FORM OF OMNIBUS AGREEMENT AMONG WILLIAMS GAS PIPELINE COMPANY, LLC WILLIAMS PIPELINE GP LLC WILLIAMS PIPELINE PARTNERS L.P. WILLIAMS PIPELINE PARTNERS OPERATING LLC WILLIAMS PIPELINE PARTNERS HOLDINGS LLC AND (FOR PURPOSES OF ARTICLES IV AND V ONLY)...Omnibus Agreement • January 8th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“WGPC” or the “Williams Indemnitor”), Williams Pipeline GP LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein), the “General Partner”), for itself and on behalf of the MLP in its capacity as general partner, Williams Pipeline Partners L.P., a Delaware limited partnership (the “MLP”), Williams Pipeline Partners Operating LLC, a Delaware limited liability company (the “OLLC”), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (“MLP Holdings”), and, for purposes of Articles IV and V hereof only, The Williams Companies, Inc., a Delaware corporation (“Williams”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WILLIAMS PIPELINE GP LLC A DELAWARE LIMITED LIABILITY COMPANY EFFECTIVE AS OF SEPTEMBER 12, 2007Limited Liability Company Agreement • January 8th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Delaware
FORM OF CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG WILLIAMS PIPELINE PARTNERS L.P. WILLIAMS PIPELINE OPERATING LLC WPP MERGER LLC WILLIAMS PIPELINE PARTNERS HOLDINGS LLC NORTHWEST PIPELINE GP WILLIAMS PIPELINE GP LLC WILLIAMS GAS...Conveyance and Assumption Agreement • January 8th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission
This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of , 2008 is entered, on and effective as of the Closing Date (as defined herein), by and among Williams Pipeline Partners L.P., a Delaware limited partnership (“MLP”), WPP Merger LLC, a Delaware limited liability company (“WPP Merger”), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (“WPP Holdings”), Williams Pipeline Operating LLC, a Delaware limited liability company (“WP Operating”), Northwest Pipeline GP, a Delaware general partnership (“NWP”), Williams Pipeline GP LLC, a Delaware limited liability company (“Pipeline GP”), Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“Williams Gas Pipeline”), WGPC Holdings LLC, a Delaware limited liability company (“WGPC Holdings”), and Williams Pipeline Services Company, a Delaware corporation (“WPS Co”). The above-named entities are sometimes referred to in this Agreement each as a "Party” and collectively as the "Parties.
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • January 8th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Oklahoma
This Administrative Services Agreement (“Agreement”) is effective as of October 1, 2007 (the “Effective Date”), by and between Northwest Pipeline Services LLC, a Delaware limited liability company (“Contractor”), and Northwest Pipeline GP, a Delaware general partnership (“Northwest”).
WILLIAMS PIPELINE PARTNERS L.P. 16,250,000 Common Units Representing Limited Partner Interests FORM OF UNDERWRITING AGREEMENTLetter Agreement • January 8th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • New York
liability or disability; and, to such counsel’s knowledge, no such proceedings are threatened or contemplated by governmental authorities or by others.
