Exhibit 2.1
 CONTRIBUTION AGREEMENT
 BY AND AMONG
 WILLIAMS PRODUCTION RMT COMPANY LLC
 WILLIAMS ENERGY SERVICES, LLC
 WILLIAMS PARTNERS GP LLC,
 WILLIAMS PARTNERS L.P.
 WILLIAMS PARTNERS OPERATING LLC
 AND
 WILLIAMS FIELD SERVICES GROUP, LLC
 October 26, 2010




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TABLE OF CONTENTS
 ARTICLE 1 DEFINITIONS
    
    
    21.1 Definitions
    
    
    21.2 Construction
    
    
    9ARTICLE 2 CONVEYANCE AND CLOSING
    
    
    92.1 Conveyance
    
    
    92.2 Consideration
    
    
    92.3 Closing and Closing Deliveries
    
    
    102.4 Post Closing Financial Responsibilities
    
    
    112.5 Distribution Adjustment
    
    
    12ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF THE CONTRIBUTING PARTIES
    
    
    143.1 Organization
    
    
    143.2 Authority and Approval
    
    
    153.3 No Conflict; Consents
    
    
    163.4 Capitalization; Title to Membership Interests
    
    
    173.5 Financial Information; Undisclosed Liabilities
    
    
    173.6 Internal Controls
    
    
    183.7 Intentionally Omitted
    
    
    193.8 Real Property; Rights-of-Way
    
    
    193.9 Litigation; Laws and Regulations
    
    
    203.10 No Adverse Changes
    
    
    203.11 Taxes
    
    
    213.12 Environmental Matters
    
    
    213.13 Condition of Assets
    
    
    223.14 Licenses; Permits
    
    
    223.15 Contracts
    
    
    233.16 Employees and Employee Benefits
    
    
    253.17 Labor Matters
    
    
    273.18 Transactions with Affiliates
    
    
    273.19 Insurance
    
    
    273.20 Intellectual Property Rights
    
    
    273.21 Investment Company Act
    
    
    283.22 Brokerage Arrangements
    
    
    283.23 Liabilities Associated with Natural Gas Contracts
    
    
    283.24 Books and Records
    
    
    283.25 Investment Intent
    
    
    293.26 Waivers and Disclaimers
    
    
    29ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE PARTNERSHIP PARTIES
    
    
    304.1 Organization and Existence
    
    
    304.2 Authority and Approval
    
    
    314.3 No Conflict; Consents
    
    
    314.4 Brokerage Arrangements
    
    
    324.5 Litigation
    
    
    32
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Table of Contents
(Continued)
 4.6 Valid Issuance; Listing
    
    
    33ARTICLE 5 ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS
    
    
    335.1 Operation of the Transferred Assets and Transferred Business
    
    
    335.2 Access
    
    
    365.3 Cooperation; Further Assurances
    
    
    36ARTICLE 6 CONDITIONS TO CLOSING
    
    
    376.1 Conditions to the Obligation of the Partnership Parties
    
    
    376.2 Conditions to the Obligation of the Contributing Parties
    
    
    38ARTICLE 7 TAX MATTERS
    
    
    407.1 Liability for Taxes
    
    
    407.2 Tax Returns
    
    
    417.3 Tax Treatment of Indemnity Payments
    
    
    427.4 Transfer Taxes
    
    
    427.5 Survival
    
    
    427.6 Conflict
    
    
    42ARTICLE 8 TERMINATION
    
    
    438.1 Events of Termination
    
    
    438.2 Effect of Termination
    
    
    43ARTICLE 9 INDEMNIFICATION UPON CLOSING
    
    
    449.1 Indemnification of the Partnership Parties
    
    
    449.2 Indemnification of the Contributing Parties
    
    
    449.3 Tax Indemnification
    
    
    459.4 Survival
    
    
    459.5 Demands
    
    
    459.6 Right to Contest and Defend
    
    
    469.7 Cooperation
    
    
    479.8 Right to Participate
    
    
    479.9 Payment of Damages
    
    
    479.10 Limitations on Indemnification
    
    
    479.11 Sole Remedy
    
    
    48ARTICLE 10 MISCELLANEOUS
    
    
    4810.1 Expenses
    
    
    4810.2 Notices
    
    
    4810.3 Governing Law
    
    
    4910.4 Public Statements
    
    
    4910.5 Entire Agreement; Amendments and Waivers
    
    
    5010.6 Conflicting Provisions
    
    
    5010.7 Binding Effect and Assignment
    
    
    5010.8 [Reserved]
    
    
    5010.9 Severability
    
    
    5010.10 Interpretation
    
    
    5110.11 Headings and Disclosure Schedules
    
    
    5110.12 Multiple Counterparts
    
    
    5110.13 Action by Partnership Parties
    
    
    51
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Table of Contents
(Continued)
 Exhibits
 Exhibit A
    
    
    
    Form of Conveyance, Contribution and Assumption AgreementExhibit B
    
    
    
    Form of Amended and Restated Secondment Agreement among Williams, the Partnership and the General PartnerExhibit C
    
    
    
    Form of Gas Gathering AgreementExhibit D
    
    
    
    Form of Omnibus AgreementExhibit E
    
    
    
    Form of Assignment and Bill of Sale
 Disclosure Schedules
 Prepared by the Contributing Parties
 iv




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Agreement RMT WES General Partner Contributing Parties Partnership Operating Company WFSG Partnership Parties
  Bargath
  Fort Union Interests
  Membership Interests RMT Assets Contributed Interests
 Board of
Directors
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Definitions
 Section 1.1
 Accounting Firm Section 2.4(b)
 Additional General Partner Units Section
2.2(a)(iii)
 Additional GP Interest
 Adjustment Period Section 2.5(a)(i)
 Affiliate provided however
 Aggregate Consideration Section 2.2(a)
 Agreement
 Ancillary Agreements
 Applicable Law Section 3.3(a)
 Assignment and Assumption Agreement
 Assignment and Bill of Sale Exhibit E
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Associated Employees Section 3.16(a)
 Bargath
 Board of Directors
 Cash Consideration Section 2.2(a)(i)
 CCA Agreement Exhibit A
 Ceiling Amount Section 9.10(a)
 CERCLA
 Closing Section 2.3(a)
 Closing Date Section 2.3(a)
 Closing Documents
 Code
 Common Units
 Conflicts Committee
 Contributed Company
 Contributed Interests
 Contributing Indemnified Parties Section
9.2
 Contributing Parties
 Contributing Parties Aggregated Group Section
3.14(d)
 Contributing Parties Closing Certificate Section 6.1(a)
 Contributing Parties Closing Documents
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control
 Credit Facility
 Damages
 Deductible Amount Section 9.10(a)
 Delaware LLC Act
 Delaware LP Act
 Distribution Adjustment Section 2.5
 Effective Date Section 2.3(a)
 Environmental Laws
 Equity Consideration Section 2.2
 ERISA Section 3.16(b)
 Excluded Working Capital Assets
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Excluded Working Capital Liabilities
 Financing Transaction
 Fort Union Interests
 GAAP
 Gas Gathering Agreement Exhibit C
 General Partner
 General Partner Units
 Governmental Authority
 Hazardous Materials
 HSR Act
 Indemnity Claim Section 9.5
 Intellectual Property
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Knowledge
 Lien
 Material Contract Section 3.15(a)
 Minimum Claim Amount Section 9.10(a)
 Notice Section 10.2
 Membership Interests
 NYSE
 Operating Company
 Omnibus Agreement Exhibit D
 Owned Real Property Section 3.8(a)
 Partnership
 Partnership Agreement
 Partnership Indemnified Parties Section
9.1
 Partnership Material Adverse Effect
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Partnership Parties
 Partnership Parties Closing Certificates Section 6.2(a)
 Partnership Parties Closing Documents
 Permits Section 3.14
 Permitted Liens
 Person
 Plans Section 3.16(b)
 Private Equity Placement Section 2.2(a)
 Real Property Section 3.8 (b)
 Rights-of-Way Section 3.8(b)
 RMT
 RMT Assets
 Secondment Agreement Exhibit B
 Tax
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Tax Items Section 7.2(a)
 Tax Losses Section 7.1(a)
 Tax Return
 Taxing Authority
 Title IV Plan Section 3.14(e)
 Transaction
 Transfer Taxes Section 7.4
 Transferred Assets
 Transferred Business
 Transferred Business Material Adverse Effect provided
 Unaudited Summary Historical Financial Information
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WFSG
 Williams
 Williams Tax Group
 Construction
  
 Conveyance
  Consideration
 (a)
    
    The aggregate consideration to be transferred by the
Partnership to the Contributing Parties for the Contributed Interests on the
Closing Date (the Aggregate Consideration) shall consist of:
 (i)
    
    a distribution to the Contributing Parties of
an amount equal to $702,000,000 (as adjusted pursuant to Sections
2.4 and 2.5, the Cash Consideration);(ii)
    
    1,849,138 Common Units issued in the Private
Equity Placement; and
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(iii)
    
    (A) the increase in the capital account of the
General Partner by an amount equal to the Additional GP Interest and
(B) the issuance of 37,738 General Partner Units to the General
Partner, which is equal to 2/98ths of the aggregate number of Common
Units issued by the Partnership in the Private Equity Placement (the
Additional General Partner Units) in consideration for a contribution
to the Partnership on behalf of the General Partner of the applicable
portion of the Contributed Interests.
 (b)
    
    The Cash Consideration shall be distributed by the Partnership
to the Contributing Parties at the Closing to the account(s) specified by
separate wire or interbank transfer of immediately available funds to the
account(s) specified at least two (2) business days prior to the Closing by the
Contributing Parties. The Common Units issued in the Private Equity Placement
shall be issued subject to the rights, preferences and privileges set forth in
the Partnership Agreement, the Delaware Revised Uniform Limited Partnership Act
and federal and state securities laws.
 2.3
    
    Closing and Closing Deliveries.
 (a)
    
    The closing (the Closing) of the contribution of the
Contributed Interests pursuant to this Agreement and the CCA Agreement will be
held at the offices of The Williams Companies, Inc., One Williams Center,
Tulsa, OK 74172 on or before the third business day following satisfaction or
waiver of the conditions to closing set forth in Article 6, commencing
at 10:00 a.m., Tulsa time, or such other place, date and time as may be
mutually agreed upon by the parties hereto. The Closing Date, as referred to
herein, shall mean the date of the Closing. The Closing shall be deemed to be
effective as of 12:01 am, Tulsa, Oklahoma time, on the first day of the
calendar month in which the Closing Date occurs (the Effective Date).
 (b)
    
    At the Closing, the Contributing Parties shall deliver, or
cause to be delivered, to the Partnership Parties the following:
 (i)
    
    A counterpart of each Ancillary Agreement, duly
executed by the Contributing Parties, as applicable;(ii)
    
    A fully executed copy of the Assignment and
Assumption Agreement;(iii)
    
    One or more instruction letters in respect of
the Membership Interests directing the Contributed Company to reflect
the transfer of such Membership Interests to the Partnership on the
books of such Contributed Company;(iv)
    
    A long-form certificate of good standing of
recent date of each of the Contributing Parties and the Contributed
Company;
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(v)
    
    Foreign qualification certificates of recent
date of the Contributed Company for each of the jurisdictions listed
opposite its name in Disclosure Schedule 2.3(b); and(vi)
    
    Such other certificates, instruments of
conveyance and documents as may be reasonably requested by the
Partnership Parties at least two (2) business days prior to the Closing
Date to carry out the intent and purposes of this Agreement.
 (c)
    
    At the Closing, the Partnership Parties shall deliver, or cause
to be delivered, to the Contributing Parties the following, or shall take the
following actions:
 (i)
    
    A counterpart of each Ancillary Agreement, duly
executed by each Partnership Party, as applicable;(ii)
    
    The Cash Consideration as provided in
Section 2.2(a);(iii)
    
    An aggregate of 1,849,138 non-certificated
Common Units issued in the Private Equity Placement in book entry form
for the account(s) specified in advance by the Contributing Parties;(iv)
    
    The Additional General Partner Units issued in
book entry form;(v)
    
    The capital account of the General Partner
shall be increased by the amount of the Additional GP Interest; and(vi)
    
    Such other certificates, instruments of
conveyance and documents as may be reasonably requested by the
Contributing Parties at least two (2) business days prior to the
Closing Date to carry out the intent and purposes of this Agreement.
 Post Closing Financial Responsibilities.
  (a)
    
    Cash Inflows: Cash inflows related to the Transferred Business
attributable to any period prior to the Effective Time shall belong to RMT and
any such amounts received by the Partnership Parties or, after the Closing
Date, the Contributed Company will be reimbursed to RMT within one month after
the end of the month in which such amounts were so received. Conversely, cash
inflows related to the Transferred Business
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attributable to any period after the Effective Time shall belong to the
Partnership and any such amounts received by RMT or, before the Closing
Date, the Contributed Company will be reimbursed to the Partnership Parties
within one month after the end of the month in which such amounts were so
received.
 (b)
    
    Cash Outflows: Cash outflows related to the Transferred
Business attributable to any period prior to the Effective Time shall remain
the obligation of RMT and any such amounts paid by the Partnership Parties or,
after the Closing Date, the Contributed Company will be reimbursed by RMT
within one month after the end of the month in which such amounts were so paid.
Conversely, cash outflows related to the Transferred Business attributable to
any period after the Effective Time shall remain the obligation of the
Partnership Parties and any such amounts paid by RMT or, before the Closing
Date, the Contributed Company, will be reimbursed by the Partnership Parties
within one month after the end of the month in which such amounts were so paid.
 Distribution Adjustment
 (a)
    
    Within ten (10) business days following the announcement of the
applicable quarterly distribution, the Contributing Parties shall prepare and
deliver, or cause to be prepared and delivered, to the Partnership Parties a
statement of its calculation, in reasonable detail, of the amount of the
downward adjustment, if any, to the Cash Consideration determined by this
Section 2.5(a) (the Distribution Adjustment).
 (i)
    
    If the Closing Date occurs prior to or on the
record date for a distribution by the Partnership of Available Cash (as
defined in the Partnership Agreement) pursuant to Section 6.3 of the
Partnership Agreement with respect to a calendar quarter prior to the
calendar quarter in which the Closing occurs, the Distribution
Adjustment shall equal the sum of (a) the product of the amount of such
distribution to each Common Unit multiplied by 1,849,138, (b) the
product of the amount of such distribution to each General Partner Unit
multiplied by 37,738, and (c) the excess of (1) the amount that will be
distributed to the holders of the Incentive Distribution Rights (as
defined in the Partnership Agreement) for such calendar quarter over
(2) the amount that would have been distributed to the holders of the
Incentive Distribution Rights for such calendar quarter if the
contributions contemplated by the Agreement had not been made and the
issuances of Common Units and General Partner Units contemplated by the
Agreement had not occurred.(ii)
    
    If the Closing Date occurs after or on December
1, 2010, the
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Distribution Adjustment shall equal the sum of (a) the amount of the
distribution to the Common Units issued in the Private Equity
Placement with respect to the calendar quarter in which the Closing
occurs multiplied by a fraction, (1) the numerator of which is the
number of days commencing with the first day of such quarter and
ending on the last day of the month preceding the month in which the
Closing of the contributions contemplated by the Agreement occurs and
(2) the denominator of which is the total number of days in such
quarter, (b) the amount of the distribution to the General Partner
Units issued pursuant to this Agreement with respect to the calendar
quarter in which the Closing occurs multiplied by a fraction, (1) the
numerator of which is the number of days commencing with the first
day of such quarter and ending on the last day of the month preceding
the month in which the Closing of the contributions contemplated by
the Agreement occurs and ending with the last day of such quarter and
(2) the denominator of which is the total number of days in such
quarter, and (c) the product of (1) the excess of (A) the amount that
will be distributed to the holders of the Incentive Distribution
Rights for such calendar quarter over (B) the amount that would have
been distributed to the holders of the Incentive Distribution Rights
for such calendar quarter if the contributions contemplated by the
Agreement had not been made and the issuances of Common Units and
General Partner Units contemplated by the Agreement had not occurred,
multiplied by (2) a fraction, (A) the numerator of which is the
number of days commencing with the first day of such quarter and
ending on the last day of the month preceding the month in which the
Closing of the contributions contemplated by the Agreement occurs and
(B) the denominator of which is the total number of days in such
calendar quarter.(iii)
    
    For the avoidance of doubt, if the Closing
Date occurs after the record date for a distribution by the Partnership
of Available Cash (as defined in the Partnership Agreement) pursuant to
Section 6.3 of the Partnership Agreement with respect to a calendar
quarter prior to the calendar quarter in which the Closing occurs but
before December 1, 2010, the Distribution Adjustment shall be $0.
 (b)
    
    Within ten (10) business days following receipt by the
Partnership of the statement setting forth the Distribution Adjustment, if any,
the Partnership, on behalf of itself, the Operating Company and WFSG and acting
through the Conflicts Committee, shall deliver written notice to the
Contributing Parties of any dispute it has with respect to the preparation or
content of the statement setting forth the Distribution Adjustment. In the
event the Partnership does not notify the Contributing Parties of a dispute
with respect to the statement setting forth the Distribution Adjustment within
such ten (10) business day period, such statement setting forth the
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Distribution Adjustment will be final, conclusive and binding on the parties
hereto. In the event of such notification of a dispute, the Partnership, on
behalf of itself, the Operating Company and WFSG and acting through the
Conflicts Committee, and the Contributing Parties shall negotiate in good
faith to resolve such dispute. If the Contributing Parties and the
Partnership, on behalf of itself, the Operating Company and WFSG and acting
through the Conflicts Committee, notwithstanding such good faith effort,
fail to resolve such dispute within thirty (30) days after the Partnership
advises the Contributing Parties of its objections, then the Contributing
Parties and the Partnership, on behalf of itself, the Operating Company and
WFSG and acting through the Conflicts Committee, jointly shall engage the
firm of KPMG LLC, or such other public accounting firm to which the parties
hereto may agree (the Accounting Firm), to resolve such dispute. The
Contributing Parties, on the one hand, and the Partnership (on behalf of
itself, the Operating Company and WFSG and acting through the Conflicts
Committee), on the other hand, shall furnish or cause to be furnished to the
Accounting Firm such work papers and other documents and information
relating to the disputed issues as they may deem necessary or appropriate or
as the Accounting Firm may request and that are available to that party or
its agents. Following the Accounting Firms final determination of the
Distribution Adjustment, the Accounting Firm shall, within two (2) business
days from the date of such final determination, deliver a written notice to
the Contributing Parties and the Partnership specifying the Distribution
Adjustment. All determinations made by the Accounting Firm shall be final,
conclusive and binding on the parties hereto. The Contributing Parties, on
the one hand, and the Partnership, on the other hand, shall share equally
the fees and expenses of the Accounting Firm.(c)
    
    If the Distribution Adjustment is a positive amount (as finally
determined pursuant to Section 2.5(b)), then the Cash Consideration
shall be adjusted downward by such amount and the Contributing Parties shall
pay to the Partnership, by wire or interbank transfer of immediately available
funds to an account specified in writing by the Partnership, an amount in cash
equal to the Distribution Adjustment, within five (5) business days from the
date on which the Distribution Adjustment is finally determined pursuant to
Section 2.5(b).
 
  Organization
 (a)
    
    Each of the Contributing Parties is a limited liability company
duly formed, validly existing and in good standing under the laws of the State
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of Delaware and has all requisite limited liability company power and
authority to own, operate and lease its properties and assets and to carry
on its business as now conducted.(b)
    
    The Contributed Company is a limited liability company duly
formed, validly existing and in good standing under the laws of the State of
Delaware and has all requisite limited liability company power and authority to
own, operate and lease its properties and assets and to carry on its business
as now conducted. The Contributed Company is duly licensed or qualified to do
business and is in good standing in the states in which the character of the
properties and assets owned or held by it or the nature of the business
conducted by it requires it to be so licensed or qualified, except where the
failure to be so qualified or in good standing would not, individually or in
the aggregate, reasonably be expected to have a Transferred Business Material
Adverse Effect. The Contributing Parties have made available to the Partnership
Parties true and complete copies of the charter documents, bylaws, certificates
of formation, limited liability company agreements, limited partnership
agreements or equivalent governing instruments of the Contributed Company in
effect as of the date of this Agreement.
 Authority and Approval
 (a)
    
    Each of the Contributing Parties has full limited liability
company power and authority to execute and deliver this Agreement, to
consummate the transactions contemplated hereby and to perform all of the terms
and conditions hereof to be performed by it. The execution and delivery by the
Contributing Parties of this Agreement, the consummation of the transactions
contemplated hereby and the performance of all of the terms and conditions
hereof to be performed by the Contributing Parties have been duly authorized
and approved by all requisite limited liability company action on the part of
each of the Contributing Parties. This Agreement has been duly executed and
delivered by the Contributing Parties and constitutes the valid and legally
binding obligation of each of them, enforceable against each of the
Contributing Parties in accordance with its terms, except as such enforcement
may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or other similar laws affecting the
enforcement of creditors rights and remedies generally and by general
principles of equity (whether applied in a proceeding at law or in equity).(b)
    
    Each of the Contributing Parties has full limited liability
company power and authority to execute and deliver each Ancillary Agreement to
which it will be a party, to consummate the transactions contemplated thereby
and to perform all of the terms and conditions thereof to be performed by it.
The execution and delivery by each of the Contributing Parties of each of the
Ancillary Agreements to which it will be a party, the consummation of
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the transactions contemplated thereby and the performance of all of the
terms and conditions thereof to be performed by it have been duly authorized
and approved by all requisite limited liability company action on the part
of each Contributing Party. When executed and delivered by each of the
parties party thereto, each Ancillary Agreement will constitute a valid and
legally binding obligation of each of the Contributing Parties party thereto
enforceable against each such Contributing Party in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other
similar laws affecting the enforcement of creditors rights and remedies
generally and by general principles of equity (whether applied in a
proceeding at law or in equity).
 No Conflict; Consents
 Disclosure Schedule 3.3
 (a)
    
    the execution, delivery and performance of this Agreement by
each of the Contributing Parties does not, and the execution, delivery and
performance of each of the Ancillary Agreements by each of the Contributing
Parties party thereto will not, and the fulfillment and compliance with the
terms and conditions hereof and thereof and the consummation of the
transactions contemplated hereby and thereby will not, (i) violate, conflict
with any of, result in any breach of, or require the consent of any Person
under, the terms, conditions or provisions of the charter documents, bylaws,
certificates of formation, limited liability company agreements, limited
partnership agreements or equivalent governing instruments of any Contributing
Party or the Contributed Company, (ii) conflict with or violate any provision
of any law or administrative rule or regulation or any judicial, administrative
or arbitration order, award, judgment, writ, injunction or decree applicable to
any Contributing Party, the Contributed Company, the Transferred Assets or the
Transferred Business (Applicable Law); (iii) conflict with, result in a
breach of, constitute a default under (whether with notice or the lapse of time
or both), or accelerate or permit the acceleration of the performance required
by, or require any consent, authorization or approval under, or result in the
suspension, termination or cancellation of, or in a right of suspension,
termination or cancellation of, any indenture, mortgage, agreement, contract,
commitment, license, concession, permit, lease, joint venture or other
instrument to which any of the Contributing Parties or the Contributed Company
is a party or by which it or any of the Transferred Assets are bound; or (iv)
result in the creation of any Lien (other than Permitted Liens) on any of the
Transferred Assets under any such indenture, mortgage, agreement, contract,
commitment, license, concession, permit, lease, joint venture or other
instrument, except in the case of clauses (ii), (iii) and (iv) for those items
which, individually or in
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the aggregate, would not reasonably be expected to
have a Transferred Business Material Adverse Effect; and(b)
    
    no consent, approval, license, permit, order or authorization
of any Governmental Authority or other Person is required to be obtained or
made by any of the Contributing Parties or the Contributed Company with respect
to the Transferred Assets or the Transferred Business in connection with the
execution, delivery, and performance of this Agreement and the Ancillary
Agreements or the consummation of the transactions contemplated hereby or
thereby, except (i) as have been waived or obtained or with respect to which
the time for asserting such right has expired, (ii) for those which
individually or in the aggregate would not reasonably be expected to have a
Transferred Business Material Adverse Effect (including such consents,
approvals, licenses, permits, orders or authorizations that are not customarily
obtained prior to the Closing and are reasonably expected to be obtained in the
ordinary course of business following the Closing), or (iii) pursuant to the
applicable requirements, if any, of the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the HSR Act).
 Capitalization; Title to Membership Interests
 (a)
    
    RMT will on the Closing Date own, beneficially and of record,
all of the Membership Interests free and clear of all Liens and will convey
good and marketable title to the Contributed Interests to the Partnership. The
Membership Interests are not subject to any agreements or understandings with
respect to the voting or transfer of any of the Membership Interests (except
the contribution of the Membership Interests contemplated by this Agreement and
restrictions under applicable federal and state securities laws). The
Membership Interests have been duly authorized and are validly issued, fully
paid (to the extent required under the limited liability company agreement of
the Contributed Company) and nonassessable (except as such nonassessability may
be affected by Sections 18-303, 18-607 and 18-804 of the Delaware LLC Act). On
the Closing Date, RMT will be the sole member of the Contributed Company.(b)
    
    There are no outstanding subscriptions, options, warrants,
preemptive rights, preferential purchase rights, rights of first refusal or any
similar rights issued or granted by, or binding upon, any of the Contributing
Parties or Contributed Company to purchase or otherwise acquire or to sell or
otherwise dispose of the Membership Interests, except as contemplated by this
Agreement or the CCA Agreement.
 Financial Information; Undisclosed Liabilities
 (a)
    
    The Contributing Parties have provided the Partnership with the
Unaudited Summary Historical Financial Information set forth in
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Disclosure
Schedule 3.5(a). The Unaudited Summary Historical Financial Information presents fairly in all material respects the financial
position of the Transferred Business as of the dates thereof and for the
periods then ended and the results of operations of the Transferred Business
for the period covered thereby, subject to normal and recurring adjustments.
Except as set forth on Disclosure Schedule 3.5(a), there are no
off-balance sheet arrangements that have or are reasonably likely to have a
Transferred Business Material Adverse Effect. The Unaudited Summary
Historical Financial Information has been prepared in accordance with
generally accepted accounting principles in the United States (GAAP)
(subject to the absence of a statement of cash flows and financial statement
footnotes) consistently applied throughout the periods covered thereby.
There were no changes in the method of application of the Contributed
Companys accounting policies or changes in the method of applying the
Contributed Companys use of estimates in the preparation of the Unaudited
Summary Historical Financial Information as compared with past practice.
 (b)
    
    The Partnerships acquisition of the Contributed Company, the
RMT Assets and the Transferred Business will not require the filing by the
Partnership with the Securities and Exchange Commission of acquisition
financial statements pursuant to Rule 3-05 of Regulation S-X of the Securities
Exchange Act of 1934, as amended.
 (c)
    
    There are no liabilities or obligations of the Contributed
Company or the Transferred Business of any nature (whether known or unknown and
whether accrued, absolute, contingent or otherwise) and there are no facts or
circumstances that would reasonably be expected to result in any such
liabilities or obligations, whether arising in the context of federal, state or
local judicial, regulatory, administrative or permitting agency proceedings,
other than (i) liabilities or obligations reflected or reserved against it in
the Unaudited Summary Historical Financial Information, (ii) current
liabilities incurred in the ordinary course of business since June 30, 2010,
(iii) liabilities or obligations set forth on Disclosure Schedule
3.5(c) and (iv) liabilities or obligations (whether known or unknown and
whether accrued, absolute, contingent or otherwise) that would not,
individually or in the aggregate, reasonably be expected to have a Transferred
Business Material Adverse Effect.
 Internal Controls
  18




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Intentionally Omitted
 Real Property; Rights-of-Way
 (a)
    
    The Contributed Company and, to the extent relating to the RMT
Assets, RMT has (i) good and marketable title to all real property it owns in
fee simple and the improvements located thereon (the Owned Real Property),
and (ii) good title to all tangible personal property that comprise the
Transferred Assets, all of which are sufficient for the operation of the
Transferred Business as presently conducted, free and clear of all Liens except
Permitted Liens, except as would not reasonably be expected to have a
Transferred Business Material Adverse Effect; providedthat, with respect to
any real property and buildings held under lease by the Contributed Company,
such real property and buildings are held under valid and subsisting and
enforceable leases with such exceptions as do not materially interfere with the
use of the properties of the Contributed Company taken as a whole as they have
been used consistent with past practice of the Transferred Business.
 (b)
    
    The Contributed Company and, to the extent relating to the RMT
Assets, RMT has such consents, easements, rights-of-way, permits and licenses
from each Person, including Governmental Authorities, (collectively,
Rights-of-Way and together with the Owned Real Property, the Real Property)
as are sufficient to conduct the Transferred Business substantially in
accordance with past practice, except for such Rights-of-Way the absence of
which have not had, and would not reasonably be expected to have, individually
or in the aggregate, a Transferred Business Material Adverse Effect. Except
as set forth on Disclosure Schedule 3.8(b), the Contributed Company and, to the
extent relating to the RMT Assets, RMT has fulfilled and performed all its
material obligations with respect to such Rights-of-Way and no default or other
event has occurred that allows, or after notice or lapse of time would allow,
revocation or termination thereof or would result in any impairment of the
rights of the holder of any such Rights-of-Way, except for such revocations,
terminations and impairments that have not had, and would not reasonably be
expected to have, individually or in the aggregate, a Transferred Business
Material Adverse Effect; and none of such Rights-of-Way contains any
restriction that is materially burdensome to the Contributed Company and, to
the extent relating to the RMT Assets, RMT, taken as a whole.
 (c)
    
    Except as set forth on Disclosure Schedule 3.8(c), (i)
(A) there are no pending proceedings or actions to modify the zoning
classification of, or to condemn or take by power of eminent domain or other
similar proceeding, all or any of the Transferred Assets and (B) neither
Contributing Party has any Knowledge of any such threatened proceeding or
action, which (in either case), if pursued, would reasonably be expected
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to have a Transferred Business Material Adverse Effect, (ii) to the extent
located in jurisdictions subject to zoning, the Real Property is properly
zoned for the existence, occupancy and use of all of the improvements
located thereon, except as would not reasonably be expected to have a
Transferred Business Material Adverse Effect, and (iii) none of such
improvements are subject to any conditional use permits or permitted
non-conforming use or permitted non-conforming structure classifications
or similar permits or classifications, except as would not, either currently
or in the case of a rebuilding of or additional construction of
improvements, reasonably be expected to have a Transferred Business Material
Adverse Effect.
 Litigation; Laws and Regulations
 Disclosure Schedule 3.9
 (a)
    
    There are no (i) civil, criminal or administrative actions,
suits, claims, hearings, arbitrations, investigations or proceedings pending
or, to the Contributing Parties Knowledge, threatened against or affecting the
Contributed Company, the Transferred Assets, the Transferred Business or any of
the operations of the Contributing Parties related thereto or (ii) judgments,
orders, decrees or injunctions of any Governmental Authority, whether at law or
in equity, against or affecting the Contributed Company, the Transferred
Assets, the Transferred Business or any of the operations of the Contributing
Parties related thereto, except in each case, for those items that would not,
individually or in the aggregate, reasonably be expected to have a Transferred
Business Material Adverse Effect.
 (b)
    
    None of the Contributing Parties or the Contributed Company is
in violation of or in default under any Applicable Law, except as would not,
individually or in the aggregate, reasonably be expected to have a Transferred
Business Material Adverse Effect.
 No Adverse Changes.
 Disclosure Schedule 3.10
 (a)
    
    there has not been a Transferred Business Material Adverse
Effect;(b)
    
    the Transferred Business and the Transferred Assets have been
operated and maintained consistent with the standard set forth in Section
5.1(a);(c)
    
    there has not been any material damage, destruction or loss to
any material portion of the Transferred Assets, whether or not covered by
insurance;(d)
    
    there has been no delay in, or postponement of, the payment of
any liabilities related to the Contributed Company, the Transferred Business or
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the Transferred Assets, individually or in the aggregate, in excess of
$5,000,000;(e)
    
    none of the items described in Section 5.1(b), but
excluding the items described in Section 5.1(b)(xiv), has occurred; and(f)
    
    there is no contract, commitment or agreement to do any of the
foregoing.
 Taxes
 (a)
    
    Except as would not reasonably be expected to have a
Transferred Business Material Adverse Effect, (i) all Tax Returns required to
be filed by or with respect to the Contributed Company, the Transferred
Business or the Transferred Assets have been filed on a timely basis (taking
into account all extensions of due dates); (ii) all Taxes owed by the
Contributed Company or the Contributing Parties or any of their Affiliates with
respect to the Transferred Assets or the Transferred Business, which are or
have become due, have been timely paid in full; (iii) there are no Liens on any
of the Transferred Assets that arose in connection with any failure (or alleged
failure) to pay any Tax on any of the Transferred Assets or the Transferred
Business, other than Liens for Taxes not yet due and payable or the amount or
validity of which is being contested in good faith by appropriate proceedings
for which an adequate reserve has been established therefor; and (iv) there is
no pending action, proceeding or investigation for assessment or collection of
Taxes and no Tax assessment, deficiency or adjustment has been asserted or
proposed with respect to the Contributed Company, the Transferred Business or
the Transferred Assets.
 (b)
    
    For the taxable year ended December 31, 2011, more than 90% of
the gross income of the Transferred Business and the Contributed Company will
be income from the exploration, development, mining or production, processing,
refining, transportation (including pipelines transporting gas, oil, or
products thereof), storage or marketing of any mineral or natural resource,
including oil, gas or products thereof which come from either a crude oil
refinery or a natural gas processing facility, or other items of income as to
which counsel has opined or will opine are qualifying income within the
meaning of Section 7704(d) of the Code.
 Environmental Matters
 Disclosure Schedule 3.12
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Condition of Assets
  Licenses; Permits
 (a)
    
    As of the date of this Agreement, except as set forth in
Disclosure Schedule 3.14, the Contributed Company or RMT has all
licenses, permits and authorizations issued or granted or waived by
Governmental Authorities that are necessary for the conduct of the Transferred
Business as now being conducted (collectively, Permits), except in each case
for such items which the failure to obtain or have waived would not result in a
Transferred Business Material Adverse Effect.(b)
    
    All Permits are validly held by the Contributed Company or RMT
and are in full force and effect, except as would not reasonably be expected to
have a Transferred Business Material Adverse Effect.(c)
    
    The Contributed Company or RMT has complied with all terms and
conditions of the Permits, except as would not reasonably be expected to have a
Transferred Business Material Adverse Effect.(d)
    
    The Permits (including such Permits that are not customarily
obtained prior to the Closing and are reasonably expected to be obtained in the
ordinary course of business following the Closing), will not be subject to
suspension, modification, revocation or non-renewal as a result of the
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execution and delivery of this Agreement and the Ancillary Agreements or the
consummation of the transactions contemplated hereby or thereby, except, in
each case, as would not, individually or in the aggregate, reasonably be
expected to have a Transferred Business Material Adverse Effect.(e)
    
    No proceeding is pending or, to any Contributing Partys
Knowledge, threatened with respect to any alleged failure by the Contributed
Company or RMT to have any material Permit necessary for the operation of any
Transferred Asset or the conduct of the Transferred Business or to be in
compliance therewith.
 Contracts.
 (a)
    
    Disclosure Schedule 3.15 contains a true and complete
listing of the following contracts and other agreements with respect to the
Transferred Assets or the Transferred Business, to which (i) any Contributing
Party or (ii) the Contributed Company is, or immediately after the Closing
will be, a party (each such contract or agreement being referred to herein as a
Material Contract):
 (i)
    
    any natural gas gathering, processing,
treating, purchase or other agreement (or group of related agreements
with the same Person) that involves annual revenues or payments in
excess of $5,000,000;(ii)
    
    any agreement (or group of related agreements
with the same Person) for the lease of personal property to or from any
Person providing for lease payments in excess of $5,000,000 per annum;(iii)
    
    any agreement (or group of related agreements
with the same Person) for the purchase or sale of raw materials,
commodities, supplies, products, or other personal property, or for the
furnishing or receipt of services, the performance of which is
reasonably expected to involve annual consideration in excess of
$5,000,000;(iv)
    
    any agreement concerning a partnership, joint
venture, investment or other arrangement (A) involving a sharing of
profits or losses relating to all or any portion of the business of the
Contributed Company or the Transferred Business, or (B) requiring the
Contributed Company to invest funds in or make loans to, or purchase
any securities of, another Person, venture or other business
enterprise, in each case, that could reasonably be expected to be in
excess of $5,000,000;(v)
    
    any agreement (or group of related agreements
with the same Person) with respect to the creation, incurrence,
assumption, or
 23




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guaranteeing of any indebtedness for borrowed money, or
any capitalized lease obligation;(vi)
    
    any agreement that prohibits or otherwise
materially limits the ability of such Contributing Party (to the extent
applicable to the Transferred Business) or Contributed Company to
compete in any material respect in any line of business or with any
Person or in any material geographic area during any period of time
after the Closing;(vii)
    
    any agreement with any Contributing Party (to
the extent applicable to the Transferred Business) or Contributed
Company that individually involves annual revenues or payments in
excess of $1,000,000;(viii)
    
    any collective bargaining agreement;(ix)
    
    any lease under which the Contributed Company
is the lessor or lessee of real property that provides for an annual
base rental to or from the Contributed Company or, to the extent
relating to the RMT Assets, RMT of more than $1,000,000;(x)
    
    any easement agreement, right-of-way agreement,
license or permit involving an annual payment of more than $1,000,000;(xi)
    
    any agreement that governs the use or
development of Intellectual Property (other than off-the-shelf software
license agreements);(xii)
    
    any agreement under which the consequences of
a default or termination would reasonably be expected to have a
Transferred Business Material Adverse Effect; or(xiii)
    
    any other agreement (or group of related agreements with the same
Person) not enumerated in this Section 3.15, the performance of
which by any party thereto involves consideration in excess of
$5,000,000.
 (b)
    
    The Contributing Parties have made available to the Partnership
Parties a correct and complete copy of each written agreement listed in
Disclosure Schedule 3.15.
 (c)
    
    With respect to the Transferred Assets: (A) each Material
Contract is legal, valid and binding on and enforceable against the Contributed
Company or RMT, as applicable, and in full force and effect; (B) each Material
Contract will continue to be legal, valid and binding on and enforceable
against the Contributed Company or RMT, and in full force and effect on
identical terms following the consummation of the transactions contemplated by
this Agreement; (C) the Contributed
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Company or RMT is not in breach or default,
and no event has occurred which with notice or lapse of time would constitute a breach or default by
any such party, or permit termination, modification, or acceleration, under
the Material Contract; and (D) to the Contributing Parties Knowledge, no
other party to any Material Contract is in breach or default, and no event
has occurred which with notice or lapse of time would constitute a breach or
default by such other party, or permit termination, modification or
acceleration under any Material Contract other than in accordance with its
terms nor has any other party repudiated any provision of the Material
Contract.
 Employees and Employee Benefits
 (a)
    
    None of the employees of the Contributing Parties or their
Affiliates who provide exclusive or shared services to the Transferred Assets
or the Transferred Business (collectively, the Associated Employees) are
covered by a collective bargaining agreement. Except as would not result in any
liability to the Partnership Parties or the Contributed Company or as set forth
on Disclosure Schedule 3.16(a), there are no facts or circumstances
that have resulted or would reasonably be expected to result in a claim on
behalf of an individual or a class in excess of $250,000 for unlawful
discrimination, unpaid overtime or any other violation of state or federal laws
relating to employment of the Associated Employees.
 (b)
    
    As of the Closing Date, except with respect to the Secondment
Agreement and/or the Partnership Agreement, the Contributed Company does not
sponsor, maintain or contribute to, or have any legal or equitable obligation
to establish, any compensation or benefit plan, agreement, program or policy
(whether written or oral, formal or informal) for the benefit of any present or
former directors, officers, employees, agents, consultants or other similar
representatives, including, but not limited to, any employee benefit plan as
defined in section 3(3) of the Employee Retirement Income Security Act of 1974,
as amended (ERISA) (the foregoing are hereinafter collectively referred to as
Plans). All Plans in which Associated Employees participate are sponsored or
maintained by a Contributing Party or its Affiliate.
 (c)
    
    Except as would not result in any liability to the Partnership
Parties or the Contributed Company, (i) each Plan in which Associated Employees
participate and that is intended to be qualified under Section 401(a) of the
Code is and has been so qualified in form, and (ii) each Plan in which
Associated Employees participate is and has been operated and maintained in
material compliance with its terms and the provisions of all Applicable Laws,
rules and regulations, including, without limitation, ERISA and the Code.
 25




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(d)
    
    With respect to any Plan that the Contributing Parties (or any
entity treated as a single employer with a Contributing Party for purposes of
Section 414
of the Code or Section 4001(a)(14) of ERISA (the Contributing Party
Aggregated Group)) has maintained within the last six years or has had any
obligation to contribute to within the past six years, (i) except for an
event described in Section 4043(c)(3) of ERISA and except for an event that
would not impose any liability on the Partnership Parties or the Contributed
Company, there has been no reportable event, as that term is defined in
Section 4043 of ERISA, for which the thirty (30) day reporting requirement
has not been waived, and the transactions contemplated by this Agreement
will not result in such a reportable event for which a waiver does not
apply, (ii) none of the Contributed Company, the Contributing Parties or any
member of the Contributing Party Aggregated Group has incurred any direct or
indirect liability under Title IV of ERISA other than liability for premiums
to the Pension Benefit Guaranty Corporation that have been timely paid and
other than any liabilities for which the Contributed Company has no direct
or indirect responsibility or obligation and (iii) there does not exist any
accumulated funding deficiency within the meaning of Section 412 of the Code
or Section 302 of ERISA, whether or not waived that, in either case, would
give rise to a Lien on any of the Transferred Assets or that would
reasonably be expected to result in a Transferred Business Material Adverse
Effect. None of the Contributed Company, the Contributing Parties or any
member of the Contributing Party Aggregated Group contributes to, or has an
obligation to contribute to, and has not within six years prior to the
Closing Date contributed to, or had an obligation to contribute to, a
multiemployer plan within the meaning of Section 3(37) of ERISA (x) that
is, or is reasonably expected to be in critical or endangered status as
defined in Section 432 of the Code or Section 305 of ERISA, or (y) in
respect of which the Contributed Company, a Contributing Party or any member
of the Contributing Party Aggregated Group has or may reasonably be expected
to incur any withdrawal liability (as defined in Section 4201 of ERISA).
 (e)
    
    The present value of the aggregate benefit liabilities under
each of the Plans subject to Title IV of ERISA (other than multiemployer plans)
(the Title IV Plans), determined as of the end of such Title IV Plans most
recently ended plan year on the basis of the actuarial assumptions specified
for funding purposes in such Title IV Plans actuarial valuation report for
such plan year, did not exceed the aggregate current value of the assets of
such Title IV Plan allocable to such benefit liabilities. The term benefit
liabilities has the meaning specified in section 4001 of ERISA and the terms
current value and present value have the meaning specified in section 3 of
ERISA.
 (f)
    
    Except as would not result in any liability to the Contributed
Company (other than with respect to liability of the Contributed Company
arising
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from it being a party to a Secondment Agreement or the Partnership
Agreement), the execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement will not
(either alone or upon the occurrence of any subsequent employment-related
event) result in any payment becoming due, result in the acceleration of the
time of payment or vesting of any such benefits, result in the incurrence or
acceleration of any other obligation related to the Plans or to any employee
or former employee of any Contributing Party or any of its Affiliates.
 (g)
    
    All costs and liabilities associated with Associated Employees
and any former employees who have provided services with respect to the
Transferred Business or the Transferred Assets have been allocated in good
faith amongst the Contributing Parties and their Affiliates and the Contributed
Company.
 Labor Matters
  Transactions with Affiliates
 Disclosure Schedule
3.18
 Insurance
 Disclosure Schedule 3.19
 Intellectual Property Rights.
  27




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Investment Company Act
  Brokerage Arrangements
  Liabilities Associated with Natural Gas Contracts
 Disclosure Schedule 3.23
 Books and Records
  28




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Investment Intent
   Waivers and Disclaimers
  29




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SECTION 3.26
 
  Organization and Existence
  30




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Authority and Approval
 (a)
    
    Each of the Partnership Parties has full limited partnership or
limited
liability company power and authority, as applicable, to execute and deliver
this Agreement, to consummate the transactions contemplated hereby and to
perform all of the terms and conditions hereof to be performed by it. The
execution and delivery of this Agreement, the consummation of the
transactions contemplated hereby and the performance of all of the terms and
conditions hereof to be performed by the Partnership Parties have been duly
authorized and approved by all requisite limited partnership action or
limited liability company action, as applicable, of each of the Partnership
Parties. This Agreement has been duly executed and delivered by each of the
Partnership Parties and constitutes the valid and legally binding obligation
of each of them, enforceable against each of them in accordance with its
terms, except as such enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or other
similar laws affecting the enforcement of creditors rights and remedies
generally and by general principles of equity (whether applied in a
proceeding at law or in equity).(b)
    
    Each of the Partnership Parties has full limited partnership or
limited liability company power and authority, as applicable, to execute and
deliver each Ancillary Agreement to which it is a party or signatory, to
consummate the transactions contemplated thereby and to perform all of the
terms and conditions thereof to be performed by it. The execution and delivery
by each of the Partnership Parties of each of the Ancillary Agreements to which
it will be a party, the consummation of the transactions contemplated thereby
and the performance of all of the terms and conditions thereof to be performed
by it have been duly authorized and approved by all requisite limited
partnership action or limited liability company action, as applicable, of each
of the Partnership Parties. When executed and delivered by each of the parties
party thereto, each Ancillary Agreement will constitute a valid and legally
binding obligation of each of the Partnership Parties that is a party thereto,
enforceable against each such Partnership Party in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or other similar laws
affecting the enforcement of creditors rights and remedies generally and by
general principles of equity (whether applied in a proceeding at law or in
equity).
 No Conflict; Consents
 (a)
    
    This execution, delivery and performance of this Agreement by
the Partnership Parties does not, and the execution, delivery and performance
by each of the Partnership Parties of each of the Ancillary Agreements by
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the Partnership Parties party thereto will not, and the fulfillment and compliance
with the terms and conditions hereof and the consummation of the transactions
contemplated hereby and thereby will not, (i) violate,
conflict with any of, result in any breach of, or require the consent of any
Person under, the terms, conditions or provisions of the certificates of
formation, limited liability company agreements, limited partnership
agreements or equivalent governing instruments of any Partnership Party;
(ii) conflict with or violate any provision of any law or administrative
rule or regulation or any judicial, administrative or arbitration order,
award, judgment, writ, injunction or decree applicable to any of such
Partnership Parties or any property or asset of such Partnership Parties;
(iii) conflict with, result in a breach of, constitute a default under
(whether with notice or the lapse of time or both), or accelerate or permit
the acceleration of the performance required by, or require any consent,
authorization or approval under, any indenture, mortgage, agreement,
contract, commitment, license, concession, permit, lease, joint venture or
other instrument to which any of such Partnership Parties is a party or by
which either of them is bound or to which any of their property is subject,
except in the case of clauses (ii) or (iii), for those items which
individually or in the aggregate would not reasonably be expected to have a
Partnership Material Adverse Effect; and(b)
    
    no consent, approval, license, permit, order or authorization
of any Governmental Authority or other Person is required to be obtained or
made by or with respect to the Partnership Parties in connection with the
execution, delivery, and performance of this Agreement and the Ancillary
Agreements or the consummation of the transactions contemplated hereby and
thereby, except (i) as have been waived or obtained or with respect to which
the time for asserting such right has expired, (ii) for those which
individually or in the aggregate would not reasonably be expected to have a
Partnership Material Adverse Effect (including such consents, approvals,
licenses, permits, orders or authorizations that are not customarily obtained
prior to the Closing and are reasonably expected to be obtained in the ordinary
course of business following the Closing), or (iii) pursuant to the applicable
requirements, if any, of the HSR Act.
 Brokerage Arrangements
  Litigation
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Valid Issuance; Listing
 (a)
    
    The offer and sale of the Common Units in the Private Equity
Placement and the limited partner interests represented thereby have been duly
authorized by the Partnership pursuant to the Partnership Agreement and, when
issued and delivered to the Contributing Parties in accordance with the terms
of this Agreement and the Partnership Agreement, will be validly issued, fully
paid (to the extent required by the Partnership Agreement) and nonassessable
(except as such nonassessability may be affected by Sections 17-303, 17-607 and
17-804 of the Delaware LP Act), will be free of any and all Liens and
restrictions on transfer, other than restrictions on transfer under the
Partnership Agreement and under applicable state and federal securities laws.(b)
    
    The Partnerships currently outstanding Common Units are listed
on the NYSE, and the Partnership has not received any notice of delisting.
 
 Operation of the Transferred Assets and Transferred Business
 (a)
    
    Except as provided by this Agreement or the Ancillary
Agreements (including, for purposes of clarification, any movement of ownership
interests or reorganizations internal to the entities controlled directly or
indirectly by Williams and its Affiliates other than the Contributing Parties
that are necessary to position the Contributed Interests for contribution
pursuant to the terms of this Agreement and the CCA Agreement) or as consented
to by the Partnership Parties, during the period from the date of this
Agreement through the Closing Date, the Contributing Parties shall and shall
cause the Contributed Company to:
 (i)
    
    conduct its business and operations relating to
the Transferred Assets and the Transferred Business in the usual and
ordinary course thereof; and(ii)
    
    preserve, maintain and protect the Transferred
Assets and Transferred Business and operations related thereto as are
now being conducted;
 provided, however,
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Section 5.1
 (b)
    
    Except (i) as provided by this Agreement or the Ancillary
Agreements (including, for purposes of clarification, any movement of ownership
interests or reorganizations internal to the entities controlled directly or
indirectly by Williams and its Affiliates other than the Contributing Parties
that are necessary to position the Contributed Interests for contribution
pursuant to the terms of this Agreement and the CCA Agreement), (ii) as set
forth in Disclosure Schedule 5.1(b) or (iii) as consented to by the
Partnership Parties, during the period from the date of this Agreement through
the Closing Date, the Contributing Parties shall not (to the extent such action
would affect the Transferred Assets or the Transferred Business), and shall not
permit the Contributed Company to:
 (i)
    
    amend its organizational documents;(ii)
    
    liquidate, dissolve, recapitalize or otherwise
wind up its business;(iii)
    
    make any material change in any method of
accounting or accounting principles, practices or policies, other than
those required by GAAP or Applicable Law;(iv)
    
    make, amend or revoke any material election
with respect to Taxes;(v)
    
    enter into any Material Contract, or terminate
any Material Contract or amend any Material Contract in any material
respect, in each case, other than in the ordinary course of business;(vi)
    
    purchase or otherwise acquire (including by
lease) any asset or business of, or any equity interest in, any Person
for consideration in excess of $20,000,000 to the extent such asset,
business or equity interest would constitute a Transferred Asset or a
Transferred Business;(vii)
    
    sell, lease or otherwise dispose of any asset
included in the Transferred Assets for consideration in excess of
$20,000,000;(viii)
    
    take any action, refrain from taking any action, or enter into any
agreement or contract that would result in the imposition of any Lien
(other than Permitted Liens) on any of the Transferred Assets;(ix)
    
    file any material lawsuit with respect to the
Transferred Assets or the Transferred Business;(x)
    
    cancel, compromise, waive, release or settle
any right, claim or lawsuit with respect to the Transferred

Assets or
the Transferred
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##### 



Business other than immaterial rights and claims in the
ordinary course of business consistent with past practice;(xi)
    
    undertake any capital project with respect to
the Transferred Assets or the Transferred Business in excess of
$20,000,000, other than reasonable capital expenditures in connection
with any emergency or force majeure events;(xii)
    
    merge or consolidate with any Person;(xiii)
    
    make any loan to any Person (other than extensions of credit to
customers in the ordinary course of business and intercompany loans
under Williams cash management system in accordance with past
practice);(xiv)
    
    enter into any transactions with any
Contributing Party or its Affiliates, except as contemplated by this
Agreement or, in the ordinary course of business, for the provision of
natural gas gathering, processing or treating services or for the
purchase or sale of natural gas for fuel or system requirements, in
each case, on commercially reasonable terms;(xv)
    
    with respect to the Contributed Company, issue
or sell any equity interests, notes, bonds or other securities, or any
option, warrant or right to acquire the same or incur, assume or
guarantee any indebtedness for borrowed money;(xvi)
    
    with respect to the Contributed Company, make
any distribution with respect to its equity interests or redeem,
purchase, or otherwise acquire any of its equity interests;(xvii)
    
    fail to maintain in full force and effect insurance policies covering
the Contributed Company, the Transferred Assets and the Transferred
Business in a form and amount consistent with those disclosed in
Disclosure Schedule 3.19 or customary industry practice;(xviii)
    
    acquire, commence or conduct any activity or business that may
generate income for federal income tax purposes that may not be
qualifying income (as such term is defined pursuant to Section 7704
of the Code), except to the extent such activity or business is being
conducted on the date of this Agreement;(xix)
    
    take any action that would reasonably be
expected to result in any representation and warranty of the
Contributing Parties set forth in this Agreement becoming untrue in any
material respect;
 35




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(xx)
    
    fail to make any minimum required contributions
to a Title IV Plan or fail to use commercially reasonable efforts to
ensure that no Title IV Plan is in at-risk status (as defined in
Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); or(xxi)
    
    agree, whether in writing or otherwise, to do
any of the foregoing.
 Access
  Cooperation; Further Assurances
 (a)
    
    The Contributing Parties shall cooperate with the Partnership
Parties to assist in identifying all licenses, authorizations or permits
necessary to conduct the Transferred Business and own and operate the
Transferred Assets from and after the Closing Date and, where necessary and
permissible, transfer existing licenses, authorizations and permits to the
Partnership Parties and, where not permissible, assist the Partnership Parties
in obtaining new licenses, authorizations or permits at no cost, fee or
liability to the Partnership Parties.
 (b)
    
    The Contributing Party and the Partnership Parties shall use
their respective commercially reasonable efforts (i) to obtain all approvals
and consents required by or necessary for the transactions contemplated by this
Agreement and the Ancillary Agreements, including any approvals and consents
required by the HSR Act, and (ii) to ensure that all of the conditions to the
respective obligations of such parties contained in Sections 6.1 and
6.2, respectively, are satisfied timely. Each of the parties
acknowledges that certain actions may be necessary with respect to the matters
and actions contemplated by this Agreement and the Ancillary Agreements such as
making notifications and obtaining consents or approvals or other clearances
that are material to the consummation of the transactions contemplated hereby,
and each agrees to take all appropriate action and to do all things necessary,
proper or advisable under Applicable Laws and regulations to make effective the
transactions contemplated by this Agreement and the Ancillary Agreements;
provided, however, that nothing in this Agreement will require any party hereto
to hold separate or make any divestiture not expressly contemplated herein of
any asset or otherwise agree to any restriction on its operations or other
burdensome
 36




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##### 



condition which would in any such case be material to its assets,
liabilities or business in order to obtain any consent or approval or other
clearance required by this Agreement or any Ancillary Agreement.
 
 Conditions to the Obligation of the Partnership Parties
  (a)
    
    The representations and warranties of the Contributing Parties
set forth in this Agreement shall be true and correct (without giving effect to
any materiality standard or Transferred Business Material Adverse Effect
qualification) as of the date of this Agreement and on the Closing Date as if
made on such date, or in the case of representations and warranties that are
made as of a specified date, such representations and warranties shall be true
and correct (without giving effect to any materiality standard or Transferred
Business Material Adverse Effect qualification) as of such specified date,
except, in each case, to the extent that failure of such representations and
warranties to be true and correct would not, individually or in the aggregate,
result in a Transferred Business Material Adverse Effect. The Contributing
Parties shall have performed or complied in all material respects with all
obligations and covenants required by this Agreement to be performed or
complied with by it by the time of the Closing. The Contributing Parties shall
have delivered to the Partnership Parties a certificate, dated as of the
Closing Date and signed by an authorized officer of such Contributing Party,
confirming the foregoing matters set forth in this Section 6.1(a)
(collectively, the Contributing Party Closing Certificates).(b)
    
    All necessary filings with and consents, approvals, licenses,
permits, orders and authorizations of any Governmental Authority required for
the consummation of the transactions contemplated in this Agreement (including
any required by the HSR Act) shall have been made and obtained, and all waiting
periods with respect to filings made with Governmental Authorities in
contemplation of the consummation of the transactions described herein shall
have expired or been terminated.(c)
    
    All necessary consents of any Person not a party hereto, other
than any Governmental Authority, required for the consummation of the
transactions contemplated in this Agreement shall have been made and obtained,
including any consents set forth on Disclosure Schedule 3.3.
 37




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##### 



(d)
    
    No statute, rule, regulation, executive order, decree,
temporary restraining order, preliminary or permanent injunction, judgment or
other order shall have been enacted, entered, promulgated, enforced or issued
by any Governmental Authority, or other legal restraint or prohibition
preventing the consummation of the transactions contemplated hereby shall be in
effect, and no investigation, action or proceeding before a Governmental
Authority shall have been instituted or threatened challenging or seeking to
restrain or prohibit the consummation of the transactions contemplated
hereby or to recover damages in connection therewith.(e)
    
    Since the date of this Agreement, there shall not have occurred
a Transferred Business Material Adverse Effect.(f)
    
    The Financing Transaction shall have been consummated and,
together with other cash available to the Partnership, shall provide available
financing to the Partnership in an amount no less than the amount of the Cash
Consideration.(g)
    
    The transactions contemplated in the CCA Agreement relating to
the Contributed Interests, the Transferred Assets and the Transferred Business
(including, for purposes of clarification, any movement of ownership interests
or reorganizations internal to the entities controlled directly or indirectly
by Williams and its Affiliates other than the Contributing Parties that are
necessary to position the Contributed Interests for contribution pursuant to
the terms of this Agreement and the CCA Agreement) shall have been consummated.(h)
    
    The Fort Union Interests shall have been conveyed to RMT
pursuant to the Assignment and Assumption Agreement.(i)
    
    The Contributing Parties shall have delivered, or caused to be
delivered, to the Partnership Parties all of the documents, certificates and
other instruments required to be delivered under, and otherwise complied with
the provisions of, Section 2.3(b).
 Conditions to the Obligation of the Contributing Parties
  (a)
    
    The representations and warranties of the Partnership Parties
set forth in this Agreement shall be true and correct (without giving effect to
any materiality standard or Partnership Material Adverse Effect qualification)
as of the date of this Agreement and on the Closing Date as if made on such
date, or in the case of representations and warranties that are made as of a
specified date, such representations and warranties shall be true and correct
(without giving effect to any materiality standard or Partnership
 38




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##### 



Material
Adverse Effect qualification) as of such specified date, except, in each case,
to the extent that failure of such representations and warranties to be true
and correct would not, individually or in the aggregate, result in a
Partnership Material Adverse Effect. The Partnership Parties shall have
performed or complied in all material respects with all obligations and
covenants required by this Agreement to be performed or complied with
by them by the time of the Closing. Each of the Partnership Parties shall
have delivered to the Contributing Party a certificate, dated as of the
Closing Date and signed by an authorized officer of such Partnership Party
or its general partner confirming the foregoing matters set forth in this
Section 6.2(a) (together, the Partnership Parties Closing
Certificates).
 (b)
    
    All necessary filings with and consents, approvals, licenses,
permits, orders and authorizations of any Governmental Authority required for
the consummation of the transactions contemplated in this Agreement (including
any required by the HSR Act) shall have been made and obtained, and all waiting
periods with respect to filings made with Governmental Authorities in
contemplation of the consummation of the transactions described herein shall
have expired or been terminated.(c)
    
    All necessary consents of any Person not a party hereto, other
than any Governmental Authority, required for the consummation of the
transactions contemplated in this Agreement shall have been made and obtained.(d)
    
    No statute, rule, regulation, executive order, decree,
temporary restraining order, preliminary or permanent injunction, judgment or
other order shall have been enacted, entered, promulgated, enforced or issued
by any Governmental Authority, or other legal restraint or prohibition
preventing the consummation of the transactions contemplated hereby shall be in
effect, and no investigation, action or proceeding before a Governmental
Authority shall have been instituted or threatened challenging or seeking to
restrain or prohibit the consummation of the transactions contemplated by this
Agreement or to recover damages in connection therewith.(e)
    
    Since the date of this Agreement, there shall not have occurred
a Partnership Material Adverse Effect.(f)
    
    The Partnership Parties shall have delivered, or caused to be
delivered, to the Contributing Party all of the documents, certificates and
other instruments required to be delivered under, and otherwise complied with
the provisions of, Section 2.3(c).
 39




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##### 



Liability for Taxes
 (a)
    
    The Contributing Parties shall be liable for, and shall
indemnify and hold the Partnership Parties and their respective subsidiaries
harmless from any Taxes, together with any costs, expenses, losses or damages,
including reasonable expenses of investigation and attorneys and accountants
fees and expenses, arising out of or incident to the determination, assessment
or collection of such Taxes (Tax Losses), (i) imposed on or incurred by
the Contributed Company, the Transferred Assets or the Transferred Business
by reason of Treasury Regulations Section 1.1502-6 or any analogous state,
local or foreign law or regulation which is attributable to having been a
member of any consolidated, combined or unitary group on or prior to and
including the Closing Date, (ii) any Tax Losses (other than Tax Losses
described in clause (i) above) imposed on or incurred by or with respect to
the Contributed Company, the Transferred Assets or the Transferred Business
with respect to the period prior to and including the Closing Date, or (iii)
attributable to a breach by the Contributing Party of any representation
(other than those contained in Section 3.11, to which Article
9 shall be applicable), warranty or covenant with respect to Taxes in
this Agreement.(b)
    
    The Partnership Parties shall be liable for, and shall
indemnify and hold the Contributing Party and its Affiliates (other than the
Partnership Parties and their subsidiaries) harmless from, any Tax Losses (i)
imposed on or incurred by the Contributed Company, the Transferred Assets or
the Transferred Business with respect to the period after the Closing Date or
(ii) attributable to a breach by the Partnership Parties of any covenant with
respect to Taxes in this Agreement.(c)
    
    Whenever it is necessary for purposes of this Article 7
to determine the amount of any Taxes imposed on or incurred by the Contributed
Company, the Transferred Assets or the Transferred Business for a taxable
period beginning before and ending after the Closing Date which is allocable to
the period prior to and including the Closing Date, the determination shall be
made, in the case of property or ad valoremtaxes or franchise taxes (which are
measured by, or based solely upon capital, debt or a combination of capital and
debt), on a per diembasis and, in the case of other Taxes, by assuming that
such pre-Closing Date period constitutes a separate taxable period applicable
to the Contributed Company, the Transferred Assets or the Transferred Business
and by taking into account the actual taxable events occurring during such
period (except that exemptions, allowances and deductions for a taxable period
beginning before and ending after the Closing Date that are calculated on an
annual or periodic basis, such as the deduction for depreciation, shall be
 40




---



##### 



apportioned to the period prior to and including the Closing Date ratably on a
per diembasis). Notwithstanding anything to the contrary herein, any franchise
tax paid or payable with respect to the Contributed Company, the Transferred
Assets or the Transferred Business shall be allocated to the taxable period
during which the income, operations, assets or capital comprising the base of
such tax is measured, regardless of whether the right to do business for
another taxable period is obtained by the payment of such franchise tax.(d)
    
    If any of the Partnership Parties or their Affiliates receives
a refund of any Taxes that any of the Contributing Parties are responsible for
hereunder, or
if the Contributing Parties or their Affiliates receive a refund of any
Taxes that any of the Partnership Parties is responsible for hereunder, the
party receiving such refund shall, within ninety (90) days after receipt of
such refund, remit it to the party who has responsibility for such Taxes
hereunder. The parties shall cooperate in order to take all necessary steps
to claim any such refund.
 Tax Returns
 (a)
    
    The Contributing Parties shall cause to be included in the
consolidated federal income Tax Returns (and the state income Tax Returns of
any state that permits consolidated, combined or unitary income Tax Returns, if
any) of the Williams Tax Group for all periods ending on or before the Closing
Date, all the items of income, gain, loss, deduction and credit (Tax Items)
with respect to the Transferred Assets or Transferred Business which are
required to be included therein, shall cause such Tax Returns to be timely
filed with the appropriate Taxing Authorities, and shall be responsible for the
timely payment (and entitled to any refund) of all Taxes due with respect to
the periods covered by such Tax Returns.(b)
    
    With respect to any Tax Return covering a taxable period ending
on or before the Closing Date that is required to be filed after the Closing
Date with respect to the Contributed Company, the Transferred Assets or the
Transferred Business that is not described in Section 7.2(a) above, the
Contributing Parties shall cause such Tax Return to be prepared, cause to be
included in such Tax Return all Tax Items required to be included therein,
cause such Tax Return to be filed timely with the appropriate Taxing Authority,
and be responsible for the timely payment (and entitled to any refund) of all
Taxes due with respect to the period covered by such Tax Return.(c)
    
    With respect to any Tax Return covering a taxable period
beginning on or before the Closing Date and ending after the Closing Date that
is required to be filed after the Closing Date with respect to the Contributed
Company, the Transferred Assets or the Transferred Business, the Contributing
Parties shall cause such Tax Return to be prepared, cause to
 41




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##### 



be included in
such Tax Return all Tax Items required to be included therein, furnish a copy
of such Tax Return to the Partnership Parties, file timely such Tax Return with
the appropriate Taxing Authority, and be responsible for the timely payment of
all Taxes due with respect to the period covered by such Tax Return (but shall
have a right to recover the amount of Tax Losses attributable to the portion of
the taxable period occurring after the Closing Date pursuant to Section
7.1(b)).(d)
    
    Any Tax Return not yet filed for any taxable period that begins
before the Closing Date with respect to the assets or operations of the
Contributed Company, the Transferred Assets or the Transferred Business shall
be prepared in accordance with past Tax accounting practices used with respect
to the Tax Returns in question (unless such past practices are no longer
permissible under the Applicable Law), and to the extent any items are not
covered by past practices, in accordance with reasonable tax accounting
practices selected by the filing party with respect to such Tax Return under
this Agreement with the consent (not to be unreasonably withheld or delayed)
of the non-filing party.
 Tax Treatment of Indemnity Payments
 Article 7
 Transfer Taxes
 Transfer Taxes
 Survival
  Conflict
 Article 7 Article 7
 42




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##### 



Events of Termination
  (a)
    
    by mutual written consent of the parties;(b)
    
    by the Partnership Parties, on the one hand, or the
Contributing Parties, on the other hand, in writing after December 31, 2010, if
the Closing has not occurred by such date, provided that as of such date the
terminating party
is not in default under this Agreement;(c)
    
    by the Partnership Parties, on the one hand, or the
Contributing Party, on the other hand, in writing without prejudice to other
rights and remedies that the terminating party or its Affiliates may have
(provided the terminating party and its Affiliates are not otherwise in
material default or breach of this Agreement, or have not failed or refused to
close without justification hereunder), if the other party has breached or
failed to perform in any respect any of its representations, warranties,
covenants or agreements contained herein and such breach or failure to perform
(i) would give rise to the failure of a condition specified in Article
6, (ii) cannot be cured or has not been cured within ten (10) days
following delivery of written notice from the non-defaulting party of such
breach of this Agreement and (iii) has not been waived by the non-defaulting
party;(d)
    
    by the Partnership Parties, on the one hand, or the
Contributing Parties, on the other hand, in writing, without liability, if
there shall be any order, writ, injunction or decree of any Governmental
Authority binding on any of the parties, which prohibits or restrains them from
consummating the transactions contemplated hereby, provided that the parties
shall have used their commercially reasonable efforts to have any such order,
writ, injunction or decree lifted and the same shall not have been lifted
within thirty (30) days after entry by any such Governmental Authority;(e)
    
    by the Contributing Parties if any of the conditions set forth
in Section 6.2 have become incapable of fulfillment, and have not been
waived in writing by the Contributing Parties; or(f)
    
    by the Partnership Parties if any of the conditions set forth
in Section 6.1 have become incapable of fulfillment, and have not been
waived in writing by the Partnership Parties;
 Effect of Termination
 Section 8.1
 43




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##### 



Section 8.2 Article 10 Section 8.1(c) Article
7 Article 9
 
 Indemnification of the Partnership Parties
 Partnership Indemnified Parties Section 9.1 Section 9.1
 Indemnification of the Contributing Parties
 Contributing Indemnified Parties Section
9.2
 44




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##### 



Section 9.2
 Tax Indemnification
 Section 3.11 Article 9 Article 7
 Survival
 Articles 3 4 th Section
3.11 Section 3.12 Section 3.16 Section 3.1 Section 3.2 Section 3.4 Section 4.1 Section 4.2 Article 9 Article 9 Section
9.4 Article 9 Article 9
 Demands
 Indemnity Claim
 45




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##### 



Right to Contest and Defend
 provided
 provided however
  46




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##### 



Cooperation
  Right to Participate
  Payment of Damages
  Limitations on Indemnification
 (a)
    
    To the extent that the Partnership Indemnified Parties would
otherwise be entitled to indemnification for Damages pursuant to Section
9.1, the Contributing Party shall be liable only if (i) the Damages with
respect to a claim exceed $300,000 (the Minimum Claim Amount) and (ii) the
Damages for all claims that exceed the Minimum Claim Amount exceed, in the
aggregate, $3,000,000 (the Deductible Amount), and then the Contributing
Party shall be liable only for Damages to the extent of any excess over the
Deductible Amount. In no event shall the Contributing Partys aggregate
liability to the Partnership Indemnified Parties under Section 9.1
exceed $100,000,000 (the Ceiling Amount). Notwithstanding the foregoing, (i)
the Deductible Amount shall not apply to breaches or inaccuracies of
representations and warranties contained in Section 3.1, Section
3.2, Section 3.4, Section 3.22 and Section 3.23 and
(ii) the Ceiling Amount shall not apply to breaches or inaccuracies of
representations and warranties contained in Section 3.4; provided, that
the Contributing Parties aggregate liability for a breach or inaccuracy of
such Section 3.4 shall not exceed an amount equal to Aggregate
Consideration
 47




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##### 



minus the amount of all other Damages payable by the Contributing
Parties hereunder.
 (b)
    
    To the extent the Contributing Indemnified Parties would
otherwise be entitled to indemnification for Damages pursuant to Section
9.2, the Partnership Parties shall be liable only if (i) the Damages with
respect to a claim exceed the Minimum Claim Amount and (ii) the Damages for all
claims that exceed the Minimum Claim Amount exceed, in the aggregate, the
Deductible Amount, and then the Partnership Parties shall be liable only for
Damages to the extent of any excess over the Deductible Amount. In no event
shall the Partnership Parties aggregate liability to the
Contributing Indemnified Parties under Section 9.2 exceed the
Ceiling Amount. Notwithstanding the foregoing, the Deductible Amount shall
not apply to breaches or inaccuracies of representations and warranties
contained in Section 4.1, Section 4.2 and Section
4.4.
 (c)
    
    Additionally, neither the Partnership Parties, on the one hand,
nor the Contributing Parties, on the other hand, will be liable as an
indemnitor under this Agreement for any consequential, incidental, special,
indirect or exemplary damages suffered or incurred by the indemnified party or
parties except to the extent resulting pursuant to Indemnity Claims.
 Sole Remedy
 Article
7 Article 9
 
 Expenses
  Notices
 Notice
  
 48




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Governing Law
  Public Statements
  49




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##### 



Entire Agreement; Amendments and Waivers
 (a)
    
    This Agreement and the Closing Documents constitute the entire
agreement among the parties with respect to the subject matter hereof and
supersede all prior agreements and understandings, both written and oral, among
the parties with respect to the subject matter hereof. Each party to this
Agreement agrees that no other party to this Agreement (including its agents
and representatives) has made any representation, warranty, covenant or
agreement to or with such party relating to this Agreement or the transactions
contemplated hereby, other than those expressly set forth herein and in the
Closing Documents.(b)
    
    No supplement, modification or waiver of this Agreement shall
be binding unless executed in writing by each party to be bound thereby. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provision hereof (regardless of whether
similar), nor shall any such waiver constitute a continuing waiver unless
otherwise expressly provided.
 Conflicting Provisions
  Binding Effect and Assignment
  [Reserved]
 Severability
  50




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Interpretation
  Headings and Disclosure Schedules.
 Agreement
 Multiple Counterparts
  Action by Partnership Parties
   51




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##### 



WILLIAMS PRODUCTION RMT COMPANY LLCBy:
    
    /s/ Ralph A. HillName:
    
    Ralph A. HillTitle:
    
    Senior Vice PresidentWILLIAMS ENERGY SERVICES, LLCBy:
    
    /s/ Alan S. ArmstrongName:
    
    Alan S. ArmstrongTitle:
    
    Senior Vice PresidentWILLIAMS PARTNERS GP LLCBy:
    
    /s/ Donald R. ChappelName:
    
    Donald R. ChappelTitle:
    
    Chief Financial OfficerWILLIAMS PARTNERS L.P.By:
    
    Williams Partners GP LLC, its general partnerBy:
    
    /s/ Donald R. ChappelName:
    
    Donald R. ChappelTitle:
    
    Chief Financial Officer




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##### 



WILLIAMS PARTNERS OPERATING LLCBy:
    
    Williams Partners L.P., its managing memberBy:
    
    Williams Partners GP LLC, its general partnerBy:
    
    /s/ Donald R. ChappelName:
    
    Donald R. ChappelTitle:
    
    Chief Financial OfficerWILLIAMS FIELD SERVICES GROUP, LLCBy:
    
    /s/ Rory L .MillerName:
    
    Rory L. MillerTitle:
    
    Vice President