exv10w3






Exhibit 10.3




ADMINISTRATIVE SERVICES AGREEMENT




     This Administrative Services Agreement (“Agreement”) is effective as of February 17, 2010 (the
“Effective Date”), by and between Transco Pipeline Services LLC, a Delaware limited liability
company (“Contractor”), and Transcontinental Gas Pipe Line Company, LLC, a Delaware limited
liability company (“Transco”).



RECITALS




     A. Transco is in the business of owning and operating natural gas pipeline, storage, and
related facilities used in the transportation and storage of natural gas in interstate commerce
(the “Business”).



     B. Effective as of February 16, 2010, at 11:59 p.m., Contractor entered into a Personnel
Services Agreement with Williams WPC-I, a Delaware corporation (“WPC”), pursuant to which WPC will
be the employer primarily for payroll, benefits and administrative operations and Contractor will
be the employer primarily with respect to business operations (the “WPC Agreement”).



     C. Transco requires certain services to operate the Business and to fulfill other general and
administrative functions relating to the Business.



     D. Contractor has agreed to provide such services in accordance with the terms of this
Agreement, and Transco is willing to engage Contractor subject to the terms and conditions of this
Agreement.



AGREEMENT




     In consideration of the foregoing recitals, which are incorporated herein by this reference,
and for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:



1. DEFINITIONS.




     1.1 Definitions. In addition to the terms defined above and the other terms defined herein, as
used in this Agreement, the following capitalized terms shall have the meanings set forth below:



     “Affiliate” means, with respect to any Person, any other Person that directly or indirectly
through one or more intermediaries controls, is controlled by or is under common control with, the
Person in question, with the term “control” meaning the possession, direct or indirect, of the
power to direct or cause the direction of the management and policies of a Person, whether through
ownership of voting securities, by contract or otherwise.



     “Bankrupt” with respect to any Person means the Person shall generally be unable to pay its
debts as such debts become due, or shall so admit in writing or shall make a general



 









 




assignment for the benefit of creditors; or any proceeding shall be instituted by or against the Person seeking to
adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of
an order for relief or the appointment of a receiver, trustee, or other similar official for it or
for any substantial part of its property and, in the case of any such proceeding instituted against
it (but not instituted by it), shall remain undismissed or unstayed for a period of 30 days; or the
Person shall take any action to authorize any of the actions set forth above.




     “Confidential Information” means non-public information about the disclosing party’s or any of
its Affiliates’ business or activities that is proprietary and confidential, which shall include
all business, financial, technical and other information, including software (source and object
code) and programming code, of a party or its Affiliates marked or designated “confidential” or
“proprietary” or by its nature or the circumstances surrounding its disclosure it should reasonably
be regarded as confidential, regardless of the means by which it was disclosed. Confidential
Information does not include information that (i) is in or enters the public domain without breach
of this Agreement, or (ii) the receiving party lawfully receives from a third party without
restriction on disclosure and to the receiving party’s knowledge without breach of a nondisclosure
obligation.



     “Default Rate” means an interest rate (which shall in no event be higher than the rate
permitted by applicable law) equal to the prime interest rate of Contractor’s principal lender.



     “Funded Amount” has the meaning set forth in Section 5.1.



     “Governmental Approval” means any material consent, authorization, certificate, permit,
right-of-way grant or approval of any Governmental Authority that is necessary for the
construction, ownership, or operation of the Business in accordance with applicable Laws.



     “Governmental Authority” means any court or tribunal in any jurisdiction or any federal,
state, tribal, municipal, or local government or other governmental body, agency, authority,
department, commission, board, bureau, instrumentality, arbitrator, or arbitral body or any
quasigovernmental or private body lawfully exercising any regulatory or taxing authority.



     “Laws” means any applicable statute, common law, rule, regulation, judgment, order, ordinance,
writ, injunction, or decree issued or promulgated by any Governmental Authority.



     “Payment Amount” has the meaning set forth in Section 5.1.



     “Person” means an individual or a corporation, limited liability company, partnership, joint
venture, trust, unincorporated organization, association, government agency or political
subdivision thereof, or other entity.



     “Services” has the meaning set forth in Section 2.2.



     “Subject Employees” has the meaning set forth in Section 7.3.



2









 





     1.2 Construction. Unless a clear contrary intention appears, as used herein (a) the singular
includes the plural and vice versa, (b) reference to any document means such document as amended
from time to time, (c) “include” or “including” means including without limiting the generality of
any description preceding such term, (d) the word “or” is not exclusive, unless otherwise expressly
stated, (e) the terms “hereof,” “herein,” “hereby,” and derivative or similar words refer to this
entire Agreement, as the same may be amended from time to time, (f) headings are for convenience
only and do not constitute a part of this Agreement, (g) references to money refer to legal
currency of the United States of America, and (h) all accounting terms shall be interpreted and all
accounting determinations shall be made in accordance with U.S. generally accepted accounting
principles.



2. RETENTION OF CONTRACTOR; SCOPE OF SERVICES.




     2.1 Retention of Contractor. Transco engages Contractor to perform the Services and to provide
all personnel and any facilities, goods, and equipment not otherwise provided by Transco necessary
to operate the Business as provided below, and Contractor accepts such engagement.



     2.2 Scope of Services; Performance Standards. The “Services” shall consist of such services
Transco determines may be reasonable and necessary to operate the Business, including employees
(subject to the terms and conditions of the WPC Agreement), accounting, information technology,
company development, operations, administration, insurance, risk management, tax, audit, finance,
land, marketing, legal, and engineering, which Services may be expanded, modified, or reduced from
time to time as agreed upon by the parties. Contractor shall perform the Services substantially in
accordance with industry standards and substantially in accordance with all applicable material
Governmental Approvals and Laws. Except as provided above, Contractor makes no representations or
warranties regarding the Services and Contractor does not warrant or guarantee any particular
outcome as a result of the Services.



     2.3 Intellectual Property.



          2.3.1 Any (i) inventions, whether patentable or not, developed or invented, or (ii)
copyrightable material (and the intangible rights of copyright therein) developed, by Contractor or
its Affiliates or its or their employees in connection with the performance of the Services shall
be the property of Contractor except that during the term of this Agreement (A) Transco shall be
granted an irrevocable, royalty-free, nonexclusive and non-transferable right and license to use
such inventions or material, and (B) Transco shall only be granted such a right and license to the
extent such grant does not conflict with, or result in a breach, default, or violation of a right
or license to use such inventions or material granted to Contractor by any Person other than an
Affiliate of Contractor. Notwithstanding the foregoing, Contractor shall use commercially
reasonable efforts to grant such right and license to Transco.



          2.3.2 Transco grants to Contractor and its Affiliates an irrevocable, royalty-free,
non-exclusive, and non-transferable right and license to use, during the term of this Agreement,
any intellectual property provided by Transco to Contractor or its Affiliates, but only to the
extent such use is necessary for the performance of the Services. Contractor shall, and shall
cause its Affiliates to, utilize such intellectual property solely in connection with the
performance of the Services.





3









 







     2.4 Limitation of Authority. Transco shall have the exclusive authority to appoint an
independent registered public accounting firm to audit the financial statements of Transco.
Notwithstanding such right, nothing in this Agreement shall limit Contractor’s or Contractor’s
Affiliates’ right to audit the books and records of Transco pursuant to any other agreement between
the parties.



3. RELATIONSHIP; DELEGATION OF DUTY.




     3.1 Independent Contractor. The parties to this Agreement are independent contractors, and
none of the provisions of this Agreement shall be interpreted or deemed to create any relationship
between or between the parties other than that of independent contractors. Nothing contained in
this Agreement shall be construed to create a relationship of employer and employee, master and
servant, principal and agent, or partners or joint-venturers between Transco and Contractor,
between Transco and any employee or agent of Contractor, or between Contractor and any employee or
agent of Transco. Without limiting the generality of the foregoing, Transco shall have no right to
control or direct the details, manner, or means by which Contractor perform the Services. Under no
circumstances shall Contractor’s or Contractor’s Affiliates’ employees be considered or deemed to
be employees of Transco.



     3.2 Delegation of Duty. In the performance of its obligations under this Agreement, Contractor
may act directly or through its Affiliates, agents, counsel (in-house or outside) or other persons,
may delegate the performance of functions and may consult with agents, counsel (in-house or
outside) and other Persons. Contractor, and any Person to whom its obligations have been delegated
including any of its Affiliates, shall be entitled to conclusively rely for all purposes upon any
notice, document, correspondence, request or directive received by it from Transco or its
Affiliates, or any officer or director of Transco or its Affiliates, and shall not be obligated to
inquire (a) as to the authority or power of any person executing or presenting any such notice,
document, correspondence, request or directive, or (b) as to the truthfulness of any statements set
forth therein.



4. BOOKS, RECORDS AND REPORTING.




     4.1 Books and Records. Contractor shall maintain accurate books and records regarding the
performance of the Services and its calculation of the Payment Amount, and shall maintain such
books and records for the period required by applicable accounting practices or Law.



     4.2 Audits. Transco shall have the right, upon reasonable notice, and at all reasonable times
during usual business hours, to inspect, audit, examine, and make copies of the books and records
referred to above, which right may be exercised through any agent or employee of Transco designated
in writing by it or by an independent public accountant, engineer, attorney, or other agent so
designated. Transco shall bear all costs and expenses incurred in any inspection, examination, or
audit unless an audit determines that Transco has been overcharged, in which case, in addition to
refunding to Transco the amount of the overcharge, Contractor shall
reimburse Transco for the cost of the audit together with interest thereon at the Default Rate
from



4









 




the time of the overcharge until refunded. Contractor shall review and respond in a timely
manner to any claims or inquiries made by Transco regarding matters revealed by any such
inspection, examination or audit.




     4.3 Reports. Contractor shall prepare and deliver to Transco any reports provided for in this
Agreement and such other reports as Transco may reasonably request from time to time regarding the
performance of the Services.



5. PAYMENT TO CONTRACTOR.




     5.1 Payment to Contractor. Contractor shall be reimbursed by Transco on a monthly basis, or
such other basis as the Contractor may determine (including on a cash or accrual basis), for (a)
all direct and indirect expenses it incurs or payments it makes on behalf of Transco (including
salary, bonus, incentive compensation, benefits, and other amounts paid to any Person, including
Affiliates of Contractor) to perform the Services, including expenses allocated to Transco by
Affiliates of Contractor, and (b) all other expenses allocable to the Business or otherwise
incurred by Contractor in connection with operating the Business (including expenses allocated to
Contractor by its Affiliates) (collectively, the “Payment Amount”). Contractor shall determine the
expenses that are allocable to Transco. Reimbursements pursuant to this Section shall be in
addition to any reimbursement to Contractor as a result of indemnification pursuant to any other
Section in this Agreement. Any allocation of expenses to Transco by Affiliates of Contractor in a
manner consistent with then-applicable accounting and allocation methodologies generally permitted
by the Federal Energy Regulatory Commission (“FERC”) for rate-making purposes (or in the absence of
then-applicable methodologies permitted by the FERC, consistent with the most-recently applicable
methodologies) and past business practices shall be deemed to be fair and reasonable to Transco.
For the purpose of Contractor’s determination of expenses under this Section 5.1, the parties agree
that Transco shall be given full credit for the amount of assets Transco previously contributed
(calculated immediately prior to the Effective Date) to fund post retirement benefits under any
plans or trusts (including any VEBA or 401(h) account) maintained for the benefit of the employees
of any Person, which employees are engaged in the performance of the Services, as the value of such
assets may be increased or decreased due to investment results, administrative expenses, and
benefit payments (“Funded Amount”), such that no portion of the cost of post-retirement benefits to
the extent paid with the Funded Amount is allocated or charged to Transco under this Section 5.1.



     5.2 Benefit Plans. Contractor, directly or through its Affiliates, may adopt and participate
in employee benefit plans, employee programs, and employee practices (including COBRA obligations,
paid time off payments, severance, retiree medical, retiree life, equity related awards, bonuses,
vesting of employee benefits, retirement plans, and other employee or retiree related payments,
obligations, liabilities or benefits) (collectively, “Plans and Practices”), in each case for the
benefit of employees, former employees, and directors of Contractor or any of its Affiliates, in
respect of Services performed, directly or indirectly, for the benefit of Transco. Contractor,
directly or through its Affiliates, has adopted and participates in (or in the future may adopt and
participate in) Plans and Practices for the benefit of employees and former employees of Transco,
the predecessor of Transco (Transcontinental Gas Pipe Line Corporation),
and their Affiliates, in respect of services previously performed, directly or indirectly, for
the



5









 




benefit of Transco or its predecessor. Any and all expenses incurred or accrued by Contractor
or its Affiliates in connection with any such Plans and Practices shall be reimbursed by Transco in
accordance with the procedures described in Section 5.1.




6. CONFIDENTIAL INFORMATION.




     6.1 Nondisclosure. Each of Contractor and Transco shall (a) not disclose to any third party
or use any Confidential Information disclosed to it by the other except as necessary to carry out
its obligations under this Agreement, and (b) take all reasonable measures to maintain the
confidentiality of all Confidential Information of the other party in its possession or control,
which will in no event be less than the measures it uses to maintain the confidentiality of its own
information of similar type and importance.



     6.2 Permitted Disclosure. Notwithstanding the foregoing, each party may disclose Confidential
Information (a) to the extent required by a court of competent jurisdiction or other governmental
authority or otherwise as required by law, including without limitation disclosure obligations
imposed under the federal securities laws, provided that such party has given the other party prior
notice of such requirement when legally permissible to permit the other party to take such legal
action to prevent the disclosure as it deems reasonable, appropriate or necessary, or (b) to its
and its Affiliates’ consultants, legal counsel, accountants, financing sources, and their advisors
including Persons performing duties pursuant to Section 3.2.



7. TERM AND TERMINATION.




     7.1 Term. Unless terminated earlier as provided below, this Agreement shall remain in full
force and effect except that (a) Contractor may terminate this Agreement upon 60 days’ advance
written notice to the other party, and (b) Contractor or Transco may terminate this Agreement
immediately upon written notice to the other party at any time at which neither Contractor nor an
Affiliate of Contractor is the general partner of Williams Partners L.P. or its successor in
interest.



     7.2 Termination for Breach. If a party shall be in breach of any provision of this Agreement
(the “Breaching Party”), the non-breaching party (“Non-breaching Party”) shall give the Breaching
Party written notice of such breach (the “Notice”), and, subject to the terms of this Section, the
Breaching Party shall have 30 days after receipt of the Notice within which to cure the breach
except that no Notice shall be required if (a) the breach is an obligation to pay money, in which
case the Breaching Party shall have five business days to cure the breach; (b) the same breach
occurs in any six-month period; (c) the breach pertains to the Breaching Party’s obligations under
Section 6; or (d) a party files a petition in Bankruptcy (or is the subject of an involuntary
petition in Bankruptcy that is not dismissed within 60 days after the effective filing date
thereof). With respect to a breach of the obligations of a Breaching Party contained in Section 6,
there is no adequate remedy at law, and the Non-Breaching Party will suffer irreparable harm as a
result of such a breach. Therefore, if a breach or threatened breach by a Breaching Party of
Section 6 occurs, the Non-Breaching Party shall be entitled to injunctive relief restraining the
breaching party from doing any act in violation thereof without the obligation of posting a bond,
cash, or otherwise.



6









 





     7.3 Effect of Termination. If this Agreement is terminated in accordance with Section 7.1 or
7.2, all rights and obligations under this Agreement shall cease except for (a) obligations that
expressly survive termination of this Agreement; (b) liabilities and obligations that have accrued
prior to such termination, including the obligation to pay any amounts that have become due and
payable prior to such termination, (c) the obligation to pay any portion of the Payment Amount that
has accrued prior to such termination, even if such portion has not become due and payable at that
time, and (d) all liabilities and other obligations attributable, or in any way related to,
employees and former employees of Transco, Contractor, and their respective Affiliates to the
extent that such employees and former employees provided Services to Transco, and the predecessors
in interest of each and the estates, heirs, personal representatives, successors, and assigns of
each such employee and former employee (each, a “Subject Employee”) including with respect to
current and former Plans and Practices and any benefit, equity, or incentive related plans,
programs, policies, or practices of Transco or its predecessors, all of which shall be paid when
due by Transco, recognizing that the amount of some of such liabilities and other obligations shall
not be known at the time of termination of this Agreement and the obligation to pay shall continue
after such termination..



8. RELEASE; INDEMNIFICATION; AND LIMITATION OF LIABILITY.




     8.1 Release. Transco, for itself and on behalf of its Affiliates, and the predecessors in
interest, successors, and assigns of each, releases and forever discharges Contractor, Contractor’s
Affiliates, and the successors and assigns of each, and the officers, directors, shareholders,
members, partners, employees, contractors, and agents of each (as applicable, a “Releasee”) of and
from any and all causes of action, claims, demands, assessments, losses, liabilities, fines,
penalties, suits, damages, liabilities, liens, rights, compensation, costs, and expenses of
whatsoever kind or nature including reasonable legal and expert fees and expenses (each, a
“Damage”), whether now known or unknown, and whether they exist now or in the future, arising from
or relating to performance of, error or delay in performance, attempting to perform or failing to
perform, any responsibilities hereunder, or any Damages related thereto, including claims arising
as a result of the express negligence of the Releasee unless the Damage resulted from the gross
negligence or willful misconduct of the Releasee.



     8.2 Indemnification. Notwithstanding the definitions provided in Section l.1, as used in this
Subsection 8.2: (a) the term Affiliate, when used with reference to Contractor, shall not include
Transco or any of its subsidiaries, and, when used with reference to Transco, shall not include
Contractor and its Affiliates; (b) references to Contractor and Transco, as applicable, as the
Indemnified Party, shall include their respective Affiliates, the successors and assigns of each,
and the officers, directors, shareholders, members, partners, employees, contractors, and agents of
each, and their respective successors, assigns, and, in the case of individuals, their estates,
heirs, and personal representatives; and (c) the Subject Employees are deemed to be third parties.



          8.2.1 Indemnification Obligations. Transco, for itself and on behalf of its Affiliates, and
the predecessors in interest, successors, and assigns of each (the “Transco Indemnifying Party”)
shall indemnify Contractor (the “Contractor Indemnified Party”) from and against all Damages
sustained or incurred as a result of or arising out of or by virtue of any claim made by a third
party against a Contractor Indemnified Party, which claim arises out of or is



7









 




caused by (a) a breach of this Agreement by a Transco Indemnifying Party, or (b) any action or
omission, including negligence (but excluding gross negligence or willful misconduct) of a
Contractor Indemnifying Party (as defined below) or its employees or subcontractors in connection
with Contractor’s obligations hereunder.




          Contractor, for itself and on behalf of its Affiliates, and the predecessors in interest,
successors, and assigns of each (the “Contractor Indemnifying Party”) shall indemnify Transco (the
“Transco Indemnified Party”) from and against all Damages sustained or incurred as a result of or
arising out of or by virtue of any claim made by a third party against a Transco Indemnified Party,
which claim arises out of or is caused by the gross negligence or willful misconduct of a
Contractor Indemnifying Party or its employees or subcontractors.



          8.2.2 Procedure. Each of Contractor and Transco shall give the other party prompt written
notice and information in such party’s possession concerning any claim that could result in a
Damage. In performing its indemnity obligation, the Transco Indemnifying Party or the Contractor
Indemnifying Party (as applicable, the “Indemnifying Party”) shall have the right to assume the
settlement in the defense of any suit or suits or other legal proceedings brought to enforce all
such Damages and shall pay all judgments entered in any such suit or other legal proceedings.
Except in the case where the Indemnifying Party refuses to assume such defense in settlement, the
Indemnifying Party shall have no liability for any settlement in or compromise made without its
written consent.



     8.3 Disclaimer; Limitation of Liability. Neither party shall be responsible for any
incidental, indirect, consequential, special, punitive, or exemplary damages. Regardless of the
basis on which Transco makes a claim against Contractor for damages, Contractor shall not be liable
for any amount in excess of the lesser of (a) the amount of any actual and direct loss or damage
incurred, or (b) the amount paid to Contractor in excess of reimbursement for direct and indirect
costs in performance of the Services. All claims against Contractor shall be deemed waived unless
made by Transco in writing and received by Contractor within six months after completion of the
Services with respect to which the claim is being made.



9. GENERAL PROVISIONS.




     9.1 Force Majeure. A party’s obligation under this Agreement, other than an obligation to pay
money and the indemnification obligations hereunder, shall be excused when and to the extent its
performance of that obligation is prevented due to any cause beyond the reasonable control of a
party, including the following causes (unless they are within such party’s reasonable control):
acts of God, strikes, lockouts, acts of the public enemy, wars or warlike action (whether actual or
impending), arrests and other restraints of government (civil or military), blockades, embargoes,
insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, sabotage, tornadoes,
named tropical storms and hurricanes, floods, civil disturbances, terrorism, mechanical breakdown
of machinery or equipment, explosions, confiscation or seizure by any government or other public
authority and any order of any court of competent jurisdiction, regulatory agency or governmental
body having jurisdiction. The party that is prevented from performing its obligation by reason of
one or more of the foregoing events (the “Delayed Party”) shall promptly notify the other party of
that fact and shall exercise due diligence to end its inability to perform as promptly as
practicable. However, in no event shall a



8









 




Delayed Party be required to settle any strike, lockout, or other labor dispute in which it
may be involved, but in the event of a strike, lockout, or other labor dispute affecting
Contractor, Contractor shall use reasonable efforts to continue to perform the Services by
utilizing its management personnel and that of its Affiliates.




     9.2 Assignments. Except as otherwise provided herein (including Contractor’s right to delegate
performance of the Services under Section 3.2), neither party shall sell, assign, or transfer any
of its rights, or delegate any of its obligations, under this Agreement to any Person without the
prior consent of the other party except that such prior consent shall not be required if such sale,
assignment, or transfer is to an Affiliate of a party or in connection with a merger,
consolidation, or the sale of substantially all of its assets.



     9.3 Notices. All notices and other communications that are required or permitted to be given
to a party under this Agreement shall be sufficient in all respects if given in writing and
delivered in person, by electronic mail, by facsimile, by overnight courier, or by certified mail,
postage prepaid, return receipt requested, to the receiving party at the following address:



	 	 	 	 	 
	 

	 	If to Transco:
	 	Transcontinental Gas Pipe Line Company, LLC
	 

	 	 	 	2800 Post Oak Blvd.
	 

	 	 	 	Houston, TX 77056
	 

	 	 	 	Attention: General Counsel
	 

	 	 	 	Facsimile: 713-215-2229
	 

	 	 	 	E-Mail: Randall.R.Conklin@Williams.com
	 
	 	 	 	 
	 

	 	If to Contractor:
	 	Transco Pipeline Services Company LLC
	 

	 	 	 	2800 Post Oak Blvd.
	 

	 	 	 	Houston, TX 77056
	 

	 	 	 	Attention: Senior Vice President
	 

	 	 	 	Facsimile: 713-215-4269
	 

	 	 	 	E-Mail: Phil.Wright@Williams.com





or to such other address as such party may have given to the other by notice pursuant to this
Section. Notice shall be deemed given on the date of delivery, in the case of personal delivery,
electronic mail, or facsimile, or on the delivery or refusal date, as specified on the return
receipt in the case of certified mail or on the tracking report in the case of overnight courier.




     9.4 Further Assurances. The parties shall execute and deliver all documents, provide all
information and take or refrain from taking action as may be necessary or appropriate to achieve
the purposes of this Agreement.



     9.5 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their heirs, executors, administrators, successors, legal representatives, and
permitted assigns.



     9.6 Invalidity of Provisions. If any provision of this Agreement is or becomes invalid,
illegal, or unenforceable in any respect, the validity, legality, and enforceability of the
remaining provisions contained herein shall not be affected thereby.



9









 





     9.7 Third Party Beneficiaries. None of the provisions of this Agreement shall be for the
benefit of, or shall be enforceable by, any Person not a party to this Agreement.



     9.8 Waiver. No failure by any party to insist upon the strict performance of any covenant,
duty, agreement, or condition of this Agreement or to exercise any right or remedy consequent upon
a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement
or condition.



     9.9 Applicable Law. This Agreement shall be construed in accordance with and governed by the
laws of the State of Oklahoma, without regard to the principles of conflicts of law. The proper
venue for any lawsuit shall only exist in Tulsa, Oklahoma.



     9.10 Attorneys’ Fees. If a party shall commence any action or proceeding against another party
in order to enforce the provisions of this Agreement or to recover damages as a result of the
alleged breach of any of the provisions of this Agreement, the prevailing party shall be entitled
to recover from the other party all reasonable costs in connection therewith, including reasonable
attorneys’ fees.



     9.11 Survival of Terms and Conditions. The terms and condition of this Agreement shall survive
the expiration or termination of this Agreement to the full extent necessary for their enforcement
and for the protection of the party in whose favor they operate, including the terms and conditions
contained in Sections 2.3, 5.1, 5.2, 6.1, 6.2, 7.3, 8.1 through 8.3, and 9.2 through 9.12.



     9.12 Integration; Amendments. This Agreement constitutes the entire Agreement among the
parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and
understandings pertaining thereto. This Agreement may be amended or restated only by a written
instrument executed by both parties.



     9.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which shall constitute one and the same instrument. A
facsimile or electronic signature to this Agreement shall be deemed an original and binding upon
the party against whom enforcement is sought.



[See signature page(s) attached]



10









 




The parties have executed this Administrative Services Agreement on, and effective as of February 17, 2010, the
Effective Date.




	 	 	 	 	 
	 	Transcontinental Gas Pipe Line Company, LLC



 	 
	 	By:  	/s/ Phillip D. Wright
 	 
	 	 	Name:  	Phillip D. Wright 	 
	 	 	Title:  	Senior Vice President 	 
	 	


Transco Pipeline Services Company LLC




 	 
	 	By:  	/s/ Phillip D. Wright
 	 
	 	 	Name:  	Phillip D. Wright 	 
	 	 	Title:  	Senior Vice President 	 
	 



Signature Page to Administrative Services Agreement