exv10w1






Exhibit 10.1




CONVEYANCE, CONTRIBUTION AND ASSUMPTION AGREEMENT




     THIS CONVEYANCE, CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) dated February 17,
2010, is made and entered into by and among Williams Energy Services, LLC, a Delaware limited
liability company (“WES”), Williams Gas Pipeline Company, LLC, a Delaware limited liability company
(“WGP”), WGP Gulfstream Pipeline Company, L.L.C., a Delaware limited liability company (“WGPGPC”),
Williams Partners GP, LLC, a Delaware limited liability company (the “General Partner” and,
together with WES, WGP and WGPGPC, the “Contributing Parties”), Williams Partners L.P., a Delaware
limited partnership (the “Partnership”), and Williams Partners Operating LLC, a Delaware limited
liability company and wholly-owned subsidiary of the Partnership (the “Operating Company”). The
above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively
as the “Parties.” Certain capitalized terms used are defined in Article I hereof.



RECITALS




     WHEREAS, the Contributing Parties desire to contribute to the Partnership membership interests
and a limited partner interest in the Delaware limited liability companies and the Delaware limited
partnership set forth below (collectively, the “Contributed Companies”) and to the extent of the
percentages set forth below pursuant to the terms of the Contribution Agreement (as defined below)
and this Agreement, the Partnership desires to transfer the Contributed Interests (as defined
below) to the Operating Company pursuant to this Agreement and the Operating Company desires to
accept all of the Contributed Interests in accordance with the terms of the Contribution Agreement
and this Agreement and to be admitted as a member or a partner of each Contributed Company:



	 	 	 
	Entity	 	Contribution
	Ÿ Marsh Resources, LLC

	 	100% interest
	 
	 	 
	Ÿ Transcontinental Gas Pipe Line Company, LLC

	 	100% interest
	 
	 	 
	Ÿ WGP Development, LLC

	 	100% interest
	 
	 	 
	Ÿ WGPC Holdings LLC

	 	100% interest
	 
	 	 
	Ÿ Williams Field Services Group, LLC

	 	100% interest
	 
	 	 
	Ÿ Williams Pacific Connector Gas Operator, LLC

	 	100% interest
	 
	 	 
	Ÿ Williams Pipeline GP LLC

	 	100% interest
	 
	 	 
	Ÿ Williams Pipeline Services LLC

	 	100% interest
	 
	 	 
	Ÿ Gulfstream Natural Gas System, L.L.C.

	 	24.5% interest
	 
	 	 
	Ÿ Pacific Connector Gas Pipeline, LLC

	 	29.98% or less interest
	 
	Ÿ Pacific Connector Gas Pipeline, LP

	 	29.98% or less interest






 









 






     All of such contributed membership interests and the limited partnership interest being
hereinafter collectively referred to as the “Contributed Interests”.



     WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, and to
effect the intent of the Parties in connection with the consummation of the transactions
contemplated hereby, the following entities, all of which are Delaware limited liability companies
unless otherwise noted, took the following actions prior to the date hereof:



     1. Williams Pipeline Services Company, a Delaware corporation, converted into Williams
Pipeline Services LLC.



     2. Williams Energy Solutions, Inc., a Delaware corporation, converted into Williams Energy
Solutions, LLC (“Solutions”), The Williams Companies, Inc., a Delaware corporation (“TWC”), sold
and conveyed its 100% membership interest in Solutions to WES, WES was admitted as the sole member
of Solutions and TWC ceased to be a member of Solutions.



     3. HI-BOL Pipeline Company and WFS-Pipeline Company, both Delaware corporations, converted
into HI-BOL Pipeline LLC and WFS-Pipeline LLC, respectively.



     4. WFS Enterprises, Inc. and WFS Liquids Company, both Delaware corporations, and Black Marlin
Pipeline Company, a Texas corporation, converted into WFS Enterprises LLC (“WFSE”), WFS Liquids LLC
and Black Marlin Pipeline LLC, respectively.



     5. Williams Midstream Natural Gas Liquids, Inc., a Delaware corporation (“Liquids”), sold and
conveyed its 31.45% membership interest in Baton Rouge Fractionators LLC (“BRF”) to TWC, TWC was
admitted as a member of BRF and Liquids ceased to be a member of BRF.



     6. WGP Enterprises, Inc., a Delaware corporation (“WGPE”), sold and conveyed its 99% limited
partner interest in Williams Gas Processing – Gulf Coast Company, L.P., a Delaware limited
partnership (“WGPGCC”), to TWC, TWC was admitted as a partner of WGPGCC and WGPE ceased to be a
partner of WGPGCC.



     7. TWC sold and conveyed its 100% membership interest in Williams Mobile Bay Producer
Services, L.L.C. (“Mobile Bay”), its 31.45% membership interest in BRF and its 99% limited partner
interest WGPGCC to WES, WES was admitted as a member of Mobile Bay and BRF and as a partner of
WGPGCC and TWC ceased to be a member of Mobile Bay and BRF and a partner of WGPGCC.



     8. WES sold and conveyed its 100% membership interest in Solutions, Mobile Bay and Williams
NGL Marketing, LLC, its 31.45% membership interest in BRF and its 99% limited partner interest
WGPGCC to Williams Field Services Group, LLC (“WFS”), WFS was admitted as a member of Solutions,
Mobile Bay, Williams NGL Marketing, LLC and BRF and as a partner of WGPGCC and WES ceased to be a
member of Solutions, Mobile Bay, Williams NGL Marketing, LLC and BRF and a partner of WGPGCC.



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     9. WFS sold and conveyed its 99% limited partner interest WGPGCC to WFSE, WFSE was admitted as
a partner of WGPGCC and WFS ceased to be a partner of WGPGCC.



     10. Williams Pacific Connector Gas Pipeline, LLC (“Williams Pacific Connector”) sold and
conveyed its entire member interest in Pacific Connector Gas Pipeline, LLC (“Pacific Connector
LLC”) and its entire limited partner interest in Pacific Connector Gas Pipeline, LP (“Pacific
Connector LP”) to WGP, with each of such interests being a 29.98% or less interest, WGP was
admitted as a member of Pacific Connector LLC and as a partner of Pacific Connector LP, and
Williams Pacific Connector ceased to be a member of Pacific Connector LP and a partner of Pacific
Connector LP.



     11. WES, WGP, WGPGPC, the General Partner, the Partnership, the Operating Company and, for a
limited purpose, TWC, entered into that certain Contribution Agreement (the “Contribution
Agreement”) dated January 15, 2010, pursuant to which the Partnership will acquire the Contributed
Interests from the Contributing Parties for the Aggregate Consideration (as defined below).



     WHEREAS, in order to accomplish the objectives and purposes hereunder and to effect the intent
of the Parties in connection with the consummation of the transactions contemplated hereby, the
following entities took the following actions prior to the date hereof:



     1. All intercompany demand notes associated with the TWC cash management program and reflected
in general ledger accounts 1191, 1951 and 2641, between TWC and a Contributed Company or a
subsidiary of a Contributed Company were satisfied in full to the extent of outstanding balances at
12:01 a.m., Tulsa, Oklahoma time, on the first day of the month in which the Closing Date occurs.



     2. To the extent that satisfaction in full of such demand notes resulted in a payment by TWC
to a Contributed Company or a subsidiary of a Contributed Company, (i) such Contributed Company or
subsidiary thereof authorized and made a dividend distribution in the same amount as was paid by
TWC and (ii) a dividend distribution of such amount was further authorized and made as necessary
until such amount was distributed to TWC (except, in the case of Northwest Pipeline GP, a Delaware
general partnership (“NWP”), (a) NWP shall have authorized and made a dividend distribution to its
equity holders in the same amount as was paid by TWC, (b) WGPC Holdings LLC shall have authorized
and made a dividend distribution in the same amount as was received from NWP and (c) WGP shall have
authorized and made a dividend distribution in the same amount as was received from WGPC Holdings
LLC).



     WHEREAS, concurrently with the consummation of the transactions contemplated hereby, each of
the following shall occur:



     1. The Contributing Parties will transfer the Contributed Interests to the Partnership.



     2. The Partnership will complete the sale of up to $3.5 billion in principal amount of its
debt securities to initial purchasers who may resell such securities pursuant to Rule 144A under
the Securities Act of 1933, as amended, the net proceeds of which (the “Issuance Proceeds”) shall
be deposited into a bank account maintained solely by the Partnership (the “Partnership Bank
Account”).



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     3. The Partnership shall borrow funds pursuant to the New Credit Facility in an amount equal
to the amount, if any, by which $3.5 billion (less all Estimated Expenses) exceeds the Issuance
Proceeds (the “Debt Proceeds”), and such Debt Proceeds shall be deposited into the Partnership Bank
Account.



     4. As consideration for the transfer of the Contributed Interests, the Partnership shall (i)
pay cash in the amount of $3.5 billion minus the Estimated Expenses (the “Cash Consideration”) to
the Contributing Parties according to their percentage interests set forth on Exhibit E to
the Contribution Agreement, (ii) issue 203,000,000 Class C Units (the “Equity Consideration”) to
the Contributing Parties in the amounts set forth on Exhibit E to the Contribution
Agreement (the “Private Equity Placement”) and (iii) increase the capital account of the General
Partner by an amount equal to the Additional GP Interest and issue a proportionate number of
General Partner Units to the General Partner, each in consideration for a contribution to the
Partnership on behalf of the General Partner of a portion of the Contributed Interests, with the
aggregate of each form of consideration set forth in clauses (i), (ii) and (iii) being collectively
referred to as the “Aggregate Consideration.” The Cash Consideration shall be paid from the
Issuance Proceeds and the Debt Proceeds in the Partnership Bank Account.



     5. The Partnership shall pay its transaction expenses associated with the transactions
contemplated by this Agreement, and the Contributing Parties shall pay their transaction expenses
associated with the transactions contemplated by this Agreement.



     6. The Partnership shall contribute the Contributed Interests to the Operating Company as a
contribution to the capital of the Operating Company, the Operating Company shall be admitted as a
member or partner of each Contributed Company and the applicable Contributing Party shall cease to
be a member or partner of each Contributed Company.



A G R E E M E N T:




     NOW THEREFORE, in consideration of their mutual undertakings and agreements set forth herein
and in the Contribution Agreement, the Parties undertake and agree as follows:



ARTICLE I

DEFINITIONS




     1.1 Definitions. The following capitalized terms have the meanings given below.



          “Additional General Partner Units” has the meaning assigned to such term in Section 2.4.




          “Additional GP Interest” means the dollar amount equal to (a) 2/98ths of the product of the
Issue Price times the aggregate number of Class C Units issued in the Private Equity Placement,
minus (b) the GP Closing Quarter Distribution Reduction Amount.




          “Affiliate” when used with respect to a person or entity, means any other person or entity
that directly or indirectly controls, is controlled by or is under common control with such first
person or entity; provided, however, that (a) with respect to the Contributing Parties, the term
“Affiliate” shall exclude each of the Partnership and the Operating Company, (b) with






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respect to the Partnership and the Operating Company, the term “Affiliate” shall exclude each
of the Contributing Parties and (c) the Contributed Companies shall be deemed to be “Affiliates”
(i) prior to the Closing, of the Contributing Parties and (ii) on and after the Closing, of the
Partnership and the Operating Company. No person or entity shall be deemed an Affiliate of any
person or entity solely by reason of the exercise or existence of rights, interests or remedies
under this Agreement.




          “Aggregate Consideration” has the meaning assigned to such term in the recitals.




          “Agreement” has the meaning assigned to such term in the first paragraph of this Agreement.




          “BRF” has the meaning assigned to such term in the recitals.




          “Cash Consideration” has the meaning assigned to such term in the recitals.




          “Class C Units” means the Class C units representing limited partner interests in the
Partnership.




          “Closing” means the closing of the transactions contemplated by the Contribution Agreement.




          “Closing Date” means the date of the Closing.




          “Common Units” has the meaning assigned to such term in the Partnership Agreement.




          “Contributed Companies” has the meaning assigned to such term in the recitals.




          “Contributed Interests” has the meaning assigned to such term in the recitals.




          “Contribution Agreement” has the meaning assigned to such term in the recitals.




          “Contributing Parties” has the meaning assigned to such term in the first paragraph of this
Agreement.




          “Debt Proceeds” has the meaning assigned to such term in the recitals.




          “Equity Consideration” has the meaning assigned to such term in the recitals.




          “Estimated Expenses” means the aggregate amount of a good faith estimate of each component of
the Expenses as of the Closing Date.




          “Expenses” means all expenses listed on Exhibit B to the Contribution Agreement.




          “General Partner” has the meaning assigned to such term in the first paragraph of this
Agreement.







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          “General Partner Units” has the meaning assigned to such term in the Partnership Agreement.




          “GP Closing Quarter Distribution Reduction Amount” means the amount equal to the excess of
(a) the aggregate amount that would be distributable by the Partnership with respect to the
Additional General Partner Units for the calendar quarter in which the Closing Date occurs if the
Closing Date had occurred on the first day of such calendar quarter, over (b) the aggregate amount
actually distributable by the Partnership with respect to the Additional General Partner Units for
the calendar quarter in which the Closing Date occurs.




          “Issuance Proceeds” has the meaning assigned to such term in the recitals.




          “Issue Price” means the volume weighted average closing price of a Common Unit on the NYSE for
the 10-day trading period ending on the third (3rd) business day prior to the Closing Date.




          “Laws” means any and all laws, statutes, ordinances, rules or regulations promulgated by a
governmental authority, orders of a governmental authority, judicial decisions, decisions of
arbitrators or determinations of any governmental authority or court.




          “Mobile Bay” has the meaning assigned to such term in the recitals.




          “New Credit Facility” means the $1.5 billion underwritten Credit Agreement to be entered into
by the Partnership on or prior to the Closing and any successor facility thereto.




          “NWP” has the meaning assigned to such term in the recitals.




          “Operating Company” has the meaning assigned to such term in the first paragraph of this
Agreement.




          “Pacific Connector LLC” has the meaning assigned to such term in the recitals.




          “Pacific Connector LP” has the meaning assigned to such term in the recitals.




          “Partnership” has the meaning assigned to such term in the first paragraph of this Agreement.




          “Partnership Agreement” means the Amended and Restated Agreement of Limited Partnership, dated
as of August 23, 2005, of the Partnership, as amended from time to time.




          “Partnership Bank Account” has the meaning assigned to such term in the recitals.




          “Party” and “Parties” have the meanings assigned to such terms in the first paragraph of this
Agreement.







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          “Private Equity Placement” has the meaning assigned to such term in the recitals.




          “Solutions” has the meaning assigned to such term in the recitals.




          “TWC” has the meaning assigned to such term in the recitals.




          “WES” has the meaning assigned to such term in the first paragraph of this Agreement.




          “WFSE” has the meaning assigned to such term in the recitals.




          “WGP” has the meaning assigned to such term in the first paragraph of this Agreement.




          “WGPE” has the meaning assigned to such term in the recitals.




          “WGPGCC” has the meaning assigned to such term in the recitals.




          “WGPGPC” has the meaning assigned to such term in the first paragraph of this Agreement.




          “Williams Pacific Connector” has the meaning assigned to such term in the recitals.




ARTICLE II

CONCURRENT TRANSACTIONS




     2.1 Contribution by the Contributing Parties of the Contributed Interests to the Partnership.
The Contributing Parties hereby grant, contribute, transfer, assign and convey to the Partnership,
its successors and assigns, for its and their own use forever, the Contributed Interests, and the
Partnership hereby accepts the Contributed Interests. Notwithstanding any provision in the
Delaware Limited Liability Company Act or the Delaware Revised Uniform Limited Partnership Act or
the limited liability company agreement or limited partnership agreement of each Contributed
Company, each Contributing Party shall remain a member or partner of each applicable Contributed
Company until such Contributing Party ceases to be a member or partner thereof pursuant to Section
2.5.



     TO HAVE AND TO HOLD the Contributed Interests unto the Partnership, its successors and
assigns, together with all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement and the Contribution
Agreement, forever.



     2.2 Distribution of the Cash and Equity Consideration. The Parties acknowledge that the
Partnership has paid to the Contributing Parties the Cash Consideration and has issued to the
Contributing Parties the Equity Consideration. The Cash Consideration has been paid from the
Issuance Proceeds and the Debt Proceeds. The Contributing Parties hereby acknowledge receipt of
the Cash Consideration and the Equity Consideration.



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     2.3 Increase in Capital Account of the General Partner. The Parties acknowledge that the
capital account of the General Partner has been increased by an amount equal to the amount of the
Additional GP Interest in consideration for a contribution to the Partnership on behalf of the
General Partner of a portion of the Contributed Interests corresponding to the number of General
Partner Units described in Section 2.4.



     2.4 Issuance of General Partner Units. The Parties acknowledge that the Partnership has
issued 4,142,857 General Partner Units (which number of Units is equal to 2/98ths of the number of
Class C Units issued in the Private Equity Placement) to the General Partner (the “Additional
General Partner Units”). The General Partner acknowledges the receipt of the Additional General
Partner Units.



     2.5 Contribution by the Partnership of the Contributed Interests to the Operating Company.
Immediately following the contribution of the Contributed Interests to the Partnership pursuant to
Section 2.1, the Partnership hereby grants, contributes, transfers, assigns and conveys to the
Operating Company, its successors and assigns, for its and their own use forever, the Contributed
Interests, and the Operating Company hereby accepts the Contributed Interests from the Partnership
as a contribution by the Partnership to the capital of the Operating Company. The Operating
Company hereby agrees that it is bound by the limited liability company agreement or limited
partnership agreement of each Contributed Company. Notwithstanding any provision in the limited
liability company agreement or limited partnership agreement of each Contributed Company, the
Operating Company is hereby admitted as a member or partner of each Contributed Company
simultaneously with its receipt of the Contributed Interests. Immediately thereafter, each
Contributing Party shall cease to be a member or partner of each Contributed Company, as
applicable. The Parties agree that the Operating Company’s admission as a member or partner of
each Contributed Company shall not dissolve the Contributed Companies and each Contributed Company
shall continue without dissolution.



     TO HAVE AND TO HOLD the Contributed Interests unto the Operating Company, its successors and
assigns, together with all and singular the rights and appurtenances thereto in anywise belonging,
subject, however, to the terms and conditions stated in this Agreement, forever.



ARTICLE III

FURTHER ASSURANCES




     3.1 Further Assurances. From time to time after the date hereof, and without any further
consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds,
assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other
documents, and will do all such other acts and things, all in accordance with applicable law, as
may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the
properties, rights, titles, interests, estates, remedies, powers and privileges granted by this
Agreement, or which are intended to be so granted and (b) more fully and effectively to vest in the
applicable Parties and their respective successors and assigns beneficial and record title to the
interests contributed and assigned by this Agreement or intended so to be.



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     3.2 Other Assurances. From time to time after the date hereof, and without any further
consideration, each of the Parties shall execute, acknowledge and deliver all such additional
instruments, notices and other documents, and will do all such other acts and things, all in
accordance with applicable law, as may be necessary or appropriate to more fully and effectively
carry out the purposes and intent of this Agreement. It is the express intent of the Parties that
the Operating Company own the Contributed Interests that are identified in this Agreement, that the
Operating Company is admitted as a member or partner of each Contributed Company, that each
Contributing Party ceases to be a member or partner of each applicable Contributed Company and that
the contributions contemplated hereby do not cause the dissolution of any Contributed Company.



ARTICLE IV

MISCELLANEOUS




     4.1 Costs. The Operating Company shall pay all sales, use and similar taxes arising out of
the contributions, conveyances and deliveries to be made hereunder, and shall pay all documentary,
filing, recording, transfer, deed and conveyance taxes and fees required in connection therewith.



     4.2 Headings; References; Interpretation. All Article and Section headings in this Agreement
are for convenience only and shall not be deemed to control or affect the meaning or construction
of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. All references herein to Articles, Sections and Schedules
shall, unless the context requires a different construction, be deemed to be references to the
Articles and Sections of, and Schedules to, this Agreement, respectively. All personal pronouns
used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include all
other genders, and the singular shall include the plural and vice versa. The use herein of the
word “including” following any general statement, term or matter shall not be construed to limit
such statement, term or matter to the specific items or matters set forth immediately following
such word or to similar items or matters, whether or not non-limiting language (such as “without
limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but
rather shall be deemed to refer to all other items or matters that could reasonably fall within the
broadest possible scope of such general statement, term or matter.



     4.3 Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of
the parties signatory hereto and their respective successors and assigns.



     4.4 No Third Party Rights. The provisions of this Agreement are intended to bind the parties
signatory hereto as to each other and are not intended to and do not create rights in any other
person or entity or confer upon any other person or entity any benefits, rights or remedies and no
person or entity is or is intended to be a third party beneficiary of any of the provisions of this
Agreement.



     4.5 Counterparts. This Agreement may be executed in any number of counterparts, all of which
together shall constitute one agreement binding on the parties hereto.



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     4.6 Governing Law. This Agreement shall be governed by, and construed in accordance with, the
Laws of the State of New York applicable to contracts made and to be performed wholly within such
state without giving effect to conflict of law principles thereof, except to the extent that it is
mandatory that the Law of some other jurisdiction shall apply.



     4.7 Assignment of Agreement. Neither this Agreement nor any of the rights or obligations
hereunder may be assigned by any Party without the prior written consent of each of the Parties.
Except as provided herein, nothing in this Agreement is intended to or shall confer upon any person
or entity other than the Parties, and their respective successors and permitted assigns, any
rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.



     4.8 Amendment or Modification. This Agreement may be amended or modified from time to time
only by the written agreement of all the Parties hereto and affected thereby.



     4.9 Director and Officer Liability. Except to the extent that they are a party hereto, the
directors, managers, officers, partners, members and securityholders of the Parties and their
respective Affiliates shall not have any personal liability or obligation arising under this
Agreement (including any claims that another party may assert).



     4.10 Severability. If any term or other provision of this Agreement is invalid, illegal, or
incapable of being enforced under applicable Law or public policy, all other conditions and
provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the transactions contemplated herein are not affected in any manner
adverse to any Party. Upon such determination that any term or other provision of this Agreement
is invalid, illegal, or incapable of being enforced, the Parties shall negotiate in good faith to
modify this Agreement so as to effect the original intent of the Parties as closely as possible in
a mutually acceptable manner in order that the transactions contemplated herein are consummated as
originally contemplated to the fullest extent possible.



     4.11 Integration. This Agreement, the Contribution Agreement and the instruments referenced
herein supersede any and all previous understandings or agreements among the Parties, whether oral
or written, with respect to their subject matter. This Agreement, the Contribution Agreement and
such instruments contain the entire understanding of the Parties with respect to the subject matter
hereof and thereof. No understanding, representation, promise or agreement, whether oral or
written, is intended to be or shall be included in or form part of this Agreement, the Contribution
Agreement or any such instrument unless it is contained in a written amendment hereto or thereto
and executed by the Parties hereto or thereto after the date of this Agreement or such instrument.



     4.12 Effect of Amendment. The Parties ratify and confirm that except as otherwise expressly
provided herein, in the event this Agreement conflicts in any way with any instrument of conveyance
covering the Contributed Interests (other than the Contribution Agreement), the terms and
provisions of this Agreement shall control.



     4.13 Order. The matters provided for in Section 2.1 shall be completed prior to the matters
provided for in Section 2.5.



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     IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto on the date
first above written.



	 	 	 	 	 
	 	WILLIAMS GAS PIPELINE COMPANY, LLC



 	 
	 	By:  	/s/ Phillip D. Wright	 
	 	 	Name:  	Phillip D. Wright 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WILLIAMS ENERGY SERVICES, LLC



 	 
	 	By:  	/s/ Alan S. Armstrong	 
	 	 	Name:  	Alan S. Armstrong 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WGP GULFSTREAM PIPELINE COMPANY, L.L.C.



 	 
	 	By:  	/s/ Phillip D. Wright	 
	 	 	Name:  	Phillip D. Wright 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	WILLIAMS PARTNERS GP LLC



 	 
	 	By:  	/s/ Donald R. Chappel	 
	 	 	Name:  	Donald R. Chappel 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page to Conveyance, Contribution and Assumption Agreement






 









 









	 	 	 	 	 
	 	WILLIAMS PARTNERS L.P.



 	 
	 	By:  	             Williams Partners GP LLC, its general
 	 
	 	 	partner 	 
	 	By:  	/s/ Donald R. Chappel 
 	 
	 	 	Name:  	Donald R. Chappel 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	 
	 	WILLIAMS PARTNERS OPERATING LLC



 	 
	 	By:  	Williams Partners L.P., its managing
 	 
	 	 	member 	 
	 	 	 	 
	 	By:  	          Williams Partners GP LLC, its general
 	 
	 	 	partner 	 
	 	 	 	 
	 	By:  	  /s/ Donald R. Chappel 
 	 
	 	 	Name:  	Donald R. Chappel 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page to Conveyance, Contribution and Assumption Agreement