exv10w1



 







Exhibit 10.1




ADMINISTRATIVE SERVICES AGREEMENT




     This Administrative Services Agreement (“Agreement”) is effective as of October 1, 2007 (the
“Effective Date”), by and between Northwest Pipeline Services LLC, a Delaware limited liability
company (“Contractor”), and Northwest Pipeline GP, a Delaware general partnership (“Northwest”).



RECITALS




     A. Northwest 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 September 30, 2007 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. Northwest 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 Northwest 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.



     “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
quasi-governmental 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.



     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 including the Exhibits attached hereto and incorporated herein by this reference,
as the same may be amended from time to time, (f) headings are for



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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. Northwest engages Contractor to perform the Services and to
provide all personnel and any facilities, goods, and equipment not otherwise provided by Northwest
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
Northwest 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) Northwest shall be granted an irrevocable, royalty-free, non-exclusive and
non-transferable right and license to use such inventions or material, and (B) Northwest
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 Northwest.




          2.3.2 Northwest 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 Northwest 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.



     2.4 Limitation of Authority. Northwest shall have the exclusive authority to appoint an
independent registered public accounting firm to audit the financial statements of Northwest.
Notwithstanding such right, nothing in this Agreement shall limit Contractor’s or Contractor’s



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Affiliates’ right to audit the books and records of Northwest 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 Northwest and Contractor,
between Northwest and any employee or agent of Contractor, or between Contractor and any employee
or agent of Northwest. Without limiting the generality of the foregoing, Northwest 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 Northwest.



     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 Northwest or its
Affiliates, or any officer or director of Northwest 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. Northwest 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 Northwest
designated in writing by it or by an independent public accountant, engineer, attorney, or other
agent so designated. Northwest shall bear all costs and expenses incurred in any inspection,
examination, or audit unless an audit determines that Northwest has been overcharged, in which
case, in addition to refunding to Northwest the amount of the overcharge, Contractor shall
reimburse Northwest for the cost of the audit together with interest thereon at the Default Rate
from the time of the overcharge until refunded. Contractor shall review and respond in a timely
manner to any claims or inquiries made by Northwest regarding matters revealed by any such
inspection, examination or audit.



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     4.3 Reports. Contractor shall prepare and deliver to Northwest any reports provided for in
this Agreement and such other reports as Northwest 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 Northwest 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 Northwest
(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
Northwest 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 Northwest. 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 Northwest by Affiliates of
Contractor in a manner consistent with then-applicable accounting and allocation methodologies
generally permitted by FERC for rate-making purposes (or in the absence of then-applicable
methodologies permitted by FERC, consistent with the most-recently applicable methodologies) and
past business practices shall be deemed to be fair and reasonable to Northwest.



     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 Northwest. 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 Northwest
Pipeline Corporation, the predecessor of Northwest, and its Affiliates, in respect of services
previously performed, directly or indirectly, for the benefit of Northwest Pipeline Corporation.
Any and all expenses incurred or accrued by Contractor or its Affiliates in connection with any
such Plans and Practices shall be reimbursed by Northwest in accordance with the procedures
described in Section 5.1.



6. Confidential Information.




     6.1 Nondisclosure. Each of Contractor and Northwest 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.



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     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 Northwest may terminate this Agreement
immediately upon notice at any time at which neither Contractor nor an Affiliate of Contractor is
the general partner of Williams Pipeline 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.



     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 Northwest, Contractor, and their respective Affiliates, and the
predecessors in interest (including Northwest Pipeline Corporation) 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 Northwest or its
predecessors, all of which shall be paid when due by Northwest, recognizing that the amount of some
of such liabilities and other




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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. Northwest, 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 Section1.1, as used in this
Subsection  8.2: (a) the term Affiliate, when used with reference to Contractor, shall not include
Northwest or any of its subsidiaries, and, when used with reference to Northwest, shall not include
Contractor and its Affiliates; (b) references to Contractor and Northwest, 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. Northwest, for itself and on behalf of its Affiliates, and
the predecessors in interest, successors, and assigns of each (the “Northwest “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 caused by (a) a
breach of this Agreement by a Northwest 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 Northwest
(the “Northwest 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 Northwest
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 Northwest 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 Northwest Indemnifying




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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 Northwest 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 Northwest in writing and received by Contractor within one month 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 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:



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	if to Northwest:

	 	Northwest Pipeline GP
	 

	 	2800 Post Oak Blvd.
	 

	 	Houston, TX 77056
	 

	 	Attention: General Counsel
	 

	 	Facsimile: 713-215-2229
	 

	 	E-Mail: Randall.R.Conklin@Williams.com
	 
	 	 
	if to Contractor:

	 	Northwest 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.



     9.7 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.



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     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.



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



	 	 	 	 	 	 	 
	 	 	NORTHWEST PIPELINE GP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Phillip D. Wright	 	 
	 

	 	Name:
	 	 

Phillip D. Wright
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	NORTHWEST PIPELINE SERVICES LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Steven J. Malcolm	 	 
	 

	 	Name:
	 	 

Steven J. Malcolm
	 	 
	 

	 	Title:
	 	Chairman	 	 







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