exv10w4



 





Exhibit
10.4


FIRST AMENDED AND RESTATED



GENERAL PARTNERSHIP AGREEMENT




OF




NORTHWEST PIPELINE GP




BY AND BETWEEN




WGPC HOLDINGS LLC




AND




WILLIAMS PIPELINE PARTNERS HOLDINGS LLC 




EFFECTIVE AS OF JANUARY 24, 2008




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	1. CONVERSION TO GENERAL PARTNERSHIP
	 	 	1	 
	 
	 	 	 	 
	1.1 Conversion
	 	 	1	 
	1.2 Conversion Filings
	 	 	1	 
	 
	 	 	 	 
	2. ORGANIZATIONAL MATTERS
	 	 	1	 
	 
	 	 	 	 
	2.1 Name
	 	 	1	 
	2.2 Principal Office
	 	 	1	 
	2.3 Registered Office and Agent
	 	 	1	 
	2.4 General Filings
	 	 	1	 
	2.5 Purposes
	 	 	1	 
	2.6 Term
	 	 	2	 
	2.7 Definitions
	 	 	2	 
	2.8 Locations of Other Definitions
	 	 	6	 
	2.9 MLP Partnership Agreement
	 	 	7	 
	 
	 	 	 	 
	3. CAPITAL AND CONTRIBUTIONS
	 	 	7	 
	 
	 	 	 	 
	3.1 Initial Percentage Interests
	 	 	7	 
	3.2 Capital Contributions
	 	 	7	 
	3.3 Remedies for Non-Payment of Required Additional Capital Contributions
	 	 	8	 
	3.4 Interest; Returns of Capital
	 	 	9	 
	3.5 Loans From Partners
	 	 	9	 
	 
	 	 	 	 
	4. PROFITS, LOSSES AND DISTRIBUTIONS
	 	 	10	 
	 
	 	 	 	 
	4.1 Allocation of Profits and Losses
	 	 	10	 
	4.2 Special Allocations
	 	 	10	 
	4.3 Curative Allocations
	 	 	11	 
	4.4 Allocation of Recapture Items
	 	 	11	 
	4.5 Other Allocation Rules
	 	 	11	 
	4.6 Income Tax Allocations
	 	 	11	 
	4.7 Non-Liquidating Distributions
	 	 	12	 
	4.8 Distributions In-Kind
	 	 	13	 
	4.9 Liquidating Distributions
	 	 	13	 
	 
	 	 	 	 
	5. MANAGEMENT OF PARTNERSHIP AND ITS ASSETS
	 	 	13	 
	 
	 	 	 	 
	5.1 Creation of Management Committee
	 	 	13	 
	5.2 Powers of the Management Committee
	 	 	14	 
	5.3 Meetings of the Management Committee
	 	 	14	 
	5.4 Quorum
	 	 	15	 






i









 






	 	 	 	 	 
	5.5 Voting
	 	 	15	 
	5.6 Partnership Budget
	 	 	16	 
	5.7 Partnership Expenses
	 	 	17	 
	5.8 Partnership Officers
	 	 	17	 
	5.9 Actions By Partners
	 	 	17	 
	 
	 	 	 	 
	6. OTHER ACTIVITIES; CONFLICTS OF INTEREST
	 	 	18	 
	 
	 	 	 	 
	6.1 Other Activities of Partners
	 	 	18	 
	6.2 Conflicts of Interest
	 	 	19	 
	 
	 	 	 	 
	7. FINANCIAL, ACCOUNTING AND TAX MATTERS
	 	 	19	 
	 
	 	 	 	 
	7.1 Fiscal Year
	 	 	19	 
	7.2 Capital Accounts
	 	 	19	 
	7.3 Accounting Method; Books and Records
	 	 	20	 
	7.4 Reports; Financial Statements; Audits
	 	 	21	 
	7.5 General Tax Matters
	 	 	21	 
	7.6 Tax Matters Partner
	 	 	22	 
	7.7 Use of Cash
	 	 	23	 
	7.8 Property
	 	 	23	 
	 
	 	 	 	 
	8. TRANSFERS OF PARTNERSHIP INTERESTS
	 	 	23	 
	 
	 	 	 	 
	8.1 Restrictions on Transfer
	 	 	23	 
	8.2 Permitted Transfers
	 	 	23	 
	8.3 Right of First Offer
	 	 	24	 
	8.4 Conditions to Transfer
	 	 	24	 
	8.5 Specific Enforcement
	 	 	25	 
	 
	 	 	 	 
	9. ADDITIONAL PARTNERS
	 	 	25	 
	 
	 	 	 	 
	10. DISSOLUTION AND TERMINATION
	 	 	25	 
	 
	 	 	 	 
	10.1 Unilateral Acts Prohibited
	 	 	25	 
	10.2 Events of Dissolution
	 	 	26	 
	10.3 Winding Up, Liquidation and Distribution of Assets
	 	 	26	 
	10.4 Purchase Procedures
	 	 	27	 
	 
	 	 	 	 
	11. OPERATION OF THE PARTNERSHIP
	 	 	28	 
	 
	 	 	 	 
	12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS
	 	 	28	 
	 
	 	 	 	 
	13. NOTICES
	 	 	28	 






ii









 






	 	 	 	 	 
	14. INDEMNIFICATION
	 	 	29	 
	 
	 	 	 	 
	14.1 Indemnification by the Partnership
	 	 	29	 
	14.2 Indemnification by the Partners
	 	 	29	 
	14.3 Right of Partnership Indemnitee to Advances for Expenses
	 	 	30	 
	14.4 Defense of Action
	 	 	30	 
	 
	 	 	 	 
	15. MISCELLANEOUS
	 	 	31	 
	 
	 	 	 	 
	15.1 Amendments
	 	 	31	 
	15.2 Binding and Entire Agreement
	 	 	31	 
	15.3 Governing Law
	 	 	31	 
	15.4 Effect of Inconsistencies with the Act
	 	 	31	 
	15.5 Severability
	 	 	31	 
	15.6 Waivers
	 	 	31	 
	15.7 Rights and Remedies Cumulative
	 	 	31	 
	15.8 Dispute Resolution
	 	 	31	 
	15.9 Counterparts
	 	 	32	 
	15.10 Section Headings
	 	 	32	 
	15.11 Construction
	 	 	32	 
	15.12 Brokers
	 	 	33	 
	15.13 Further Assurances
	 	 	33	 
	15.14 Waiver of Certain Damages
	 	 	33	 
	15.15 Certificates of Interest
	 	 	33	 
	15.16 No
Third-Party Beneficiaries
	 	 	33	 






EXHIBITS




	 	 	 
	Exhibit 3.1

	 	Percentage Interests
	 
	Exhibit 13

	 	Partner Addresses







iii









 








FIRST AMENDED AND RESTATED

GENERAL PARTNERSHIP AGREEMENT




     THIS FIRST AMENDED AND RESTATED GENERAL PARTNERSHIP AGREEMENT is entered into effective as of
the Effective Date by and between WGPC Holdings LLC, a Delaware limited liability company (the
“Williams Partner”), and Williams Pipeline Partners Holdings LLC, a Delaware limited
liability company (the “MLP Partner”) and amends and restates the General Partnership
Agreement of Northwest Pipeline GP, a Delaware general partnership (the “Partnership”),
dated as of October 1, 2007 (the “Original Agreement”). The Williams Partner and the MLP
Partner, together with any other persons who become parties to this Agreement in the manner
provided herein, are hereinafter collectively referred to as the “Partners” and each,
individually, as a “Partner.”



1. CONVERSION TO GENERAL PARTNERSHIP.




     1.1 Conversion. The Partners converted Northwest Pipeline Corporation (the
“Corporation”) to the Partnership as of October 1, 2007 pursuant to the Delaware Revised
Uniform Partnership Act, as the same may be amended from time to time (the “Act”), and the
Delaware General Corporation Law.



     1.2 Conversion Filings. Effective as of October 1, 2007, the Partners filed (a) a
Certificate of Conversion to Partnership with respect to the Corporation; and (b) a Statement of
Partnership Existence with respect to the Partnership.



2. ORGANIZATIONAL MATTERS.




     2.1 Name. The name of the Partnership shall be Northwest Pipeline GP.



     2.2 Principal Office. The principal office of the Partnership shall be located at 295
Chipeta Way, Salt Lake City, Utah 84108, or at such other place as may be determined by the
Management Committee from time to time.



     2.3 Registered Office and Agent. The registered office of the Partnership, and the
office required to be maintained by the Partnership in the State of Delaware pursuant to the Act,
shall be located at Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, in
the County of New Castle. The registered agent for the Partnership at such address shall be The
Corporation Trust Company. The Management Committee may designate a different registered office or
agent for the Partnership.



     2.4 General Filings. The Partners shall file such additional instruments, and
amendments thereto, as may from time to time be necessary or appropriate to carry out this
Agreement and enable the Partnership to conduct its business in compliance with applicable laws.



     2.5 Purposes. The purposes of the Partnership shall be (a) to own, operate, maintain,
develop, improve, manage, finance, expand, sell, exchange, lease and otherwise use or deal with or
dispose of the Pipeline System and related facilities and to engage in any and all business
activities necessary or incidental thereto, (b) to own membership or limited liability company
interests or shares or other equity interests in any existing or future subsidiary or



 









 







Affiliate, (c) to engage, directly or indirectly through one or more subsidiaries or
Affiliates, in such other business activities as the Management Committee from time to time may
determine; provided, however, that the Management Committee also determines that as of the date of
commencement of such other business activity, such activity (a) generates “qualifying income” (as
such term is defined pursuant to Section 7704 of the Code) or (b) enhances the operations of an
activity of the Partnership that generates qualifying income.



     2.6 Term. The term of the Partnership commenced upon the incorporation of the
Corporation and shall continue until the Partnership is dissolved in accordance with Section 10.2.



     2.7 Definitions. For all purposes of this Agreement:



          (a) “Affiliate” of any Person means (i) any other Person which, directly or
indirectly, Controls, is Controlled by, or is under common Control with, such Person, (ii) any
general partner of such Person, or (iii) any Person which, directly or indirectly, Controls, is
Controlled by, or is under common Control with, a Person described in clause (ii) of this sentence.




          (b) “Available Cash” means, for any Quarter (i) the sum of (A) all cash and cash
equivalents of the Partnership and its subsidiaries on hand at the end of a particular Quarter,
plus (B) and if the Management Committee so determines all or any part of any additional
cash and cash equivalents of the Partnership and its subsidiaries on hand on the date of
determination resulting from working capital borrowings made after the end of such Quarter;
minus (ii) the amount of cash reserves established to (A) provide for the proper conduct of
the business of the Partnership and its subsidiaries (including reserves for future capital
expenditures and for future credit needs of the Partnership and its subsidiaries) after such
Quarter; and (B) comply with applicable law or any debt instrument or other agreement or obligation
to which the Partnership or any of its subsidiaries is a party or its assets are subject; provided,
however, that disbursements made by the Partnership or any of its subsidiaries or cash reserves
established, increased or reduced after the end of such Quarter but on or before the date of
determination of Available Cash for such Quarter shall be deemed to have been made, established,
increased or reduced, for purposes of determining Available Cash, within such Quarter if the
Management Committee so determines.




          (c) “Capital Account” means the account maintained for each Partner and adjusted
pursuant to Section 7.2.




          (d) “Capital Contribution” means the cash, cash equivalents, or fair market value of
property that a Partner contributes to the Partnership (as agreed by all of the Partners), net of
any liabilities that the Partnership is considered to have assumed or taken subject to pursuant to
Section 752 of the Code.




          (e) “CHC Project” means the Colorado Hub Connection project (as described in the
Registration Statement).




          (f) “Code” means the United States Internal Revenue Code of 1986, as amended from time
to time.




2









 








          (g) “Contract” means any written contract, mortgage, deed of trust, bond, indenture,
lease, license, note, franchise, certificate, option, warrant, right or other instrument, document,
obligation or agreement, and any oral obligation, right or agreement.




          (h) “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management and policies of a Person, whether through the ownership of
voting securities, by contract or otherwise, or the ownership of 50% or more of the voting, equity
or profits interests in such Person.




          (i) “Effective Date” means January 24, 2008.




          (j) “Event of Withdrawal” means:




               (i) in the case of a Partner that is a corporation, its dissolution or the revocation of its
charter or certificate of incorporation unless reinstated within 60 days thereafter;



               (ii) in the case of a Partner that is a separate partnership, limited liability company, joint
venture or similar unincorporated association, the dissolution and commencement of winding up of
the Partner; or



               (iii) the filing by a Partner of any petition in bankruptcy or for reorganization, liquidation
or similar relief under any statute, law or regulation governing the rights and relief of debtors;
or the entry of an order for relief against a Partner pursuant to an involuntary bankruptcy
petition filed against such Partner; or the adjudication of a Partner as bankrupt or insolvent; or
the application by a Partner for or such Partner’s consent to or acquiescence in the appointment of
a trustee, receiver or liquidator for all or any substantial part of such Partner’s assets; or the
making by a Partner of an assignment for the benefit of creditors; or any substantially similar
action on the part of a Partner.



          (k) “FERC” means the U.S. Federal Energy Regulatory Commission.




          (l) “Governmental Authority” means the United States of America, any state,
commonwealth, territory or possession thereof and any political subdivision or quasi-governmental
authority of any of the same, including courts, tribunals, departments, commissions, boards,
bureaus, agencies, counties, municipalities, provinces, parishes and other instrumentalities.




          (m) “Group Members” means the Partnership and any of its Subsidiaries.




          (n) “Indebtedness” means (i) debt for money borrowed and similar monetary obligations
evidenced by bonds (excluding surety and performance bonds), notes, debentures, or other similar
instruments, other than trade accounts payable in the ordinary course of business, (ii) obligations
with respect to letters of credit, and (iii) guaranties, endorsements, and other contingent
obligations whether direct or indirect in respect of liabilities of others of any of the types
described in clauses (i) and (ii) above (other than endorsements for collection or deposit in the
ordinary course of business).




          (o) “Interest” means the entire ownership interest of a Partner in the Partnership at
any particular time, including the rights of such Partner to Partnership capital,




3









 







Profits, Losses, distributions and any other benefits to which such Partner may be entitled
hereunder, and the obligations of such Partner to comply with the applicable terms and provisions
of this Agreement.




          (p) “IPO” means the initial public offering of units representing limited partner
interests in the MLP to which the Registration Statement relates.




          (q) “IPO Closing Date” means the date of the closing of the IPO.




          (r) “Judgment” means any judgment, writ, order, injunction, award or decree of any
court, judge, justice or magistrate, including any bankruptcy court or judge, and any order of or
by any Governmental Authority.




          (s) “Legal Requirements” means applicable common law and any applicable statute,
ordinance, code or other law, rule, regulation, order, technical or other written standard,
requirement, or procedure enacted, adopted, promulgated, applied or followed by any Governmental
Authority, including Judgments.




          (t) “Lien” means any mortgage, pledge, lien, security interest, or other similar
encumbrance.




          (u) “Majority Vote” means the affirmative vote of one or more Representatives
representing Partners holding more than 50% of the total Percentage Interests.




          (v) “Master Services Agreement” means the Master Services Agreement entered into as of
October 1, 2007 among Northwest Pipeline Services, LLC as the contractor, and the Partnership.




          (w) “MLP” means Williams Pipeline Partners L.P.




          (x) “MLP Partner” means Williams Pipeline Partners Holdings LLC.




          (y) “MLP Partnership Agreement” means the Agreement of Limited Partnership of the MLP,
as it may be amended from time to time.




          (z) “Percentage Interest” means, with respect to a Partner, the percentage set forth
opposite such Partner’s name on Exhibit 3.l, subject to adjustment pursuant to a transfer
of an Interest by a Partner or the issuance of new Interests by the Partnership, in either case, in
compliance with the terms of this Agreement.




          (aa) “Person” means any individual, partnership, limited liability company,
corporation, association or other unincorporated entity of any kind.




          (bb) “Pipeline System” means any natural gas pipeline system owned and operated by the
Partnership, including mainline and lateral transmission pipeline, transmission compressor
stations, and storage facilities.




          (cc) “Prime Rate” means the prime commercial lending rate in effect from time to time
at the Partnership’s principal bank, as determined by the Management Committee.




4









 








          (dd) “Pro Rata” with respect to the Partners, or any of them, means in proportion to
their respective Percentage Interests.




          (ee) “Profits” and “Losses” of the Partnership shall mean for each taxable
year of the Partnership an amount equal to the Partnership’s taxable income or loss for such year
as determined for federal income tax purposes in accordance with the accounting method and rules
used by the Partnership and in accordance with Code Section 703(a) (for such purpose, all items of
income, gain, loss or deduction required to be separately stated pursuant to Code Section 703(a)(1)
shall be included in taxable income or loss), subject to the following modifications:




               (i) All fees and other expenses incurred by the Partnership to promote the sale of (or to
sell) any interest that can neither be deducted nor amortized under Section 709 of the Code, if
any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the
time such fees and other expenses are required;



               (ii) Except as otherwise provided in Section 1.704-1(b)(2)(iv)(m) of the Treasury Regulations,
the computation of all items of income, gain, loss and deduction shall be made without regard to
any election under Section 754 of the Code which may be made by the Partnership;



               (iii) any income of the Partnership that is exempt from federal income tax and not otherwise
taken into account in computing Profits and Losses shall be added to such taxable income or loss;



               (iv) any expenditures of the Partnership described in Section 705(a)(2)(B) of the Code or
treated as Code Section 705(a)(2)(B) expenditures pursuant to Section 1.704-1(b)(2)(iv)(i) of the
Treasury Regulations, and not otherwise taken into account, shall be subtracted from such taxable
income or loss;



               (v) with respect to Partnership property which, in conformity with Treasury Regulations, has a
book value greater than or less than its adjusted tax basis, “Profits” and “Losses” of the
Partnership shall be determined by reference to the depreciation and amortization deduction, if
any, allowable with respect to such property as computed for book purposes (and not for tax
purposes), as determined pursuant to Section 1.704-1(b)(2)(iv)(g) of the Treasury Regulations, and
by the gain or loss attributable to such property as computed for book purposes (and not for tax
purposes), by reference to such property’s adjusted book value; and



               (vi) notwithstanding any other provision of this Section 2.7(cc), any items which are
specially allocated to the Partners pursuant to Sections 4.2, 4.3 or 4.4 hereof shall not be taken
into account in computing Profits or Losses.



          (ff) “Quarter” means any fiscal quarter of the Partnership.




          (gg) “Registration Statement” means the Form S-1 (SEC File No. 333-146015) and the
prospectus filed therewith, with all amendments, of the MLP.




          (hh) “Subsidiary” means, with respect to any Person, (a) a corporation of which more
than 50% of the voting power of shares entitled (without regard to the occurrence of any




5









 








contingency) to vote in the election of directors or other governing body of such corporation
is owned, directly or indirectly, at the date of determination, by such Person, by one or more
Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or
limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a
general or limited partner of such partnership, but only if more than 50% of the partnership
interests of such partnership (considering all of the partnership interests of the partnership as a
single class) is owned, directly or indirectly, at the date of determination, by such Person, by
one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other
than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person,
or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a
majority ownership interest or (ii) the power to elect or direct the election of a majority of the
directors or other governing body of such Person.




          (ii) “Transaction Documents” means this Agreement, the Contribution, Conveyance and
Assumption Agreement, the Interest Purchase Agreement and all of the other documents, instruments
and agreements contemplated hereunder or thereunder.




          (jj) “Transfer” means to sell, assign, transfer, exchange or otherwise dispose or
convey.




          (kk) “Treasury Regulations” means the income tax regulations promulgated under the
Code.




          (ll) “Unanimous Vote” means the affirmative vote of Representatives representing
Partners holding 100% of the total Percentage Interests.




     2.8 Locations of Other Definitions. The terms set forth below shall have the meanings
ascribed in the Sections indicated:



	 	 	 	 	 
	Terms	 	 	Section of Location
	 
	704(c) Property

	 	 	4.6(b)	 
	Act

	 	 	1.1	 
	Additional Agreement

	 	 	12(b)	 
	Adjusted Property

	 	 	4.6(c)	 
	Book-Tax Disparity

	 	 	4.6(c)	 
	Budget

	 	 	5.6(d)	 
	Certificates

	 	 	15.15	 
	CHC Capital Contribution

	 	 	3.2(b)	 
	Corporation

	 	 	1.1	 
	Default Rate

	 	 	3.3	 
	Defaulting Partner

	 	 	3.3	 
	Event of Dissolution

	 	 	10.2	 
	GAAP

	 	 	7.3	 
	Indemnified Losses

	 	 	14.1	 
	Indemnified Party

	 	 	14.4	 
	Indemnifying Party

	 	 	14.4	 
	Indemnitor

	 	 	14.2	 
	Liquidating Partner

	 	 	10.3(a)	 






6









 






	 	 	 	 	 
	Terms	 	 	Section of Location
	 
	Losses

	 	 	2.7(ee)

	Management Committee

	 	 	5.1(a)	 
	Negotiation Period

	 	 	8.3(c)	 
	Non-Defaulting Partner

	 	 	3.3	 
	Non-Selling Partners

	 	 	8.3(a)	 
	Notice of Dispute

	 	 	15.8(b)	 
	Offered Interest

	 	 	8.3(a)	 
	Operating Loans

	 	 	3.5(a)	 
	Partner, Partners

	 	 	Preamble

	Partner Indemnitee

	 	 	14.2	 
	Partnership

	 	 	1.1	 
	Partnership Accountants

	 	 	7.4(c)	 
	Partnership Budget

	 	 	5.6(a)	 
	Partnership Indemnitee

	 	 	14.1	 
	Prior Partnership Budget

	 	 	5.6(c)	 
	Purchase Notice

	 	 	8.3(b)	 
	Reestimated Partnership Budget

	 	 	5.6(d)	 
	Remedial Method

	 	 	4.6(b)	 
	Representatives

	 	 	5.1(a)	 
	Sale Offer

	 	 	8.3(a)	 
	Selling Partner

	 	 	8.3(a)	 
	Tax Information Notice

	 	 	7.5(b)	 
	Third Party Action

	 	 	14.4	 
	TMP

	 	 	7.6(a)	 
	Williams Partner

	 	 	Preamble







     2.9 MLP Partnership Agreement. Notwithstanding any other provision of this Agreement,
to the extent any provision of this Agreement contradicts with or is in conflict with any provision
of the MLP Partnership Agreement, the provisions of the MLP Partnership Agreement shall control.



3. CAPITAL AND CONTRIBUTIONS.




     3.1 Initial Percentage Interests. The Percentage Interests of the Partners as of the
Effective Date shall be as set forth on Exhibit 3.1 hereto. Upon the transfer by a Partner
of all or a portion of such Partner’s Interest pursuant to Article 8 or the issuance of new
Interests by the Partnership in compliance with this Agreement, Exhibit 3.1 shall be
updated to reflect the Percentage Interests of the Partners immediately following such transfer.



     3.2 Capital Contributions.



          (a) Subject to Section 3.2(b) and 3.2(c) below, the Management Committee may from time to time
assess the Partners Pro Rata for Capital Contributions to the Partnership in such amounts as the
Management Committee may determine to be reasonably necessary to fund the operations and capital
requirements (whether working maintenance or expansion capital) of the Partnership and to provide
for timely payment of Partnership obligations. The




7









 







notice of assessment shall state the aggregate
amount of Capital Contributions called for, each
Partner’s Pro Rata share thereof, and the purpose for which the assessment is made. Each
Partner’s share of any Capital Contribution assessed hereunder shall be due and payable within 30
days after notice of assessment is given. Except as otherwise determined by the Management
Committee, all capital contributions shall be made by wire transfer of immediately available funds.




          (b) To the extent that the Management Committee determines that Capital Contributions are
necessary or desirable in connection with the construction of the CHC Project (“CHC Capital
Contributions”), such CHC Capital Contributions shall be assessed against and contributed only
by the holder of the Interest held, as of the Effective Date, by the Williams Partner. The notice
of assessment for any CHC Capital Contributions shall state the aggregate amount of such CHC
Capital Contributions called for, and the purpose for which the assessment is made. The holder of
such Interest shall contribute such assessed amounts to the Partnership by wire transfer of
immediately available funds within 30 days after the date of the assessment notice. At the time a
CHC Capital Contribution is made by the holder of such Interest, an adjustment in the amount of the
CHC Capital Contribution shall be made to the initial book value (as maintained for Capital Account
purposes) of the properties of the Partnership that were initially contributed by the holder of
such Interest and to the Capital Account of the holder of such Interest as a purchase price
adjustment.




          (c) Notwithstanding Sections 3.2(a) and 3.2(b) above, and Section 5.5(c) below, if there
occurs (i) a material default under a material agreement of the Partnership, or (ii) a default on
or failure to make payment of an obligation of the Partnership or a failure to take other action
that is likely to result in the imposition of a Lien upon or a seizure or other collection actions
against a material asset or assets of the Partnership, or (iii) a failure to comply with an order
of a Governmental Authority having jurisdiction over the Partnership, which, in each case, would be
reasonably likely to have a material adverse effect on the business, operations or financial
condition of the Partnership, then any Partner may require all of the Partners to make a Capital
Contribution to the Partnership by wire transfer of immediately available funds in order to cure
such default, pay such obligation, comply with such order or take other action in connection
therewith, by delivering written notice to the other Partners of its intent to require such Capital
Contribution pursuant to this Section 3.2(c); provided, however, that the aggregate amount of such
required Capital Contribution shall not exceed the minimum amount necessary to prevent such
default, seizure or noncompliance of the type described in the preceding clauses (i), (ii) and
(iii) of this Section 3.2(c).




          (d) Except as otherwise required by law or this Agreement, no Partner shall be obligated to
make any Capital Contributions to the Partnership, unless otherwise expressly agreed in writing by
such Partner. No Partner shall make any voluntary Capital Contributions to the Partnership except
as expressly permitted by this Agreement.




     3.3 Remedies for Non-Payment of Required Additional Capital Contributions. Failure of
any Partner to make full and timely payment to the Partnership of any Capital Contribution required
under Section 3.2 shall constitute a breach of this Agreement. The unpaid amount shall bear
interest at a floating rate (the “Default Rate”) equal to the greater of (i) the Prime Rate
plus 5 percentage points, and (ii) the then current interest rate on the Partnership’s senior debt
plus 5 percentage points, from the date due until paid by such Partner (the “Defaulting
Partner”) or contributed by the other Partner (the “Non-Defaulting Partner”).



8









 







Upon
such a default, the Non-Defaulting Partner may, in addition to any other available remedies, pursue
any of the following courses of action, or such combination thereof as may be necessary or
appropriate to obtain full satisfaction of the Defaulting Partner’s obligation hereunder:



          (a) The Partnership may retain any funds which would otherwise be distributed hereunder to the
Defaulting Partner, until such time as the Partnership has recovered the full amount in default,
together with accrued interest thereon. The amounts retained shall be credited first to interest
and then to contributions payable.




          (b) The Non-Defaulting Partner may advance all or any portion of the amount in default to the
Partnership. If the Non-Defaulting Partner elects to advance to the Partnership all or a portion
of the amount in default, such advance shall be treated as a loan to the Defaulting Partner,
followed by a contribution of the borrowed funds to the Partnership by the Defaulting Partner
curing the default in whole or in part. Such a loan shall be payable on demand and bear interest
at the Default Rate. Until the Defaulting Partner’s debt to the Non-Defaulting Partner, together
with interest thereon, is paid in full, any funds or property which otherwise would be
distributable to the Defaulting Partner from time to time hereunder shall be paid to the
Non-Defaulting Partner. Any such payments shall be deemed to be distributions to the Defaulting
Partner by the Partnership followed by appropriate payments by the Defaulting Partner to the
Non-Defaulting Partner. Payments shall be credited first to accrued interest.




     3.4 Interest; Returns of Capital. The Partners shall not receive interest on or with
respect to their Capital Contributions or the amount of their Capital Accounts. Returns of capital
shall be made only as provided herein.



     3.5 Loans From Partners.



          (a) If the Partnership does not have sufficient funds, or access to such funds pursuant to the
Partnership’s credit facilities, to fulfill its contractual obligations to lenders (other than
Partners) or other third parties, to pay for any of its uninsured losses, or otherwise to provide
for the timely payment of its obligations in the ordinary course of its business, and the Partners
are unable or unwilling to make the necessary Capital Contributions to the Partnership to provide
for such obligations or losses, then any Partner, in its discretion may, but shall not be required
to, loan to the Partnership amounts sufficient to provide for such losses or obligations (the
“Operating Loans”). Operating Loans shall be made to the Partnership upon commercially
reasonable terms at an interest rate equal to the greater of (i) the Prime Rate, plus 3 percentage
points, and (ii) the then current interest rate on the Partnership’s senior debt, plus 3 percentage
points. In addition to Operating Loans, the Partnership may borrow money from the Partners at such
other times and upon such other terms as the Management Committee deems appropriate.




          (b) Unless otherwise determined by the Management Committee, whenever the Partnership proposes
to borrow money from a Partner, including but not limited to the Operating Loans provided for in
Section 3.5(a) above, (i) all Partners shall be afforded an opportunity to participate Pro Rata in
lending such money, (ii) such loan shall be secured only by the assets of the Partnership and shall
be non-recourse as to the Partners, and (iii) such loans shall be subordinated to the Partnership’s
senior bank debt and senior notes and debentures. Payments by the Partnership to the Partners in
repayment of Operating Loans or




9









 







other loans by the Partners to the Partnership shall be made in
proportion to the respective then outstanding balances of principal plus accrued interest owed by
the Partnership to each Partner.
Any then outstanding Operating Loans or other loans by the Partners to the Partnership shall
be due and payable in full upon dissolution of the Partnership.




4. PROFITS, LOSSES AND DISTRIBUTIONS.




     4.1 Allocation of Profits and Losses. Subject to the special allocations set forth in
Sections 4.2, 4.3, 4.4 and 4.5 below, the Profits and Losses of the Partnership shall be allocated
to the Partners Pro Rata.



     4.2 Special Allocations. Notwithstanding Section 4.1 of this Agreement:



          (a) If, during a taxable year of the Partnership, there is a net decrease in the Partnership’s
minimum gain as defined in Treasury Regulations Section 1.704-2(d), then each Partner shall be
allocated items of income (including gross income) and gain for such year (and if necessary for
subsequent years) in an amount equal to such Partner’s share of the net decrease in Partnership
minimum gain. This Section 4.2(a) is intended to comply with the minimum gain chargeback
requirement of Section 1.704-2(f) of the Treasury Regulations and shall be interpreted consistently
therewith. For any taxable year that the Partnership has a net decrease in minimum gain, if the
minimum gain chargeback requirement would cause a distortion in the economic arrangement of the
Partners and it is not expected that the Partnership will have sufficient other income to correct
that distortion, the Management Committee may seek to have the Internal Revenue Service waive the
minimum gain chargeback requirement in accordance with Section 1.704-2(f)(4) of the Treasury
Regulations.




          (b) If, during a taxable year of the Partnership, there is a net decrease in partner
nonrecourse debt minimum gain as defined in Treasury Regulations Section 1.704-2(i)(3), then each
Partner with a share of that partner nonrecourse debt minimum gain shall be allocated items of
income (including gross income) and gain for such year (and if necessary for subsequent years) in
an amount equal to such Partner’s share of the net decrease in partner nonrecourse debt minimum
gain. This Section 4.2(b) is intended to comply with the minimum gain chargeback requirement of
Section 1.704-2(i)(4) of the Treasury Regulations and shall be interpreted consistently therewith.




          (c) Items of Partnership loss, deduction and Code Section 705(a)(2)(B) expenditures which are
attributable to any nonrecourse debt of the Partnership and are characterized as partner
nonrecourse deductions under Sections 1.704-2(i)(1) or (2) of the Treasury Regulations shall be
specially allocated to the Partner who bears the economic risk of loss with respect to such
nonrecourse debt in accordance with Section 1.704-2(i)(1) of the Treasury Regulations.




          (d) Nonrecourse deductions (as defined in Section 1.704-2(b)(1) of the Treasury Regulations)
shall be allocated to the Partners Pro Rata.




          (e) To the extent that an adjustment to the adjusted tax basis of any Partnership asset
pursuant to Section 734(b) or 743(b) of the Code is required pursuant to
Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations, to be taken
into account in determining Capital Accounts as the result of a Distribution to a Partner in
complete liquidation of its Interest, the amount of such adjustment to Capital Accounts shall


10









 







be
treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the
adjustment decreases such basis), and such gain or loss shall be specially allocated to the
Partners in accordance with their interests in the Partnership in the event
Section 1.704-1(b)(2)(iv)(m)(2) of the Treasury Regulations applies, or to the Partner to whom such
Distribution was made in the event Section 1.704-1(b)(2)(iv)(m)(4) of the Treasury Regulations
applies.




     4.3 Curative Allocations. Any allocations made or expected to be made to the Partners
pursuant to Section 4.2 hereof shall be taken into account in computing allocations of Partnership
Profits and Losses pursuant to Section 4.1 and any other allocations pursuant to Section 4.2, so
that after all allocations to the Partners pursuant to Sections 4.1 and 4.2 have been made, each
Partner’s Capital Account balance is, to the extent possible, equal to the Capital Account balance
such Partner would have had if the special allocations required by Section 4.2 hereof had not been
required, and all Partnership items were allocated pursuant to Section 4.1 hereof. The application
of this Section 4.3 and the making of curative allocations pursuant hereto shall be made in any
reasonable manner by the Management Committee after consultation with the Partnership’s independent
accountants.



     4.4 Allocation of Recapture Items. All recapture of income tax deductions resulting
from the sale or disposition of Partnership property shall be allocated to the Partner or Partners
to whom the deduction that gave rise to such recapture was allocated hereunder to the extent that
such Partner is allocated any gain from the sale or other disposition of such property.



     4.5 Other Allocation Rules.



          (a) If any fees or other payments deducted for federal income tax purposes by the Partnership
are recharacterized by a final determination of the Internal Revenue Service as nondeductible
distributions to any Partner then, notwithstanding all other allocation provisions (other than
allocations pursuant to Section 4.3 above), gross income shall be allocated to such Partner (for
the year(s) of adjustment) in an amount equal to the fees or payments recharacterized.




          (b) Any income or deduction imputed to the Partnership for federal income tax purposes with
respect to a transaction between a Partner and the Partnership shall be allocated to such Partner;
provided, however, that no such allocation shall materially alter the economic agreement among the
Partners (without regard to tax consequences) that would have been obtained had such income or
deduction not been so imputed to the Partnership.




     4.6 Income Tax Allocations.



          (a) Subject to Sections 4.6(b) and 4.6(c) below, each item of income, gain, loss or deduction
of the Partnership for federal income tax purposes shall be allocated to and shared by the Partners
in the same manner as the corresponding “book” items are allocated pursuant to Section 4.1.
Credits shall be allocated to and shared by the Partners Pro Rata.




          (b) In accordance with Code Section 704(c)(1)(A) and Section 1.704-1(b)(2)(iv) of the Treasury
Regulations, if a Partner contributes property to the Partnership with a fair market value that
differs from its adjusted basis at the time of contribution (a “704(c) Property”), then
income, gain, loss and deductions with respect to such 704(c) Property shall, solely for income tax
purposes, be allocated among the Partners so as to




11









 







take account of any variation between the
adjusted basis of such property to the Partnership
and its fair market value at such time of contribution using the remedial method of
allocations as described in Section 1.704-3(d) of the Treasury Regulations (the “Remedial
Method”).




          (c) If, under Section 1.704-1(b)(2)(iv)(f) of the Treasury Regulations, Partnership property
that has been revalued is properly reflected in the Capital Accounts and on the books of the
Partnership at a book value that differs from the adjusted tax basis of such property (a
“Book-Tax Disparity”), then depreciation, depletion, amortization, and gain or loss with
respect to such property (the “Adjusted Property”) shall be shared among the Partners in a
manner that takes account of the variation between the adjusted tax basis of such Adjusted Property
and its book value, using the Remedial Method.




          (d) The Partnership may determine to depreciate the portion of an adjustment under section
743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent
of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation
method and useful life applied to the Partnership’s common basis of such property, despite the
inconsistency of such method with Section 1.167(c)-1(a)(6) of the Treasury Regulations, or any
successor provisions. If the Partnership determines that such reporting position cannot reasonably
be taken, the Partnership may adopt any reasonable depreciation convention that would not have a
material adverse effect on the Partners.




          (e) Allocations under this Section 4.6 are solely for purposes of federal, state and local
income taxes and will not affect, or in any way be taken into account in computing, any Partner’s
Capital Account or share of Profits, Losses or other items or distributions under this Agreement.




     4.7 Non-Liquidating Distributions.



          (a) Subject to Section 4.7(b) and Article 9 below, on or before the last day of the calendar
month following the end of each Quarter, the Management Committee shall determine the amount of the
Partnership’s Available Cash as of the last day of such preceding Quarter and shall distribute an
amount equal to 100% of Available Cash to the Partners Pro Rata; provided, however, the Partnership
shall not be required to make any distributions of Available Cash pursuant to this Section 4.7(a)
until after the IPO Closing Date and may instead make cash distributions of Available Cash at any
time, and in any amount it determines to be appropriate before or on the IPO Closing Date and in
connection with the IPO; and provided, further, that the amount of Available Cash required to be
distributed for the Quarter in which the IPO Closing Date occurs, shall be pro rated based upon a
fraction, of which the numerator is the number of days in the period that commences on the IPO
Closing Date and ends on last day of such Quarter and of which the denominator is the number of
days in such Quarter.




          (b) Subject to any restrictions imposed by the Partnership’s agreements with its third party
lenders, the Partnership may make distributions to the Partners Pro Rata, at such times and in such
amounts as the Management Committee shall determine by Unanimous Vote.




          (c) All amounts withheld pursuant to the Code or any provision of any state or local tax law
with respect to any Partner shall be treated for all purposes of this Agreement as




12









 







amounts
distributed by the Partnership to such Partner and shall reduce the distribution to such Partner to
be made pursuant to this Section 4.7.




     4.8 Distributions In-Kind. If any assets of the Partnership are to be distributed
in-kind at any time including pursuant to Section 10.3 of this Agreement, then the gross fair
market value of such assets as of the date of such distribution shall be determined in accordance
with this Agreement or as otherwise agreed by the Management Committee, and the Partners’ Capital
Accounts shall be adjusted in the same manner and proportions as if the assets had been sold for
such fair market value and any Profit or Loss had been allocated to the Partners in accordance with
this Article 4. Any in-kind distribution of assets of the Partnership, including pursuant to
Section 10.3, shall be reflected in the books kept according to U.S. generally accepted accounting
principals (“GAAP”) or the books kept for FERC purposes of the Partnership in accordance with GAAP
or the accounting principals required by the FERC, respectively.



     4.9 Liquidating Distributions. Notwithstanding anything to the contrary in this
Agreement, proceeds resulting from any Transfer of any property of the Partnership incident to the
liquidation and winding up of the Partnership, as well as any other property distributed in
liquidation of the Partnership, shall only be distributed to the Partners in accordance with the
provisions of Section 10.3.



5. MANAGEMENT OF PARTNERSHIP AND ITS ASSETS.




     5.1 Creation of Management Committee.



          (a) A committee (the “Management Committee”) is hereby established to oversee, manage
and supervise all aspects of the Partnership and its business. The Management Committee shall
consist of two individuals (“Representatives”), one designated by the Williams Partner and
one designated by the MLP Partner. Initially, the names, addresses and facsimile numbers of the
Partners’ Representatives on the Management Committee shall be as follows:




	 	 	 
	Williams Partner:

	 	Donald R. Chappel
	 

	 	One Williams Center
	 

	 	Tulsa, OK 74172-0172
	 

	 	Facsimile (918) 573-0871
	 
	 	 
	MLP Partner:

	 	Phillip D. Wright
	 

	 	2800 Post Oak Blvd.
	 

	 	Houston, TX 77056
	 

	 	Facsimile (713) 215-4269





Any Partner may from time to time, by notice to the other Partners, remove its Representative and
designate a new Representative, or appoint an alternate Representative to serve in place of a
regular Representative at any meeting. Any notice appointing a new Representative shall set forth
the address of the Representative and a telephone number for facsimile transmissions to the
Representative.




          (b) Each Representative shall have full authority to act on behalf of the Partner that
designated such Representative and the vote or actions of a Representative at a




13









 







meeting of the
Management Committee (or through written consent) shall represent and bind the Partner that
designated such Representative with respect to any matter. Each Representative is an agent of the
Partner designating such Representative and, to the fullest
extent permitted by law, does not owe any duty (fiduciary or otherwise) to the Partnership,
any other Partner or any other Representative.




     5.2 Powers of the Management Committee.



          (a) The Management Committee shall be responsible for management of the business and affairs
of the Partnership subject to the delegation of powers and duties to officers of the Partnership
and other Persons as provided below. All powers of the Partnership, except those specifically
reserved or granted to the Partners by statute or this Agreement, are hereby granted to and vested
in the Management Committee, and the Management Committee shall have full authority, discretion and
power with respect to all Partnership actions and the execution of all instruments or other
documents necessary or appropriate in connection therewith. The Management Committee shall have
the power to delegate authority in writing to such officers, employees, agents and representatives
of the Partnership as it from time to time may deem appropriate, but subject to such exceptions and
conditions as the Management Committee may determine for the purposes of limiting the scope of any
such delegation of authority, and subject to revocation of such delegated authority by further
action of the Management Committee at any time. Any delegation of authority to take any action
must be approved in the same manner as would be required for the Management Committee to directly
approve such action.




          (b) Any Partner shall have the right to receive materials made available to the Management
Committee, and shall have the right to consult with the Management Committee regarding all aspects
of the Partnership and its business.




          (c) Each Representative shall be an agent of and shall represent, and owe duties to, only the
Partner that designated such Representative (the nature and extent of such duties being an internal
affair of the partner), and, to the fullest extent permitted by law, shall not owe any duty
(fiduciary or otherwise) to the Partnership, any other partner or representative or any officer or
employee of the Partnership. The provisions of this Section 5.2(c) shall also inure to the benefit
of each Partner’s Representative.




     5.3 Meetings of the Management Committee.



          (a) The Management Committee shall meet no less frequently than quarterly. In addition,
special meetings of the Management Committee shall be held at such times as are required by this
Agreement and upon the call of any Partner or Representative who gives at least 10 days prior
written notice to the other Partners specifying the agenda for such meeting. Unless otherwise
agreed by the Management Committee, Management Committee meetings shall be held at the
Partnership’s principal office as set forth in Section 2.2.




          (b) Each Representative may bring to any Management Committee meeting any number of other
individuals, including consultants, advisors, legal counsel, and technical or other experts, except
that if any Representative shall request that any part or all of a Management Committee meeting be
held in executive session, then only the Representatives accompanied by no more than two of their
respective advisors may attend the executive




14









 







session. Management Committee meetings may be
conducted in whole or in part by the means of conference telephone or similar communications
equipment whereby all persons participating in the meeting may hear and speak to one another.




          (c) Minutes of each meeting of the Management Committee shall be prepared and circulated to
Management Committee members. Upon their adoption by the Management Committee, minutes shall be
filed at the principal office of the Partnership.




          (d) Any action required or permitted to be taken at a regular or special meeting of the
Management Committee may be taken without a meeting, without prior notice, and without a vote if a
consent or consents in writing, setting forth the action so taken, is signed either by all of the
Representatives or by all of the Partners.




     5.4 Quorum. Representatives of (a) one or more Partners holding a Majority Vote
present in person, by conference telephone or by written proxy and entitled to vote, shall
constitute a quorum for the transaction of business for purposes of considering matters that
require a Majority Vote under this Agreement, and (b) all of the Partners present in person, by
conference telephone or by written proxy and entitled to vote, shall constitute a quorum for the
transaction of business for purposes of considering matters that require a Unanimous Vote under
this Agreement.



     5.5 Voting.



          (a) Each Representative shall have a vote with respect to all Management Committee matters
that is equal to the Percentage Interest of the Partner appointing such Representative.




          (b) All decisions and actions of the Management Committee with respect to the Partnership and
its business shall be made and taken by Majority Vote, except as otherwise provided in Section
5.5(c) below.




          (c) Notwithstanding any other provision of this Agreement to the contrary, none of the
Partnership, the Management Committee nor any Partner shall cause or commit the Partnership to take
any of the following actions without a Unanimous Vote of the Management Committee:




               (i) Any voluntary bankruptcy filing or, to the fullest extent permitted by law, any
liquidation, dissolution or winding up of the Partnership;



               (ii) The issuance, incurrence, assumption or guarantee of any Indebtedness or the pledge of or
grant of any security interest in any Partnership assets;



               (iii) The commencement or resolution of any Section 4 general rate case under the NGA, or any
other proceeding or controversy at the Federal Energy Regulatory Commission or an appeal of an
order thereof, the outcome of which would cause (A) the Partnership’s revenues to be reduced by, or
the Partnership to pay penalties, refunds or interest in excess of, $50 million or (B) the
Partnership to agree to any criminal penalty;



               (iv) Any amendment to this Agreement in accordance with Section 15.1;



15









 





               (v) Any distributions to the Partners other than distributions pursuant to Section 4.7(a) or
Section 4.7(b) above;



               (vi) The (A) admission of a new Partner (other than pursuant to Section 8.2) or the issuance
of any Interests or other equity (or convertible) interests in the Partnership, (B) the redemption,
repurchase or other acquisition of Interests in the Partnership or (C) any withdrawal by any
Partner from the Partnership;



               (vii) The Transfer or lease of (A) all or substantially all of the assets of the Partnership
or (B) any portion of such assets with a value in excess of US$20 million;



               (viii) Any merger or consolidation of the Partnership with another Person or any conversion or
reorganization of the Partnership that would change the form of the Partnership from a general
partnership to a limited liability company, corporation, limited partnership or other form of
business entity;



               (ix) Acquiring, commencing or conducting any new activity or business that may generate income
for federal income tax purposes that may not be “qualifying income” (as such term is defined
pursuant to Section 7704 of the Code);



               (x) Approval of the Partnership Budget as provided in Section 5.6;



               (xi) Approval of a Transfer of an interest pursuant to Section 8.4(b); or



               (xii) Any amendment to the Master Services Agreement, other than any amendment that the
Management Committee determines would not materially adversely affect the Partnership.



          (d) Each Representative shall be an agent of, and shall represent and, to the fullest extent
permitted by law, owe duties to, only the Partner that designated such Representative to the
Management Committee. With respect to any vote, consent, approval or disapproval at any meeting of
the Management Committee or otherwise under this agreement, to the fullest extent permitted by law,
each Partner or its Representative may grant or withhold its vote, consent, approval or disapproval
in its sole discretion, free from any duty, fiduciary or otherwise, to the Partnership, any other
Partner, any other Representative or any other Person who is a party to or otherwise bound by this
Agreement. The provisions of this Section 5.5(d) shall apply notwithstanding the negligence, gross
negligence, willful misconduct, strict liability or other fault or responsibility of a Partner or
its Representative.




     5.6 Partnership Budget.



          (a) The Management Committee shall approve a Partnership budget (the “Partnership
Budget”) for each fiscal year of the Partnership.




          (b) Prior to the beginning of each fiscal year of the Partnership, the Management Committee
shall cause a proposed Partnership Budget for the following fiscal year to be prepared and
submitted to the Management Committee for approval.




          (c) If the Management Committee fails to adopt a Partnership Budget on or before December 1 of
any year, then the Management Committee shall be deemed to have




16









 







approved as the Partnership Budget
for the next calendar year the last Partnership Budget that was approved by the Management
Committee (the “Prior Partnership Budget”); provided, however, that (i) all operating
expense items (other than capital expenditures) shall be
increased by 5% from the Prior Partnership Budget, and (ii) the capital expenditure budget
shall be set at 12/11ths of the amount actually spent in the first eleven months of the year
covered by the Prior Partnership Budget; and further provided, that if a Partnership Budget
subsequently is approved by the Management Committee such subsequently approved Partnership Budget
shall be effective for the remainder of the applicable fiscal year.




          (d) After a final Partnership Budget have been approved by the Management Committee (or
otherwise deemed approved as provided above), the Partnership shall implement the Partnership
Budget and shall be authorized to make the expenditures and incur the obligations provided for
therein. With the prior approval of the Management Committee, the Partnership Budget may be
reestimated at any time during a fiscal year (a “Reestimated Partnership Budget”). All
Reestimated Partnership Budgets also shall be subject to the approval of the Management Committee.
The term “Budget” as used in this Agreement shall be deemed to include both Partnership
Budgets and Reestimated Partnership Budgets.




     5.7 Partnership Expenses. Except as determined in advance by the Management Committee
or as expressly provided in this Agreement or any agreement approved by the Management Committee,
no Partner or member of the Management Committee shall be entitled to reimbursement of expenses or
to compensation from the Partnership for services rendered to the Partnership as such.



     5.8 Partnership Officers. The Management Committee may appoint employees of any
Partner or their Affiliates to serve as officers of the Partnership, and such officers may include
a chief executive officer, a president, a senior vice president, one or more vice presidents, a
treasurer, a secretary, one or more assistant secretaries, one or more assistant treasurers, a
general counsel, a controller and an assistant general counsel. Any such officers so appointed
shall serve at the pleasure of the Management Committee and shall have such duties as the
Management Committee shall determine.



     5.9 Actions By Partners.



          (a) No Partner shall have any authority to act for, or to assume any obligation or
responsibility on behalf of, another Partner or the Partnership, except as expressly set forth in
this Agreement or approved by the Management Committee in accordance with the terms of this
Agreement. Each Partner agrees to indemnify and hold each other Partner harmless from and against
any claim, demand, loss, damage, liability or expense of any kind or nature whatsoever, including
reasonable attorneys’ fees, incurred by or against such other Partner and arising out of or
resulting from any action taken by the indemnifying Partner in violation of this Section 5.9(a).




          (b) Any Partner asserting a right to indemnification under Section 5.9(a) shall so notify the
other Partner in writing. The indemnifying Partner shall have the right to defend against any
claims or actions by third parties giving rise to such claim for indemnification to the fullest
extent permitted by law. If the indemnifying Partner assumes such defense, such indemnifying
Partner shall not settle or permit the settlement of any such third party claim or action without
the prior written consent of the indemnified Partner, which consent shall not be




17









 







unreasonably
withheld. If the indemnifying Partner fails to assume the defense of any such claim or action,
then the indemnified Partner may defend or settle such claim or action without the consent of the
indemnifying Partner.




6. OTHER ACTIVITIES; CONFLICTS OF INTEREST.




     6.1 Other Activities of Partners.



          (a) Each Partner agrees that, for so long as it is a Partner of the Partnership, (i) its sole
business will be to act as a general partner or managing member of the Partnership and any other
partnership or limited liability company of which the Partnership is, directly or indirectly, a
partner or member and to undertake activities that are ancillary or related thereto and (ii) shall
not engage in any business or activity or incur any debts or liabilities except in connection with
or incidental to (A) its performance as general partner, manager or member of one or more Group
Members or (B) the acquiring, owning or disposing of debt or equity securities in any Group Member.




          (b) Notwithstanding the terms of Section 6.1(a), any Affiliate or Affiliates of a Partner
(except any wholly-owned Subsidiary of a Partner) shall have the right to engage in businesses of
every type and description and other activities for profit and to engage in and possess an interest
in other business ventures of any and every type or description, whether in businesses engaged in
or anticipated to be engaged in by any Group Member, independently or with others, including
business interests and activities in direct competition with the business and activities of any
Group Member, and none of the same shall constitute a breach of this Agreement or any duty
otherwise existing at law, in equity or otherwise to any Group Member or any Partner. None of any
Group Member or any other Person shall have any rights by virtue of this Agreement or the
partnership relationship established hereby in any business ventures of any Affiliates of a
Partner.




          (c) Subject to the terms of Section 6.1(a) and Section 6.1(b), but otherwise notwithstanding
anything to the contrary in this Agreement, (i) the engaging in competitive activities by any
Person (other than any Partner or a wholly owned Subsidiary of a Partner) that is an Affiliate of a
Partner in accordance with the provisions of this Section 6.1 is hereby approved by the Partnership
and all Partners, (ii) it shall be deemed not to be a breach of any Partner’s or any other Person’s
duties or any other obligation of any type whatsoever of a Partner or any other Person for any such
Person that is an Affiliate of a Partner (other than such Partner or its wholly owned Subsidiary)
to engage in such business interests and activities in preference to or to the exclusion of any
Group Member, (iii) none of the Partners or any other Person shall have any obligation hereunder or
as a result of any duty otherwise existing at law, in equity or otherwise to present business
opportunities to any Group Member and (iv) the doctrine of “corporate opportunity” or other
analogous doctrine shall not apply to any Partner, any Affiliate of a Partner or any other Person.




          (d) The provisions of this Agreement, including this Section 6.1, to the extent that they
restrict or eliminate the duties (including fiduciary duties) and liabilities owed by a Person to
the Partners, Representatives or any other Person who is a party to or otherwise bound by this
Agreement, which duties and liabilities might otherwise be existing at law or in equity, are agreed
by the parties hereto pursuant to the provisions of Sections 15-404(b) and




18









 







(c) and Section 15-103
of the Delaware Revised Uniform Partnership Act, to replace such duties (including fiduciary
duties) and liabilities of such Person.




     6.2 Conflicts of Interest. The Partnership shall not be prohibited from or otherwise
limited in employing, contracting with (including contracts for the sale, exchange, or lease of
the Partnership’s property otherwise permitted under this Agreement), or otherwise dealing
with, any Person, by reason of the fact that such Person is a Partner or is an Affiliate of a
Partner, or is an entity in which any Partner has an economic interest, whether such relationship,
affiliation, or interest is direct or indirect, and no such transaction or contract shall be void
or voidable solely by reason of such relationship, affiliation or interest.



7. FINANCIAL, ACCOUNTING AND TAX MATTERS.




     7.1 Fiscal Year. The fiscal year of the Partnership shall be the calendar year,
unless such fiscal year is not the required taxable year of the Partnership pursuant to the Code,
in which case the fiscal year of the Partnership shall be the required taxable year.



     7.2 Capital Accounts.



          (a) A separate Capital Account shall be established and maintained for each Partner in
accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations. Except as otherwise
provided therein:




               (i) Such Capital Accounts shall be INCREASED by (x) the amount of any Capital Contributions to
the Partnership by the Partner, and (y) allocations to the Partner of Partnership Profits and any
income or gain specially allocated to the Partner pursuant to Sections 4.2, 4.3, 4.4, or 4.5.



               (ii) Such Capital Accounts shall be DECREASED by (x) the amount of money distributed to the
Partner by the Partnership, (y) the fair market value of any property distributed to the Partner by
the Partnership, net of any encumbrances upon such distributed property that such Partner is
considered to assume or take subject to under Section 752 of the Code, and (z) allocations to the
Partner of Partnership Losses and any losses or items of Partnership expense and deduction
specially allocated to the Partner pursuant to Sections 4.2, 4.3, 4.4 or 4.5.



          (b) If all or any part of any Partner’s Interest is Transferred in accordance with this
Agreement, the Capital Account of the transferor Partner attributable to the transferred Interest
shall carry over to the transferee Partner, in accordance with Section 1.704-1(b)(2)(iv)(l) of the
Treasury Regulations. However, if any such Transfer causes a termination of the Partnership under
Section 708(b)(1)(B) of the Code, thus causing a liquidation of the Partnership (i) the Partnership
assets shall not be sold, liquidated or otherwise distributed (and no Partner shall have the right
to demand a sale, liquidation or distribution by reason of such liquidation), but instead the
assets of the Partnership shall be deemed to have undergone the transaction described in
Section 1.708-1(b)(4) of the Treasury Regulations, and (ii) the Capital Account that carries over
to the transferee will be adjusted in accordance with Section 1.704-1(b)(2)(iv) of the Treasury
Regulations. The Capital Accounts of the Partners of the reconstituted Partnership shall be
maintained in accordance with the principles of this Section 7.2.




19









 








          (c) Each item of Partnership income, gain, loss, deduction and credit attributable to a
Transferred Interest, or other change in a Partner’s Interest to which Code Section 706(d) is
applicable, shall, for income tax purposes, be determined on a daily, monthly or other basis, as
determined by the Management Committee using any permissible method under Code Section 706 and the
Treasury Regulations thereunder; provided, however, that if
such Transfer is effected on or prior to the 15th day of a calendar month, then such Transfer
shall be deemed to have occurred on the last day of the calendar month immediately prior to the
calendar month in which such Transfer occurs, and if such Transfer is effected after the 15th day
of a calendar month, such Transfer shall be deemed to have occurred on the last day of the calendar
month in which such Transfer occurs. The Management Committee may revise, alter or otherwise
modify such methods of determination as it may deem necessary, to the extent permitted or required
by Code Section 706 and the Treasury Regulations thereunder.




          (d) If (i) a new or existing Partner contributes money or other property (other than a
de minimis amount) to the Partnership as consideration for the receipt of an
interest in the Partnership greater than the interest owned by such Partner prior to such
contribution, or (ii) there is a distribution of money or other property (other than a de
minimis amount) by the Partnership to a retiring or continuing Partner as consideration for
the relinquishment of some or all of such Partner’s Interest, or (iii) upon the liquidation of the
Partnership (under Section 708(b)(1)(B) of the Code or otherwise), then the value of the
Partnership’s properties on its books shall be adjusted to reflect their fair market value, as of
the date of the distribution, contribution or liquidation of the Partnership, as the case may be
(as determined by the Management Committee taking into consideration Code Section 7701(g)), and the
Capital Accounts of the Partners shall be adjusted to reflect the amount of unrealized income,
gain, loss or deduction inherent in the Partnership’s properties (to the extent not previously
reflected in the Partners’ Capital Accounts) which would be allocated among all the Partners under
the terms of this Agreement, assuming that there were a taxable disposition of such properties
immediately preceding such contribution of money or other property to the Partnership, or
immediately preceding such distribution of money or other property by the Partnership, or upon the
liquidation of the Partnership, as the case may be, for such property’s fair market value as of
such time.




          (e) The foregoing provisions, and any other provisions of this Agreement relating to the
maintenance of Capital Accounts and the allocations of income, gain, loss, deductions and credits,
are intended to comply with Section 1.704-1(b) of the Treasury Regulations, and shall be
interpreted and applied in a manner consistent with such regulations.




     7.3 Accounting Method; Books and Records. The Management Committee or its designee
shall cause complete and correct books of account and records, reflecting all Partnership
operations, to be prepared and maintained in accordance with GAAP consistently applied and a
separate set of books of account and records to be prepared and maintained in accordance with the
principles established by FERC. Such books and records shall be kept at the principal office of
the Partnership, or at such other place as the Management Committee may determine; provided,
however, that all Partners shall be given notice of any change in the location of such books and
records. Any Partner and any Representative shall have the right, at the Partner’s (or the
designating Partner’s) expense, to examine, audit and make copies of the Partnership’s books and
records, in person or by duly authorized agent or attorney, during normal business hours.



20









 





     7.4 Reports; Financial Statements; Audits.



          (a) The Management Committee or its designee shall cause the preparation and distribution to
each Partner of the following reports on the activities and financial position of the Partnership,
which reports shall be prepared in accordance with GAAP:




               (i) Within 45 days after the end of each month, (A) a balance sheet as of the end of the month
just ended; (B) a detailed statement of Partnership income and expense for the month just ended,
and (C) a statement of Partnership cash flow for the month just ended.



               (ii) Within 45 days after the end of each of the first 3 calendar Quarters, (A) a balance
sheet as of the end of such period, (B) a detailed statement of income or loss for the quarterly
period just ended, (C) a statement of Partnership cash flow for the quarterly period just ended,
(D) a comparison of the quarterly period income or loss with the Budget for that period, (E) a
comparison of the year-to-date results for that portion of the year just ended with (1) the results
of the same period during the prior year, and (2) the Budget, and (F) a statement of each Partner’s
Capital Account as at the end of such Quarter.



               (iii) Within 60 days after the end of each fiscal year of the Partnership, (A) a balance sheet
as of the end of such fiscal year, (B) a detailed statement of income or loss for such fiscal year,
(C) a statement of Partnership cash flow for such fiscal year, (D) a comparison of actual to
budgeted income or loss, (E) a comparison of the fiscal year just ended with (1) the preceding
fiscal year, and (2) the Budget, and (F) a statement of each Partner’s Capital Account as at the
end of such year.



          (b) Upon the request of any Partner, the Management Committee shall cause to be prepared and
delivered to such Partner or its Affiliates all of such additional financial statements, notes
thereto and additional financial information not prepared pursuant to Section 7.4(a) above as may
be required in order for such Partner or Affiliate to comply with its reporting requirements under
(i) the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder,
(ii) the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder and (iii) any national securities exchange or automated quotation system, in each case,
on a timely basis. All of such financial statements shall be prepared in accordance with GAAP.




          (c) Unless otherwise agreed by the Management Committee, the Management Committee or its
designee shall cause an audit to be made of the Partnership’s year-end financial statements by a
nationally recognized independent accounting firm (the “Partnership Accountants”), and
shall promptly furnish each Partner with copies of the auditor’s report and opinion thereon.




     7.5 General Tax Matters.



          (a) The Management Committee or its designee shall cause the Partnership Accountants to
prepare on a timely basis all returns necessary for U.S. federal, state and local income tax
purposes pursuant to the Code, and all other tax returns and reports deemed necessary and required
in the jurisdictions in which the Partnership does business, or to review such returns if they are
prepared by the Partnership, and to prepare or review for the Partners on a timely basis the
information necessary to determine estimated tax payments. Each Partner




21









 







shall provide, as promptly
as feasible, such information as the Partnership Accountants may request in preparing such returns.
The preparation or review of Partnership income tax returns or estimated tax information by the
Partnership Accountants shall be undertaken at the Partnership’s expense. Drafts of federal and
state income tax returns shall be submitted to
each Partner for review at least 30 days prior to their respective due dates (or 90 days prior
to their respective due dates if the Partnership has requested one or more extensions).




          (b) As soon as possible after the close of each fiscal year of the Partnership, and in any
event no later than May 1 of the next fiscal year, the Management Committee or its designee shall
provide each Partner with a notice (the “Tax Information Notice”) containing such
information with respect to the Partnership’s operations during the preceding fiscal year as shall
be necessary for the preparation and filing of such Partner’s federal, state and local income tax
returns. Each Tax Information Notice shall set forth the material tax accounting principles and
elections under the Code to be used or made by the Partnership with respect to such preceding
fiscal year. Unless otherwise approved by the Management Committee, after the date of the Tax
Information Notice, no changes shall be made to the tax accounting principles and elections under
the Code set forth therein. The Partnership shall utilize the accrual method of accounting for
federal income tax purposes and shall make the election to amortize the organizational expenses of
the Partnership as permitted by Section 709 of the Code and the election pursuant to Section 754 of
the Code. The Partnership shall make any other elections required or permitted to be made under
the Code in such manner as the Management Committee shall determine. For the proper administration
of the Partnership, the Partnership shall (i) adopt such conventions as it deems appropriate in
determining the amount of depreciation, amortization and cost recovery deductions; and (ii) amend
the provisions of this Agreement as appropriate to reflect the promulgation of Treasury Regulations
under Section 704(b) or Section 704(c) of the Code. The Partnership may adopt such conventions,
make such allocations and make such amendments to this Agreement as provided in the preceding
sentence only if such conventions, allocations or amendments are consistent with the principles of
Section 704 of the Code. No Partner shall elect to be excluded from the application of the
provisions of Subchapter K of Chapter 1 of Subtitle A of the Code. No Partner, without the consent
of the other Partner, shall take any action (including accepting contributions) which would by
itself result in a change in the allocation of the Partnership’s liabilities for tax purposes.




     7.6 Tax Matters Partner.



          (a) The Williams Partner shall be the Tax Matters Partner (“TMP”) as defined in
Section 6231(a)(7) of the Code. The TMP and the other Partner shall use their best efforts to
comply with the responsibilities outlined in Sections 6221 through 6233 of the Code (including any
Treasury Regulations promulgated thereunder) and in doing so shall incur no liability to any other
Partner. Any cost or expense incurred by the TMP in connection with its duties, including the
preparation for or pursuance of administrative or judicial proceedings shall be reimbursed by the
Partnership.




          (b) Subject to the requirements of Section 5.5 above, the TMP may settle any audit, extend any
statute of limitation, or file any protest, petition or pleading without the prior approval of the
Management Committee or any other Partner; provided, however, that any settlement that adversely
affects the rights or obligations of any Partner or otherwise places




22









 







any affirmative obligations on
such Partner shall be subject to the advance written approval of such affected Partner.




          (c) Any Partner may engage legal counsel, certified public accountants, or others on its own
behalf at its sole cost and expense.




     7.7 Use of Cash. The available funds of the Partnership may be deposited in such
checking, savings, certificate of deposit, money market or similar accounts as may be designated by
the Management Committee with such signatories as the Management Committee may designate.
Partnership cash may also be lent to the Williams Partner or an Affiliate of the Williams Partner
as part of The Williams Companies Inc. cash management program.



     7.8 Property. Except as otherwise determined by the Management Committee, all assets
and property, whether real, personal, or mixed, tangible or intangible, including contractual
rights, owned or possessed by the Partnership shall be held or possessed in the name of the
Partnership or in the name of an appropriate nominee, and such assets, property, and rights shall
be deemed to be owned or possessed by the Partnership as an entity. No Partner, individually,
shall have any separate ownership interest in such assets, property, or rights or any right to
request or require partition of the Partnership’s property. Each Partner’s Interest in the
Partnership is personal property for all purposes.



8. TRANSFERS OF PARTNERSHIP INTERESTS.




     8.1 Restrictions on Transfer.



          (a) No Partner shall, directly or indirectly, Transfer, mortgage, hypothecate or pledge all or
any portion of such Partner’s Interest, other than in accordance with the provisions of this
Agreement or with the express prior written consent of the other Partner. Any Transfer of an
Interest purported to be made in violation of this Agreement shall be void as against the
Partnership and the other Partner.




          (b) Notwithstanding anything to the contrary contained in this Agreement, in the event of (i)
the enactment (or imminent enactment) of any legislation, (ii) the publication of any temporary or
final Treasury Regulation, (iii) any ruling by the Internal Revenue Service or (iv) any judicial
decision that in any such case, in the opinion of counsel, would result in the taxation of the
Partnership for federal income tax purposes as a corporation or would otherwise subject the
Partnership to being taxed as an entity for federal income tax purposes, this Agreement shall be
deemed to impose such restrictions on the transfer of a Partner’s Interest as may be required, in
the opinion of counsel to the Partnership, to prevent the Partnership from being taxed as a
corporation or otherwise being taxed as an entity for federal income tax purposes, and the Partners
thereafter shall amend this Agreement as necessary or appropriate to impose such restrictions.




     8.2 Permitted Transfers . A Partner may, at any time, without obtaining the written
consent of any other Partner, Transfer all or any portion of such Partner’s Interest to any
Affiliate. Subject to the provisions of Section 8.4 below, such transferee shall become a
substitute Partner of the Partnership, to the extent of the Interest transferred.



23









 





     8.3 Right of First Offer.



          (a) If a Partner (the “Selling Partner”) desires to Transfer all or any portion of the
Selling Partner’s Interest (the “Offered Interest”) to any Person other than an Affiliate
of the Selling Partner, the Selling Partner shall deliver to each of the other Partners (the
“Non-Selling Partners”) a good faith offer (a “Sale Offer”) which shall include a
form of acquisition agreement that specifies the form and amount of consideration to be received
and the other material terms on which the Selling Partner proposes to Transfer the Offered
Interest.




          (b) Any Non-Selling Partner interested in purchasing all of the Offered Interest shall so
notify the Selling Partner by written notice (a “Purchase Notice”) delivered to the Selling
Partner within 20 days after such Partner’s receipt of the Sale Offer.




          (c) For a period of 60 days (the “Negotiation Period”) from the date of the Selling
Partner’s receipt of the last Purchase Notice, the Selling Partner and any Non-Selling Partner that
timely delivered a Purchase Notice to the Selling Partner shall negotiate in good faith regarding
the purchase of the Offered Interest by such Non-Selling Partner.




          (d) If the Selling Partner and such Non-Selling Partner enter into a definitive agreement
within the Negotiation Period for the Transfer of the Offered Interest, then the Non-Selling
Partner shall acquire the Offered Interest pursuant to the terms of such definitive agreement and
the closing of such purchase and sale shall take place within 90 days after the expiration of the
Negotiation Period. The Offered Interest shall be sold by the Selling Partner and acquired by the
purchasing Partner free and clear of any and all Liens, claims, encumbrances or other rights of
third parties. If more than one Non-Selling Partner delivers a Purchase Notice to the Selling
Partner, each such Non-Selling Partner shall be entitled to acquire a pro rata portion of the
Offered Interest determined by dividing such Non-Selling Partner’s Percentage Interest by the
aggregate Percentage Interests of all of the Non-Selling Partners that timely delivered a Purchase
Notice.




          (e) If (a) the Selling Partner and such Non-Selling Partner do not reach an agreement during
the Negotiation Period regarding the Transfer of the Offered Interest to such Non-Selling Partner,
(b) no Non-Selling Partner timely delivers a Purchase Notice to the Selling Partner, or (c) a
definitive agreement is timely entered into but is subsequently terminated prior to closing, then
the Selling Partner shall have 120 days to consummate the Transfer of the Offered Interest to a
financially responsible third party; provided, however, the Selling Partner may not consummate any
such Transfer to a third party unless (i) the acquisition consideration to be paid by such third
party is at least equal in value to the consideration set forth in the Sale Offer and (ii) the
other terms and provisions of such sale are not materially more favorable to such third party than
the terms and provisions contained in the Sale Offer. If the Selling Partner is unable to
consummate the Transfer of the Offered Interest to a third party within such 120 day period, then
the terms of this Section 8.3 shall once again apply.




     8.4 Conditions to Transfer.



          (a) No Transfer of an Interest pursuant to Section 8.2 or 8.3 shall be effective as against
the Partnership or any other Partner, and no such transferee shall become a substitute Partner,
unless and until such assignee (i) executes and delivers to the Partnership




24









 







and each other Partner
a written consent to be bound by all of the provisions of this Agreement and to become a Partner
with respect to the Interest acquired, together with such other instruments as the Management
Committee shall consider necessary or appropriate to effect the transferee’s admission to the
Partnership; and (ii) pays to the Partnership all reasonable expenses, including reasonable
attorneys’ fees, incurred by the Partnership in connection with such admission.




          (b) Notwithstanding any other provision of this Agreement, no Transfer of an Interest may be
made without the approval of the Management Committee if such Transfer would (i) cause a
termination of the Partnership under Code Section 708(b)(1)(B); (ii) result in
a violation of the Act; or (iii) constitute a default under the Partnership’s agreements with
its third party lenders, unless such lenders have consented in writing to such Transfer (so that it
will not constitute a default) or otherwise waived such default in writing in which cases no such
Management Committee approval shall be required.




     8.5 Specific Enforcement. Because of the unique relationship of the Partners in the
Partnership and the unique value of their interests therein, in addition to any other remedies for
breach hereof, the provisions of this Agreement concerning Transfer of Interests shall be
specifically enforceable.



9. ADDITIONAL PARTNERS.




     Except as otherwise expressly provided herein, additional Partners may be admitted to the
Partnership only with the approval of the Management Committee by Unanimous Vote; provided that WPP
Merger LLC shall be admitted as a Partner in connection with the closing of the IPO in exchange for
a Capital Contribution of the cash raised in the IPO (less payment of IPO costs) (the “WPP
Merger Contribution”). On or about the Closing Date, the WPP Merger Contribution shall be
distributed to the holder of the Interest held, as of the Effective Date, by the Williams Partner
as a reimbursement of preformation expenditures as described in Section 1.707-4(d) of the Treasury
Regulations.



10. DISSOLUTION AND TERMINATION.




     10.1 Unilateral Acts Prohibited. No Partner shall have the right to, and each Partner
agrees not to (a) bring any action for partition with respect to any property of the Partnership,
or (b) to the fullest extent permitted by law, take any action the direct or indirect result of
which is an Event of Withdrawal or otherwise to dissolve, withdraw from, terminate or liquidate the
Partnership, except as expressly permitted by this Agreement. If any Partner shall cause a
dissolution and liquidation (for state law purposes) or a termination (under the Code) of the
Partnership in breach of this Agreement (including by reason of an Event of Withdrawal or by
decree of court based upon the misconduct of, or other breach of this Agreement by, such Partner)
then, at the option of the non-defaulting Partner, either (i) the Partnership or the other Partner
or its designee shall have an option to purchase the Interest of such defaulting Partner for a
purchase price equal to 75% of the balance in such defaulting Partner’s Capital Account, in
accordance with the procedures set forth in Section 10.4, or (ii) such defaulting Partner shall
indemnify the other Partner in accordance with Section 14.2 below for any liability, loss, damage
or expense, including without limitation adverse tax consequences, incurred by the non-defaulting
Partner (or its partners) as a result of such breach.



25









 





     10.2 Events of Dissolution. The Partnership shall dissolve upon the occurrence of the
earliest of the following events (each, an “Event of Dissolution”):



          (a) the sale of all or substantially all of the assets of the Partnership;




          (b) the Unanimous Vote of the Management Committee to dissolve the Partnership;




          (c) the dissolution of the Partnership pursuant to Section 15-801(4), (5) or (6) of the Act;
or




          (d) the occurrence of an Event of Withdrawal, and the election by the remaining Partners not
to continue the business of the Partnership.



Notwithstanding anything to the contrary contained in this Agreement, a non-withdrawing Partner
(upon or immediately prior to the effectiveness of an Event of Dissolution other than any Event of
Dissolution set forth in Section 10.2(c)) may, in its discretion, instead of winding up the
business of the Partnership, take such actions as it deems necessary or advisable (including the
admission of one or more additional Partners in accordance with Section 15-802 of the Act, in order
to avoid a termination of the Partnership.




     10.3 Winding Up, Liquidation and Distribution of Assets.



          (a) Liquidating Partner. Upon the occurrence of any Event of Dissolution described in
Section 10.2, the Management Committee or its designee shall act as the “Liquidating
Partner” and shall immediately proceed to wind up the affairs of the Partnership and liquidate
it in the manner prescribed by this Section.




          (b) Winding Up and Liquidation. Except as otherwise provided herein, if the
Partnership is dissolved and its affairs are to be wound-up, the Liquidating Partner shall:




               (i) sell or otherwise liquidate all of the Partnership’s capital assets as promptly as
practicable (except to the extent the Liquidating Partner may determine to distribute any assets to
the Partners in kind);



               (ii) allocate any Profit or Loss resulting from such sales to the Partners in accordance with
this Agreement;



               (iii) discharge liabilities of the Partnership in the order of priority provided by law
(including all costs relating to the dissolution, winding up, liquidation and distribution of
assets);



               (iv) establish, in accordance with Section 1.704-1(b)(2)(ii)(b) of the Treasury Regulations,
such reserves as may be reasonably necessary to provide for contingent liabilities or other
remaining liabilities of the Partnership; and



               (v) distribute the remaining assets, subject to the provisions of Section 10.3(d) below, to
the Partners in accordance with and to the extent of the positive balance of each Partner’s Capital
Account as determined after the adjustments provided for in Section 10.3(c) below. Any such
distributions to the Partners in respect of their Capital



26









 







Accounts shall be made in accordance with
the time requirements set forth in Section 1.704-1(b)(2)(ii)(b)(2) of the Treasury Regulations.



          (c) In-Kind Distributions. If any assets of the Partnership are to be distributed in
kind, the fair market value of such assets as of the date of dissolution shall be determined by the
Management Committee, and the Partners’ Capital Accounts shall be adjusted in the same manner and
proportions as if the assets had been sold for such fair market value and the net proceeds of the
sale had been distributed to the Partners in accordance with Article 4.




          (d) Deficit Capital Accounts. Notwithstanding anything to the contrary in this
Agreement, upon a liquidation within the meaning of Section 1.704-1(b)(2)(ii)(g) of the
Treasury Regulations, if any Partner has a deficit Capital Account (after giving effect to all
contributions, distributions, allocations and other Capital Account adjustments for all taxable
years, including the year during which such liquidation occurs), such Partner shall be obligated to
make a contribution to the capital of the Partnership to restore the negative balance of such
Partner’s Capital Account within the time set forth in Section 1.704-1(b)(2)(ii)(b)(3) of the
Treasury Regulations.




          (e) Complete Return of Capital. The distribution of cash or property to the Partners
in accordance with the provisions of this Section 10.3 shall constitute a complete return to the
Partners of their Capital Contributions and a complete distribution to the Partners of their
respective Interests in the Partnership.




          (f) Date of Termination. Upon completion of the winding up, liquidation and
distribution of the assets, the Liquidating Partner shall file or cause to be filed a Certificate
of Cancellation of the Partnership’s Statement of Partnership Existence, and the Partnership shall
be deemed terminated.




     10.4 Purchase Procedures.



          (a) Whenever the Partnership or a Partner has an option pursuant to Section 10.1 to purchase
the Interest of a Partner that withdraws from the Partnership in breach of this Agreement, such
option shall be exercisable in the following manner. For a period of 45 days after the Partnership
receives notice of the withdrawal, the Partnership shall have the option to purchase all or any
portion of the Interest. The Partnership may exercise this option at the discretion of the
non-withdrawing Partner by written notice to the withdrawn Partner within such 45-day period. If
the Partnership does not exercise its right to purchase the entire Interest, then the
non-withdrawing Partner shall have the option to purchase all, but not less than all, of the
Interest not purchased by the Partnership. The non-withdrawing Partner may exercise this option by
written notice to the Partnership and the withdrawn Partner within 45 days after the expiration of
the Partnership’s option period. No sale of a withdrawn Partner’s Interest shall be required
hereunder unless the Partnership or the non-withdrawing Partner collectively elect within their
respective option periods to purchase the entire Interest.




          (b) The closing of any purchase and sale of an Interest pursuant to this Section 10.4 shall
take place within 90 days after the date the Partnership or the non-withdrawing Partner, as the
case may be, elect to exercise their option to purchase the entire Interest of the withdrawing
Partner. Upon any election to purchase a withdrawing Partner’s




27









 







Interest hereunder, the total
purchase price of the Interest shall be payable at closing in cash or immediately available funds.
The purchased Interest shall be sold by the withdrawing Partner and acquired by the purchasers free
and clear of any and all Liens, claims, encumbrances or other rights of third parties.




11. OPERATION OF THE PARTNERSHIP.




     The Partnership has entered into, or concurrently with the execution of this Agreement will
enter into the Master Services Agreement governing the operation of the Partnership.



12. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PARTNERS.




     As of October 1, 2007 and until the dissolution of this Partnership, each Partner hereby
represents and warrants to the other Partners as follows:



          (a) Organization and Qualification. It is a partnership, limited liability company or
corporation, as applicable, duly organized, validly existing, and in good standing under the laws
of the state of its formation or incorporation, and it has all requisite power and authority to own
its Interest and conduct its activities as such activities are currently conducted. It is duly
qualified to do business as a foreign partnership, limited liability company or corporation, as
applicable, and is in good standing in all jurisdictions in which the ownership of its Interest or
the nature of its activities makes such qualification necessary.




          (b) Authority. It has all requisite partnership, limited liability company or
corporate, as applicable, power and authority to execute, deliver, and perform this Agreement, the
Transaction Documents to which it is a party and any other agreement with the Partnership to which
it is or may hereafter become a party or be bound (an “Additional Agreement”), and to
consummate the transactions contemplated hereby and thereby. The execution, delivery, and
performance of this Agreement, the Transaction Documents to which it is a party and the Additional
Agreements, and the consummation of the transactions contemplated hereby and thereby on its part
have been duly and validly authorized by all necessary partnership, limited liability company or
corporate action. This Agreement, the Transaction Documents to which it is a party and the
Additional Agreements have been duly and validly executed and delivered by it, and are its valid
and binding obligation, enforceable against it in accordance with their terms, except as may be
limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally
or the availability of equitable remedies.




          (c) No Conflict. The execution, delivery and performance by the Partner of this
Agreement, the Transaction Documents to which it is a party and the Additional Agreements do not
and will not conflict with, result in a breach of or constitute a default under any contract
(including, without limitation, any loan or lender agreement) to which the Partner or its
Affiliates is a party or by which the Party, its Affiliates or assets are bound.




13. NOTICES. 




     All notices, elections, demands or other communications required or permitted to be made or
given pursuant to this Agreement shall be in writing and shall be deemed given or made if delivered
by messenger or overnight courier, or mailed, certified first class mail, postage prepaid, return
receipt requested, and addressed or sent to the Partners at their respective addresses as set forth
on Exhibit 13. Such notice shall be effective, (i) if delivered



28









 







by messenger or by
overnight courier, upon actual receipt, or (ii) if mailed, upon the earlier of 3 days after deposit
in the mail and the date of delivery as shown by the return receipt therefor. Any Partner may
change its address by giving notice in writing to the Partnership and the other Partner of its new
address. Any notice to a Partner shall also be sent to its Representative.



14. INDEMNIFICATION.




     14.1 Indemnification by the Partnership. The Partnership shall indemnify and hold
harmless each Partner, the Representatives and alternate Representatives of each Partner, and the
officers and other agents of the Partnership (each individually, a “Partnership
Indemnitee”)
from and against any and all losses, claims, demands, costs, damages, liabilities, expenses of
any nature (including reasonable attorneys’ fees and disbursements), judgments, fines, settlements,
and other amounts (collectively, “Indemnified Losses”) actually and reasonably incurred by
such Partnership Indemnitee and arising from any threatened, pending or completed claims, demands,
actions, suits or proceedings, whether civil, criminal, administrative or investigative or other,
including any appeals, to which a Partnership Indemnitee was or is a party or is threatened to be
made a party, arising out of or incidental to the business of the Partnership or such Partnership
Indemnitee’s status as a Partner, Representative or alternate Representative of a Partner or an
officer or other agent of the Partnership; provided, however, that the Partnership shall not
indemnify and hold harmless any Partnership Indemnitee for any Indemnified Losses which are due to
actual fraud or willful misconduct of such Partnership Indemnitee. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that indemnification is
not available under this Section 14.1. The obligation of the Partnership to indemnify any
Partnership Indemnitee shall be satisfied out of Partnership assets only, and if the assets of the
Partnership are insufficient to satisfy its obligation to indemnify any Partnership Indemnitee,
such Partnership Indemnitee shall not be entitled to contribution from any Partner. The
indemnification provided by this Section 14.1 shall inure solely to the benefit of the Partnership
Indemnitee and his heirs, successors, assigns and administrators and shall not be deemed to create
any rights for the benefit of any other Persons. Notwithstanding anything in this Section 14.1,
except as otherwise provided in the succeeding sentence, the Partnership shall be required to
indemnify a Person in connection with any action, suit or proceeding (or part thereof) commenced by
such Person only if the commencement of such action, suit or proceeding (or part thereof) by such
person was authorized by the Management Committee. If a claim for indemnification (following the
final disposition of such action, suit or proceeding) or advancement of expenses under this Section
14.1 is not paid in full within thirty (30) days after a written claim therefor by any Partnership
Indemnitee has been received by the Company, such Partnership Indemnitee may file proceedings to
recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled
to be paid the expense of prosecuting such claim and, in any such action the Partnership shall have
the burden of proving that such Partnership Indemnitee is not entitled to the requested
indemnification or advancement of expenses under applicable law.



     14.2 Indemnification by the Partners. Each Partner (each, an “Indemnitor”)
shall indemnify and hold harmless the Partnership, the other Partners, and their respective
Representatives and alternate Representatives and the officers and other agents of the Partnership
(each individually, a “Partner Indemnitee”) for any and all Indemnified Losses



29









 







with respect
to which the Indemnitor would not be entitled to indemnification as a Partnership Indemnitee.



     14.3 Right of Partnership Indemnitee to Advances for Expenses. Reasonable expenses
incurred by a Partnership Indemnitee in defending any claim, demand, action, suit or proceeding for
which indemnification is provided pursuant to Section 14.1 shall, from time to time, be advanced by
the Partnership prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the Partnership of an undertaking by or on behalf of such Partnership Indemnitee to
repay such amounts if it is ultimately determined that such Partnership Indemnitee is not entitled
to be indemnified as authorized in Section 14.1.



     14.4 Defense of Action. Promptly after receipt by a Partnership Indemnitee or a
Partner Indemnitee (either, an “Indemnified Party”) of notice of any pending or threatened
claim, demand, action, suit, proceeding or investigation made or instituted by a Person other than
another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a
claim in respect thereof is to be made by such Indemnified Party against a Person providing
indemnification pursuant to Sections 14.1 or 14.2 (“Indemnifying Party”), give notice
thereof to the Indemnifying Party. The Indemnifying Party, at its own expense, may elect to assume
the defense of any such Third Party Action through its own counsel on behalf of the Indemnified
Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The
Indemnified Party may employ separate counsel in any such Third Party Action and participate in the
defense thereof; but the fees and expenses of such counsel shall be at the expense of the
Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there
may be one or more legal defenses available to it which are different from or additional to those
available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right
to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided,
however, that the Indemnifying Party shall not, in connection with any one action or separate but
substantially similar or related actions in the same jurisdiction arising out of the same general
allegations or circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such
fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such
separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable
for any settlement of any such Third Party Action effected without its consent unless the
Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute
diligently such defense and fails after written notice from the Indemnified Party to promptly
remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification
hereunder may defend such Third Party Action and enter into any good faith settlement thereof
without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not,
without the prior written consent of the Indemnified Party, effect any settlement of any such Third
Party Action unless such settlement includes an unconditional release of the Indemnified Party from
all Indemnified Losses that are the subject of such Third Party Action. The Partners shall
cooperate in any defense or settlement of any such Third Party Action and give each other
reasonable access to all information relevant thereto. The Partners will similarly cooperate in
the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party
elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute
Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to
indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof,
and if any fees or expenses for separate counsel to represent the Indemnified



30









 







Party were paid by
the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for
the full amount thereof.



15. MISCELLANEOUS.




     15.1 Amendments. This Agreement may be amended only in writing by the Management
Committee by Unanimous Vote.



     15.2 Binding and Entire Agreement. Subject to the restrictions on Transfers set forth
herein, this Agreement shall inure to the benefit of, and be binding upon, the undersigned Partners
and their respective legal representatives, successors and assigns. This Agreement, the other
documents and agreements expressly contemplated herein and the Exhibits attached
hereto constitute the entire agreement of the Partners with respect to the subject matter
hereof, and supersede all prior agreements or negotiations, whether written or oral.



     15.3 Governing Law. This Agreement shall be interpreted and enforced in accordance
with the internal laws of the State of Delaware without reference to the conflicts of laws
principles thereof.



     15.4 Effect of Inconsistencies with the Act. It is the express intention of the
Partners and the Partnership that this Agreement shall be the sole source of agreement among them,
and, except to the extent that a provision of this Agreement expressly incorporates federal income
tax rules by reference to sections of the Code or Treasury Regulations or is expressly prohibited
or ineffective under the Act, this Agreement shall govern, even when inconsistent with, or
different than, the provisions of the Act or any other law or rule. In the event that the Act is
subsequently amended or interpreted in such a way to make valid any provision of this Agreement
that was formerly invalid, such provision shall be considered to be valid from the effective date
of such interpretation or amendment. The duties and obligations imposed on the Partners as such
shall be those set forth in this Agreement, which is intended to govern the relationship among the
Partnership and the Partners, notwithstanding any provision of the Act or common law to the
contrary.



     15.5 Severability. If any provision of this Agreement, or the application thereof to
any person, shall be invalid or unenforceable to any extent, the remainder of this Agreement, and
the application thereof to other persons or circumstances, shall not be impaired, and shall be
enforced to the fullest extent permitted by law.



     15.6 Waivers. The failure of any Partner or the Partnership to seek redress for
violation of or to insist upon the strict performance of any covenant or condition of this
Agreement shall not prevent a subsequent act, which would have originally constituted a violation,
from having the effect of an original violation.



     15.7 Rights and Remedies Cumulative. The rights and remedies provided by this
Agreement are cumulative and the use of any one right or remedy by any Partner or the Partnership
shall not preclude or waive the right to use any or all other remedies. Said rights and remedies
are given in addition to any other rights the parties may have by law, statute, ordinance, or
otherwise.




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     15.8 Dispute Resolution.



          (a) Scope. Any dispute arising out of or relating to this Agreement shall be resolved
in accordance with the procedures specified in this Section 15.8, which shall be the sole and
exclusive procedures for the resolution of any such disputes.




          (b) Senior Party Negotiation. The Partners shall attempt in good faith to resolve any
dispute arising out of or relating to this Agreement promptly by negotiation between management
representatives who have authority to settle the controversy and who are at least one level above
the individuals with direct responsibility for administration of this Agreement and who have been
unsuccessfully involved with the dispute up to this point. Any Partner may give the other Partner
written notice of any dispute not resolved in the normal course of business (“Notice of
Dispute”). Within 20 days after delivery of the Notice of Dispute, the receiving Partner shall
submit to the other a written response. The notice and the
response shall include (a) a statement of each Partner’s position and a summary of arguments
supporting that position, and (b) the name and title of the officer or executive officer who will
represent that Partner and of any other individual who will accompany such officer or executive
officer. Within 20 days after delivery of the disputing Partner’s Notice of Dispute, the
representatives of both Partner shall meet at a mutually acceptable time and place, and thereafter
as often as they reasonably deem necessary, to attempt to resolve the dispute. All negotiations
pursuant to this Section 15.8(b) are confidential and shall be treated as compromise and settlement
negotiations for purposes of applicable rules of evidence.




          (c) Litigation. If the dispute has not been resolved by non-binding means as provided
in Section 15.8(b) within 20 days of the initial meeting of the Partners’ representatives, either
Partner may initiate litigation; provided, however, that if one Partner has requested the other to
participate in a non-binding procedure and the other has failed to participate, the requesting
Partner may initiate litigation before expiration of the above period.




          (d) Sole Procedures. The procedures specified in this Section 15.8 shall be the sole
and exclusive procedures for the resolution of disputes between the parties arising out of or
relating to this Agreement. Each party is required to continue to perform its obligations under
this Agreement pending final resolution of any dispute arising out of or relating to this
Agreement, unless to do so would be impossible or impracticable under the circumstances.




     15.9 Counterparts. This Agreement may be executed in one instrument, signed by all
parties, or in counterparts, in which case all such counterparts shall constitute one and the same
instrument.



     15.10 Section Headings. The section headings in this Agreement are for convenience of
reference only and shall not be deemed to alter or affect the interpretation of any provision
hereof.



     15.11 Construction. Whenever the singular number is used in this Agreement and when
required by the context, the same shall include the plural and vice versa, and the masculine gender
shall include the feminine and neuter genders and vice versa. An accounting term not otherwise
defined in this Agreement has the meaning assigned to it in accordance with GAAP. The word
“including” means “including without limitation” and “or” means “and/or”, unless (in either case)
the context clearly requires otherwise.



32









 





     15.12 Brokers. Each Partner represents and warrants to the others that there are no
claims for commissions or finder’s or similar fees as of the date hereof in connection with the
transactions covered by this Agreement insofar as such claims shall be based on arrangements or
agreements made by or on such Partner’s behalf, and each Partner hereby agrees to indemnify and
hold harmless the Partnership and the other Partners from and against all liabilities, costs,
damages and expenses from any such claims.



     15.13 Further Assurances. The Partners shall provide to each other such information
with respect to the transactions contemplated hereby as may be reasonably requested and shall
execute and deliver to each other such further documents and take such further action as may be
reasonably requested by any Partner to document, complete or give full effect to the terms and
provisions of this Agreement and the transactions contemplated herein.



     15.14 Waiver of Certain Damages. Each of the Partners (individually, and on behalf of
the Partnership) hereby waives any right to recover any damages, including consequential or, to the
fullest extent permitted by law, punitive damages, in excess of actual damages from any other
Partner or from the Partnership in connection with a default under this Agreement.



     15.15 Certificates of Interest. The Interests of the Partners in the Partnership may
be represented by Certificates (“Certificates”), which certify the Percentage Interest held
by such Partner. Subject to the laws of Delaware and the terms of this Agreement, the Interests in
the Partnership shall be transferable only upon the books of the Partnership by the holders
thereof, upon surrender and cancellation of Certificates for such Interest transferred, with a duly
executed assignment and power of transfer endorsed thereon or attached thereto, and with such proof
of the authenticity of the signature to such assignment and power of transfer as the Partnership or
its agents reasonably may require. All transfers and assignments shall be subject to the
provisions of Article 8 above and to all other provisions of this Agreement. The Partnership may
issue a new or replacement Certificate in place of any Certificate previously issued by it and
satisfactorily alleged to have been lost, stolen or destroyed.



     15.16 No Third-Party Beneficiaries. Except as otherwise expressly provided herein,
the Partners intend and agree that no Person shall be a third party beneficiary of this Agreement.
Any agreement to make any contribution or to otherwise pay any amount and any assumption of
liability, express or implied, contained in this Agreement, shall be only for the benefit of the
Partners and their respective permitted successors and assigns, and such agreements and assumptions
shall not inure to the benefit of the obligees under any Partnership Indebtedness or to any other
Person.




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     EXECUTED effective as of the Effective Date.



	 	 	 	 	 
	WILLIAMS PARTNER:   	WGPC HOLDINGS LLC

 	 
	 	By:  	

/s/ Phillip D. Wright
 	 
	 	 	Phillip D. Wright, Manager

Date: January 24, 2008 	 
	 	 	 	 
	 
	MLP PARTNER:         	WILLIAMS PIPELINE PARTNERS HOLDINGS LLC

 	 
	 	By:  	/s/ Phillip D. Wright
 	 
	 	 	Phillip D. Wright, Manager

Date: January 24, 2008 	 
	 	 	 	 
	 



[SIGNATURE PAGE FOR AMENDED AND RESTATED NORTHWEST PIPELINE GP

PARTNERSHIP AGREEMENT]





 









 








EXHIBIT 3.1




Percentage Interests




as of January 24, 2008




	 	 	 	 	 
	Partner	 	Percentage Interest
	Williams Partner
	 	 	65	%
	MLP Partner
	 	 	35	%






 









 





 EXHIBIT 13




Partner Addresses




WGPC Holdings LLC

One Williams Center, Suite 4700

Tulsa, Oklahoma 74172




Williams Pipeline Partners Holdings LLC

One Williams Center, Suite 4700

Tulsa, Oklahoma 74172