exv10w2



 





Exhibit 10.2




CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT




BY AND AMONG




WILLIAMS ENERGY SERVICES, LLC,




WILLIAMS FIELD SERVICES COMPANY, LLC,




WILLIAMS FIELD SERVICES GROUP, LLC,




WILLIAMS PARTNERS GP LLC,




WILLIAMS PARTNERS L.P.




AND




WILLIAMS PARTNERS OPERATING LLC




DECEMBER 11, 2007





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE I DEFINITIONS; RECORDATION
	 	 	3	 
	1.1 Definitions
	 	 	3	 
	 
	 	 	 	 
	ARTICLE II CONCURRENT TRANSACTIONS
	 	 	5	 
	2.1 Contribution by WFS Company of the Wamsutter Assets to Wamsutter LLC
	 	 	5	 
	2.2 Distribution by WFS Company of the Subject Interest to WFS Group
	 	 	5	 
	2.3 Distribution by WFS Group of the Subject Interest to WES
	 	 	5	 
	2.4 Contribution by WES of the Subject Interest to the General Partner
	 	 	6	 
	2.5 Contribution by the General Partner of the Subject Interest to the Partnership
	 	 	6	 
	2.6 Distribution of the Cash and Equity Consideration
	 	 	6	 
	2.7 Increase in Capital Account of the General Partner
	 	 	6	 
	2.8 Issuance of General Partner Units
	 	 	6	 
	2.9 Contribution by the Partnership of the Subject Interest to the Operating Company
	 	 	6	 
	 
	 	 	 	 
	ARTICLE III INTENTIONALLY OMITTED
	 	 	7	 
	 
	 	 	 	 
	ARTICLE IV FURTHER ASSURANCES
	 	 	7	 
	4.1 Further Assurances
	 	 	7	 
	4.2 Other Assurances
	 	 	7	 
	 
	 	 	 	 
	ARTICLE V MISCELLANEOUS
	 	 	7	 
	5.1 Costs
	 	 	7	 
	5.2 Headings; References; Interpretation
	 	 	7	 
	5.3 Successors and Assigns
	 	 	8	 
	5.4 No Third Party Rights
	 	 	8	 
	5.5 Counterparts
	 	 	8	 
	5.6 Governing Law
	 	 	8	 
	5.7 Assignment of Agreement
	 	 	8	 
	5.8 Amendment or Modification
	 	 	8	 
	5.9 Director and Officer Liability
	 	 	8	 
	5.10 Severability
	 	 	9	 
	5.11 Integration
	 	 	9	 
	5.12 Effect of Amendment
	 	 	9	 







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CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT




     THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”) dated
December 11, 2007, to be effective on December 1, 2007, is made and entered into by and among
Williams Energy Services, LLC, a Delaware limited liability company (“WES”), Williams Field
Services Company, LLC, a Delaware limited liability company (“WFS Company”), Williams Field
Services Group, LLC, a Delaware limited liability company (“WFS Group”), Williams Partners
GP LLC, a Delaware limited liability company (the “General Partner” and, together with WES,
WFS Company and WFS Group, the “Transferor Parties”), Williams Partners L.P., a Delaware
limited partnership (the “Partnership”), and Williams Partners Operating LLC, a Delaware
limited liability company and wholly-owned subsidiary of the Partnership (the “Operating
Company”). The above-named entities are sometimes referred to in this Agreement each as a
“Party” and collectively as the “Parties.” Certain capitalized terms used are
defined in Article I hereof.



RECITALS




     WHEREAS, the Transferor Parties desire to transfer a 100% Class A limited liability company
membership interest and 20 Class C Units (collectively, the “Subject Interest”) in
Wamsutter LLC, a Delaware limited liability company (“Wamsutter LLC”), to the Partnership
pursuant to the terms of the Purchase Agreement (as defined below) and this Agreement, and the
Partnership desires to transfer the Subject Interest to the Operating Company pursuant to this
Agreement and the Operating Company desires to accept all of the Subject Interest in accordance
with the terms of the Purchase Agreement and this Agreement;



     WHEREAS, in order to accomplish the objectives and purposes in the preceding recital, and to
effect the intent of the Parties in connection with the consummation of the transactions
contemplated hereby, the following actions have been taken prior to the date hereof:




	 	1.	 	WFS Company formed Wamsutter LLC pursuant to the Delaware Limited Liability
Company Act (the “Delaware LLC Act”) in exchange for all of its membership
interests (the “Membership Interests”).
	 
	 	2.	 	Wamsutter LLC acquired certain rights-of-way and permits related to the
ownership and operation of the Wamsutter Assets.
	 
	 	3.	 	WES, WFS Group, WFS Company, the General Partner, the Partnership and the
Operating Company entered into that certain Purchase and Sale Agreement (the
“Purchase Agreement”) dated November 30, 2007 pursuant to which the Partnership
will acquire the Subject Interests from the Sellers for aggregate consideration of $750
million (the “Aggregate Consideration”) of which $749 million is for the Class
A limited liability company interest and $1.0 million is for the 20 Class C Units.





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



 









 






	 	1.	 	WFS Company shall contribute the Wamsutter Assets (as defined below) to
Wamsutter LLC in return for 100% of the Class A and 100% of the Class B limited
liability company membership interests and 40 Class C Units of Wamsutter LLC, and the
original Membership Interests shall be cancelled.
	 
	 	2.	 	WFS Company and the Operating Company shall enter into the amended and restated
Wamsutter LLC Agreement.
	 
	 	3.	 	WFS Company shall transfer the Subject Interest to WFS Group.
	 
	 	4.	 	WFS Group shall transfer the Subject Interest to WES.
	 
	 	5.	 	WES shall transfer the Subject Interest to the General Partner as a
contribution to the capital of the General Partner.
	 
	 	6.	 	The public, through the underwriters of the Underwritten Public Offering (as
defined below), shall contribute cash to the Partnership in exchange for 9,250,000
Common Units (the “Public Units”). The cash contribution of the net proceeds
of such Underwritten Public Offering (approximately $335.2 million net of the
underwriters’ discounts and commissions) (the “Equity Proceeds”) shall be
deposited into a bank account maintained solely by the Partnership (the
“Partnership Bank Account”).
	 
	 	7.	 	The Partnership shall borrow $250 million pursuant to the New Credit Facility
(the “Debt Proceeds”), which shall be deposited into the Partnership Bank
Account.
	 
	 	8.	 	The General Partner shall transfer the Subject Interest to the Partnership as a
contribution to the capital of the Partnership.
	 
	 	9.	 	As consideration for the transfer of the Subject Interest by the General
Partner to the Partnership, the Partnership shall (i) distribute $333.3 million
(approximately $346.3 million net of the General Partner’s capital contribution related
to the Underwritten Public Offering and the Private Equity Placement) in cash to the
General Partner (the “Cash Consideration”), (ii) issue 4,163,527 Common Units
(the “Equity Consideration”) to the General Partner (the “Private Equity
Placement”) and (iii) increase the capital account of the General Partner by an
amount equal to 2/98ths of the product of the gross underwritten price per unit times
the aggregate number of Common Units issued in the Underwritten Public Offering and
pursuant to the Private Equity Placement (the “Additional GP Interest”) and
issue a proportionate number of General Partner Units to the General Partner. The Cash
Consideration shall be paid to the General Partner from the Equity Proceeds and the
Debt Proceeds in the Partnership Bank Account.
	 
	 	10.	 	Except as provided in the Purchase Agreement, the Partnership shall pay its
transaction expenses associated with the transactions contemplated by this Agreement
(exclusive of the underwriters’ discounts and commissions), and the





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	 	 	 	Transferor Parties shall pay their transaction expenses associated with the
transactions contemplated by this Agreement.
	 
	 	11.	 	The General Partnership shall distribute the Cash Consideration to the General
Partner.
	 
	 	12.	 	The Partnership shall contribute the Subject Interest to the Operating Company
as a contribution to the capital of the Operating Company.
	 
	 	13.	 	If the underwriters’ over-allotment option (the “Shoe”) for up to
1,387,500 Common Units is exercised in the Underwritten Public Offering, the General
Partner shall contribute an amount equal to 2/98ths of the gross Shoe proceeds to the
Partnership as a contribution to the capital of the Partnership.





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



ARTICLE I

DEFINITIONS; RECORDATION




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



     “Additional GP Interest” has the meaning assigned to such term in the recitals.



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



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



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



     “Assignment Agreement” means the Assignment, Conveyance and Bill of Sale, dated
effective December 1, 2007, between WFS Company and Wamsutter LLC.



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



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



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



     “Delaware LLC Act” has the meaning assigned to such term in the recitals.



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



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



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



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



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



     “LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of
Wamsutter LLC, dated December 1, 2007.



     “New Credit Facility” means the $450 million Credit Agreement between the Partnership,
Citibank, N.A., as administrative agent, Citigroup Global Markets Inc. and Scotia Capital, as Joint
Lead Arrangers and Joint Book Managers, The Bank of Nova Scotia, as Syndication Agent and the
Lenders listed in Schedule 2.01 attached thereto (the “Lenders”), dated December 11, 2007,
comprised of a $200 million revolving credit facility and a $250 million term loan.



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



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



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



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



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



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



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



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



     “Registration Statement” means the registration statement on Form S-3 (File No.
333-137562) filed by the Partnership relating to the Underwritten Public Offering.



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



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



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     “Underwritten Public Offering” means the public offering of 9,250,000 Common Units by
the Partnership to the public pursuant to an underwriting agreement, dated December 5, 2007, among
the Partnership, the General Partner, the Operating Company and the underwriters named therein.



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



     “Wamsutter Assets” has the meaning assigned to such term in the Assignment Agreement.



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



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



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



ARTICLE II

CONCURRENT TRANSACTIONS




     2.1 Contribution by WFS Company of the Wamsutter Assets to Wamsutter LLC. WFS Company hereby
grants, contributes, transfers, assigns and conveys to Wamsutter LLC, its successors and assigns,
for its and their own use forever, the Wamsutter Assets in return for 100% of the Class A and 100%
of the Class B limited liability company membership interests and 40 Class C Units of Wamsutter
LLC, and Wamsutter LLC hereby accepts the contribution of the Wamsutter Assets from WFS Company.



     TO HAVE AND TO HOLD the Wamsutter Assets unto Wamsutter LLC, its successors and assigns,
together with all and singular the rights and appurtenances thereto in anywise belonging.



     2.2 Distribution by WFS Company of the Subject Interest to WFS Group. WFS Company hereby
grants, distributes, transfers, assigns and conveys to WFS Group, its successors and assigns, for
its and their own use forever, the Subject Interest and WFS Group hereby accepts the distribution
of the Subject Interest from WFS Company.



     TO HAVE AND TO HOLD the Subject Interest unto WFS Group, its successors and assigns, together
with all and singular the rights and appurtenances thereto in anywise belonging, subject, however,
to the terms and conditions stated in this Agreement, forever.



     2.3 Distribution by WFS Group of the Subject Interest to WES. WFS Group hereby grants,
distributes, transfers, assigns and conveys to WES, its successors and assigns, for its and their
own use forever, the Subject Interest and WES hereby accepts the distribution of the Subject
Interest from WFS Group.



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



     2.4 Contribution by WES of the Subject Interest to the General Partner. WES hereby grants,
contributes, transfers, assigns and conveys to the General Partner, its successors and assigns, for
its and their own use forever, the Subject Interest and the General Partner hereby accepts the
Subject Interest from WES, as a contribution by WES to the capital of the General Partner.



     TO HAVE AND TO HOLD the Subject Interest unto the General Partner, its successors and assigns,
together with all and singular the rights and appurtenances thereto in anywise belonging, subject,
however, to the terms and conditions stated in this Agreement, forever.



     2.5 Contribution by the General Partner of the Subject Interest to the Partnership. The
General Partner hereby grants, contributes, transfers, assigns and conveys to the Partnership, its
successors and assigns, for its and their own use forever, the Subject Interest, and the
Partnership hereby accepts the Subject Interest from the General Partner, as a contribution by the
General Partner to the capital of the Partnership.



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



     2.6 Distribution of the Cash and Equity Consideration. The Parties acknowledge that the
Partnership has distributed to the General Partner the Cash Consideration and the Equity
Consideration. The Cash Consideration has been paid from the Equity Proceeds and the Debt
Proceeds. The Cash Consideration is net of the amount of the Additional GP Interest that the
General Partner would otherwise have contributed to the Partnership in order to maintain its
percentage interest in the Partnership in connection with the issuance of additional Common Units
in the Underwritten Public Offering and the Private Equity Placement. The General Partner hereby
acknowledges receipt of the Cash Consideration and the Equity Consideration.



     2.7 Increase in Capital Account of the General Partner. The Parties acknowledge that the
capital account of the General Partner has been increased by an amount equal to the amount of the
Additional GP Interest.



     2.8 Issuance of General Partner Units. The Parties acknowledge that the Partnership has
issued 273,745 General Partner Units (which number of units is equal to 2/98ths of the number of
Common Units issued in the Underwritten Public Offering and the Private Equity Placement) to the
General Partner. The General Partner acknowledges the receipt of such General Partner Units.



     2.9 Contribution by the Partnership of the Subject Interest to the Operating Company. The
Partnership hereby grants, contributes, transfers, assigns and conveys to the Operating Company,
its successors and assigns, for its and their own use forever, the Subject



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Interest, and the Operating Company hereby accepts the Subject Interest from the Partnership
as a contribution by the Partnership to the capital of the Operating Company.



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



ARTICLE III

INTENTIONALLY OMITTED




ARTICLE IV

FURTHER ASSURANCES




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



     4.2 Other Assurances. From time to time after the date hereof, and without any further
consideration, each of the Parties shall execute, acknowledge and deliver all such additional
instruments, notices and other documents, and will do all such other acts and things, all in
accordance with applicable law, as may be necessary or appropriate to more fully and effectively
carry out the purposes and intent of this Agreement. It is the express intent of the Parties that
the Operating Company or its subsidiaries own the Subject Interest that is identified in this
Agreement and in the Registration Statement.



ARTICLE V

MISCELLANEOUS




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



     5.2 Headings; References; Interpretation. All Article and Section headings in this Agreement
are for convenience only and shall not be deemed to control or affect the meaning or construction
of any of the provisions hereof. The words “hereof,” “herein” and “hereunder” and words of similar
import, when used in this Agreement, shall refer to this Agreement as a whole and not to any
particular provision of this Agreement. All references herein to Articles and Sections shall,
unless the context requires a different construction, be deemed to be references to the Articles
and Sections of this Agreement, respectively. All personal pronouns used in this



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Agreement, whether used in the masculine, feminine or neuter gender, shall include all other
genders, and the singular shall include the plural and vice versa. The use herein of the word
“including” following any general statement, term or matter shall not be construed to limit such
statement, term or matter to the specific items or matters set forth immediately following such
word or to similar items or matters, whether or not non-limiting language (such as “without
limitation,” “but not limited to,” or words of similar import) is used with reference thereto, but
rather shall be deemed to refer to all other items or matters that could reasonably fall within the
broadest possible scope of such general statement, term or matter.



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



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



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



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



     5.7 Assignment of Agreement. Neither this Agreement nor any of the rights, interests, or
obligations hereunder may be assigned by any Party without the prior written consent of each of the
Parties. Except as provided herein, nothing in this Agreement is intended to or shall confer upon
any person other than the Parties, and their respective successors and permitted assigns, any
rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.
Notwithstanding anything in this Agreement to the contrary, the General Partner shall have the
right, by written notice to the Parties hereto, to assign its rights to receive the Cash
Consideration and the General Partner Units hereunder to any of its Affiliates.



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



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



-8-









 





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



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



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



[The Remainder of this Page is Intentionally Blank]




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



	 	 	 	 	 
	 	WILLIAMS ENERGY SERVICES, LLC

 	 
	 	By:  	/s/ Alan S. Armstrong	 
	 	 	Alan S. Armstrong 	 
	 	 	Senior Vice President 	 
	 
	 	WILLIAMS FIELD SERVICES COMPANY, LLC

 	 
	 	By:  	/s/ Alan S. Armstrong	 
	 	 	Alan S. Armstrong 	 
	 	 	Chairman and Senior Vice President 	 
	 
	 	WILLIAMS FIELD SERVICES GROUP, LLC

 	 
	 	By:  	/s/ Alan S. Armstrong	 
	 	 	Alan S. Armstrong 	 
	 	 	Chairman and Senior Vice President 	 
	 
	 	WILLIAMS PARTNERS GP LLC

 	 
	 	By:  	/s/ Donald R. Chappel	 
	 	 	Donald R. Chappel 	 
	 	 	Chief Financial Officer 	 
	 
	 	WILLIAMS PARTNERS L.P.

 	 
	 	By:  	WILLIAMS PARTNERS GP LLC, its General Partner
 	 
	 	 	 	 
	 	By:  	/s/ Donald R. Chappel	 
	 	 	Donald R. Chappel 	 
	 	 	Chief Financial Officer 	 
	 



Signature Page to Contribution, Conveyance and Assumption Agreement





 









 





	 	 	 	 	 
	 	WILLIAMS PARTNERS OPERATING LLC

 	 
	 	By:  	WILLIAMS PARTNERS L.P., its managing member
 	 
	 	 	 	 
	 	By:  	  WILLIAMS PARTNERS GP LLC, its General Partner
 	 
	 	 	 	 
	 	By:  	/s/  Donald R. Chappel 	 
	 	 	Donald R. Chappel 	 
	 	 	Chief Financial Officer 	 
	 



Signature Page to Contribution, Conveyance and Assumption Agreement