exv10w4



 





Exhibit 10.4




COMMON UNIT REDEMPTION AGREEMENT




     This COMMON UNIT REDEMPTION AGREEMENT (this “Agreement”), is made and entered into as of
December 11, 2007, by and between Williams Partners L.P., a Delaware limited partnership (the
“Partnership”) and Williams Partners GP LLC, a Delaware limited liability company (the “Holder”).



     WHEREAS, as of the date hereof, the Holder owns 4,163,527 common units representing limited
partner interests in the Partnership (the “Common Units”), including Common Units issued to the
Holder by the Partnership pursuant to the Purchase and Sale Agreement, dated November 30, 2007,
among the Partnership, the Holder and the other parties named therein;



     WHEREAS, the Partnership entered into an underwriting agreement, dated December 5, 2007 (the
“Underwriting Agreement”), with Lehman Brothers Inc., Citigroup Global Markets Inc., and Merrill
Lynch & Co., as representatives of the underwriters listed on schedule 1 thereto (collectively, the
“Underwriters”) pursuant to which the Partnership is publicly offering (the “Public Offering”) for
cash (i) 9,250,000 Common Units and (ii) in the event the Underwriters exercise their
over-allotment option pursuant to the Underwriting Agreement (the “Over-Allotment Option”), up to
an additional 1,387,500 Common Units (the “Option Units”), in each case, pursuant to the
Partnership’s registration statement on Form S-3 (File No. 333-137562) (as amended to the date
hereof, the “Registration Statement”) and a prospectus supplement, dated the date hereof (together
with the base prospectus included in the Registration Statement, the “Prospectus”), filed under
Rule 424(b) under the Securities Act (as defined herein); and



     WHEREAS, upon any exercise by the Underwriters of the Over-Allotment Option, in whole or in
part, the Holder desires to transfer to the Partnership, and the Partnership desires to redeem from
the Holder, that number of Common Units (the “Redemption Units”) equal to the number of Option
Units to be sold by the Partnership to the Underwriters upon such exercise, up to an aggregate of
1,387,500 Common Units, upon the terms and conditions hereinafter set forth.



     NOW THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth
herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:



     1. Redemption of Units. Upon the Option Closing Date (as defined below), and subject
to the terms and conditions and in reliance on the representations and warranties herein set forth,
the Holder agrees to transfer to the Partnership, and the Partnership agrees to redeem from the
Holder, up to an aggregate of 1,387,500 Common Units, at a price per unit of $36.24 (the “Per Unit
Redemption Price”), which price is equal to the net proceeds per unit received by the Partnership
in the Public Offering, after underwriting discounts and commissions, but before expenses, a number
of Common Units (the “Redemption Units”) equal to the number of Option Units purchased from the
Partnership by the Underwriters (the “Redemption”).



 









 





          1.1 The closing (the “Closing”) of the Redemption shall take place at such place and such time
so as to coincide with the closing of the Underwriters’ purchase of the Option Units (the “Option
Closing Date”) from the Partnership in the Public Offering.




          1.2 At the Closing, the Holder shall assign and transfer to the Partnership all its right,
title and interest in and to the Redemption Units, free and clear of all liens or other limitations
or restrictions and deliver to the Partnership the certificate or certificates representing such
Redemption Units, duly endorsed in blank or accompanied by separate stock powers so endorsed. The
Holder shall execute the certificate of transfer on the back of the certificate or certificates
representing the Redemption Units.




          1.3 At the Closing, the Partnership shall pay an amount equal to (i) the Per Unit Redemption
Price multiplied by (ii) the number of Redemption Units (the “Aggregate Redemption Price”) by wire
transfer of immediately available funds to an account of the Holder furnished to the Partnership.




          1.4 The Partnership hereby acknowledges and agrees that, by executing and delivering this
Agreement and consummating the transactions contemplated hereby, the Holder is not waiving, in
whole or in part, any registration rights it has pursuant to Section 7.12 of the Amended and
Restated Agreement of Limited Partnership of the Partnership dated as of August 23, 2005, as
amended (the “Partnership Agreement”), with respect to any Common Units held by the Holder that are
not redeemed subject to this Agreement, including but not limited to the Holder’s right, as
exercised by a registration request, to cause the Partnership to effect the registration under the
Securities Act of all Common Units owned by the Holder pursuant to the terms and conditions of the
Partnership Agreement.




          1.5 If the Underwriters do not exercise the Over-Allotment Option, then no Redemption will
occur pursuant to this Agreement.




     2. Representations and Warranties of Holder. The Holder hereby represents and warrants
to, and agrees with the Partnership, as applicable, that:



          2.1 Existence and Power. The Holder is a limited liability company duly organized, validly
existing and in good standing under the laws of the State of Delaware and has all requisite limited
liability company power and authority to execute and deliver this Agreement, consummate the
transactions and perform each of its obligations contemplated hereby.




          2.2 Authority; Approvals. (a) The execution and delivery of this Agreement by the Holder, the
consummation by the Holder of each of the transactions and the performance by the Holder of its
obligations contemplated hereby have been duly and properly authorized by all necessary limited
liability company action on the part of the Holder. This Agreement has been duly executed and
delivered by the Holder, and, assuming the accuracy of the representations and warranties of the
Partnership in Section 3 hereof, constitutes the valid and legally binding obligation of the
Holder, enforceable against the Holder in accordance with its terms, subject, (i) as to
enforceability, to bankruptcy, insolvency, reorganization, moratorium and other similar laws of
general applicability relating to or affecting creditors’ rights and to




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general principles of equity (regardless of whether such enforceability is considered in a
proceeding in equity or at law) and (ii) to equitable principles of general applicability relating
to the availability of specific performance, injunctive relief, or other equitable remedies.




               (b) The execution and delivery of this Agreement by the Holder and the consummation of each of
the transactions and the performance of each of the obligations contemplated hereby (i) do not
conflict with, violate or breach (whether with or without notice or a lapse of time or both),
require the consent of any Person to or otherwise result in a material detriment to the Holder
under, (A) its organizational documents or (B) any agreement to which it is a party or by which its
assets or property is bound or any law or order applicable to it, in the case of clause (B), which
conflicts, violations, breaches or material detriments could reasonably be expected to prevent the
consummation of any of the transactions contemplated hereby or have a material adverse effect on
the business, properties or condition (financial or otherwise) of the Holder; and (ii) do not
impose any penalty or other onerous condition on the Holder that could reasonably be expected to
prevent the consummation of any of the transactions contemplated hereby. As used in this Agreement,
the term “Person” means a natural person, corporation, limited liability company, venture,
partnership, trust, unincorporated organization, association or other entity.



               (c) No approval from any Governmental Entity is required with respect to the Holder in
connection with the execution and delivery by the Holder of this Agreement, the performance by the
Holder of its obligations hereunder or the consummation by the Holder of the transactions
contemplated hereby, except for any such approval the failure of which to be made or obtained (i)
has not impaired and could not reasonably be expected to impair the ability of the Holder to
perform its obligations under this Agreement in any material respect, and (ii) could not reasonably
be expected to delay, in any material respect, or prevent the consummation of any of the
transactions contemplated by this Agreement. As used in this Agreement, the term “Governmental
Entity” means any agency, bureau, commission, authority, department, official, political
subdivision, tribunal or other instrumentality of any government, whether (i) regulatory,
administrative or otherwise; (ii) federal, state or local; or (iii) domestic or foreign.



          2.3 Ownership of Redemption Units. The Holder is the record and beneficial owner of the
Redemption Units, free and clear of any lien and any other limitation or restriction with full
right and authority to deliver the same hereunder, and will transfer and deliver to the Partnership
on the Option Closing Date valid title to the Redemption Units, free and clear of any lien and any
such other limitation or restriction.




          2.4 Independent Investigation. The Holder (a) has the requisite knowledge, sophistication and
experience in order to fairly evaluate a disposition of the Redemption Units, including the risks
associated therewith, and (b) has adequate information and has made its own independent
investigation and evaluation to the extent it deems necessary or appropriate concerning the
properties, business and financial condition of the Partnership to make an informed decision
regarding the transfer of the Redemption Units pursuant to this Agreement.




     3. Representations and Warranties of the Partnership. The Partnership hereby
represents and warrants to, and agrees with the Holder, that:



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          3.1 Existence and Power. The Partnership is a limited partnership duly organized, validly
existing and in good standing under the laws of the State of Delaware and has all requisite limited
partnership power and authority to execute and deliver this Agreement, consummate the transactions
and perform each of its obligations contemplated hereby.




          3.2 Authority; Approvals. (a) The execution and delivery of this Agreement by the
Partnership, the consummation by the Partnership of each of the transactions and the performance by
the Partnership of each of its obligations contemplated hereby have been duly and properly
authorized by all necessary partnership action on the part of the Partnership. This Agreement has
been duly executed and delivered by the Partnership and, assuming the accuracy of the
representations and warranties of the Holder in Section 2 hereof, constitutes the valid and legally
binding obligation of the Partnership, enforceable against it in accordance with its terms,
subject, (i) as to enforceability, to bankruptcy, insolvency, reorganization, moratorium and other
similar laws of general applicability relating to or affecting creditors’ rights and to general
principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law) and (ii) to equitable principles of general applicability relating to the
availability of specific performance, injunctive relief, or other equitable remedies.




               (b) The execution and delivery of this Agreement by the Partnership and the consummation of
each of the transactions and the performance of each of the obligations contemplated hereby (i) do
not conflict with, violate or breach (whether with or without notice or a lapse of time or both),
require the consent of any Person to or otherwise result in a material detriment to the Partnership
under, (A) its organizational documents or (B) any agreement to which it is a party or by which its
assets or property is bound or any law or order applicable to it, in the case of clause (B), which
conflicts, violations, breaches or material detriments could reasonably be expected to prevent the
consummation of any of the transactions contemplated hereby or have a material adverse effect on
the business, properties or condition (financial or otherwise) of the Partnership; and (ii) do not
impose any penalty or other onerous condition on the Partnership that could reasonably be expected
to prevent the consummation of any of the transactions contemplated hereby.



               (c) No approval from any Governmental Entity is required with respect to the Partnership in
connection with the execution and delivery by the Partnership of this Agreement, the performance by
the Partnership of its obligations hereunder or the consummation by the Partnership of the
transactions contemplated hereby, except (i) as have been obtained under the Securities Act of
1933, as amended, and the rules and regulations of the Securities and Exchange Commission (the
“Commission”) thereunder (collectively, the “Securities Act”), and as may be required under state
securities or blue sky laws in connection with the Public Offering and (ii) for any such approval
the failure of which to be made or obtained (A) has not impaired and could not reasonably be
expected to impair the ability of the Partnership to perform its obligations under this Agreement
in any material respect and (B) could not reasonably be expected to delay, in any material respect,
or prevent the consummation of any of the transactions contemplated by this Agreement.



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     4. Conditions to Closing.



          4.1 Conditions to Obligations of the Partnership. The obligation of the Partnership to redeem
the Redemption Units on the Option Closing Date is subject to the satisfaction of the following
conditions:




               (a) The closing of the sale of Option Units, as contemplated in Section 4 of the Underwriting
Agreement, shall have occurred;



               (b) The Holder shall have performed in all material respects all of its obligations hereunder
required to be performed by it on or prior to the Option Closing Date;



               (c) No action, claim, suit, hearing, complaint, demand, injunction, litigation, judgment,
arbitration, order, decree, ruling or governmental investigation or proceeding is then pending or
threatened by any court or Governmental Entity, and no such court or Governmental Entity shall have
issued any injunction, judgment or order, which shall remain in effect, that would prevent
consummation of the Redemption; provided, however, that the parties hereto shall use commercially
reasonable efforts to have any such injunction, judgment or order vacated or reversed;



               (d) The representations and warranties of the Holder contained in this Agreement and in any
certificate or other writing delivered by the Holder pursuant hereto shall be true in all material
respects (except for such representations and warranties as shall be qualified by a materiality
standard, which shall be true and correct in all respects) at and as of the Option Closing Date, as
if made at and as of such date; and



               (e) The Partnership shall have received a certificate signed by a duly authorized officer of
the Holder to the effect set forth in clauses (b) and (d) above.



          4.2 Conditions of Obligations of the Holder. The obligation of the Holder to consummate the
transactions contemplated on the Option Closing Date is subject to the satisfaction of the
following conditions:




               (a) The closing of the sale of Option Units, as contemplated in Section 4 of the Underwriting
Agreement, shall have occurred;



               (b) The Partnership shall have performed in all material respects all of its obligations under
this Agreement required to be performed by it on or prior to the Option Closing Date;



               (c) No action, claim, suit, hearing, complaint, demand, injunction, litigation, judgment,
arbitration, order, decree, ruling or governmental investigation or proceeding is then pending or
threatened by any court or Governmental Entity, and no such court or Governmental Entity shall have
issued any injunction, judgment or order, which shall remain in effect, that would prevent
consummation of the Redemption; provided, however, that the parties hereto shall use commercially
reasonable efforts to have any such injunction, judgment or order vacated or reversed;



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               (d) The representations and warranties of the Partnership contained in this Agreement and in
any certificate or other writing delivered by the Partnership pursuant hereto shall be true in all
material respects (except for such representations and warranties as shall be qualified by a
materiality standard, which shall be true and correct in all respects) at and as of the Option
Closing Date, as if made at and as of such date; and



               (e) The Holder shall have received a certificate signed by a duly authorized officer of the
Williams Partners GP LLC, on behalf of the Partnership, to the effects set forth in clauses (b) and
(d) above.



     5. Indemnification.



          5.1 Indemnification by the Partnership. The Partnership will indemnify and hold harmless the
Holder, its officers, directors and each person who controls the Holder within the meaning of
Section 15 of the Securities Act and Section 20 of the Securities Exchange Act of 1934, as amended,
and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”)
against all losses, claims, damages and liabilities (including, without limitation, the legal fees
and other expenses incurred in connection with any suit, action, proceeding or any claim asserted)
arising out or based on:




               (a) any inaccuracy or breach as of the date of this Agreement or as of the Option Closing
Date, as applicable, of any representation or warranty made by the Partnership in Section 3 of this
Agreement or in any certificate delivered by the Partnership pursuant to this Agreement; and



               (b) the breach or default in the performance by the Partnership of any covenant, agreement or
obligation to be performed by the Partnership pursuant to this Agreement.



          5.2 Indemnification by the Holder. The Holder will indemnify the Partnership, its officers,
directors and each person who controls the Partnership within, the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act, against all losses, claims, damages and
liabilities (including, without limitation, the legal fees and expenses incurred in connection with
any suit, action, proceeding or any claim asserted) arising out of or based on:




               (a) any inaccuracy or breach as of the date of this Agreement or as of the Option Closing
Date, as applicable, of any representation or warranty made by the Holder in Section 2 of this
Agreement or in any certificate delivered by the Holder pursuant to this Agreement; and



               (b) the breach or default in the performance by the Holder of any covenant, agreement or
obligation to be performed by the Holder pursuant to this Agreement.



          The liability of the Holder pursuant to this Section 5.2 shall be limited to the aggregate
Redemption Price.




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          5.3 Indemnification Procedures. If any suit, action, proceeding (including any governmental
or regulatory investigation), claim or demand shall be brought or asserted against any person in
respect of which indemnity may be sought pursuant to the preceding paragraphs of this Section 5,
such person (the “Indemnified Person”) shall promptly notify the person or persons against whom
such indemnity may be sought (each an “Indemnifying Person”) in writing, and such Indemnifying
Persons, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to
the Indemnified Person to represent the Indemnified Person and any others the Indemnifying Persons
may designate in such proceeding and shall pay the reasonable fees and expenses of such counsel
related to such proceeding. In any such proceeding, any Indemnified Person shall have the right to
retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Person and not the Indemnifying Persons unless (i) the Indemnifying Persons and the
Indemnified Person shall have mutually agreed to the contrary, (ii) the Indemnifying Person has
failed within a reasonable time to retain counsel reasonably satisfactory to the Indemnified Person
or (iii) the named parties in any such proceeding (including any impleaded parties) include both an
Indemnifying Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them. It is
understood that no Indemnifying Person shall, in connection with any proceeding or related
proceeding in the same jurisdiction, be liable for the reasonable fees and expenses of more than
one separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such
fees and expenses shall be reimbursed as they are incurred. No Indemnifying Person shall be liable
for any settlement of any proceeding effected without its written consent, but if settled with such
consent or if there be a final judgment for the plaintiff, each Indemnifying Person agrees to
indemnify any Indemnified Person from and against any loss or liability by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time an Indemnified
Person shall have requested an Indemnifying Person to reimburse the Indemnified Person for fees and
expenses of counsel as contemplated by the second and third sentences of this paragraph, such
Indemnifying Person agrees that it shall be liable for any settlement of any proceeding effected
without its written consent if (i) such settlement is entered into more than 90 days after receipt
by such Indemnifying Person of the aforesaid request and (ii) such Indemnifying Person shall not
have reimbursed the Indemnified Person in accordance with such request prior to the date of such
settlement. No Indemnifying Person shall, without the prior written consent of the Indemnified
Person, effect any settlement of any pending or threatened proceeding in respect of which any
Indemnified Person is or could have been a party and indemnity could have been sought hereunder by
such Indemnified Person, unless such settlement includes an unconditional release of such
Indemnified Person from all liability on claims that are the subject matter of such proceeding.




          5.4 Contribution. The Partnership and the Holder agree that it would not be just and
equitable if contribution pursuant to this Section 5 were determined by pro rata allocation. The
amount paid or payable by an Indemnified Person as a result of the losses, claims, damages and
liabilities referred to in this Section 5 shall be deemed to include any legal or other expenses
incurred by such Indemnified Person in connection with investigating or defending any such action
or claim. Notwithstanding the provisions of this Section 5, in no event shall the Holder be
required to contribute any amount in excess of the amount of the aggregate Redemption Price
received by it. No person guilty of fraudulent misrepresentation (within the




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meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation.




          5.5 Full Force and Effect. The remedies provided for in this Section 5 are not exclusive and
shall not limit any rights or remedies which may otherwise be available to any indemnified party at
law or in equity. The indemnity and contribution agreements contained in this Section 5 and the
representations and warranties of the Partnership and the Holder set forth in this Agreement shall
remain operative and in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of any party hereto, its respective officers or
directors or any person controlling such party and (iii) consummation of the Redemption.




     6. Miscellaneous.



          6.1 Notices. All notices, requests, demands, claims, and other communications hereunder shall
be in writing. Any notice, request, demand, claim, or other communication hereunder shall be
deemed duly given two business days after it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as set forth below:



If to the Holder:



Williams Partners GP LLC.

Williams Center, Suite 4100

Tulsa, Oklahoma 74172-0172

Attention:

Fax:



If to the Partnership:



Williams Partners L.P.

Williams Center, Suite 4100

Tulsa, Oklahoma 74172-0172

Attention:

Fax:



Any party may send any notice, request, demand, claim, or other communication hereunder to the
intended recipient at the addresses set forth above using any other means (including personal
delivery, expedited courier, messenger service, telecopy, ordinary mail, or electronic mail).
Delivery of written notices shall be effective (i) upon delivery, if sent by hand delivery,
expedited courier or messenger service (in any such case, with a record of receipt) or by ordinary
mail or (ii) on the next day after the date of dispatch, if sent by telecopy, cable, facsimile,
telegram, or electronic mail. Any party may change the address to which notices, requests, demands,
claims, and other communications hereunder are to be delivered by giving the other party notice in
the manner herein set forth.




          7.2 Amendments and Waivers. Any provision of this Agreement may be amended or waived if, but
only if, such amendment or waiver is in writing and is signed, in the




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case of an amendment, by each party to this Agreement, or in the case of a waiver, by the
party against whom the waiver is to be effective. No failure or delay by any party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.




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




          7.4 Assignment. Neither this Agreement nor any of the rights, interests or obligations under
this Agreement shall be assigned or delegated, in whole or in part, by operation of law or
otherwise by any party without the prior written consent of the other party; provided, however,
Holder may assign its rights and obligations under this Agreement to an affiliate provided such
affiliate agrees in writing to assume such rights and obligations.




          7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the
law of the State of New York, without reference to its conflict of laws principles.




          7.6 Public Announcements. Each party agrees that, except as may be required by applicable law
or any listing agreement with any national securities exchange, such party will not issue any press
release or make any public statement with respect to this Agreement or the transactions
contemplated hereby without obtaining the prior written consent of the other party.




          7.7 Entire Agreement; No Third-Party Beneficiaries. This Agreement constitutes the entire
agreement and supersedes all prior agreements and understandings, both written and oral, between
the parties with respect to the subject matter of this Agreement. Except as specifically set forth
or referred to herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any Person, other than the parties hereto, and their permitted successors or
assigns, any rights or remedies under or by reason of this Agreement. No third party is entitled to
rely on any of the representations, warranties and agreements contained in this Agreement, and the
Partnership and the Holder assume no liability to any third party because of any reliance on the
representations, warranties and agreements of the Partnership and the Holder contained in this
Agreement.




          7.8 Severability. Any term or provision of this Agreement which is invalid or unenforceable
in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity
or unenforceability without rendering invalid or unenforceable the remaining terms and provisions
of this Agreement or affecting the validity or enforceability of any of the terms or provisions of
this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be
unenforceable, the provision shall be interpreted to be only so broad as is enforceable.




          7.9 Termination. Notwithstanding any provision in this Agreement to the contrary, this
Agreement shall terminate in the event the Underwriting Agreement is terminated in accordance with
the terms contained therein.




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          7.10 Interpretation. When a reference is made in this Agreement to a Section, such reference
shall be to a Section of this Agreement unless otherwise indicated. The captions and headings
appearing at the beginning of the various sections of this Agreement are for convenience of
reference only and shall not be given any effect whatsoever in the construction or interpretation
of this Agreement. Whenever the words “include,” “includes” or “including” are used in this
Agreement, they shall be deemed to be followed by the words “without limitation.”




          7.11 Section Headings. The captions and headings appearing at the beginning of the various
sections of this Agreement are for convenience of reference only and shall not be given any effect
whatsoever in the construction or interpretation of this Agreement.




          7.12 Counterparts. This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument. Any party may execute this Agreement by the delivery of a facsimile signature, which
signature shall have the same force and effect as an original signature. Any party that delivers a
facsimile signature shall promptly thereafter deliver an originally executed signature to the other
party; provided, however, that the failure to deliver an original signature page shall not affect
the validity of any signature delivered by facsimile.




[signature page follows]




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     IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed by its
duly authorized officer as of the date first written above.



	 	 	 	 	 	 	 
	 	 	WILLIAMS PARTNERS, L.P.
	 	 	By:   Williams Partners GP LLC, its general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Donald R. Chappel
 
 Name:
Donald R. Chappel

Title: Chief Financial Officer
	 
	 	 	 	 	 	 
	 

	 	Holder:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WILLIAMS PARTNERS GP LLC
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Rodney J. Sailor
 
 Name:Rodney
J. Sailor

Title:Treasurer







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