EX-10.1






AMENDMENT NO. 1 AND CONSENT TO FIRST AMENDED & RESTATED CREDIT AGREEMENT




This Amendment No. 1 and Consent to First Amended & Restated Credit Agreement (this
“Amendment”), dated as of December 1, 2014, is by and among Williams Partners L.P., a
Delaware limited partnership (“WPZ”), Northwest Pipeline LLC, a Delaware limited liability
company (“NWP”), Transcontinental Gas Pipe Line Company, LLC, a Delaware limited liability
company (“TGPL”, and together with WPZ and TGPL, the “Borrowers”, the Lenders party
hereto, and Citibank, N.A., as administrative agent for the Lenders (the “Administrative
Agent”).



WHEREAS, the Borrowers, the Lenders, the Administrative Agent and the Issuing Banks are
parties to that certain First Amended and Restated Credit Agreement dated as of July 31, 2013 (the
“Credit Agreement”; the capitalized terms of which are used herein unless otherwise defined
herein);



WHEREAS, Access Midstream Partners, L.P. (“Access”), Access Midstream Partners GP,
L.L.C., VHMS LLC, WPZ and Williams Partners GP LLC have entered into an Agreement and Plan of
Merger, dated as of October 24, 2014 (as amended, modified or otherwise supplemented, the
“Merger Agreement”; the transactions contemplated by the Merger Agreement and each other
transaction related thereto, collectively, the “Merger”);



WHEREAS, Access shall be the surviving entity of the Merger (the “Permitted
Successor”);



WHEREAS, after consummation of the Merger (the date of such consummation, the “Merger
Closing Date”), the Permitted Successor will be renamed Williams Partners L.P.
(“Post-Transaction WPZ”);



WHEREAS, Access is party to a secured revolving credit agreement (the “Existing ACMP
Credit Agreement”) and has issued senior unsecured notes (the “Existing ACMP Notes”);



WHEREAS, at the request of the Borrowers, the Required Lenders have agreed to amend the Credit
Agreement and provide certain consents under the Credit Agreement in respect of the Merger as
provided for herein.



NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and
warranties contained herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:



AGREEMENT



Section 1. Consent to the Credit Agreement.



The Required Lenders agree, notwithstanding any term or provision in the Credit Agreement or
any other Loan Document, as follows, so long as (x) the Existing ACMP Credit Agreement has been
terminated (or will be terminated on the Merger Closing Date), all obligations thereunder have been
(or will be on the Merger Closing Date) satisfied in full (other than any letters of credit deemed
to be issued under the Credit Agreement on the Merger Closing Date and any contingent expense
reimbursement, indemnification and similar obligations that survive the repayment in full of the
obligations), and arrangements have been made for the substantially concurrent release of all liens
thereunder, (y) each of the guarantees of the indebtedness under the ACMP Notes has been terminated
(or will be terminated on the Merger Closing Date) and (z) the Administrative Agent shall have
received a duly executed acknowledgement of the Permitted Successor in substantially the form of
Exhibit A hereto on the Merger Closing Date:



(a) The Merger is expressly permitted under the Credit Agreement and each other Loan Document
without any further action, waiver, consent or agreement by the Administrative Agent, the
Arrangers, any other agent or any Lender from time to time party hereto; provided that, for the
avoidance of doubt, the Borrowers shall be required to comply with Section 6.07 of the Credit
Agreement, notwithstanding the consent specified in this Section 1(a).



(b) Liens under the Existing ACMP Credit Agreement that are released on the Merger Closing
Date shall not constitute Liens for purposes of the Credit Agreement or any other Loan Document, it
being understood that Post-Transaction WPZ shall use commercially reasonable efforts to cause to be
made all filings reasonably required to evidence such terminations.



(c) For the avoidance of doubt, publicly available filings in respect of guaranties under the
Existing ACMP Notes that are released on the Closing Date shall not constitute guarantees for
purposes of Section 5.09 of the Credit Agreement or any other provision in the Credit Agreement or
any other Loan Document, it being understood that Post-Transaction WPZ shall use commercially
reasonable efforts to cause to be made all filings reasonably required to evidence such
terminations.



(d) The Merger shall constitute a Specified Acquisition.



Section 2. Amendments to Credit Agreement. As of the Merger Closing Date and upon delivery
of an Acknowledgement substantially in the form of Exhibit A hereto, the Credit Agreement shall be
deemed amended as follows:



(a) The definition of “Partnership Agreement” in Section 1.01 is amended to read as follows:



“Partnership Agreement” means the First Amended and Restated Agreement of Limited
Partnership of Access Midstream Partners, L.P. (f/k/a Chesapeake Midstream Partners, L.P.), dated
as of August 3, 2010, as amended pursuant to Amendment No. 1, dated as of July 24, 2012, as amended
pursuant to Amendment No. 2, dated as of December 20, 2012, as further modified from time to time.



(b) The definition of “Senior Notes” in Section 1.01 is amended to read as follows:



“Senior Notes” means all senior notes issued by WPZ constituting Material
Indebtedness.



Section 3. Conditions to Effectiveness. This Amendment shall become effective (the
“Effective Date”) when the Administrative Agent shall have received counterparts of this
Amendment duly executed by the Borrowers and the Required Lenders.



Section 4. Representations and Warranties. Each Borrower hereby represents and warrants
that, as of the Effective Date that:



(a) This Amendment has been duly executed and delivered by such Borrower and constitutes a
legal, valid and binding obligation of such Borrower, enforceable against such Borrower in
accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors’ rights generally and subject to general principles of equity,
regardless of whether considered in a proceeding in equity or at law.



(b) The execution, delivery and performance by such Borrower of this Amendment do not
contravene (i) such Borrower’s organizational documents or (ii) any material law or any restriction
under any material agreement binding on such Borrower and will not result in or require the
creation or imposition of any Lien prohibited by the Credit Agreement.



Section 5. Effect of Loan Document.



(a) The Credit Agreement and the Loan Documents remain in full force and effect, as amended
hereby, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’
rights under the Loan Documents, as amended, however denominated. After the Effective Date, any
reference to the Credit Agreement in any Loan Document shall be a reference to the Credit
Agreement, as amended by this Amendment.



(b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan
Documents. Without limiting the foregoing, any breach of representations and warranties under this
Amendment may be a Default or Event of Default under other Loan Documents as provided therein.



Section 6. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York and the applicable laws of the United States of America.



Section 7. Counterparts. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same
agreement. Transmission by facsimile or electronic transmission (i.e., pdf) of an executed
counterpart of this Amendment shall be deemed to constitute due and sufficient delivery of such
counterpart.



[REMAINDER OF THE PAGE IS INTENTIONALLY LEFT BLANK]





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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the Effective Date.



	 
	WILLIAMS PARTNERS L.P.

by: Williams Partners GP LLC, its General Partner

By:       /s/ Peter S. Burgess

Name:  Peter S. Burgess

Title:    Treasurer

NORTHWEST PIPELINE LLC

By:      /s/ Peter S. Burgess

Name:  Peter S. Burgess

Title:    Treasurer

TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC

By:      /s/ Peter S. Burgess

Name:  Peter S. Burgess

Title:    Treasurer

	 







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	CITIBANK, N.A.,
	Individually and as Administrative Agent and as Issuing Bank
	By: /s/ Lisa Huang
	Name: Lisa Huang
	Title: Vice President





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	BARCLAYS BANK PLC,
	Individually and as an Issuing Bank
	By: /s/ May Huang
	Name: May Huang
	Title: Assistant Vice President





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	JPMORGAN CHASE BANK, N.A,
	Individually and as an Issuing Bank
	By: /s/ Muhammad Hasan
	Name: Muhammad Hasan
	Title: Vice President





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	THE BANK OF NOVA SCOTIA,
	Individually and as an Issuing Bank
	By: /s/ Mark Sparrow
	Name: Mark Sparrow
	Title: Director





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	THE ROYAL BANK OF SCOTLAND PLC,
	Individually and as an Issuing Bank
	By: /s/ Brian Smith
	Name: Brian Smith
	Title: Authorized Signatory





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	WELLS FARGO BANK, N.A,
	Individually and as an Issuing Bank
	By: /s/ Larry Robinson
	Name: Larry Robinson
	Title: Managing Director





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	BANK OF AMERICA, N.A,
	By: /s/ Ronald E.
	McKaig
	Name: Ronald E. McKaig
	Title: Managing
	Director





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	USB AG, STAMFORD BRANCH
	By: /s/ Lana Gifas
	Name: Lana Gifas
	Title: Treasurer
	By: /s/ Jennifer
	Anderson
	Name: Jennifer Anderson
	Title: Associate
	Director





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	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK,
	Individually and as an Issuing Bank
	By: /s/ Page Dillehunt
	Name: Page Dillehunt
	Title: Managing Director
	By: /s/ Michael Willis
	Name: Michael Willis
	Title: Managing Director





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	ROYAL BANK OF CANADA, as Lender
	By: /s/ Mark Lumpkin, Jr.
	Name: Mark Lumpkin, Jr.
	Title: Authorized Signatory





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	COMPASS BANK, as Lender
	By: /s/ Kathleen J. Bowen
	Name: Kathleen J. Bowen
	Title: Senior Vice
	President





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	US BANK NATIONAL ASSOCIATION, as Lender
	By: /s/ John Prigge
	Name: John Prigge
	Title: Vice President





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	TORONTO DOMINION (NEW YORK) LLC
	By: /s/ Masood Fikree
	Name: Masood Fikree
	Title: Authorized Signatory





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	DNB BANK ASA, GRAND CAYMAN BRANCH
	By: /s/ BjÆrn E.
	Hammerstad
	Name: BjÆrn E. Hammerstad
	Title: Senior Vice President
	By: /s/ Stian Lovseth
	Name: Stian Lovseth
	Title: First Vice President





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	MIZUHO BANK, LTD
	Individually and as an Issuing Bank
	By: /s/ Leon Mo
	Name: Leon Mo
	Title: Authorized Signatory





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	BOKF, N.A.
	By: /s/ J. Nick
	Cooper
	Name: J. Nick Cooper
	Title: V. P.





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	CREDIT SUISSE AG, Cayman Islands Branch
	By: /s/ Nupur Kumar
	Name: Nupur Kumar
	Title: Authorized Signatory
	By: /s/ Samuel Miller
	Name: Samuel Miller
	Title: Authorized Signatory





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	BANK OF TOKYO-MITSUBISHI UFJ, LTD
	By: /s/ Todd Vaubel
	Name: Todd Vaubel
	Title: VP





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	DEUTSCHE BANK AG NEW YORK BRANCH
	By: /s/ Virginia Cosenza
	Name: Virginia Cosenza
	Title: Vice President
	By: /s/ Andreas Bubenzer-Paim
	Name: Andreas Bubenzer-Paim
	Title: Director





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	MORGAN STANLEY BANK, N.A.
	By: /s/ Michael King
	Name: Michael King
	Title: Authorized
	Signatory





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	SUMITOMO MITSUI BANKING CORPORATION
	By: /s/ James D. Weinstein
	Name: James D. Weinstein
	Title: Managing Director
	 	 	EXHIBIT A
	 	 	FORM OF ACKNOWLEDGMENT





This ACKNOWLEDGEMENT (this “Acknowledgment”), dated as of [ ], is made by Access
Midstream Partners, L.P., a Delaware limited partnership (as its name may change from time to time,
the “Permitted Successor”). All capitalized terms not defined herein shall have the meaning
ascribed to them in the Amendment (as defined below), as applicable.



WHEREAS, Williams Partners L.P., a Delaware limited partnership (“Williams Partners”),
Northwest Pipeline LLC, a Delaware limited liability company (“NWP”), Transcontinental Gas
Pipe Line Company, LLC, a Delaware limited liability company (“TGPL”, and together with
Williams Partners and TGPL, the “Borrowers”), the Lenders from time to time party thereto,
and Citibank, N.A., as Administrative Agent (the “Administrative Agent”) are party to (i) a
First Amended and Restated Credit Agreement, dated as of July 31, 2013 (as amended, supplemented
and otherwise modified, the “Credit Agreement”) and (ii) an Amendment No. 1 and Consent,
dated December 1, 2014, by and among the Borrowers, the Lenders party thereto and the
Administrative Agent (the “Amendment”);



WHEREAS, the Required Lenders have consented to the Merger on the terms and conditions as
specified in the Amendment;



NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Permitted Successor hereby acknowledges and agrees as follows:



AGREEMENT




Section 1. Acknowledgment.



(a) The Permitted Successor hereby (i) acknowledges that, as the survivor of the Merger, the
principal owing under, and any premium and interest owing under, and the performance or observance
of every covenant of WPZ in, the Credit Agreement to be performed or observed on the terms and
subject to the conditions set forth in the Credit Agreement are, in each case, obligations of the
Permitted Successor and (ii) expressly assumes all obligations of Williams Partners under the
Credit Agreement and the other Loan Documents. Further, the Permitted Successor hereby confirms and
agrees that the Loan Documents are, and shall continue, on and after the effectiveness of this
Acknowledgement, to be, in full force and effect in accordance with their respective terms and are,
effective as of the effectiveness of this Acknowledgement, ratified and confirmed by the Permitted
Successor in all respects.



(b) Williams Partners shall cease to be a “Borrower” for all purposes of the Credit Agreement
and the other Loan Documents, and the Permitted Successor shall be a “Borrower” thereunder for all
purposes. The Permitted Successor hereby confirms its acceptance of, and consents to, all
covenants, representations and warranties, indemnities, and other terms and provisions of the
Credit Agreement and the other Loan Documents.



(c) From and after the date hereof, all references in the Credit Agreement and the other Loan
Documents to a “Borrower” or to “WPZ” shall, in each case, mean a reference to the Permitted
Successor in its capacity as a “Borrower.”



Section 2. Effect of Loan Document.



(a) The Credit Agreement and the Loan Documents remain in full force and effect, and nothing
herein shall act as a waiver of any of the Administrative Agent’s, Lenders’ or Issuing Banks’
rights under the Loan Documents, however denominated.



(b) This Acknowledgment is a Loan Document for the purposes of the provisions of the other
Loan Documents.



Section 3. Governing Law. This Acknowledgement shall be governed by and construed in
accordance with the laws of the State of New York and the applicable laws of the United States of
America.



Section 4. Representations and Warranties of the Permitted Successor. The Permitted
Successor hereby represents and warrants, as of the Merger Closing Date, as follows:



(a) The execution and delivery of this Acknowledgement, and the performance of the
transactions contemplated by this Acknowledgement and by the Credit Agreement, as modified by this
Acknowledgement, are within the powers of the Permitted Successor, have been duly authorized by all
necessary applicable action of each, and do not contravene (i) the organizational documents of the
Permitted Successor or (ii) any law or any contractual restriction under any material agreement
binding on or affecting the Permitted Successor and will not result in or require the creation or
imposition of any Lien prohibited by the Credit Agreement.



(b) No material authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority is required for the due execution, delivery and performance by the
Permitted Successor of this Acknowledgment, or for the consummation of transactions contemplated by
the Credit Agreement, as modified hereby.



(c) This Acknowledgement has been duly executed and delivered by the Permitted Successor, and
without limitation to the other provisions hereof, the Loan Documents constitute the legal, valid
and binding obligations of the Permitted Successor, enforceable against the Permitted Successor in
accordance with their respective terms, except as such enforceability may be limited by bankruptcy
insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights
generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.



Section 5. Counterparts. This Acknowledgment may be executed in any number of
counterparts, each of which when so executed shall be deemed to be an original and all of which
taken together shall constitute one and the same agreement. Transmission by facsimile or
electronic transmission (i.e., pdf) of an executed counterpart of this Agreement shall be deemed to
constitute due and sufficient delivery of such counterpart.



[SIGNATURE PAGE FOLLOWS]






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IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement to be duly executed
and delivered by their respective duly authorized officers as of the Effective Date.




ACCESS MIDSTREAM PARTNERS, L.P., a Delaware limited
partnership




by: Access Midstream Partners GP, L.L.C., a Delaware
limited liability company




By:

Name:

Title:





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