Northwest Pipeline Corp Sample Contracts

Northwest Pipeline Llc – Northwest Pipeline Commences Registered Exchange Offer for its 4.000% Senior Notes Due 2027 (November 13th, 2018)

TULSA, Okla. – Northwest Pipeline LLC (“Northwest Pipeline”), a wholly owned subsidiary of The Williams Companies, Inc. (NYSE: WMB), announced today that it has commenced an offer to exchange any and all of its $250 million in aggregate principal amount of outstanding 4.000% Senior Notes due 2027 that were originally issued in a private transaction on Aug. 24, 2018 (the “Original Notes”) for an equal amount of its registered 4.000% Senior Notes due 2027 (the “Exchange Notes”). The Original Notes were an additional issuance of Northwest Pipeline’s $250 million aggregate principal amount of 4.000% Senior Notes due 2027 that were issued on April 3, 2017, all of which have been previously exchanged for notes that have been registered under the Securities Act of 1933, as amended (the “Act”).

Northwest Pipeline Llc – REGISTRATION RIGHTS AGREEMENT dated as of August 24, 2018 between NORTHWEST PIPELINE LLC and CREDIT SUISSE SECURITIES (USA) LLC SUNTRUST ROBINSON HUMPHREY, INC. (August 24th, 2018)

This Agreement is made pursuant to the Purchase Agreement dated as of August 21, 2018, among the Company Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc., as representatives of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $250,000,000 principal amount of its 4.000% Senior Notes due 2027 (the “Securities”). The Securities are to be issued pursuant to the provisions of an Indenture dated as of April 3, 2017 (as amended, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Northwest Pipeline Llc – Williams Partners’ Northwest Pipeline Commences Registered Exchange Offer for its 4.000% Senior Notes Due 2027 (January 30th, 2018)

TULSA, Okla. – Northwest Pipeline LLC (“Northwest Pipeline”), a wholly owned subsidiary of Williams Partners L.P. (NYSE: WPZ), announced today that it has commenced an offer to exchange any and all of its $250 million in aggregate principal amount of outstanding 4.000% Senior Notes due 2027 (the “Original Notes”) for an equal amount of its registered 4.000% Senior Notes due 2027 (the “Exchange Notes”).

Northwest Pipeline Llc – 4.000% Senior Notes due 2027 NORTHWEST PIPELINE LLC AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee INDENTURE Dated as of April 3, 2017 (April 3rd, 2017)

INDENTURE (the “Indenture”), dated as of April 3, 2017, between NORTHWEST PIPELINE LLC, a limited liability company existing under the laws of the State of Delaware (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and validly existing under the laws of the United States, as trustee (the “Trustee”).

Northwest Pipeline Llc – REGISTRATION RIGHTS AGREEMENT dated as of April 3, 2017 between NORTHWEST PIPELINE LLC and CREDIT SUISSE SECURITIES (USA) LLC SUNTRUST ROBINSON HUMPHREY, INC. (April 3rd, 2017)

This Agreement is made pursuant to the Purchase Agreement dated as of March 29, 2017, among the Company Credit Suisse Securities (USA) LLC, SunTrust Robinson Humphrey, Inc. and U.S. Bancorp Investments, Inc., as representatives of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $250,000,000 principal amount of its 4.000% Senior Notes due 2027 (the “Securities”). The Securities are to be issued pursuant to the provisions of an Indenture dated the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Northwest Pipeline Llc – OPERATING AGREEMENT OF NORTHWEST PIPELINE LLC (July 3rd, 2013)

THIS OPERATING AGREEMENT dated as of the 2nd day of July, 2013 is made by Northwest Pipeline LLC (the “Company”), with offices 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.

Northwest Pipeline Llc – CERTIFICATE OF FORMATION OF NORTHWEST PIPELINE LLC (July 3rd, 2013)
Northwest Pipeline Gp – ASSIGNMENT AGREEMENT (February 27th, 2013)

This Assignment Agreement (“Assignment”), entered into by and among Northwest Pipeline Services LLC, a Delaware limited liability company (“Assignor”), and Williams WPC-I, LLC, a Delaware limited liability company (“Assignee”), is effective as of January 1, 2013 (the “Effective Date”).

Northwest Pipeline Gp – CREDIT AGREEMENT dated as of June 3, 2011 among WILLIAMS PARTNERS L.P. NORTHWEST PIPELINE GP and TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, as Borrowers The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC., BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, RBS SECURITIES INC. and THE BANK OF NOVA SCOTIA, as Joint Lead Arrangers and Joint Bookrunners BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC, J.P. MORGAN SECURITIES LLC, THE ROYAL BANK OF SCOTLAND PLC and THE BANK OF NOV (August 4th, 2011)

This Credit Agreement dated as of June 3, 2011 (as amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), is among WILLIAMS PARTNERS L.P., a Delaware limited partnership (“WPZ”), NORTHWEST PIPELINE GP, a Delaware general partnership (“NWP”), TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, a Delaware limited liability company (“TGPL”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

Northwest Pipeline Gp – News Release (August 28th, 2008)

TULSA, Okla. – Northwest Pipeline GP, a majority owned subsidiary of Williams (NYSE: WMB), and Transcontinental Gas Pipe Line Corp., a wholly owned subsidiary of Williams, today announced the commencement of exchange offers with respect to certain of their outstanding notes.

Northwest Pipeline Gp – 6.05% Senior Notes due 2018 NORTHWEST PIPELINE GP AND THE BANK OF NEW YORK TRUST COMPANY, N.A. Trustee INDENTURE Dated as of May 22, 2008 (May 23rd, 2008)

INDENTURE (the “Indenture”), dated as of May 22, 2008, between NORTHWEST PIPELINE GP, a general partnership existing under the laws of the State of Delaware (the “Company”), and THE BANK OF NEW YORK TRUST COMPANY, N.A., a national banking association, duly organized and validly existing under the laws of the United States, as trustee (the “Trustee”).

Northwest Pipeline Gp – REGISTRATION RIGHTS AGREEMENT dated as of May 22, 2008 between NORTHWEST PIPELINE GP and BANC OF AMERICA SECURITIES LLC BNP PARIBAS SECURITIES CORP GREENWICH CAPITAL MARKETS, INC. . on behalf of themselves and the Initial Purchasers listed on Schedule I hereto (May 23rd, 2008)

This Agreement is made pursuant to the Purchase Agreement dated as of May 19, 2008, among the Company and Banc of America Securities LLC, BNP Paribas Securities Corp. and Greenwich Capital Markets, Inc., as representatives of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $250,000,000 principal amount of its 6.05% Senior Notes due 2018 (the “Securities”). The Securities are to be issued pursuant to the provisions of an Indenture dated the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Company and The Bank of New York, as trustee (the “Trustee”). References to “the Company” in this Agreement include, where applicable, its predecessor, Northwest Pipeline Corporation.

Northwest Pipeline Gp – 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 (January 30th, 2008)

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.”

Northwest Pipeline Gp – ADMINISTRATIVE SERVICES AGREEMENT (January 30th, 2008)

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

Northwest Pipeline Gp – CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT BY AND AMONG WILLIAMS PIPELINE PARTNERS L.P. WILLIAMS PIPELINE OPERATING LLC WPP MERGER LLC WILLIAMS PIPELINE PARTNERS HOLDINGS LLC NORTHWEST PIPELINE GP WILLIAMS PIPELINE GP LLC WILLIAMS GAS PIPELINE COMPANY, LLC WGPC HOLDINGS LLC WILLIAMS PIPELINE SERVICES COMPANY (January 30th, 2008)

This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of January 24, 2008 is entered on and effective as of the Effective Date (as defined herein), by and among Williams Pipeline Partners L.P., a Delaware limited partnership (“MLP”), WPP Merger LLC, a Delaware limited liability company (“WPP Merger”), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (“WPP Holdings”), Williams Pipeline Operating LLC, a Delaware limited liability company (“WP Operating”), Northwest Pipeline GP, a Delaware general partnership (“NWP”), Williams Pipeline GP LLC, a Delaware limited liability company (“Pipeline GP”), Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“Williams Gas Pipeline”), WGPC Holdings LLC, a Delaware limited liability company (“WGPC Holdings”), and Williams Pipeline Services Company, a Delaware corporation (“WPS Co”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as th

Northwest Pipeline Gp – GENERAL PARTNERSHIP AGREEMENT OF NORTHWEST PIPELINE GP BY AND BETWEEN WGPC HOLDINGS LLC and WILLIAMS PIPELINE PARTNERS HOLDINGS LLC EFFECTIVE AS OF OCTOBER 1, 2007 (October 2nd, 2007)

THIS 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”). 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.”

Northwest Pipeline Corp – SELECTED HISTORICAL AND PRO FORMA FINANCIAL AND OPERATING DATA (September 12th, 2007)

The following tables show (i) selected historical financial data of Williams Pipeline Partners Predecessor (which reflects a 25% ownership interest in Northwest on a historical basis, including the effects of purchase accounting), (ii) selected pro forma financial data for Williams Pipeline Partners L.P., and (iii) selected historical financial and operating data of Northwest. The information in this Selected Historical and Pro Forma Financial and Operating Data should be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements and notes thereto included elsewhere in this prospectus.

Northwest Pipeline Corp – Contract (September 12th, 2007)

Set forth below are excerpts from the section of the Williams Pipeline Partners L.P. Registration Statement entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” A 25% interest in Northwest will be held by the Partnership as its sole asset immediately following the initial public offering of common units representing limited partner interests in the Partnership. As a result, Northwest has provided certain of its historical financial information to the Partnership. The page numbers herein refer to the relevant pages of the Registration Statement of the Partnership.

Northwest Pipeline Corp – Contract (September 12th, 2007)

Set forth below is a portion of the section of the Registration Statement of Williams Pipeline Partners L.P. (the “Partnership”) entitled “Cash Distribution Policy and Restrictions on Distributions.” A 25% interest in Northwest will be held by the Partnership as its sole asset immediately following the initial public offering of common units representing limited partner interests in the Partnership. As a result, Northwest has provided certain of its historical and forecasted financial information to the Partnership. The page numbers herein refer to the relevant pages of the Registration Statement of the Partnership.

Northwest Pipeline Corp – NORTHWEST PIPELINE CORPORATION 5.95% Senior Notes due 2017 AND THE BANK OF NEW YORK Trustee INDENTURE Dated as of April 5, 2007 (April 6th, 2007)

INDENTURE (the “Indenture”), dated as of April 5, 2007, between NORTHWEST PIPELINE CORPORATION, a corporation existing under the laws of the State of Delaware (the “Company”), and THE BANK OF NEW YORK, a New York banking corporation, duly organized and validly existing under the laws of the State of New York, as trustee (the “Trustee”).

Northwest Pipeline Corp – REGISTRATION RIGHTS AGREEMENT dated as of April 5, 2007 between NORTHWEST PIPELINE CORPORATION and GREENWICH CAPITAL MARKETS, INC. BANC OF AMERICA SECURITIES LLC on behalf of themselves and the Initial Purchasers listed on Schedule I hereto (April 6th, 2007)

This Agreement is made pursuant to the Purchase Agreement dated as of April 2, 2007, among the Company and Greenwich Capital Markets, Inc. and Banc of America Securities LLC, as representatives of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $185,000,000 principal amount of its 5.95% Senior Notes due 2017 (the “Securities”). The Securities are to be issued pursuant to the provisions of an Indenture dated the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Company and The Bank of New York, as trustee (the “Trustee”).

Northwest Pipeline Corp – REGISTRATION RIGHTS AGREEMENT dated as of June 22, 2006 between NORTHWEST PIPELINE CORPORATION and (June 23rd, 2006)

This Agreement is made pursuant to the Purchase Agreement dated as of June 19, 2006, among the Company and J.P. Morgan Securities Inc. and Calyon Securities (USA) Inc., as representatives of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $175,000,000 principal amount of its 7.00% Senior Notes due 2016 (the “Securities”). The Securities are to be issued pursuant to the provisions of an Indenture dated the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Company and JPMorgan Chase Bank, N.A., as trustee (the “Trustee”).

Northwest Pipeline Corp – NORTHWEST PIPELINE CORPORATION 7.00% Senior Notes due 2016 AND JPMORGAN CHASE BANK, N.A. Trustee INDENTURE Dated as of June 22, 2006 (June 23rd, 2006)

INDENTURE (the “Indenture”), dated as of June 22, 2006, between NORTHWEST PIPELINE CORPORATION, a corporation existing under the laws of the State of Delaware (the “Company”), and JPMORGAN CHASE BANK, N.A., a national banking association, duly organized and validly existing under the laws of the United States of America, as trustee (the “Trustee”).

Northwest Pipeline Corp – CREDIT AGREEMENT (May 26th, 2005)

Exhibit 1.1 Execution Version U.S. $1,275,000,000 AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 20, 2005 AMONG THE WILLIAMS COMPANIES, INC. NORTHWEST PIPELINE CORPORATION TRANSCONTINENTAL GAS PIPE LINE CORPORATION WILLIAMS PARTNERS L.P. AS BORROWERS CITICORP USA, INC. AS ADMINISTRATIVE AGENT AND COLLATERAL AGENT CITIBANK, N.A. BANK OF AMERICA, N.A. AS ISSUING BANKS AND

Northwest Pipeline Corp – REGISTRATION RIGHTS AGREEMENT (April 11th, 2003)

EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT dated as of March 4, 2003 among NORTHWEST PIPELINE CORPORATION and LEHMAN BROTHERS INC. on behalf of itself and the Initial Purchasers listed on Schedule I REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (the "AGREEMENT") is made and entered into as of March 4, 2003, by and among Northwest Pipeline Corporation (the "COMPANY"), a corporation duly organized and existing under the laws of the State of Delaware, and Lehman Brothers Inc., acting on behalf of itself and the several initial purchasers listed on Schedule I hereto, (the "INITIAL PURCHASERS"). This Agreement is made

Northwest Pipeline Corp – PURCHASE AGREEMENT (April 11th, 2003)

EXHIBIT 10.3 NORTHWEST PIPELINE CORPORATION $175,000,000 8.125% Notes due 2010 PURCHASE AGREEMENT February 27, 2003 To the Initial Purchasers listed on Schedule I hereto c/o Lehman Brothers Inc. 745 Seventh Avenue New York, NY 10019 Ladies and Gentlemen: Northwest Pipeline Corporation, a Delaware corporation, (the "COMPANY"), proposes to issue and sell to the several initial purchasers listed on Schedule I hereto (the "INITIAL PURCHASERS", individually, each an "INITIAL PURCHASER"), $175,000,000 aggregate principal amount of its 8.125% Senior Notes due 2010 (the "SECURITIES"), to be issued pursuant to the provisions of an Indenture to be dated as of March 4, 2003 (the "INDENTURE"), between the Company and JPMorgan Chase Bank, as trustee (the "TRUSTEE"). The Securities will be ent

Northwest Pipeline Corp – INDENTURE (April 11th, 2003)

EXHIBIT 4.5 ================================================================================ NORTHWEST PIPELINE CORPORATION as Company and JPMORGAN CHASE BANK as Trustee INDENTURE Dated as of March 4, 2003 Series A and Exchange 8 1/8% Senior Notes due 2010 ================================================================================ CROSS-REFERENCE TABLE* TIA Section Indenture Section ----------- -----------------

Northwest Pipeline Corp – Currently, Moody's Investor's Service and Standard and Poor's have Pipeline's credit ratings on "negative outlook" and "negative watch", respectively. The rating agencies have reduced Pipeline's credit ratings due to concerns about the sufficiency of Williams' operating cash flow in relation to its debt as well as the adequacy of Williams' liquidity. The ratings remain under review pending the execution of Williams' plan to strengthen its financial position. With the reduced credit ratings, Pipeline expects interest rates on future financings will be higher than they otherwise would have been. (February 26th, 2003)

EXHIBIT 99.1 NORTHWEST PIPELINE CORPORATION YEAR ENDED DECEMBER 31, 2002 I. MANAGEMENT'S NARRATIVE ANALYSIS OF THE RESULTS OF OPERATIONS GENERAL The following discussion and analysis of results of operations, financial condition and liquidity should be read in conjunction with the financial statements and notes thereto included within Section II. CRITICAL ACCOUNTING POLICIES REGULATORY ACCOUNTING Northwest Pipeline Corporation ("Pipeline") is regulated by the Federal Energy Regulatory Commission ("FERC"). Statement of Financial Accounting Standards ("SFAS") No. 71, "Accounting for the Effects of Certain Types of Regulation," provides that rate-regulated public utilities account for and report regulatory assets and liabilities consistent with the economic effect of the way in which regulators establish rates if the rates established are designed to recover the costs of providing the regulated service and if the competitive environment makes it reasonable to assume that such rates can be