Williams Partners L.P. Sample Contracts

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P.
Williams Partners L.P. • February 27th, 2013 • Natural gas transmission • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P. dated as of August 23, 2005, is entered into by and between Williams Partners GP LLC, a Delaware limited liability company, as the General Partner, and each of Williams Energy Services, LLC, a Delaware limited liability company, Williams Energy, L.L.C., a Delaware limited liability company, Williams Discovery Pipeline, LLC, a Delaware limited liability company, and Williams Partners Holdings, a Delaware limited liability company, as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

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Commercial Paper Dealer Agreement Between: Williams Partners L.P., as Issuer and , as Dealer Concerning Notes to be issued pursuant to a Commercial Paper Issuing and Paying Agent Agreement dated as of March 12, 2013 between the Issuer and , as Issuing...
Commercial Paper Dealer Agreement • March 18th, 2013 • Williams Partners L.P. • Natural gas transmission • New York

This agreement (the “Agreement”) sets forth the understandings between the Issuer and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.

REGISTRATION RIGHTS AGREEMENT dated as of February 9, 2010 among WILLIAMS PARTNERS L.P. and BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. on behalf of themselves and the Initial Purchasers listed on Schedule I hereto
Registration Rights Agreement • February 10th, 2010 • Williams Partners L.P. • Natural gas transmission • New York

This Agreement is made pursuant to the Purchase Agreement dated as of February 2, 2010, among the Company and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $750,000,000 aggregate principal amount of its 3.800% Senior Notes due 2015 (the “2015 Notes”), $1,500,000,000 aggregate principal amount of its 5.250% Senior Notes due 2020 (the “2020 Notes”) and $1,250,000,000 aggregate principal amount of its 6.300% Senior Notes due 2040 (the “2040 Notes,” and together with the 2015 Notes and the 2020 Notes, the “Securities” and each a “Series” of 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”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P.
Williams Partners L.P. • May 1st, 2008 • Natural gas transmission • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P. dated as of August 23, 2005, is entered into by and between Williams Partners GP LLC, a Delaware limited liability company, as the General Partner, and each of Williams Energy Services, LLC, a Delaware limited liability company, Williams Energy, L.L.C., a Delaware limited liability company, Williams Discovery Pipeline, LLC, a Delaware limited liability company, and Williams Partners Holdings, a Delaware limited liability company, as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

WILLIAMS PARTNERS L.P. 9,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT
Underwriting Agreement • December 10th, 2007 • Williams Partners L.P. • Natural gas transmission • New York

LEHMAN BROTHERS INC. CITIGROUP GLOBAL MARKETS INC. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED As the Representatives of the several Underwriters named in Schedule 1

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P.
Williams Partners L.P. • February 24th, 2011 • Natural gas transmission • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P. dated as of August 23, 2005, is entered into by and between Williams Partners GP LLC, a Delaware limited liability company, as the General Partner, and each of Williams Energy Services, LLC, a Delaware limited liability company, Williams Energy, L.L.C., a Delaware limited liability company, Williams Discovery Pipeline, LLC, a Delaware limited liability company, and Williams Partners Holdings, a Delaware limited liability company, as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

WILLIAMS PARTNERS L.P. 21,500,000 Common Units Representing Limited Partner Interests Underwriting Agreement
Williams Partners L.P. • August 7th, 2013 • Natural gas transmission • New York
WILLIAMS PARTNERS L.P. $750,000,0000 3.35% Senior Notes Due 2022 Underwriting Agreement
Underwriting Agreement • August 13th, 2012 • Williams Partners L.P. • Natural gas transmission • New York
SUPPORT AGREEMENT
Support Agreement • October 27th, 2014 • Williams Partners L.P. • Natural gas transmission • Delaware

THIS SUPPORT AGREEMENT, dated as of October 24, 2014 (this “Agreement”), is entered into by and among Access Midstream Partners, L.P., a Delaware limited partnership (“ACMP”), Williams Partners L.P., a Delaware limited partnership (“WPZ”), and Williams Gas Pipeline Company, LLC, a Delaware limited liability company (the “Unitholder”).

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...
Credit Agreement • June 9th, 2011 • Williams Partners L.P. • Natural gas transmission • New York

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.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WAMSUTTER LLC DATED DECEMBER 1, 2007 BETWEEN WILLIAMS FIELD SERVICES COMPANY, LLC AND WILLIAMS PARTNERS OPERATING LLC
Limited Liability Company Agreement • December 17th, 2007 • Williams Partners L.P. • Natural gas transmission • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”), dated as of December 1, 2007 (the “Effective Date”), is made and entered into by and between WILLIAMS FIELD SERVICES COMPANY, LLC (the “Williams Member”), a Delaware limited liability company, and WILLIAMS PARTNERS OPERATING LLC (the “MLP Member”), a Delaware limited liability company.

AGREEMENT AND PLAN OF MERGER dated as of October 24, 2014 by and among ACCESS MIDSTREAM PARTNERS, L.P., ACCESS MIDSTREAM PARTNERS GP, L.L.C., VHMS LLC, WILLIAMS PARTNERS L.P., and WILLIAMS PARTNERS GP LLC
Agreement and Plan of Merger • October 27th, 2014 • Williams Partners L.P. • Natural gas transmission • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of October 24, 2014 (the “Execution Date”), is entered into by and among Access Midstream Partners, L.P., a Delaware limited partnership (“ACMP”), Access Midstream Partners GP, L.L.C., a Delaware limited liability company and the general partner of ACMP (“ACMP General Partner”), VHMS LLC, a Delaware limited liability company and a direct wholly owned subsidiary of ACMP (“Merger Sub”), Williams Partners L.P., a Delaware limited partnership (“WPZ”), and Williams Partners GP LLC, a Delaware limited liability company and the general partner of WPZ (“WPZ General Partner”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P.
Williams Partners L.P. • April 30th, 2009 • Natural gas transmission • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P. dated as of August 23, 2005, is entered into by and between Williams Partners GP LLC, a Delaware limited liability company, as the General Partner, and each of Williams Energy Services, LLC, a Delaware limited liability company, Williams Energy, L.L.C., a Delaware limited liability company, Williams Discovery Pipeline, LLC, a Delaware limited liability company, and Williams Partners Holdings, a Delaware limited liability company, as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

CREDIT AGREEMENT dated as of December 11, 2007 among WILLIAMS PARTNERS L.P. The Lenders Party Hereto CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS INC. and SCOTIA CAPITAL, as Joint Lead Arrangers and Joint Book Managers THE BANK OF...
Credit Agreement • December 17th, 2007 • Williams Partners L.P. • Natural gas transmission • New York

This Credit Agreement dated as of December 11, 2007, is among WILLIAMS PARTNERS L.P., a Delaware limited partnership, the LENDERS party hereto, CITIBANK, N.A., as Administrative Agent and Issuing Bank, and THE BANK OF NOVA SCOTIA, as Swingline Lender.

WILLIAMS PARTNERS L.P. AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee INDENTURE Dated as of November 9, 2010 Debt Securities
Indenture • November 12th, 2010 • Williams Partners L.P. • Natural gas transmission

INDENTURE (the “Indenture”), dated as of November 9, 2010, between WILLIAMS PARTNERS L.P., a limited partnership existing under the laws of the State of Delaware (the “Company”), located at One Williams Center, Tulsa, Oklahoma 74172, 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 of America, as trustee (the “Trustee”).

FIRST AMENDED & RESTATED CREDIT AGREEMENT dated as of July 31, 2013 among WILLIAMS PARTNERS L.P. NORTHWEST PIPELINE LLC and TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, as Borrowers The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent...
Credit Agreement • July 31st, 2013 • Williams Partners L.P. • Natural gas transmission • New York

This First Amended & Restated Credit Agreement dated as of July 31, 2013 (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 LLC, a Delaware limited liability company (“NWP”), TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, a Delaware limited liability company (“TGPL”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WILLIAMS PARTNERS GP LLC A DELAWARE LIMITED LIABILITY COMPANY DATED AS OF AUGUST 23, 2005
Limited Liability Company Agreement • August 26th, 2005 • Williams Partners L.P. • Natural gas transmission • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of WILLIAMS PARTNERS GP LLC (the “Company”), dated as of August 23, 2005, is adopted, executed and agreed to, for good and valuable consideration, by Williams Energy Services, LLC, a Delaware limited liability company (“WES”), as the sole member.

FRACTIONATION AGREEMENT
Fractionation Agreement • August 3rd, 2005 • Williams Partners L.P. • Natural gas transmission • Kansas

This AGREEMENT is made and entered into this 18th day of July, 1997, by and between MAPCO Natural Gas Liquids Inc., hereinafter called “MNGL”, and Amoco Oil Company, hereinafter called “Amoco.”

WILLIAMS PARTNERS L.P. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of November 9, 2010 To INDENTURE Dated as of November 9, 2010 4.125% Senior Notes due 2020
First Supplemental Indenture • November 12th, 2010 • Williams Partners L.P. • Natural gas transmission • New York

This FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 9, 2010, between WILLIAMS PARTNERS L.P., a Delaware limited partnership (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 of America, as trustee (the “Trustee”).

WILLIAMS PARTNERS L.P. WILLIAMS PARTNERS FINANCE CORPORATION $600,000,000 7 1/4% Notes due 2017 Purchase Agreement
Williams Partners L.P. • December 12th, 2006 • Natural gas transmission • New York

Citigroup Global Markets Inc. Lehman Brothers Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated As Representatives of the Initial Purchasers c/o Citigroup Global Markets Inc. 388 Greenwich Street New York, New York 10013

CREDIT AGREEMENT dated as of February 17, 2010 among WILLIAMS PARTNERS L.P. NORTHWEST PIPELINE GP TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, as Borrowers The Lenders Party Hereto and CITIBANK, N.A., as Administrative Agent CITIGROUP GLOBAL MARKETS...
Credit Agreement • February 22nd, 2010 • Williams Partners L.P. • Natural gas transmission • New York

This Credit Agreement dated as of February 17, 2010 (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.

CONTRIBUTION AGREEMENT BY AND AMONG THE WILLIAMS COMPANIES, INC., WILLIAMS GAS PIPELINE COMPANY, LLC WILLIAMS PARTNERS GP LLC, WILLIAMS PARTNERS L.P., WILLIAMS PARTNERS OPERATING LLC, WILLIAMS FIELD SERVICES GROUP, LLC, WILLIAMS OLEFINS, L.L.C., AND...
Personnel Services and Allocation Agreement • February 28th, 2014 • Williams Partners L.P. • Natural gas transmission • New York

This Contribution Agreement (this “Agreement”) is made and entered into as of February 24, 2014, by and among The Williams Companies, Inc., a Delaware corporation (“Williams”), Williams Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“WGP”, and together with Williams and the General Partner, the “Contributing Parties”), Williams Partners L.P., a Delaware limited partnership (the “Partnership”), Williams Partners Operating LLC, a Delaware limited liability company (the “Operating Company”), Williams Field Services Group, LLC, a Delaware limited liability company (“WFSG”),Williams Olefins, L.L.C., a Delaware limited liability company and indirect wholly-owned subsidiary of the Partnership (“WOL”), and Williams Olefins Feedstock Pipelines, L.L.C., a Delaware limited liability company and wholly-owned subsidiary of WOL (“WOFP”, and together wit

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FIRST AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • August 2nd, 2012 • Williams Partners L.P. • Natural gas transmission • Texas

THIS FIRST AMENDMENT TO CONTRIBUTION AGREEMENT (this “Amendment”) is entered into as of April 27, 2012 by and between Caiman Energy, LLC, a Delaware limited liability company (“Contributor”), and Williams Partners L.P., a Delaware limited partnership (“Acquirer”). Each of the parties to this Amendment is sometimes referred to individually in this Amendment as a “Party” and both of the parties to this Amendment are sometimes collectively referred to in this Amendment as the “Parties.”

WILLIAMS PARTNERS L.P. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of November 17, 2011 To INDENTURE Dated as of November 9, 2010 4.00% Senior Notes due 2021
Second Supplemental Indenture • November 18th, 2011 • Williams Partners L.P. • Natural gas transmission • New York

This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 17, 2011, between WILLIAMS PARTNERS L.P., a Delaware limited partnership (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 of America, as trustee (the “Trustee”).

AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P.
Dissolution and Liquidation • May 1st, 2014 • Williams Partners L.P. • Natural gas transmission • Delaware

THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P. dated as of August 23, 2005, is entered into by and between Williams Partners GP LLC, a Delaware limited liability company, as the General Partner, and each of Williams Energy Services, LLC, a Delaware limited liability company, Williams Energy, L.L.C., a Delaware limited liability company, Williams Discovery Pipeline, LLC, a Delaware limited liability company, and Williams Partners Holdings, a Delaware limited liability company, as limited partners, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 19th, 2006 • Williams Partners L.P. • Natural gas transmission • New York

This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 13, 2006, by and among Williams Partners L.P., a Delaware limited partnership (the “Partnership”), and Williams Partners Finance Corporation, a Delaware corporation (“Williams Finance,” and together with the Partnership, the “Issuers”), and Citigroup Global Markets Inc., Lehman Brothers Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives (collectively, the “Representatives”) of certain purchasers, including the Representatives (collectively, the “Initial Purchasers”), who have agreed to purchase the Issuers’ 7 1/4% Senior Notes due 2017 (the “Initial Securities”) pursuant to the Purchase Agreement (as defined below).

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...
Contribution, Conveyance and Assumption Agreement • June 20th, 2006 • Williams Partners L.P. • Natural gas transmission • Texas

THIS CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT (this “Agreement”) dated as of June 20, 2006, 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 (“WFSC”), Williams Field Services Group, LLC, a Delaware limited liability company (“WFSG”), Williams Partners GP LLC, a Delaware limited liability company (the “General Partner” and, together with WES, WFSC and WFSG, the “Transferor Parties”), Williams Partners L.P., a Delaware limited partnership (the “Partnership”), and Williams Partners Operating LLC, a Delaware limited liability company (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.

CONVEYANCE, CONTRIBUTION AND ASSUMPTION AGREEMENT
Conveyance, Contribution and Assumption Agreement • February 22nd, 2010 • Williams Partners L.P. • Natural gas transmission • New York

THIS CONVEYANCE, CONTRIBUTION AND ASSUMPTION AGREEMENT (this “Agreement”) dated February 17, 2010, is made and entered into by and among Williams Energy Services, LLC, a Delaware limited liability company (“WES”), Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“WGP”), WGP Gulfstream Pipeline Company, L.L.C., a Delaware limited liability company (“WGPGPC”), Williams Partners GP, LLC, a Delaware limited liability company (the “General Partner” and, together with WES, WGP and WGPGPC, the “Contributing 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.

LIMITED CALL RIGHT FORBEARANCE AGREEMENT
Limited Call Right Forbearance Agreement • February 22nd, 2010 • Williams Partners L.P. • Natural gas transmission • Delaware

This Limited Call Right Forbearance Agreement (this “Agreement”) is made and entered into as of February 17, 2010 by and between Williams Partners L.P., a Delaware limited partnership (the “Partnership”), and Williams Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”).

REGISTRATION RIGHTS AGREEMENT dated as of February 17, 2012 by and between Williams Partners L.P. and Delphi Midstream Partners LLC
Registration Rights Agreement • March 2nd, 2012 • Williams Partners L.P. • Natural gas transmission • New York

REGISTRATION RIGHTS AGREEMENT, dated as of February 17, 2012 (this “Agreement”), by and between Williams Partners L.P., Delaware limited partnership (the “Partnership”) and Delphi Midstream Partners LLC, a Delaware limited liability company (“Seller”).

SECOND AMENDMENT TO CONTRIBUTION AGREEMENT
Contribution Agreement • May 8th, 2013 • Williams Partners L.P. • Natural gas transmission • Texas

THIS SECOND AMENDMENT TO CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of November 21, 2012 by and between Caiman Energy, LLC, a Delaware limited liability company (“Contributor”), and Williams Partners L.P., a Delaware limited partnership (“Acquirer”). Each of the parties to this Agreement is sometimes referred to individually in this Agreement as a “Party” and all of the parties to this Agreement are sometimes collectively referred to in this Agreement as the “Parties.”

COMMON UNIT REDEMPTION AGREEMENT
Common Unit Redemption Agreement • December 17th, 2007 • Williams Partners L.P. • Natural gas transmission • New York

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”).

WORKING CAPITAL LOAN AGREEMENT
Working Capital Loan Agreement • June 24th, 2005 • Williams Partners L.P. • Natural gas transmission • New York

AGREEMENT made ___, 2005 (the “Effective Date”), between The Williams Companies, Inc., a Delaware corporation, with principal offices at One Williams Center, Tulsa, Oklahoma 74172 (“Lender”) and Williams Partners L.P., a Delaware limited partnership with principal offices at One Williams Center, Tulsa, Oklahoma 74172 (“Borrower”) (this “Agreement”).

SECOND AMENDMENT to THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT for DISCOVERY PRODUCER SERVICES LLC
Limited Liability Company Agreement • August 6th, 2009 • Williams Partners L.P. • Natural gas transmission • Delaware

This Second Amendment (“this Amendment”) to the Third Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Discovery Producer Services LLC (the “Company”), is adopted, executed and agreed to by and among DCP Assets Holding, LP (“DCP Member”), a Delaware limited partnership and Williams Partners Operating LLC (“Williams Member”), a Delaware limited liability company, as all of the Members of the Company, pursuant to the authority granted in Section 11.2 of the Agreement. Capitalized terms used but not defined in this Amendment shall have the meaning assigned to such terms in the Agreement.

WILLIAMS PARTNERS L.P. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee FOURTH SUPPLEMENTAL INDENTURE Dated as of November 15, 2013 To INDENTURE Dated as of November 9, 2010 $600,000,000 4.500% Senior Notes due 2023 $400,000,000 5.800%...
Fourth Supplemental Indenture • November 18th, 2013 • Williams Partners L.P. • Natural gas transmission • New York

This FOURTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of November 15, 2013, between WILLIAMS PARTNERS L.P., a Delaware limited partnership (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 of America, as trustee (the “Trustee”).

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