AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PIPELINE PARTNERS L.P.Williams Pipeline Partners L.P. • January 30th, 2008 • Natural gas transmission • Delaware
THIS FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PIPELINE PARTNERS L.P. dated as of January 24, 2008, is entered into by and between Williams Pipeline GP LLC, a Delaware limited liability company, as the General Partner, and Williams Pipeline Services Company, a Delaware limited liability company (the “Organizational Limited Partner”), 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:
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, 2008General Partnership Agreement • January 30th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Delaware
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.”
OMNIBUS AGREEMENT AMONG WILLIAMS GAS PIPELINE COMPANY, LLC WILLIAMS PIPELINE GP LLC WILLIAMS PIPELINE PARTNERS L.P. WILLIAMS PIPELINE OPERATING LLC WILLIAMS PIPELINE PARTNERS HOLDINGS LLC AND (FOR PURPOSES OF ARTICLES IV AND V ONLY) THE WILLIAMS...Omnibus Agreement • January 30th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission
THIS OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein), among Williams Gas Pipeline Company, LLC, a Delaware limited liability company (“WGPC” or the “Williams Indemnitor”), Williams Pipeline GP LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Agreement (as defined herein), the “General Partner”), for itself and on behalf of the MLP in its capacity as general partner, Williams Pipeline Partners L.P., a Delaware limited partnership (the “MLP”), Williams Pipeline Operating LLC, a Delaware limited liability company (the “OLLC”), Williams Pipeline Partners Holdings LLC, a Delaware limited liability company (“MLP Holdings”), and, for purposes of Articles IV and V hereof only, The Williams Companies, Inc., a Delaware corporation (“Williams”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.”
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • January 30th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Oklahoma
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”).
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF WILLIAMS PIPELINE GP LLC A DELAWARE LIMITED LIABILITY COMPANYLimited Liability Company Agreement • January 30th, 2008 • Williams Pipeline Partners L.P. • Natural gas transmission • Delaware
Williams Gas Pipeline Company, LLC, a Delaware limited liability company, the sole member of Williams Pipeline GP LLC, a Delaware limited liability company organized pursuant to the Act (the “Company”), hereby declares the following writing and any amendments thereto to be the “Limited Liability Company Agreement” of the Company within the meaning of the Act as of this 24th day of January, 2008:
