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Exhibit 10.1
Execution Version
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 LLC
DATED AS OF DECEMBER 13, 2006
TABLE OF CONTENTS
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Page
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ARTICLE I DEFINITIONS; RECORDATION
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2
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1.1 Definitions
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2
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ARTICLE II CONCURRENT TRANSACTIONS
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3
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2.1 Distribution by WFSC of the Subject Interest
to WFSG
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3
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2.2 Distribution by WFSG of the Subject Interest
to WES
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3
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2.3 Contribution by WES of the Subject Interest
to the General Partner
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4
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2.4 Contribution by the General Partner of the
Subject Interest to the Partnership
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4
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2.5 Distribution of Cash Consideration
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4
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2.6 Increase in Capital Account of the General
Partner
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4
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2.7 Distribution of Additional General Partner
Units
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4
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2.8 Contribution by the Partnership of the
Subject Interest to the Operating Company
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4
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ARTICLE III ASSUMPTION OF CERTAIN
LIABILITIES
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5
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3.1 Assumption of Subject Liabilities by
WFSG
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5
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3.2 Assumption of Subject Liabilities by
WES
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5
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3.3 Assumption of Subject Liabilities by the
General Partner
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5
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3.4 Assumption of Subject Liabilities by the
Partnership
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5
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3.5 Assumption of Subject Liabilities by the
Operating Company
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6
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3.6 General Provisions Relating to Assumption of
Liabilities
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6
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ARTICLE IV FURTHER ASSURANCES
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6
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4.1 Further Assurances
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6
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4.2 Other Assurances
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7
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ARTICLE V MISCELLANEOUS
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7
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5.1 Order of Completion of
Transactions
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7
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5.2 Headings; References;
Interpretation
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7
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5.3 Successors and Assigns
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7
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5.4 No Third Party Rights
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7
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5.5 Counterparts
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8
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5.6 Governing Law
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8
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5.7 Assignment of Agreement
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8
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5.8 Amendment or Modification
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8
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5.9 Director and Officer Liability
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8
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5.10 Severability
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8
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5.11 Integration
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8
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5.12 Effect of Amendment
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8
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i
CONTRIBUTION, CONVEYANCE AND ASSUMPTION
AGREEMENT
THIS CONTRIBUTION, CONVEYANCE AND
ASSUMPTION AGREEMENT (this " Agreement ") dated as of
December 13, 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.
RECITALS
WHEREAS, the Transferor Parties
desire to contribute a 74.9% limited liability company membership
interest in Williams Four Corners LLC, a Delaware limited liability
company (" Four Corners "), to the Partnership
pursuant to the terms of the Purchase Agreement (as defined below)
and this Agreement, and the Partnership desires to accept all of
such interest in accordance with the terms of such agreements;
WHEREAS, in order to accomplish
the objectives and purposes in the preceding recital, and to effect
the intent of the Parties in connection with the consummation of
the transactions contemplated hereby, the following action has been
taken prior to the date hereof:
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1.
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WES, WFSG, WFSC, the General Partner, the
Partnership and the Operating Company entered into that certain
Purchase and Sale Agreement, dated November 16, 2006 (the
" Purchase Agreement "), pursuant to which the
Transferor Parties agreed to contribute a 74.9% limited liability
company membership interest in Four Corners (the " Subject
Interest ") to the Partnership.
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WHEREAS,
concurrently with the consummation of the transactions contemplated
hereby, each of the following shall occur:
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1.
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WFSC shall distribute the Subject Interest to
WFSG.
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2.
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WFSG shall distribute the Subject Interest to
WES.
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3.
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WES shall contribute the Subject Interest to the
General Partner as a contribution to the capital of the General
Partner.
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4.
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The General Partner shall contribute the Subject
Interest to the Partnership as a contribution to the capital of the
Partnership.
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5.
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As consideration for the contribution of the
Subject Interest by the General Partner to the Partnership, the
Partnership shall (i) pay the Cash Consideration (as defined
below) to the General Partner, (ii) increase the capital
account of the General Partner
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by the Additional GP Interest (as defined below)
and (iii) issue the Additional General Partner Units (as
defined below) to the General Partner.
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6.
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The Partnership shall contribute the Subject
Interest to the Operating Company as a contribution to the capital
of the Operating Company.
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NOW THEREFORE, in
consideration of their mutual undertakings and agreements set forth
herein and in the Purchase Agreement, the Parties undertake and
agree as follows:
ARTICLE I
DEFINITIONS; RECORDATION
1.1 Definitions . The
following capitalized terms have the meanings given below.
" Additional General
Partner Units " has the meaning assigned to such term in
the Purchase Agreement.
" Additional GP
Interest " has the meaning assigned to such term in the
Purchase Agreement.
" affiliate " means,
with respect to a specified person, any other person controlling,
controlled by or under common control with that first person. As
used in this definition, the term "control" includes (i) with
respect to any person having voting securities or the equivalent
and elected directors, managers or persons performing similar
functions, the ownership of or power to vote, directly or
indirectly, voting securities or the equivalent representing 50% or
more of the power to vote in the election of directors, managers or
persons performing similar functions, (ii) ownership of 50% or more
of the equity or equivalent interest in any person and
(iii) the ability to direct the business and affairs of any
person by acting as a general partner, manager or otherwise.
" Agreement " has
the meaning assigned to such term in the first paragraph of this
Agreement.
" Buyer Financing
Transactions " has the meaning assigned to such term in the
Purchase Agreement.
" Cash Consideration
" has the meaning assigned to such term in the Purchase
Agreement.
" Effective Date "
means December 13, 2006.
" Four Corners "
has the meaning assigned to such term in the recitals.
" General Partner "
has the meaning assigned to such term in the first paragraph of
this Agreement.
" Laws " means any
and all laws, statutes, ordinances, rules or regulations
promulgated by a governmental authority, orders of a governmental
authority, judicial decisions, decisions of arbitrators or
determinations of any governmental authority or court.
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" Operating Company
" has the meaning assigned to such term in the first paragraph of
this Agreement.
" Partnership " has
the meaning assigned to such term in the first paragraph of this
Agreement.
" Partnership
Agreement " means the Amended and Restated Agreement of
Limited Partnership, dated as of August 23, 2005, of the
Partnership, as amended by Amendment No. 1 thereto, dated
August 7, 2006, Amendment No. 2 thereto, dated
August 23, 2006, and Amendment No. 3, dated
December 13, 2006.
" Party and Parties
" have the meanings assigned to such terms in the first paragraph
of this Agreement.
" Prospectus
Supplement " means the prospectus supplement dated
December 6, 2006 (File No. 333-137562) and filed by the
Partnership with the Securities and Exchange Commission in
connection with the Buyer Financing Transactions.
" Purchase Agreement
" has the meaning assigned to such term in the recitals.
" Subject Interest
" has the meaning assigned to such term in the recitals.
" Subject Liabilities
" means all obligations and liabilities relating to the Subject
Interest.
" Transferor Parties
" has the meaning assigned to such term in the first paragraph of
this Agreement.
" WES " has the
meaning assigned to such term in the first paragraph of this
Agreement.
" WFSC " has the
meaning assigned to such term in the first paragraph of this
Agreement.
" WFSG " has the
meaning assigned to such term in the first paragraph of this
Agreement.
ARTICLE II
CONCURRENT TRANSACTIONS
2.1 Distribution by WFSC of
the Subject Interest to WFSG . WFSC hereby grants, distributes,
transfers, assigns and conveys to WFSG, its successors and assigns,
for its and their own use forever, the Subject Interest and WFSG
hereby accepts the distribution of the Subject Interest from
WFSC.
TO HAVE AND TO HOLD the Subject
Interest unto WFSG, its successors and assigns, together with all
and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in
this Agreement, forever.
2.2 Distribution by WFSG of
the Subject Interest to WES . WFSG hereby grants, distributes,
transfers, assigns and conveys to WES, its successors and assigns,
for its and their
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own use forever, the Subject Interest and WES hereby accepts the
distribution of the Subject Interest from WFSG.
TO HAVE AND TO HOLD the Subject
Interest unto WES, its successors and assigns, together with all
and singular the rights and appurtenances thereto in anywise
belonging, subject, however, to the terms and conditions stated in
this Agreement, forever.
2.3 Contribution by WES of the
Subject Interest to the General Partner . WES hereby grants,
contributes, transfers, assigns and conveys to the General Partner,
its successors and assigns, for its and their own use forever, the
Subject Interest and the General Partner hereby accepts the Subject
Interest from WES, as a contribution by WES to the capital of the
General Partner.
TO HAVE AND TO HOLD the Subject
Interest unto the General Partner, its successors and assigns,
together with all and singular the rights and appurtenances thereto
in anywise belonging, subject, however, to the terms and conditions
stated in this Agreement, forever.
2.4 Contribution by the
General Partner of the Subject Interest to the Partnership .
The General Partner hereby grants, contributes, transfers, assigns
and conveys to the Partnership, its successors and assigns, for its
and their own use forever, the Subject Interest, and the
Partnership hereby accepts the Subject Interest from the General
Partner, as a contribution by
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