WILLIAMS PARTNERS L.P. (Form: 10-K, Received: 02/25/2015 10:41:57)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Fiscal Year Ended December 31, 2014

[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission File No. 1-34831

Williams Partners L.P.

(Exact name of registrant as specified in its charter)

Delaware		20-2485124
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
One Williams Center
Tulsa, Oklahoma		74172-0172
(Address of principal executive offices)		(Zip Code)

(918) 573-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
Common Units Representing Limited Partner Interests		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [X] NO [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.

YES [ ] NO [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [X] NO [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [X] Accelerated Filer [ ] Non-accelerated Filer [ ] Smaller Reporting Company [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES [ ] NO [X]

The aggregate market value of our common units held by non-affiliates on June 30, 2014 was approximately $12,066,283,239.

As of February 13, 2015, there were 586,694,683 common units outstanding.

WILLIAMS PARTNERS L.P.

2014 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

PART I		Page
Item 1.	Business	1
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	39
Item 2.	Properties	39
Item 3.	Legal Proceedings	39
Item 4.	Mine Safety Disclosures	40
PART II
Item 5.	Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities	41
Item 6.	Selected Financial Data	43
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	45
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	73
Item 8.	Financial Statements and Supplementary Data	74
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	106
Item 9A.	Controls and Procedures	106
Item 9B.	Other Information	108
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	109
Item 11.	Executive Compensation	117
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Unitholder Matters	134
Item 13.	Certain Relationships and Related Transactions and Director Independence	137
Item 14.	Principal Accountant Fees and Services	142
PART IV
Item 15.	Exhibits and Financial Statement Schedules	143

PART I

Item 1. Business

WEBSITE ACCESS TO REPORTS AND OTHER INFORMATION

We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents electronically with the Securities and Exchange Commission (“SEC”) under the Exchange Act. These reports include, among other disclosures, information on any transactions we may engage in with our general partner and its affiliates and on fees and other amounts paid or accrued to our general partner and its affiliates. You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain such reports from the SEC’s Internet website at www.sec.gov.

Our Internet website is http://investor.williams.com/williams-partners-lp . We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. From time to time, we also post announcements, updates, events, investor information and presentations on our website in addition to copies of all recent press releases. Our Corporate Governance Guidelines, Code of Business Conduct and Ethics and the charters of our Audit Committee and Conflicts Committee of our general partner’s Board of Directors are also available on our website. We will also provide, free of charge, a copy of any of our governance documents listed above upon written request to our general partner’s Corporate Secretary at One Williams Center, Suite 4700, Tulsa, Oklahoma 74172. Our telephone number is 918-573-2000.

GENERAL

We are a growth-oriented publicly traded Delaware limited partnership. Prior to the Merger discussed below, we were principally focused on natural gas and natural gas liquids (“NGLs”) gathering, the first segment of midstream energy infrastructure that connects natural gas and NGL’s produced at the well head to third party takeaway pipelines. The following diagram illustrates this area of focus in the natural gas value chain:

As of December 31, 2014, The Williams Companies, Inc. (“Williams”) owned an approximate 49 percent limited partnership interest in us and all of our 2 percent general partner interest and incentive distribution rights (“IDRs”). Williams is an energy infrastruct ure company that trades on the NYSE under the symbol “WMB.”

MERGER WITH WILLIAMS PARTNERS L.P.

Pursuant to an Agreement and Plan of Merger dated as of October 24, 2014, the general partners of Williams Partners L.P. and Access Midstream Partners, L.P. agreed to combine those businesses and their general partners, with Williams Partners L.P. merging with and into Access Midstream Partners, L.P. and the Access Midstream Partners, L.P. general partner being the surviving general partner (the “Merger”). As further described below, following the consummation of the Merger on February 2, 2015, the name of the registrant was changed to Williams Partners L.P., and the name of its general partner was changed to WPZ GP LLC. For purposes of this Annual Report on Form 10-K and the financial statements included herein, references to Williams Partners L.P. (the “Partnership” or “Pre-merger ACMP”) pertain to ACMP as it existed prior to the consummation of the Merger, the “Merged Partnership” pertains to the entity as it exists after the consummation of the Merger, and “Pre-merger WPZ” pertains to the entity originally named Williams Partners L.P. prior to the consummation of the Merger.

In accordance with the terms of the Merger, each Pre-merger ACMP unitholder received 1.06152 Pre-merger ACMP units for each Pre-merger ACMP unit owned immediately prior to the Merger (“Pre-merger Unit Split”). In conjunction with the Merger, each Pre-merger WPZ common unit held by the public was exchanged for 0.86672 common units of Pre-merger ACMP (“Merger Exchange”). Each Pre-merger WPZ common unit held by Williams was exchanged for 0.80036 common units of Pre-merger ACMP. Prior to the closing of the Merger, the Class D limited partner units of Pre-merger WPZ, all of which were held by Williams, were converted into Pre-merger WPZ common units on a one-for-one basis pursuant to the terms of the partnership agreement of Pre-merger WPZ. All of the general partner interests of Pre-merger WPZ were converted into general partner interests of Pre-merger ACMP such that the general partner interest of Pre-merger ACMP represents 2.0 percent of the outstanding partnership interest. Following the Merger on February 2, 2015, Williams owned approximately 60 percent of the Merged Partnership, including the general partner interest and IDRs. Unless otherwise noted, all units discussed throughout this report are Pre-merger ACMP units before the Pre-merger Unit Split.

Prior to the Merger, Williams owned certain limited partnership interests in both Pre-merger WPZ and Pre-merger ACMP, as well as 100 percent of the general partners of both partnerships. As a result of its ownership of the general partners, Williams controlled both partnerships. Williams’ control of Pre-merger WPZ began with Pre-merger WPZ’s inception in 2005, while control of Pre-merger ACMP was achieved upon obtaining an additional 50 percent interest in its general partner effective July 1, 2014. Williams previously acquired 50 percent of the Pre-merger ACMP general partner in a separate transaction in 2012.

FINANCIAL INFORMATION ABOUT SEGMENTS

Part II, Item 8 — Financial Statements and Supplementary Data as well as Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations present information solely for Pre-merger ACMP.

BUSINESS SEGMENTS

Operations of our businesses are located in North America. We manage our business and analyze our results of operations on a segment basis. Subsequent to the Merger, our operations are divided into five business segments:

•

Access Midstream — this segment includes Pre-merger ACMP, which provides gathering, treating, and compression services to producers in the Marcellus and Utica shale plays, as well as the Eagle Ford, Haynesville, Barnett, Mid-Continent, and Niobrara areas. This segment also includes a 49 percent equity-method investment in Utica East Ohio Midstream, LLC (“UEOM”), and Appalachia Midstream Services, LLC (“Appalachia Midstream”), which owns an approximate average 45 percent interest in 11 gathering systems in the Marcellus Shale.

•

Northeast G&P — this segment includes natural gas gathering and processing and NGL fractionation businesses in the Marcellus and Utica shale regions, as well as a 69 percent equity investment in Laurel Mountain Midstream, LLC (“Laurel Mountain”) and a 58 percent equity investment in Caiman Energy II, LLC (“Caiman II”).

•

Atlantic-Gulf — this segment includes our interstate natural gas pipeline, Transcontinental Gas Pipeline Company, LLC (“Transco”), and significant natural gas gathering and processing and crude oil production handling and transportation in the Gulf Coast region, as well as a 50 percent equity investment in Gulfstream Natural Gas System, LLC (“Gulfstream”), a 41 percent interest in Constitution Pipeline Company, LLC (“Constitution”) (a consolidated entity), and a 60 percent equity investment in Discovery Producer Services, LLC (“Discovery”).

•	West — this segment includes our natural gas gathering, processing and treating operations in New Mexico, Colorado, and Wyoming and our interstate natural gas pipeline, Northwest Pipeline.

•

NGL & Petchem Services — this segment includes our 88.5 percent interest in an olefins production facility in Geismar, Louisiana, along with an RGP Splitter and various petrochemical and feedstock pipelines in the Gulf Coast region. Our Canadian assets include an oil sands offgas processing plant near Fort McMurray, Alberta, and an NGL/olefin fractionation facility and Butylene/Butane splitter (“B/B Splitter”) facility at Redwater, Alberta. This segment also includes an NGL fractionator near Conway, Kansas, and a 50 percent equity-method investment in Overland Pass Pipeline Company LLC (“OPPL”).

Detailed discussion of each of our business segments follows. For a discussion of our ongoing expansion projects related to Pre-merger ACMP, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Access Midstream

Our Access Midstream segment provides gathering, treating, and compression services to producers under long-term, fee-based contracts in Pennsylvania, West Virginia, Ohio, Louisiana, Texas, Arkansas, Oklahoma, Kansas, and Wyoming.

Prior to the Merger, Pre-merger ACMP segments were organized by region. The following table summarizes Pre-merger ACMP’s average daily throughput and assets for these regions as of and for the year ended December 31, 2014:

	Location	Average Throughput (Bcf/d) ₍₁₎	Approximate Length of Pipeline (Miles)	Gas Compression (Horsepower)
Barnett Shale	Texas	0.907	860	134,660
Eagle Ford Shale	Texas	0.321	947	104,157
Haynesville Shale	Louisiana	0.672	585	20,195
Marcellus Shale	Pennsylvania & West Virginia	1.214	940	136,090
Niobrara Shale	Wyoming	0.028	168	51,345
Utica Shale	Ohio	0.364	375	135,010
Mid-Continent	Texas, Oklahoma, Kansas, & Arkansas	0.555	2,865	108,284
Total		4.061	6,740	689,741

__________

(1)	Throughput in all regions represents net throughput allocated to our interest.

Bcf/d: One billion cubic feet of natural gas per day.

Utica East Ohio Midstream

UEOM is a joint project to develop infrastructure for the gathering, processing and fractionation of natural gas and NGLs in the Utica Shale play in Eastern Ohio. We, along with other equity owners, operate the infrastructure complex which consists of natural gas gathering and compression facilities, four processing plants with a total capacity of 800 MMcf per day, a 135,000 barrel per day NGL fractionation facility, approximately 600,000 barrels of NGL storage capacity and other ancillary assets, including loading and terminal facilities that are operated by our partner. These assets earn a fixed fee that escalates annually within a specified range. We own a 49 percent interest and UEOM is accounted for as an equity-method investment.

Appalachia Midstream

Through our wholly owned subsidiary Appalachia Midstream, we operate 100 percent of and own an approximate average 45 percent interest in 11 natural gas gathering systems that consist of approximately 906 miles of gathering pipeline in the Marcellus Shale region. The majority of our volumes in the region are gathered from northern Pennsylvania, southwestern Pennsylvania and the northwestern panhandle of West Virginia, in core areas of the Marcellus Shale. Appalachia Midstream operates the assets under long-term, 100 percent fixed fee gathering agreements

that include significant acreage dedications and cost of service mechanisms. The 11 gathering systems are separate investments with ownership percentages ranging from 33.75 percent to 67.5 percent and each gathering system is accounted for as an equity-method investment.

Northeast G&P

This segment includes our natural gas gathering and processing and NGL fractionation business in the Marcellus and Utica shale regions in Pennsylvania, West Virginia, New York, and Ohio that relate to Pre-merger WPZ operations.

The following tables summarize the significant operated assets of this segment as of December 31, 2014:

	Natural Gas Gathering Assets
			Inlet
		Pipeline	Capacity	Ownership
	Location	Miles	(Bcf/d)	Interest	Supply Basins

Ohio Valley	West Virginia	209	0.8	100%	Appalachian
Susquehanna Supply Hub	Pennsylvania & New York	325	2.5	100%	Appalachian
Laurel Mountain ⁽¹⁾	Pennsylvania	2,049	0.7	69%	Appalachian

_________

(1)	Statistics reflect 100 percent of the assets from the jointly owned investment that we operate; however, our financial statements report equity method income from this investment based on our equity ownership percentage.

	Natural Gas Processing Facilities
			NGL
		Inlet	Production
		Capacity	Capacity	Ownership
	Location	(Bcf/d)	(Mbbls/d)	Interest	Supply Basins

Fort Beeler	Marshall County, WV	0.5	62	100%	Appalachian
Oak Grove	Marshall County, WV	0.2	25	100%	Appalachian

In addition, we own and operate condensate stabilization, de-ethanization and fractionation facilities near our Oak Grove processing plant and an ethane transportation pipeline. Our two condensate stabilizers are capable of extracting more than 14 Mbbls/d of condensate from the natural gas stream. After natural gas liquids (NGLs) are extracted from the natural gas stream in our cryogenic processing plants, our Oak Grove de-ethanizer is capable of handling approximately 80 Mbbls/d of mixed NGLs to extract approximately 40 Mbbls/d of ethane. The residual mixed NGL stream from the de-ethanizer is then fractionated at our Moundsville fractionators, which are capable of handling more than 42 Mbbls/d per day of mixed NGLs. Ethane produced at our de-ethanizer is transported to markets via our 50-mile ethane pipeline from Oak Grove to Houston, Pennsylvania.

Laurel Mountain

We own a 69 percent equity interest in a joint venture, Laurel Mountain, that includes a gathering system that we operate in western Pennsylvania. Laurel Mountain has a long-term, dedicated, volumetric-based fee agreement, with exposure to natural gas prices, to gather the anchor customer’s production in the western Pennsylvania area of the Marcellus Shale.

Caiman II

We own a 58 percent equity interest in Caiman II. We, along with Caiman Energy, LLC and others are working to develop large-scale natural gas gathering and processing and the associated liquids infrastructure serving oil and gas producers in the Utica shale, primarily in Ohio and northwest Pennsylvania. Caiman II is engaged in the construction of the Blue Racer Midstream project, a joint project between Caiman II and Dominion to serve oil and gas producers in the Utica Shale, primarily in Ohio and Northwest Pennsylvania. Caiman II owns a 50 percent interest in the Blue Racer Midstream project whose assets include nearly 600 miles of large-diameter gathering pipelines that span the Utica Shale,

the Natrium complex in Marshall County, West Virginia, and a transmission pipeline connecting Natrium to the gathering system. The Natrium complex currently includes a 200 MMcf/d cryogenic processing plant and a 46,000 Bbls/d fractionator.

Operating Statistics

	2014	2013	2012
Volumes: ⁽¹⁾
Gathering (Tbtu)	788	606	340
Plant inlet natural gas volumes (Tbtu)	118	105	55
NGL production volumes (Mbbls/d) ⁽²⁾	12	9	7

__________

(1)	Excludes volumes associated with Partially Owned Entities.

(2)	Annual average Mbbls/d.

Atlantic-Gulf

This segment includes the Transco interstate natural gas pipeline that extends from the Gulf of Mexico to the eastern seaboard, as well as natural gas gathering, processing and treating, production handling, and NGL fractionation assets within the onshore, offshore shelf, and deepwater areas in and around the Gulf Coast states of Texas, Louisiana, Mississippi, and Alabama.

Transco

Transco is an interstate natural gas transmission company that owns and operates a 9,600-mile natural gas pipeline system extending from Texas, Louisiana, Mississippi and the offshore Gulf of Mexico through Alabama, Georgia, South Carolina, North Carolina, Virginia, Maryland, Delaware, Pennsylvania and New Jersey to the New York City metropolitan area. The system serves customers in Texas and 12 southeast and Atlantic seaboard states, including major metropolitan areas in Georgia, North Carolina, Washington, D.C., Maryland, New York, New Jersey and Pennsylvania.

At December 31, 2014, Transco’s system had a mainline delivery capacity of approximately 6.2 MMdth of natural gas per day from its production areas to its primary markets, including delivery capacity from the mainline to locations on its Mobile Bay Lateral. Using its Leidy Line along with market-area storage and transportation capacity, Transco can deliver an additional 4.5 MMdth of natural gas per day for a system-wide delivery capacity total of approximately 10.7 MMdth of natural gas per day. Transco’s system includes 45 compressor stations, four underground storage fields, and an LNG storage facility. Compression facilities at sea level-rated capacity total approximately 1.7 million horsepower.

Transco has natural gas storage capacity in four underground storage fields located on or near its pipeline system or market areas and operates two of these storage fields. Transco also has storage capacity in an LNG storage facility that we own and operate. The total usable gas storage capacity available to Transco and its customers in such underground storage fields and LNG storage facility and through storage service contracts is approximately 200 Bcf of natural gas. At December 31, 2014, our customers had stored in our facilities approximately 140 Bcf of natural gas. In addition, wholly owned subsidiaries of Transco operate and hold a 35 percent ownership interest in Pine Needle LNG Company, LLC, an LNG storage facility with 4 Bcf of storage capacity. Storage capacity permits Transco’s customers to inject gas into storage during the summer and off-peak periods for delivery during peak winter demand periods.

Gulfstream

Gulfstream is an interstate natural gas pipeline system extending from the Mobile Bay area in Alabama to markets in Florida. We own, through a subsidiary, a 50 percent equity interest in Gulfstream. Spectra Energy Corporation, through its subsidiary, Spectra Energy Partners, LP, owns the other 50 percent interest. We share operating responsibilities for Gulfstream with Spectra Energy Corporation.

Discovery

We own a 60 percent equity interest in and operate the facilities of Discovery. Discovery’s assets include a 600 MMcf/d cryogenic natural gas processing plant near Larose, Louisiana, a 32 Mbbls/d NGL fractionator plant near Paradis, Louisiana, and an offshore natural gas gathering and transportation system in the Gulf of Mexico. In 2014, Discovery

completed construction of the Keathley Canyon Connector, a deepwater lateral pipeline in the central deepwater Gulf of Mexico. The lateral pipeline is estimated to have the capacity to flow more than 400 MMcf/d and will accommodate the tie-in of other deepwater prospects.

Gathering & Processing Assets

The following tables summarize the significant operated assets of this segment as of December 31, 2014:

	Natural Gas Gathering Assets
			Inlet
		Pipeline	Capacity	Ownership
	Location	Miles	(Bcf/d)	Interest	Supply Basins
Canyon Chief & Blind Faith	Deepwater Gulf of Mexico	156	0.5	100%	Eastern Gulf of Mexico
Seahawk	Deepwater Gulf of Mexico	115	0.4	100%	Western Gulf of Mexico
Perdido Norte	Deepwater Gulf of Mexico	105	0.3	100%	Western Gulf of Mexico
Offshore shelf & other	Gulf of Mexico	46	0.2	100%	Eastern Gulf of Mexico
Offshore shelf & other	Gulf of Mexico	134	0.9	100%	Western Gulf of Mexico
Discovery ⁽¹⁾	Gulf of Mexico	573	1.0	60%	Central Gulf of Mexico

	Natural Gas Processing Facilities
			NGL
		Inlet	Production
		Capacity	Capacity	Ownership
	Location	(Bcf/d)	(Mbbls/d)	Interest	Supply Basins
Markham	Markham, TX	0.5	45	100%	Western Gulf of Mexico
Mobile Bay	Coden, AL	0.7	30	100%	Eastern Gulf of Mexico
Discovery ⁽¹⁾	Larose, LA	0.6	32	60%	Central Gulf of Mexico

_________

(1)	Statistics reflect 100 percent of the assets from the jointly owned investment that we operate; however, our financial statements report equity-method income from this investment based on our equity ownership percentage.

Crude Oil Transportation and Production Handling Assets

In addition to our natural gas assets, we own and operate four deepwater crude oil pipelines and own production platforms serving the deepwater in the Gulf of Mexico. Our offshore floating production platforms provide centralized services to deepwater producers such as compression, separation, production handling, water removal, and pipeline landings.

The following tables summarize our significant crude oil transportation pipelines and production handling platforms as of December 31, 2014:

	Crude Oil Pipelines

	Pipeline	Capacity	Ownership
	Miles	(Mbbls/d)	Interest	Supply Basins

Mountaineer & Blind Faith	172	150	100%	Eastern Gulf of Mexico
BANJO	57	90	100%	Western Gulf of Mexico
Alpine	96	85	100%	Western Gulf of Mexico
Perdido Norte	74	150	100%	Western Gulf of Mexico

	Production Handling Platforms

			Crude/NGL
		Gas Inlet	Handling
		Capacity	Capacity	Ownership
		(MMcf/d)	(Mbbls/d)	Interest	Supply Basins

Devils Tower		210	60	100%	Eastern Gulf of Mexico
Gulfstar I FPS		172	80	51%	Eastern Gulf of Mexico
Discovery Grand Isle 115 ⁽¹⁾		150	10	60%	Central Gulf of Mexico

_________

(1)	Statistics reflect 100 percent of the assets from the jointly owned investment that we operate; however, our financial statements report equity method income from this investment based on our equity ownership percentage.

Operating Statistics

	2014	2013	2012
Volumes: ⁽¹⁾
Interstate natural gas pipeline throughput (Tbtu)	3,455	3,153	2,774
Gathering (Tbtu)	59	137	163
Plant inlet natural gas (Tbtu)	243	270	303
NGL production (Mbbls/d) ⁽²⁾	37	34	42
NGL equity sales (Mbbls/d) ⁽²⁾	5	7	9
Crude oil transportation (Mbbls/d) ⁽²⁾	105	117	126

_____________

(1)	Excludes volumes associated with Partially Owned Entities.

(2)	Annual average Mbbls/d.

West

This segment includes the Northwest Pipeline interstate natural gas pipeline, as well as natural gas gathering and processing assets in Colorado, New Mexico, and Wyoming.

Northwest Pipeline

Northwest Pipeline LLC (“Northwest Pipeline”) is an interstate natural gas transmission company that owns and operates a natural gas pipeline system extending from the San Juan basin in northwestern New Mexico and southwestern Colorado through Colorado, Utah, Wyoming, Idaho, Oregon, and Washington to a point on the Canadian border near Sumas, Washington. Northwest Pipeline provides services for markets in Washington, Oregon, Idaho, Wyoming, Nevada, Utah, Colorado, New Mexico, California, and Arizona directly or indirectly through interconnections with other pipelines.

At December 31, 2014, Northwest Pipeline’s system, having long-term firm transportation and storage redelivery agreements of approximately 3.9 MMdth/d, was composed of approximately 3,900 miles of mainline and lateral transmission pipelines and 41 transmission compressor stations having a combined sea level-rated capacity of approximately 472,000 horsepower.

Northwest Pipeline owns a one-third interest in the Jackson Prairie underground storage facility in Washington and contracts with a third party for storage service in the Clay basin underground field in Utah. Northwest Pipeline also owns and operates an LNG storage facility in Washington. These storage facilities have an aggregate working gas storage capacity of 14.2 MMdth of natural gas, which is substantially utilized for third-party natural gas. These natural gas storage facilities enable Northwest Pipeline to balance daily receipts and deliveries and provide storage services to certain customers.

Gas Gathering & Processing Assets

The following tables summarize the significant operated assets of this segment as of December 31, 2014:

	Natural Gas Gathering Assets
			Inlet
		Pipeline	Capacity	Ownership
	Location	Miles	(Bcf/d)	Interest	Supply Basins
Rocky Mountain	Wyoming	3,587	1.1	100%	Wamsutter & SW Wyoming
Four Corners	Colorado & New Mexico	3,739	1.8	100%	San Juan
Piceance	Colorado	328	1.4	⁽¹⁾	Piceance

__________

(1)	We own 60 percent of a gathering system in the Ryan Gulch area, which we operate, with 140 miles of pipeline and 200 MMcf/d of inlet capacity. We own and operate 100 percent of the balance of the Piceance gathering system.

	Natural Gas Processing Facilities
			NGL
		Inlet	Production
		Capacity	Capacity	Ownership
	Location	(Bcf/d)	(Mbbls/d)	Interest	Supply Basins
Echo Springs	Echo Springs, WY	0.7	58	100%	Wamsutter
Opal	Opal, WY	1.1	43	100%	SW Wyoming
Willow Creek	Rio Blanco County, CO	0.5	30	100%	Piceance
Ignacio	Ignacio, CO	0.5	29	100%	San Juan
Parachute	Garfield County, CO	1.3	7	100%	Piceance
Kutz	Bloomfield, NM	0.2	12	100%	San Juan

In addition, we own and operate natural gas treating facilities in New Mexico and Colorado, which bring natural gas to specifications allowable by major interstate pipelines. At our Milagro treating facility, we use gas-driven turbines that have the capacity to produce 60 mega-watts per day of electricity which we primarily sell into the local electrical grid.

Operating Statistics

	2014	2013	2012
Volumes:
Interstate natural gas pipeline throughput (Tbtu)	687	717	658
Gathering volumes (Tbtu)	931	988	1,111
Plant inlet natural gas volumes (Tbtu)	1,023	1,174	1,281
NGL production volumes (Mbbls/d) ⁽¹⁾	79	100	160
NGL equity sales volumes (Mbbls/d) ⁽¹⁾	22	33	68

__________

(1)	Annual average Mbbls/d.

NGL & Petchem Services

Gulf Olefins

We have an 88.5 percent undivided interest and operatorship of the olefins production facility in Geismar, Louisiana, along with a refinery grade propylene splitter and pipelines in the Gulf region. Our olefins business also operates an ethylene storage hub at Mont Belvieu using leased third-party underground storage caverns.

Our olefins production facility has a total production capacity of 1.95 billion pounds of ethylene and 114 million pounds of propylene per year. Our feedstocks for the cracker are ethane and propane; as a result, these assets are primarily exposed to the price spread between ethane and propane, and ethylene and propylene, respectively. Ethane and propane are available for purchase from third parties and from affiliates. We own ethane and propane pipeline systems in Louisiana that provide feedstock transportation to the Geismar plant and other third-party crackers. We also own a pipeline that has the capacity to supply 12 Mbbls/d of ethane from Discovery’s Paradis fractionator to the Geismar plant.

The Geismar plant restarted in February 2015, following an explosion and fire that occurred in 2013. An expansion of the plant has also been completed and is planned to increase the facility’s ethylene production capacity by 600 million pounds per year. The plant is expected to continue to ramp up to the expanded capacity through March. Production during February and March is expected to be intermittent, resulting in limited financial contribution for the first quarter.

Our refinery grade propylene splitter has a production capacity of approximately 500 million pounds per year of propylene. At our propylene splitter, we purchase refinery grade propylene and fractionate it into polymer grade propylene and propane; as a result this asset is exposed to the price spread between those commodities.

As a merchant producer of ethylene and propylene, our product sales are to customers for use in making plastics and other downstream petrochemical products destined for both domestic and export markets.

Canadian Operations

Our Canadian operations include an oil sands offgas processing plant located near Fort McMurray, Alberta, and an NGL/olefin fractionation facility and B/B Splitter facility, both of which are located at Redwater, Alberta, which is near Edmonton, Alberta, and the Boreal Pipeline which transports NGLs and olefins from our Fort McMurray plant to our Redwater fractionation facility. We operate the Fort McMurray area processing plant and the Boreal Pipeline, while another party operates the Redwater facilities on our behalf. Our Fort McMurray area facilities extract liquids from the offgas produced by a third-party oil sands bitumen upgrader. Our arrangement with the third-party upgrader is a “keep-whole” type where we remove a mix of NGLs and olefins from the offgas and return the equivalent heating value to the third-party upgrader in the form of natural gas, as well as a profit share whereby a portion of the profit above a threshold is shared with the third party. We extract, fractionate, treat, store, terminal and sell the ethane/ethylene, propane, propylene, normal butane (“butane”), isobutane/butylene (“butylene”) and condensate recovered from this process. The commodity price exposure of this asset is the spread between the price for natural gas and the NGL and olefin products we produce. We continue to be the only NGL/olefins fractionator in western Canada and the only processor of oil sands upgrader offgas. Our extraction of liquids from upgrader offgas streams allows the upgraders to burn cleaner natural gas streams and reduces their overall air emissions.

The Fort McMurray extraction plant has processing capacity of 121 MMcf/d with the ability to recover 26 Mbbls/d of olefin and NGL products. Our Redwater fractionator has a liquids handling capacity of 26 Mbbls/d. The B/B Splitter, which has a production capacity of 3.7 Mbbls/d of butylene and 3.7 Mbbls/d of butane, further fractionates the butylene/butane mix produced at our Redwater fractionators into separate butylene and butane products, which receive higher values and are in greater demand. We also purchase small volumes of olefin/NGLs mixes from third-party gas processors, fractionate the olefins and NGLs at our Redwater plant and sell the resulting products. The Boreal Pipeline is a 261-mile pipeline in Canada that transports recovered NGLs and olefins from our extraction plant in Fort McMurray to our Redwater fractionation facility. The pipeline has an initial capacity of 43 Mbbls/d that can be increased to an ultimate capacity of 125 Mbbls/d with additional pump stations. Our products are sold within Canada and the United States.

Marketing Services

We market NGL products to a wide range of users in the energy and petrochemical industries. The NGL marketing business transports and markets our equity NGLs from the production at our processing plants, and also markets NGLs on behalf of third-party NGL producers, including some of our fee-based processing customers, and the NGL volumes owned by Discovery. The NGL marketing business bears the risk of price changes in these NGL volumes while they are being transported to final sales delivery points. In order to meet sales contract obligations, we may purchase products in the spot market for resale. Other than a long-term agreement to sell our equity NGLs transported on OPPL to ONEOK Hydrocarbon L.P., the majority of sales are based on supply contracts of one year or less in duration. Sales to ONEOK Hydrocarbon L.P., accounted for 5 percent, 9 percent, and 14 percent of Pre-merger WPZ’s consolidated revenues in 2014, 2013, and 2012, respectively.

In certain situations to facilitate our gas gathering and processing activities, we buy natural gas from our producer customers for resale.

We also market olefin products to a wide range of users in the energy and petrochemical industries. In order to meet sales contract obligations, we may purchase olefin products for resale.

Other NGL & Petchem Operations

We own interests in and/or operate NGL fractionation and storage assets. These assets include a 50 percent interest in an NGL fractionation facility near Conway, Kansas, with capacity of slightly more than 100 Mbbls/d and a 31.5 percent interest in another fractionation facility in Baton Rouge, Louisiana, with a capacity of 60 Mbbls/d. We also own approximately 20 million barrels of NGL storage capacity in central Kansas near Conway.

We own approximately 115 miles of pipelines in the Houston Ship Channel area which transport a variety of products including ethane, propane, ammonia, tertiary butyl alcohol, and other industrial products used in the petrochemical industry. We also own a tunnel crossing pipeline under the Houston Ship Channel. A portion of these pipelines are leased to third parties.

In addition, the first phase of the roughly 270-mile Bayou Ethane Pipeline, which operates between Texas and Louisiana, went into service in December 2014. The pipeline connects a 57-mile pipeline segment from Mount Belvieu to Port Arthur, Texas, and a 50-mile pipeline segment from Lake Charles, Louisiana, to Port Arthur. The pipeline provides ethane transportation capacity from fractionation and storage facilities in Mont Belvieu, Texas, to the WPZ Geismar olefins plant in south Louisiana and serves customers along the way. Phases 2 and 3 are planned to be brought into service in the second and fourth quarters of 2015, respectively.

We also own a 14.6 percent equity interest in Aux Sable and its Channahon, Illinois, gas processing and NGL fractionation facility near Chicago. The facility is capable of processing up to 2.1 Bcf/d of natural gas from the Alliance Pipeline system and fractionating approximately 102 Mbbls/d of extracted liquids into NGL products. Additionally, Aux Sable owns an 80 MMcf/d gas conditioning plant and a 12-inch, 83-mile gas pipeline infrastructure in North Dakota that provides additional NGLs to Channahon from the Bakken Shale in the Williston basin.

We also operate and own a 50 percent interest in OPPL. OPPL is capable of transporting 255 Mbbls/d and includes approximately 1,096 miles of NGL pipeline extending from Opal, Wyoming, to the Mid-Continent NGL market center near Conway, Kansas, along with extensions into the Piceance and Denver-Julesberg basins in Colorado. In 2013, a pipeline connection and capacity expansions were installed to accommodate volumes coming from the Bakken Shale in the Williston basin in North Dakota. Our equity NGL volumes from our two Wyoming plants and our Willow Creek facility in Colorado are dedicated for transport on OPPL under a long-term transportation agreement.

Operating Statistics

	2014	2013	2012
Geismar ethylene sales (millions of pounds)	—	467	1,058
Canadian propylene sales (millions of pounds)	143	118	153
Canadian NGL sales (millions of gallons)	218	123	118

Service Assets, Customers, and Contracts

Pre-Merger ACMP Business

These gathering systems collect natural gas and NGLs from unconventional plays. Revenues are generated through long-term, fixed-fee gas gathering, treating, compression and processing contracts, all of which limit our direct commodity price exposure. These contracts provide us with extensive acreage dedications and generally contain the following terms:

•	opportunity to connect drilling pads and wells of the counterparties to these agreements within our acreage dedications to our gathering systems in each applicable region;

•

fee redetermination or cost of service mechanisms in the majority of our regions that are designed to support a return on invested capital and allow our gathering rates to be adjusted, subject to specified caps in certain cases, to account for variability in volume, capital expenditures, compression and other expenses;

•	minimum volume commitments (“MVC”) in the Barnett Shale region and on the Mansfield system in the Haynesville Shale region which mitigate throughput volume variability; and

•	price escalators in certain regions that annually increase our gathering rates.

Our contract structure creates cash flow stability across all of our basins as reflected below:

	Barnett	Eagle Ford	Haynesville	Marcellus	Mid-Continent	Niobrara	Utica
Direct Commodity Price Exposure	100% Fixed Fee	100% Fixed Fee	100% Fixed Fee	100% Fixed Fee	100% Fixed Fee	100% Fixed Fee	100% Fixed Fee
Contract Structure	MVC & Fee Redetermina-tion	Cost of Service & Fee Tiers	Annual Fee Redetermina-tion / Fixed Fee with MVC & Fee Tiers	Cost of Service	Annual Fee Redetermina-tion	Cost of Service	Cost of Service (gathering) / Fixed Fee (processing)
Re-Contracting	20 Year Acreage Dedication	20 Year Acreage Dedication	10-20 Year Acreage Dedication	15 Year Acreage Dedication	20 Year Acreage Dedication	20 Year Acreage Dedication	15-20 Year Acreage Dedication
Volume Protection	10 Year MVC and Fee Redetermina-tions	Two Year Fee Tiers & Cost of Service	Annual Fee Redetermina-tion / 5 Year MVC & Fee Tiers	Cost of Service	Annual Fee Redetermina-tion	Cost of Service	Cost of Service (gathering only)
Inflation Protection	2.0% Fee Escalation	Cost of Service	2.5% Fee Escalation	Cost of Service	2.5% Fee Escalation	Cost of Service	Cost of Service (gathering); 1.5% Fee Escalation (processing)
Capital Protection	Fee Redetermina-tions	Cost of Service	Annual Fee Redetermina-tion (Springridge Only)	Cost of Service	Annual Fee Redetermina-tion	Cost of Service	Cost of Service (gathering only)

We continue to see a trend by our producer customers of shifting drilling activity from dry gas shale plays, such as those in the Barnett Shale region, to NGL-rich plays, such as the Eagle Ford, Marcellus, Niobrara, Utica and Mid-Continent regions. We believe this trend is likely to continue for the foreseeable future. Our contractual protections, of minimum volume commitments and rate redetermination, work to support our financial performance in the Barnett Shale and Haynesville Shale relative to decreases in production.

The expansion of our services into the Eagle Ford, Niobrara and Utica Shale regions expanded our opportunity to serve producer customers in liquids-rich areas, including entering the business line of processing natural gas and fractionation to produce NGLs. We expect that continued construction activity in 2015 will generate significant increased gathering, processing and fractionation capacity.

The natural gas price environment has generally resulted in lower drilling activity in our dry gas shale plays, resulting in fewer new well connections in certain of the areas in which we operate. We have no control over this activity. In addition, commodity price movements will affect production rates and the level of capital invested by our producer customers in the exploration for and development of new natural gas reserves. Our opportunity to connect new wells to our systems is dependent on natural gas producers and shippers.

For the years ended December 31, 2014, 2013 and 2012, Chesapeake Energy Corporation (“Chesapeake”) accounted for approximately 82 percent, 84 percent and 81 percent, respectively, of Pre-merger ACMP’s revenues.

Pre-merger WPZ Businesses

The assets acquired in the Merger primarily provide services for interstate natural gas transportation; gathering, processing, and treating; and crude oil transportation, production handling, and olefins production.

Interstate Natural Gas Pipeline Assets

Our interstate natural gas pipelines are subject to regulation by the FERC, and as such, our rates and charges for the transportation of natural gas in interstate commerce are subject to regulation. The rates are established through the FERC’s ratemaking process.

Our interstate natural gas pipelines transport and store natural gas for a broad mix of customers, including local natural gas distribution companies, municipal utilities, direct industrial users, electric power generators, and natural gas marketers and producers. We have firm transportation and storage contracts that are generally long-term contracts with various expiration dates and account for the major portion of our regulated businesses. Additionally, we offer storage services and interruptible firm transportation services under short-term agreements.

Gathering, Processing and Treating Assets

Our gathering systems receive natural gas from producers’ oil and natural gas wells and gather these volumes to gas processing, treating or redelivery facilities. Typically, natural gas, in its raw form, is not acceptable for transportation in major interstate natural gas pipelines or for commercial use as a fuel. Our treating facilities remove water vapor, carbon dioxide and other contaminants and collect condensate, but do not extract NGLs. We are generally paid a fee based on the volume of natural gas gathered and/or treated, generally measured in the Btu heating value.

In addition, natural gas contains various amounts of NGLs, which generally have a higher value when separated from the natural gas stream. Our processing plants extract the NGLs in addition to removing water vapor, carbon dioxide and other contaminants. NGL products include:

•	Ethane, primarily used in the petrochemical industry as a feedstock for ethylene production, one of the basic building blocks for plastics;

•	Propane, used for heating, fuel and as a petrochemical feedstock in the production of ethylene and propylene, another building block for petrochemical-based products such as carpets, packing materials and molded plastic parts;

•	Normal butane, isobutane and natural gasoline, primarily used by the refining industry as blending stocks for motor gasoline or as a petrochemical feedstock.

Our gas processing services generate revenues primarily from the following three types of contracts:

•

Fee-based: We are paid a fee based on the volume of natural gas processed, generally measured in the Btu heating value. Our customers are entitled to the NGLs produced in connection with this type of processing agreement. Beginning in 2013, a portion of our fee-based processing revenues includes a share of the margins on the NGLs produced. For the year ended December 31, 2014, 79 percent of the Pre-merger WPZ NGL production volumes were under fee-based contracts.

•

Keep-whole: Under keep-whole contracts, we (1) process natural gas produced by customers, (2) retain some or all of the extracted NGLs as compensation for our services, (3) replace the Btu content of the retained NGLs that were extracted during processing with natural gas purchases, also known as shrink replacement gas, and (4) deliver an equivalent Btu content of natural gas for customers at the plant outlet. NGLs we retain in connection with this type of processing agreement are referred to as our equity NGL production. Under these agreements, we have commodity price exposure on the difference between NGL and natural gas prices. For the year ended December 31, 2014, 19 percent of the Pre-merger WPZ NGL production volumes were under keep-whole contracts.

•

Percent-of-Liquids: Under percent-of-liquids processing contracts, we (1) process natural gas produced by customers, (2) deliver to customers an agreed-upon percentage of the extracted NGLs, (3) retain a portion of the extracted NGLs as compensation for our services, and (4) deliver natural gas to customers at the plant outlet. Under this type of contract, we are not required to replace the Btu content of the retained NGLs that were extracted during processing, and are therefore only exposed to NGL price movements. NGLs we retain in connection with this type of processing agreement are also referred to as our equity NGL production. For the year ended December 31, 2014, 2 percent of the Pre-merger WPZ NGL production volumes were under percent-of-liquids contracts.

Our gathering and processing agreements have terms ranging from month-to-month to the life of the producing lease. Generally, our gathering and processing agreements are long-term agreements.

Demand for gas gathering and processing services is dependent on producers’ drilling activities, which is impacted by the strength of the economy, natural gas prices, and the resulting demand for natural gas by manufacturing and industrial companies and consumers. Our gas gathering and processing customers are generally natural gas producers who have proved and/or producing natural gas fields in the areas surrounding our infrastructure. During 2014, our facilities gathered and processed gas for approximately 220 customers. Our top five gathering and processing customers accounted for approximately 50 percent of our gathering and processing revenue.

Demand for our equity NGLs is affected by economic conditions and the resulting demand from industries using these commodities to produce petrochemical-based products such as plastics, carpets, packing materials and blending stocks for motor gasoline and the demand from consumers using these commodities for heating and fuel. NGL products are currently the preferred feedstock for ethylene and propylene production, which has been shifting away from the more expensive crude-based feedstocks.

Key variables for our business will continue to be:

•	Retaining and attracting customers by continuing to provide reliable services;

•	Revenue growth associated with additional infrastructure either completed or currently under construction;

•	Disciplined growth in our core service areas and new step-out areas;

•	Producer drilling activities impacting natural gas supplies supporting our gathering and processing volumes;

•	Prices impacting our commodity-based activities.

Crude Oil Transportation and Production Handling Assets

Our crude oil transportation revenues are typically volumetric-based fee arrangements. However, a portion of our marketing revenues are recognized from purchase and sale arrangements whereby the oil that we transport is purchased and sold as a function of the same index-based price. Revenue sources have historically included a combination of fixed-fee, volumetric-based fee and cost reimbursement arrangements. Fixed fees associated with the resident production at our Devils Tower facility are recognized on a units-of-production basis. Fixed fees associated with the resident production at our Gulfstar One facility are recognized as the guaranteed capacity is made available.

Significant Service Revenues

Subsequent to the Merger, we expect revenues from regulated natural gas transportation and storage and gathering and processing to each exceed 10 percent of our consolidated revenues.

REGULATORY MATTERS

Gas Pipeline and Midstream Gathering

FERC

Our gas pipeline interstate transmission and storage activities are subject to FERC regulation under the Natural Gas Act of 1938 (“NGA”) and under the Natural Gas Policy Act of 1978, and, as such, its rates and charges for the transportation of natural gas in interstate commerce, its accounting, and the extension, enlargement or abandonment of its jurisdictional facilities, among other things, are subject to regulation. Each gas pipeline company holds certificates of public convenience and necessity issued by the FERC authorizing ownership and operation of all pipelines, facilities and properties for which certificates are required under the NGA. FERC Standards of Conduct govern how our interstate pipelines communicate and do business with gas marketing employees. Among other things, the Standards of Conduct require that interstate pipelines not operate their systems to preferentially benefit gas marketing functions.

FERC regulation requires all terms and conditions of service, including the rates charged, to be filed with and approved by the FERC before any changes can go into effect. Each of our interstate natural gas pipeline companies establishes its rates primarily through the FERC’s ratemaking process. Key determinants in the ratemaking process are:

•	Costs of providing service, including depreciation expense;

•	Allowed rate of return, including the equity component of the capital structure and related income taxes;

•	Contract and volume throughput assumptions.

The allowed rate of return is determined in each rate case. Rate design and the allocation of costs between the reservation and commodity rates also impact profitability. As a result of these proceedings, certain revenues previously collected may be subject to refund.

We also own interests in and operate two offshore transmission pipelines that are regulated by the FERC because they are deemed to transport gas in interstate commerce. Black Marlin Pipeline Company provides transportation service for offshore Texas production in the High Island area and redelivers that gas to intrastate pipeline interconnects near Texas City. Discovery provides transportation service for offshore Louisiana production from the South Timbalier, Grand Isle, Ewing Bank, and Green Canyon (deepwater) areas to an onshore processing facility and downstream interconnect points with major interstate pipelines. In addition, we own a 50 percent interest, and operate OPPL, which is an interstate natural gas liquids pipeline regulated by the FERC pursuant to the Interstate Commerce Act. OPPL provides transportation service pursuant to tariffs filed with the FERC.

Pipeline Safety

Our gas pipelines are subject to the Natural Gas Pipeline Safety Act of 1968, as amended, the Pipeline Safety Improvement Act of 2002, and the Pipeline Safety, Regulatory Certainty, and Jobs Creation Act of 2011 (“Pipeline Safety Act”), which regulates safety requirements in the design, construction, operation and maintenance of interstate natural gas transmission facilities. The United States Department of Transportation (“USDOT”) administers federal pipeline safety laws.

Federal pipeline safety laws authorize USDOT to establish minimum safety standards for pipeline facilities and persons engaged in the transportation of gas or hazardous liquids by pipeline. These safety standards apply to the design, construction, testing, operation, and maintenance of gas and hazardous liquids pipeline facilities affecting interstate or foreign commerce. USDOT has also established reporting requirements for operators of gas and hazardous liquid pipeline facilities, as well as provisions for establishing the qualification of pipeline personnel and requirements for managing the integrity of gas transmission and distribution lines and certain hazardous liquid pipelines. To ensure compliance with these provisions, USDOT performs pipeline safety inspections and has the authority to initiate enforcement actions.

Federal pipeline safety regulations contain an exemption that applies to gathering lines in certain rural locations. A substantial portion of our gathering lines qualify for that exemption and are currently not regulated under federal law. However, USDOT is completing a congressionally-mandated review of the adequacy of the existing federal and state regulations for gathering lines and has indicated that it may apply additional safety standards to rural gas gathering lines in the future.

States are preempted by federal law from regulating pipeline safety for interstate pipelines but most are certified by USDOT to assume responsibility for enforcing intrastate pipeline safety regulations and inspecting intrastate pipelines. In practice, because states can adopt stricter standards for intrastate pipelines than those imposed by the federal government for interstate lines, they vary considerably in their authority and capacity to address pipeline safety.

On January 3, 2012, the Pipeline Safety Act was enacted. The Pipeline Safety Act requires USDOT to complete a number of reports in preparation for potential rulemakings. The issues addressed in these rulemaking provisions include, but are not limited to, the use of automatic or remotely controlled shut-off valves on new or replaced transmission line facilities, modifying the requirements for pipeline leak detection systems, and expanding the scope of the pipeline integrity management requirements. USDOT is considering these and other provisions in the Pipeline Safety Act and has sought public comment on changes to the standards in its pipeline safety regulations.

Pipeline integrity regulations

We have developed an enterprise wide Gas Integrity Management Plan that we believe meets the United States Department of Transportation Pipeline and Hazardous Materials Safety Administration (“PHMSA”) final rule that was issued pursuant to the requirements of the Pipeline Safety Improvement Act of 2002. The rule requires gas pipeline operators to develop an integrity management program for gas transmission pipelines that could affect high consequence areas in the event of pipeline failure. The integrity management program includes a baseline assessment plan along with periodic reassessments to be completed within required time frames. In meeting the integrity regulations, we have identified high consequence areas and developed baseline assessment plans. We completed the assessments within the required time frames, with two exceptions which were reported to PHMSA. Ongoing periodic reassessments and initial assessments of any new high consequence areas are expected to be completed within the time frames required by the rule. We estimate that the cost to be incurred in 2015 associated with this program to be approximately $57 million, most of which we expect to be capital expenditures. Management considers the costs associated with compliance with the rule to be prudent costs incurred in the ordinary course of business and, therefore, recoverable through Northwest Pipeline’s and Transco’s rates.

We developed a Liquid Integrity Management Plan that we believe meets the PHMSA final rule that was issued pursuant to the requirements of the Pipeline Safety Improvement Act of 2002. The rule requires liquid pipeline operators to develop an integrity management program for liquid transmission pipelines that could affect high consequence areas (whether onshore or offshore) in the event of pipeline failure. The integrity management program includes a baseline assessment plan along with periodic reassessments to be completed within required time frames. In meeting the integrity regulations, we utilized government defined high consequence areas and developed baseline assessment plans. We completed assessments within the required time frames. We estimate that the cost to be incurred in 2015 associated with this program to be approximately $2 million, most of which we expect to be included in 2015 operating expenses. Ongoing periodic reassessments and initial assessments of any new high consequence areas are expected to be completed within the time frames required by the rule. Management considers the costs associated with compliance with the rule to be prudent costs incurred in the ordinary course of business.

State Gathering Regulation

Our onshore midstream gathering operations are subject to regulation by states in which we operate. Of the states where our midstream business gathers gas, currently only Texas and New York actively regulate gathering activities. Texas regulates gathering primarily through complaint mechanisms under which the state commission may resolve disputes involving an individual gathering arrangement. New York has specific regulations pertaining to the design, construction and operations of gathering lines in New York.

OCSLA

Our offshore midstream gathering is subject to the Outer Continental Shelf Lands Act (“OCSLA”). Although offshore gathering facilities are not subject to the NGA, offshore transmission pipelines are subject to the NGA, and in recent years the FERC has taken a broad view of offshore transmission, finding many shallow-water pipelines to be jurisdictional

transmission. Most offshore gathering facilities are subject to the OCSLA, which provides in part that outer continental shelf pipelines “must provide open and nondiscriminatory access to both owner and nonowner shippers.”

Olefins

Our olefins assets are regulated by the Louisiana Department of Environmental Quality, the Texas Railroad Commission, and various other state and federal entities regarding our liquids pipelines.

Our olefins assets are also subject to the liquid pipeline safety and integrity regulations previously discussed above since both Louisiana and Texas have adopted the integrity management regulations defined by PHMSA.

See Note 13 – Commitments and Contingencies of our Notes to Consolidated Financial Statements for further details on our regulatory matters. For additional information regarding regulatory matters, please also refer to “Risk Factors — "The operation of our businesses might also be adversely affected by changes in government regulations or in their interpretation or implementation, or the introduction of new laws or regulations applicable to our businesses or our customers."

ENVIRONMENTAL MATTERS

Our operations are subject to federal environmental laws and regulations as well as the state, local, and tribal laws and regulations adopted by the jurisdictions in which we operate. We could incur liability to governments or third parties for any unlawful discharge of pollutants into the air, soil, or water, as well as liability for cleanup costs. Materials could be released into the environment in several ways including, but not limited to:

•	Leakage from gathering systems, underground gas storage caverns, pipelines, processing or treating facilities, transportation facilities and storage tanks;

•	Damage to facilities resulting from accidents during normal operations;

•	Damages to onshore and offshore equipment and facilities resulting from storm events or natural disasters;

•	Blowouts, cratering and explosions.

In addition, we may be liable for environmental damage caused by former owners or operators of our properties.

We believe compliance with current environmental laws and regulations will not have a material adverse effect on our capital expenditures, earnings or competitive position. However, environmental laws and regulations could affect our business in various ways from time to time, including incurring capital and maintenance expenditures, fines and penalties, and creating the need to seek relief from the FERC for rate increases to recover the costs of certain capital expenditures and operation and maintenance expenses.

For additional information regarding the potential impact of federal, state, tribal or local regulatory measures on our business and specific environmental issues, please refer to “Risk Factors – Our operations are subject to environmental laws and regulations, including laws and regulations relating to climate change and greenhouse gas emissions, which may expose us to significant costs, liabilities and expenditures and could exceed expectations” and “Item 3. Legal Proceedings - Environmental” and “Environmental obligations” in Note 13 – Commitments and Contingencies of our Notes to Consolidated Financial Statements.

COMPETITION

Gathering and Processing

Generally, our gathering and processing agreements are long-term agreements and many include acreage dedication. We primarily face competition to the extent these agreements approach renewal or new volume opportunities arise. Competition for natural gas volumes is primarily based on reputation, commercial terms, reliability, service levels, location, available capacity, capital expenditures and fuel efficiencies. Our gathering and processing business competes with other midstream companies, interstate and intrastate pipelines, producers and independent gatherers and processors. We primarily compete with five to ten companies across all basins in which we provide services.

Interstate Natural Gas Pipelines

The natural gas industry has a highly-liquid competitive commodity market in natural gas and increasingly competitive markets for natural gas services, including competitive secondary markets in pipeline capacity. Large reserves of shale gas have been discovered, in many cases much closer to major market centers. As a result, pipeline capacity is being used more efficiently and competition among pipeline suppliers to connect growing supply to market has increased.

Local distribution company (“LDC”) and electric industry restructuring by states have affected pipeline markets. Pipeline operators are increasingly challenged to accommodate the flexibility demanded by customers and allowed under tariffs. The state plans have, in some cases, discouraged LDCs from signing long-term contracts for new capacity.

States have developed new plans that require utilities to encourage energy saving measures and diversify their energy supplies to include renewable sources. This has lowered the growth of residential gas demand. However, due to relatively low prices of natural gas, demand for electric power generation has increased.

These factors have increased the risk that customers will reduce their contractual commitments for pipeline capacity from traditional producing areas. Future utilization of pipeline capacity will depend on these factors and others impacting both U.S. and global demand for natural gas.

Olefins Production

Ethylene and propylene markets, and therefore our olefins business, compete in a worldwide marketplace. Due to our NGL feedstock position at Geismar, we expect to benefit from the lower cost position in North America versus other crude based feedstocks worldwide. The majority of North American olefins producers have significant downstream petrochemical manufacturing for plastics and other products. As such, they buy or sell ethylene and propylene as required. We operate as a merchant seller of olefins with no downstream manufacturing, and therefore can be either a supplier or a competitor at any given time to these other companies. We compete on the basis of service, price and availability of the products we produce.

For additional information regarding competition for our services or otherwise affecting our business, please refer to “Risk Factors - The long-term financial condition of our natural gas transportation and midstream businesses is dependent on the continued availability of natural gas supplies in the supply basins that we access and demand for those supplies in our traditional markets, “-Our industry is highly competitive and increased competitive pressure could adversely affect our business and operating results,” and “- We may not be able to replace, extend, or add additional customer contracts or contracted volumes on favorable terms, or at all, which could affect our financial condition, the amount of cash available to pay distributions, and our ability to grow.”

EMPLOYEES

We do not have any employees. We are managed and operated by the directors and officers of our general partner. At February 1, 2015, our general partner or its affiliates employed approximately 6,742 full-time employees, a substantial portion of which support our operations and provide services to us. Additionally, our general partner and its affiliates provide general and administrative services to us. For further information, please read “Item 10. Directors, Executive Officers and Corporate Governance” and “Item 13. Certain Relationships and Related Transactions, and Director Independence — Reimbursement of Expenses of our General Partner.”

FINANCIAL INFORMATION ABOUT GEOGRAPHIC AREAS

As of December 31, 2014, Pre-merger ACMP had no revenue or segment profit/loss attributable to international activities.

Item 1A. Risk Factors

FORWARD-LOOKING STATEMENTS AND CAUTIONARY STATEMENT FOR PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain matters contained in this report include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements relate to anticipated financial performance, management’s plans and objectives for future operations, business prospects, outcome of regulatory proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995.

All statements, other than statements of historical facts, included in this report that address activities, events or developments that we expect, believe or anticipate will exist or may occur in the future, are forward-looking statements. Forward-looking statements can be identified by various forms of words such as “anticipates,” “believes,” “seeks,” “could,” “may,” “should,” “continues,” “estimates,” “expects,” “forecasts,” “intends,” “might,” “goals,” “objectives,” “targets,” “planned,” “potential,” “projects,” “scheduled,” “will,” “assumes,” “guidance,” “outlook,” “in service date,” or other similar expressions. These forward-looking statements are based on management’s beliefs and assumptions and on information currently available to management and include, among others, statements regarding:

•	the levels of cash distributions to unitholders;

•	our and Williams’ (as defined below) future credit ratings;

•	amounts and nature of future capital expenditures;

•	expansion and growth of our business and operations;

•	financial condition and liquidity;

•	business strategy;

•	cash flow from operations or results of operations;

•	seasonality of certain business components;

•	natural gas, natural gas liquids and olefins prices, supply and demand; and

•	demand for our services.

Forward-looking statements are based on numerous assumptions, uncertainties, and risks that could cause future events or results to be materially different from those stated or implied in this report. Limited partner units are inherently different from the capital stock of a corporation, although many of the business risks to which we are subject are similar to those that would be faced by a corporation engaged in a similar business. You should carefully consider the risk factors discussed below in addition to the other information in this report. If any of the following risks were actually to occur, our business, results of operations and financial condition could be materially adversely affected. In that case, we might not be able to pay distributions on our common units, the trading price of our common units could decline, and unitholders could lose all or part of their investment. Many of the factors that will determine these results are beyond our ability to control or predict. Specific factors that could cause actual results to differ from results contemplated by the forward-looking statements include, among others, the following:

•	whether we have sufficient cash from operations to enable us to pay current and expected levels of cash distributions, if any, following establishment of cash reserves and payment of fees and expenses, including payments to our general partner;

•	availability of supplies, market demand, and volatility of prices;

•	inflation, interest rates and general economic conditions (including future disruptions and volatility in the global credit markets and the impact of these events on our customers and suppliers);

•	the strength and financial resources of our competitors and the effects of competition;

•	whether we are able to successfully identify, evaluate and execute investment opportunities;

•	the ability to acquire new businesses and assets and successfully integrate those operations and assets into our existing businesses, as well as successfully expand our facilities;

•	development of alternative energy sources;

•	the impact of operational and development hazards and unforeseen interruptions;

•	our ability to recover expected insurance proceeds related to the Geismar plant;

•	costs of, changes in, or the results of laws, government regulations (including safety and environmental regulations), environmental liabilities, litigation and rate proceedings;

•	our allocated costs for defined benefit pension plans and other postretirement benefit plans sponsored by our affiliates;

•	changes in maintenance and construction costs;

•	changes in the current geopolitical situation;

•	our exposure to the credit risks of our customers and counterparties;

•	risks related to financing, including restrictions stemming from our debt agreements, future changes in our credit ratings and the availability and cost of capital;

•	the amount of cash distributions from and capital requirements of our investments and joint ventures in which we participate;

•	risks associated with weather and natural phenomena, including climate conditions;

•	acts of terrorism, including cybersecurity threats and related disruptions;

•	additional risks described in our filings with the Securities and Exchange Commission.

Given the uncertainties and risk factors that could cause our actual results to differ materially from those contained in any forward-looking statement, we caution investors not to unduly rely on our forward-looking statements. We disclaim any obligations to and do not intend to update the above list or to announce publicly the result of any revisions to any of the forward-looking statements to reflect future events or developments.

In addition to causing our actual results to differ, the factors listed above and referred to below may cause our intentions to change from those statements of intention set forth in this report. Such changes in our intentions may also cause our results to differ. We may change our intentions, at any time and without notice, based upon changes in such factors, our assumptions, or otherwise.

Because forward-looking statements involve risks and uncertainties, we caution that there are important factors, in addition to those listed above, that may cause actual results to differ materially from those contained in the forward-looking statements. These factors are described in the following section.

RISK FACTORS

You should carefully consider the following risk factors in addition to the other information in this report. Each of these factors could adversely affect our business, operating results, and financial condition, as well as adversely affect the value of an investment in our securities.

Prices for NGLs, olefins, natural gas, oil and other commodities, are volatile and this volatility could adversely affect our financial results, cash flows, access to capital and ability to maintain our existing businesses.

Our revenues, operating results, future rate of growth and the value of certain components of our businesses depend primarily upon the prices of NGLs, olefins, natural gas, oil, or other commodities, and the differences between prices of these commodities and could be materially adversely affected by an extended period of current low commodity prices, or a further decline in commodity prices. Price volatility can impact both the amount we receive for our products and services and the volume of products and services we sell. Prices affect the amount of cash flow available for capital expenditures and our ability to borrow money or raise additional capital. Price volatility can also have an adverse effect on our business, results of operations, financial condition and cash flows and our ability to make cash distributions to unitholders.

The markets for NGLs, olefins, natural gas, oil and other commodities are likely to continue to be volatile. Wide fluctuations in prices might result from one or more factors beyond our control, including:

•	worldwide and domestic supplies of and demand for natural gas, NGLs, olefins, oil, and related commodities;

•	turmoil in the Middle East and other producing regions;

•	the activities of the Organization of Petroleum Exporting Countries;

•	the level of consumer demand;

•	the price and availability of other types of fuels or feedstocks;

•	the availability of pipeline capacity;

•	supply disruptions, including plant outages and transportation disruptions;

•	the price and quantity of foreign imports of natural gas and oil;

•	domestic and foreign governmental regulations and taxes; and

•	the credit of participants in the markets where products are bought and sold.

The long-term financial condition of our natural gas transportation and midstream businesses is dependent on the continued availability of natural gas supplies in the supply basins that we access and demand for those supplies in our traditional markets.

Our ability to maintain and expand our natural gas transportation and midstream businesses depends on the level of drilling and production by third parties in our supply basins. Production from existing wells and natural gas supply basins with access to our pipeline and gathering systems will naturally decline over time. The amount of natural gas reserves underlying these existing wells may also be less than anticipated, and the rate at which production from these reserves declines may be greater than anticipated. We do not obtain independent evaluations of natural gas and NGL reserves connected to our systems and processing facilities. Accordingly, we do not have independent estimates of total reserves dedicated to our systems or the anticipated life of such reserves. In addition, low prices for natural gas, regulatory limitations, or the lack of available capital could adversely affect the development and production of additional natural gas reserves, the installation of gathering, storage, and pipeline transportation facilities and the import and export of natural gas supplies. The competition for natural gas supplies to serve other markets could also reduce the amount of natural gas supply for our customers. A failure to obtain access to sufficient natural gas supplies will adversely impact our ability to maximize the capacities of our gathering, transportation and processing facilities.

Demand for our services is dependent on the demand for gas in the markets we serve. Alternative fuel sources such as electricity, coal, fuel oils or nuclear energy could reduce demand for natural gas in our markets and have an adverse effect on our business.

A failure to obtain access to sufficient natural gas supplies or a reduction in demand for our services in the markets we serve could result in impairments of our assets and have a material adverse effect on our business, financial condition and results of operations.

We may not be able to grow or effectively manage our growth.

As part of our growth strategy, we consider acquisition opportunities and engage in significant capital projects. We have both a project lifecycle process and an investment evaluation process. These are processes we use to identify, evaluate and execute on acquisition opportunities and capital projects. We may not always have sufficient and accurate information to identify and value potential opportunities and risks or our investment evaluation process may be incomplete or flawed. Regarding potential acquisitions, suitable acquisition candidates may not be available on terms and conditions we find acceptable or, where multiple parties are trying to acquire an acquisition candidate, we may not be chosen as the acquirer. If we are able to acquire a targeted business, we may not be able to successfully integrate the acquired businesses and realize anticipated benefits in a timely manner. Our growth may also be dependent upon the construction of new natural gas gathering, transportation, compression, processing or treating pipelines and facilities, NGL transportation, fractionation or storage facilities or olefins processing facilities, as well as the expansion of existing facilities. We also face all the risks associated with construction. These risks include the inability to obtain skilled labor, equipment, materials, permits, rights-of-way and other required inputs in a timely manner such that projects are completed on time and the risk that construction cost overruns could cause total project costs to exceed budgeted costs. Additional risks associated with growing our business include, among others, that:

•	changing circumstances and deviations in variables could negatively impact our investment analysis, including our projections of revenues, earnings and cash flow relating to potential investment targets, resulting in outcomes which are materially different than anticipated;

•	we could be required to contribute additional capital to support acquired businesses or assets;

•	w e may assume liabilities that were not disclosed to us, that exceed our estimates and for which contractual protections are either unavailable or prove inadequate;

•	acquisitions could disrupt our ongoing business, distract management, divert financial and operational resources from existing operations and make it difficult to maintain our current business standards, controls and procedures; and

•	acquisitions and capital projects may require substantial new capital, either by the issuance of debt or equity, and we may not be able to access capital markets or obtain acceptable terms.

If realized, any of these risks could have an adverse impact on our results of operations, including the possible impairment of our assets, and could also have an adverse impact on our financial position, cash flows and our ability to

make cash distributions to unitholders.

We do not own all of the interests in the Partially Owned Entities, which could adversely affect our ability to operate and control these assets in a manner beneficial to us.

Because we do not control the Partially Owned Entities, we may have limited flexibility to control the operation of or cash distributions received from these entities. The Partially Owned Entities’ organizational documents generally require distribution of their available cash to their members on a quarterly basis; however, in each case, available cash is reduced, in part, by reserves appropriate for operating the businesses. Following the closing of the Merger, our investments in the Partially Owned Entities accounted for approximately 8 percent of our total consolidated assets. Conflicts of interest may arise in the future between us, on the one hand, and our Partially Owned Entities, on the other hand, with regard to our Partially Owned Entities’ governance, business, and operations. If a conflict of interest arises between us and a Partially Owned Entity, other owners may control the Partially Owned Entity’s actions with respect to such matter (subject to certain limitations), which could be detrimental to our business. Any future disagreements with the other co-owners of these assets could adversely affect our ability to respond to changing economic or industry conditions, which could have a material adverse effect on our business, financial condition, results of operations and cash flows and our ability to make cash distributions to unitholders.

We may not have sufficient cash from operations to enable us to pay cash distributions or to maintain current or expected levels of cash distributions following establishment of cash reserves and payment of fees and expenses, including payments to our general partner.

We may not have sufficient cash each quarter to pay cash distributions or maintain current or expected levels of cash distributions. The actual amount of cash we can distribute on our common units principally depends upon the amount of cash we generate from our operations, which will fluctuate from quarter to quarter based on, among other things:

•	the amount of cash that our subsidiaries and the Partially Owned Entities distribute to us;

•	the amount of cash we generate from our operations, our working capital needs, our level of capital expenditures, and our ability to borrow;

•	the restrictions contained in our indentures and credit facility and our debt service requirements; and

•	the cost of acquisitions, if any.

Unitholders should be aware that the amount of cash we have available for distribution depends primarily on our cash flow, including cash reserves and working capital or other borrowings, and not solely on profitability, which will be affected by noncash items. As a result, we may make cash distributions during periods when we record losses, and we may not make cash distributions during periods when we record net income. A failure to pay distributions or to pay distributions at expected levels could result in a loss of investor confidence, reputational damage and a decrease in the value of our unit price.

We are required to deduct estimated maintenance capital expenditures from operating surplus, which may result in less cash available for distribution to unitholders than if actual maintenance capital expenditures were deducted.

Our partnership agreement requires us to deduct estimated, rather than actual, maintenance capital expenditures from operating surplus. The amount of estimated maintenance capital expenditures deducted from operating surplus is subject to review and change by our conflicts committee at least once a year. In years when our estimated maintenance capital expenditures are higher than actual maintenance capital expenditures, the amount of cash available for distribution to unitholders will be lower than if actual maintenance capital expenditures were deducted from operating surplus. If we underestimate the appropriate level of estimated maintenance capital expenditures, we may have less cash available for distribution in future periods when actual capital expenditures begin to exceed our previous estimates. Over time, if we do not set aside sufficient cash reserves or have available sufficient sources of financing or make sufficient expenditures to maintain our asset base, we will be unable to pay distributions at the anticipated level and could be required to reduce our distributions.

Our industry is highly competitive and increased competitive pressure could adversely affect our business and operating results.

We have numerous competitors in all aspects of our businesses, and additional competitors may enter our markets. Some of our competitors are large oil, natural gas and petrochemical companies that have greater access to supplies

of natural gas and NGLs than we do. In addition, current or potential competitors may make strategic acquisitions or have greater financial resources than we do, which could affect our ability to make strategic investments or acquisitions. Our competitors may be able to respond more quickly to new laws or regulations or emerging technologies or to devote greater resources to the construction, expansion or refurbishment of their facilities than we can. Similarly, a highly- liquid competitive commodity market in natural gas and increasingly competitive markets for natural gas services, including competitive secondary markets in pipeline capacity, have developed. As a result, pipeline capacity is being used more efficiently, and peaking and storage services are increasingly effective substitutes for annual pipeline capacity. Failure to successfully compete against current and future competitors could have a material adverse effect on our business, results of operations, financial condition and cash flows and our ability to make cash distributions to unitholders.

We may not be able to replace, extend, or add additional customer contracts or contracted volumes on favorable terms, or at all, which could affect our financial condition, the amount of cash available to pay distributions, and our ability to grow.

We rely on a limited number of customers and producers for a significant portion of our revenues and supply of natural gas and NGLs. Although many of our customers and suppliers are subject to long-term contracts, if we are unable to replace or extend such contracts, add additional customers, or otherwise increase the contracted volumes of natural gas provided to us by current producers, in each case on favorable terms, if at all, our financial condition, growth plans, and the amount of cash available to pay distributions could be adversely affected. Our ability to replace, extend, or add additional customer or supplier contracts, or increase contracted volumes of natural gas from current producers, on favorable terms, or at all, is subject to a number of factors, some of which are beyond our control, including:

•	the level of existing and new competition in our businesses or from alternative fuel sources, such as electricity, coal, fuel oils, or nuclear energy;

•

natural gas, NGL, and olefins prices, demand, availability and margins in our markets. Higher prices for energy commodities related to our businesses could result in a decline in the demand for those commodities and, therefore, in customer contracts or throughput on our pipeline systems. Also, lower energy commodity prices could result in a decline in the production of energy commodities resulting in reduced customer contracts, supply contracts, and throughput on our pipeline systems;

•	general economic, financial markets and industry conditions;

•	the effects of regulation on us, our customers and our contracting practices; and

•	our ability to understand our customers’ expectations, efficiently and reliably deliver high quality services and effectively manage customer relationships. The results of these efforts will impact our reputation and positioning in the market.

Some of our businesses, including our Access Midstream business, are exposed to supplier concentration risks arising from dependence on a single or a limited number of suppliers.

Some of our businesses may be dependent on a small number of suppliers for delivery of critical goods or services. For instance, pursuant to a compression services agreement, our Access Midstream business receives a substantial portion of its compression capacity on certain gathering systems from EXLP Operating LLC (“Exterran Operating”). Exterran Operating has, until December 31, 2020, the exclusive right to provide our Access Midstream business with compression services on certain gas gathering systems located in Wyoming, Texas, Oklahoma, Louisiana, Kansas and Arkansas, in return for the payment of specified monthly rates for the services provided, subject to an annual escalation provision. If a supplier on which we depend were to fail to timely supply required goods and services we may not be able to replace such goods and services in a timely manner or otherwise on favorable terms or at all. If we are unable to adequately diversify or otherwise mitigate such supplier concentration risks and such risks were realized, we could be subject to reduced revenues, increased expenses, which could have a material adverse effect on our financial condition, results of operation and cash flows and our ability to make cash distributions to unitholders .

We conduct certain operations through joint ventures that may limit our operational flexibility or require us to make additional capital contributions.

Some of our operations are conducted through joint venture arrangements, and we may enter additional joint ventures in the future. In a joint venture arrangement, we have less operational flexibility, as actions must be taken in accordance with the applicable governing provisions of the joint venture. In certain cases:

•	we have limited ability to influence or control certain day to day activities affecting the operations;

•	we cannot control the amount of capital expenditures that we are required to fund with respect to these operations;

•	we are dependent on third parties to fund their required share of capital expenditures;

•	we may be subject to restrictions or limitations on our ability to sell or transfer our interests in the jointly owned assets; and

•	we may be forced to offer rights of participation to other joint venture participants in the area of mutual interest.

In addition, our joint venture participants may have obligations that are important to the success of the joint venture, such as the obligation to pay substantial carried costs pertaining to the joint venture and to pay their share of capital and other costs of the joint venture. The performance and ability of third parties to satisfy their obligations under joint venture arrangements is outside our control. If these third parties do not satisfy their obligations under these arrangements, our business may be adversely affected. Our joint venture partners may be in a position to take actions contrary to our instructions or requests or contrary to our policies or objectives, and disputes between us and our joint venture partners may result in delays, litigation or operational impasses.

If we fail to make a required capital contribution under the applicable governing provisions of our joint venture arrangements, we could be deemed to be in default under the joint venture agreement. Our joint venture partners may be permitted to fund any deficiency resulting from our failure to make such capital contribution, which would result in a dilution of our ownership interest, or our joint venture partners may have the option to purchase all of our existing interest in the subject joint venture.

The risks described above or the failure to continue our joint ventures, or to resolve disagreements with our joint venture partners could adversely affect our ability to conduct our operation that is the subject of a joint venture, which could in turn negatively affect our financial condition and results of operations.

Our operations are subject to operational hazards and unforeseen interruptions.

There are operational risks associated with the gathering, transporting, storage, processing and treating of natural gas, the fractionation, transportation and storage of NGLs, the processing of olefins, and crude oil transportation and production handling, including:

•	aging infrastructure and mechanical problems;

•	damages to pipelines and pipeline blockages or other pipeline interruptions;

•	uncontrolled releases of natural gas (including sour gas), NGLs, olefins products, brine or industrial chemicals;

•	collapse or failure of storage caverns;

•	operator error;

•	damage caused by third-party activity, such as operation of construction equipment;

•	pollution and other environmental risks;

•	fires, explosions, craterings and blowouts;

•	truck and rail loading and unloading; and

•	operating in a marine environment.

Any of these risks could result in loss of human life, personal injuries, significant d amage to property, environmental pollution, impairment of our operations, loss of services to our customers, reputational damage and substantial losses to us. The location of certain segments of our facilities in or near populated areas, including residential areas, commercial business centers and industrial sites, could increase the level of damages resulting from these risks. An event such as those described above could have a material adverse effect on our financial condition and results of operations, particularly if the event is not fully covered by insurance.

We do not insure against all potential risks and losses and could be seriously harmed by unexpected liabilities or by the inability of our insurers to satisfy our claims.

In accordance with customary industry practice, we maintain insurance against some, but not all, risks and losses, and only at levels we believe to be appropriate. Williams currently maintains excess liability insurance with limits of $695 million per occurrence and in the annual aggregate with a $2 million per occurrence deductible. This insurance covers Williams, its subsidiaries, and certain of its affiliates, including us, for legal and contractual liabilities arising out of bodily injury or property damage, including resulting loss of use to third parties. This excess liability insurance includes coverage for sudden and accidental pollution liability for full limits, with the first $135 million of insurance also providing gradual pollution liability coverage for natural gas and NGL operations.

Although we maintain property insurance on certain physical assets that we own, lease or are responsible to insure, the policy may not cover the full replacement cost of all damaged assets or the entire amount of business interruption loss we may experience. In addition, certain perils may be excluded from coverage or be sub-limited. We may not be able to maintain or obtain insurance of the type and amount we desire at reasonable rates. We may elect to self - insure a portion of our risks. We do not insure our onshore underground pipelines for physical damage, except at certain locations such as river crossings and compressor stations. Offshore assets are covered for property damage when loss is due to a named windstorm event, but coverage for loss caused by a named windstorm is significantly sub-limited and subject to a large deductible. All of our insurance is subject to deductibles.

In addition to the insurance coverage described above, Williams is a member of Oil Insurance Limited (“OIL”), and we are an insured of OIL, an energy industry mutual insurance company, which provides coverage for damage to our property. As an insured of OIL, we are allocated a portion of shared losses and premiums in proportion to our assets. As an insured member of OIL, Williams shares in the losses among other OIL members even if its property is not damaged, and as a result, we may share in any such losses incurred by Williams.

The occurrence of any risks not fully covered by insurance could have a material adverse effect on our business, results of operations, financial condition, cash flows and our ability to repay our debt and make cash distributions to unitholders.

The time required to return our Geismar plant to full expanded production following the explosion and fire at the facility on June 13, 2013, and the amount and timing of insurance recoveries related such incident could be materially different than we anticipate and could cause our financial results and levels of distributions to be materially different than we project.

Our projections of financial results and expected levels of distributions are based on numerous assumptions and estimates including, but not limited to, the time required to return the Geismar plant to full expanded production and the amount and timing of insurance recoveries related to the June 13, 2013 explosion and fire at our Geismar plant. Our insurers continue to evaluate our claims and have raised questions around key assumptions involving our business interruption claim; as a result, the insurers have elected to make a partial payment pending further assessment of these issues. Although we currently expect to recover most of the limits under a $500 million insurance program related to the Geismar incident, there can be no assurance that we will recover the full policy limits. Our total receipts from our insurers to date are $296.25 million. Our financial results and levels of distributions could be materially different than we project if our assumptions and estimates related to the incident are materially different than actual outcomes.

Our assets and operations, as well as our customers’ assets and operations, can be adversely affected by weather and other natural phenomena.

Our assets and operations, especially those located offshore and our customers’ assets and operations, can be adversely affected by hurricanes, floods, earthquakes, landslides, tornadoes, fires and other natural phenomena and weather conditions, including extreme or unseasonable temperatures, making it more difficult for us to realize the historic rates of return associated with our assets and operations. A significant disruption in our or our customers’ operations or a significant liability for which we are not fully insured could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Acts of terrorism could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Given the volatile nature of the commodities we transport, process, store and sell, our assets and the assets of our customers and others in our industry may be targets of terrorist activities. A terrorist attack could create significant price volatility, disrupt our business, limit our access to capital markets or cause significant harm to our operations, such as full or partial disruption to our ability to produce, process, transport or distribute natural gas, NGLs or other commodities. Acts of terrorism as well as events occurring in response to or in connection with acts of terrorism could cause environmental repercussions that could result in a significant decrease in revenues or significant reconstruction or remediation costs, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows and on our ability to make cash distributions to unitholders.

Our business could be negatively impacted by security threats, including cybersecurity threats, and related disruptions.

We rely on our information technology infrastructure to process, transmit and store electronic information, including information we use to safely operate our assets. While we believe that we maintain appropriate information security policies, practices and protocols, we face cybersecurity and other security threats to our information technology infrastructure, which could include threats to our operational industrial control systems and safety systems that operate our pipelines, plants and assets. We could face unlawful attempts to gain access to our information technology infrastructure, including coordinated attacks from hackers, whether state-sponsored groups, “hacktivists,” or private individuals. The age, operating systems or condition of our current information technology infrastructure and software assets and our ability to maintain and upgrade such assets could affect our ability to resist cybersecurity threats. We could also face attempts to gain access to information related to our assets through attempts to obtain unauthorized access by targeting acts of deception against individuals with legitimate access to physical locations or information.

Breaches in our information technology infrastructure or physical facilities, or other disruptions including those arising from theft, vandalism, fraud or unethical conduct, could result in damage to our assets, unnecessary waste, safety incidents, damage to the environment, reputational damage, potential liability or the loss of contracts, and have a material adverse effect on our operations, financial position and results of operations.

The natural gas sales, transportation and storage operations of our gas pipelines are subject to regulation by the FERC, which could have an adverse impact on their ability to establish transportation and storage rates that would allow them to recover the full cost of operating their respective pipelines, including a reasonable rate of return.

In addition to regulation by other federal, state and local regulatory authorities, under the Natural Gas Act of 1938, interstate pipeline transportation and storage service is subject to regulation by the FERC. Federal regulation extends to such matters as:

•	transportation and sale for resale of natural gas in interstate commerce;

•	rates, operating terms, types of services and conditions of service;

•	certification and construction of new interstate pipelines and storage facilities;

•	acquisition, extension, disposition or abandonment of existing interstate pipelines and storage facilities;

•	accounts and records;

•	depreciation and amortization policies;

•	relationships with affiliated companies who are involved in marketing functions of the natural gas business; and

•	market manipulation in connection with interstate sales, purchases or transportation of natural gas.

Regulatory or administrative actions in these areas, including successful complaints or protests against the rates of the gas pipelines, can affect our business in many ways, including decreasing tariff rates and revenues, decreasing volumes in our pipelines, increasing our costs and otherwise altering the profitability of our pipeline business.

Our operations are subject to environmental laws and regulations, including laws and regulations relating to climate change and greenhouse gas emissions, which may expose us to significant costs, liabilities and expenditures that could exceed expectations.

Our operations are subject to extensive federal, state, tribal and local laws and regulations governing environmental protection, endangered and threatened species, the discharge of materials into the environment and the security of chemical and industrial facilities. Substantial costs, liabilities, delays and other significant issues related to environmental laws and regulations are inherent in the gathering, transportation, storage, processing and treating of natural gas, fractionation, transportation and storage of NGLs, processing of olefins, and crude oil transportation and production handling as well as waste disposal practices and construction activities. Failure to comply with these laws, regulations and permits may result in the assessment of administrative, civil and/or criminal penalties, the imposition of remedial obligations, the imposition of stricter conditions on or revocation of permits, the issuance of injunctions limiting or preventing some or all of our operations and delays in granting permits.

Joint and several, strict liability may be incurred without regard to fault under certain environmental laws and regulations, for the remediation of contaminated areas and in connection with spills or releases of materials associated with natural gas, oil and wastes on, under or from our properties and facilities. Private parties, including the owners of properties through which our pipeline and gathering systems pass and facilities where our wastes are taken

for reclamation or disposal, may have the right to pursue legal actions to enforce compliance as well as to seek damages for noncompliance with environmental laws and regulations or for personal injury or property damage arising from our operations. Some sites at which we operate are located near current or former third-party hydrocarbon storage and processing or oil and natural gas operations or facilities, and there is a risk that contamination has migrated from those sites to ours.

We are generally responsible for all liabilities associated with the environmental condition of our facilities and assets, whether acquired or developed, regardless of when the liabilities arose and whether they are known or unknown. In connection with certain acquisitions and divestitures, we could acquire, or be required to provide indemnification against, environmental liabilities that could expose us to material losses, which may not be covered by insurance. In addition, the steps we could be required to take to bring certain facilities into compliance could be prohibitively expensive, and we might be required to shut down, divest or alter the operation of those facilities, which might cause us to incur losses.

In addition, climate change regulations and the costs associated with the regulation of emissions of greenhouse gases (“GHGs”) have the potential to affect our business. Regulatory actions by the Environmental Protection Agency or the passage of new climate change laws or regulations could result in increased costs to (i) operate and maintain our facilities, (ii) install new emission controls on our facilities and (iii) administer and manage our GHG compliance program. If we are unable to recover or pass through a significant level of our costs related to complying with climate change regulatory requirements imposed on us, it could have a material adverse effect on our results of operations and financial condition. To the extent financial markets view climate change and GHG emissions as a financial risk, this could negatively impact our cost of and access to capital. Climate change and GHG regulation could also reduce demand for our services.

If third-party pipelines and other facilities interconnected to our pipelines and facilities become unavailable to transport natural gas and NGLs or to treat natural gas, our revenues and cash available to pay distributions could be adversely affected.

We depend upon third-party pipelines and other facilities that provide delivery options to and from our pipelines and facilities for the benefit of our customers. Because we do not own these third-party pipelines or other facilities, their continuing operation is not within our control. If these pipelines or facilities were to become temporarily or permanently unavailable for any reason, or if throughput were reduced because of testing, line repair, damage to pipelines or facilities, reduced operating pressures, lack of capacity, increased credit requirements or rates charged by such pipelines or facilities or other causes, we and our customers would have reduced capacity to transport, store or deliver natural gas or NGL products to end use markets or to receive deliveries of mixed NGLs, thereby reducing our revenues. Any temporary or permanent interruption at any key pipeline interconnect or in operations on third-party pipelines or facilities that would cause a material reduction in volumes transported on our pipelines or our gathering systems or processed, fractionated, treated or stored at our facilities could have a material adverse effect on our business, results of operations, financial condition and cash flows and our ability to make cash distributions to unitholders.

The operation of our businesses might be adversely affected by changes in government regulations or in their interpretation or implementation, or the introduction of new laws or regulations applicable to our businesses or our customers.

Public and regulatory scrutiny of the energy industry has resulted in the proposal and/or implementation of increased regulations. Such scrutiny has also resulted in various inquiries, investigations and court proceedings, including litigation of energy industry matters. Both the shippers on our pipelines and regulators have rights to challenge the rates we charge under certain circumstances. Any successful challenge could materially affect our results of operations.

Certain inquiries, investigations and court proceedings are ongoing. Adverse effects may continue as a result of the uncertainty of ongoing inquiries, investigations and court proceedings, or additional inquiries and proceedings by federal or state regulatory agencies or private plaintiffs. In addition, we cannot predict the outcome of any of these inquiries or whether these inquiries will lead to additional legal proceedings against us, civil or criminal fines and/or penalties, or other regulatory action, including legislation, which might be materially adverse to the operation of our business and our results of operations or increase our operating costs in other ways. Current legal proceedings or other matters, including environmental matters, suits, regulatory appeals and similar matters might result in adverse decisions against us which, among other outcomes, could result in the imposition of substantial penalties and fines and could damage our reputation. The result of such adverse decisions, either individually or in the aggregate, could be

material and may not be covered fully or at all by insurance.

In addition, existing regulations might be revised or reinterpreted, and new laws and regulations, including those pertaining to oil and gas hedging and cash collateral requirements, might be adopted or become applicable to us, our customers or our business activities. If new laws or regulations are imposed relating to oil and gas extraction, or if additional levels of reporting, regulation or permitting moratoria are required or imposed, including those related to hydraulic fracturing, the volumes of natural gas and other products that we transport, gather, process and treat could decline and our results of operations could be adversely affected.

Certain of our gas pipeline services are subject to long-term, fixed-price contracts that are not subject to adjustment, even if our cost to perform such services exceeds the revenues received from such contracts.

Our gas pipelines provide some services pursuant to long-term, fixed - price contracts. It is possible that costs to perform services under such contracts will exceed the revenues our pipelines collect for their services. Although most of the services are priced at cost-based rates that are subject to adjustment in rate cases, under FERC policy, a regulated service provider and a customer may mutually agree to sign a contract for service at a “negotiated rate” that may be above or below the FERC regulated cost-based rate for that service. These “negotiated rate” contracts are not generally subject to adjustment for increased costs that could be produced by inflation or other factors relating to the specific facilities being used to perform the services.

Our operating results for certain components of our business might fluctuate on a seasonal basis.

Revenues from certain components of our business can have seasonal characteristics. In many parts of the country, demand for natural gas and other fuels peaks during the winter. As a result, our overall operating results in the future might fluctuate substantially on a seasonal basis. Demand for natural gas and other fuels could vary significantly from our expectations depending on the nature and location of our facilities and pipeline systems and the terms of our natural gas transportation arrangements relative to demand created by unusual weather patterns.

We do not own all of the land on which our pipelines and facilities are located, which could disrupt our operations.

We do not own all of the land on which our pipelines and facilities have been constructed. As such, we are subject to the possibility of increased costs to retain necessary land use. In those instances in which we do not own the land on which our facilities are located, we obtain the rights to construct and operate our pipelines and gathering systems on land owned by third parties and governmental agencies for a specific period of time. In addition, some of our facilities cross Native American lands pursuant to rights-of-way of limited term. We may not have the right of eminent domain over land owned by Native American tribes. Our loss of these rights, through our inability to renew right-of-way contracts or otherwise, could have a material adverse effect on our business, results of operations, financial condition and cash flows and our ability to make cash distributions to unitholders.

Difficult conditions in the global financial markets and the economy in general could negatively affect our business and results of operations.

Our businesses may be negatively impacted by adverse economic conditions or future disruptions in global financial markets. Included among these potential negative impacts are industrial or economic contraction leading to reduced energy demand and lower prices for our products and services and increased difficulty in collecting amounts owed to us by our customers. If financing is not available when needed, or is available only on unfavorable terms, we may be unable to implement our business plans or otherwise take advantage of business opportunities or respond to competitive pressures. In addition, financial markets have periodically been affected by concerns over U.S. fiscal and monetary policies. These concerns, as well as actions taken by the U.S. federal government in response to these concerns, could significantly and adversely impact the global and U.S. economies and financial markets, which could negatively impact us in the manners described above.

As a publicly traded partnership, these developments could significantly impair our ability to make acquisitions or finance growth projects. We distribute all of our available cash to our unitholders on a quarterly basis. We typically rely upon external financing sources, including the issuance of debt and equity securities and bank borrowings, to fund acquisitions or expansion capital expenditures. Any limitations on our access to external capital, including limitations caused by illiquidity or volatility in the capital markets, may impair our ability to complete future acquisitions and construction projects on favorable terms, if at all. As a result, we may be at a competitive disadvantage as compared to businesses that reinvest all of their available cash to expand ongoing operations, particularly under adverse economic conditions.

A downgrade of our credit ratings, which are determined outside of our control by independent third parties, could impact our liquidity, access to capital, and our costs of doing business.

A downgrade of our credit ratings might increase our cost of borrowing and could require us to provide collateral to our counterparties, negatively impacting our available liquidity. In addition our ability to access capital markets could be limited by a downgrade of our credit ratings .

Credit rating agencies perform independent analysis when assigning credit ratings. This analysis includes a number of criteria such as business composition, market and operational risks, as well as various financial tests. Credit rating agencies continue to review the criteria for industry sectors and various debt ratings and may make changes to those criteria from time to time. Credit ratings are subject to revision or withdrawal at any time by the ratings agencies.

We are exposed to the credit risk of our customers and counterparties, and our credit risk management may not be adequate to protect against such risk.

We are subject to the risk of loss resulting from nonpayment and/or nonperformance by our customers and counterparties in the ordinary course of our business. Generally, our customers are rated investment grade, are otherwise considered creditworthy or are required to make prepayments or provide security to satisfy credit concerns. However, our credit procedures and policies may not be adequate to fully eliminate customer and counterparty credit risk. Our customers and counterparties include industrial customers, local distribution companies, natural gas producers and marketers whose creditworthiness may be suddenly and disparately impacted by, among other factors, commodity price volatility, deteriorating energy market conditions, and public and regulatory opposition to energy producing activities. If we fail to adequately assess the creditworthiness of existing or future customers and counterparties, unanticipated deterioration in their creditworthiness and any resulting increase in nonpayment and/or nonperformance by them could cause us to write down or write off doubtful accounts. Such write-downs or write-offs could negatively affect our operating results in the periods in which they occur, and, if significant, could have a material adverse effect on our business, results of operations, cash flows and financial condition and our ability to make cash distributions to unitholders.

Restrictions in our debt agreements and the amount of our indebtedness may affect our future financial and operating flexibility.

Following the closing of the Merger, our total outstanding long-term debt (which does not include commercial paper notes), was $16.3 billion, representing approximately 36 percent of our total book capitalization.

The agreements governing our indebtedness contain covenants that restrict our and our material subsidiaries’ ability to incur certain liens to support indebtedness and our ability to merge or consolidate or sell all or substantially all of our assets in certain circumstances. In addition, certain of our debt agreements contain various covenants that restrict or limit, among other things, our ability to make certain distributions during the continuation of an event of default and our and our material subsidiaries’ ability to enter into certain affiliate transactions and certain restrictive agreements and to change the nature of our business. Certain of our debt agreements also contain, and those we enter into in the future may contain, financial covenants and other limitations with which we will need to comply. Williams’ debt agreements contain similar covenants with respect to Williams and its subsidiaries, including in some cases us.

Our debt service obligations and the covenants described above could have important consequences. For example, they could:

•	make it more difficult for us to satisfy our obligations with respect to our indebtedness, which could in turn result in an event of default on such indebtedness;

•	impair our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions , general partnership purposes or other purposes;

•	diminish our ability to withstand a continued or future downturn in our business or the economy generally;

•	require us to dedicate a substantial portion of our cash flow from operations to debt service payments, thereby reducing the availability of cash for working capital, capital expenditures, acquisitions, the payment of distributions, general partnership purposes or other purposes; and

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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate, including limiting our ability to expand or pursue our business activities and preventing us from engaging in certain transactions that might otherwise be considered beneficial to us.

Our ability to comply with our debt covenants, to repay, extend, or refinance our existing debt obligations and to obtain future credit will depend primarily on our operating performance. Our ability to refinance existing debt obligations or obtain future credit will also depend upon the current conditions in the credit markets and the availability of credit generally. If we are unable to comply with these covenants, meet our debt service obligations or obtain future credit on favorable terms, or at all, we could be forced to restructure or refinance our indebtedness, seek additional equity capital or sell assets. We may be unable to obtain financing or sell assets on satisfactory terms, or at all.

Our failure to comply with the covenants in the documents governing our indebtedness could result in events of default, which could render such indebtedness due and payable. We may not have sufficient liquidity to repay our indebtedness in such circumstances. In addition, cross- default or cross-acceleration provisions in our debt agreements could cause a default or acceleration to have a wider impact on our liquidity than might otherwise arise from a default or acceleration of a single debt instrument. For more information regarding our debt agreements, please read “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

Our ability to obtain credit in the future could be affected by Williams’ credit ratings.

Substantially all of Williams’ operations are conducted through its subsidiaries. Williams’ cash flows are substantially derived from loans, dividends and distributions paid to it by its subsidiaries. Williams’ cash flows are typically utilized to service debt and pay dividends on the common stock of Williams, with the balance, if any, reinvested in its subsidiaries as loans or contributions to capital. Due to our relationship with Williams, our ability to obtain credit will be affected by Williams’ credit ratings. Williams has been assigned investment-grade credit ratings at two of the three ratings agencies and sub-investment-grade at the third rating agency. If Williams were to experience a deterioration in its credit standing or financial condition, our access to credit and our ratings could be adversely affected. Any future downgrading of a Williams credit rating could also result in a downgrading of our credit rating. A downgrading of a Williams credit rating could limit our ability to obtain financing in the future upon favorable terms, if at all.

Institutional knowledge residing with current employees nearing retirement eligibility or with our former employees might not be adequately preserved.

We expect that a significant percentage of employees will become eligible for retirement over the next several years. In certain areas of our business, institutional knowledge resides with employees who have many years of service. As these employees reach retirement age or their services are no longer available to Williams, Williams may not be able to replace them with employees of comparable knowledge and experience. In addition, Williams may not be able to retain or recruit other qualified individuals, and our efforts at knowledge transfer could be inadequate. If knowledge transfer, recruiting and retention efforts are inadequate, access to significant amounts of internal historical knowledge and expertise could become unavailable to us.

Our hedging activities might not be effective and could increase the volatility of our results.

In an effort to manage our financial exposure related to commodity price and market fluctuations, we have entered, and may in the future enter, into contracts to hedge certain risks associated with our assets and operations. In these hedging activities, we have used, and may in the future use, fixed-price, forward, physical purchase and sales contracts, futures, financial swaps and option contracts traded in the over-the-counter markets or on exchanges. Nevertheless, no single hedging arrangement can adequately address all risks present in a given contract. For example, a forward contract that would be effective in hedging commodity price volatility risks would not hedge the contract’s counterparty credit or performance risk. Therefore, unhedged risks will always continue to exist. While we attempt to manage counterparty credit risk within guidelines established by our credit policy, we may not be able to successfully manage all credit risk and as such, future cash flows and results of operations could be impacted by counterparty default.

Our investments and projects located outside of the United States expose us to risks related to the laws of other countries, and the taxes, economic conditions, fluctuations in currency rates, political conditions and policies of foreign governments. These risks might delay or reduce our realization of value from our international projects.

We currently own and might acquire and/or dispose of material energy-related investments and projects outside the United States. The economic, political and legal conditions and regulatory environment in the countries in which we have interests or in which we might pursue acquisition or investment opportunities present risks that are different

from or greater than those in the United States. These risks include, among others, delays in construction and interruption of business, as well as risks of renegotiation, trade sanctions or nullification of existing contracts and changes in law or tax policy, including with respect to the prices we realize for the commodities we produce and sell. The uncertainty of the legal environment in certain foreign countries in which we develop or acquire projects or make investments could make it more difficult to obtain nonrecourse project financing or other financing on suitable terms, could adversely affect the ability of certain customers to honor their obligations with respect to such projects or investments and could impair our ability to enforce our rights under agreements relating to such projects or investments.

Operations and investments in foreign countries also can present currency exchange rate and convertibility, inflation and repatriation risk. In certain situations under which we develop or acquire projects or make investments, economic and monetary conditions and other factors could affect our ability to convert to U.S. dollars our earnings denominated in foreign currencies. In addition, risk from fluctuations in currency exchange rates can arise when our foreign subsidiaries expend or borrow funds in one type of currency, but receive revenue in another. In such cases, an adverse change in exchange rates can reduce our ability to meet expenses, including debt service obligations. We may or may not put contracts in place designed to mitigate our foreign currency exchange risks. We have some exposures that are not hedged and which could result in losses or volatility in our results of operations.

Failure of our service providers or disruptions to our outsourcing relationships might negatively impact our ability to conduct our business.

We rely on Williams for certain services necessary for us to be able to conduct our business. Certain of Williams’ accounting and information technology functions that we rely on are currently provided by third party vendors, and sometimes from service centers outside of the United States. Services provided pursuant to these agreements could be disrupted. Similarly, the expiration of such agreements or the transition of services between providers could lead to loss of institutional knowledge or service disruptions. Our reliance on Williams and others as service providers and on Williams’ outsourcing relationships, and our limited ability to control certain costs, could have a material adverse effect on our business, results of operations and financial condition.

The execution of the integration strategy following the Merger may not be successful.

The ultimate success of the Merger will depend, in part, on the ability of the combined company to realize the anticipated benefits from combining these formerly separate businesses. Realizing the benefits of the Merger will depend in part on the effective integration of assets, operations, functions and personnel while maintaining adequate focus on our core businesses. Any expected cost savings, economies of scale, enhanced liquidity or other operational efficiencies, as well as revenue enhancement opportunities, or other synergies, may not occur.

Our management team expects to face challenges inherent in integrating certain Pre-merger Access Midstream operations into the West and Northeast G&P operating areas as well as integrating certain functions that support our business such as environmental, health and safety, engineering and construction and business development. If management is unable to minimize the potential disruption of our ongoing business and the distraction of management during the integration process, the anticipated benefits of the Merger may not be realized or may only be realized to a lesser extent than expected. In addition, the inability to successfully manage the integration could have an adverse effect on us.

The integration process could result in the loss of key employees, as well as the disruption of each of our ongoing businesses or the creation of inconsistencies in standards, controls, procedures and policies. Any or all of those occurrences could adversely affect our ability to maintain relationships with service providers, customers and employees or to achieve the anticipated benefits of the Merger.

Integration may also result in additional and unforeseen expenses, which could reduce the anticipated benefits of the Merger and materially and adversely affect our business, operating results and financial condition.

Our allocation from Williams for costs for its defined benefit pension plans and other postretirement benefit plans are affected by factors beyond our and Williams’ control.

As we have no employees, employees of Williams and its affiliates provide services to us. As a result, we are allocated a portion of Williams’ costs in defined benefit pension plans covering substantially all of Williams’ or its affiliates’ employees providing services to us, as well as a portion of the costs of other postretirement benefit plans covering certain eligible participants providing services to us. The timing and amount of our allocations under the

defined benefit pension plans depend upon a number of factors that Williams controls, including changes to pension plan benefits, as well as factors outside of Williams’ control, such as asset returns, interest rates and changes in pension laws. Changes to these and other factors that can significantly increase our allocations could have a significant adverse effect on our financial condition and results of operations.

Increases in interest rates could adversely impact our unit price, our ability to issue equity or incur debt for acquisitions or other purposes, and our ability to make cash distributions at our intended levels.

Interest rates may increase in the future. As a result, interest rates on future credit facilities and debt offerings could be higher than current levels, causing our financing costs to increase accordingly. As with other yield-oriented securities, our unit price will be impacted by the level of our cash distributions and implied distribution yield. The distribution yield is often used by investors to compare and rank yield-oriented securities for investment decision-making purposes. Therefore, changes in interest rates, either positive or negative, may affect the yield requirements of investors who invest in our units, and a rising interest rate environment could have an adverse impact on our unit price and our ability to issue equity or incur debt for acquisitions or other purposes and to make cash distributions at our intended levels.

Risks Inherent in an Investment in Us

Williams, through its ownership of Access Midstream Ventures, L.L.C. (“Access Midstream Ventures”), indirectly owns and controls our general partner, which has sole responsibility for conducting our business and managing our operations. Our general partner has limited duties to us and it and its affiliates, including Williams and Access Midstream Ventures, and may have conflicts of interest with us and may favor their own interests to the detriment of us and our common unitholders.

Access Midstream Ventures, which is owned and controlled by Williams, owns and controls our general partner and appoints all of the officers and directors of our general partner, some of whom are also officers and directors of Williams and Access Midstream Ventures. Although our general partner has a contractual duty when acting in its capacity as our general partner to act in a way that it believes is in our best interest, the directors and officers of our general partner have a fiduciary duty to manage our general partner in a manner that is beneficial to its sole member, Access Midstream Ventures, and Williams. Conflicts of interest may arise between Williams, Access Midstream Ventures and our general partner, on the one hand, and us and our unitholders, on the other hand. In resolving these conflicts of interest, our general partner may favor its own interests and the interests of Williams and/or Access Midstream Ventures over our interests and the interests of our common unitholders. These conflicts include the following situations, among others:

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Neither our partnership agreement nor any other agreement requires Williams or Access Midstream Ventures to pursue a business strategy that favors us. For example, Williams’ directors and officers have a fiduciary duty to make decisions in the best interests of the owners of Williams, which may be contrary to our best interests and the interests of our unitholders. Further, Williams is not a party to any agreement that prohibits it from competing against us in our gas gathering and processing operations and for gathering, processing and acquisition opportunities. It is possible that Williams could preclude us from pursuing opportunities in which Williams has a competitive interest.

•	Our general partner is allowed to take into account the interests of parties other than us, such as Williams or Access Midstream Ventures, in resolving conflicts of interest.

•	Our partnership agreement limits the liability of and reduces the duties owed by our general partner, and also restricts the remedies available to our unitholders for actions that, without the limitations, might constitute breaches of fiduciary duty.

•	Except in limited circumstances, our general partner has the power and authority to conduct our business without unitholder approval.

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Williams owns units representing approximately 59 percent of the limited partner interest in us. If a vote of our limited partners is required in which Williams is entitled to vote, Williams will be able to vote its units in accordance with its own interests, which may be contrary to our interests or the interests of our unitholders.

•	The executive officers and certain directors of our general partner devote significant time to our business and/or the business of Williams, and will be compensated by Williams for the services rendered to them.

•	Our general partner determines the amount and timing of asset purchases and sales, capital expenditures, borrowings, issuance of additional partnership securities and the creation, reduction or increase of reserves, each of which can affect the amount of cash that is distributed to our unitholders.

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Our general partner determines the amount and timing of any capital expenditures and, based on the applicable facts and circumstances and, in some instances, with the concurrence of the conflicts committee of its board of directors, whether a capital expenditure is classified as a maintenance capital expenditure, which reduces operating surplus, or an expansion capital expenditure, which does not reduce operating surplus. This determination can affect the amount of cash that is distributed to our unitholders and to our general partner with respect to its incentive distribution right.

•	Our general partner determines which costs incurred by it and its affiliates are reimbursable by us.

•	Our general partner may cause us to borrow funds in order to permit the payment of cash distributions, even if the purpose or effect of the borrowing is to make incentive distributions.

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Our partnership agreement permits us to classify up to $120 million as operating surplus, even if it is generated from asset sales, non-working capital borrowings or other sources that would otherwise constitute capital surplus. This cash may be used to fund distributions to our general partner in respect of its general partner interest or the incentive distribution rights.

•	Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered to us or entering into additional contractual arrangements with any of these entities on our behalf.

•	Our general partner, in certain circumstances, has limited liability regarding our contractual and other obligations and in some circumstances is required to be indemnified by us.

•	Our general partner may exercise its right to call and purchase all of the common units not owned by it and its affiliates if they own more than 80 percent of the common units.

•	Our general partner controls the enforcement of the obligations that it and its affiliates owe to us.

•	Our general partner decides whether to retain separate counsel, accountants or others to perform services for us.

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Our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to our general partner’s incentive distribution rights without the approval of the conflicts committee of the board of directors of our general partner or our unitholders. This election may result in lower distributions to our common unitholders in certain situations.

Our partnership agreement limits our general partner’s duties to unitholders and restricts the remedies available to such unitholders for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty.

Our partnership agreement contains provisions that modify and reduce the standards to which our general partner would otherwise be held by state fiduciary duty law. The limitation and definition of these duties is permitted by the Delaware law governing limited partnerships. In addition, our partnership agreement restricts the remedies available to holders of our limited partner units for actions taken by our general partner that might otherwise constitute breaches of fiduciary duty. For example, our partnership agreement:

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Permits our general partner to make a number of decisions in its individual capacity as opposed to in its capacity as our general partner. This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner. Examples include whether to exercise of its limited call right, how to exercise its voting rights with respect to the units it owns, whether to exercise its registration rights, its determination whether or not to consent to any merger or consolidation of the partnership or amendment to the partnership agreement, whether to elect to reset target distribution levels and how to allocate business opportunities among us and its affiliates;

•	Provides that our general partner will not have any liability to us or our unitholders for decisions made in its capacity as a general partner so long as it acted in good faith, meaning it believed the decision was in the best interests of our partnership;

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Generally provides that affiliate transactions and resolutions of conflicts of interest not approved by the conflicts committee of the board of directors of our general partner and not involving a vote of unitholders must be on terms no less favorable to us than those generally being provided to or available from unrelated third parties or be “fair and reasonable” to us, as determined by our general partner in good faith. In determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the totality of the relationships between the parties involved, including other transactions that may be particularly advantageous or beneficial to us;

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Provides that our general partner, its affiliates and their respective officers and directors will not be liable for monetary damages to us or our limited partners or assignees for any acts or omissions unless there has been a final and nonappealable judgment entered by a court of competent jurisdiction determining that our general partner or those other persons acted in bad faith or engaged in fraud or willful misconduct or, in the case of a criminal matter, acted with knowledge that such conduct was criminal;

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Provides that in resolving conflicts of interest, if Special Approval (as defined in our partnership agreement) is sought or if neither Special Approval nor unitholder approval is sought and the board of directors of our general partner determines that the resolution or course of action taken with respect to a conflict of interest satisfies certain standards set forth in our partnership agreement, it will be presumed that in making its decision our general partner or the conflicts committee of its board of directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or us, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption.

Common unitholders are bound by the provisions in our partnership agreement, including the provisions discussed above.

Affiliates of our general partner, including Williams, are not limited in their ability to compete with us and may exclude us from opportunities with which they are involved. In addition, all of the executive officers and certain of the directors of our general partner are also officers and/or directors of Williams, and these persons will owe fiduciary duties to Williams.

While our relationship with Williams and its affiliates is a significant attribute, it is also a source of potential conflicts. For example, Williams and its affiliates are in the natural gas business and are not restricted from competing with us. Williams and its affiliates may acquire, construct or dispose of natural gas industry assets in the future, some or all of which may compete with our assets, without any obligation to offer us the opportunity to purchase or construct such assets. In addition, all of the executive officers and certain of the directors of our general partner are also officers and/or directors of Williams and certain of its affiliates and will owe fiduciary duties to those entities.

Holders of our common units have limited voting rights and are not entitled to elect our general partner or its directors, which could reduce the price at which the common units will trade.

Unlike the holders of common stock in a corporation, unitholders have only limited voting rights on matters affecting our business and, therefore, limited ability to influence management’s decisions regarding our business. Unitholders will have no right to elect our general partner or its board of directors on an annual or other continuing basis. The board of directors of our general partner, including the independent directors, will be chosen entirely by Williams and not by the unitholders. Unlike publicly traded corporations, we will not conduct annual meetings of our unitholders to elect directors or conduct other matters routinely conducted at annual meetings of stockholders. As a result of these limitations, the price at which the common units will trade could be diminished because of the absence or reduction of a takeover premium in the trading price.

Cost reimbursements due to our general partner and its affiliates will reduce cash available to pay distributions to unitholders.

We will reimburse our general partner and its affiliates, including Williams, for various general and administrative services they provide for our benefit, including costs for rendering administrative staff and support services to us, and overhead allocated to us. Our general partner determines the amount of these reimbursements in its sole discretion. Payments for these services will be substantial and will reduce the amount of cash available for distributions to unitholders. In addition, under Delaware partnership law, our general partner has unlimited liability for our obligations, such as our debts and environmental liabilities, except for our contractual obligations that are expressly made without recourse to our general partner. To the extent our general partner incurs obligations on our behalf, we are obligated to reimburse or indemnify it. If we are unable or unwilling to reimburse or indemnify our general partner, our general partner may take actions to cause us to make payments of these obligations and liabilities. Any such payments could reduce the amount of cash otherwise available for distribution to our unitholders.

Even if public unitholders are dissatisfied, they have little ability to remove our general partner without the consent of Williams.

Furthermore, if our public unitholders are dissatisfied with the performance of our general partner, they will have little ability to remove our general partner. The vote of the holders of at least 66 2/3 percent of all outstanding limited partner units is required to remove our general partner. Following the closing of the Merger, Williams and its affiliates own approximately 59 percent of our outstanding limited partner units and, as a result, our public unitholders cannot remove our general partner without the consent of Williams.

The control of our general partner may be transferred to a third party without unitholder consent.

Our general partner may transfer its general partner interest to a third party in a merger or in a sale of all or substantially all of its assets without the consent of the unitholders. Furthermore, our partnership agreement effectively permits a change of control without unitholder consent. The new owner of our general partner would then be in a position to replace our general partner’s board of directors and officers with its own designees and thereby exert significant control over the decisions made by the board of directors and officers.

We may issue additional common units without unitholder approval, which would dilute unitholder ownership interests.

Our partnership agreement does not limit the number of additional limited partner interests that we may issue at any time without the approval of unitholders. The issuance by us of additional common units or other equity securities of equal or senior rank, or classes of securities which ultimately convert into common units, will have the following effects:

•	our unitholders’ proportionate ownership interest in us will decrease;

•	the amount of cash available to pay distributions on each unit may decrease;

•	the ratio of taxable income to distributions may decrease;

•	the relative voting strength of each previously outstanding unit may be diminished; and

•	the market price of the common units may decline.

The existence and eventual sale of common units or securities convertible into common units, whether held by Williams or which may be issued in acquisitions and eligible for future sale, may adversely affect the price of our common units.

Williams holds 339,664,088 common units, representing approximately 58 percent of our common units outstanding. Williams may, from time to time, sell all or a portion of its common units. We may issue additional common units to unaffiliated third parties in connection with future acquisitions. Sales of substantial amounts of common units by Williams or third parties, or the anticipation of such sales, could lower the market price of our common units and may make it more difficult for us to sell our equity securities in the future at a time and at a price that we deem appropriate.

Our general partner may elect to cause us to issue common units to it in connection with a resetting of the target distribution levels related to its incentive distribution rights, without the approval of the conflicts committee of its board of directors or the holders of our common units. This could result in lower distributions to holders of our common units.

Our general partner has the right, at any time when there are no subordinated units outstanding and it has received incentive distributions at the highest level to which it is entitled (48 percent) for each of the prior four consecutive fiscal quarters, to reset the initial target distribution levels at higher levels based on our distributions at the time of the exercise of the reset election. Following a reset election by our general partner, the minimum quarterly distribution will be adjusted to equal the reset minimum quarterly distribution, and the target distribution levels will be reset to correspondingly higher levels based on percentage increases above the reset minimum quarterly distribution.

If our general partner elects to reset the target distribution levels, it will be entitled to receive a number of common units and general partner units. The number of common units to be issued to our general partner will equal the number of common units which would have entitled the holder to an average aggregate quarterly cash distribution in the prior two quarters equal to the average of the distributions to our general partner on the incentive distribution rights in the prior two quarters. Our general partner’s general partner interest in us (currently two percent) will be maintained at the percentage that existed immediately prior to the reset election. We anticipate that our general partner would exercise this reset right in order to facilitate acquisitions or internal growth projects that would not be sufficiently accretive to cash distributions per common unit without such conversion. It is possible, however, that our general partner could exercise this reset election at a time when it is experiencing, or expects to experience, declines in the cash distributions it receives related to its incentive distribution rights and may, therefore, desire to be issued common units rather than retain the right to receive incentive distributions based on the initial target distribution levels. As a result, a reset

election may cause our common unitholders to experience a reduction in the amount of cash distributions that our common unitholders would have otherwise received had we not issued new common units to our general partner in connection with resetting the target distribution levels.

Our general partner has a limited call right that may require unitholders to sell their common units at an undesirable time or price.

Pursuant to our partnership agreement, if at any time our general partner and its affiliates own more than 80 percent of the common units, our general partner will have the right, but not the obligation, to acquire all, but not less than all, of the common units held by unaffiliated persons at a price not less than their then-current market price. Our general partner may assign this right to any of its affiliates or to us. As a result, nonaffiliated unitholders may be required to sell their common units at an undesirable time or price and may not receive any return on their investment. Such unitholders may also incur a tax liability upon a sale of their units. Our general partner is not obligated to obtain a fairness opinion regarding the value of the common units to be repurchased by it upon exercise of the limited call right. There is no restriction in our partnership agreement that prevents our general partner from exercising its call right. If our general partner exercised its limited call right, the effect would be to take us private and, if the units were subsequently deregistered under the Exchange Act, we would no longer be subject to the reporting requirements of such Act.

Our partnership agreement restricts the voting rights of unitholders owning 20 percent or more of our common units.

Our partnership agreement restricts unitholders’ voting rights by providing that any units held by a person that owns 20 percent or more of any class of units then outstanding, other than our general partner, its affiliates, their direct transferees and their indirect transferees approved by our general partner (which approval may be granted in its sole discretion) and persons who acquired such units with the prior approval of our general partner, cannot vote on any matter. The partnership agreement also contains provisions limiting the ability of unitholders to call meetings, to acquire information about our operations and to influence the manner or direction of management.

Your liability may not be limited if a court finds that unitholder action constitutes control of our business.

A general partner of a partnership generally has unlimited liability for the obligations of the partnership, except for those contractual obligations of the partnership that are expressly made without recourse to the general partner. Our partnership is organized under Delaware law and we conduct business in a number of other states. The limitations on the liability of holders of limited partner interests for the obligations of a limited partnership have not been clearly established in some of the other states in which we do business. You could be liable for any and all of our obligations as if you were a general partner if a court or government agency were to determine that:

•	we were conducting business in a state but had not complied with that particular state’s partnership statute; or

•	your rights to act with other unitholders to remove or replace the general partner, to approve some amendments to our partnership agreement or to take other actions under our partnership agreement constitute “control” of our business.

Unitholders may have liability to repay distributions that were wrongfully distributed to them.

Under certain circumstances, unitholders may have to repay amounts wrongfully returned or distributed to them. Under Section 17-607 of the Delaware Revised Uniform Limited Partnership Act, we may not make a distribution to you if the distribution would cause our liabilities to exceed the fair value of our assets. Delaware law provides that for a period of three years from the date of the impermissible distribution, limited partners who received the distribution and who knew at the time of the distribution that it violated Delaware law will be liable to the limited partnership for the distribution amount. Substituted limited partners are liable for the obligations of the assignor to make contributions to the partnership that are known to the substituted limited partner at the time it became a limited partner and for unknown obligations if the liabilities could be determined from the partnership agreement. Liabilities to partners on account of their partnership interest and liabilities that are nonrecourse to the partnership are not counted for purposes of determining whether a distribution is permitted.

Tax Risks

Our tax treatment depends on our status as a partnership for U.S. federal income tax purposes, as well as our not being subject to a material amount of entity-level taxation by states and localities. If the IRS were to treat us as a corporation for U.S. federal income tax purposes or if we were to become subject to a material amount of entity-level taxation for state or local tax purposes, then our cash available for distribution to unitholders would be substantially reduced.

The anticipated after-tax economic benefit of an investment in the common units depends largely on our being treated as a partnership for U.S. federal income tax purposes. We have not requested a ruling from the IRS with respect to our treatment as a partnership for U.S. federal income tax purposes.

Despite the fact that we are a limited partnership under Delaware law, it is possible in certain circumstances for a partnership such as ours to be treated as a corporation for U.S. federal income tax purposes. A change in our business or a change in current law could cause us to be treated as a corporation for U.S. federal income tax purposes or otherwise subject us to taxation as an entity.

If we were treated as a corporation for U.S. federal income tax purposes, we would pay U.S. federal income tax on our taxable income at the corporate tax rate, which currently has a top marginal rate of 35 percent, and would likely pay state and local income tax at varying rates. Distributions to unitholders would generally be taxed again as corporate distributions, and no income, gains, losses, deductions or credits would flow through to unitholders. Because a tax would be imposed upon us as a corporation, our cash available to pay distributions to unitholders would be substantially reduced. In addition, changes in current state law may subject us to additional entity-level taxation by individual states. Because of widespread state budget deficits and other reasons, several states are evaluating ways to subject partnerships to entity-level taxation through the imposition of state income, franchise or other forms of taxation. If any state were to impose a tax upon us as an entity, the cash available for distributions to unitholders would be reduced. Therefore, if we were treated as a corporation for U.S. federal income tax purposes or otherwise subjected to a material amount of entity-level taxation, there would be a material reduction in the anticipated cash flow and after-tax return to unitholders, likely causing a substantial reduction in the value of the common units.

Our partnership agreement provides that if a law is enacted or existing law is modified or interpreted in a manner that subjects us to taxation as a corporation or otherwise subjects us to entity-level taxation for U.S. federal, state or local income tax purposes, then the minimum quarterly distribution amount and the target distribution amounts will be adjusted to reflect the impact of that law on us.

The U.S. federal income tax treatment of publicly traded partnerships or an investment in our common units could be subject to potential legislative, judicial or administrative changes and differing interpretations, possibly on a retroactive basis.

The present U.S. federal income tax treatment of publicly traded partnerships, including us, or an investment in our common units may be modified by administrative, legislative or judicial interpretation at any time. For example, the Obama administration’s budget proposal for fiscal year 2016 recommends that certain publicly traded partnerships earning income from activities related to fossil fuels be taxed as corporations beginning in 2021. From time to time, members of Congress propose and consider such substantive changes to the existing U.S. federal income tax laws that affect certain publicly traded partnerships. Any modification to the U.S. federal income tax laws and interpretations thereof may or may not be applied retroactively and could make it more difficult or impossible to meet the exception for us to be treated as a partnership for U.S. federal income tax purposes. We are unable to predict whether any of these changes, or other proposals, will ultimately be enacted. Any such changes could negatively impact the value of an investment in our common units.

We prorate our items of income, gain, loss and deduction between transferors and transferees of the common units each month based upon the ownership of the common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. The IRS may challenge this treatment, which could change the allocation of items of income, gain, loss and deduction among our unitholders.

We prorate our items of income, gain, loss and deduction between transferors and transferees of the common units each month based upon the ownership of the common units on the first day of each month, instead of on the basis of the date a particular common unit is transferred. The use of this proration method may not be permitted under existing United States Department of the Treasury (“Treasury”) regulations, and although the Treasury issued proposed regulations allowing a similar monthly simplifying convention, such regulations are not final and do not

specifically authorize the use of the proration method we have adopted. If the IRS were to challenge our proration method or new Treasury regulations were issued, we may be required to change the allocation of items of income, gain, loss and deduction among our unitholders.

An IRS contest of the U.S. federal income tax positions we take may adversely impact the market for the common units, and the costs of any contest will reduce our cash available for distribution to our unitholders and our general partner.

We have not requested any ruling from the IRS with respect to our treatment as a partnership for U.S. federal income tax purposes. The IRS may adopt positions that differ from the U.S. federal income tax positions we take and the IRS’s positions may ultimately be sustained. It may be necessary to resort to administrative or court proceedings to sustain some or all of the positions we take. A court may not agree with some or all of the positions we take. Any contest with the IRS may materially and adversely impact the market for the common units and the price at which they trade. In addition, the costs of any contest with the IRS will result in a reduction in cash available to pay distributions to our unitholders and our general partner and thus will be borne indirectly by our unitholders and our general partner.

Unitholders will be required to pay taxes on their share of our income even if unitholders do not receive any cash distributions from us.

Because our unitholders will be treated as partners to whom we will allocate taxable income that could be different in amount than the cash we distribute, unitholders will be required to pay U.S. federal income taxes and, in some cases, state and local income taxes on their share of our taxable income, whether or not they receive cash distributions from us. Unitholders may not receive cash distributions from us equal to their share of our taxable income or even equal to the actual tax liability that results from their share of our taxable income.

The tax gain or loss on the disposition of the common units could be different than expected.

If a unitholder sells its common units, it will recognize gain or loss for U.S. federal income tax purposes equal to the difference between the amount realized and its tax basis in those common units. Prior distributions to a unitholder in excess of the total net taxable income that was allocated to a unitholder for a common unit, which decreased its tax basis in that common unit, will, in effect, become taxable income to the unitholder if the common unit is sold at a price greater than its tax basis in that common unit, even if the price the unitholder receives is less than the original cost. A substantial portion of the amount realized, regardless of whether such amount represents gain, may be taxed as ordinary income to the unitholder due to potential recapture items, including depreciation recapture. In addition, because the amount realized may include a unitholder’s share of our nonrecourse liabilities, if a unitholder sells its common units, the unitholder may incur a U.S. federal income tax liability in excess of the amount of cash it received from the sale.

Tax-exempt entities and non-U.S. persons face unique tax issues from owning common units that may result in adverse tax consequences to them.

Investment in common units by tax-exempt entities, such as individual retirement accounts (“IRAs”), and non-U.S. persons raises issues unique to them. For example, virtually all of our income allocated to the unitholders who are organizations that are exempt from U.S. federal income tax, including IRAs and other retirement plans, may be taxable to them as “unrelated business taxable income.” Distributions to non-U.S. persons will be reduced by withholding taxes at the highest applicable effective tax rate, and non-U.S. persons will be required to file U.S. federal income tax returns and pay U.S. federal income tax on their share of our taxable income.

We treat each purchaser of common units as having the same tax benefits without regard to the actual common units purchased. The IRS may challenge this treatment, which could adversely affect the value of the common units.

Because we cannot match transferors and transferees of common units, we have adopted depreciation and amortization positions that may not conform to all aspects of applicable Treasury regulations. Our counsel is unable to opine as to the validity of such filing positions. A successful IRS challenge to those positions could adversely affect the amount of U.S. federal income tax benefits available to unitholders. It also could affect the timing of these tax benefits or the amount of gain from the sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to unitholder tax returns.

Unitholders will likely be subject to state and local taxes and return filing requirements as a result of investing in our common units.

In addition to U.S. federal income taxes, unitholders will likely be subject to other taxes, such as state and local income taxes, unincorporated business taxes and estate, inheritance, or intangible taxes that are imposed by the various jurisdictions in which we do business or own property, even if the unitholder does not live in any of those jurisdictions. Unitholders will likely be required to file state and local income tax returns and pay state and local income taxes in some or all of these various jurisdictions. Further, unitholders may be subject to penalties for failure to comply with those requirements. As we make acquisitions or expand our business, we may own assets or conduct business in additional states or foreign countries that impose a personal income tax or an entity level tax. It is the unitholder’s responsibility to file all U.S. federal, state and local tax returns. Our counsel has not rendered an opinion on the state and local tax consequences of an investment in our common units.

The sale or exchange of 50 percent or more of the total interest in our capital and profits within a 12-month period will result in a termination of our partnership for U.S. federal income tax purposes.

We will be considered to have terminated our partnership for U.S. federal income tax purposes if there is a sale or exchange of 50 percent or more of the total interests in our capital and profits within a 12-month period. Our termination would, among other things, result in the closing of our taxable year for all partners, which would result in us filing two tax returns for one fiscal year. Our termination could also result in a deferral of depreciation deductions allowable in computing our taxable income. In the case of a unitholder reporting on a taxable year other than a fiscal year ending December 31, the closing of our taxable year may also result in more than 12 months of our taxable income or loss being includable in the unitholder’s taxable income for the year of termination. Our termination currently would not affect our classification as a partnership for U.S. federal income tax purposes, but instead, we would be treated as a new partnership, we would be required to make new tax elections and could be subject to penalties if we are unable to determine that a termination occurred. The IRS has announced a relief procedure whereby if a publicly traded partnership that has technically terminated requests and the IRS grants special relief, among other things, the partnership will be required to provide only a single Schedule K-1 to its partners for the tax years in the fiscal year during which the termination occurs.

We have adopted certain valuation methodologies that may result in a shift of income, gain, loss and deduction between the general partner and the unitholders. The IRS may challenge this treatment, which could adversely affect the value of the common units.

When we issue additional common units or engage in certain other transactions, we determine the fair market value of our assets and allocate any unrealized gain or loss attributable to our assets to the capital accounts of our partners. Our methodology may be viewed as understating the value of our assets. In that case, there may be a shift of income, gain, loss and deduction between certain unitholders and the general partner, which may be unfavorable to such unitholders. Moreover, under our current valuation methods, subsequent purchasers of common units may have a greater portion of their Code Section 743(b) adjustment allocated to our tangible assets and a lesser portion allocated to our intangible assets. The IRS may challenge our valuation methods, our allocation of the Code Section 743(b) adjustment attributable to our tangible and intangible assets, and our allocations of income, gain, loss and deduction between our general partner and certain of our partners.

A successful IRS challenge to these methods or allocations could adversely affect the amount of taxable income or loss being allocated to our unitholders. It also could affect the amount of gain from a unitholder’s sale of common units and could have a negative impact on the value of the common units or result in audit adjustments to the unitholder’s tax returns.

A unitholder whose common units are loaned to a “short seller” to effect a short sale of common units may be considered as having disposed of those common units. If so, the unitholder would no longer be treated for U.S. federal income tax purposes as a partner with respect to those common units during the period of the loan and may recognize gain or loss from the disposition.

Because a unitholder whose common units are loaned to a “short seller” to effect a short sale of common units may be considered as having disposed of the loaned common units, the unitholder may no longer be treated for U.S. federal income tax purposes as a partner with respect to those common units during the period of the loan to the short seller and the unitholder may recognize gain or loss from such disposition. Moreover, during the period of the loan, items of our income, gain, loss or deduction with respect to those common units may not be reportable by the unitholder and any cash distributions received by the unitholder as to those common units could be fully taxable as

ordinary income. Our counsel has not rendered an opinion regarding the treatment of a unitholder whose common units are loaned to a short seller to effect a short sale of common units. Unitholders desiring to assure their status as partners and avoid the risk of gain recognition from a loan to a short seller are urged to consult a tax advisor to discuss whether it is advisable to modify any applicable brokerage account agreements to prohibit their brokers from loaning their common units.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Please read “Item 1. Business” for a description of the location and general character of our principal physical properties. We generally own our facilities, although a substantial portion of our pipeline and gathering facilities are constructed and maintained pursuant to rights-of-way, easements, permits, licenses or consents on and across properties owned by others.

Item 3. Legal Proceedings

Environmental

Certain reportable legal proceedings involving governmental authorities under federal, state and local laws regulating the discharge of materials into the environment are described below. While it is not possible for us to predict the final outcome of the proceedings which are still pending, we do not anticipate a material effect on our consolidated financial position if we receive an unfavorable outcome in any one or more of such proceedings.

In November 2013, we became aware of deficiencies with the air permit for the Ft. Beeler gas processing facility located in West Virginia. We notified the EPA and the West Virginia Department of Environmental Protection and are working to bring the Ft. Beeler facility into full compliance.

On November 7, 2014, the New Mexico Environment Department’s Air Quality Bureau (“Bureau”) issued a Notice of Violation (“NOV”) to Williams Four Corners LLC (“Williams”) for the El Cedro Gas Treating Plant alleging a failure by Williams to limit emissions to the allowable emission rates in violation of permit requirements, and for the failure to timely file initial and excess emission reports. The NOV followed an April 2014 inspection at the plant. Williams is providing Corrective Action Verification information to the Bureau and has entered into a Tolling Agreement to allow for additional time – until May 31, 2015 – for the parties to resolve the alleged violations.

We are a participant in certain environmental activities in various stages including assessment studies, cleanup operations and remedial processes at certain sites, some of which we currently do not own. We are monitoring these sites in a coordinated effort with other potentially responsible parties, the U.S. Environmental Protection Agency (“EPA”), and other governmental authorities. We are jointly and severally liable along with unrelated third parties in some of these activities and solely responsible in others. Certain of our subsidiaries have been identified as potentially responsible parties at various Superfund and state waste disposal sites. In addition, these subsidiaries have incurred, or are alleged to have incurred, various other hazardous materials removal or remediation obligations under environmental laws. As of December 31, 2014, Pre-merger WPZ had accrued liabilities totaling $19 million for these matters, as discussed below. Our accrual reflects the most likely costs of cleanup, which are generally based on completed assessment studies, preliminary results of studies or our experience with other similar cleanup operations. Certain assessment studies are still in process for which the ultimate outcome may yield significantly different estimates of most likely costs. Any incremental amount in excess of amounts currently accrued cannot be reasonably estimated at this time due to uncertainty about the actual number of contaminated sites ultimately identified, the actual amount and extent of contamination discovered and the final cleanup standards mandated by the EPA and other governmental authorities.

The EPA and various state regulatory agencies routinely promulgate and propose new rules, and issue updated guidance to existing rules. More recent rules and rulemakings include, but are not limited to, rules for reciprocating internal combustion engine maximum achievable control technology, new air quality standards for ground level ozone, one hour nitrogen dioxide emission limits, and new air quality standards impacting storage vessels, pressure valves, and compressors. We are unable to estimate the costs of asset additions or modifications necessary to comply with these new regulations due to uncertainty created by the various legal challenges to these regulations and the need for further specific regulatory guidance.

Our interstate gas pipelines are involved in remediation activities related to certain facilities and locations for polychlorinated biphenyls, mercury, and other hazardous substances. These activities have involved the EPA and various state environmental authorities, resulting in our identification as a potentially responsible party at various Superfund waste sites. At December 31, 2014, Pre-merger WPZ had accrued liabilities of $11 million for these costs. We expect that these costs will be recoverable through rates.

We also accrue environmental remediation costs for natural gas underground storage facilities, primarily related to soil and groundwater contamination. At December 31, 2014, Pre-merger WPZ had accrued liabilities totaling $8 million for these costs.

Geismar Incident

On June 13, 2013, an explosion and fire occurred at our Geismar olefins plant. The incident (“Geismar Incident”) rendered the facility temporarily inoperable and resulted in significant human, financial, and operational effects. As a result of the Geismar Incident, there were two fatalities and numerous individuals (including employees and contractors) reported injuries, which varied from minor to serious. We are addressing the following matters in connection with the Geismar Incident.

On June 28, 2013, the Louisiana Department of Environmental Quality (“LDEQ”) issued a Consolidated Compliance Order & Notice of Potential Penalty that consolidates claims of unpermitted emissions and other deviations under the Clean Air Act that the parties had been negotiating since 2010 and alleged unpermitted emissions arising from the Geismar Incident. On November 12, 2014, the LDEQ issued a Notice of Potential Penalty for the alleged violations. LDEQ then issued a Penalty Assessment on November 21, 2014. We paid a penalty of $194,306 on December 1, 2014.

On October 21, 2013, the EPA issued an Inspection Report pursuant to the Clean Air Act’s Risk Management Program following its inspection of the facility on June 24 through 28, 2013. The report notes the EPA’s preliminary determinations about the facility’s documentation regarding process safety, process hazard analysis, as well as operating procedures, employee training, and other matters. On June 16, 2014, we received a request for information related to the Geismar Incident from the EPA under Section 114 of the Clean Air Act to which we responded on August 13, 2014. The EPA could issue penalties pertaining to final determinations.

On December 11, 2013, the Occupational Safety and Health Administration (“OSHA”) issued citations in connection with its investigation of the June 13, 2013 incident, which included a Notice of Penalty for $99,000. We settled the citations with OSHA on September 12, 2014 for a penalty of $36,000. The settlement was judicially approved on September 23, 2014, and the order approving settlement became a final order on November 10, 2014. On June 25, 2013, OSHA commenced a second inspection pursuant to its Refinery and Chemical National Emphasis Program (“NEP”). OSHA did not issue a citation in connection with this NEP inspection and there is a six month statute of limitations for violation of the Occupational Safety and Health Act of 1970 or regulations promulgated under such act.

Additionally, multiple lawsuits, including class actions for alleged offsite impacts, property damage, customer claims, and personal injury, have been filed against various of our subsidiaries. Due to ongoing litigation concerning defenses to liability and limited information as to the nature and extent of plaintiffs’ damages, we cannot reasonably estimate a range of potential loss related to these contingencies at this time.

Other

The additional information called for by this item is provided in Note 13 – Commitments and Contingencies to the Notes to Consolidated Financial Statements included under Part II, Item 8. Financial Statements and Supplementary Data of this report, which information is incorporated by reference into this item.

Item 4. Mine Safety Disclosures

Not applicable.

Part II

I TEM 5.

Market for Registrant’s Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities

Market Information

On February 3, 2015, following completion of the Merger, the ticker symbol for our common units listed on the NYSE was changed from “ACMP” to “WPZ”. The following table sets forth the high and low sales prices of the common units as well as the amount of cash distributions declared and paid on the common units during each quarter over the last two fiscal years.

	Common Units
	High		Low		Distribution per common unit
Year ended December 31, 2014
Fourth Quarter	$	66.79	$	49.01	$	0.8500
Third Quarter		65.90		57.78		0.6150
Second Quarter		66.71		56.31		0.5950
First Quarter		59.19		53.63		0.5750
Year ended December 31, 2013
Fourth Quarter	$	57.48	$	46.66	$	0.5550
Third Quarter		49.29		44.75		0.5350
Second Quarter		48.74		38.00		0.4850
First Quarter		41.68		33.76		0.4675

Following the Merger on February 2, 2015, the last reported sale price of our common units on the NYSE under the symbol “WPZ” on February 13, 2015 was $47.43. As of February 13, 2015, there were approximately 108 unitholders of record of our common units. This number does not include unitholders whose units are held in trust by other entities. The actual number of unitholders is greater than the number of holders of record. We have also issued 13,948,171 Class B units and ownership interests in the general partner, for which there is no established public trading market. All of the Class B units and general partner interests are held by affiliates of our general partner. Class B units are entitled to paid-in-kind distributions.

Selected Information from our Partnership Agreement

Set forth below is a summary of the significant provisions of our partnership agreement that relate to cash distributions, minimum quarterly distributions, paid-in-kind distributions and incentive distribution rights.

Available Cash

Our partnership agreement requires that, within 45 days after the end of each quarter, we distribute all of our available cash (as defined in our partnership agreement) to unitholders of record on the applicable record date. The amount of available cash generally is all cash on hand at the end of the quarter less the amount of cash reserves established by our general partner to provide for the proper conduct of our business, including reserves to fund future capital expenditures, to comply with applicable laws, or our debt instruments and other agreements, or to provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement.

Conversion of Subordinated Units

Upon payment of the cash distribution for the second quarter of 2013, the subordination period with respect to our 69,076,122 subordinated units expired and all outstanding subordinated units converted into common units on a one-for-one basis on August 15, 2013. Prior to the conversion date, the subordinated units were not entitled to receive any distributions until the common units received the minimum quarterly distribution of $0.3375 per common unit plus any arrearages from prior quarters. The conversion did not impact the total number of our outstanding units representing limited partner interests.

Class B Units

The Class B units are not entitled to cash distributions. Instead, prior to conversion into common units, the Class B units receive quarterly distributions of additional paid-in-kind Class B units. The amount of each quarterly distribution per Class B unit is the quotient of the quarterly distribution paid to our common units by the volume-weighted average price of the common units for the 30-day period prior to the declaration of the quarterly distribution to common units. Effective on the business day after the record date for the distribution on common units for the fiscal quarter ending December 31, 2014, each Class B unit became convertible at the election of either us or the holder of such Class B unit into a common unit on a one-for-one basis. In the event of our liquidation, the holder of Class B units will be entitled to receive out of our assets available for distribution to the partners the positive balance in each such holder’s capital account in respect of such Class B units, determined after allocating our net income or net loss among the partners. All Class B units are held indirectly by an affiliate of our general partner.

Class C Units

Under our partnership agreement, the Class C units became convertible into common units on a one-for-one basis at the election of either us or the holders of the Class C units on February 10, 2014 (the first business day following the record date for the Partnership’s 2013 fourth quarter cash distribution). After February 10, 2014, we received notice from certain of the GIP II Entities and Williams, as holders of the Class C units, of their election to convert all of the Class C units. All of the outstanding Class C units were converted into common units on a one-for-one basis effective February 19, 2014. The common units resulting from this conversion will participate pro rata with the other common units in quarterly distributions. The conversion did not impact the total number of our outstanding units representing limited partner interests.

General Partner Interest and Incentive Distribution Rights

Our general partner is entitled to two percent of all quarterly distributions that we make after inception and prior to our liquidation. Our general partner has the right, but not the obligation, to contribute a proportionate amount of capital to us to maintain its two percent general partner interest. Our general partner’s initial two percent interest in our distributions may be reduced if we issue additional limited partner units in the future (other than the issuance of common units upon conversion of outstanding Class B units or the issuance of common units upon a reset of the incentive distribution rights) and our general partner does not contribute a proportionate amount of capital to us to maintain its two percent general partner interest.

Other Securities Matters

Securities Authorized for Issuance Under Equity Compensation Plans.

Our general partner has adopted the Access Midstream Long-Term Incentive Plan, or “LTIP,” which permits the issuance of up to 3,649,927 units, as adjusted to reflect the Pre-merger Unit Split, subject to adjustment for certain events. Phantom unit grants were made to each of the independent directors of our general partner in 2014 under the LTIP. Please read the information under Item 12 of this annual report, which is incorporated by reference into this Item 5.

In addition, as a result of the Merger we assumed the Williams Partners GP LLC Long-Term Incentive Plan which was maintained by the general partner of Pre-merger WPZ (“Pre-merger WPZ LTIP”). Prior to the Merger, the Pre-merger WPZ LTIP initially permitted the issuance of up to 700,000 Pre-merger WPZ common units. The number of awards that may be issued under this plan in the future is subject to conversion to our securities by our general partner’s Board of Directors consistent with the ratio of the Merger Exchange. No awards were outstanding under the Pre-merger WPZ LTIP in 2014 and no awards are currently outstanding.

Unregistered Securities

On December 20, 2012, we sold (i) 5,929,025 Class B Units to each of Williams and the GIP II Entities and (ii) 5,599,634 Class C Units to each of Williams and the GIP II Entities, in each case pursuant to that certain Subscription Agreement described and included in our Current Report on Form 8-K filed December 12, 2012. We received aggregate proceeds of approximately $700.0 million in exchange for the sale of the Class B Units and the Class C Units, inclusive of the capital contribution made by the general partner to maintain its two percent interest in us.

In connection with public offerings of our common units in March 2013 and December 2012, the general partner made additional capital contributions to us of $8.4 million and $12.1 million, respectively, to maintain its two percent

interest in us. These issuances were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

On August 15, 2013, all of our existing subordinated units were converted into common units on a one-for-one basis. On February 19, 2014, all of our existing Class C units were converted into common units on a one-for-one basis.

In connection with public offerings under our Equity Distribution Agreement during the fourth quarter of 2013, the first quarter of 2014 and the second quarter of 2014, our general partner made additional capital contributions to us of $1.0 million on February 14, 2014, $0.1 million on May 15, 2014 and $0.9 million on August 14, 2014, respectively, to maintain its two percent interest in us. These issuances were exempt from registration under Section 4(2) of the Securities Act of 1933, as amended.

During the fiscal year ended December 31, 2014, we did not sell or issue any other equity securities without the registration of these securities under the Securities Act of 1933, as amended, in reliance on exemptions from such registration requirements, that have not been previously disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.

I TEM 6. Selected Financial Data

The following table shows our selected financial and operating data for Pre-merger ACMP for the periods and as of the dates indicated, which is derived from our consolidated financial statements.

The table should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and our consolidated financial statements, including the notes, appearing in Items 7 and 8 of this Annual Report.

	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010
		($ in thousands)
Statement of Operations Data:
Revenues ⁽¹⁾	$	1,378,939		$	1,073,222		$	608,447		$	565,929		$	459,153
Operating expenses		427,589			338,716			197,639			176,851			133,293
Depreciation and amortization expense		314,758			296,179			165,517			136,169			88,601
General and administrative expense		202,796			104,332			67,579			40,380			31,992
Other operating (income) expense		24,123			2,092			(766	)		739			285
Total operating expenses		969,266			741,319			429,969			354,139			254,171
Operating income (loss)		409,673			331,903			178,478			211,790			204,982
Income from unconsolidated affiliates		205,082			130,420			67,542			433			—
Interest expense		(185,680	)		(116,778	)		(64,739	)		(14,884	)		(7,426	)
Other income		872			827			320			287			102
Income (loss) before income taxes		429,947			346,372			181,601			197,626			197,658
Income tax expense		576			5,223			3,214			3,289			2,431
Net income (loss)		429,371			341,149			178,387			194,337			195,227
Net income (loss) attributable to noncontrolling interests		31,311			5,124			(68	)		—			—
Net income (loss) attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.)	$	398,060		$	336,025		$	178,455		$	194,337		$	195,227
Net income per common unit – basic and diluted ⁽ ² ⁾	$	1.01		$	0.98		$	1.05		$	1.29		$	0.73
Net income per subordinated unit – basic and diluted ⁽ ² ⁾		—			0.88			1.07			1.29			0.73
Distribution per unit		2.64			2.04			1.71			1.48			0.55
Balance Sheet Data (at period end):
Net property, plant and equipment	$	6,052,469		$	5,290,800		$	4,632,048		$	2,527,924		$	2,226,909
Total assets		9,143,577			7,917,446			6,561,100			3,683,238			2,545,916
Total debt		4,296,370			3,253,664			2,500,000			1,062,900			249,100
Total partners’ capital		4,512,317			4,352,790			3,796,506			2,473,145			2,194,568
Cash Flow Data:
Net cash provided by (used in):
Operating activities	$	770,973		$	563,962		$	318,130		$	399,016		$	317,091
Investing activities		(1,487,658	)		(1,556,418	)		(2,685,965	)		(1,017,104	)		(711,480	)
Financing activities		741,327			944,691			2,432,807			600,294			412,202
Key Performance Metrics:
Adjusted EBITDA ⁽ ³ ⁾	$	1,161,213		$	858,633		$	477,882		$	349,473		$	293,970
Distributable cash flow ⁽ ³ ⁾		724,805			635,125			340,073			261,960			218,989
Capital expenditures		999,211			1,058,599			350,500			418,834			216,303
Operational Data:
Throughput, Bcf/d ⁽ ⁴ ⁾		4.061			3.699			2.845			2.176			1.595

⁽¹⁾

If Chesapeake or Total does not meet its minimum volume commitments to the Partnership in the Barnett Shale region or Chesapeake does not meet its minimum volume commitments in the Haynesville Shale region under the applicable gas gathering agreement for specified annual periods, Chesapeake or Total is obligated to pay the Partnership a fee equal to the applicable fee for each one thousand cubic feet (“Mcf”) by which the applicable party’s minimum volume commitment for the year exceeds the actual volumes gathered on the Partnership’s systems. The Partnership recognizes any associated revenue in the fourth quarter. For the years ended December 31, 2014, 2013, 2012, 2011 and 2010, we recognized revenue related to volume shortfall of $167.2 million, $64.9 million, $0.0 million, $17.4 million and $56.8 million, respectively.

⁽ ² ⁾

The 2010 amounts are reflective of general and limited partner interests in net income after the closing our IPO on August 3, 2010. All years were adjusted to reflect the unit split that occurred immediately prior to the Merger.

⁽ ³ ⁾

Adjusted EBITDA and distributable cash flow are defined under the heading Adjusted EBITDA and Distributable Cash Flow in Item 7 of this annual report. For reconciliations of Adjusted EBITDA and distributable cash flow to their most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles, see How We Evaluate Our Operations in Item 7 of this annual report.

⁽ ⁴ ⁾

Throughput represents the net throughput allocated to the Partnership’s interest.

I TEM 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

This filing includes information for the registrant formerly named Access Midstream Partners, L.P. As further described below, following the completion of a merger on February 2, 2015, the name of the registrant was changed to Williams Partners, L.P. Unless the context clearly indicates otherwise, references in this item to Williams Partners L.P. (NYSE: WPZ) and its subsidiaries (the “Partnership,” “Pre-merger ACMP,” “we,” “our,” “us” or like terms) pertain to ACMP as it existed prior to the consummation of the merger. The “Merged Partnership” pertains to the entity as it exists after the consummation of the merger and “Pre-merger WPZ” pertains to the entity originally named Williams Partners L.P. prior to the consummation of the merger and subsequent name change. The “GIP I Entities” refers to, collectively, GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P., the “GIP II Entities” refers to certain entities affiliated with Global Infrastructure Investors II, LLC, and “GIP” refers to the GIP I Entities and their affiliates and the GIP II Entities, collectively. “Williams” refers to The Williams Companies, Inc. (NYSE: WMB). Unless otherwise noted, the remainder of this Management’s Discussion and Analysis focuses on the registrant prior to completion of the merger. For further discussion of the businesses acquired in the merger, see Part 1 of this report.

Overview

We are a growth-oriented publicly traded Delaware limited partnership formed in 2010 to own, operate, develop and acquire natural gas, natural gas liquids (“NGLs”) and oil gathering systems and other midstream energy assets. We are principally focused on natural gas and NGL gathering, the first segment of midstream energy infrastructure that connects natural gas and NGLs produced at the wellhead to third-party takeaway pipelines.

We provide our midstream services to Chesapeake Energy Corporation (“Chesapeake”); Total Gas and Power North America, Inc. and Total E&P USA, Inc., each wholly owned subsidiaries of Total S.A. (“Total”); Mitsui & Co. (“Mitsui”); Anadarko Petroleum Corporation (“Anadarko”); Statoil ASA (“Statoil”) and other leading producers under long-term, fixed-fee contracts. We operate assets in the Barnett Shale region in north-central Texas; the Eagle Ford Shale region in South Texas; the Haynesville Shale region in northwest Louisiana; the Marcellus Shale region primarily in Pennsylvania and West Virginia; the Niobrara Shale region in eastern Wyoming; the Utica Shale region in eastern Ohio; and the Mid-Continent region which includes the Anadarko, Arkoma, Delaware and Permian Basins.

Williams Acquisition

On July 1, 2014, Williams acquired all of the interests in the Partnership and Access Midstream Ventures, L.L.C., the sole member of Access Midstream Partners GP, L.L.C. (“Access Midstream Ventures” or the “General Partner”), that were owned by the GIP II Entities (the “Williams Acquisition”). As a result of the closing of the Williams Acquisition, Williams owns 100% of the General Partner, and the GIP II Entities no longer have any ownership interest in the Partnership or the General Partner. All of the equity awards previously outstanding under the Partnership’s Long-Term Incentive Plan vested on July 1, 2014 upon closing of the Williams Acquisition, resulting in compensation expense of $38.5 million. Additionally, both components of the Management Incentive Compensation Plan (“MICP”) vested on July 1, 2014, resulting in total cash payments to MICP participants of $88.8 million during the 2014 third quarter and compensation expense of $41.1 million in the 2014 third quarter. On July 16, 2014, we issued to certain key employees cash and equity retention awards that have various vesting periods between one and four years.

Merger with Pre-merger WPZ

merger ACMP represents 2.0 percent of the outstanding partnership interest. Following the Merger, Williams owns approximately 60 percent of the Merged Partnership, including the general partner interest and IDRs.

Prior to the Merger, Williams owned certain limited partnership interests in both Pre-merger WPZ and Pre-merger ACMP, as well as 100 percent of the general partners of both partnerships. Due to the ownership of the general partners, Williams controlled both partnerships. Williams’ control of Pre-merger WPZ began with Pre-merger WPZ’s inception in 2005, while control of Pre-merger ACMP was achieved upon obtaining an additional 50 percent interest in its general partner effective July 1, 2014. Williams previously acquired 50 percent of the Pre-merger ACMP general partner in a separate transaction in 2012.

Our Compression Acquisition

On March 31, 2014, we acquired certain midstream compression assets from MidCon Compression, L.L.C. (“MidCon”), a wholly owned subsidiary of Chesapeake, for approximately $160 million. The acquisition adds natural gas compression assets, historically leased from MidCon, in the rapidly growing Utica Shale and Marcellus Shale regions. This transaction provides the opportunity to insource a key cost element of our business model and adds the potential for additional future organic growth to the portfolio. The acquired assets include more than 100 compression units with a combined capacity of approximately 200,000 horsepower.

Our CMO Acquisition and Williams’ Acquisition of 50 Percent of Our General Partner

On December 20, 2012, we acquired from Chesapeake Midstream Development, L.P. (“CMD”), a wholly owned subsidiary of Chesapeake, and certain of CMD’s affiliates, 100 percent of the issued and outstanding equity interests in Chesapeake Midstream Operating, L.L.C. (“CMO”) for total consideration of $2.16 billion (the “CMO Acquisition”). As a result of the CMO Acquisition, we own certain midstream assets in the Eagle Ford, Utica and Niobrara regions. The CMO Acquisition also extended our existing assets and operations in the Haynesville, Marcellus and Mid-Continent regions. The acquired assets included, in the aggregate, approximately 1,675 miles of pipeline and 4.3 million (gross) dedicated acres as of the date of the acquisition. We also assumed various gas gathering and processing agreements associated with the assets that have terms ranging from 10 to 20 years and that, in certain cases, include cost of service or fee redetermination mechanisms.

The results of operations presented and discussed in this annual report include results of operations from the CMO assets for the full year of operations in 2014, 2013 and for the twelve-day period from closing of the CMO Acquisition on December 20, 2012 through December 31, 2012.

Concurrently with the CMO Acquisition, the GIP I Entities sold to Williams 34,538,061 of our subordinated units and 50 percent of the outstanding equity interests in Access Midstream Ventures, the sole member of our general partner, for cash consideration of approximately $1.82 billion. As a result, the GIP I Entities did not have any ownership interest in us or our general partner.

Our Marcellus Acquisition

On December 29, 2011, we acquired from CMD all of the issued and outstanding equity interests in Appalachia Midstream Services, L.L.C. (“Appalachia Midstream”) for total consideration of $879.3 million, consisting of 9,791,605 common units and $600.0 million in cash. Through Appalachia Midstream, we currently operate 100 percent of and own an average 45 percent interest in 11 gas gathering systems that consist of approximately 906 miles of gas gathering pipeline in the Marcellus Shale. The remaining 55 percent interest in these assets is owned primarily by Statoil, Anadarko and Mitsui. Appalachia Midstream operates the assets under long-term, 100 percent fixed fee gathering agreements that include significant acreage dedications and cost of service mechanisms.

Our Operations

We operate assets in the Barnett Shale region in north-central Texas, the Eagle Ford Shale region in southwest Texas, the Haynesville Shale region in northwest Louisiana, the Marcellus Shale region primarily in Pennsylvania and West Virginia, the Niobrara Shale region in Wyoming, the Utica Shale region in northeast Ohio, and the Mid-Continent region, which includes the Anadarko, Arkoma, Delaware and Permian Basins.

For the year ended December 31, 2014, we generated approximately 28 percent of our fees from our gathering systems in the Barnett Shale region, approximately 21 percent of our fees from our gathering systems in the Eagle Ford Shale region, approximately 10 percent of our fees from our gathering systems in the Haynesville Shale region, approximately 17 percent of our fees from our gathering systems in the Marcellus Shale region, approximately two percent of our fees from our gathering systems in the Niobrara Shale region, approximately nine percent of our fees from our gathering systems and processing facilities in the Utica Shale region and approximately 13 percent of our fees from our gathering systems and processing facilities in the Mid-Continent region.

The results of our operations are primarily driven by the volumes of natural gas and NGLs we gather, treat, compress and process across our gathering systems and processing facilities. We currently provide all of our midstream services pursuant to fixed fee contracts, which limit our direct commodity price exposure, and we generally do not take title to the natural gas or NGLs we gather. We have entered into long-term gas gathering and processing agreements with Chesapeake, Total, Statoil, Anadarko, Mitsui, and other producers. Pursuant to our commercial agreements, our producer customers have agreed to dedicate extensive acreage in our operating regions.

Our Commercial Agreements with Producers

We generate substantially all of our fees through long-term, fixed-fee natural gas gathering, treating, compression and processing contracts, all of which limit our direct commodity price exposure.

Future fees under our commercial agreements with producers will be derived pursuant to terms that will vary depending on the applicable operating region. The following outlines the key economic provisions of our commercial agreements by region.

Barnett Shale Region. Under our gas gathering agreements with Chesapeake and Total, we have agreed to provide the following services in the Barnett Shale region for the fees and obligations outlined below:

•

Gathering, Treating and Compression Services. We gather, treat and compress natural gas for Chesapeake and Total within the Barnett Shale region in exchange for specified fees per thousand cubic feet (“Mcf”) for natural gas gathered on our gathering systems that are based on the pressure at the various points where our gathering systems received our customers’ natural gas. We refer to these fees collectively as the Barnett Shale fee. The Barnett Shale fee is subject to an annual rate escalation of two percent at the beginning of each year.

•

Acreage Dedication. Pursuant to our gas gathering agreements, subject to certain exceptions, each of Chesapeake and Total has agreed to dedicate all of the natural gas owned or controlled by them and produced from or attributable to existing and future wells located on natural gas and oil leases covering lands within an acreage dedication in the Barnett Shale region.

•

Minimum Volume Commitments . Pursuant to our gas gathering agreements, Chesapeake and Total have agreed to minimum volume commitments for each year through December 31, 2018 and for the six-month period ending June 30, 2019. Approximately 75 percent of the aggregate minimum volume commitment is attributed to Chesapeake, and approximately 25 percent is attributed to Total. The minimum volume commitments increase, on average, approximately three percent per year. The following table outlines the approximate aggregate minimum volume commitments for each year during the minimum volume commitment period:

⁽¹⁾	Indicated volumes relate to the six months ending June 30, 2019. Included in this amount is an overage of 2.8 Bcf related to 2012 production.

If either Chesapeake or Total does not meet its minimum volume commitment to us, as adjusted in certain instances, for any annual period (or six-month period in the case of the six months ending June 30, 2019) during the minimum volume commitment period, Chesapeake or Total, as applicable, will be obligated to pay us a fee equal to the Barnett Shale fee for each Mcf by which the applicable party’s minimum volume commitment for the year (or six-month period) exceeds the actual volumes gathered on our systems attributable to the applicable party’s production. To the extent natural gas gathered on our systems from Chesapeake or Total, as applicable, during any annual period (or six-month period) exceeds such party’s minimum volume commitment for the period, Chesapeake or Total, as applicable, will be obligated to pay us the Barnett Shale fee for all volumes gathered, and the excess volumes will be credited first against the minimum volume commitments for the six months ending June 30, 2019, and then against the minimum volume commitments of each preceding year. If the minimum volume commitment for any period is credited in full, the minimum volume commitment period will be shortened to end on the final day of the immediately preceding period.

•

Fee Redetermination. In May 2012, we entered into an agreement with Chesapeake and Total relating to the initial redetermination period. The agreement called for an upward adjustment of the Barnett Shale fee and was effective July 1, 2012. We and each of Chesapeake and Total, as applicable, have the right to request an additional redetermination of the Barnett Shale fee during a two-year period beginning on September 30, 2014. The fee redetermination mechanism is intended to support a return on our invested capital. If a fee redetermination is requested, we will determine an adjustment (upward or downward) to the Barnett Shale fee with Chesapeake and Total based on the factors specified in our gas gathering agreements, including, but not limited to: (i) differences between our actual capital expenditures, compression expenses and revenues as of the redetermination date and the scheduled estimates of these amounts for the minimum volume commitment period made as of September 30, 2009 and (ii) differences between the revised estimates of our capital expenditures, compression expenses and revenues for the remainder of the minimum volume commitment

period forecast as of the redetermination date and scheduled estimates thereof for the minimum volume commitment period made as of September 30, 2009. The cumulative upward or downward adjustment for the Barnett Shale region is capped at 27.5 percent of the initial weighted average Barnett Shale fee (as escalated) as specified in the gas gathering agreement. If we and Chesapeake or Total, as applicable, do not agree upon a redetermination of the Barnett Shale fee within 30 days of receipt of the request for the redetermination, an industry expert will be selected to determine adjustments to the Barnett Shale fee.

•

Well Connection Requirement. Subject to required notice by Chesapeake and Total and certain exceptions, we have generally agreed to connect new operated drilling pads and new operated wells within the Barnett Shale region acreage dedications as requested by Chesapeake and Total during the minimum volume commitment period. During the minimum volume commitment period, if we fail to complete a connection in the acreage dedication by the required date, Chesapeake and Total, as their sole remedy for such delayed connection, are entitled to a delay in the minimum volume obligations for natural gas volumes that would have been produced from the delayed connection.

•

Fuel and Lost and Unaccounted For Gas . We have agreed with Chesapeake and Total on caps on fuel and lost and unaccounted for gas on our systems, both on an individual basis and an aggregate basis, with respect to Chesapeake’s and Total’s volumes. These caps do not apply to certain of our gathering systems due to their historic performance relative to the caps. These systems will be reviewed annually to determine whether changes have occurred that would make them suitable for inclusion. If we exceed a permitted cap in any covered period, we may incur significant expenses to replace the natural gas used as fuel and lost or unaccounted for in excess of such cap based on then current natural gas prices. Accordingly, this replacement obligation will subject us to direct commodity price risk.

Eagle Ford Shale Region. Under our gas gathering agreement with Chesapeake, we have agreed to provide the following services for the fees and obligations outlined below:

•

Gathering, Compression, Dehydration and Treating Services. We gather, compress, dehydrate and treat natural gas and liquids for Chesapeake within the Eagle Ford Shale region in exchange for a cost of service based fee for natural gas and liquids gathered and treated on our gathering systems. The cost of service components include revenue, compression expense, deemed general and administrative expense, capital expenditures, fixed and variable operating expenses and other metrics. We refer to these fees collectively as the Eagle Ford fee.

•

Acreage Dedication. Subject to certain exceptions, Chesapeake has agreed to dedicate all of the natural gas and liquids owned or controlled by it and produced from the Eagle Ford Shale formation through existing and future wells with a surface location within the dedicated area in the Eagle Ford Shale region.

•

Fee Redetermination. During 2013 and 2014, the Eagle Ford fee is determined by a fee tiering mechanism that calculates the Eagle Ford fee on a monthly basis according to the quantity of natural gas delivered to us by Chesapeake relative to its scheduled deliveries. Effective on January 1, 2015 and January 1 of each year thereafter for a period of 18 years, the Eagle Ford fee will be redetermined based on a cost of service calculation that targets a specified pre-income tax rate of return on invested capital. There is no cap on these adjustments.

•

Well Connection Requirement. Subject to required notice by Chesapeake, we have the option to connect new operated wells within the Eagle Ford Shale region acreage dedications as requested by Chesapeake. If we elect not to connect a new operated well, Chesapeake will be provided alternative forms of release. Subject to certain conditions specified in the applicable gas gathering agreement, if we elect to connect a new well to our gathering systems, we are generally required to connect the new wells within specified timelines subject to penalties for delayed connections, up to a specified cap, and the potential for a well pad release from the producer customer’s acreage dedication in certain circumstances.

•

Fuel and Lost and Unaccounted For Gas . We have agreed with Chesapeake to a cap on fuel and lost and unaccounted for gas on our systems with respect to the producer’s volumes. The cap is based on a percentage per deemed compression stage and a percentage for lost and unaccounted for gas. If we exceed a permitted cap in any covered period and do not respond in a timely manner with a proposed solution, we may incur significant expenses to replace the natural gas used as fuel or lost and unaccounted for in excess of such cap based on then-current natural gas prices. Accordingly, this replacement obligation may subject us to direct commodity price risk.

Haynesville Shale Region. Under our gas gathering agreements with Chesapeake, we have agreed to provide the following services for the fees and obligations outlined below:

Springridge Gathering System

•

Gathering, Treating and Compression Services. We gather, treat and compress natural gas in exchange for fees per Mcf for natural gas gathered and per Mcf for natural gas compressed, which we refer to as the Springridge fees. The Springridge fees for these systems are subject to an annual specified rate escalation at the beginning of each year.

•

Acreage Dedication. Pursuant to our gas gathering agreement, subject to certain exceptions, Chesapeake has agreed to dedicate all of the natural gas owned or controlled by it and produced from or attributable to existing and future wells located on oil, natural gas and mineral leases within the Springridge acreage dedication.

•

Fee Redetermination. The Springridge fees are subject to a redetermination mechanism. The first redetermination period included December 1, 2010 through December 31, 2012, and subsequent redetermination periods will be the calendar years 2013 through 2020. We determine adjustments to fees for the gathering systems in the region with Chesapeake based on the factors specified in the gas gathering agreement, including, but not limited to, differences between our actual capital expenditures, compression expenses and revenues as of the redetermination date and the scheduled estimates of these amounts for the period ending December 31, 2020, referred to as the redetermination period, made as of November 30, 2010. The annual upward or downward fee adjustment for the Springridge region is capped at 15 percent of the then-current fees at the time of redetermination.

•

Well Connection Requirement. We have certain connection obligations for new operated drilling pads and operated wells of Chesapeake in the acreage dedications. Chesapeake is required to provide us notice of new drilling pads and wells operated by Chesapeake in the acreage dedications. Subject to certain conditions specified in the gas gathering agreement, we are generally required to connect new operated drilling pads in the acreage dedication by the later of 30 days after the date the wells commence production and six months after the date of the connection notice. If we fail to complete a connection in the Springridge acreage dedication by the required date, we are subject to a daily penalty for such delayed connections, up to a specified cap per delayed connection. Chesapeake is also required to notify us of its wells drilled in the acreage dedications that are operated by other parties and we have the option, but not the obligation, to connect non-operated wells to our gathering systems. If we decline to make a connection to a non-operated well, Chesapeake has certain rights to have the well released from the dedication under the gas gathering agreement.

•

Fuel and Lost and Unaccounted For Gas. We have agreed with Chesapeake on caps on fuel and lost and unaccounted for gas on our systems with respect to its volumes. These caps do not apply to one of our compressor stations due to its historical performance relative to the caps. This station will be reviewed periodically to determine whether changes have occurred that would make it suitable for inclusion. If we exceed a permitted cap in any covered period, we may incur significant expenses to replace the natural gas used as fuel or lost and unaccounted for in excess of such cap based on then current natural gas prices. Accordingly, this replacement obligation may subject us to direct commodity price risk.

Mansfield Gathering System

•

Gathering, Treating, Compression and Dehydration Services . We gather, treat, compress and dehydrate natural gas in exchange for a fixed fee per million British thermal units (“MMBtu”) for natural gas gathered. We refer to this fee as the Mansfield fee. The Mansfield fee is subject to an annual 2.5 percent rate escalation at the beginning of each year.

•

Acreage Dedication . Subject to certain exceptions, Chesapeake has agreed to dedicate all of the natural gas owned or controlled by it and produced from the Bossier and Haynesville formations through existing and future wells with a surface location within the dedicated area in the Mansfield acreage dedication.

•

Minimum Volume Commitments . Pursuant to our gas gathering agreement, Chesapeake has agreed to minimum volume commitments for each year through December 31, 2017. If Chesapeake does not meet its minimum volume commitments to us, as adjusted in certain instances, for any annual period during the minimum volume commitment period, it is obligated to pay us the Mansfield fee for each MMBtu by which the minimum volume commitment exceeded the actual volumes of natural gas delivered to us.

•

Fixed Fee/Tiered Fees . During the minimum volume commitment period, the Mansfield fee is a fixed fee on all monthly volumes. Subsequent to that period, our producer customer will pay a tiered fee that calculates the Mansfield fee on a monthly basis according to the quantity of natural gas delivered to us from Chesapeake’s wells relative to its scheduled deliveries.

•

Well Connection Requirement . We have certain connection obligations for new operated wells in our acreage dedications. Chesapeake is required to provide us notice of new wells that it operates in the acreage dedications. Subject to certain conditions specified in the applicable gas gathering agreement, we are generally required to connect new wells within specified timelines subject to minimum volume commitment delays for volumes that would have been received from the new wells during the minimum volume commitment period and penalties up to a specified cap after the minimum volume commitment period.

•

Fuel and Lost and Unaccounted For Gas . We have agreed with Chesapeake on percentage-based caps on fuel and lost and unaccounted for gas on our systems with respect to Chesapeake’s volumes. If we exceed a permitted cap in any covered period, we may incur significant expenses to replace the natural gas used as fuel or lost and unaccounted for in excess of such cap based on then current natural gas prices. Accordingly, this replacement obligation may subject us to direct commodity price risk.

Marcellus Shale Region. Under our gas gathering agreements with certain subsidiaries of Chesapeake, Statoil, Anadarko, Epsilon Energy Ltd. (“Epsilon”), Mitsui and Chief Oil & Gas LLC (“Chief”), we have agreed to provide the following services in our Marcellus Shale region for our proportionate share (based on our ownership interest in the applicable systems) of the fees and obligations outlined below:

•

Gathering and Compression Services . In systems operated by Appalachia Midstream Services, L.L.C. (“Appalachia Midstream”), we gather and compress natural gas in exchange for fees per MMBtu of natural gas gathered and per MMBtu of natural gas compressed. The gathering fees are redetermined annually based on a cost of service mechanism, as described below. The compression fees escalate on January 1 of each year based on the consumer price index.

•

Acreage Dedication. Pursuant to our gas gathering agreements, subject to certain exceptions, the shippers and producers have agreed to dedicate all of the natural gas owned or controlled by them and produced from or attributable to existing and future wells with a surface location within the designated dedicated areas.

•

Fee Redetermination. Each January 1, gathering fees for each gathering system under the gas gathering agreements with Chesapeake, Statoil, Anadarko, Epsilon and Mitsui will be redetermined based on a cost of service calculation that targets a specified pre-income tax rate of return on invested capital for a period of 15 years. There is no cap on these fee adjustments. Each January 1, gathering fees for each gathering system under the gas gathering agreement with Chief are adjusted based on the applicable consumer price index. The change in the amount of the gathering fees under the Chief agreement is not to exceed three percent in any one year.

•

Well Connections. We have the option to connect to new wells within the dedicated acreage. If we elect not to connect to any new well within the dedicated acreage, the shipper for such well may elect to have such well, and any subsequent wells within a two-mile radius (in the case of Chesapeake, Statoil, Anadarko, Epsilon and Mitsui) or a one-mile radius (in the case of Chief) of the surface location of such well, permanently released from the dedication area, or the shipper may elect to construct, at the shipper’s expense, a gathering system to connect to such well (and wells within a one-mile radius of such well in the case of Chesapeake, Statoil, Anadarko, Epsilon and Mitsui), in which case the shipper would pay us a reduced gathering fee for natural gas we receive through the shipper-installed asset. Alternatively, the shipper may require us to enter into an agreement pursuant to which we would construct the gathering system to connect to the well in exchange for a reimbursement by the shipper of the costs we incur in connection therewith. The shipper may elect to connect wells outside the dedicated area at its sole expense and pay us a reduced gathering fee for natural gas we receive from such wells, but natural gas from such outside wells will not be afforded the same priority as natural gas produced from wells located within the dedicated area.

•

Fuel and Lost and Unaccounted For Gas. Under our gas gathering agreements with Chesapeake, Statoil, Anadarko, Epsilon and Mitsui, we have agreed on caps on fuel and lost and unaccounted for gas on the systems. If we exceed the permitted cap, we must provide a cost estimate for a remedy that is reasonably expected to prevent exceeding the permitted cap in the future. At the election of the shippers we may pay such costs (which costs would then be included in the gathering fee redetermination) or the shippers may pay the costs. If we exceed the permitted cap and do not provide a proposal to the shippers to prevent exceeding the cap in the future within the required time period, we may incur our proportionate share (based on our ownership interest in the applicable system) of significant expenses in connection with the natural gas used as fuel or lost and unaccounted for in excess of such cap based on then current natural gas prices. Accordingly, this may subject us to direct commodity price risk.

Under gas gathering agreements between Appalachia Midstream and certain subsidiaries of Chief, the shipper on each system is to furnish to us, at the shipper’s sole cost and expense, all necessary fuel gas to operate the system. Natural gas volumes lost solely due to our actions or inactions constituting gross negligence or willful misconduct are our sole responsibility. Additionally, we will bear the cost of natural gas lost in excess of one percent due to our failure to maintain adequate corrosion protection. If we lose natural gas due to our gross negligence or willful misconduct or our failure to maintain an adequate corrosion protection system, we may incur significant expenses in connection with the cost of the lost natural gas. Our responsibility for the cost of the lost gas may subject us to direct commodity price risk.

Niobrara Shale Region. Under our gas gathering and processing agreements with Chesapeake and RKI Exploration & Production, LLC (“RKI”), we have agreed to provide the following services for the fees and obligations outlined below:

•

Gathering, Compression, Dehydration and Processing Services . We will gather, compress, dehydrate and process natural gas and liquids within the Niobrara region in exchange for a cost of service based fee for natural gas and liquids gathered on our gathering systems and for natural gas and liquids processed at our processing facility. The cost of service components will include revenues, compression expense, deemed general and administrative expense, capital expenditures, fixed and variable operating expenses and other metrics. We refer to these fees collectively as the Niobrara fee.

•

Acreage Dedication . Subject to certain exceptions, each of Chesapeake and RKI have agreed to dedicate all of the natural gas and liquids owned or controlled by it and produced from the Frontier Sand and the Niobrara Shale through existing and future wells with a surface location within the dedicated areas in the Niobrara Shale region.

•	Fee Redetermination . The Niobrara fees are redetermined on January 1 of each year through 2032 based on a cost of service calculation that targets a specified pre-income tax rate of return on invested capital. There is no cap on these fee adjustments.

•

Well Connections . Subject to required notice by Chesapeake and RKI, we will have the option to connect new operated wells within our Niobrara region acreage dedications as requested by our producer customers. If we elect not to connect a new operated well, Chesapeake and RKI, as applicable will be provided alternative forms of release. Subject to certain conditions specified in the gas gathering agreements, if we elect to connect a new well to our gathering systems, we are generally required to connect the new wells within specified timelines subject to penalties for delayed connections up to a specified cap, and the potential for a well pad release from the producer customer’s acreage dedication in certain circumstances.

•

Fuel and Lost and Unaccounted For Gas . We have agreed with each Chesapeake and RKI to a cap on fuel and lost and unaccounted for gas on our systems with respect to the producer’s volumes. The cap is based on a percentage per deemed compression stage and a percentage for lost and unaccounted for gas. If we exceed a permitted cap in any covered period and do not respond in a timely manner with a proposed solution, we may incur significant expenses to replace the natural gas used as fuel or lost and unaccounted for in excess of such cap based on then current natural gas prices. Accordingly, this replacement obligation may subject us to direct commodity price risk.

Utica Shale Region. Under our commercial agreements with Chesapeake, Total and Enervest, we have agreed to provide the following services for the fees and obligations outlined below:

•

Gathering, Compression, Dehydration, Processing and Fractionation Services . We gather, compress and dehydrate natural gas and liquids in exchange for a cost of service based fee for natural gas and liquids gathered on our gathering systems. The cost of service components (i) for our 66 percent operating interest in a joint venture that owns a wet gas gathering system (the “Cardinal Joint Venture”), and (ii) in the area covered by our 100 percent ownership interest in four dry gas gathering systems (the “Utica Dry”) include revenues, compression expense (in the case of the Utica Dry only), deemed general and administrative expense, capital expenditures, fixed and variable operating expenses and other metrics. We also process and fractionate natural gas and NGLs through our 49 percent non-operating interest in a joint venture (the “UEO Joint Venture”) that operates processing facilities with a total capacity of 800 MMcf per day and planned incremental capacity of 200 MMcf per day to be placed in service in 2016. The UEO Joint Venture operates 135,000 barrel per day fractionation facilities. The UEO Joint Venture also operates approximately 600,000 barrels of NGL storage capacity with an additional 350,000 barrels of NGL storage expected by the end of 2015 and other ancillary assets for a fixed fee that escalates annually within a specified range. We refer to these fees collectively as the Utica fee.

•

Acreage Dedication . Subject to certain exceptions, our producer customers have agreed to dedicate natural gas and liquids owned or controlled by them and produced from the Utica Shale formation through existing and future wells with a surface location within the dedicated areas in the Utica Shale region. The UEO Joint Venture has processing and fractionation dedications from Chesapeake, Total, Enervest and American Energy – Utica, LLC in support of 1.0 bcf/d of capacity.

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Fee Redetermination . Beginning on October 1, 2013, for the Cardinal Joint Venture and January 1, 2014, for the Utica Dry and annually thereafter, for a period of 20.75 years from January 1, 2012 (Cardinal Joint Venture) and 15 years from July 1, 2012 (Utica Dry), the gathering fee portion of the Utica fee is redetermined based on a cost of service calculation that targets a specified pre-income tax rate of return on invested capital. There is no cap on these fee adjustments.

•

Well Connections . In the Cardinal Joint Venture, we are generally required to connect new wells within specified timelines subject to penalties for delayed connections in the form of a temporary reduction in the gathering fee for the new well. In the Utica Dry, subject to required notice by the producer customer, we will have the option to connect new operated wells within our dedicated acreage as requested by the producer customer. If we elect not to connect a new operated well, the producer customer will be provided alternative forms of release. Subject to certain conditions specified in the gas gathering agreement, if we elect to connect a new well to our gathering systems, we are generally required to connect the new wells within specified timelines subject to penalties for delayed connections, up to a specified cap, and the potential for a well pad release from the producer’s acreage dedication in certain circumstances.

•

Processing and Fractionation Performance Standards . We have agreed with our producer customers to certain performance standards for the UEO Joint Venture, including guaranteed in-service dates, minimum facility run-time standards, minimum propane recovery standards, and fuel caps. If the UEO Joint Venture fails to achieve any of these performance standards as specified, the fees associated with these services will be temporarily reduced.

•

Fuel and Lost and Unaccounted For Gas . We have agreed with the producer customers to a cap on fuel and lost and unaccounted for gas on our systems with respect to each producer’s volumes. The cap is based on a percentage per deemed compression stage and a percentage for lost and unaccounted for gas. If we exceed a permitted cap in any covered period, we may incur significant expenses to replace the natural gas used as fuel or lost and unaccounted for in excess of such cap based on then current natural gas prices. Accordingly, this replacement obligation may subject us to direct commodity price risk. In the Utica Dry, exceeding the permitted cap does not result in a reimbursement to the Utica producers if we respond in a timely manner with a proposed solution.

Mid-Continent Region. Under our gas gathering agreements with our producer customers, we have agreed to provide the following services for the fees and obligations outlined below:

•

Gathering, Treating and Compression and Processing Services. We gather, treat, compress and process natural gas and NGLs in exchange for system-based services fees per Mcf for natural gas gathered and per Mcf for natural gas compressed. We refer to the fees collectively as the Mid-Continent fee. The Mid-Continent fees for these systems are subject to an annual two and a half percent rate escalation at the beginning of each year.

•

Acreage Dedication. Pursuant to our gas gathering agreement, subject to certain exceptions, our producer customers have agreed to dedicate all of the natural gas and liquids owned or controlled by them and produced from or attributable to existing and future wells located on oil, natural gas and mineral leases covering lands within the acreage dedication.

•

Fee Redetermination. The Mid-Continent fees are redetermined at the beginning of each year through 2019. We and our producer customers determine adjustments to fees for the gathering systems in the region with our producer customers based on the factors specified in the gas gathering agreement, including, but not limited to, differences between our actual capital expenditures, compression expenses and revenues as of the redetermination date and the scheduled estimates of these amounts for the period ending June 30, 2019, referred to as the redetermination period, made as of September 30, 2009. The annual upward or downward fee adjustment for the Mid-Continent region is capped at 15 percent of the then current fees at the time of redetermination.

•

Well Connection Requirement. Subject to required notice by our producer customers and certain exceptions, we have generally agreed to use our commercially reasonable efforts to connect new operated drilling pads and new operated wells in our Mid-Continent region acreage dedications as requested by our producer customers through June 30, 2019.

•

Fuel and Lost and Unaccounted For Gas. We have agreed with our producer customers on caps on fuel and lost and unaccounted for gas on our systems, both on an individual basis and an aggregate basis, with respect to our producer customers volumes. These caps do not apply to certain of our gathering systems due to their historic performance relative to the caps. These systems are reviewed annually to determine whether changes have occurred that would make them suitable for inclusion. If we exceed a permitted cap in any covered period, we may incur significant expenses to replace the natural gas used as fuel or lost or unaccounted for in excess of such cap based on then current natural gas prices. Accordingly, this replacement obligation will subject us to direct commodity price risk.

As part of the CMO Acquisition, we acquired a 33.33 percent equity interest in Ranch Westex JV LLC, which we own jointly with Regency Energy Partners, LP and Anadarko Pecos Midstream LLC. Under a gas processing agreement with Chesapeake and Anadarko, Ranch Westex JV LLC provides natural gas processing services under a cost of service fee arrangement.

All Regions. If one of the counterparties to these gas gathering and processing agreements sells, transfers or otherwise disposes of properties within the our acreage dedications to a third party, it does so subject to the terms of the gas gathering and processing agreements, including our dedication, and it will be required to cause the third party to acknowledge and take assignment of the counterparty’s obligations under the existing gas gathering and processing agreements with us, subject to our consent. Our producer customers’ dedication of the natural gas produced from applicable properties under our gas gathering and processing agreements will run with the land in order to bind

successors to the producer customers’ interest, as well as any interests in the dedicated properties subsequently acquired by the producer customer.

On October 14, 2014, Chesapeake announced that its wholly owned subsidiary, Chesapeake Appalachia, L.L.C. (“CHK Appalachia”), had entered into a Purchase and Sale Agreement with a subsidiary of Southwestern Energy Company (“Southwestern”), pursuant to which Southwestern has agreed to purchase CHK Appalachia’s interests in approximately 413,000 net acres and approximately 1,500 wells in northern West Virginia and southern Pennsylvania, of which 435 wells are in the Marcellus and Utica formations (collectively, the “Designated Properties”) and are subject to certain of our existing gas gathering agreements with Chesapeake. The closing of this transaction occurred in December 2014. Upon the closing of this transaction, Southwestern is contractually obligated to assume Chesapeake’s obligations with respect to the Designated Properties under certain of our existing gas gathering agreements with Chesapeake. As a result of this transaction, we expect to further decrease our dependence on Chesapeake as a customer.

Other Arrangements

On June 15, 2012, in connection with the closing of the first portion of the acquisition by the GIP II Entities of Chesapeake’s ownership interest in us (the “GIP Acquisition”), we entered into a letter agreement with Chesapeake regarding the terms on which Chesapeake provides certain transition services to us and our general partner. Among other things, the letter agreement provided for the continuation of our services agreement with Chesapeake until December 31, 2013. On June 29, 2012, we entered into an amendment to the letter agreement amending certain terms relating to the insurance coverage to be provided under our services agreement. On December 20, 2012, in connection with the CMO Acquisition, we entered into an amendment to the letter agreement amending certain terms relating primarily to the extension of transition services for technology related services through September 2014 for certain field communication support services.

How We Evaluate Our Operations

Our management relies on certain financial and operational metrics to analyze our performance. These metrics are significant factors in assessing our operating results and profitability and include (i) throughput volumes, (ii) revenues, (iii) operating expenses, (iv) segment operating income, (v) Adjusted EBITDA and (vi) distributable cash flow.

Throughput Volumes

Our management analyzes our performance based on the aggregate amount of throughput volumes on our gathering systems in our operating regions in order to maintain or increase throughput volumes on our gathering systems as a whole. Our success in connecting additional wells is impacted by successful drilling activity on the acreage dedicated to our systems, our ability to secure volumes from new wells drilled on non-dedicated acreage, our ability to attract natural gas and liquids volumes currently gathered by our competitors and our ability to cost-effectively construct new infrastructure to connect new wells.

Revenues

Our revenues are driven primarily by our contractual terms with our customers and the actual volumes of natural gas we gather, treat, compress and process. Our revenues will be supported by the minimum volume commitments contained in our gas gathering agreements with Chesapeake and Total in the case of our Barnett Shale and Chesapeake in the case of our Haynesville Shale as well as fee redetermination and cost of service provisions in our other regions. We contract with producers to gather or process natural gas or liquids from individual wells located near our gathering systems or processing facilities. We connect wells to gathering pipelines through which natural gas is compressed and may be delivered to a treating facility, processing plant or an intrastate or interstate pipeline for delivery to market. We treat natural gas and liquids that we gather to the extent necessary to meet required specifications of third-party takeaway pipelines. For the years ended December 31, 2014, 2013 and 2012, Chesapeake accounted for approximately 71 percent, 74 percent and 81 percent, respectively, of the natural gas volumes on our gathering systems and 82 percent, 84 percent and 81 percent, respectively, of our revenues. The Partnership’s revenues exclude revenue attributable to the Partnership’s equity investments as those revenues are accounted for as part of the Partnership’s investments in unconsolidated affiliates.

Our revenues are also impacted by other aspects of our contractual agreements, including rate redetermination, cost of service and other contractual provisions and our management constantly evaluates capital spending and its impact on future revenue generation.

Operating Expenses

Our management seeks to maximize the profitability of our operations by minimizing operating expenses without compromising environmental protection and employee safety. Operating expenses are comprised primarily of field operating costs (which include labor, treating and chemicals, and measurements services among other items), compression expense, ad valorem and taxes and other operating costs, some of which are independent of the volumes that flow through our systems but fluctuate depending on the scale of our operations during a specific period.

Segment Operating Income

Prior to the CMO Acquisition, our operations were organized into a single business segment. As a result of the CMO Acquisition, we added assets in three new operating regions. Our chief operating decision maker measures performance and allocates resources based on geographic segments. Our operations are divided into eight operating segments: Barnett Shale, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, Niobrara Shale, Utica Shale, Mid-Continent and Corporate.

Adjusted EBITDA

We define Adjusted EBITDA as net income (loss) before income tax expense (benefit), interest expense, depreciation and amortization expense and certain other items management believes affect the comparability of operating results.

Adjusted EBITDA is a non-GAAP supplemental financial measure that management and external users of our consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess:

·	our operating performance as compared to other publicly traded partnerships in the midstream energy industry, without regard to capital structure, historical cost basis, or financing methods;

·	our ability to incur and service debt and fund capital expenditures;

·	the ability of our assets to generate sufficient cash flow to make distributions to our unitholders; and

·	the viability of acquisitions and other capital expenditure projects and the returns on investment of various investment opportunities.

We believe it is appropriate to exclude certain items from EBITDA because we believe these items affect the comparability of operating results. We believe that the presentation of Adjusted EBITDA in this report provides information useful to investors in assessing our financial condition and results of operations. The GAAP measure most directly comparable to Adjusted EBITDA is net income.

Distributable Cash Flow

Our Partnership defines Distributable Cash Flow (“DCF”) as Adjusted EBITDA attributable to the Partnership adjusted for:

·	addition of interest income;

·	subtraction of net cash paid for interest expense;

·	subtraction of maintenance capital expenditures; and

·	subtraction of income taxes.

DCF is an important non-GAAP financial measure for our limited partners since it serves as an indicator of our success in providing a cash return on investment. Specifically, this financial measure indicates to investors whether or not we are generating cash flows at a level that can sustain or support an increase in our quarterly cash distributions. DCF is also a quantitative standard used by the investment community with respect to publicly traded partnerships because the value of a partnership unit is in part measured by its yield, which is based on the amount of cash distributions a partnership can pay to a unitholder. The GAAP measure most directly comparable to DCF is net cash provided by operating activities.

Reconciliation to GAAP measures

We believe that the presentation of Adjusted EBITDA and distributable cash flow provides useful information to investors in assessing our financial condition and results of operations. Adjusted EBITDA and distributable cash flow are

presented because they are helpful to management, industry analysts, investors, lenders and rating agencies and may be used to assess the financial performance and operating results of our fundamental business activities. The GAAP measures most directly comparable to Adjusted EBITDA and distributable cash flow are net income and net cash provided by operating activities. Our non-GAAP financial measures of Adjusted EBITDA and distributable cash flow should not be considered as an alternative to GAAP net income or net cash provided by operating activities. Each of Adjusted EBITDA and distributable cash flow has important limitations as an analytical tool because it excludes some but not all items that affect net income and net cash provided by operating activities. You should not consider either Adjusted EBITDA or distributable cash flow in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA and distributable cash flow may be defined differently by other companies in our industry, our definitions of Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.

The following table presents a reconciliation of the non-GAAP financial measures of Adjusted EBITDA and distributable cash flow to the GAAP financial measures of net income and net cash provided by operating activities:

	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
	($ in thousands)
Reconciliation of Adjusted EBITDA and Distributable cash flow to net income:
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.)	$	398,060		$	336,025		$	178,455
Interest expense		185,680			116,778			64,739
Income tax expense		576			5,223			3,214
Depreciation and amortization expense		314,758			296,179			165,517
Other		(6,555	)		(2,615	)		(820	)
Income from unconsolidated affiliates		(205,082	)		(130,420	)		(67,542	)
EBITDA from unconsolidated affiliates ⁽¹⁾		298,668			202,453			116,887
Transaction related costs		123,137			—			17,432
Loss on impairments and disposals of assets		23,783			—			—
Expense for non-cash equity awards		28,188			35,010			—
Adjusted EBITDA	$	1,161,213		$	858,633		$	477,882
Maintenance capital expenditures		(130,000	)		(110,000	)		(75,184	)
Cash portion of interest expense		(177,248	)		(108,285	)		(59,411	)
Income tax expense		(576	)		(5,223	)		(3,214	)
Cash impact of transaction related costs		(128,584	)		—			—
Distributable cash flow	$	724,805		$	635,125		$	340,073

	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
	($ in thousands)
Reconciliation of Adjusted EBITDA and Distributable cash flow to net cash provided by operating activities:
Net cash provided by operating activities	$	770,973		$	563,962		$	318,130
Changes in assets and liabilities		109,211			46,394			(33,472	)
Distribution of earnings received from unconsolidated affiliates		(281,733	)		(82,871	)		—
Interest expense		185,680			116,778			64,739
Income tax expense		576			5,223			3,214
Other non-cash items		(97,270	)		(28,316	)		(9,048	)
Transaction related costs		123,137			—			17,432
EBITDA from unconsolidated affiliates ⁽¹⁾		298,668			202,453			116,887
Loss on impairments and disposals of assets		23,783			—			—
Expense for non-cash equity awards		28,188			35,010			—
Adjusted EBITDA	$	1,161,213		$	858,633		$	477,882
Maintenance capital expenditures		(130,000	)		(110,000	)		(75,184	)
Cash portion of interest expense		(177,248	)		(108,285	)		(59,411	)
Income tax expense		(576	)		(5,223	)		(3,214	)
Cash impact of transaction related costs		(128,584	)		—			—
Distributable cash flow	$	724,805		$	635,125		$	340,073

	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
	($ in thousands)
⁽¹⁾ EBITDA from unconsolidated affiliates is calculated as follows:
Net income	$	205,082		$	130,420		$	67,542
Depreciation and amortization expense		93,695			72,053			49,458
Other		(109	)		(20	)		(113	)
EBITDA from unconsolidated affiliates	$	298,668		$	202,453		$	116,887

	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
	($ in thousands)
GAAP Capital Expenditures	$	999,211		$	1,058,599		$	350,500
Adjusted for:
Capital expenditures included in unconsolidated affiliates		385,236			671,394			384,403
Capital expenditures attributable to noncontrolling interest		(211,494	)		(151,584	)		—
Net capital expenditures	$	1,172,953		$	1,578,409		$	734,903

Results of Operations

We have provided a detailed comparison for the years ended December 31, 2014, 2013 and 2012 in the chart and discussion below.

	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012
	($ in thousands, except per unit data)
Revenues ⁽¹⁾	$	1,378,939		$	1,073,222		$	608,447
Operating expenses		427,589			338,716			197,639
Depreciation and amortization expense		314,758			296,179			165,517
General and administrative expense		202,796			104,332			67,579
Other operating expense (income)		24,123			2,092			(766	)
Total operating expenses		969,266			741,319			429,969
Operating income		409,673			331,903			178,478
Income from unconsolidated affiliates		205,082			130,420			67,542
Interest expense		(185,680	)		(116,778	)		(64,739	)
Other income		872			827			320
Income before income tax expense		429,947			346,372			181,601
Income tax expense		576			5,223			3,214
Net income		429,371			341,149			178,387
Net income (loss) attributable to noncontrolling interests		31,311			5,124			(68	)
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.)	$	398,060		$	336,025		$	178,455
Operational Data:
Throughput, Bcf/d ⁽²⁾		4.061			3.699			2.845

⁽¹⁾

If either Chesapeake or Total does not meet its minimum volume commitment to the Partnership in the Barnett Shale region or Chesapeake does not meet its minimum volume commitment in the Haynesville Shale region under the applicable gas gathering agreement for specified annual periods, Chesapeake or Total is obligated to pay the Partnership a fee equal to the applicable fee for each Mcf by which the applicable party’s minimum volume commitment for the year exceeds the actual volumes gathered on the Partnership’s systems. The Partnership recognizes any associated revenue in the fourth quarter. For the years ended December 31, 2014 and 2013, we recognized revenue related to volume shortfall of $167.2 million and $64.9 million.

⁽²⁾	Throughput represents the net throughput allocated to the Partnership’s interest.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financing activities.

Segment Reporting

We present information in this Management’s Discussion and Analysis of Financial Condition and Results of Operations by segment. The segment information appearing in Note 14 of the accompanying Notes to the Consolidated Financial Statements is presented on a basis consistent with how our chief operating decision maker measured performance and allocated resources as of December 31, 2014. We conduct our operations in the following segments: Barnett Shale, Eagle Ford Shale, Haynesville Shale, Marcellus Shale, Niobrara Shale, Utica Shale, Mid-Continent region and Corporate.

Year Ended December 31, 2014 vs. Year Ended December 31, 2013

The following tables reflect our revenues, throughput, operating expenses and operating expenses per Mcf of throughput by segment for the years ended December 31, 2014 and 2013 (please note that revenue, throughput and operating expenses related to our equity investments (primarily in the Marcellus Shale) are excluded from the tables below as the financial results for our equity investments are reported separately. Please read “Income from Unconsolidated Affiliates” in this Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations):

	Years Ended December 31,
	2014		2013		% Change ⁽¹⁾
	(In thousands, except percentages and throughput data)
Revenue:
Barnett Shale	$	463,645	$	433,709		6.9	%
Eagle Ford Shale		348,904		278,282		25.4
Haynesville Shale		160,138		119,209		34.3
Marcellus Shale		15,136		10,989		37.7
Niobrara Shale		28,329		15,095		87.7
Utica Shale		153,963		44,063		N.M.
Mid-Continent		208,819		171,875		21.5
Corporate		5		—		N.M.
	$	1,378,939	$	1,073,222		28.5	%
Throughput (Bcf) ⁽² ⁾ :
Barnett Shale		330.9		381.3		(13.2	)%
Eagle Ford Shale		117.2		96.0		22.1
Haynesville Shale		245.1		244.3		0.3
Marcellus Shale		443.2		372.1		19.1
Niobrara Shale		10.3		5.5		87.3
Utica Shale		133.0		39.0		N.M.
Mid-Continent		202.5		212.2		(4.6	)
		1,482.2		1,350.4		9.8	%

⁽¹⁾	N.M. - not meaningful

⁽² ⁾	Throughput in all regions represents the net throughput allocable to our interest.

	Years Ended December 31,
	2014		2013		% Change ⁽¹⁾
	(In thousands, except percentages and per Mcf data)
Operating Expenses:
Barnett Shale	$	95,744	$	96,926		(1.2	)%
Eagle Ford Shale		74,962		59,059		26.9
Haynesville Shale		46,171		41,176		12.1
Marcellus Shale		12,526		4,834		N.M.
Niobrara Shale		14,568		9,090		60.3
Utica Shale		38,348		19,065		N.M.
Mid-Continent		78,150		70,609		10.7
Corporate		67,120		37,957		76.8
	$	427,589	$	338,716		26.2	%
Expenses ($ per Mcf):
Barnett Shale	$	0.29	$	0.25		16.0	%
Eagle Ford Shale		0.64		0.62		3.2
Haynesville Shale		0.19		0.17		11.8
Marcellus Shale		1.99		1.01		97.0
Niobrara Shale		0.71		1.65		(57.0	)
Utica Shale		0.19		0.49		(61.2	)
Mid-Continent		0.39		0.33		18.2
	$	0.38	$	0.34		11.8	%

⁽¹⁾	N.M. - not meaningful

Barnett Shale

Revenues . For the years ended December 31, 2014 and 2013, revenues totaled $463.6 million and $433.7 million, respectively. Revenues increased despite a decrease in throughput of 13 percent in the region. The increase in revenues was primarily the result of increasing volumes under our minimum volume commitment and an annual fixed fee rate escalation of two percent effective January 1, 2014. Total revenue includes $134.0 million and $64.9 million of revenues associated with the contractual minimum volume commitment in 2014 and 2013, respectively.

Operating Expenses . For the years ended December 31, 2014 and 2013, operating expenses were $95.7 million, or $0.29 per Mcf, compared to $96.9 million, or $0.25 per Mcf, respectively. While operating costs remained consistent, operating expenses per Mcf has increased due to both decreased drilling activity in the region caused by the low natural gas price environment and the natural decline of existing wells. The most significant operating expenses in the Barnett Shale region are compression costs.

Depreciation and Amortization Expenses . For the years ended December 31, 2014 and 2013, depreciation expense was $81.8 million and $97.9 million, respectively. The decrease was due to an increase in the estimated useful lives of gathering systems in this region during 2014.

Eagle Ford Shale

Revenues. For the years ended December 31, 2014 and 2013, revenues totaled $348.9 million and $278.3 million, respectively. The increase was primarily attributable to a 22.1 percent increase in throughput, a contractual increase in fees and additional services provided in this region in 2014.

Operating Expenses. For the year ended December 31, 2014, operating expenses totaled $75.0 million or $0.64 per Mcf, compared to $59.1 million, or $0.62 per Mcf for the year ended December 31, 2013. The most significant operating expenses in this region are employee compensation and compression costs, which both increased from 2013 due to increased activity in this region.

Depreciation and Amortization Expenses. Depreciation and amortization expense for the years ended December 31, 2014 and 2013, was $57.0 million and $51.4 million, respectively. Additional depreciation as a result of increased capital expenditures made in this region during 2014 and 2013 was partially offset by an increase in the estimated useful lives of gathering systems in this region during 2014.

Haynesville Shale

Revenues . For the years ended December 31, 2014 and 2013, revenues were $160.1 million and $119.2 million, respectively. Haynesville revenues were positively impacted by an annual rate escalation of 2.5 percent and rate redetermination of 15 percent on the Springridge gathering system, both effective January 1, 2014. Additionally, we have contractual minimum volume commitments from Chesapeake in the Haynesville Shale. Total revenue for 2014 included $33.2 million of revenues associated with the contractual minimum volume commitment. Throughput for the year ended December 31, 2013 was above the minimum volume commitment level.

Operating Expenses . For the years ended December 31, 2014 and 2013, operating expenses were $46.2 million, or $0.19 per Mcf, compared to $41.2 million, or $0.17 per Mcf, respectively. The increase in operating expenses is primarily a result of increased ad valorem taxes due to reassessments on the properties for 2014.

Depreciation and Amortization Expenses. Depreciation and amortization expense for the years ended December 31, 2014 and 2013, was $69.5 million and $80.8 million, respectively. The decrease was due to an increase in the estimated useful lives of gathering systems in this region during 2014.

Marcellus Shale

On September 4, 2013, we sold Mid-Atlantic Gas Services, L.L.C. (“Mid-Atlantic”) to Chesapeake for net proceeds of $32.9 million. Mid-Atlantic was acquired in December 2012 and consisted of midstream assets in the Marcellus region. These assets were not part of our equity method investment in Appalachia Midstream. The net proceeds equaled our basis in the assets; thus, no gain or loss was recognized as a result of the sale.

The large majority of our assets in the Marcellus Shale are accounted for as equity investments and included in Income from unconsolidated affiliates. See further discussion below under “Income from unconsolidated affiliates” in this section of Marcellus Shale results of operations.

Income from unconsolidated affiliates. We own an average 45 percent interest in 11 gas gathering systems in the Marcellus Shale in Pennsylvania and West Virginia. The remaining average 55 percent interests in these assets are owned primarily by Statoil, Anadarko, Epsilon and Mitsui. Income from unconsolidated affiliates was $170.2 million and $133.0 million reflecting activity for the years ended December 31, 2014 and 2013, respectively. Revenues (net to our interest) for the years ended December 31, 2014 and 2013 were $279.1 million and $234.8 million, respectively. The net increase was due to throughput growth and increased construction activity in the Marcellus region where we invested $147.0 million of capital in 2014. Operating expenses on a per unit basis for the years ended December 31, 2014 and 2013 were $0.10 Mcf in each year. The increase in operating expenses is consistent with the increase in revenues in the Marcellus region. The margin for these assets is strong as a result of lower operating expenses than in many other regions of the United States. These lower operating expenses are primarily due to high reservoir pressures that reduce the need for compression in the transportation of commodities. We expect our margin in the Marcellus Shale to remain strong; however, we could experience a slight decrease in our margin over time as the need for additional compression increases. The following table summarizes the results of the Appalachia Midstream assets (net to our interest) for the years ended December 31, 2014 and 2013.

	Year Ended December 31, 2014		Year Ended December 31, 2013
Revenue ($ in thousands)	$	279,108	$	234,801
Throughput (Bcf)		436.9		367.3
Operating Expenses ($ in thousands)	$	42,714	$	35,999
Expenses ($ per Mcf)		0.10		0.10

Niobrara Shale

We acquired our ownership interest in the Niobrara Shale assets in December 2012 and own that interest through our 50 percent ownership interest in Jackalope Gas Gathering, L.L.C., in which Crestwood Niobrara LLC owns the remaining 50 percent interest. Because we operate the assets and have contractual discretion to make operating decisions for the assets, we are deemed to control the assets and thus, we consolidated 100 percent of the assets and results of operation in our financial results. We present the noncontrolling interest for these assets in Noncontrolling Interests on the condensed consolidated balance sheet and in Net Income Attributable to Noncontrolling Interests on the condensed consolidated statement of operations.

Revenues. For the years ended December 31, 2014 and 2013, revenues in the Niobrara Shale region were $28.3 million and $15.1 million, respectively. An increase in throughput was partially offset by a fee redetermination decrease effective January 1, 2014. We continue to invest significant capital in this region and expect to connect a significant number of wells to our gathering systems that will drive additional volume growth in future periods.

Operating Expenses. For the years ended December 31, 2014 and 2013, operating expenses in the Niobrara Shale region were $14.6 million and $9.1 million, respectively. Expenses are expected to continue to increase in 2015 as construction activity continues and we prepare to provide additional gathering and processing services in this region in future periods. The most significant expenses in this region are employee compensation and compression costs. Operating expenses per Mcf have decreased in 2014 as a result of the volume growth in this region.

Depreciation and Amortization Expenses. Depreciation and amortization expense for the years ended December 31, 2014 and 2013, was $5.4 million and $4.3 million, respectively, which was due to capital expenditures made in this region during 2014 and 2013, partially offset by an increase in the estimated useful lives of gathering systems in this region during 2014.

Utica Shale

In the CMO Acquisition, we acquired a 100 percent ownership interest in four natural gas gathering systems, a 66 percent operating interest in the Cardinal Joint Venture and a 49 percent interest in the UEO Joint Venture. Because we operate the four wholly-owned natural gas gathering systems and Cardinal Joint Venture and have contractual discretion to make operating decisions for the Cardinal Joint Venture, we are deemed to control the assets and, as a result, we consolidate 100 percent of the assets and results of operations in our financial results and reflect the ownership of the

other interest owners through a noncontrolling interest in the income and equity of the investment. The UEO Joint Venture is accounted for as an equity investment because we have significant influence over but do not control the entity.

Revenues. For the years ended December 31, 2014 and 2013, revenues in the Utica Shale region were $154.0 million and $44.1 million, respectively. The growth is primarily the result of increased throughput due to increased drilling and compression activity. We continue to invest significant capital in this region that is expected to drive additional volume and revenue growth in future periods.

Operating expenses. For the years ended December 31, 2014 and 2013, operating expenses in the Utica Shale region were $38.3 million, or $0.19 per Mcf and $19.1 million, or $0.49 per Mcf, respectively. The increase in operating expenses is primarily a result of the increase in operating activity in the Utica Shale region. The most significant operating expenses in this region are compensation and compression costs.

Depreciation and Amortization Expenses. Depreciation and amortization expense for the years ended December 31, 2014 and 2013, was $25.5 million and $9.5 million, respectively, which was due to capital expenditures made in this region during 2014 and 2013, partially offset by an increase in the estimated useful lives of gathering systems in this region during 2014.

Income from unconsolidated affiliates . For the years ended December 31, 2014 and 2013, income (loss) from unconsolidated affiliates was $24.8 million and $(3.8) million, respectively. Income from the UEO Joint Venture increased primarily as a result of a plant that became operational in early 2014 causing an increase in volumes and revenue.

Mid-Continent

Revenues . For the years ended December 31, 2014 and 2013, revenues were $208.8 million and $171.9 million, respectively. This increase was caused primarily by a 2.5 percent annual rate increase and a 15 percent fee increase due to annual contractual fee redetermination, both effective January 1, 2014, offset by a 4.6 percent decrease in throughput.

Operating Expenses . For the years ended December 31, 2014 and 2013, operating expenses were $78.2 million, or $0.39 per Mcf and $70.6 million, or $0.33 per Mcf, respectively. The increase occurred across all operating costs in this region as we continue to experience increased drilling activity in this liquids-rich region by our producer customers.

Depreciation and Amortization Expenses. Depreciation and amortization expense for the years ended December 31, 2014 and 2013, was $35.4 million and $36.4 million, respectively, which was due to an increase in the estimated useful lives of gathering systems in this region during 2014, partially offset by capital expenditures made in this region during 2014 and 2013.

Income from unconsolidated affiliates . As part of the CMO Acquisition, we acquired a 33.33 percent equity interest in Ranch Westex JV LLC (“Ranch Westex”), which we own jointly with Regency Energy Partners, LP and Anadarko Pecos Midstream LLC. For the years ended December 31, 2014 and 2013, income from unconsolidated affiliates was $10.0 million and $1.2 million, respectively. Income from Ranch Westex increased during 2014 as a result of an increase in volumes during 2014, along with a fee redetermination that increased revenues.

Corporate

Operating Expenses . For the years ended December 31, 2014 and 2013, operating expenses were $67.1 million and $38.0 million, respectively. The increase in operating expenses is largely attributable to an increase in payroll compensation of $23.8 million, which included the accelerated vesting of the Long-Term Incentive Plan equity awards upon completion of the Williams acquisition.

General and Administrative Expense. For the years ended December 31, 2014 and 2013, general and administrative expenses were $202.8 million and $104.3 million, respectively, representing an increase of 94.4 percent. This increase is attributable to an increase in payroll compensation of $76.9 million, primarily due to accelerated vesting of awards under the MICP and Long-Term Incentive Plan, upon completion of the Williams acquisition. Additionally, there was a $21.4 million increase in other general and administrative costs, primarily related to software licensing and maintenance, legal and audit costs.

Interest Expense. Interest expense for the year ended December 31, 2014 was $185.7 million, which was net of $25.6 million of capitalized interest. Interest expense was $116.8 million for the year ended December 31, 2013, which was net of $43.9 million of capitalized interest. The increase is related to interest expense on the additional senior notes

issued August 2013 and 2024 Notes, issued in March 2014. We also incurred interest expenses on borrowings under our revolving credit facility and our outstanding senior notes. Interest expense also includes commitment fees on the unused portion of our credit facility and amortization of debt issuance costs.

Income Tax Expense. Income tax expense for the years ended December 31, 2014 and 2013 was $0.6 million and $5.2 million, respectively, and was attributable to franchise taxes in the state of Texas. We and our subsidiaries are pass-through entities for federal income tax purposes. For these entities, all income, expenses, gains, losses and tax credits generated flow through to their owners and, accordingly, do not result in a provision for income taxes in the financial statements, other than Texas franchise tax.

Year Ended December 31, 2013 vs. Year Ended December 31, 2012

The following tables reflect our revenues, throughput, operating expenses and operating expenses per Mcf of throughput by segment for the years ended December 31, 2013 and 2012 (please note that revenue, throughput and operating expenses related to our equity investments (primarily in the Marcellus Shale) are excluded from the tables below as the financial results for our equity investments are reported separately. Please read “Income from Unconsolidated Affiliates” in this Results of Operations section of Management’s Discussion and Analysis of Financial Condition and Results of Operations):

	Years Ended December 31,
	2013		2012		% Change ⁽¹⁾
	(In thousands, except percentages and throughput data)
Revenue:
Barnett Shale	$	433,709	$	395,467		9.7	%
Eagle Ford Shale ⁽²⁾		278,282		7,232		N.M.
Haynesville Shale ⁽²⁾		119,209		68,184		74.8
Marcellus Shale ⁽²⁾		10,989		783		N.M.
Niobrara Shale ⁽²⁾		15,095		116		N.M.
Utica Shale ⁽²⁾		44,063		353		N.M.
Mid-Continent		171,875		136,312		26.1
	$	1,073,222	$	608,447		76.4	%
Throughput (Bcf):
Barnett Shale		381.3		437.3		(12.8	)%
Eagle Ford Shale		96.0		2.2		N.M.
Haynesville Shale		244.3		138.4		76.5
Marcellus Shale		372.1		256.7		45.0
Niobrara Shale		5.5		0.1		N.M.
Utica Shale		39.0		0.5		N.M.
Mid-Continent		212.2		206.5		2.8
		1,350.4		1,041.7		29.6	%

⁽¹⁾	N.M. - not meaningful

⁽²⁾	Reflective of revenue after completion of the CMO Acquisition on December 20, 2012.

	Years Ended December 31,
	2013		2012		% Change ⁽¹⁾
	(In thousands, except percentages and per Mcf data)
Operating Expenses:
Barnett Shale	$	96,926	$	101,703		(4.7	)%
Eagle Ford Shale ⁽²⁾		59,059		1,604		N.M.
Haynesville Shale ⁽²⁾		41,176		15,642		163.2
Marcellus Shale ⁽²⁾		4,834		188		N.M.
Niobrara Shale ⁽²⁾		9,090		85		N.M.
Utica Shale ⁽²⁾		19,065		159		N.M.
Mid-Continent		70,609		52,979		33.3
Corporate		37,957		25,279		50.2
	$	338,716	$	197,639		71.4	%
Expenses ($ per Mcf):
Barnett Shale	$	0.25	$	0.23		8.7	%
Eagle Ford Shale		0.62		0.73		(15.1	)
Haynesville Shale		0.17		0.11		54.5
Marcellus Shale		1.01		0.63		60.3
Niobrara Shale		1.65		0.85		94.1
Utica Shale		0.49		0.31		58.1
Mid-Continent		0.33		0.26		26.9
	$	0.34	$	0.19		78.9	%

⁽¹⁾	N.M. - not meaningful

⁽²⁾	Reflective of operating expenses after completion of the CMO Acquisition on December 20, 2012.

Barnett Shale

Revenues . For the years ended December 31, 2013 and 2012, revenues totaled $433.7 million and $395.5 million, respectively. The increase was primarily the result of increasing volumes under our minimum volume commitment and the full year impact of the five cents per mcf fee redetermination which was effective on July 1, 2012. Total revenue for 2013 includes $64.9 million of revenues associated with the contractual minimum volume commitment. The minimum volume revenue offset a decrease in throughput of 12.8 percent due to decreased drilling activity by Chesapeake in 2013.

Operating Expenses . For the years ended December 31, 2013 and 2012, operating expenses were $96.9 million, or $0.25 per Mcf, compared to $101.7 million, or $0.23 per Mcf, respectively. Total operating expenses decreased 4.7% consistent with the decrease in throughput. The most significant operating expenses in the Barnett Shale region are compression costs.

Depreciation and Amortization Expenses . For the years ended December 31, 2013 and 2012, depreciation expenses were $97.9 million and $93.3 million, respectively. The increase was due to capital expenditures made in this region during 2013 and 2012.

Eagle Ford Shale

We acquired the Eagle Ford Shale assets in December 2012.

Revenues. For the year ended December 31, 2013, revenues in the Eagle Ford totaled $278.3 million and were primarily attributable to the amount of throughput on our gathering systems and the rates charged for gathering such throughput. We invested $316.0 million of capital in this region in 2013 and as a result, we experienced increased revenues in 2014.

Operating Expenses. For the year ended December 31, 2013, operating expenses totaled $59.1 million, or $0.62 per Mcf. The most significant operating expenses in this region are employee compensation and compression costs.

Depreciation and Amortization Expenses. Depreciation and amortization expense for the year ended December 31, 2013, was $51.4 million.

Haynesville Shale

Revenues . For the years ended December 31, 2013 and 2012, revenues were $119.2 million and $68.2 million, respectively. An overall increase in throughput of 76.5 percent resulted from production from the Mansfield gathering system acquired in December 2012, offset by a volume decrease for the Springridge gathering system of 16.1 percent. Haynesville revenues were positively impacted by an annual rate escalation of 2.5 percent and rate redetermination of 15 percent on the Springridge gathering system, both effective January 1, 2013. Additionally, we have contractual minimum volume commitments from Chesapeake in the Haynesville Shale. Throughput for each of the years ended December 31, 2013 and 2012 was above the minimum volume commitment levels.

Operating Expenses . For the years ended December 31, 2013 and 2012, operating expenses were $41.2 million and $15.6 million, respectively. All of our operating expenses in this region increased significantly as a result of the acquisition of the Mansfield gathering system in December 2012. Operating expenses per Mcf increased primarily due to the need for additional treating services for the natural gas gathered in our Mansfield gathering system.

Marcellus Shale

On September 4, 2013, we sold Mid-Atlantic to Chesapeake for net proceeds of $32.9 million. Mid-Atlantic was acquired in December 2012 and consisted of midstream assets in the Marcellus region. These assets were not part of our equity method investment in Appalachia Midstream. The net proceeds equaled our basis in the assets; thus, no gain or loss was recognized as a result of the sale.

The large majority of our assets in the Marcellus Shale are accounted for as equity investments and included in Income from Unconsolidated Affiliates. See further discussion below under “Income from Unconsolidated Affiliates” in this section of Marcellus Shale results of operations.

Income from unconsolidated affiliates. On December 29, 2011, we acquired all of the issued and outstanding equity interest in Appalachia Midstream, which owns an average 45 percent interest in 11 gas gathering systems in the Marcellus Shale in Pennsylvania and West Virginia. The remaining average 55 percent interests in these assets are owned primarily by Statoil, Anadarko, Epsilon and Mitsui. Income from unconsolidated affiliates was $133.0 million and $67.6 million reflecting activity for the years ended December 31, 2013 and 2012, respectively. Revenues (net to our interest) for the years ended December 31, 2013 and 2012 were $234.8 million and $140.5 million, respectively. The net increase was due to throughput growth and increased construction activity in the Marcellus region where we invested $289.7 million of capital in 2013. Operating expenses on a per unit basis for the years ended December 31, 2013 and 2012 were $0.10 Mcf and $0.06 Mcf, respectively. The increase in operating expenses is consistent with the increase in revenues in the Marcellus region. The margin for these assets is strong as a result of lower operating expenses than in many other regions of the United States. These lower operating expenses are primarily due to high reservoir pressures that reduce the need for compression in the transportation of commodities. We expect our margin in the Marcellus Shale to remain strong; however, we could experience a slight decrease in our margin over time as the need for additional compression increases. The following table summarizes the results of the Appalachia Midstream assets (net to our interest) for the year ended December 31, 2013.

	Year Ended December 31, 2013		Year Ended December 31, 2012
Revenue ($ in thousands)	$	234,801	$	140,541
Throughput (Bcf)		367.3		256.7
Operating Expenses ($ in thousands)	$	35,999	$	15,782
Expenses ($ per Mcf)		0.10		0.06

Niobrara Shale

Revenues. For the year ended December 31, 2013, revenues in the Niobrara Shale region were $15.1 million and were primarily attributable to the amount of throughput on our gathering systems and the rates charged for gathering such throughput.

Operating Expenses. For the year ended December 31, 2013, operating expenses in the Niobrara Shale region were $9.1 million. The most significant expenses in this region are employee compensation and compression costs.

Utica Shale

Revenues. For the year ended December 31, 2013, revenues in the Utica Shale region were $44.1 million and were primarily attributable to the amount of throughput and rates charged for such throughput on our gathering systems and gathering systems included in the Cardinal Joint Venture. We continue to invest significant capital in this region that is expected to drive volume and revenue growth in future periods.

Operating expenses. For the year ended December 31, 2013, operating expenses in the Utica Shale region were $19.1 million. The most significant operating expenses in this region are compensation and compression costs.

Income from unconsolidated affiliates . For the year ended December 31, 2013, loss from unconsolidated affiliates was $3.8 million.

Mid-Continent

Revenues . For the years ended December 31, 2013 and 2012, revenues were $171.9 million and $136.3 million, respectively. This increase was due to increased throughput of 2.8 percent as drilling activity increased in this liquids-rich region, a 2.5 percent annual fee escalation and a 15 percent fee increase due to annual contractual fee redetermination.

Operating Expenses . For the years ended December 31, 2013 and 2012, operating expenses were $70.6 million and $53.0 million, respectively. Operating expenses increased primarily due to added compression in anticipation of additional future throughput.

Income from unconsolidated affiliates . As part of the CMO Acquisition, we acquired a 33.33 percent equity interest in Ranch Westex JV LLC, which we own jointly with Regency Energy Partners, LP and Anadarko Pecos Midstream LLC. For the year ended December 31, 2013, income from unconsolidated affiliates was $1.2 million.

Corporate

Operating Expenses . For the years ended December 31, 2013 and 2012, operating expenses were $38.0 million and $25.3 million, respectively. The increase in operating expenses resulted from additional technical resources to support the assets acquired in 2012.

General and Administrative Expense. For the years ended December 31, 2013 and 2012, general and administrative expenses were $104.3 million and $67.6 million, respectively, representing an increase of 54.3 percent. This increase is primarily attributable to additional overhead expenses resulting from the increased scale of our operations following the CMO Acquisition, additional expense from equity-based, long-term incentive compensation influenced by the increase in our unit price, as well as transition costs as we developed an independent back office infrastructure.

Interest Expense. Interest expense for the year ended December 31, 2013 was $116.8 million, which was net of $43.9 million of capitalized interest. Interest expense was $64.7 million for the year ended December 31, 2012, which was net of $14.6 million of capitalized interest. The increase is related to interest expense on the 2023 Notes, issued in December 2012 and the additional senior notes issued August 2013. We also incurred interest expenses on borrowings under our revolving credit facility and our outstanding senior notes. Interest expense also includes commitment fees on the unused portion of our credit facility and amortization of debt issuance costs.

Income Tax Expense. Income tax expense for the years ended December 31, 2013 and 2012 was $5.2 million and $3.2 million, respectively, and was attributable to franchise taxes in the state of Texas. We and our subsidiaries are pass-through entities for federal income tax purposes. For these entities, all income, expenses, gains, losses and tax credits generated flow through to their owners and, accordingly, do not result in a provision for income taxes in the financial statements, other than Texas franchise tax.

Liquidity and Capital Resources

Following the Merger, our ability to finance operations, fund capital expenditures and pay distributions will largely depend on our ability to generate sufficient cash flow from operations as well as the availability of borrowings under our revolving credit facility and our access to the capital markets. Our ability to generate cash flow is subject to a number of factors, some of which are beyond our control. See Risk Factors in Item 1A of this annual report.

Historically, our sources of liquidity included cash generated from operations and borrowings under our revolving credit facility.

Working Capital (Deficit) . Working capital, defined as the amount by which current assets exceed current liabilities, is an indication of liquidity and the potential need for short-term funding. As of December 31, 2014, we had working capital of $217.6 million, and as of December 31, 2013, we had a working capital deficit of $48.5 million due to our capital intensive business that requires significant investment in new midstream operating assets and to maintain and improve existing facilities.

Cash Flows. Net cash provided by (used in) operating activities, investing activities and financing activities of the Partnership for the year ended December 31, 2014 and 2013 were as follows:

	Years Ended December 31,
	2014			2013
	($ in thousands)
Cash Flow Data:
Net cash provided by (used in):
Operating activities	$	770,973		$	563,962
Investing activities	$	(1,487,658	)	$	(1,556,418	)
Financing activities	$	741,327		$	944,691

Operating Activities . Net cash provided by operating activities was $771.0 million for the year ended December 31, 2014 compared to $564.0 million during the year ended December 31, 2013. Changes in cash flow from operations are largely due to the same factors that affect our net income, excluding various non-cash items such as depreciation, amortization and gains or losses on the sales of fixed assets. The increase was primarily attributable to distributions of earnings received from our unconsolidated affiliates and the timing impacts on our working capital accounts. Please read “Results of Operations” above in this Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Investing Activities . Net cash used in investing activities for the year ended December 31, 2014 decreased $68.8 million compared to the prior year. Approximately $1.5 billion of cash was used in investing activities during 2014. This amount included approximately $999.2 million in additions to property, plant, and equipment, $159.2 million in the purchase of compression assets and $351.3 million in additions to our investments in unconsolidated affiliates.

Financing Activities . Net cash provided by financing activities was $741.3 million for the year ended December 31, 2014 compared to $944.7 million for the year ended December 31, 2013. This decrease was primarily attributable to the issuance of senior notes during 2014, offset by an increase in payments on long-term borrowings.

Sources of Liquidity. At December 31, 2014, our sources of liquidity included:

•	cash on hand;

•	cash generated from operations;

•	borrowings availability under our revolving credit facility; and

•	capital raised through debt and equity markets.

Following the Merger, we now have a new $3.5 billion long-term unsecured credit facility, a $3.0 billion commercial paper program, and a $1.5 billion short-term unsecured credit facility, all as further described below.

We believe that cash generated from these sources will be sufficient to meet our short-term working capital requirements and long-term capital expenditure requirements and to fund our quarterly cash distributions to unitholders.

Cash flow from operations is a significant source of liquidity we use to fund capital expenditures, pay distributions and service debt. We have historically and expect in the future to use capacity on our credit facility and the capital markets to fund growth capital and acquire natural gas, natural gas liquids and oil gathering systems and other midstream energy assets, allowing us to execute our growth strategy.

Revolving Credit Facility. As of December 31, 2014 and 2013, we had approximately $640.0 million and $343.5 million, respectively, of borrowings outstanding under our revolving credit facility. On February 2, 2015, the revolving credit facility loans outstanding were paid and the revolving credit facility was terminated in connection with the Merger.

Credit Facilities Post-Merger. On February 2, 2015, we along with Transco and Northwest Pipeline, the lenders named therein and an administrative agent, entered into the Second Amended & Restated Credit Agreement with aggregate commitments available of $3.5 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. The maturity date of the facility is February 2, 2020. However, the co-borrowers may request an extension of the maturity date for an additional one year period, up to two times, to allow a maturity date as late as February 2, 2022 under certain conditions. The agreement allows for swing line loans up to an aggregate amount of $150 million, subject to available capacity under the credit facility, and letters of credit commitments of $1.125 billion. As of February 2, 2015, the total amount of outstanding letters of credit under the credit facility was approximately $2.0 million. Transco and Northwest Pipeline are each able to borrow up to $500 million under this credit facility to the extent not otherwise utilized by the other co-borrowers. As measured at December 31, 2014, we were in compliance with the financial covenants applicable to the revolving credit facility then in effect.

The agreement governing our credit facility contains the following terms and conditions:

•

Various covenants may limit, among other things, a borrower’s and its material subsidiaries’ ability to grant certain liens supporting indebtedness, a borrower’s ability to merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default, enter into certain restrictive agreements, and allow any material change in the nature of its business.

•	If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for all borrowers and accelerate the maturity of any loans of the defaulting borrower under the credit facility agreement and exercise other rights and remedies.

•

Other than swingline loans, each time funds are borrowed, the borrower must choose whether such borrowing will be an alternate base rate borrowing or a Eurodollar borrowing. If such borrowing is an alternate base rate borrowing, interest is calculated on the basis of the greater of (a) the Prime Rate, (b) the Federal Funds Effective Rate plus ½ of 1% and (c) a periodic fixed rate equal to the London Interbank Offered Rate (LIBOR) plus 1%, plus, in the case of each of (a), (b) and (c), an applicable margin. If the borrowing is a Eurodollar borrowing, interest is calculated on the basis of LIBOR for the relevant period plus an applicable margin. Interest on swingline loans is calculated as the sum of the alternate base rate plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined for each borrower by reference to a pricing schedule based on such borrower’s senior unsecured long-term debt ratings.

Our significant financial covenants require:

•	The ratio of debt to EBITDA (each as defined in the credit facility) to be no greater than 5 to 1, except for the fiscal quarter and the two following fiscal quarters in which one or more acquisitions has been executed, in which case the ratio of debt to EBITDA is to be no greater than 5.5 to 1.

•	The ratio of debt to capitalization (defined as net worth plus debt) must be no greater than 65 percent for each of Transco and Northwest Pipeline.

On February 3, 2015, we entered into a Credit Agreement providing for a $1.5 billion short-term credit facility with a maturity date of August 3, 2015 with an option to extend the maturity date to February 2, 2016 subject to certain circumstances. Our short-term credit facility has substantially the same covenants as our $3.5 billion credit facility. Under our short-term credit facility any time funds are borrowed, we must choose whether such borrowing will be an alternate base rate borrowing or a Eurodollar borrowing. Interest is calculated on each of these types of borrowings in the same manner as under our $3.5 billion credit facility. We are required to pay a commitment fee based on the unused portion of the short-term credit facility. The applicable margin and the commitment fee are determined by reference to a pricing schedule based on our senior unsecured long-term debt ratings. In the event of certain debt incurrences, issuances of equity, and certain asset sales, the Merged Partnership will be required to repay any outstanding borrowings and the commitments under the Short-Term Facility will be reduced on a dollar-for-dollar basis with the net cash proceeds of such events.

On February 2, 2015, the commercial paper program of Pre-merger WPZ was amended and restated for the merger and to allow a maximum outstanding amount of $3 billion. The maturities of the commercial paper notes vary but may not exceed 397 days from the date of issuance. The commercial paper notes are sold under customary terms in the commercial paper market and are issued at a discount from par, or, alternatively, are sold at par and bear varying interest rates on a fixed or floating basis.

Equity Issuances. On August 2, 2013, we entered into an Equity Distribution Agreement (“ATM”) under which we may offer and sell common units, in amounts, at prices and on terms to be determined by market conditions and other factors, having an aggregate market value of up to $300 million. We are under no obligation to issue equity under the ATM. For the year ended December 31, 2014, we sold an aggregate of 0.9 million common units under the ATM for net proceeds of approximately $52.2 million, net of approximately $0.5 million in commissions, plus an approximate $1.0 million capital contribution from our general partner to maintain its two percent general partner interest. For the year ended December 31, 2013, we sold an aggregate of 0.9 million common units under the ATM for aggregate gross proceeds of approximately $50.1 million and an approximate $1.0 million capital contribution from our general partner to maintain its two percent general partner interest. We used the proceeds for general partnership purposes. On February 24, 2015 we filed a post-effective amendment to terminate the effectiveness of the registration statement pertaining to sales of securities under the ATM and to deregister the offer and sale of all unsold securities thereunder. We anticipate filing a new registration statement on Form S-3 concerning the sale, on a continuous offering basis, by the Merged Partnership of common units.

On April 2, 2013, we completed an equity offering of 10.35 million common units, including 1.35 million common units issued pursuant to the underwriters’ exercise of their option to purchase additional common units, at a price of $39.86 per common unit. We received offering proceeds (net of underwriting discounts and commissions) of $399.8 million from the equity offering, including proceeds from the underwriters’ exercise of their option to purchase additional common units and an approximate $8.4 million capital contribution from our general partner to maintain its two percent general partner interest. The proceeds were used for general partnership purposes, including repayment of amounts outstanding under our revolving credit facility.

On December 18, 2012, we completed an equity offering of 18.4 million common units, including 2.4 million common units issued pursuant to the underwriters’ exercise of their option to purchase additional common units, at a price of $32.15 per common unit. We received offering proceeds (net of underwriting discounts, commissions and offering expenses) of approximately $569.3 million from the equity offering, including proceeds from the underwriters’ exercise of their option to purchase additional common units. We used the net proceeds to pay a portion of the purchase price for the CMO Acquisition.

Subscription Agreement. On December 20, 2012, we sold 5.9 million Class B units to each of the GIP II Entities and Williams and 5.6 million Class C units to each of the GIP II Entities and Williams, in each case pursuant to the subscription agreement. We received aggregate proceeds of approximately $712.1 million in exchange for the sale of Class B units and Class C units, inclusive of the capital contribution made by our general partner to maintain its two percent interest in us following the issuance of the Class B and Class C units.

Capital Requirements. Our business is capital-intensive, requiring significant investment to grow our business as well as to maintain and improve existing assets. We categorize capital expenditures as either:

•

maintenance capital expenditures, which include those expenditures required to maintain our long-term operating capacity and/or operating income and service capability of our assets, including the replacement of system components and equipment that have suffered significant wear and tear, become obsolete or approached the end of their useful lives, those expenditures necessary to remain in compliance with regulatory legal requirements or those expenditures necessary to complete additional well connections to maintain existing system volumes and related cash flows; or

•

growth capital expenditures, which include those expenditures incurred in order to acquire additional assets to grow our business, expand and upgrade our systems and facilities, extend the useful lives of our assets, increase gathering, treating, compression and processing throughput from current levels and reduce costs or increase revenues.

For the years ended December 31, 2014 and 2013, growth capital expenditures totaled $1.1 billion and $1.5 billion, respectively. The 2014 and 2013 amounts include $385.2 million and $671.4 million, respectively, of capital expenditures made as part of our unconsolidated affiliates that are accounted for as equity investments. Maintenance capital expenditures totaled $130.0 million and $110.0 million for the years ended December 31, 2014 and 2013, respectively, an

increase of 18.2 percent. Our future capital expenditures may vary significantly from budgeted amounts and from period to period based on the investment opportunities that become available to us.

We continually review opportunities for both organic growth projects and acquisitions that will enhance our financial performance. Because our partnership agreement requires us to distribute most of the cash generated from operations to our unitholders and our general partner, we expect to fund future capital expenditures from cash and cash equivalents on hand, cash flow generated from our operations that is not distributed to our unitholders and general partner, borrowings under our revolving credit facility and future issuances of equity and debt securities.

Distributions. We intend to pay a minimum quarterly distribution of $0.3375 per unit per quarter. We do not have a legal obligation to pay this distribution. Our distribution for the fourth quarter 2014 was a distribution from the Merged Partnership and was calculated based on the Merged Partnership’s units at the record date.

The following table represents a summary of our quarterly distributions for the years ended December 31, 2014 and 2013:

Declaration
Date

Record
Date

Distribution
Date

Distribution
Declared

2014

Fourth quarter

January 26, 2015

February 9, 2015

February 13, 2015

0.8500

Third quarter

October 23, 2014

November 7, 2014

November 14, 2014

0.6150

Second quarter

July 18, 2014

August 7, 2014

August 14, 2014

0.5950

First quarter

April 24, 2014

May 8, 2014

May 15, 2014

0.5750

2013

Fourth quarter

January 24, 2014

February 7, 2014

February 14, 2014

0.5550

Third quarter

October 25, 2013

November 7, 2013

November 14, 2013

0.5350

Second quarter

July 24, 2013

August 7, 2013

August 14, 2013

0.4850

First quarter

April 24, 2013

May 8, 2013

May 15, 2013

0.4675

Contractual Obligations. At December 31, 2014, and not reflecting the Merger, our contractual obligations included:


	Payments Due By Period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Long-term debt (including interest) ⁽¹⁾ ⁽²⁾	$	5,787,147	$	839,263	$	398,526	$	389,896	$	4,159,462
Other long-term liabilities		71,700		—		—		71,700		—
Purchase obligations		326,628		326,628		—		—		—
Capital leases		4,602		3,287		1,315		—		—
Operating leases		114,049		38,889		47,034		12,338		15,788
Total	$	6,304,126	$	1,208,067	$	446,875	$	473,934	$	4,175,250

(1)	Assumes a commitment fee of 0.375 percent on the unused portion of the credit facility.

(2)	In conjunction with the Merger, we assumed long-term debt of $16.3 billion as of December 31, 2014, with maturities ranging from 2015 to 2045, not included in this table.

Off-Balance Sheet Arrangements of Debt or Other Commitments

We have various other commitments which are disclosed in Note 2 (Summary of Significant Accounting Policies – Fair Value) and Note 13 (Commitments and Contingencies) of Notes to Condensed Consolidated Financial Statements. We do not believe these commitments will prevent us from meeting our liquidity needs.

Critical Accounting Policies and Estimates

Readers of this report and users of the information contained in it should be aware of how certain events may impact our financial results based on the accounting policies in place. The policies we consider to be the most significant are discussed below. The Partnership’s management has discussed each critical accounting policy with the Audit Committee of the Partnership’s general partner’s board of directors.

The selection and application of accounting policies are an important process that changes as our business changes and as accounting rules are developed. Accounting rules generally do not involve a selection among alternatives, but involve an implementation and interpretation of existing rules and the use of judgment to the specific set of circumstances existing in our business.

Depreciation and amortization

Depreciation associated with our property, plant and equipment and other assets is calculated using the straight-line method, based on the estimated useful lives of our assets. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Uncertainties that impact these estimates include changes in laws and regulations relating to restoration and abandonment requirements, economic conditions and supply and demand in the area. When assets are put into service, we make estimates with respect to useful lives and salvage values that we believe are reasonable. However, subsequent events could cause us to change our estimates, thus impacting the future calculation of depreciation. The estimated service lives of our functional asset groups are as follows:

Asset Group		Estimated Useful Lives (In years)
Gathering systems		30
Other fixed assets		2 to 39

Intangible assets are generally amortized on a straight-line basis over their estimated useful lives, unless the assets’ economic benefits are consumed on an other than straight-line basis. The estimated useful life is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows.

Impairment of long-lived assets

Long-lived assets with recorded values that are not expected to be recovered through future cash flows are written down to estimated fair value. Assets are tested for impairment when events or circumstances indicate that the carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount that the carrying value exceeds the fair value of the asset is recognized. Fair value is typically determined using an income approach whereby the expected future cash flows are discounted using a rate management believes a market participant would assume is reflective of the risks associated with achieving the underlying cash flows.

Variable Interest Entities (“VIEs”)

An entity is referred to as a VIE pursuant to accounting guidance for consolidation if it possesses one of the following criteria: (i) it is thinly capitalized, (ii) the residual equity holders do not control the entity, (iii) the equity holders are shielded from the economic losses, (iv) the equity holders do not participate fully in the entity’s residual economics, or (v) the entity was established with non-substantive voting interests. We consolidate a VIE when we have both the power to direct the activities that most significantly impact the activities of the VIE and the right to receive benefits or the obligation to absorb losses of the entity that could be potentially significant to the VIE. We continually monitor both consolidated and unconsolidated VIEs to determine if any events have occurred that could cause the primary beneficiary to change.

I TEM 7A.

Quantitative and Qualitative Disclosures About Market Risk

As of December 31, 2014, we are dependent on Chesapeake, Total and other producers for substantially all of our supply of natural gas volumes and are consequently subject to the risk of nonpayment or late payment by Chesapeake, Total or other producers of gathering, treating and compression fees. Chesapeake’s debt ratings for its senior notes are below investment grade, and they may remain below investment grade for the foreseeable future. Additionally, we are also subject to the risk that one or more of these customers default on its obligations under its gas gathering agreements with us. Not all of our counterparties under our gas gathering agreements are rated by credit rating agencies. Accordingly, this risk may be more difficult to evaluate than it would be with an investment grade or otherwise rated contract counterparty or with a more diversified group of customers, and unless and until we significantly increase our customer base, we expect to continue to be subject to significant and non-diversified risk of nonpayment or late payment of our fees.

Interest Rate Risk

If interest rates rise, our financing costs would increase accordingly. Although this could limit our ability to raise funds in the capital markets, we expect in this regard to remain competitive with respect to acquisitions and capital projects, as our competitors would face similar circumstances. For the year ended December 31, 2014, a 125 basis point increase in the interest rate would have resulted in a $50.1 million decrease in net income.

Commodity Price Risk

We attempt to mitigate commodity price risk by contracting our operations on a long-term fixed-fee basis and through various provisions in our gas gathering and processing agreements that are intended to support the stability of our cash flows. Natural gas prices are historically impacted by changes in the supply and demand of natural gas, as well as market uncertainty. However, an actual or anticipated prolonged reduction in natural gas prices or disparity in oil and natural gas pricing could result in reduced drilling in our areas of operations and, accordingly, in volumes of natural gas gathered by our systems. Notwithstanding any minimum volume commitments, fee redetermination provisions and cost of service provisions in our commercial agreements with producers, a reduction in volumes of natural gas gathered by our systems could adversely affect both our profitability and our cash flows. Adverse effects on our cash flows from reductions in natural gas prices could adversely affect our ability to make cash distributions to our unitholders.

We have agreed with our producer customers on caps on fuel and lost and unaccounted for gas on certain of our gathering systems in our operating regions. If we exceed a permitted cap in any covered period, we may incur significant expenses to replace the natural gas used as fuel and lost or unaccounted for in excess of such cap based on then current natural gas prices. Accordingly, this replacement obligation will subject us to direct commodity price risk.

Additionally, an increase in commodity prices could result in increased costs of steel and other products that we use in the operation of our business, as well as the cost of obtaining rights-of-way for property on which our assets are located. Accordingly, our operating expenses and capital expenditures could increase as a result of an increase in commodity prices.

PART II

I TEM 8.

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

	Page
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm	75
Consolidated Balance Sheets at December 31, 2014 and 20123	77
Consolidated Statements of Income for the Years Ended December 31, 2014, 2013 and 2012	78
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012	79
Consolidated Statements of Changes in Partners’ Capital for the Years Ended December 31, 2014, 2013 and 2012	80
Notes to Consolidated Financial Statements	81

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors of WPZ GP LLC,

General Partner of Williams Partners L.P.

and the Limited Partners of Williams Partners L.P.

We have audited the accompanying consolidated balance sheet of Williams Partners L.P. (formerly named Access Midstream Partners, L.P.) (the “Partnership”) as of December 31, 2014, and the related consolidated statements of income, changes in partners’ capital, and cash flows for the year then ended. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Partnership at December 31, 2014, and the consolidated results of its operations and its cash flows for the year then ended, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Partnership’s internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2015 expressed an unqualified opinion thereon.

/s/ Ernst & Young LLP

Tulsa, Oklahoma

February 25, 2015

Report of Independent Registered Public Accounting Firm

To the Board of Directors of Access Midstream Partners GP, L.L.C., as General Partner of

Williams Partners, L.P. formerly known as Access Midstream Partners, L.P. and the Unitholders

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of operations, of changes in partners’ capital and of cash flows present fairly, in all material respects, the financial position of Williams Partners L.P. (formerly known as Access Midstream Partners, L.P.) and its subsidiaries (the “Partnership”) at December 31, 2013 and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnership’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Prior to December 2012, as discussed in Notes 5 and 6 to the accompanying consolidated financial statements, Williams Partners L.P. (formerly known as Access Midstream Partners, L.P.) earned substantially all of its revenues and had other significant transactions with affiliated entities.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma

February 21, 2014, except for Note 16 to the consolidated financial statements appearing under Item 8 of the Partnership’s 2013 Annual Report on Form 10-K/A (not presented herein), as to which the date is March 3, 2014, and except for the effects of the capital structure change described in Note 1, as to which the date is February 25, 2015

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2014			2013
	($ in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	41,871		$	17,229
Accounts receivable		377,078			222,409
Prepaid expenses		24,531			10,182
Other current assets		19,924			8,111
Total current assets		463,404			257,931

Property, plant and equipment
Gathering systems		6,700,092			5,974,940
Other fixed assets		469,482			175,411
Less: Accumulated depreciation		(1,117,105	)		(859,551	)
Total property, plant and equipment, net		6,052,469			5,290,800
Investments in unconsolidated affiliates		2,229,986			1,936,603
Intangible customer relationships, net		348,683			372,391
Deferred loan costs, net		49,035			59,721
Total assets	$	9,143,577		$	7,917,446
LIABILITIES AND PARTNERS' CAPITAL

Current liabilities
Accounts payable	$	32,575		$	37,520
Accrued gathering liabilities		54,490			108,934
Accrued interest		50,197			39,422
Accrued compensation and benefits		23,165			48,745
Due to affiliate		17,988			-
Accrued taxes		22,643			25,273
Other accrued liabilities		44,761			46,578
Total current liabilities		245,819			306,472

Long-term liabilities
Long-term debt		4,295,055			3,249,230
Other liabilities		90,386			8,954
Total long-term liabilities		4,385,441			3,258,184

Commitments and contingencies (Note 13)
Partners' capital
Common units (202,532,920 and 188,739,474 issued and outstanding at December 31, 2014 and December 31, 2013, respectively) (Note 1)		3,501,613			3,343,145
Class B units (13,725,843 and 13,188,705 issued and outstanding at December 31, 2014 and December 31, 2013) (Note 1)		360,190			318,472
Class C units (zero and 11,888,247 issued and outstanding at December 31, 2014 and December 31, 2013) (Note 1)		-			322,896
General partner interest		172,824			114,393
Total partners' capital attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.)		4,034,627			4,098,906
Noncontrolling interest		477,690			253,884
Total partners' capital		4,512,317			4,352,790
Total liabilities and partners' capital	$	9,143,577		$	7,917,446

The accompanying notes are an integral part of the consolidated financial statements.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

CONSOLIDATED STATEMENTS OF INCOME

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2014			2013			2012
	($ in thousands, except per unit data)

Revenues	$	1,378,939		$	1,073,222		$	608,447

Operating expenses
Operating expenses		427,589			338,716			197,639
Depreciation and amortization expense		314,758			296,179			165,517
General and administrative expense		202,796			104,332			67,579
Other operating expense (income)		24,123			2,092			(766	)

Total operating expenses		969,266			741,319			429,969

Operating income		409,673			331,903			178,478

Other income (expense)
Income from unconsolidated affiliates		205,082			130,420			67,542
Interest expense		(185,680	)		(116,778	)		(64,739	)
Other income		872			827			320

Income before income tax expense		429,947			346,372			181,601
Income tax expense		576			5,223			3,214

Net income		429,371			341,149			178,387
Net income (loss) attributable to noncontrolling interests		31,311			5,124			(68	)

Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.)	$	398,060		$	336,025		$	178,455

Limited partner interest in net income
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.)	$	398,060		$	336,025		$	178,455
Less general partner interest in net income (Note 4)		(147,507	)		(40,681	)		(8,481	)
Limited partner interest in net income	$	250,553		$	295,344		$	169,974

Net income per limited partner unit - basic and diluted (Note 4)
Common units	$	1.01		$	0.95		$	1.05
Subordinated units (Note 3)	$	-		$	0.88		$	1.07

The accompanying notes are an integral part of the consolidated financial statements.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2014			2013			2012
	($ in thousands)
Cash flows from operating activities:
Net income	$	429,371		$	341,149		$	178,387
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		314,758			296,179			165,517
Income from unconsolidated affiliates		(205,082	)		(130,420	)		(67,542	)
Loss on impairments and disposals of assets		23,783			-			-
Other non-cash items		35,621			20,577			8,296
Distribution of earnings received from unconsolidated affiliates		281,733			82,871			-
Changes in assets and liabilities:
(Increase) decrease in accounts receivable		(143,810	)		(97,507	)		18,484
(Increase) decrease in other assets		(13,270	)		2,244			(9,925	)
Increase (decrease) in accounts payable		(4,286	)		(10,492	)		8,800
Increase (decrease) in accrued liabilities		(19,545	)		59,361			16,113
Increase (decrease) in other long-term liabilities		71,700			-			-

Net cash provided by operating activities		770,973			563,962			318,130

Cash flows from investing activities:
Additions to property, plant and equipment		(999,211	)		(1,058,599	)		(350,500	)
Purchase of compression assets		(159,210	)		-			-
Acquisition of gathering system assets		-			-			(2,160,000	)
Investments in unconsolidated affiliates		(351,331	)		(572,370	)		(185,039	)
Proceeds from sale of assets		22,094			74,551			9,574

Net cash used in investing activities		(1,487,658	)		(1,556,418	)		(2,685,965	)

Cash flows from financing activities:
Proceeds from long-term debt borrowings		2,699,371			2,015,700			1,387,800
Payments on long-term debt borrowings		(2,402,871	)		(1,672,200	)		(2,100,700	)
Proceeds from issuance of common units		52,155			449,312			569,255
Proceeds from issuance of Class B units		-			-			343,000
Proceeds from issuance of Class C units		-			-			343,000
Proceeds from issuance of senior notes		750,000			414,094			2,150,000
Distributions to unitholders		(536,716	)		(389,128	)		(251,720	)
Capital contributions from noncontrolling interests		192,495			151,976			-
Payments on capital lease obligations		(3,479	)		(3,552	)		-
Payments on leasehold improvement financing		-			(17,798	)		-
Debt issuance costs		(8,929	)		(12,414	)		(39,626	)
Other		(699	)		8,701			31,798

Net cash provided by financing activities		741,327			944,691			2,432,807

Net increase (decrease) in cash and cash equivalents		24,642			(47,765	)		64,972
Cash and cash equivalents, beginning of period		17,229			64,994			22

Cash and cash equivalents, end of period	$	41,871		$	17,229		$	64,994

Supplemental disclosure of non-cash investing activities:
Changes in accounts payable and other liabilities related to purchases of property, plant and equipment	$	36,603		$	7,434		$	60,427
Changes in other liabilities related to asset retirement obligations	$	8,494		$	(1,314	)	$	(133	)
Property, plant and equipment acquired under capital lease	$	-		$	(9,370	)	$	-
Property, plant and equipment acquired through leasehold improvement financing	$	-		$	(17,798	)	$	-

Supplemental disclosure of cash payments for interest, net of capitalized interest	$	151,786		$	39,939		$	30,292
Supplemental disclosure of cash payments for taxes	$	2,000		$	3,300		$	2,900

The accompanying notes are an integral part of the consolidated financial statements.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL

	Partners' Equity
	Limited Partners															Non-
													General			controlling
	Common			Subordinated			Class B			Class C			Partner			interest			Total
($ in thousands)
Balance at December 31, 2011	$	1,561,504		$	869,241		$	-		$	-		$	42,400		$	-		$	2,473,145
Net income		90,822			78,736			214			202			8,481			(68	)		178,387
Distribution to unitholders		(130,204	)		(113,976	)		-			-			(7,540	)		-			(251,720	)
Contributions from noncontrolling interest owners		-			-			-			-			-			111,741			111,741
Non-cash equity based compensation		3,695			-			-			-			-			-			3,695
Issuance of common units		569,255			-			-			-			-			-			569,255
Issuance of Class B units		-			-			331,148			-			-			-			331,148
Issuance of Class C units		-			-			-			331,115			-			-			331,115
Issuance of general partner units		-			-			-			-			49,841			-			49,841
Beneficial conversion feature of Class B and Class C units		95,073			-			(58,328	)		(36,745	)		-			-			-
Amortization of beneficial conversion feature of Class B and Class C units		(1,803	)		-			824			979			-			-			-
Other adjustments		(101	)		-			-			-			-			-			(101	)
Balance at December 31, 2012	$	2,188,241		$	834,001		$	273,858		$	295,551		$	93,182		$	111,673		$	3,796,506
Net income		206,236			54,479			18,055			16,574			40,681			5,124			341,149
Distribution to unitholders		(241,080	)		(96,879	)		-			(21,699	)		(29,470	)		-			(389,128	)
Conversion of subordinated units to common units		791,601			(791,601	)		-			-			-			-			-
Contributions from noncontrolling interest owners		-			-			-			-			-			137,087			137,087
Non-cash equity based compensation		7,864			-			-			-			-			-			7,864
Issuance of common units		449,312			-			-			-			-			-			449,312
Issuance of general partner interests		-			-			-			-			10,000			-			10,000
Beneficial conversion feature of Class B units		1,317			-			(1,317	)		-			-			-			-
Amortization of beneficial conversion feature of Class B and Class C units		(60,346	)		-			27,876			32,470			-			-			-
Balance at December 31, 2013	$	3,343,145		$	-		$	318,472		$	322,896		$	114,393		$	253,884		$	4,352,790
Net income		235,828			-			13,550			1,175			147,507			31,311			429,371
Distribution to unitholders		(438,635	)		-			-			(6,215	)		(91,866	)		-			(536,716	)
Conversion of Class C units to common units		321,151			-			-			(321,151	)		-			-			-
Contributions from noncontrolling interest owners		-			-			-			-			-			192,495			192,495
Non-cash equity based compensation		19,432			-			-			-			-			-			19,432
Issuance of general partner interests		-			-			-			-			2,790			-			2,790
Issuance of common units		52,155			-			-			-			-			-			52,155
Beneficial conversion feature of Class B units		(1,317	)		-			1,317			-			-			-			-
Amortization of beneficial conversion feature of Class B and Class C units		(30,146	)		-			26,851			3,295			-			-			-
Balance at December 31, 2014	$	3,501,613		$	-		$	360,190		$	-		$	172,824		$	477,690		$	4,512,317

The accompanying notes are an integral part of the consolidated financial statements.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

N OTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	Description of Business and Basis of Presentation

Basis of presentation . These financial statements pertain to the entity formerly named Access Midstream Partners, L.P. (“ACMP”). As further described below, following the consummation of a merger on February 2, 2015, the name of the entity was changed to Williams Partners L.P. For purposes of these financial statements, references to Williams Partners L.P. (the “Partnership” or “Pre-merger ACMP”) pertain to ACMP as it existed prior to the consummation of the merger, the “Merged Partnership” pertains to the entity as it exists after the consummation of the merger, and “Pre-merger WPZ” pertains to the entity originally named Williams Partners L.P. prior to the consummation of the merger. WPZ, a Delaware limited partnership formed in January 2010, is principally focused on natural gas gathering, the first segment of midstream energy infrastructure that connects natural gas produced at the wellhead to third-party takeaway pipelines. The Partnership’s assets are located in Arkansas, Kansas, Louisiana, Ohio, Oklahoma, Pennsylvania, Texas, West Virginia and Wyoming. The Partnership provides gathering, treating and compression services to Chesapeake Energy Corporation (“Chesapeake”), Total Gas and Power North America, Inc. and Total E&P USA, Inc., a wholly owned subsidiary of Total, S.A. (collectively, “Total”), Statoil ASA (“Statoil”), Anadarko Petroleum Corporation (“Anadarko”), Mitsui & Co., Ltd. (“Mitsui”) and other producers under long-term, fixed-fee contracts.

For purposes of these financial statements, the “GIP I Entities” refers to, collectively, GIP-A Holding (CHK), L.P., GIP-B Holding (CHK), L.P. and GIP-C Holding (CHK), L.P., the “GIP II Entities” refers to certain entities affiliated with Global Infrastructure Investors II, LLC, and “GIP” refers to the GIP I Entities and their affiliates and the GIP II Entities, collectively. “Williams” refers to The Williams Companies, Inc. (NYSE: WMB).

The accompanying consolidated financial statements of the Partnership have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). To conform to these accounting principles, management makes estimates and assumptions that affect the amounts reported in the consolidated financial statements and the notes thereto. These estimates are evaluated on an ongoing basis, utilizing historical experience and other methods considered reasonable under the particular circumstances. Although these estimates are based on management’s best available knowledge at the time, changes in facts and circumstances or discovery of new facts or circumstances may result in revised estimates and actual results may differ from these estimates. Effects on the Partnership’s business, financial position and results of operations resulting from revisions to estimates are recognized when the facts that give rise to the revision become known.

Williams Acquisition. On July 1, 2014, Williams acquired all of the interests in the Partnership and Access Midstream Ventures, L.L.C. (“Access Midstream Ventures”), the sole member of Access Midstream Partners GP, L.L.C. (the “General Partner”), that were owned by the GIP II Entities (the “Williams Acquisition”). As a result of the Williams Acquisition, Williams wholly owns the General Partner. The GIP II Entities no longer have any ownership interest in the Partnership or the General Partner. At December 31, 2014, Williams held 4,157,665 notional general partner units representing a 2.0 percent general partner interest in the Partnership, all of the Partnership’s incentive distribution rights, 88,940,056 common units and 12,930,367 Class B units. At December 31, 2014, Williams’ ownership represented an aggregate 49.0 percent limited partner interest in the Partnership. The public held 101,855,143 common units, representing a 49.0 percent limited partner interest in the Partnership.

As a result of the Williams Acquisition, both components of the Management Incentive Compensation Plan and all of the equity awards previously outstanding under the Long-Term Incentive Plan vested on July 1, 2014. In addition, on July 16, 2014, the Partnership issued cash and equity retention awards to certain key employees that have various vesting periods between one and four years. As a result of these transaction related costs, total compensation expense for the year ended December 31, 2014 was approximately $96.0 million.

Merger with Williams Partners L.P. Pursuant to an Agreement and Plan of Merger dated as of October 24, 2014, the general partners of Williams Partners L.P. and Access Midstream Partners, L.P. agreed to combine those businesses and their general partners, with Williams Partners L.P. merging with and into Access Midstream Partners, L.P. and the Access Midstream Partners, L.P. general partner being the surviving general partner (the “Merger”). As further described below, following the consummation of the Merger on February 2, 2015, the name of the registrant was changed to Williams Partners L.P. and the name of its general partner was changed to WPZ GP LLC.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

In accordance with the terms of the Merger, each Pre-merger ACMP unitholder received 1.06152 Pre-merger ACMP units for each Pre-merger ACMP unit owned immediately prior to the Merger (“Pre-merger Unit Split”). In conjunction with the Merger, each Pre-merger WPZ common unit held by the public was exchanged for 0.86672 common units of Pre-merger ACMP (“Merger Exchange”). Each Pre-merger WPZ common unit held by Williams was exchanged for 0.80036 common units of Pre-merger ACMP. Prior to the closing of the Merger, the Class D limited partner units of Pre-merger WPZ, all of which were held by Williams, were converted into Pre-merger WPZ common units on a one-for-one basis pursuant to the terms of the partnership agreement of Pre-merger WPZ. All of the general partner interests of Pre-merger WPZ were converted into general partner interests of Pre-merger ACMP such that the general partner interest of Pre-merger ACMP represents 2 percent of the outstanding partnership interest. Following the Merger, Williams owns an approximate 60 percent interest in the merged partnership, including the general partner interest and IDRs. Unless otherwise noted, all units discussed throughout this report are Pre-merger ACMP units before the Pre-merger Unit Split.

Prior to the Merger, Williams owned certain limited partnership interests in both Pre-merger WPZ and Pre-merger ACMP, as well as 100 percent of the general partners of both partnerships. Due to the ownership of the general partners, Williams controlled both partnerships. Williams’ control of Pre-merger WPZ began with its inception in 2005, while control of Pre-merger ACMP was achieved upon obtaining an additional 50 percent interest in its general partner effective July 1, 2014. Williams previously acquired 50 percent of the Pre-merger ACMP general partner in a separate transaction in 2012.

Midcon Acquisition. On March 31, 2014, the Partnership acquired certain midstream compression assets from MidCon Compression, L.L.C. (“MidCon”), a wholly owned subsidiary of Chesapeake, for approximately $160 million. The acquisition added natural gas compression assets, historically leased from MidCon, in the rapidly growing Utica Shale and Marcellus Shale regions. The acquired assets include more than 100 compression units with a combined capacity of approximately 200,000 horsepower.

GIP II Entities acquisition. During the second quarter of 2012, the GIP II Entities acquired Chesapeake’s 50 percent interest in the Partnership’s general partner and all of the common units and subordinated units in the Partnership that were previously held by Chesapeake. The remaining 50 percent interest in the Partnership’s general partner continued to be owned by the GIP I Entities.

Williams 2012 Acquisition . Concurrently with the CMO Acquisition, the GIP I Entities sold to Williams 34,538,061 of the Partnership’s subordinated units and 50% of the outstanding equity interests in the General Partner, for cash consideration of approximately $1.8 billion (the “Williams 2012 Acquisition”). The Partnership did not receive any cash proceeds from the Williams 2012 Acquisition. As a result of the closing of the Williams 2012 Acquisition, the GIP I Entities no longer had any ownership interest in the Partnership or its general partner and the GIP II Entities and Williams together owned and controlled the Partnership’s general partner until the Williams Acquisition in 2014.

Equity Issuance. On August 2, 2013, the Partnership entered into an Equity Distribution Agreement (“ATM”) under which it may offer and sell common units, in amounts, at prices and on terms to be determined by market conditions and other factors, having an aggregate market value of up to $300 million. The Partnership is under no obligation to issue equity under the ATM. For the year ended December 31, 2014, the Partnership sold an aggregate of 0.9 million common units under the ATM for net proceeds of approximately $52.2 million, net of approximately $0.5 million in commissions, plus an approximate $1.0 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. For the year ended December 31, 2013, the Partnership sold an aggregate of 0.9 million common units under the ATM for aggregate gross proceeds of approximately $50.1 million and an approximate $1.0 million capital contribution from the Partnership’s general partner to maintain its two percent general partner interest. The Partnership used the proceeds for general partnership purposes. On February 24, 2015 management filed a post-effective amendment to terminate the effectiveness of the registration statement pertaining to sales of securities under the ATM and to deregister the offer and sale of all unsold securities thereunder. Management anticipates filing a new registration statement on Form S-3 concerning the sale, on a continuous offering basis, by the Merged Partnership of common units.

On April 2, 2013, the Partnership completed an equity offering of 10.35 million common units, including 1.35 million common units issued pursuant to the underwriters’ exercise of their option to purchase additional common units, at a price of $39.86 per common unit. The Partnership received offering proceeds (net of underwriting discounts and commissions) of $399.8 million from the equity offering, including proceeds from the underwriters’ exercise of their option to purchase additional common units, plus an approximate $8.4 million capital contribution from the General Partner to maintain its two percent general partner interest. The proceeds were used for general partnership purposes, including repayment of amounts outstanding under the Partnership’s revolving credit facility.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

On December 18, 2012, the Partnership completed an equity offering of 18.4 million common units (such amount includes 2.4 million common units issued pursuant to the exercise of the underwriters’ over-allotment option) representing limited partner interest in the Partnership, at a price of $32.15 per common unit. The Partnership received gross offering proceeds (net of underwriting discounts, commissions and offering expenses) from the equity offering of approximately $569.3 million, including the exercise of the option to purchase additional units. The Partnership used the net proceeds to pay a portion of the purchase price for the CMO Acquisition.

Subscription Agreement. On December 20, 2012, the Partnership sold 5.9 million Class B units to each of the GIP II Entities and Williams and 5.6 million Class C units to each of the GIP II Entities and Williams, in each case pursuant to the subscription agreement. The Partnership received aggregate proceeds of approximately $712.1 million in exchange for the sale of Class B units and Class C units, inclusive of the capital contribution made by its general partner to maintain its 2.0 percent interest in the Partnership following the issuance of common, Class B and Class C units.

Limited partner and general partner units. The following table summarizes common, subordinated, Class B, Class C and general partner units issued during the years ended December 31, 2014, 2013 and 2012:

	Limited Partner Units
	Common		Subordinated			Class B		Class C			General Partner Interests		Total
Balance at December 31, 2011		78,876,643		69,076,122			—		—			3,019,444		150,972,209
Long-term incentive plan awards		47,810		—			—		—			976		48,786
December 2012 equity issuances		18,400,000		—			11,858,050		11,199,268			846,068		42,303,386
Balance at December 31, 2012		97,324,453		69,076,122			11,858,050		11,199,268			3,866,488		193,324,381
Long-term incentive plan awards		98,242		—			—		—			2,006		100,248
April 2013 equity issuance		10,350,000		—			—		—			211,224		10,561,224
Conversion of subordinated units to common units		69,076,122		(69,076,122	)		—		—			—		—
ATM equity issuances		952,330		—			—		—			19,435		971,765
Paid-in-kind Class B unit distributions		—		—			566,308		—			11,557		577,865
Balance at December 31, 2013		177,801,147		—			12,424,358		11,199,268			4,110,710		205,535,483
Long-term incentive plan awards		885,565		—			—		—			18,073		903,638
Conversion of Class C units to common units		11,199,268		—			—		(11,199,268	)		—		—
ATM equity issuances		909,219		—			—		—			18,555		927,774
Paid-in kind Class B unit distributions		—		—			506,009		—			10,327		516,336
Balance at December 31, 2014		190,795,199		—			12,930,367		—			4,157,665		207,883,231
Pre-merger unit split rate		1.06152					1.06152					1.06152		1.06152
Balance at December 31, 2014		202,532,920		—			13,725,843		—			4,413,445		220,672,208

Accounting standards issued but not yet adopted. On May 28, 2014, Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers. The standard will eliminate the transaction and industry specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

use more judgment and make more estimates than under today’s guidance. This guidance will be effective for the Partnership beginning January 1, 2017. The Partnership is currently evaluating the impact of this new standard on its consolidated financial statements.

2.	Summary of Significant Accounting Policies

Principles of consolidation. The consolidated financial statements include the accounts of all entities that the Partnership controls and the Partnership’s proportionate interest in the accounts of certain ventures in which we own an undivided interest. Management judgment is required to evaluate whether the Partnership controls an entity. Key areas of that evaluation include (i) determining whether an entity is a variable interest entity (“VIE”); (ii) determining whether the Partnership is the primary beneficiary of a VIE, including evaluating which activities of the VIE most significantly impact its economic performance and the degree of power that the Partnership and its related parties have over those activities through variable interests; (iii) identifying events that require reconsideration of whether an entity is a VIE and continuously evaluating whether the Partnership is a VIE’s primary beneficiary; and (iv) evaluating whether other owners in entities that are not VIEs are able to effectively participate in significant decisions that would be expected to be made in the ordinary course of business such that the Partnership does not have the power to control such entities.

The Partnership applies the equity method of accounting to investments in entities over which the Partnership exercises significant influence but does not control.

Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts and disclosure of contingencies. Significant estimates include: (1) estimated useful lives of assets, which impacts depreciation and amortization; (2) accruals related to revenues, expenses and capital costs; (3) litigation-related contingencies; and (4) cost allocations. Although management believes these estimates are reasonable, actual results could differ from the Partnership’s estimates.

Cash and cash equivalents . For purposes of the consolidated financial statements, investments in all highly liquid instruments with original maturities of three months or less at date of purchase are considered to be cash equivalents. The Partnership had approximately $41.9 million and $17.2 million of cash and cash equivalents as of December 31, 2014 and 2013, respectively.

Accounts receivable. The majority of accounts receivable relate to gathering and treating activities. Accounts receivable are carried on a gross basis, with no discounting, less the allowance for doubtful accounts. The Partnership estimates the allowance for doubtful accounts based on existing economic conditions, the financial condition of the Partnership’s customers, and the amount and age of past due accounts. Receivables are considered past due if full payment is not received by the contractual due date. Past due accounts are generally written off against the allowance for doubtful accounts only after all collection attempts have been exhausted. At December 31, 2014 and 2013, the Partnership had no allowance for doubtful accounts.

Property, plant and equipment and depreciation . Property, plant and equipment are recorded at cost. Expenditures for maintenance and repairs that do not add capacity or extend the useful life of an asset are expensed as incurred. The carrying value of the assets is based on estimates, assumptions and judgments relative to useful lives and salvage values. As assets are disposed of, the cost and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is included in operating expenses in the statements of income.

Depreciation is calculated using the straight-line method, based on the assets’ estimated useful lives. These estimates are based on various factors including age (in the case of acquired assets), manufacturing specifications, technological advances and historical data concerning useful lives of similar assets. Amortization of assets recorded under capital leases is included in depreciation expense.

In July 2014, the Partnership reassessed the estimated useful lives of its gathering systems and related customer relationships, as well as the gathering systems of the investees which it operates. Following this assessment, the Partnership increased the useful lives of its gathering systems from 20 years to 30 years. Given the limited history of the assets at the Partnership’s inception, a 20 year useful life was deemed appropriate at the time based on the Partnership’s maintenance and pipeline integrity program in addition to the expectation that commercial quantities of oil and natural gas would continue to be produced in each operating area for that time period. As the Partnership’s experience in operating

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

the assets and confidence in the operating basins and its maintenance and pipeline integrity program grew, it was determined that a 30 year useful life is a more appropriate measure of the investment recovery period. The Partnership also reassessed the estimated useful lives of its other fixed assets and increased or decreased lives where appropriate depending on the type of other fixed asset.

In accordance with FASB ASC 250, the Partnership determined that the change in depreciation method is a change in accounting estimate, and accordingly, the change will be applied on a prospective basis. The effect of this change in estimate resulted in a decrease in depreciation expense for the year ended December 31, 2014, of approximately $58.3 million, or approximately $0.29 per common unit. The effect of this change in estimate also resulted in an increase in income from unconsolidated affiliates for the year ended December 31, 2014, of approximately $9.4 million, or approximately $0.05 per common unit, for a total increase in net income for the year ended December 31, 2014, of approximately $67.7 million, or approximately $0.34 per common unit.

Impairment of long-lived assets. Long-lived assets, including property, plant and equipment and intangible assets, with recorded values that are not expected to be recovered through future cash flows are written down to estimated fair value. Assets are tested for impairment when events or circumstances indicate that the carrying value may not be recoverable. The carrying value of a long-lived asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value exceeds the sum of the undiscounted cash flows, an impairment loss equal to the amount that the carrying value exceeds the fair value of the asset is recognized. $11.7 million of impairment charges were recognized in 2014 related to certain materials and equipment held for sale. See Note 8 – Property, Plant and Equipment for more information.

Equity method investments. The equity method of accounting is used to account for the Partnership’s interest in Utica East Ohio Midstream LLC and Ranch Westex JV, LLC, which the Partnership acquired as part of the CMO Acquisition. The equity method is also used to account for the Partnership’s various ownership interests in 11 gas gathering systems in the Marcellus Shale. See Note 1 – Description of Business and Basis of Presentation for more information on the acquisitions.

Asset retirement obligations . Management recognizes a liability based on the estimated costs of retiring tangible long-lived assets. The liability is recognized at fair value measured using expected discounted future cash outflows of the asset retirement obligation when the obligation originates, which generally is when an asset is acquired or constructed. The carrying amount of the associated asset is increased commensurate with the liability recognized. Accretion expense is recognized over time as the discounted liability is accreted to the Partnership’s expected settlement value. Subsequent to the initial recognition, the liability is adjusted for any changes in the expected timing or amount of the retirement obligation (with a corresponding adjustment to property, plant and equipment) and for accretion of the liability due to the passage of time, until the obligation is settled.

Fair value . The fair-value-measurement standard defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard characterizes inputs used in determining fair value according to a hierarchy that prioritizes those inputs based upon the degree to which they are observable. The three levels of the fair value hierarchy are as follows:

Level 1 — inputs represent quoted prices in active markets for identical assets or liabilities.

Level 2 — inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (for example, quoted market prices for similar assets or liabilities in active markets or quoted market prices for identical assets or liabilities in markets not considered to be active, inputs other than quoted prices that are observable for the asset or liability, or market-corroborated inputs).

Level 3 — inputs that are not observable from objective sources, such as management’s internally developed assumptions used in pricing an asset or liability (for example, an estimate of future cash flows used in management’s internally developed present value of future cash flows model that underlies the fair value measurement).

Nonfinancial assets and liabilities initially measured at fair value include third-party business combinations (see Note 9 – Acquisitions and Divestitures) and initial recognition of asset retirement obligations.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The fair value of debt is the estimated amount the Partnership would have to pay to repurchase its debt, including any premium or discount attributable to the difference between the stated interest rate and market rate of interest at the balance sheet date. Fair values are based on quoted market prices or average valuations of similar debt instruments at the balance sheet date for those debt instruments for which quoted market prices are not available. See Note 12 — Long-Term Debt and Interest Expense for disclosures regarding the fair value of debt.

	December 31, 2014				December 31, 2013
	Carrying amount		Fair Value		Carrying amount		Fair Value
			($ in thousands)
Financial liabilities				(Level 2)				(Level 2)
Revolving credit facility	$	640,000	$	640,000	$	343,500	$	343,500
2021 Notes		750,000		772,725		750,000		801,098
2022 Notes		750,000		798,833		750,000		804,848
2023 Notes		1,400,000		1,423,870		1,400,000		1,355,382
2024 Notes		750,000		760,181		—		—

Additional disclosure				(Level 3)				(Level 3)
Assets held for sale		1,092		1,092		—		—

The carrying amount of cash and cash equivalents, accounts receivable and accounts payable reported on the balance sheet approximates fair value.

As of December 31, 2014, certain materials and equipment was classified as held for sale, included in other current assets on the consolidated balance sheet. The estimated fair value (less cost to sell) of the equipment at December 31, 2014 was $1.1 million. The estimated fair value was determined by a market approach based on the Partnership’s analysis of information related to sales of similar pre-owned equipment in the principal market. This analysis resulted in an impairment charge of $11.7 million, which is included in the total loss on impairments and disposals of assets of $23.7 million, recorded in other operating expense (income) in the consolidated statement of income. This nonrecurring fair value measurement is classified within Level 3 of the fair value hierarchy.

Segments . The Partnership’s chief operating decision maker measures performance and allocates resources based on geographic segments. The Partnership’s operations are divided into eight operating segments: Barnett, Eagle Ford, Haynesville, Marcellus, Niobrara, Utica, Mid-Continent and Corporate.

Revenue Recognition . Revenues consist of fees recognized for the gathering, treating, compression and processing of natural gas. Revenues are recognized when the service is performed and is based upon non-regulated rates and the related gathering, treating, compression and processing volumes. Certain contracts include minimum volume commitments. Under such contracts, the customer is obligated to pay a fee equal to the applicable fee for each thousand cubic feet (“Mcf”) by which the applicable party’s minimum volume commitment exceeds the actual volumes gathered from such party’s production. Revenue associated with minimum volume commitments is recognized in the period in which the amount is fixed and no longer subject to future reduction or offset.

Deferred Loan Costs. External costs incurred in connection with the revolving credit facility and senior notes are capitalized as deferred loan costs and amortized over the life of the related agreement. Amortization is included in interest expense in the statement of income.

Environmental Expenditures. Liabilities for loss contingencies, including environmental remediation costs, arising from claims, assessments, litigation, fines, and penalties and other sources are charged to expense when it is probable that a liability has been incurred and the amount of the assessment and/or remediation can be reasonably estimated. There are no liabilities reflected in the accompanying financial statements at December 31, 2014 and 2013.

Equity Based Compensation . Certain employees of the Partnership’s general partner receive equity-based compensation through the Partnership’s equity-based compensation programs. The fair value of the awards issued is determined based on the fair market value of the shares on the date of grant. This value is amortized over the vesting period, which is generally four years from the date of grant.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Certain key members of management have been designated as participants in the Management Incentive Compensation Plan (“MICP”) which is made up of two components. The first component is an annual cash bonus based on “excess” cash distributions made by the Partnership above a specified target amount with respect to each fiscal quarter during which the award is outstanding. The second component is based on an increase in value of the Partnership’s common units at the end of a specified five-year period beginning on the award commencement date. As a result of the Williams Acquisition, both components of the MICP vested on July 1, 2014, resulting in total cash payments to MICP participants of $88.8 million and compensation expense of $41.1 million during 2014.

Included in operating expense, general and administrative expense, and income from unconsolidated affiliates is MICP compensation and LTIP equity-based compensation of $113.8 million, $35.0 million and $9.0 million for the Partnership during the years ended December 31, 2014, 2013 and 2012, respectively.

The Long-Term Incentive Plan (“LTIP”) provides for an aggregate of 3.5 million common units to be awarded to employees, directors and consultants of the Partnership’s general partner and its affiliates through various award types, including unit awards, restricted units, phantom units, unit options, unit appreciation rights and other unit-based awards. The LTIP has been designed to promote the interests of the Partnership and its unitholders by strengthening its ability to attract, retain and motivate qualified individuals to serve as employees, directors and consultants. As a result of the Williams Acquisition, all unit awards outstanding under the LTIP at June 30, 2014, vested on July 1, 2014, resulting in total compensation expense of $38.5 million. On July 16, 2014, the Partnership issued to certain key employees, equity retention awards that have various vesting periods between one and four years. As of December 31, 2014, measured but unrecognized unit-based compensation was $65.2 million, which does not include the effect of estimated forfeitures of $6.0 million. These amounts are expected to be recognized over a weighted-average period of 2.3 years.

The following table summarizes LTIP award activity for the year ended December 31, 2014:

	Units			Value per Unit
Restricted units unvested at beginning of period		1,182,288		$	36.11
Granted		1,621,910		$	58.67
Vested		(882,784	)	$	39.69
Forfeited		(614,954	)	$	41.09
Restricted units unvested at end of period		1,306,460		$	59.35

Intangible Assets. Intangible assets are amortized on a straight-line basis over their estimated useful lives. The estimated useful life is the period over which the assets are expected to contribute directly or indirectly to the Partnership’s future cash flows. The estimated useful life of the customer relationship acquired with the Springridge gathering system and Appalachia Midstream is 15 years and 20 years, respectively. As of December 31, 2014, the carrying value of the Partnership’s intangible assets was $348.7 million, net of $69.7 million of accumulated amortization. The Partnership estimates that it will record $23.6 million of intangible asset amortization for each of the next five years. As of December 31, 2013, the carrying value of the Partnership’s intangible assets was $372.4 million, net of $46.0 million of accumulated amortization. Amortization expense was $23.7 million, $24.0 million and $11.3 million for the years ended December 31, 2014, 2013 and 2012, respectively, for the Partnership.

Business Combinations. The Partnership makes various assumptions in developing models for determining the fair values of assets and liabilities associated with business acquisitions. These fair value models, developed with the assistance of outside consultants, apply discounted cash flow approaches to expected future operating results, considering expected growth rates, development opportunities, and future pricing assumptions to arrive at an economic value for the business acquired. The Partnership then determines the fair value of the tangible assets based on estimates of replacement costs less obsolescence. Identifiable intangible assets acquired consist primarily of customer contracts, customer relationships, trade names, and licenses and permits. The Partnership values customer relationships using a discounted cash flow model.

Income taxes . As a master limited partnership, the Partnership is a pass-through entity and also not subject to federal income taxes and most state income taxes with the exception of Texas Franchise Tax. The tax on net income is generally borne by individual partners. Net income for financial statement purposes may differ significantly from taxable income of unitholders as a result of differences between the tax basis and financial reporting basis of assets and liabilities and the taxable income allocation requirements under the partnership agreement. The aggregated difference in the basis

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

of the Partnership’s net assets for financial and tax reporting purposes cannot be readily determined because information regarding each partner’s tax attributes in the Partnership is not available to the Partnership.

3.	Partnership Distributions

The Partnership’s partnership agreement, as amended, requires that, within 45 days subsequent to the end of each quarter, the Partnership distributes all of its available cash (as defined in the partnership agreement) to unitholders of record on the applicable record date. During the years ended December 31, 2014, 2013 and 2012, the Partnership paid cash distributions to its unitholders of approximately $536.7 million, $389.1 million and $251.7 million, respectively, representing the four quarterly distributions in 2014, 2013 and 2012. See also Note 15 — Subsequent Events concerning distributions approved in January 2015 for the quarter ended December 31, 2014.

Available cash . The amount of available cash (as defined in the partnership agreement) generally is all cash on hand at the end of the quarter less the amount of cash reserves established by the Partnership’s general partner to provide for the proper conduct of its business, including reserves to fund future capital expenditures, to comply with applicable laws, or its debt instruments and other agreements, or to provide funds for distributions to its unitholders and to its general partner for any one or more of the next four quarters. Working capital borrowings generally include borrowings made under a credit facility or similar financing arrangement.

Conversion of Subordinated Units. Upon payment of the cash distribution for the second quarter of 2013, the subordination period with respect to the Partnership’s 69,076,122 subordinated units expired and all outstanding subordinated units converted into common units on a one-for-one basis on August 15, 2013. The conversion did not impact the amount of the cash distribution paid or the total number of the Partnership’s outstanding units representing limited partner interests.

Conversion of Class C Units. Under the partnership agreement, the Class C units became convertible into common units on a one-for-one basis at the election of either the Partnership or the holders of the Class C units on February 10, 2014 (the first business day following the record date for the Partnership’s 2013 fourth quarter cash distribution). After February 10, 2014, the Partnership received notice from certain of the GIP II Entities and Williams, as holders of the Class C units, of their election to convert all of the Class C units. All of the outstanding Class C units were converted into common units on a one-for-one basis effective February 19, 2014. The common units resulting from this conversion participate pro rata with the other common units in quarterly distributions. The conversion did not impact the amount of cash distributions paid or the total number of the Partnership’s outstanding units representing limited partner interests.

Class B Units. The Class B units are not entitled to cash distributions. Instead, prior to conversion into common units, the Class B units receive quarterly distributions of additional paid-in-kind Class B units. The amount of each quarterly distribution per Class B unit is the quotient of the quarterly distribution paid to the Partnership’s common units divided by the volume-weighted average price of the common units for the 30-day period prior to the declaration of the quarterly distribution to common units. Effective on the business day after the record date for the distribution on common units for the fiscal quarter ending December 31, 2014, each Class B unit will become convertible at the election of either the Partnership or the holders of such Class B unit into a common unit on a one-for-one basis. In the event of the Partnership’s liquidation, the holders of Class B units will be entitled to receive out of the Partnership’s assets available for distribution to the partners the positive balance in each such holder’s capital account in respect of such Class B units, determined after allocating the Partnership’s net income or net loss among the partners. All Class B units are held indirectly by affiliates of the Partnership’s general partner. The Class B units were issued at a discount to the market price of the common units into which they are convertible. This discount totaled $58.3 million and represents a beneficial conversion feature which was reflected as an increase in common unitholders’ capital and a decrease in Class B unitholders’ capital to reflect the fair value of the Class B units at issuance on the Partnership’s consolidated statement of changes in partners’ capital for the year ended December 31, 2012. The beneficial conversion feature is considered a non-cash distribution recognized ratably from the issuance date of December 20, 2012, through the conversion date, resulting in an increase in Class B unitholders’ capital and a decrease in common unitholders’ capital.

General Partner Interest and Incentive Distribution Rights . The Partnership’s general partner is entitled to two percent of all quarterly distributions that the Partnership makes prior to its liquidation. When capital contributions are made to the Partnership, the general partner has the right, but not the obligation, to contribute a proportionate amount of capital to the Partnership to maintain its current general partner interest. The general partner’s initial two percent interest in the

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Partnership’s distributions may be reduced if the Partnership issues additional limited partner units in the future (other than the issuance of common units upon conversion of outstanding Class B units or the issuance of common units upon a reset of the incentive distribution rights) and the general partner does not contribute a proportionate amount of capital to the Partnership to maintain its two percent general partner interest. After distributing amounts equal to the minimum quarterly distribution to common unitholders (and Class B unitholders, upon conversion of Class B units to common units) and distributing amounts to eliminate any arrearages to common unitholders, the Partnership’s general partner is entitled to incentive distributions if the amount the Partnership distributes with respect to any quarter exceeds specified target levels shown below:

	Total quarterly distribution per unit	Unitholders			General partner
Minimum Quarterly Distribution	$0.3375		98.0	%		2.0	%
First Target Distribution	up to $0.388125		98.0	%		2.0	%
Second Target Distribution	above $0.388125 up to $0.421875		85.0	%		15.0	%
Third Target Distribution	above $0.421875 up to $0.50625		75.0	%		25.0	%
Thereafter	above $0.50625		50.0	%		50.0	%

The table above assumes that the Partnership’s general partner maintains its two percent general partner interest, that there are no arrearages on common units and the general partner continues to own the incentive distribution rights. The maximum distribution sharing percentage of 50.0 percent includes distributions paid to the general partner on its two percent general partner interest and does not include any distributions that the general partner may receive on limited partner units that it owns or may acquire.

4.	Net Income per Limited Partner Unit

The Partnership’s net income is allocated to the General Partner and the limited partners, including any subordinated, Class B and Class C unitholders, in accordance with the distributions made based on their respective ownership percentages. The allocation of undistributed earnings, or net income in excess of distributions, to the IDRs is limited to available cash (as defined by the partnership agreement) for the period. The Partnership’s net income allocable to the limited partners is allocated between the common, subordinated, Class B and Class C unitholders by applying the provisions of the partnership agreement that govern actual cash distributions as if all earnings for the period had been distributed. Accordingly, for any quarterly period, if current net income allocable to the limited partners is less than the minimum quarterly distribution, or if cumulative net income allocable to the limited partners since August 3, 2010 is less than the cumulative minimum quarterly distributions, more income is allocated to the common unitholders than the subordinated, Class B and Class C unitholders for that quarterly period. Following the consummation of the Merger, the Merged Partnership paid a cash distribution of $0.85 per unit on February 13, 2015, on the outstanding common units to unitholders of record at the close of business on February 9, 2015. For the purpose of determining general partner interest in net income and the net income per limited partner common unit, the IDRs for the fourth quarter of 2014 and the weighted average limited partner units outstanding for common units reflect Pre-merger ACMP only.

Basic and diluted net income per limited partner unit is calculated by dividing the limited partners’ interest in net income by the weighted average number of limited partner units outstanding during the period. Any common units issued during the period are included on a weighted-average basis for the days in which they were outstanding.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table illustrates the Partnership’s calculation of net income per unit for common and subordinated limited partner units (in thousands, except per-unit information):

	Years Ended
	December 31, 2014			December 31, 2013			December 31, 2012
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.)	$	398,060		$	336,025		$	178,455
Less general partner interest in net income		(147,507	)		(40,681	)		(8,481	)
Limited partner interest in net income	$	250,553		$	295,344		$	169,974
Net income allocable to common units ⁽¹⁾		203,543			147,706			89,019
Net income allocable to subordinated units		—			52,564			78,736
Net income allocable to Class B units ⁽¹⁾		42,540			45,987			1,038
Net income allocable to Class C units ⁽¹⁾		4,470			49,087			1,181
Limited partner interest in net income	$	250,553		$	295,344		$	169,974
Net income per limited partner unit – basic and diluted ⁽²⁾
Common units	$	1.01		$	0.95		$	1.05
Subordinated units	$	—		$	0.88		$	1.07
Weighted average limited partner units outstanding – basic and diluted ⁽²⁾
Common units		201,273,800			140,872,913			84,983,892
Subordinated units		—			45,401,657			73,325,685
Total		201,273,800			186,274,570			158,309,577

(1)	Adjusted to reflect amortization for the beneficial conversion feature

(2)

The net income per limited partner unit – basic and diluted for common units and subordinated units and the weighted average limited partner units outstanding – basic and diluted for common units and subordinated units for the years ended December 31, 2014, 2013 and 2012 were adjusted to reflect the Pre-merger Unit Split.

5. Variable Interest Entities

As of December 31, 2014, the Partnership consolidates the following VIEs:

Cardinal Venture. The Partnership owns a 66 percent interest in Cardinal Gas Services, L.L.C (“Cardinal Venture”), a subsidiary that, due to certain risks shared with customers, is a VIE. The Partnership is the primary beneficiary because it has the power to direct the activities that most significantly impact Cardinal Venture’s economic performance. The Partnership, as operator for Cardinal Venture, designed, constructed, and installed associated pipelines which will initially provide production handling and gathering services for the Utica region. The Partnership has received certain advance payments from the equity partners during the construction process.

Jackalope Venture. The Partnership owns a 50 percent interest in Jackalope Gas Gathering Services, L.L.C (“Jackalope Venture”), a subsidiary that, due to certain risks shared with customers, is a VIE. The Partnership is the primary beneficiary because it has the power to direct the activities that most significantly impact Jackalope Venture’s economic performance. The Partnership, as operator for Jackalope Venture, designed, constructed, and installed associated pipelines which will initially provide production handling and gathering services for the Niobrara region. The Partnership has received certain advance payments from the equity partners during the construction process.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following table presents amounts included in the accompanying consolidated balance sheet that are for the use or obligation of these VIEs ($ in thousands):

Assets (liabilities):		December 31, 2014			December 31, 2013		Classification
Cash	$	41,868		$	16,830		Cash and cash equivalents
Trade accounts receivable		42,638			20,402		Accounts receivable
Prepaid expenses		101			32		Prepaid expenses
Other current assets		610			509		Prepaid expenses
Gathering system		1,160,480			665,510		Gathering systems
Other fixed assets		762			14		Other fixed assets
Trade accounts payable		(4,177	)		(3,987	)	Accounts payable
Accrued liabilities		(52,282	)		(65,853	)	Accrued gathering liabilities
Asset retirement obligation		(1,036	)		(187	)	Other liabilities, long-term

6.	Related Party Transactions

In June 2012, Chesapeake sold all of its ownership interests in the Partnership and its general partner; however, Mr. Dell’Osso, Executive Vice President and Chief Financial Officer of Chesapeake, remained on the Partnership’s board of directors until July 1, 2014. See Note 9 – Acquisitions and Divestitures for further transactions with Chesapeake. Because Chesapeake was the Partnership’s affiliate for a portion of 2012, set forth below is a description of the Partnership’s transactions with Chesapeake prior to 2013.

On July 1, 2014, Williams acquired all of the interests in the Partnership and the General Partner, and as a result, Williams now owns all of the General Partner. Therefore, the Partnership considers Williams an affiliate as of that date. The Partnership had a payable to Williams for $18.0 million at December 31, 2014.

Affiliate transactions. In the normal course of business, natural gas gathering, treating and other midstream services were provided to Chesapeake and its affiliates. Revenues were derived primarily from Chesapeake, which included volumes attributable to third-party interest owners that participated in Chesapeake’s operated wells.

Omnibus Agreement. The Partnership entered into an omnibus agreement with Access Midstream Ventures and Chesapeake Midstream Holdings that addressed the Partnership’s right to indemnification for certain liabilities and its obligation to indemnify Access Midstream Ventures and affiliated parties for certain liabilities.

General and Administrative Services and Reimbursement . Pursuant to a services agreement, Chesapeake and its affiliates provided certain services including legal, accounting, treasury, human resources, information technology and administration. The employees supporting these operations were employees of Chesapeake Energy Marketing Inc. (“CEMI”) or Chesapeake. The consolidated financial statements for the Partnership included costs allocated from Chesapeake and CEMI for centralized general and administrative services, as well as depreciation of assets utilized by Chesapeake’s centralized general and administrative functions. Effective October 1, 2009, the Partnership was charged a general and administrative fee from Chesapeake based on the terms of the joint venture agreement. The established terms indicated corporate overhead costs were charged to the Partnership based on actual cost of the services provided, subject to a fee per Mcf cap based on volumes of natural gas gathered. The fee was calculated as the lesser of $0.0310/Mcf gathered or actual corporate overhead costs. General and administrative charges were $22.3 million for the year ended December 31, 2012 for the Partnership.

Additional Services and Reimbursement . At the Partnership’s request, Chesapeake also provided the Partnership with certain additional services under the services agreement, including engineering, construction, procurement, business analysis, commercial, cartographic and other similar services to the extent they were not already provided by the seconded employees. In return for such additional services, the general partner reimbursed Chesapeake on a monthly basis an amount equal to the time and materials actually spent in performing the additional services. The reimbursement for additional services was not subject to the general and administrative services reimbursement cap.

Chesapeake agreed to perform all services under the relevant provisions of the services agreement, as amended effective through 2013 using at least the same level of care, quality, timeliness and skill as it did for itself and its affiliates and with no less than the same degree of care, quality, timeliness and skill as its past practice in performing the services

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

for itself and the Partnership’s business. In any event, Chesapeake agreed to perform such services using no less than a reasonable level of care in accordance with industry standards.

In connection with the services arrangement, the Partnership reimbursed GIP for certain costs incurred by GIP in connection with assisting the Partnership in the operation of its business. The cost for these support services was $1.0 million, $0.4 million and $1.7 million for the years ended December 31, 2014, 2013 and 2012, respectively.

Employee Secondment Agreement . Chesapeake, certain of its affiliates and the Partnership’s general partner entered into an amended and restated employee secondment agreement pursuant to which specified employees of Chesapeake were seconded to the general partner and provided operating, routine maintenance and other services with respect to the Partnership’s business under the direction, supervision and control of the general partner. Additionally, all of the Partnership’s executive officers other than its chief executive officer, Mr. Stice, were seconded to the general partner pursuant to this agreement. The general partner, subject to specified exceptions and limitations, reimbursed Chesapeake on a monthly basis for substantially all costs and expenses Chesapeake incurred relating to such seconded employees, including the cost of their salaries, bonuses and employee benefits, including 401(k), restricted stock grants and health insurance and certain severance benefits. Charges to the Partnership for the services rendered by such seconded employees were $49.4 million for the year ended December 31, 2012. These charges included $37.7 million in operating expenses and $11.7 million in general and administrative expenses for the year end December 31, 2012 in the accompanying consolidated statements of operations.

Shared Services Agreement. In return for the services of Mr. Stice as the chief executive officer of the Partnership’s general partner during the year ended December 2012, its general partner entered into a shared services agreement with Chesapeake pursuant to which its general partner reimbursed certain of the costs and expenses incurred by Chesapeake in connection with Mr. Stice’s employment. The general partner was generally expected, subject to certain exceptions, to reimburse Chesapeake for 50 percent of the costs and expenses of the amounts provided to Mr. Stice in his employment agreement; however, the ultimate reimbursement obligation was determined based on the amount of time Mr. Stice actually spent working for the Partnership.

Gas Compressor Master Rental and Servicing Agreement . The Partnership entered into a gas compressor master rental and servicing agreement with MidCon, pursuant to which MidCon agreed to provide the Partnership certain compression equipment that the Partnership uses to compress gas gathered on its gathering systems outside the Marcellus Shale and provide certain related services. In return for providing such equipment, the Partnership paid specified monthly rates per specified compression units, subject to an annual escalator to be applied on October 1st of each year and a redetermination of such specified monthly rates to market rates effective no later than October 1, 2016. As noted in Note 1 – Description of Business and Basis of Presentation, on March 31, 2014, the Partnership acquired certain midstream compression assets from MidCon and no longer leases any compression equipment or services from MidCon. Compressor charges from affiliates were $65.3 million for the year ended December 31, 2012. These charges are included in operating expenses in the accompanying consolidated statements of operations.

7.	Concentration of Credit Risk

Chesapeake is the only customer from whom revenues exceeded 10 percent of consolidated revenues for the years ended December 31, 2014 and 2013 for the Partnership. Chesapeake and Total are the only customers from whom revenues exceeded 10 percent of consolidated revenues for the year ended December 31, 2012 for the Partnership. The percentage of revenues from Chesapeake, Total and other customers are as follows:

	Years Ended December 31,
	2014			2013			2012
Chesapeake		82.4	%		84.4	%		80.7	%
Total		9.9			9.6			14.1
Other		7.7			6.0			5.2
Total ^(a)		100	%		100	%		100	%

(a)	Revenues from Appalachia Midstream are accounted for as part of the Partnership’s equity method investment.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Revenue from Chesapeake accounted for $1.1 billion of the Partnership’s revenue for the year ended December 31, 2014. Financial instruments that potentially subject the Partnership to concentrations of credit risk consist principally of cash and cash equivalents and trade receivables. On December 31, 2014 and 2013, respectively, cash and cash equivalents were invested in a non-interest bearing account and money market funds with investment grade ratings. On December 31, 2014 and 2013, respectively, Chesapeake accounted for $308.1 million and $176.5 million of the Partnership’s accounts receivable balance.

8.	Property, Plant and Equipment

A summary of the historical cost of the Partnership’s property, plant and equipment is as follows:

	Estimated Useful Lives (Years)		December 31, 2014			December 31, 2013
	($ in thousands)
Gathering systems		30	$	6,700,092		$	5,974,940
Other fixed assets		2 through 39		469,482			175,411
Total property, plant and equipment				7,169,574			6,150,351
Accumulated depreciation				(1,117,105	)		(859,551	)
Total net, property, plant and equipment			$	6,052,469		$	5,290,800

Included in gathering systems and other fixed assets is $650.0 million and $620.5 million at December 31, 2014 and 2013, respectively, that is not subject to depreciation as the systems were under construction and had not been put into service.

As of December 31, 2014, certain materials and equipment within the Partnership’s Corporate segment was reclassified from property, plant and equipment to a held for sale account, included in other current assets on the consolidated balance sheet. The estimated fair value (less cost to sell) of the equipment at December 31, 2014 was $1.1 million. The estimated fair value was determined by a market approach based on the Partnership’s analysis of information related to sales of similar pre-owned equipment in the principal market. This analysis resulted in an impairment charge of $11.7 million, which is included in the total loss on disposal of assets of $23.7 million, recorded in other operating expense (income) in the consolidated statement of income.

Depreciation expense, including capital lease amortization, was $288.5 million, $271.7 million and $153.8 million for the years ended December 31, 2014, 2013 and 2012, respectively, for the Partnership.

9 .	Acquisitions and Divestitures

Acquisitions

CMO. On December 20, 2012, the Partnership acquired from CMD all of the issued and outstanding equity interests in CMO for total consideration of $2.16 billion. Through the acquisition of CMO, the Partnership owns certain midstream assets in the Eagle Ford, Utica, Niobrara, Haynesville, Marcellus and Mid-Continent regions. These assets include, in aggregate, approximately 1,675 miles of pipeline and 4.3 million gross dedicated acres as of the date of the acquisition. See Note 1 to the consolidated financial statements for additional information.

The results of operations presented and discussed in this annual report include results of operations from the CMO acquisition for the twelve-day period from closing of the acquisition on December 20, 2012 through December 31, 2012. The purchase price in excess of the value underlying the gas gathering system assets and working capital is approximately $263.3 million and is attributable to customer relationships acquired. This intangible asset is being amortized over a 20 year period on a straight-line basis.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The table below reflects the final allocation of the purchase price to the assets acquired and the liabilities assumed in the CMO Acquisition (in thousands).

Property, plant and equipment	$	1,890,036
Intangible asset		263,262
Other		6,702
Total purchase price	$	2,160,000

The initial purchase price allocation was based on an assessment of the fair value of the assets acquired and liabilities assumed in the CMO Acquisition. The fair values of the gathering assets, related equipment, and intangible assets acquired were based on the market, cost and income approaches. All fair-value measurements of assets acquired and liabilities assumed are based on inputs that are not observable in the market and thus represent Level 3 inputs.

Marcellus . On December 29, 2011, the Partnership acquired from CMD all of the issued and outstanding common units of Appalachia Midstream for total consideration of $879.3 million, consisting of 9,791,605 common units and $600.0 million in cash that was financed with a draw on the Partnership’s revolving credit facility. The base purchase price of $879.3 million was increased by $7.3 million due to initial working capital adjustments through December 31, 2011. Through the acquisition of Appalachia Midstream, the Partnership operates 100 percent of and owns an approximate average 45 percent interest in 11 gas gathering systems that consist of approximately 906 miles of gas gathering pipeline in the Marcellus Shale.

The results of operations presented and discussed in this annual report include results of operations from the Appalachia Midstream for the full year of operations in 2012 and the three-day period from closing of the acquisition on December 29, 2011, through December 31, 2011. The Partnership’s interest in the gas gathering systems is accounted for as an equity investment and is included in income from unconsolidated affiliate. For the three-day period ended December 31, 2011, income from unconsolidated affiliate attributable to Marcellus operations was $0.4 million. The purchase price in excess of the value underlying the gas gathering system assets and working capital is approximately $461.2 million and is attributable to customer relationships acquired. This intangible asset is being amortized over a 15 year period on a straight-line basis.

The following table presents the pro forma condensed financial information of the Partnership as if the CMO Acquisition and our acquisition of Appalachia Midstream each occurred on January 1, 2011. The pro forma adjustments reflected in the pro forma condensed consolidated financial statements are based upon currently available information and certain assumptions and estimates; therefore, the actual effects of these transactions will differ from the pro forma adjustments. However, the Partnership’s management considers the applied estimates and assumptions to provide a reasonable basis for the presentation of the significant effects of certain transactions that are expected to have a continuing impact on the Partnership. In addition, the Partnership’s management considers the pro forma adjustments to be factually supportable and to appropriately represent the expected impact of items that are directly attributable to the transfer of CMO and Appalachia Midstream to the Partnership.

	Year Ended December 31,
	2012
	(in thousands)
Revenues, including revenue from affiliates	$	670,702
Net income	$	117,334
Net income attributable to Access Midstream Partners, L.P.	$	117,861
Net income per common unit – basic and diluted	$	0.72
Net income per subordinated unit – basic and diluted	$	0.74

Divestitures

On September 4, 2013, the Partnership sold Mid-Atlantic Gas Services, L.L.C. (“Mid-Atlantic”) to Chesapeake for net proceeds of $32.9 million. Mid-Atlantic was acquired by the Partnership in December 2012 as part of the CMO Acquisition and consisted of midstream assets in the Marcellus Shale region. These assets were not part of the Partnership’s equity investment in Appalachia Midstream. The net proceeds equaled the Partnership’s basis in the assets. Consequently, the Partnership did not recognize any gain or loss as a result of the sale.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

10.	Unconsolidated Affiliates

At December 31, 2014 and 2013, the Partnership had the following investments:

	Net Ownership Interest			December 31, 2014		December 31, 2013
	($ in thousands)
Utica East Ohio Midstream LLC		49.00	%	$	707,080	$	471,891
Liberty gas gathering system		33.75	%		353,243		354,316
Panhandle gas gathering system		67.50			258,349		237,656
Rome gas gathering system		33.75			197,703		181,147
Victory gas gathering system		67.50			195,243		190,353
Overfield gas gathering system		67.50			119,909		125,959
Smithfield gas gathering system		67.50			119,308		107,009
Selbyville gas gathering system		67.50			74,418		73,463
Ranch Westex JV, LLC		33.33			38,060		36,060
Pecan Hill Water Solutions, LLC		49.00			3,469		-
Other gas gathering systems		various			163,204		158,749
Total investments in unconsolidated affiliates				$	2,229,986	$	1,936,603

Marcellus . The Partnership operates all and owns an average 45 percent interest in 11 gas gathering systems that consist of approximately 906 miles of gas gathering pipeline in the Marcellus Shale in Pennsylvania and West Virginia. These 11 gathering systems consist of the Liberty, Panhandle, Rome, Victory, Overfield, Smithfield and Selbyville gas gathering systems and four other smaller gas gathering systems. The remaining 55 percent interest in these assets is owned primarily by Statoil, Anadarko, Epsilon and Mitsui. The Partnership operates the assets under 15-year fixed fee gathering agreements. The 11 gathering systems are separate investments with varying ownership percentages and each gathering system is accounted for as an equity investment because the Partnership has significant influence over but does not control each venture.

Utica East Ohio Midstream, LLC. The Partnership acquired Utica East Ohio Midstream LLC (“UEOM”) as part of the CMO Acquisition in December 2012. In March 2012, CMO entered into an agreement to form UEOM with M3 Midstream, L.L.C. and EV Energy Partners, L.P. to develop necessary infrastructure for the gathering, processing and fractionation of natural gas and NGLs in the Utica Shale play in Eastern Ohio. The infrastructure complex consists of natural gas gathering and compression facilities constructed and operated by the Partnership, as well as processing, NGL fractionation, loading and terminal facilities constructed and operated by M3 Midstream, L.L.C. The Partnership owns a 49 percent interest and UEOM is accounted for as an equity investment because the Partnership has significant influence over but does not control the entity.

Ranch Westex JV, LLC. The Partnership acquired Ranch Westex JV, LLC (“Ranch Westex”) as part of the CMO Acquisition in December 2012. On December 1, 2011, CMO entered into a joint venture to form Ranch Westex with Regency Energy Partners, LP and Anadarko Pecos Midstream LLC to build a processing facility in Ward County, Texas, to process natural gas delivered from the liquids-rich Bone Springs and Avalon Shale formations. The Partnership owns a 33.33 percent interest and Ranch Westex is accounted for as an equity method investment because the Partnership has significant influence over but does not control the entity. The project consists of two plants, a refrigeration plant and a cryogenic processing plant.

Pecan Hill Water Solutions, LLC . On May 1, 2014, the Partnership entered into a joint venture to form Pecan Hill Water Solutions, LLC (“Pecan Hill”) with Select Energy Services, LLC to operate a water treatment facility in Grady County, Oklahoma, to process water used in fractionation and gathering processes of natural gas within the Granite Wash formation. The Partnership owns 49 percent interest and Pecan Hill is accounted for as an equity method investment because the Partnership has significant influence over but does not control the entity. The project consists of a freshwater system and a saltwater disposal facility.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Unconsolidated Affiliates Financial Information.

The following tables sets forth summarized financial information of the investments in which the Partnership owned an interest in December 2014 and 2013, as follows:

	December 31, 2014		December 31, 2013
	($ in thousands)
Balance Sheet
Current assets	$	232,610	$	196,567
Property, plant, and equipment		3,837,260		3,249,371
Other assets		6,174		6,166
Total assets	$	4,076,044	$	3,452,104
Current liabilities	$	52,826	$	96,275
Other liabilities		30,796		87,886
Partner’s capital		3,992,422		3,267,943
Total liabilities and partner’s capital	$	4,076,044	$	3,452,104

	Years Ended
	December 31, 2014		December 31, 2013		December 31, 2012
	($ in thousands)
Income Statement
Revenue	$	771,003	$	520,388	$	308,845
Operating expenses	$	236,257	$	230,974	$	97,594
Net income	$	534,770	$	289,441	$	211,361

11.	Asset Retirement Obligations

The following table provides a summary of changes in asset retirement obligations, which are included in other liabilities in the accompanying consolidated balance sheets. Revisions in estimates for the periods presented relate primarily to revisions of current cost estimates, inflation rates and/or discount rates.

	Years Ended December 31,
	2014		2013			2012
	(in thousands)
Asset retirement obligations, beginning of period	$	4,521	$	5,335		$	3,409
Additions		1,789		—			1,816
Revisions		6,705		(1,314	)		(133	)
Accretion expense		2,058		500			243
Deletions		—		—			—
Asset retirement obligations, end of period	$	15,073	$	4,521		$	5,335

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

12.	Long-Term Debt and Interest Expense

The following table presents the Partnership’s outstanding debt as of December 31, 2014 and 2013 (in thousands):

	December 31, 2014		December 31, 2013
Revolving credit facility	$	640,000	$	343,500
5.875 percent senior notes due April 2021		750,000		750,000
6.125 percent senior notes due July 2022		750,000		750,000
4.875 percent senior notes due May 2023		1,400,000		1,400,000
4.875 percent senior notes due March 2024		750,000		—
Premium on 5.875 percent senior notes due April 2021		5,055		5,730
Total long-term debt	$	4,295,055	$	3,249,230

Revolving Credit Facility. As of December 31, 2014 and 2013, we had approximately $640.0 million and $343.5 million, respectively, of borrowings outstanding under our revolving credit facility. The revolving credit facility bears interest at the Partnership’s option at either (i) the greater of (a) the reference rate of Wells Fargo Bank, NA, (b) the federal funds effective rate plus 0.50 percent or (c) the Eurodollar rate which is based on the London Interbank Offered Rate (“LIBOR”) (LIBOR ranged from 2.16 percent to 2.42 percent during 2014), plus 1.00 percent, each of which is subject to a margin that varies from 0.50 percent to 1.50 percent per annum, according to the Partnership’s leverage ratio (as defined in the agreement), or (ii) the Eurodollar rate plus a margin that varies from 1.50 percent to 2.50 percent per annum, according to the Partnership’s leverage ratio. On February 2, 2015, the revolving credit facility loans outstanding were paid and the revolving credit facility was terminated in connection with the Merger.

Credit Facilities Post-Merger. On February 2, 2015, the Merged Partnership along with Transcontinental Gas Pipeline Company, LLC (“Transco”) and Northwest Pipeline LLC (“Northwest Pipeline”), the lenders named therein and an administrative agent, entered into the Second Amended & Restated Credit Agreement with aggregate commitments available of $3.5 billion, with up to an additional $500 million increase in aggregate commitments available under certain circumstances. The maturity date of the facility is February 2, 2020. However, the co-borrowers my request an extension of the maturity date for an additional one year period, up to two times, to allow a maturity date as late as February 2, 2022 under certain conditions. The agreement allows for swing line loans up to an aggregate amount of $150 million, subject to available capacity under the credit facility, and letters of credit commitments of $1.125 billion. As of February 2, 2015, the total amount of outstanding letters of credit under the credit facility was $2.31 million. Transco and Northwest Pipeline are each able to borrow up to $500 million under this credit facility to the extent not otherwise utilized by the other co-borrowers. As measured at December 31, 2014, the Partnership was in compliance with the financial covenants applicable to the revolving credit facility then in effect.

The agreements governing the Merged Partnership’s credit facilities contain the following terms and conditions:

•

•	If an event of default with respect to a borrower occurs under the credit facility, the lenders will be able to terminate the commitments for all borrowers and accelerate the maturity of any loans of the defaulting borrower under the credit facility agreement and exercise other rights and remedies.

•

Each time funds are borrowed under the credit facility, the borrower may choose from two methods of calculating interest: a fluctuating base rate equal to an alternate base rate plus an applicable margin or a periodic fixed rate equal to LIBOR plus an applicable margin. The borrower is required to pay a commitment fee based on the unused portion of the credit facility. The applicable margin and the commitment fee are determined for each borrower by reference to a pricing schedule based on such borrower’s senior unsecured long-term debt ratings.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Significant financial covenants require:

•	The ratio of debt to EBITDA (each as defined in the credit facility) to be no greater than 5 to 1, except for the fiscal quarter and the two following fiscal quarters in which one or more acquisitions has been executed, in which case the ratio of debt to EBITDA is to be no greater than 5.5 to 1.

•	The ratio of debt to capitalization (defined as net worth plus debt) must be no greater than 65 percent for each of Transco and Northwest Pipeline.

On February 3, 2015, the Merged Partnership entered into a Credit Agreement providing for a $1.5 billion short-term credit facility with a maturity date of August 3, 2015 with an option to extend the maturity date to February 2, 2016 subject to certain circumstances. The short-term credit facility has substantially the same financial covenants as the $3.5 billion credit facility. Under the short-term credit facility any time funds are borrowed, the Merged Partnership must choose whether such borrowing will be an alternate base rate borrowing or a Eurodollar borrowing. Interest is calculated on each of these types of borrowings in the same manner as under our $3.5 billion credit facility. The Merged Partnership is required to pay a commitment fee based on the unused portion of the short-term credit facility. The applicable margin and the commitment fee are determined by reference to a pricing schedule based on the senior unsecured long-term debt ratings. In the event of certain debt incurrences, issuances of equity, and certain asset sales, the Merged Partnership will be required to repay any outstanding borrowings and the commitments under the short-term facility will be reduced on a dollar-for-dollar basis with the net cash proceeds of such events.

Senior Notes . On March 7, 2014, the Partnership and ACMP Finance Corp., a wholly owned subsidiary of Access MLP Operating, L.L.C., completed a public offering of $750 million in aggregate principal amount of 4.875 percent senior notes due 2024 (the “2024 Notes”). The Partnership used a portion of the net proceeds to repay borrowings outstanding under the Partnership’s revolving credit facility, including amounts incurred to fund the purchase price of and certain expenses relating to the Partnership’s purchase of compression assets from MidCon and the balance for general partnership purposes. Debt issuance costs of $8.9 million are being amortized over the life of the 2024 Notes.

On August 14, 2013, the Partnership issued $400 million in aggregate principal amount of additional 5.875 percent senior notes due 2021 (the “Additional Notes”). The Additional Notes are additional to the $350 million of 2021 Notes initially issued on April 19, 2011 and are fully fungible with, rank equally with and form a single series with the 2021 Notes. The Additional Notes were issued at a price of 101.5 percent of the principal amount plus accrued interest from April 15, 2013, resulting in net proceeds of $400.8 million, which was used for general partnership purposes, including funding working capital, repayment of indebtedness and funding the Partnership’s capital expenditure program. Debt issuance costs of $5.8 million are being amortized over the life of the Additional Notes.

On December 19, 2012, the Partnership and ACMP Finance Corp. completed a public offering of $1.4 billion in aggregate principal amount of 4.875 percent senior notes due 2023 (the “2023 Notes”). The Partnership used a portion of the net proceeds to fund a portion of the purchase price for the CMO Acquisition, and the balance to repay borrowings outstanding under the Partnership’s revolving credit facility. Debt issuance costs of $25.9 million are being amortized over the life of the 2023 Notes.

On January 11, 2012, the Partnership and ACMP Finance Corp. completed a private placement of $750.0 million in aggregate principal amount of 6.125 percent senior notes due 2022 (the “2022 Notes”). The Partnership used a portion of the net proceeds to repay all borrowings outstanding under its revolving credit facility and used the balance for general partnership purposes. Debt issuance costs of $13.8 million are being amortized over the life of the 2022 Notes.

On April 19, 2011, the Partnership and ACMP Finance Corp. completed a private placement of $350.0 million in aggregate principal amount of 5.875 percent senior notes due 2021 ( the “2021 Notes”). The Partnership used a portion of the net proceeds to repay borrowings outstanding under its revolving credit facility and used the balance for general partnership purposes. Debt issuance costs of $8.2 million are being amortized over the life of the 2021 Notes.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The 2024 Notes will mature on March 15, 2024, and interest is payable on March 15 and September 15 of each year. The Partnership has the option to redeem all or a portion of the 2024 Notes at any time on or after March 15, 2019, at the redemption price specified in the indenture relating to the 2024 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2024 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to March 15, 2019. In addition, the Partnership may redeem up to 35 percent of the 2024 Notes prior to March 15, 2017 under certain circumstances with the net cash proceeds from certain equity offerings.

The 2023 Notes will mature on May 15, 2023, and interest is payable on May 15 and November 15 of each year. The Partnership has the option to redeem all or a portion of the 2023 Notes at any time on or after December 15, 2017, at the redemption price specified in the indenture relating to the 2023 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2023 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to December 15, 2017. In addition, the Partnership may redeem up to 35 percent of the 2023 Notes prior to December 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings.

The 2022 Notes will mature on July 15, 2022 and interest is payable on January 15 and July 15 of each year. The Partnership has the option to redeem all or a portion of the 2022 Notes at any time on or after January 15, 2017, at the redemption price specified in the indenture relating to the 2022 Notes, plus accrued and unpaid interest. The Partnership may also redeem the 2022 Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to January 15, 2017. In addition, the Partnership may redeem up to 35 percent of the 2022 Notes prior to January 15, 2015 under certain circumstances with the net cash proceeds from certain equity offerings.

The 2021 Notes and Additional Notes will mature on April 15, 2021 and interest is payable on the 2021 Notes and Additional Notes on April 15 and October 15 of each year, beginning on October 15, 2011. The Partnership has the option to redeem all or a portion of the 2021 Notes and Additional Notes at any time on or after April 15, 2015, at the redemption price specified in the indenture, plus accrued and unpaid interest. The Partnership may also redeem the 2021 Notes and Additional Notes, in whole or in part, at a “make-whole” redemption price specified in the indenture, plus accrued and unpaid interest, at any time prior to April 15, 2015. In addition, the Partnership may redeem up to 35 percent of the 2021 Notes and Additional Notes prior to April 15, 2014 under certain circumstances with the net cash proceeds from certain equity offerings.

The indentures governing the 2024 Notes, the 2023 Notes, the 2022 Notes and the 2021 Notes contain covenants that, among other things, limit the Partnership’s ability and the ability of certain of the Partnership’s subsidiaries to: (1) sell assets including equity interests in its subsidiaries; (2) pay distributions on, redeem or purchase the Partnership’s units, or redeem or purchase the Partnership’s subordinated debt; (3) make investments; (4) incur or guarantee additional indebtedness or issue preferred units; (5) create or incur certain liens; (6) enter into agreements that restrict distributions or other payments from certain subsidiaries to the Partnership; (7) consolidate, merge or transfer all or substantially all of the Partnership’s or certain of the Partnership’s subsidiaries’ assets; (8) engage in transactions with affiliates; and (9) create unrestricted subsidiaries. These covenants are subject to important exceptions and qualifications. If the 2024 Notes, 2023 Notes, 2022 Notes or the 2021 Notes achieve an investment grade rating from either of Moody’s Investors Service, Inc. or Standard & Poor’s Ratings Services and no default, as defined in the indentures, has occurred or is continuing, many of these covenants will terminate. Following the Merger, the senior notes noted above achieved an investment grade rating and therefore many of the covenants terminated. There were no other significant changes to these senior notes as a result of the Merger.

The Partnership, as the parent company, has no independent assets or operations. ACMP Finance Corp., an indirect 100 percent owned subsidiary of the Partnership whose sole purpose is to act as co-issuer of any debt securities, has jointly and severally co-issued the Partnership’s senior notes. There are no significant restrictions on the ability of the Partnership to obtain funds from its subsidiaries by dividend or loan. None of the assets of the Partnership represent restricted net assets pursuant to Rule 4-08(e)(3) of Regulation S-X under the Securities Act.

Capitalized Interest. Interest expense was net of capitalized interest of $25.6 million, $43.9 million, and $14.6 million for the years ended December 31, 2014, 2013 and 2012, respectively, for the Partnership.

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

13 .	Commitments and Contingencies

Environmental obligations. The Partnership is subject to various environmental-remediation and reclamation obligations arising from federal, state and local regulations regarding air and water quality, hazardous and solid waste disposal and other environmental matters. Management believes there are currently no such matters that will have a material effect on the Partnership’s results of operations, cash flows or financial position and has not recorded any liability in these financial statements.

Litigation and legal proceedings. From time to time, the Partnership is involved in legal, tax, regulatory and other proceedings in various forums regarding performance, contracts and other matters that arise in the ordinary course of business. Management is not aware of any such proceedings for which a final disposition could have a material effect on the Partnership’s results of operations, cash flows or financial position.

Certain of the Partnership’s customers, including one of its major customers, have been named in various lawsuits alleging underpayment of royalty. In certain of these cases, the Partnership has also been named as a defendant based on allegations that it improperly participated with that major customer in causing the alleged royalty underpayments. The Partnership has also received subpoenas from the United States Department of Justice and the Pennsylvania Attorney General requesting documents relating to the agreements between the Partnership and its major customer and calculations of the major customer’s royalty payments. Management believes that the claims asserted to date are subject to indemnity obligations owed to the Partnership by that major customer. Due to the preliminary status of the cases, we are unable to estimate a range of liability at this time.

Operating lease commitments. Certain property, equipment and operating facilities are leased under various operating leases. Costs are also incurred associated with leased land, rights-of-way, permits and regulatory fees, the contracts for which generally extend beyond one year but can be cancelled at any time should they not be required for operations.

Rental expense related to leases was $98.3 million, $104.5 million, $81.1 million for the years ended December 31, 2014, 2013 and 2012, respectively, for the Partnership and is reflected in operating expenses in the accompanying statements of income. The Partnership’s remaining contractual lease obligations as of December 31, 2014 include obligations for compression equipment as compression services are needed to support pipeline that is being placed in service in future periods. Contractual lease obligations also include remaining payments for the Partnership’s headquarter buildings and other lease agreements.

Future minimum rental payments due under operating leases as of December 31, 2014 are as follows:

	(in thousands)
2015	$	38,889
2016		28,924
2017		18,111
2018		7,196
2019		5,141
Thereafter		15,788
Future minimum lease payments	$	114,049

Capital lease commitments . The Partnership has entered into one and three year capital leases for certain computer equipment. Assets under capital leases as of December 31, 2014, which are reflected as other fixed assets in the accompanying balance sheet, are summarized as follows:

	(in thousands)
Computer software	$	9,909
Less: Accumulated amortization		(5,321	)
Net assets under capital lease	$	4,588

100

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

The following are the minimum lease payments to be made in each of the following years indicated for the capital lease in effect as of December 31, 2014:

Fiscal Year	(in thousands)
2015	$	3,880
2016		1,294
2017		53
Less: Interest		(233	)
Net minimum lease payments under capital leases		4,994
Less: Current portion of net minimum lease payments		(3,679	)
Long-term portion of net minimum lease payments	$	1,315

14.	Segment Information

The Partnership’s chief operating decision maker measures performance and allocates resources based on geographic segments. The Partnership’s operations are divided into eight operating segments: Barnett, Eagle Ford, Haynesville, Marcellus, Niobrara, Utica, Mid-Continent and Corporate. Summarized financial information for the reportable segments is shown in the following tables, presented in thousands.

101

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended December 31, 2014

	Barnett		Eagle Ford		Haynesville		Marcellus				Niobrara
Revenues	$	463,645	$	348,904	$	160,138	$	15,136			$	28,329
Operating expenses		95,744		74,962		46,171		12,526				14,568
Depreciation and amortization expense		81,845		56,980		69,488		8,182				5,418
General and administrative expense		-		-		-		-				-
Other operating expense		-		-		-		-				-
Operating income (loss)	$	286,056	$	216,962	$	44,479	$	(5,572	)		$	8,343

Income (loss) from unconsolidated affiliates	$	-	$	-	$	-	$	170,236			$	-
Capital expenditures	$	13,661	$	188,661	$	14,459	$	42,791		⁽¹⁾	$	213,749	⁽²⁾
Total assets	$	1,438,080	$	1,277,910	$	1,220,301	$	1,662,655			$	367,132

				Mid-
	Utica			Continent			Corporate			Consolidated
Revenues	$	153,963		$	208,819		$	5		$	1,378,939
Operating expenses		38,348			78,150			67,120			427,589
Depreciation and amortization expense		25,512			35,364			31,969			314,758
General and administrative expense		-			-			202,796			202,796
Other operating expense		-			-			24,123			24,123
Operating income (loss)	$	90,103		$	95,305		$	(326,003	)	$	409,673

Income (loss) from unconsolidated affiliates	$	24,832		$	10,014		$	-		$	205,082
Capital expenditures	$	317,638	⁽³⁾	$	100,889	⁽⁴⁾	$	107,363		$	999,211
Total assets	$	1,596,504		$	820,576		$	760,419		$	9,143,577

⁽¹⁾	Amount excludes $147.0 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

⁽²⁾	Amount includes $107.6 million of capital expenditures attributable to noncontrolling interest owners.

⁽³⁾	Amount excludes $237.2 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $103.9 million of capital expenditures attributable to noncontrolling interest owners.

⁽⁴⁾	Amount excludes $1.0 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

102

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended December 31, 2013

	Barnett		Eagle Ford		Haynesville			Marcellus			Niobrara
Revenues	$	433,709	$	278,282	$	119,209		$	10,989		$	15,095
Operating expenses		96,926		59,059		41,176			4,834			9,090
Depreciation and amortization expense		97,941		51,433		80,770			1,381			4,284
General and administrative expense		-		-		-			-			-
Other operating expense		-		-		-			-			-
Operating income (loss)	$	238,842	$	167,790	$	(2,737	)	$	4,774		$	1,721

Income (loss) from unconsolidated affiliates	$	-	$	-	$	-		$	133,036		$	-
Capital expenditures	$	50,627	$	316,002	$	17,186		$	2,590	⁽¹⁾	$	59,115	⁽²⁾
Total assets	$	1,511,405	$	1,172,022	$	1,276,795		$	1,452,797		$	137,319

					Mid-
	Utica				Continent			Corporate			Consolidated
Revenues	$	44,063			$	171,875		$	-		$	1,073,222
Operating expenses		19,065				70,609			37,957			338,716
Depreciation and amortization expense		9,451				36,435			14,484			296,179
General and administrative expense		-				-			104,332			104,332
Other operating expense		-				-			2,092			2,092
Operating income (loss)	$	15,547			$	64,831		$	(158,865	)	$	331,903

Income (loss) from unconsolidated affiliates	$	(3,842	)		$	1,226		$	-		$	130,420
Capital expenditures	$	342,839		⁽³⁾	$	106,718	⁽⁴⁾	$	163,522		$	1,058,599
Total assets	$	1,040,199			$	773,104		$	553,805		$	7,917,446

⁽¹⁾ Amount excludes $289.7 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

⁽²⁾	Amount includes $29.6 million of capital expenditures attributable to noncontrolling interest owners.

⁽³⁾	Amount excludes $376.8 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates and includes $122.0 million of capital expenditures attributable to noncontrolling interest owners.

⁽⁴⁾ Amount excludes $4.9 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates.

103

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

For the year ended December 31, 2012

	Barnett		Eagle Ford		Haynesville		Marcellus			Niobrara
Revenues	$	395,467	$	7,232	$	68,184	$	783		$	116
Operating expenses		101,703		1,604		15,642		188			85
Depreciation and amortization expense		93,343		968		33,210		6			79
General and administrative expense		-		-		-		-			-
Other operating expense		-		-		-		-			-
Operating income (loss)	$	200,421	$	4,660	$	19,332	$	589		$	(48	)

Income (loss) from unconsolidated affiliates	$	-	$	-	$	-	$	67,592		$	-
Capital expenditures	$	98,507	$	11,796	$	23,578	$	-	⁽¹⁾	$	1,967
Total assets	$	1,573,789	$	925,694	$	1,324,599	$	1,142,550		$	91,236

				Mid-
	Utica			Continent			Corporate			Consolidated
Revenues	$	353		$	136,312		$	-		$	608,447
Operating expenses		159			52,979			25,279			197,639
Depreciation and amortization expense		48			32,042			5,821			165,517
General and administrative expense		-			-			67,579			67,579
Other operating expense		-			-			(766	)		(766	)
Operating income (loss)	$	146		$	51,291		$	(97,913	)	$	178,478

Income (loss) from unconsolidated affiliates	$	(38	)	$	(12	)	$	-		$	67,542
Capital expenditures	$	126		$	184,285		$	30,241		$	350,500
Total assets	$	356,662		$	714,510		$	432,060		$	6,561,100

(1) Amount excludes $384.4 million for the Partnership’s share of capital expenditures included in investments in unconsolidated affiliates

104

WILLIAMS PARTNERS L.P. (FORMERLY ACCESS MIDSTREAM PARTNERS, L.P.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1 5 .

Subsequent Events

On January 26, 2015, the board of directors of the Partnership’s general partner declared a cash distribution to the Partnership’s unitholders of $0.85 per unit, or $725.0 million in aggregate. The cash distribution was paid by the Merged Partnership on February 13, 2015 to unitholders of record at the close of business on February 9, 2015, which was subsequent to the completion of the merger described below and the issuance of new partnership units.

Merger with Williams Partners L.P. Pursuant to an Agreement and Plan of Merger dated as of October 24, 2014, the general partners of Williams Partners L.P. and Access Midstream Partners, L.P. agreed to combine those businesses and their general partners, with Williams Partners L.P. merging with and into Access Midstream Partners, L.P. and the Access Midstream Partners, L.P. general partner being the surviving general partner. Following the consummation of the Merger on February 2, 2015, the name of the registrant was changed to Williams Partners L.P. and the name of its general partner was changed to WPZ GP LLC. Please read Note 1 – Description of Business and Basis of Presentation, to the consolidated financial statements, for more information on the Merger.

Following the Merger, the Merged Partnership now has a new $3.5 billion long-term unsecured credit facility, a $3.0 billion commercial paper program, and a $1.5 billion short-term unsecured credit facility, all as further discussed in Note 12 – Long-Term Debt and Interest Expense.

Quarterly Financial Data (Unaudited)

Summarized unaudited quarterly financial data for 2014 and 2013 are as follows ($ in thousands except per share data):

	Quarters Ended
	March 31, 2014		June 30, 2014		September 30, 2014		December 31, 2014
Total revenues	$	277,078	$	292,934	$	313,849	$	495,078
Gross profit ^(a)	$	184,165	$	195,411	$	197,197	$	374,577
Net income	$	65,529	$	72,468	$	51,902	$	239,472
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.)	$	61,078	$	67,454	$	41,218	$	228,310
Net income per common units	$	0.15	$	0.18	$	0.03	$	0.65
Net income per subordinated units	$	—	$	—	$	—	$	—
	Quarters Ended
	March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013
Total revenues	$	236,959	$	247,242	$	260,943	$	328,078
Gross profit ^(a)	$	154,196	$	164,398	$	177,410	$	238,502
Net income	$	60,696	$	70,427	$	79,211	$	130,815
Net income attributable to Williams Partners L.P. (formerly Access Midstream Partners, L.P.)	$	59,538	$	69,213	$	78,217	$	129,057
Net income per common units	$	0.13	$	0.17	$	0.21	$	0.44
Net income per subordinated units	$	0.29	$	0.31	$	0.33	$	—

^(a)	Total revenue less operating costs.

105

I TEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

I TEM 9A.

Controls and Procedures

As required by Rules 13a-15(b) and 15d-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Form 10-K. Our disclosure controls and procedures are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including the principal executive officer and principal financial officer of our general partner, as appropriate, to allow timely decisions regarding required disclosure. Based upon the evaluation, the principal executive officer and principal financial officer of our general partner have concluded that our disclosure controls and procedures were effective at a reasonable level of assurance as of December 31, 2014.

Changes in Internal Control over Financial Reporting

There have been no changes in the Partnership’s internal control over financial reporting during the quarter ended December 31, 2014, that have materially affected, or are reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

It is the responsibility of the management of Williams Partners L.P. to establish and maintain adequate internal control over financial reporting (as defined in Rules 13a — 15(f) and 15d — 15(f) under the Securities Exchange Act of 1934). Our internal controls over financial reporting are designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of financial statements in accordance with accounting principles generally accepted in the United States. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorization of our management and board of directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.

All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2014, based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework, (2013) . Based on our assessment, we concluded that, as of December 31, 2014, our internal control over financial reporting was effective.

The effectiveness of the Partnership’s internal control over financial reporting as of December 31, 2014 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in its report which appears herein.

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Report of Independent Registered Public Accounting Firm

On Internal Control Over Financial Reporting

The Board of Directors of WPZ GP LLC,

General Partner of Williams Partners L.P.

and the Limited Partners of Williams Partners L.P.

We have audited Williams Partners L.P.’s (formerly named Access Midstream Partners, L.P.) (the “Partnership”) internal control over financial reporting as of December 31, 2014, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). The Partnership’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Partnership’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Partnership maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of the Partnership as of December 31, 2014, and the related consolidated statements of income, changes in partners’ capital, and cash flows for the year then ended, and our report dated February 25, 2015 expressed an unqualified opinion thereon.

/s/Ernst & Young LLP

Tulsa, Oklahoma

February 25, 2015

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ITE M 9B.

Other Information

None

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

As a limited partnership, we have no directors or officers. Instead, our general partner, WPZ GP LLC, manages our operations and activities. Our general partner is not elected by our unitholders and is not subject to re-election on a regular basis in the future. Unitholders are not entitled to elect the directors of our general partner or directly or indirectly participate in our management or operation. Our general partner’s directors are appointed by a wholly owned subsidiary of Williams. Accordingly, we do not have a procedure by which our unitholders may recommend nominees to our general partner’s Board of Directors.

All of the senior officers of our general partner are also senior officers of Williams.

The following table shows information for the directors and executive officers of our general partner.

Name	Age	Position with WPZ GP LLC
Alan S. Armstrong	52	Chairman of the Board and Chief Executive Officer
Donald R. Chappel	63	Chief Financial Officer and Director
Frank E. Billings	52	Senior Vice President – Corporate Strategic Development and Director
Rory L. Miller	54	Senior Vice President - Atlantic-Gulf and Director
Robert S. Purgason	58	Senior Vice President – Access and Director
James E. Scheel	50	Senior Vice President - Northeast G&P and Director
H. Brent Austin	60	Director
David A. Daberko	69	Director
Philip L. Fredrickson	58	Director
Alice M. Peterson	62	Director
J. Michael Stice	55	Director
Walter J. Bennett	45	Senior Vice President – West
John R. Dearborn	57	Senior Vice President - NGL & Petchem Services
Fred E. Pace	53	Senior Vice President - E&C
Brian L. Perilloux	53	Senior Vice President - Operational Excellence
Craig L. Rainey	62	General Counsel
Ted T. Timmermans	58	Vice President, Controller, and Chief Accounting Officer

Officers serve at the discretion of the Board of Directors of our general partner. There are no family relationships among any of the directors or executive officers of our general partner. The directors of our general partner are appointed for one-year terms. In addition to independence and financial literacy for members of our general partner’s Board of Directors who serve on the Audit Committee and Conflicts Committee, our general partner considers the following qualifications relevant to service on its Board of Directors in the context of our business and structure:

•	Industry Experience in the oil, natural gas, and petrochemicals business.

•	Engineering and Construction Experience.

•	Financial and Accounting Experience.

•	Corporate Governance Experience.

•	Securities and Capital Markets Experience.

•	Executive Leadership Experience.

•	Public Policy and Government Experience.

•	Strategy Development and Risk Management Experience.

•	Operating Experience.

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•	Knowledge of the marketplace and political and regulatory environments relevant to the energy sector in the locations where we operate currently or plan to in the future (“Marketplace Knowledge”).

Certain information about each of our general partner’s directors and executive officers is set forth below, including qualifications relevant to service on our general partner’s Board of Directors.

Alan S. Armstrong has served as a director of our general partner since 2012, as Chief Executive Officer of our general partner since December 31, 2014, and as Chairman of the Board of Directors of our general partner since February 2, 2015. Mr. Armstrong has served as the Chief Executive Officer, President, and a director of Williams since 2011. Mr. Armstrong served as a director of the general partner of Pre-merger WPZ (the Pre-merger WPZ Board) from 2005 until the Merger on February 2, 2015, as the Chairman of the Pre-merger WPZ Board and the Chief Executive Officer of the general partner of Pre-merger WPZ (the Pre-merger WPZ General Partner) from 2011 until the Merger. From 2010 to 2011, Mr. Armstrong served as Senior Vice President — Midstream of the Pre-merger WPZ General Partner. From 2005 until 2010, Mr. Armstrong served as the Chief Operating Officer of the Pre-merger WPZ General Partner. From 2002 to 2011, Mr. Armstrong served as Senior Vice President — Midstream of Williams and acted as President of Williams’ midstream business. From 1999 to 2002, Mr. Armstrong was Vice President, Gathering and Processing in Williams’ midstream business and from 1998 to 1999 was Vice President, Commercial Development, in Williams’ midstream business. Mr. Armstrong has also served as a director of BOK Financial Corporation (a financial services company) since 2013.

Mr. Armstrong’s qualifications include Marketplace Knowledge and industry, engineering and construction, financial and accounting, corporate governance, securities and capital markets, executive leadership, public policy and government, strategy development and risk management, and operating experience.

Donald R. Chappel has served as a director of our general partner since 2012 and as Chief Financial Officer of our general partner since December 31, 2014. Mr. Chappel has served as Senior Vice President and Chief Financial Officer of Williams since 2003. Mr. Chappel served as the Chief Financial Officer and a director of the Pre-merger WPZ General Partner from 2005 until the Merger. Mr. Chappel served as Chief Financial Officer and a director of the general partner of Williams Pipeline Partners L.P. (“WMZ”) (a limited partnership formed by Williams to own and operate natural gas transportation and storage assets) from 2008 until WMZ merged with Pre-merger WPZ in 2010. Mr. Chappel has served as a member of the Management Committee of Northwest Pipeline since 2007. Mr. Chappel also serves as a director of SUPERVALU Inc. (a grocery and pharmacy company).

Mr. Chappel’s qualifications include Marketplace Knowledge and industry, financial and accounting, corporate governance, securities and capital markets, executive leadership, and strategy development, and risk management experience.

Frank E. Billings has served as a director of our general partner since February 2014 and as our general partner’s Senior Vice President – Corporate Strategic Development since the Merger. Mr. Billings has served as Senior Vice President — Corporate Strategic Development of Williams since January 2014 and served in that role for the Pre-merger WPZ General Partner from January 2014 until the Merger. From January 2013 to January 2014, he served as Senior Vice President — Northeast G&P of Williams and the Pre-merger WPZ General Partner. Mr. Billings served as a Vice President of Williams’ midstream business from 2011 until 2013 and as Vice President, Business Development of Williams from 2010 to 2011. He served as President of Cumberland Plateau Pipeline Company (a privately held company developing an ethane pipeline to serve the Marcellus shale area) from 2009 until 2010. From 2008 to 2009, Mr. Billings served as Senior Vice President of Commercial for Crosstex Energy, Inc. and Crosstex Energy L.P. (an independent midstream energy services master limited partnership and its parent corporation). In 1988, Mr. Billings joined MAPCO Inc., which merged with a Williams subsidiary in 1998, serving in various management roles, including in 2008 as a Vice President in the midstream business.

Mr. Billings’ qualifications include industry, executive leadership, risk management, and operating experience.

Rory L. Miller has served as a director of our general partner and as Senior Vice-President – Atlantic-Gulf of our general partner since the Merger. Mr. Miller has served as Senior Vice President – Atlantic Gulf of Williams since 2013 and served in that role for the Pre-merger WPZ General Partner from 2011 until the Merger. From 2011 until 2013, Mr. Miller was Senior Vice President — Midstream of Williams and the Pre-merger WPZ General Partner, acting as President of Williams’ midstream business. Mr. Miller was a Vice President of Williams’ midstream business from 2004 until 2011. Mr. Miller has served as a member of the Management Committee of Transco since 2013.

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Mr. Miller’s qualifications include Marketplace Knowledge and industry, engineering and construction, executive leadership, strategy development and risk management, and operating experience.

Robert S. Purgason has served as a director of our general partner since 2012 and as Senior Vice President-Access of our general partner since the Merger. Mr. Purgason has served as Senior Vice President-Access of Williams since January 1, 2015. Mr. Purgason served as Chief Operating Officer of our general partner from 2010 until the Merger. Prior to joining our general partner, Mr. Purgason spent five years at Crosstex Energy L.P. and was promoted to Senior Vice President — Chief Operating Officer in 2006. Prior to Crosstex, Mr. Purgason spent 19 years with Williams in various senior business development and operational roles. Mr. Purgason began his career at Perry Gas Companies in Odessa, Texas working in all facets of the natural gas treating business. Mr. Purgason has also served on the Board of Directors of L.B. Foster Company (a manufacturer, fabricator, and distributor of products and services for the rail, construction, energy, and utility markets) since December 2014.

Mr. Purgason’s qualifications include Marketplace Knowledge and industry, engineering and construction, financial and accounting, corporate governance, securities and capital markets, executive leadership, public policy and government, strategy development and risk management, and operating experience.

James E. Scheel has served as a director of our general partner and as Senior Vice President – Northeast G&P since the Merger. Mr. Scheel has served as Senior Vice President – Northeast G&P of Williams since January 2014 and served in that role for the Pre-merger WPZ General Partner from January 2014 until the Merger. Mr. Scheel served as a director of the Pre-merger WPZ General Partner from 2012 until the Merger. Mr. Scheel served as a director of the Pre-merger ACMP General Partner from 2012 to February 2014. Mr. Scheel served as Senior Vice President — Corporate Strategic Development of Williams and the Pre-merger WPZ General Partner from 2012 to January 2014. Mr. Scheel served as Vice President of Business Development of Williams’ midstream business from 2011 until 2012. Mr. Scheel joined Williams in 1988 and has served in leadership roles in business strategic development, engineering and operations, the NGL business, and international operations.

Mr. Scheel’s qualifications include Marketplace Knowledge and industry, engineering and construction, executive leadership, strategy development and risk management, and operating experience.

H. Brent Austin has served as a director of our general partner since the Merger. Mr. Austin served as a director of the Pre-merger WPZ General Partner from 2010 until the Merger. Mr. Austin has been Managing Director and Chief Investment Officer of Alsamora L.P., a Houston-based private limited partnership with real estate and diversified equity investments, since 2003. Mr. Austin served as a director of the general partner of WMZ from 2008 until WMZ merged with Pre-merger WPZ in 2010. From 2002 to 2003, Mr. Austin was President and Chief Operating Officer of El Paso Corporation, an owner and operator of natural gas transportation pipelines, storage, and other midstream assets, where he managed all nonregulated operations as well as all financial functions.

Mr. Austin’s qualifications include Marketplace Knowledge and industry, financial and accounting, corporate governance, securities and capital markets, executive leadership, public policy and government, strategy development and risk management, and operating experience.

David A. Daberko has served as a director of our general partner since 2010, having served as Chairman of the Board until the Merger. Mr. Daberko is the retired Chairman and Chief Executive Officer of National City Corporation, a regional bank holding company, where he worked for 39 years. Mr. Daberko joined National City Bank in 1968 as a management trainee and held a number of management positions within the company. Mr. Daberko was elected Deputy Chairman of National City Corporation and President of National City Bank in Cleveland in 1987. He served as President and Chief Operating Officer from 1993 until 1995 when he was named Chairman and Chief Executive Officer. He retired as Chief Executive Officer and Chairman in 2007. Mr. Daberko also serves on the board of directors of RPM International, Inc. (a manufacturer of specialty coatings, sealants, and building materials), Marathon Petroleum Corporation (an oil refining, marketing, and pipeline transport company) and MPLX LP (a master limited partnership formed by Marathon). He is a trustee of Case Western Reserve University, University Hospitals Health System and Hawken School. Mr. Daberko also previously served as a director of OMNOVA Solutions, Inc. (a provider of emulsion polymers, specialty chemicals and decorative and functional surfaces), a director of the Federal Reserve Bank of Cleveland, and a member and chairman of the Federal Advisory Council to the Board of Governors of the Federal Reserve System.

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Mr. Daberko’s qualifications include Marketplace Knowledge and industry, financial and accounting, corporate governance, securities and capital markets, executive leadership, public policy and government, and strategy and risk management experience.

Philip L. Frederickson has served as a director of our general partner since 2010. Mr. Frederickson retired from ConocoPhillips (then an international, integrated oil company) after 29 years of service. At the time of his retirement, he was Executive Vice President Planning, Strategy and Corporate Affairs. He also served as a board member for Chevron Phillips Chemical (a chemical producer) and DCP Midstream (a natural gas processor and marketer). Mr. Frederickson joined Conoco in 1978 and held several senior positions in the United States and Europe, including General Manager, Strategy and Business Development; General Manager, Refining and Marketing Europe; Managing Director, Conoco Ireland; General Manager, Refining and Marketing; General Manager, Strategy and Portfolio Management, Upstream; and Vice President, Business Development. Mr. Frederickson was Senior Vice President of Corporate Strategy and Business Development for Conoco Inc. from 2001 to 2002. Following the announcement of the merger of Conoco and Phillips in 2001, Mr. Frederickson was named integration lead to coordinate the merger transition and in 2002 was made Executive Vice President, Commercial, of ConocoPhillips. Mr. Frederickson serves as a board member for Rosetta Resources Inc., an independent natural gas exploration and production company, and as a director emeritus for the Yellowstone Park Foundation. Mr. Fredrickson previously served as a director of Sunoco Logistics Partners L.P.

Mr. Fredrickson’s qualifications include Marketplace Knowledge and industry, engineering and construction, financial and accounting, corporate governance, securities and capital markets, public policy and government, strategy and risk management, and operating experience.

Alice M. Peterson has served as a director of our general partner since the Merger. Ms. Peterson served as a director of the Pre-merger WPZ General Partner from 2005 until the Merger. Ms. Peterson has served as Chief Operating Officer of PPL Group, a private equity firm since 2012. Ms. Peterson served as a director of RIM Finance, LLC, a wholly owned subsidiary of Research in Motion, Ltd., the maker of the Blackberry™ handheld device, from 2000 to 2013. From 2009 to 2010, Ms. Peterson served as the Chief Ethics Officer of SAI Global, a provider of compliance and ethics services, and was a special advisor to SAI Global until 2012. Ms. Peterson served as a director of Patina Solutions, which provides professionals on a flexible basis to help companies achieve their business objectives from 2012 to 2013. Ms. Peterson founded and served as the president of Syrus Global, a provider of ethics, compliance, and reputation management solutions from 2002 to 2009, when it was acquired by SAI Global. From 2000 to 2001, Ms. Peterson served as President and General Manager of RIM Finance, LLC. From 1998 to 2000, Ms. Peterson served as Vice President of Sears Online and from 1993 to 1998, as Vice President and Treasurer of Sears, Roebuck and Co. Ms. Peterson previously served as a director of Navistar Financial Corporation, a wholly owned subsidiary of Navistar International (a manufacturer of commercial and military trucks, diesel engines and parts), Hanesbrands Inc. (an apparel company), TBC Corporation (a marketer of private branded replacement tires), and Fleming Companies (a supplier of consumer package goods).

Ms. Peterson’s qualifications include industry, financial and accounting, corporate governance, securities and capital markets, executive leadership, strategy development and risk management, and operating experience.

J. Michael Stice has served as a director of our general partner since 2012. Mr. Stice served as the Chief Executive Officer of our general partner from 2010 until December 31, 2014. Mr. Stice was Senior Vice President —Natural Gas Projects of Chesapeake and President and Chief Operating Officer of Chesapeake’s primary midstream subsidiaries from 2008 to 2012. Prior to joining our general partner and Chesapeake, Mr. Stice spent 27 years with ConocoPhillips and its predecessor companies, where he most recently served as President of ConocoPhillips Qatar, responsible for the development, management and construction of natural gas liquefaction and regasification projects. While at ConocoPhillips, he also served as Vice President of Global Gas, as President of Gas and Power and as President of Energy Solutions in addition to other roles in ConocoPhillips’ upstream and midstream business units. Mr. Stice also serves on the Board of Directors of U.S. Silica Holdings, Inc. (a producer of industrial silica and sand proppants) and SandRidge Energy, Inc. (an oil and natural gas company with a focus on exploration and production).

Mr. Stice’s qualifications include Marketplace Knowledge and industry, engineering and construction, corporate governance, executive leadership, public policy and government, strategy development and risk management, and operating experience.

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Walter J. Bennett has served as Senior Vice President — West of our general partner since December 2013. Mr. Bennett has served as Senior Vice President-West of Williams since January 1, 2015 and served in that same role for the Pre-merger WPZ General Partner until the Merger. He most recently was Vice President – Western Operations for our general partner. Prior, he was Chief Operating Officer of Chesapeake Midstream Development. Before joining our general partner, Mr. Bennett served as Senior Vice President-Operations at Boardwalk Pipeline Partners. Previously, Mr. Bennett served in a variety of senior positions at Gulf South Pipeline Company that included operations and commercial responsibilities. Mr. Bennett began his career at a subsidiary of Koch Industries.

John R. Dearborn has served as Senior Vice President - NGL & Petchem Services of our general partner since the Merger. Mr. Dearborn served as Senior Vice President - NGL & Petchem Services of Williams since 2013 and also served in that role for the Pre-merger WPZ General Partner from 2013 until the Merger. Mr. Dearborn served as a senior leader for Saudi Basic Industries Corporation, a petrochemical company, from 2011 to 2013. From 2001 to 2011, Mr. Dearborn served in a variety of leadership positions with The Dow Chemical Company (“Dow”). Mr. Dearborn also worked for Union Carbide Corporation (prior to its merger with Dow) from 1981 to 2001 where he served in several leadership roles.

Fred E. Pace has served as Senior Vice President – E&C (engineering and construction) of our general partner since the Merger. Mr. Pace has served as Senior Vice President – E&C of Williams since 2013 and also served in that role for the Pre-merger WPZ General Partner from 2013 until the Merger. From 2011 until 2013, Mr. Pace served Williams in project engineering and development roles, including service as Vice President, Engineering and Construction for Williams’ midstream business. From 2009 to 2011, Mr. Pace was the managing member of PACE Consulting, LLC, an engineering and consulting firm serving the energy industry. In 2003, Mr. Pace co-founded Clear Creek Natural Gas, LLC, later known as Clear Creek Energy Services, LLC, a provider of engineering, construction, and operational services to the energy industry, where he served as Chief Executive Officer until 2009. Mr. Pace has over 30 years of experience in the engineering, construction, operation, and project management areas of the energy industry, including prior service with Williams from 1985 to 1990.

Brian L. Perilloux has served as Senior Vice President – Operational Excellence of our general partner since the Merger. Mr. Perilloux has served as Senior Vice President – Operational Excellence of Williams since 2013 and served in that role for the Pre-merger WPZ General Partner from 2013 until the Merger. Mr. Perilloux served as a Vice President of Williams’ midstream business from 2011 until 2013. Mr. Perilloux served in various roles in Williams’ midstream business, including engineering and construction roles from 2007 to 2011. Prior to joining Williams, Mr. Perilloux was an officer of a private international engineering and construction company.

Craig L. Rainey has served as the General Counsel of our general partner since December 31, 2014. Mr. Rainey has served as the Senior Vice President and General Counsel of Williams since 2012 and served as General Counsel for the Pre-merger WPZ General Partner from 2012 until the Merger. From 2001 until 2012, Mr. Rainey served as an Assistant General Counsel of Williams, primarily supporting Williams’ midstream business and former exploration and production business during that time. He joined Williams in 1999 as a senior counsel and he has practiced law since 1977.

Ted T. Timmermans has served as Vice President, Controller, and Chief Accounting Officer of our general partner since the Merger. Mr. Timmermans has served as Vice President, Controller, and Chief Accounting Officer of Williams since 2005 and served in those roles for the Pre-merger WPZ General Partner from 2005 until the Merger. Mr. Timmermans served as an Assistant Controller of Williams from 1998 to 2005. Mr. Timmermans served as Chief Accounting Officer of the general partner of WMZ from 2008 until WMZ merged with Pre-merger WPZ in 2010.

Governance

Our general partner adopted governance guidelines that address, among other areas, director independence, policies on meeting attendance and preparation, executive sessions of nonmanagement directors, and communications with nonmanagement directors.

Director Independence

Because we are a limited partnership, the NYSE does not require our general partner’s Board of Directors to be composed of a majority of directors who meet the criteria for independence required by the NYSE or to maintain nominating/corporate governance and compensation committees composed entirely of independent directors.

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Our general partner’s Board of Directors has adopted governance guidelines which require at least three members of our general partner’s Board of Directors to be independent directors as defined by the rules of the NYSE and have no material relationship with us or our general partner. Our general partner’s Board of Directors at least annually reviews the independence of its members expected to be independent and affirmatively makes a determination that each director meets these independence standards.

Our general partner’s Board of Directors affirmatively determined that each of Mesdames Suedeen G. Kelly, Peterson and Laura A. Sugg, and Messrs. Austin, William B. Berry, and Fredrickson is an independent director. Mesdames Kelly and Sugg served as directors of our general partner until the Merger and Mr. Berry served as a director until July 1, 2014.In determining independence, the Board of Directors determined that each of these individuals met the “bright line” independence standards of the NYSE. In addition, the Board considered any transaction and relationships between each director and any member of his or her immediate family on one hand, and us or any affiliate of us on the other, to confirm that those transactions do not vitiate the affected director’s independence. Accordingly, the Board considered that Mr. Debarko is a director of Marathon Petroleum Corporation (“Marathon”) for whom we provide ordinary course services. In determining that the relationship was not material, the Board considered these facts: the relationship arises only because Mr. Debarko is a director of Marathon; he has no material interest in any transactions between Marathon and us or our general partner; and he had no role in any such transactions.

Mesdames Peterson and Messrs. Austin, Daberko, and Fredrickson do not serve as an executive officer of any nonprofit organization to which we or our affiliates made contributions within any single year of the preceding three years that exceeded the greater of $1.0 million or 2 percent of such organization’s consolidated gross revenues. Further, there were no discretionary contributions made by us or our affiliates to a nonprofit organization with which such director, or such director’s spouse, has a relationship that impact the director’s independence.

Meeting Attendance and Preparation

Members of the Board of Directors of our general partner are expected to attend at least 75 percent of regular Board meetings and meetings of the committees on which they serve, either in person or telephonically. In addition, directors are expected to be prepared for each meeting of the Board by reviewing written materials distributed in advance.

Executive Sessions of NonManagement Directors

Our general partner’s nonmanagement Board members periodically meet outside the presence of our general partner’s executive officers. The Chair of the Audit Committee serves as the presiding director for executive sessions of nonmanagement Board members. The current Chair of the Audit Committee and the presiding director is Ms. Peterson.

Communications with Directors

Interested parties wishing to communicate with our general partner’s nonmanagement directors, individually or as a group, may do so by contacting our general partner’s Corporate Secretary or the presiding director. The contact information is maintained on our website at http://investor.williams.com/williams-partners-lp.

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The current contact information is as follows:

Williams Partners L.P.

c/o WPZ GP LLC

One Williams Center, Suite 4700

Tulsa, Oklahoma 74172

Attn: Presiding Director

Williams Partners L.P.

c/o WPZ GP LLC

One Williams Center, Suite 4700

Tulsa, Oklahoma 74172

Attn: Corporate Secretary

Board Committees

The Board of Directors of our general partner has a separately designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934 and a Conflicts Committee. The following is a description of each of the committees and committee membership.

Board Committee Membership

	Audit	Conflicts
	Committee	Committee
H. Brent Austin	*	•
David A. Daberko	*	*
Phillip L. Fredrickson	*	*
Alice M. Peterson	•	*

__________________________

* = committee member

• = chairperson

Audit Committee

Our general partner’s Board of Directors has determined that all members of the Audit Committee meet the heightened independence requirements of the NYSE for audit committee members and that all members are financially literate as defined by the rules of the NYSE. The Board of Directors has further determined that Ms. Peterson and Messrs. Austin and Daberko qualify as “audit committee financial experts” as defined by the rules of the SEC. Biographical information for each of these persons is set forth above. The Audit Committee is governed by a written charter adopted by the Board of Directors. For further information about the Audit Committee, please read the “Report of the Audit Committee” below and “Principal Accountant Fees and Services.”

Conflicts Committee

The Conflicts Committee of our general partner’s Board of Directors reviews specific matters that the Board believes may involve conflicts of interest and which it determines to submit to the Conflicts Committee for review. The Conflicts Committee determines if the resolution of the conflict of interest is fair and reasonable to us. The members of the Conflicts Committee may not be officers or employees of our general partner or directors, officers or employees of its affiliates, and must meet the independence and experience standards established by the NYSE and the Exchange Act to serve on an audit committee of a board of directors, along with other requirements in our partnership agreement. Any matters approved by the Conflicts Committee will be conclusively deemed to be fair and reasonable to us, approved by all of our partners and not a breach by our general partner of any duties it may owe us or our unitholders.

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Code of Business Conduct and Ethics.

Our general partner has adopted a Code of Business Conduct and Ethics for directors, officers and employees. We intend to disclose any amendments to or waivers of the Code of Business Conduct and Ethics on behalf of our general partner’s Chief Executive Officer, Chief Financial Officer, Controller and persons performing similar functions on our website at http://investor.williams.com/williams-partners-lp under the Corporate Governance tab, promptly following the date of any such amendment or waiver.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our general partner’s executive officers and directors and persons who own more than 10 percent of a registered class of our equity securities to file with the SEC and the NYSE reports of ownership of our securities and changes in reported ownership. Executive officers and directors of our general partner and greater than 10 percent unitholders are required by SEC rules to furnish to us copies of all Section 16(a) reports that they file. Based solely on a review of reports furnished to our general partner, or written representations from reporting persons that all reportable transactions were reported, we believe that during the fiscal year ended December 31, 2014 our general partner’s officers and directors and our greater than 10 percent common unitholders timely filed all reports they were required to file under Section 16(a), except that due to inadvertent reporting oversights (i) one report for Ms. Suedeen G. Kelley was filed one day late with respect to two transactions and (ii) an initial statement of ownership for Mr. Frank Billings reflecting no holdings was not timely filed.

Transfer Agent and Registrar

Computershare Trust Company, N.A. serves as registrar and transfer agent for our common units. Contact information for Computershare is as follows:

Computershare Trust Company, N.A.

P.O. Box 30170

College Station, Texas 77842-3170

Phone: (781) 575-2879 or toll-free, (877) 498-8861

Hearing impaired: (800) 952-9245

Internet: www.computershare.com/investor

Send overnight mail to:

Computershare Trust Company, N.A.

211 Quality Circle, Suite 210

College Station, Texas 77845

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REPORT OF THE AUDIT COMMITTEE

The Audit Committee oversees our financial reporting process on behalf of the Board of Directors of our general partner. Management has the primary responsibility for the financial statements and the reporting process including the systems of internal controls. The Audit Committee operates under a written charter approved by the Board. The charter, among other things, provides that the Audit Committee has authority to appoint, oversee, compensate, evaluate, and terminate when appropriate the independent auditor. In this context, the Audit Committee:

•

Reviewed and discussed the audited financial statements in this annual report on Form 10-K with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of disclosures in the financial statements;

•

Reviewed with Ernst & Young LLP, the independent auditors, who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality and acceptability of Williams Partners L.P.’s accounting principles and such other matters as are required to be discussed with the Audit Committee under generally accepted auditing standards;

•

Received the written disclosures and the letter from Ernst & Young LLP required by applicable requirements of the Public Company Accounting Oversight Board regarding Ernst & Young LLP’s communications with the audit committee concerning independence, and discussed with Ernst & Young LLP its independence;

•	Discussed with Ernst & Young LLP the matters required to be discussed by Auditing Standard No. 16, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board;

•

Discussed with Ernst & Young LLP the overall scope and plans for their respective audit. The Audit Committee meets with Ernst & Young LLP, with and without management present, to discuss the results of their examinations, their evaluations of Williams Partners L.P.’s internal controls and the overall quality of Williams Partners L.P.’s financial reporting; and

•	Based on the foregoing reviews and discussions, recommended to the Board of Directors that the audited financial statements be included in the annual report on Form 10-K for the year ended December 31, 2014, for filing with the SEC.

This report has been furnished by the members of the Audit Committee of the Board of Directors:

— Alice M. Peterson - Chair

— H. Brent Austin

— David A. Daberko

— Phillip L. Frederickson

The report of the Audit Committee in this report shall not be deemed incorporated by reference into any other filing by Williams Partners L.P. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under such acts.

I TEM 11.

Executive Compensation

Compensation Discussion and Analysis

Named Executive Officers

This Compensation Discussion and Analysis describes the compensation system for our named executive officers for 2014 consisting of the following individuals: (1) J. Michael Stice, Chief Executive Officer; (2) Robert S. Purgason, Chief Operating Officer, (3) David C. Shiels, Chief Financial Officer, (4) Walter Bennett, Senior Vice President – Western Operations; and (5) John D. Seldenrust, Senior Vice President – Eastern Operations.

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Effective December 31, 2014, Alan S. Armstrong was named Chief Executive Officer and Donald R. Chappel was named Chief Financial Officer. Both individuals were elected as officers as Mr. Stice and Mr. Shiels departed from their positions, effective December 31, 2014. Messrs. Armstrong and Chappel will not be included as “named executive officers” throughout this section as they had no compensation from the Partnership or general partner during 2014.

Overview

Our general partner manages our operations and activities, and through its Board of Directors and officers, makes decisions on our behalf.

Compensation Design and Process

The Pre-merger ACMP compensation system was designed to:

•	attract, retain and motivate executive officers with the competence, knowledge, leadership skills and experience to grow the Partnership’s profitability;

•	align the interests of the executive officers with the interests of our unitholders by basing a significant majority of each executive officer’s total compensation on individual and Partnership performance; and

•	encourage both a short-term and long-term focus, while discouraging excessive risk taking.

Effective as of January 1, 2013, our general partner entered into an employment agreement with each of our named executive officers. The employment agreements are the primary basis for the 2014 compensation mix and levels for each of the named executive officers and reflect our comprehensive approach to executive compensation. In 2014, our general partner reviewed each named executive officer’s performance twice. These reviews consisted of a subjective assessment of the overall performance of the named executive officer and his role and relative contribution. In our assessment of the performance of each named executive officer, we considered the following:

Individual Performance

Partnership Performance

Intangibles

● Contributions to the development and execution of the Partnership’s business plans and strategies (including contributions that are expected to provide substantial benefit to the organization in future periods)

● Performance of the relevant department or functional unit

● Level of responsibility

● Longevity with the Partnership

● Overall performance of the Partnership, including progress made with respect to operational results, risk management activities, asset acquisitions and asset monetizations

● Financial performance as measured by Adjusted EBITDA, distributable cash flow, net income, cost of capital, general and administrative costs and common unit price performance

● Leadership ability

● Demonstrated commitment to the organization

● Motivational skills

● Attitude

● Work ethic

As part of this review, Mr. Stice provided recommendations to the Compensation Committee of the Board of Directors of our general partner with respect to the compensation levels of Messrs. Shiels, Purgason, Bennett and Seldenrust based on their respective employment agreements as well as a comprehensive, subjective evaluation of the Partnership’s performance and their individual performances. The Compensation Committee of the Board of Directors of our general partner reviewed and approved the total compensation for the named executive officers. Awards to the named executive officers under our LTIP and MICP were also expressly approved by the Board of Directors of our general partner.

Elements and Mix of Compensation

Pre-merger ACMP provided short-term compensation in the form of base salaries, cash bonuses, long-term compensation in the form of equity awards and 401(k) matching contributions and certain perquisites.

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Cash Salary and Bonuses

The base salary levels of the named executive officers were intended to reflect each named executive officer’s base level of responsibility, leadership, tenure and contribution to the success and profitability of the organization. Base salaries tend to be less variable over time and are intended to contribute less to total compensation than incentive awards. The base salaries did not increase in 2014 for the named executive officers. Cash bonuses paid during 2014 were intended to provide incentives based on a subjective performance assessment over a shorter period of time than the equity compensation listed below. Our named executive officers’ cash bonuses were determined by the Compensation Committee of the Board of Directors of our general partner in its discretion, based on its subjective assessment of our performance and our named executive officers’ performance over the first half of calendar year 2014 and over the second half of calendar year 2014.

Equity-Based Compensation

The equity-based compensation of the named executive officers was intended to provide incentives for long-term performance that increases unitholder value by aligning the interests of the unitholders and the named executive officers. Equity awards were granted to Messrs. Bennett and Seldenrust in January 2014. In July 2014, each named executive officer received an equity award. This award recognized that previously granted awards vested and distributed as a result of the Williams Acquisition and were intended to provide long-term incentives and ensure appropriate retention was in place to maintain continuity during this transition. The named executive officers received phantom unit awards under our LTIP, which is described below under “Long-Term Incentive Plan”.

Management Incentive Compensation Plan

Our general partner maintained the amended and restated MICP, which provided incentive compensation awards consisting of two components, to key members of management who were designated as participants by our general partner. Mr. Stice was granted an MICP award in December 2012 and Messrs. Shiels and Purgason were each granted MICP awards in December 2012 and January 2010. No additional MICP awards were granted to our named executive officers in 2014. As a result of the Williams Acquisition, MICP cash payments were made in 2014, as defined by the Plan, to Messrs. Stice, Shiels and Purgason.

The first component of each award was an annual cash bonus based on “excess” cash distributions made by us above a specified target amount with respect to each fiscal quarter during which the award was outstanding, beginning with the fiscal quarter in which the grant date occurred (the “Excess Return Component”). A participant’s Excess Return Component was generally calculated by multiplying the “excess” distribution amount for an applicable quarter (the amount of distributions that were made over “target” for that quarter) by the participant’s participation percentage assigned to him at the time of grant, by the annual payment percentage that was set forth in the MICP (unless otherwise assigned to the participant at the time of the grant). The Excess Return Component determined to be payable to a participant with respect to the quarters within a specified fiscal year (if any) was paid in annual installments over the first five years following the award commencement date, provided the participant continued to be employed by us or an affiliate until the payment date.

The second component was based on an increase in value of our common units at the end of a specified five-year period beginning on the award commencement date and was measured and paid at the end of such period (the “Equity Uplift Component”), unless a change of control occurred prior to the expiration of the period, at which time the award would be paid upon that change of control, as described in more detail below under “Potential Payments Upon Termination or Change of Control.” The Equity Uplift Component was calculated by multiplying the “equity uplift value,” if any, by the participant’s “equity uplift value percentage.” The “equity uplift value” was defined as the excess of the value of our units on the payment date over the value of our units on a date specified at the time of grant ($25.07 for the 2012 awards and $21.00 for the 2010 awards), multiplied by the number of our outstanding units on the payment date. Each participant’s “equity uplift value percentage” was assigned pursuant to an award agreement. Awards that could become due under the Equity Uplift Component could be paid in the form of a single lump sum in cash or common units, at the discretion of the Board of Directors of our general partner.

As a result of Williams Acquisition, payments were made under the MICP to Messrs. Stice, Purgason and Shiels in 2014. These payment amounts were consistent with the terms of the MICP and are disclosed in the Summary Compensation Table.

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Other Compensation Arrangements

Pre-merger ACMP also provided compensation in the form of personal benefits and perquisites to the named executive officers in 2014. Most of the benefits that Pre-merger ACMP provided to the named executive officers were the same benefits that were provided to all employees or large groups of senior-level employees of Pre-merger ACMP, including health and welfare insurance benefits, 401(k) benefits, which include matching contributions (up to 12 percent of an employee’s annual base salary and cash incentive bonus compensation). We did not have a pension plan or any other retirement plan other than the 401(k) and retirement restoration plans.

Employment Agreements

Each of the named executive officers is a party to an employment agreement with our general partner that became effective January 1, 2013, that governs the terms and conditions of their employment, including their duties and responsibilities, compensation and benefits, and applicable severance terms, which are described below under “Potential Payments Upon Termination or Change of Control.” The employment agreements are each described below.

Employment Agreement with J. Michael Stice

Mr. Stice’s employment agreement became effective January 1, 2013 and had an initial employment term ending on June 30, 2017, subject to automatic one-year renewals thereafter. Pursuant to the agreement, Mr. Stice served as the Chief Executive Officer of our general partner, with an initial annual base salary of $750,000, subject to review and increase by our general partner’s Board in its discretion. During the term of his employment, Mr. Stice was also eligible to participate in the employee b enefit plans and arrangements, such as retirement, health and welfare plans and vacation programs, in accordance with the terms and conditions of such plans and arrangements. Mr. Stice also participated in the MICP and the LTIP.

Mr. Stice’s employment agreement provided for certain severance payments and benefits upon specified terminations of employment, as described in more detail below under “Potential Payments Upon Termination or Change in Control – J. Michael Stice Employment Agreement”. In addition, Mr. Stice was entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our Severance Program, which is described in more detail below under “Potential Payments Upon Termination or Change in Control – Severance Program.”

As a result of Mr. Stice’s departure from our general partner effective December 31, 2014, he received a payment in 2015 consistent with the severance payment terms of the Employment Agreement. The Williams Acquisition did not trigger the Change in Control provisions of this agreement.

Employment Agreement with Robert S. Purgason

The employment agreement for Mr. Purgason became effective on January 1, 2013 and had an initial employment term ending on November 30, 2014 subject to automatic one-year renewals thereafter. Pursuant to the agreement, Mr. Purgason will serve as an officer of our general partner or an affiliate, with an initial annual base salary of $450,000, subject to review and increase by the employer in its discretion. During the term of his employment, Mr. Purgason is eligible to participate in the employee benefit plans and arrangements, such as retirement, health and welfare plans and vacation programs, in accordance with the terms and conditions of such plans and arrangements. In addition, during his employment terms, discretionary bonuses may be paid to Mr. Purgason as determined by the employer. Mr. Purgason also participated in the MICP and the LTIP.

The employment agreement for Mr. Purgason provides for certain severance payments and benefits upon specified terminations of employment, as described in more detail below under “Potential Payments Upon Termination or Change in Control – David C. Shiels and Robert S. Purgason Employment Agreement”. In addition, Mr. Purgason may be entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our Severance Program, which is described in more detail below under “Potential Payments Upon Termination or Change in Control – Severance Program.”

Employment Agreement with David C. Shiels

The employment agreement for Mr . Shiels became effective on January 1, 2013 and had an initial employment term ending on January 3, 2015 subject to automatic one-year renewals thereafter. Pursuant to the agreement , Mr. Shiels served as the Chief Financial Officer of our general partner, with an initial annual base salary of $400,000, subject to

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review and increase by our general partner’s Board in its discretion. During the term of his employment with our general partner, Mr. Shiels was eligible to participate in the employee benefit plans and arrangements, such as retirement, health and welfare plans and vacation programs, in accordance with the terms and conditions of such plans and arrangements. Mr. Shiels also participated in the MICP and the LTIP.

The employment agreement for Mr. Shiels provided for certain severance payments and benefits upon specified terminations of employment, as described in more detail below under “Potential Payments Upon Termination or Change in Control – David C. Shiels and Robert S. Purgason Employment Agreement”. In addition, Mr. Shiels was entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our Severance Program, which is described in more detail below under “Potential Payments Upon Termination or Change in Control – Severance Program.”

As a result of Mr. Shiels’ departure from our general partner effective December 31, 2014, he received a payment in 2015 consistent with the severance payment terms of the Employment Agreement. The Williams Acquisition did not trigger the Change in Control provisions of this agreement.

Employment Agreements with Walter Bennett and John D. Seldenrust

The employment agreements for each of Messrs. Bennett and Seldenrust became effective on January 1, 2013 and have initial employment terms ending on December 31, 2017 . Pursuant to their respective agreements, Mr. Bennett will serve as an officer of our general partner or an affiliate , with an initial annual base salary of $300,000, subject to review and increase by the employer in its discretion, and Mr. Seldenrust will serve as an officer of our general partner or an affiliate , with an initial annual base salary of $370,000, subject to review and increase by the employer in its discretion. During the term of their employment with our general partner, Messrs. Bennett and Seldenrust are eligible to participate in the employee benefit plans and arrangements, such as retirement, health and welfare plans and vacation programs, in accordance with the terms and conditions of such plans and arrangements.

Mr. Bennett’s employment agreement provides that he is eligible to receive target annual bonuses equal to $150,000 and $175,000 with respect to calendar years 2014 and 2015, respectively. Additionally, discretionary bonuses may be paid to Mr. Bennett as determined by our general partner. Mr. Seldenrust’s employment agreement provides that discretionary bonuses may be paid to him as determined by our general partner.

Messrs. Bennett and Seldenrust also participate in the LTIP. With respect to the 2014 and 2015 calendar years, Mr. Bennett is eligible to receive an equity unit award under the LTIP with a targeted value of $150,000 and $175,000, respectively.

The employment agreements for Messrs. Bennett and Seldenrust each provide for certain severance payments and benefits upon specified terminations of employment, as described in more detail below under “Potential Payments Upon Termination or Change in Control – Walter Bennett and John D. Seldenrust Employment Agreement”. In addition, Messrs. Bennett and Seldenrust may be entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our Severance Program, which is described in more detail below under “Potential Payments Upon Termination or Change in Control – Severance Program.”

Williams Leveraged Restricted Stock Unit (“RSU”) Awards

With a focus on strengthening the alignment between management and Williams stockholders while building important retention with select leaders during a time of tremendous growth and capital investment, Williams awarded Leveraged Restricted Stock Unit awards to Messrs. Purgason, Bennett and Seldenrust effective October 25, 2014. This special award is not part of Williams’ annual targeted compensation. The award incents the growth of Williams’ Total Shareholder Return (“TSR”) over a three-year period. In order for the award to generate value for the recipient, the annualized absolute TSR over the three-year period must be at least 7%. At the 7% annualized TSR result, the recipient would receive half of the units granted, regardless of the performance relative to Williams 2015 comparator company group. A result below 7% annualized TSR will not generate any distribution to the award recipients. For each full percentage point the annualized absolute TSR improves above 7% threshold, the number of units vesting will increase by a factor of the original unit award amount. This factor amount will vary based on Williams TSR performance relative to its 2015 comparator company group. When Williams TSR over the performance period meets or exceeds the median TSR of its comparator group of companies, the number of units earned will increase by a factor of 25% of the original unit award for each 1% above a 7% annualized rate of TSR and by 50% of the original unit award for each 1% above a 12% annualized TSR. When Williams TSR over the performance period falls below the median TSR of its comparator group of companies, the number of units earned will increase by a factor of 10% of the original award for each 1% above a 7%

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annualized rate of TSR. While the awards will vest at the end of three years, any vested units will be paid out in Williams’ stock on a one-for-one basis. Any such shares will distribute one-third three years after the award date, one-third four years after the award date, and one-third five years after the award date, subject to certain retention and change of control provisions. The award may not exceed five times the number of original units granted or eight times the target value of the award in dollars.

Compensation Programs in 2015

On January 1, 2015, all persons who were employed by our general partner and providing services to Pre-merger ACMP became employees of another affiliate of Williams, including our executive officers and our management directors. Beginning on January 1, 2015, all of our general partner’s executive officers will be compensated directly by a subsidiary of Williams except to the extent that awards or other compensatory agreements under our Pre-merger compensation programs remain outstanding. Because we no longer have a significant role in any policies or programs relating to compensation of the executive officers of our general partner and we will no longer make significant decisions relating to such compensation, our general partner’s Board of Directors dissolved its Compensation Committee in December 2014. Beginning January 1, 2015, we will reimburse our general partner or an affiliate for direct and indirect general and administrative expenses attributable to our management (which expenses include the share of the compensation paid to the executive officers of our general partner attributable to the time they spend managing our business). Please read “Certain Relationships and Related Transactions, and Director Independence - Reimbursement of Expenses of Our General Partner”for more information regarding this arrangement.

Board Report on Compensation

Neither we nor our general partner have a compensation committee. The Board of Directors of our general partner has reviewed and discussed with management the Compensation Discussion and Analysis set forth above and based on this review and discussion, has approved it for inclusion in this Form 10-K.

The Board of Directors of WPZ GP LLC:

Alan S. Armstrong, Chairman

H. Brent Austin

Frank E. Billings

Donald R. Chappel

David A. Daberko

Philip L. Frederickson

Rory L. Miller

Alice M. Peterson

Robert S. Purgason

James E. Scheel

J. Michael Stice

Long-Term Incentive Plan

General

Our general partner previously adopted the Access Midstream LTIP, for employees, consultants and directors of our general partner and its affiliates, who perform services for us. The summary of the LTIP contained herein does not purport to be complete and is qualified in its entirety by reference to the LTIP. The LTIP provides for the grant of unit awards, restricted units, phantom units, unit options, unit appreciation rights, distribution equivalent rights with respect to phantom units, and other unit-based awards. Subject to adjustment for certain events, an aggregate of 3,649,927 common units, as adjusted to reflect the Pre-merger Unit Split, may be delivered pursuant to awards under the LTIP. Units from awards that are cancelled or forfeited are available for delivery pursuant to other awards. The LTIP is administered by our general partner’s Board of Directors. The LTIP was designed to promote the interests of the Partnership and its unitholders by strengthening the Partnership’s ability to attract, retain and motivate qualified individuals to serve as directors, consultants and employees.

We do not expect to grant additional awards pursuant to this plan in future years.

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Restricted Units and Phantom Units

A restricted unit is a common unit that is subject to forfeiture during the restricted period. Upon vesting, the forfeiture restrictions lapse and the recipient holds a common unit that is not subject to forfeiture. A phantom unit is a notional unit that entitles the grantee to receive a common unit upon the vesting of the phantom unit or, in the discretion of our general partner, cash equal to the fair market value of a common unit. The Board of Directors of our general partner may make grants of restricted units and phantom units under the LTIP that contain such terms, consistent with the LTIP, as the Board may determine are appropriate, including the period over which restricted or phantom units will vest. Our general partner may, in its discretion, base vesting on the grantee’s completion of a period of service or upon the achievement of specified financial objectives or other criteria or upon a change of control (as defined in the LTIP) or as otherwise described in an award agreement. Upon the vesting of phantom units, common units equal to the number of phantom units then vesting, or cash equal to the fair market value thereof, is delivered to the grantee, less the number of units or amount of cash equal to the minimum income taxes withholding payable on the vesting of the phantom units.

Distributions made by us with respect to awards of phantom units may, in the discretion of the Board of Directors of our general partner, be subject to the same vesting requirements as the restricted units. Our general partner, in its discretion, may also grant tandem distribution equivalent rights with respect to phantom units. Distribution equivalent rights are rights to receive an amount equal to all or a portion of the cash distributions made on units during the period a phantom unit remains “outstanding.” Restricted units and phantom units granted under the LTIP serve as a means of incentive compensation for performance and not primarily as an opportunity to participate in the equity appreciation of the common units. Therefore, participants do not pay any consideration for the common units they receive with respect to these types of awards, and neither we nor our general partner receives remuneration for the units delivered with respect to these awards.

Unit Options and Unit Appreciation Rights

The LTIP also permits the grant of options and unit appreciation rights covering common units. Unit options represent the right to purchase a number of common units at a specified exercise price. Unit appreciation rights represent the right to receive the appreciation in the value of a number of common units over a specified exercise price, either in cash or in common units as determined by the board. Unit options and unit appreciation rights may be granted to such eligible individuals and with such terms as our general partner may determine, consistent with the LTIP; however, a unit option or unit appreciation right must have an exercise price greater than or equal to the fair market value of a common unit on the date of grant.

Other Unit-Based Awards

The LTIP also permits the grant of other unit-based awards, which are awards that, in whole or in part, are valued or based on or related to the value of a unit. The vesting of any other unit-based award may be based on a participant’s length of service, the achievement of performance criteria or other measures. On vesting, any other unit-based award may be paid in cash and/or in units (including restricted units), as our general partner may determine.

Source of Common Units; Cost

Common units to be delivered with respect to awards may be newly issued units, common units acquired by our general partner in the open market, common units already owned by our general partner or us, common units acquired by our general partner from any other person or any combination of the foregoing. Our general partner will be entitled to reimbursement by us for the cost incurred in acquiring such common units. If we issue new common units with respect to these awards, the total number of common units outstanding will increase, and our general partner will remit the proceeds it receives from a participant, if any, upon exercise of an award to us. With respect to any awards settled in cash, our general partner will be entitled to reimbursement by us for the amount of the cash settlement. With respect to unit options and unit appreciation rights, our general partner will be entitled to reimbursement from us for the difference between the cost it incurs in acquiring these common units and the proceeds it receives from an optionee at the time of exercise of an option. Thus, we will bear the cost of the unit options.

Amendment or Termination of Long-Term Incentive Plan

The Board of Directors of our general partner, in its discretion, may terminate the LTIP at any time with respect to the common units for which a grant has not previously been made. The LTIP will automatically terminate on the earlier of the 10th anniversary of the date it was initially adopted by our general partner or when common units are no longer available for delivery pursuant to awards under the LTIP. The Board of Directors of our general partner will also have the right to alter or amend the LTIP or any part of it from time to time or to amend any outstanding award made under the

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LTIP; provided, however, that no change in any outstanding award may be made that would materially impair the vested rights of the participant without the consent of the affected participant, and/or result in taxation to the participant under Section 409A of the Internal Revenue Code (the “Code”).

Upon a change of control of us or our general partner, the Board of Directors of our general partner may, in its sole discretion:

•	provide for either (A) the termination of any award in exchange for an amount of cash, if any, equal to the amount that would have been then attained upon the exercise or vesting of the award or (B) the replacement of the award with other rights or property;

•	provide that the award be assumed by the successor or survivor entity or be exchanged for similar awards of the equity of the successor or survivor, with appropriate adjustments;

•	make adjustments in the number and type of common units subject to, and terms and conditions and any performance criteria of, the award;

•	provide that the award will be exercisable or payable, notwithstanding anything to the contrary in the LTIP or the award agreement; and

•	provide that the award will be terminated upon such event.

Pre-merger WPZ LTIP

As a result of the Merger, we assumed the Pre-merger WPZ LTIP. Prior to the Merger, the Pre-merger WPZ LTIP initially permitted the issuance of up to 700,000 Pre-merger WPZ common units in the form of options, restricted units, phantom units, or unit appreciation rights. The number of awards that may be issued under this plan in the future is subject to conversion to our securities by our general partner consistent with the ratio of the Merger Exchange. No awards were outstanding under the Pre-merger WPZ LTIP in 2014 and no awards are currently outstanding. We do not expect to utilize this plan in future years.

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Summary Compensation Table

The following table summarizes the compensation amounts for each of the named executive officers for the fiscal years ended December 31, 2014, 2013 and 2012.

Name and Principal Position	Year	Salary ($)(1)		Bonus ($)(2)		Stock Awards ($)(3)		Option Awards ($)(3)		Non-Equity Incentive Plan Compen- sation ($) (4)		Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($)		All Other Compen- sation ($)(6)		Total ($)
J. Michael Stice ⁽ ⁵ ⁾	2014		804,822		1,465,743		1,000,006		—		44,094,284		—		816,079		48,180,934
Chief Executive Officer	2013		747,115		826,150		3,262,875		—		324,721		—		67,802		5,228,663
Chief Executive Officer	2012		342,308		1,562,875		881,062		—		29,848		—		299,403		3,115,496
Robert S. Purgason	2014		455,192		661,693		6,105,737		—		30,024,798		—		247,731		37,495,151
Chief Operating Officer	2013		448,269		581,050		250,221		—		263,899		—		40,700		1,584,139
Chief Operating Officer	2012		423,558		551,850		250,082		—		134,711		—		168,567		1,528,768
David C. Shiels	2014		431,776		608,550		600,055		—		15,012,398		—		210,908		16,863,687
Chief Financial Officer	2013		398,462		226,450		200,111		—		131,949		—		35,190		992,162
Chief Financial Officer	2012		373,750		200,750		200,138		—		67,355		—		119,351		961,344
John D. Seldenrust	2014		390,454		371,241		5,102,763		—		—		—		163,446		6,027,904
Senior Vice President – Eastern Operations	2013		371,077		351,650		315,180		—		—		—		24,906		1,062,813
Walter Bennett	2014		338,866		319,800		3,886,551		—		—		—		122,975		4,668,192
Senior Vice President -	2013		311,385		212,450		405,188		—		—		—		18,030		947,053
Western Operations
Alan S. Armstrong	2014		—		—		—		—		—		—		—		—
Chief Executive Officer
Donald R. Chappel	2014		—		—		—		—		—		—		—		—
Chief Financial Officer

(1)	The amounts in this column reflect the base salary compensation earned by our named executive officers for the year indicated.

(2)	The amounts in this column reflect bonuses earned by the named executive officers in the year indicated. For each of the named executive officers, the bonus amounts include bonuses provided for in their respective employment agreements and routine holiday bonuses.

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(3)

The amounts shown in this column for 2014 and 2013 reflect the aggregate grant date fair value of phantom unit awards granted to our named executive officers in 2014 and 2013, determined in accordance with FASB ASC Topic 718 (Compensation – Stock Compensation). The value ultimately realized by the executives upon the actual vesting of the awards may or may not be equal to the grant date fair value. Refer to the Grants of Plan-Based Awards in 2014 table for additional information regarding phantom unit awards made to the named executive officers in the year ended December 31, 2014. The amount also includes an October 25, 2014 award of Williams Leveraged RSR awards to Merres. Purgason, Seldenrust and Bennett. These awards were approved by Williams Compensation Committee subject to the terms of Williams 2007 Incentive Plan. More information about the named executive officers’ outstanding phantom units as of December 31, 2014 is provided in the Outstanding Equity Awards at Fiscal Year-End 2014 table. Unvested phantom units accrue distributions which are paid out upon the vesting of such units. Distribution equivalent rights are not reflected in the aggregate grant date fair value of phantom unit awards.

(4)

The amounts shown in this column reflect amounts earned from awards made in December 2012 for Mr. Stice and awards made in December 2012 and January 2010 for Messrs. Purgason and Shiels pursuant to the Excess Return Component of the MICP. The amounts in this column were paid pro-rata to the named executive officers over the remaining years of the MICP, until July 1, 2014 when both components of the MICP vested with the Williams Acquisition.

(5)

The amounts for Mr. Stice, in 2014 and 2013, reflect compensation paid entirely by the Partnership. The amounts for Mr. Stice, reflect compensation paid for his time spent providing services to the Partnership in 2012, which was approximately 50 percent of his time with the exception of a $1.0 million bonus payment in December 2012 that was paid entirely by the Partnership.

(6)

The dollar amounts for each perquisite and each other item of compensation shown in the “All Other Compensation” column and in this footnote represent our incremental cost of providing the perquisite or other benefit to the named executive officer. Amounts include the following perquisites and other items of compensation provided to our named executive officers in 2014.

Name	401(k) Plan Matching Contributions ($)(a)	Deferred Compensation Plan Matching Contributions ($)(b)	Distribution Equivalent Rights ($)(c)	Supplemental Life Insurance ($)(d)	Supplemental Accidental Death and Dismemberment Insurance ($)(e)	Perquisites ($)(f)	Total ($)
J. Michael Stice	23,000	297,538	468,443	12,642	1,170	13,286	816,079
Robert S. Purgason	23,000	147,213	64,546	10,062	936	1,974	247,731
David C. Shiels	17,500	120,715	66,551	2,124	576	3,442	210,908
John D. Seldenrust	23,000	91,864	41,708	4,017	705	2,152	163,446
Walter Bennett	17,500	76,354	25,626	1,920	523	1,052	122,975

(a)	Amounts represent matching contributions made on behalf of the named executive officers under Pre-Merger ACMP’s 401(k) plan.

(b )	Amounts represent matching contributions made on behalf of the named executive officers under Pre-Merger ACMP’s nonqualified deferred compensation plan.

(c )	This column represents distribution equivalent rights credited to the named executive officers with respect to their phantom units.

( d )

Amounts represent supplemental life insurance premiums paid on behalf of the named executive officers in 2014.

( e )

Amounts represent supplemental accidental death and dismemberment insurance premiums paid on behalf of the named executive officers in 2014.

(f)

Our employees and our named executive officers receive tickets to certain sporting events for which there is no incremental cost to the Company. This column represents the tax gross-up payments made to our named executive officers with respect to such tickets during 2014. Mr. Stice also received perquisites of $11,706 for personal use of airplane that Pre-Merger ACMP had a contract with for business purposes.

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Grants of Plan-Based Awards in 2014

The following table sets forth information concerning grants of plan-based awards made to the named executive officers during 2014.

Name	Grant Date		Approval Date (1)		Estimated Future Payout Under Non- Equity Incentive Plan Awards – Target ($)		All Other Stock Awards: Number of Shares of Stock or Units (#)(2)		Grant Date Fair Value of Stock Awards ($)
J. Michael Stice		July 16, 2014		July 2, 2014	$	—		15,652	$	1,000,006	(3)


Robert S. Purgason		July 16, 2014		July 2, 2014		—		78,260	$	5,000,031	(3)

		October 25, 2014		October 25, 2014		—		18,746	$	1,105,706	(4)

David C. Shiels		July 16, 2014		July 2, 2014		—		9,392	$	600,055	(3)


John D. Seldenrust		January 10, 2014		December 12, 2013		—		3,685	$	200,059	(3)
		July 16, 2014		June 30, 2014		—		62,608		4,000,025	(3)
								66,293	$	4,200,084

		October 25, 2014		October 25, 2014		—		11,361	$	736,420	(4)

Walter Bennett		January 10, 2014		December 12, 2013		—		2,765	$	150,112	(3)
		July 16, 2014		June 30, 2014		—		46,956		3,000,019	(3)
								49,721	$	3,150,131

		October 25, 2014		October 25, 2014		—		14,202	$	902,679	(4)

Alan S. Armstrong		—		—		—		—		—

Donald R. Chappel		—		—		—		—		—

(1)

Our general partner approved the phantom unit awards to the named executive officers at regularly scheduled meetings. The general partner’s approval on December 12, 2013 provided for the phantom unit grant dates to be on January 10, 2014. The general partner’s approval on June 30, 2014 and July 2, 2014 provided for the phantom unit grant dates to be on July 16, 2014.

(2)

The phantom unit awards granted in January 2014 vested on July 1, 2014 due to the Williams Acquisition. The phantom unit awards granted on July 16, 2014 vest as follows: 25% granted to Mr. Purgason will vest on the second and third anniversaries of the grant date, and the remaining granted will vest on the fourth anniversary of the grant date; 18.75% granted to Mr. Seldenrust will vest on each of the second and third anniversaries of the grant date, and the remaining granted will vest on the fourth anniversary of the grant date; and 16.67% granted to Mr. Bennett will vest on each of the second and third anniversaries of the grant date, and the remaining granted will vest on the fourth anniversary of the grant date. The phantom unit awards granted to Mr. Stice and Mr. Shiels were originally granted with time-based vesting periods but were accelerated due to their departure on December 31, 2014. Unvested phantom units accrue distributions that are paid out upon the vesting of such units.

(3)

The amounts shown in this column represent the aggregate grant date fair value of the awards, determined in accordance with FASB ASC Topic 718. The values shown in reference to phantom unit awards are based on the closing price of the Partnership’s common units on the grant date. The value ultimately realized by the executive upon the actual vesting of the awards may or may not be equal to the grant date fair value. Unvested phantom units accrue distributions that are paid out upon the vesting of such units. Distribution equivalent rights are not reflected in the aggregate grant date fair value of phantom unit awards.

(4)

The Williams Compensation Committee approved Williams’ equity awards to Messrs. Purgason, Bennett and Seldenrust on October 25, 2014. These awards are in the form of Williams’ restricted stock units and are not our units or part of our general partner’s LTIP. The award focused on strengthening the alignment between management and Williams stockholders while building important retention with select leaders during a time of tremendous growth and capital investment, The award incents the growth of Williams’ TSR over a three-year period. In order for the award to generate value for the recipient, the annualized absolute TSR over the three-year period must be at least 7%. At the 7% annualized TSR result, the recipient would receive half of the units granted,

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regardless of the performance relative to its 2015 comparator company group. A result below 7% annualized TSR will not generate any distribution to the award recipients For each full percentage point the annualized absolute TSR improves above the 7% threshold, the number of units vesting will increase by a factor of the original unit award amount. This factor amount will vary based on Williams TSR performance relative to its 2015 comparator company group. When Williams TSR over the performance period meets or exceeds the median TSR of its comparator group of companies, the number of units earned will increase by a factor of 25% of the original unit award for each 1% above a 7% annualized rate of TSR and by 50% of the original unit award for each 1% above a 12% annualized TSR. When Williams TSR over the performance period falls below the median TSR of its comparator group of companies, the number of units earned will increase by a factor of 10% of the original award for each 1% above a 7% annualized rate of TSR. While the awards will vest at the end of three years, any earned units will distribute one-third three years after the award date, one-third four years after the award date, and one-third five years after the award date. The award may not exceed five times the number of original units granted or eight times the target value of the award in dollars.

Outstanding Equity Awards at Fiscal Year-End 2014

The following table reflects outstanding phantom unit awards as of December 31, 2014, for each of the named executive officers in connection with their service to the Partnership.

	Stock Awards
	Grant Date of Shares or Units of Stock That Have Not Vested		Number of Shares or Units of Stock That Have Not Vested (#) (1)		Market Value of Shares or Units of Stock That Have Not Vested ($)
J. Michael Stice		July 16, 2014		15,652		848,338	(2)
Robert S. Purgason		July 16, 2014		78,260		4,241,692	(2)
		October 25, 2014		18,746		842,445	(3)
David C. Shiels		July 16, 2014		9,392		509,046	(2)
John D. Seldenrust		July 16, 2014		62,608		3,393,354	(2)
		October 25, 2014		14,202		638,238	(3)
Walter Bennett		July 16, 2014		46,956		2,545,015	(2)
		October 25, 2014		11,361		510,563	(3)
Alan S. Armstrong		—		—		—
Donald R. Chappel		—		—		—

(1)	For vesting terms, see footnote 2 of the Grants of Plan-Based Awards in 2014 table.

(2)	The value shown for phantom unit awards is based on the closing price of Pre-merger ACMP’s common units on the NYSE on December 31, 2014, of $54.20 per unit.

(3)	The value shown is based on the closing price of Williams’ common units on the NYSE on December 31, 2014, of $44.94 per unit.

Stock Vested and Units Vested in 2014

The following table reflects phantom unit awards that vested in 2014.

	Unit Awards
Name	Number of Units Acquired on Vesting (#) (1)		Value Realized on Vesting ($)
J. Michael Stice		135,770	$	8,404,945
Robert S. Purgason		16,979		1,060,155
David C. Shiels		14,171		883,289
John D. Seldenrust		15,479		975,746
Walter Bennett		12,330		784,507
Alan S. Armstrong		—		—
Donald R. Chappel		—		—

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(1)

The number of units acquired on vesting reflects the vesting of phantom unit awards granted to the applicable named executive officer in connection with his service to the Partnership. The value realized on vesting is based on the closing price of the Partnership’s common units on the vesting dates.

Nonqualified Deferred Compensation for 2014

Name	Executive Contribution in Last Fiscal Year ($)		Registrant Contributions in Last Fiscal Year ($)(1)		Aggregate Earnings in Last Fiscal Year ($)		Aggregate Withdrawals/ Distributions ($)		Aggregate Balance at Last Fiscal Year-End ($)
J. Michael Stice	$	—	$	297,538	$	16,394	$	—	$	470,587
Robert S. Purgason		—		147,213		5,608		—		249,614
David C. Shiels.		—		120,715		5,200		—		180,230
John D. Seldenrust		—		91,864		7,830		—		163,924
Walter Bennett		—		76,354		2,508		—		117,928

(1 )	Partnership matching contributions are included as compensation in the All Other Compensation column of the Summary Compensation Table.

The named executive officers were permitted to participate in the general partner’s Match Restoration Plan (the “MRP”), a nonqualified deferred compensation plan.

Potential Payments Upon Termination or Change of Control

Employment Agreements. As discussed under “Compensation Discussion and Analysis” above, each of the named executive officers is or was a party to an employment agreement with our general partner, each of which became effective January 1, 2013, that govern or governed the terms a nd conditions of their employment, including their duties and responsibilities, compensation and benefits, and applicable severance terms. Below is a discussion of the arrangements in effect during calendar year 2014.

J. Michael Stice Employment Agreement . Mr. Stice's employment agreement provided for certain change of control and termination benefits in the event of a termination of Mr. Stice's employment under certain circumstances.

Upon a termination of his employment without “cause” or for a “good reason condition” (each as defined in the employment agreement), subject to his execution of a release , Mr. Stice was entitled to receive an amount equal to (i) 200% of his then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination. If such termination occurred within two years after a “ change of control” (as defined in the employment agreement), Mr. Stice was entitled to receive (in lieu of the severance benefits described above) an amount equal to (a) 250% of the sum of (i) his then-current annual base salary and (ii) the most recent actual annual bonus (or, if the most recent annual bonus was paid semi-annually, the two most recent semi-annual bon uses) paid to Mr. Stice during the twelve-month period preceding the change of control, plus (b) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination.

Upon a termination of Mr. Stice’s employment due to his death or incapacity, subject (in the case of his incapacity) to the execution of a release , Mr. Stice (or his estate, as applicable) was entitled to receive an amount equal to (i) 100% of his then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum following such termination. Upon any other termination of employment (including a termination for “cause” or due to the expiration or non-renewal of the employment term), Mr. Stice was entitled to receive only accrued but unpaid vacation through the date of termination. However, Mr. Stice was entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our general partner’s Severance Program (as defined below), which is described in more detail below under “Severance Program.”

Mr. Stice’s employment agreement contained confidentiality restrictions effective during and after his employment and non-solicitation covenants effective during employment and for one year (or six months in the case of a termination due to the expiration of the employment term) following the termination of his employment.

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Robert S. Purgason Employment Agreement . Mr. Purgason’s employment agreement with our general partner provides for certain termination benefits in the event of termination under certain specified circumstances.

Upon a termination of employment without “cause” or for a “good reason condition” (each as defined in the applicable employment agreement), subject to the execution of a release, Mr. Purgason is entitled to receive an amount equal to (i) 100% of his then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination. If such termination occurs within two years after a “change of control” (as defined in the applicable employment agreement), Mr. Purgason is entitled to receive (in lieu of the severance benefits described above) an amount equal to (a) 100% of the sum of (i) his then-current annual base salary and (ii) the most recent actual annual bonus (or, if the most recent annual bonus was paid semi-annually, the two most recent semi-annual bonuses) paid to him during the twelve-month period preceding the change of control, plus (b) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination.

Upon a termination of employment due to his death or incapacity, subject (in the case of incapacity) to the execution of a release, Mr. Purgason (or his estate, as applicable) is entitled to receive an amount equal to (i) 100% (in the case of death) or 50% (in the case of incapacity), as applicable, of his then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum following such termination. Upon any other termination (including a termination for “cause” or due to the non-renewal of the employment term), Mr. Purgason will be entitled to receive only accrued but unpaid vacation through the date of termination. However, Mr. Purgason may be entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our Severance Program, which is described in more detail below under “Severance Program.”

Mr. Purgason’s employment agreement also contains confidentiality restrictions effective during and after his employment and non-solicitation covenants effective during employment and for one year following the termination of his employment.

David C. Shiels Employment Agreement . Mr. Shiels’ employment agreement with our general partner provided for certain termination benefits in the event of termination under certain specified circumstances.

Upon a termination of employment without “cause” or for a “good reason condition” (each as defined in the applicable employment agreement), subject to the execution of a release, Mr. Shiels was entitled to receive an amount equal to (i) 100% of his then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination. If such termination occurred within two years after a “change of control” (as defined in the applicable employment agreement), Mr. Shiels was entitled to receive (in lieu of the severance benefits described above) an amount equal to (a) 100% of the sum of (i) his then-current annual base salary and (ii) the most recent actual annual bonus (or, if the most recent annual bonus was paid semi-annually, the two most recent semi-annual bonuses) paid to him during the twelve-month period preceding the change of control, plus (b) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination.

Upon a termination of employment due to his death or incapacity, subject (in the case of incapacity) to the execution of a release, Mr. Shiels (or his estate, as applicable) was entitled to receive an amount equal to (i) 100% (in the case of death) or 50% (in the case of incapacity), as applicable, of his then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum following such termination. Upon any other termination (including a termination for “cause” or due to the non-renewal of the employment term), Mr. Shiels was entitled to receive only accrued but unpaid vacation through the date of termination. However, Mr. Shiels was entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our Severance Program, which is described in more detail below under “Severance Program.”

Mr. Shiels’ employment agreement also contained confidentiality restrictions effective during and after his employment and non-solicitation covenants effective during employment and for one year following the termination of his employment.

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Walter Bennett and John D. Seldenrust Employment Agreements. Mr. Bennett’s and Mr. Seldenrust’s employment agreements with our general partner provide for certain termination benefits in the event of termination under certain specified circumstances.

Upon a termination of employment without “cause” or for a “good reason condition” (each as defined in the applicable employment agreement), subject to the execution of a release, each of Messrs. Bennett and Seldenrust are entitled to receive an amount equal to (i) 26 weeks of the executive’s then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination. If such termination occurs within two years after a “ change of control” (as defined in the applicable employment agreement), each of Messrs. Bennett and Seldenrust are entitled to receive (in lieu of the severance benefits described above) an amount equal to (a) the sum of (i) 26 weeks of the executive’s then-current annual base salary and (ii) the most recent annual bonus (or, if the most recent annual bonus was paid semi-annually, the two most recent semi-annual bonuses) paid to the executive during the twelve-month period preceding the change of control, plus (b) any accrued but unused vacation as of the date of termination, payable in a lump sum within thirty days following termination.

Upon a termination of employment due to the executive’s death or incapacity, subject (in the case of incapacity) to the execution of a release, each of Messrs. Bennett and Seldenrust (or their estates, as applicable) is entitled to receive an amount equal to (i) 52 weeks (in the case of death) or 26 weeks (in the case of incapacity), as applicable, of the executive’s then-current annual base salary, plus (ii) any accrued but unused vacation as of the date of termination, payable in a lump sum following such termination. Upon any other termination (including a termination for “cause” or due to the non-renewal of the employment term), each of Messrs. Bennett and Seldenrust will be entitled to receive only accrued but unpaid vacation through the date of termination. However, Messrs. Bennett and Seldenrust may be entitled to receive certain benefits and payments upon certain qualifying terminations of employment in accordance with the terms of our Severance Program, which is described in more detail below under “Severance Program.”

Each employment agreement also contains confidentiality restrictions effective during and after the executive’s employment and non-solicitation covenants effective during employment and for one year following the termination of the executive’s employment.

Severance Program . Our general partner maintains an Employee Severance Program (the “Severance Program”), which provides certain severance payments and benefits to eligible employees, including our named executive officers, upon specified terminations of employment. Specifically, upon an involuntary termination of employment due to a job elimination, subject to the execution of a release and continued compliance with certain confidentiality obligations, each eligible employee is entitled to receive: (i) an amount in cash equal to eight weeks (or twenty-six weeks for directors and senior directors) of the participant’s base salary (the “Severance Payment”), (ii) payment or reimbursement for continued healthcare of COBRA coverage for eight weeks (or twenty-six weeks for directors and senior directors) following termination, (iii) payment for post-termination outplacement services, and (iv) full accelerated vesting of any of then-unvested awards of restricted units held by the participant (collectively, (ii) through (iv), the “Severance Benefits”).

However, employees who have entered into individual employment agreements with our general partner, including our named executive officers, are eligible to receive Severance Benefits under the Severance Program only to the extent that the applicable employment agreement does not provide the employee with the same type of severance benefits (i.e., healthcare or COBRA payment or reimbursement, outplacement benefits and/or equity award acceleration, as applicable) provided under the Severance Program. Additionally, such employees, including our named executive officers, are eligible to receive the cash Severance Payment under the Severance Program only to the extent that the cash Severance Payment under the Severance Program is greater than the cash severance payments provided under the employment agreement.

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The tables below provide estimates of the compensation and benefits that would have been payable to Messrs. Stice, Shiels, Purgason, Bennett and Seldenrust under each the above described arrangements if such termination events had been triggered as of December 31, 2014.

J. Michael Stice - Executive Benefits and Payments Upon Separation	Termination without Cause		Change of Control		Retirement		Incapacity of Executive		Death of Executive
Compensation:
Cash Severance	$	1,500,000	$	3,337,500	$	—	$	750,000	$	750,000
Acceleration of Equity Compensation:
Phantom Unit Awards ⁽¹⁾		—		848,338		—		—		—
Benefits and Perquisites :
Accrued Vacation Pay		—		—		—		—		—
Total	$	1,500,000	$	4,185,838	$	—	$	750,000	$	750,000

(1)	Amounts based on the closing price of Pre-Merger ACMP’s common units on December 31, 2014.

Robert S. Purgason - Executive Benefits and Payments Upon Separation	Termination without Cause		Change of Control		Retirement		Incapacity of Executive		Death of Executive
Compensation:
Cash Severance	$	450,000	$	1,108,250	$	—	$	225,000	$	450,000
Acceleration of Equity Compensation:
Phantom Unit Awards ⁽¹⁾		—		4,241,692		—		—		—
Benefits and Perquisites :
Accrued Vacation Pay		3,263		3,263		3,263		3,263		3,263
Total	$	453,263	$	5,353,205	$	3,263	$	228,263	$	453,263

(1)	Amounts based on the closing price of Pre-Merger’s common units on December 31, 2014.

David C. Shiels - Executive Benefits and Payments Upon Separation	Termination without Cause		Change of Control		Retirement		Incapacity of Executive		Death of Executive
Compensation:
Cash Severance	$	415,000	$	1,022,000	$	—	$	207,500	$	415,000
Acceleration of Equity Compensation:
Phantom Unit Awards ⁽¹⁾		—		509,046		—		—		—
Benefits and Perquisites :
Accrued Vacation Pay		—		—		—		—		—
Total	$	415,000	$	1,531,046	$	—	$	207,500	$	415,000

(1)	Amounts based on the closing price of Pre-Merger’s common units on December 31, 2014.

John D. Seldenrust - Executive Benefits and Payments Upon Separation	Termination without Cause		Change of Control		Retirement		Incapacity of Executive		Death of Executive
Compensation:
Cash Severance	$	193,000	$	559,750	$	—	$	193,000	$	386,000
Acceleration of Equity Compensation:
Phantom Unit Awards ⁽¹⁾		—		3,393,354		—		—		—
Benefits and Perquisites :
Accrued Vacation Pay		1,499		1,499		1,499		1,499		1,499
Total	$	194,499	$	3,954,603	$	1,499	$	194,499	$	387,499

(1)	Amounts based on the closing price of Pre-Merger’s common units on December 31, 2014.

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Walter Bennett - Executive Benefits and Payments Upon Separation	Termination without Cause		Change of Control		Retirement		Incapacity of Executive		Death of Executive
Compensation:
Cash Severance	$	167,500	$	485,750	$	—	$	167,500	$	335,000
Acceleration of Equity Compensation:
Phantom Unit Awards ⁽¹⁾		—		2,545,015		—		—		—
Benefits and Perquisites :
Accrued Vacation Pay		21,917		21,917		21,917		21,917		21,917
Total	$	189,417	$	3,052,682	$	21,917	$	189,417	$	356,917

(1)	Amounts based on the closing price of Pre-Merger’s common units on December 31, 2014.

Compensation of Directors

Officers or employees of our general partner or its affiliates who also serve as directors of our general partner do not receive additional compensation for their service as a director of our general partner. Our non-management directors receive compensation for their service on our general partner’s Board of Directors. In 2014, such compensation consisted of an annual retainer of $80,000 for each Board member, except for the Chairman of the Board of Directors who received $100,000. The independent directors also received an initial grant of the number of units having a grant date value of approximately $50,000 upon initial appointment as a director of our general partner. The independent directors also received an annual grant, effective on the first business day of January, of a number of units having a grant date value of approximately $50,000, 25 percent of which vested on the grant date and 75 percent of which were phantom units that provided for time-based vesting, but for which vesting was accelerated because of the Williams Acquisition in July 2014.

Effective January 1, 2015, our general partner’s Board of Directors adopted a new compensation program for its non-management directors. Under the new program, non-employee directors will receive a bi-annual compensation package consisting of the following, which amounts are paid on January 1 and July 1: (a) $75,000 cash retainer; and (b) $5,000 cash retainer for the Chair of each of the Conflicts Committee and Audit Committee. If a non-employee director’s service on the Board of Directors commenced after January 1 and prior to the final day of June, or between July 1 and December 31, the non-employee director will receive a prorated bi-annual compensation package.

In addition, each director is reimbursed for out-of-pocket expenses in connection with attending meetings of the Board of Directors or committees. We also reimburse non-employee directors for the costs of education programs relevant to their duties as Board members. Each director is fully indemnified by us, pursuant to individual indemnification agreements, or our partnership agreement, for actions associated with being a director to the fullest extent permitted under Delaware law.

On January 2, 2014, each of Messrs. Daberko, Berry and Frederickson and Ms. Kelly was awarded 915 phantom units and all outstanding units vested on July 1, 2014.

The following table sets forth the compensation earned by the directors of our general partner in 2014:

Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1)		Option Awards ($)		All Other Compensation ($)(2)		Total ($)
David A. Daberko		100,000		—		—		9,456		109,456
William B. Berry		40,000		—		—		775		40,775
Philip A. Frederickson		80,000		—		—		9,456		89,456
Suedeen G. Kelly		80,000		—		—		9,456		89,456

(1)	Reflects the aggregate grant date fair value of 2014 unit awards computed in accordance with FASB ASC Topic 718. All units awarded previously were vested on July 1, 2014 and no additional awards were granted in the third or fourth quarter of 2014.

(2)	The amounts shown in this column reflect distribution equivalent rights with regard to phantom unit awards that were accrued and credited to the directors in 2014.

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H. Brent Austin and Alice M. Peterson joined the Board of Directors on February 2, 2015. Directors who did not receive compensation are not included in the previous table. J. Michael Stice will begin receiving compensation in 2015.

Compensation Committee Interlocks and Insider Participation

In 2014, Mesdames Robyn L. Ewing, Sarah C. Miller, and Suedeen Kelly (each of whom served as directors of our general partner until the Merger) and Messrs. Armstrong, Chappel, Cleary (who served as a director of our general partner until July 1, 2014), Daberko, Frederickson, and Woodburn (who served as a director of our general partner until July 1, 2014) served on the Compensation Committee of our general partner’s Board of Directors. Ms. Ewing and Messrs. Armstrong and Chappel are executive officers of Williams and Mr. Armstrong is a director of Williams. Messrs. Armstrong and Chappel were appointed executive officers of our general partner on December 31, 2014, subsequent to the previously discussed dissolution of the Compensation Committee in December 2014. Each of these individuals is compensated by Williams and receive no compensation from us or our general partner. Please read “Certain Relationships and Related Transactions, and Director Independence” below for information about relationships among us, our general partner and Williams.

Relation of Compensation Policies and Practices to Risk Management

Our Pre-merger compensation arrangements contained a number of design elements that served to minimize the incentive for taking excessive or inappropriate risk to achieve short-term, unsustainable results. In combination with our risk-management practices, we do not believe that risks arising from our Pre-merger compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. Please read “—Compensation Discussion and Analysis.” Beginning January 1, 2015, all of the officers of our general partner and employees who perform services on our behalf are employees of a subsidiary of Williams and, except to the limited extent that our Pre-merger compensation programs continue, are compensated directly by Williams. Please read “Compensation Discussion and Analysis,” and “Certain Relationships and Related Transactions, and Director Independence” for more information about this arrangement. For an analysis of any risks arising from Williams’ compensation policies and practices, please read the proxy statement for Williams’ 2015 annual meeting of stockholders which will be available upon its filing on the SEC’s website at www.sec.gov and on Williams’ website at www.williams.com .

I TEM 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following tables set forth the beneficial ownership of (i) our common units and other classes of equity and (ii) shares of Williams that, unless otherwise noted, as of February 13, 2015, are held by:

·	each member of our general partner’s Board of Directors;

·	each named executive officer of our general partner;

·	all directors and executive officers of our general partner as a group; and

·	each person or group of persons known by us to be a beneficial owner of 5% or more of the then outstanding common units.

The amounts and percentage of units or shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Under these rules, more than one person may be deemed a beneficial owner of the same securities and a person may be deemed a beneficial owner of securities as to which he or she has no economic interest. Except as indicated by footnote, the persons named in the tables below have sole voting and investment power with respect to all units or shares shown as beneficially owned by them, subject to community property laws where applicable.

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Williams Partners Beneficial Ownership

Name of Beneficial Owner	Common Units		Percentage of Common Units (1)			Class B Units		Percentage of Class B Units
The Williams Companies, Inc.(2)		339,664,088		57.89	%		13,948,171		100	%
Alan S. Armstrong (3)		17,334		*			—		—
H. Brent Austin		8,958		*			—		—
Walter Bennett		8,770		*			—		—
Frank E. Billings		—		*			—		—
Donald R. Chappel		19,574		*			—		—
David A. Daberko		20,074		*			—		—
Philip L. Frederickson		23,577		*			—		—
Rory L. Miller		1,752		*			—		—
Alice M. Peterson		3,921		*			—		—
Robert S. Purgason		29,726		*			—		—
James E. Scheel		—			*		—		—
John D. Seldenrust		3,971		*			—		—
David C. Shiels		19,940		*			—		—
J. Michael Stice		143,664		*			—		—
All executive officers and directors of general partner as a group (19 persons)		285,125		*			—		—

* Less than 1% .

(1)	The percentage of beneficial ownership is based on 586,694,518 common units outstanding as of February 13, 2015.

(2)	This row includes ownership information of Williams Gas Pipeline Company, LLC, which is controlled by Williams and directly held 339,664,088 Common Units and 13,948,171 Class B Units as of February 13, 2015.

(3)	Includes 8,667 common units indirectly held by the Shelly Stone Armstrong Trust, dated June 16, 2010 and 8,667 common units indirectly held by the Alan Stuart Armstrong Trust, dated June 16, 2010.

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Williams Beneficial Ownership

Name of Beneficial Owner	Shares of Common Stock Owned Directly or Indirectly	Shares Underlying Stock Options(1)	Shares Underlying Restricted Stock Units(2)	Total	Percent of Class(3)
Alan S. Armstrong	201,994	692,911	118,870	1,013,775	*
H. Brent Austin	—	—-	—-	—-	*
Walter Bennett	—	—-	—-	—-	*
Frank E. Billings	8,192	66,694	9,582	84,468	*
Donald R. Chappel	236,736	672,539	140,632	1,049,907	*
David A. Daberko	—-	—-	—-	—-	*
Philip L. Frederickson	—-	—-	—-	—-	*
Rory L. Miller	59,954	134,919	43,381	238,254	*
Alice M. Peterson	—	—-	—-	—-	*
Robert S. Purgason	—	—-	—-	—-	*
James E. Scheel	4,344	99,010	43,967	147,321	*
John D. Seldenrust	—-	—-	—-	—-	*
David C. Shiels	50	—-	—-	—-	*
J. Michael Stice	—	—-	—-	—-	*
All executive officers and directors of general partner as a group (19 persons)	576,459	2,031,093	462,821	3,070,423

*	Less than 1%.

(1)

Amounts reflect Williams shares that may be acquired upon the exercise of stock options granted under Williams’ current or previous equity plans that are currently exercisable, will become exercisable, or would become exercisable upon the voluntary retirement of such person, within 60 days of February 13, 2015.

(2)

Amounts reflect Williams shares that would be acquired upon the vesting of restricted stock units granted under Williams current or previous equity plans that will vest or that would vest upon the voluntary retirement of such person, within 60 days of February 13, 2015. Restricted stock units have no voting or investment power.

(3)

Ownership percentage is reported based on 747,801,194 shares of Williams common stock outstanding on February 13, 2015, plus, as to the holder thereof only and no other person, the number of shares (if any) that the person has the right to acquire as of February 13, 2015, or within 60 days from that date, through the exercise of all options and other rights.

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Securities authorized for issuance under equity compensation plans

The following table sets forth information with respect to the securities that may be issued under the LTIP as of December 31, 2014. For more information regarding the LTIP, which did not require approval by our unitholders, please see “Item 11. Executive Compensation—Long-Term Incentive Plan.”

Plan Category (3)	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column ⁽¹⁾ )
Equity compensation plans approved by security holders		—			—		—
Equity compensation plans not approved by security holders ⁽¹⁾		1,306,460	(2)		N/A		1,160,205	(2)

(1)	The Board of Directors of our general partner adopted the LTIP in 2010.

(2)

Pursuant to the terms of the LTIP, our general partner’s Board of Directors was required, effective February 2, 2015, to adjust outstanding awards and the number of securities remaining available for issuance to reflect the Pre-merger Unit Split that occurred immediately prior to the Merger. The units listed do not reflect the adjustment for the Pre-merger Unit Split.

(3)

Table does not include securities available for future issuance under the Pre-merger WPZ LTIP, which we assumed as a result of the Merger subsequent to December 31, 2014. As of December 31, 2014, 686,597 Pre-merger WPZ securities were available for issuance under this plan. The number of awards that may be issued under this plan in the future is subject to conversion to our securities by our general partner consistent with the ratio of the Merger Exchange. No awards were outstanding under the Pre-merger WPZ LTIP as of December 31, 2014.

I TEM 13.

Certain Relationships and Related Transactions, and Director Independence

At February 13, 2015, an affiliate of our general partner owns 339,664,088 common units and 13,948,171 Class B units representing a combined 59 percent limited partner interest in us. Williams also owns 100 percent of our general partner, which allows it to control us. Certain officers and directors of our general partner also serve as officers and/or directors of Williams. Our general partner owns a 2.0 percent general partner interest and incentive distribution rights in us.

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Distributions and Payments to Our General Partner and Its Affiliates

The following table summarizes the distributions and payments made by us (Pre-Merger ACMP) to our general partner and its affiliates in connection with our ongoing operation and any liquidation of Williams Partners L.P. These distributions and payments were determined by and among affiliated entities.

Operational Stage

Distributions of available cash to our general partner and its affiliates

We generally make cash distributions 98.0 percent to our unitholders pro rata, including Williams as the holders of an aggregate 46.6 percent of common units and 2.0 percent to our general partner at December 31, 2014, assuming it makes any capital contributions necessary to maintain its 2.0 percent interest in us. In addition, if distributions exceed the minimum quarterly distribution and other higher target distribution levels, our general partner is entitled to increasing percentages of the distributions, up to 50.0 percent of the distributions above the highest target distribution level.

If our general partner elects to reset the target distribution levels, it will be entitled to receive common units and to maintain its general partner interest.

Payments to our general partner and its affiliates

Our general partner does not receive a management fee or other compensation for the management of our partnership. We reimburse our general partner and its affiliates for all expenses they incur on our behalf. Under our partnership agreement, our general partner determines in good faith the amount of these expenses.

Beginning in 2015, our general partner will allocate expenses to us for the services performed on our behalf by our executive officers and directors, who are also employees of Williams. This allocated expense will include our allocable share of salaries, non-equity incentive plan compensation, and other employee-related expenses, including Williams restricted stock unit and stock option awards, retirement plans, health and welfare plans, employer-related payroll taxes, matching contributions made under a Williams defined contribution plan and premiums for life insurance.

Williams affiliates charge us for costs associated with the employees that operate our assets. In addition, general and administrative services are provided to us by employees of Williams, and we are charged for certain administrative expenses incurred by Williams. These charges are either directly identifiable or allocated to our operations. Williams charged us $15 million for the six months ended December 31, 2014.

Withdrawal or removal of our general partner

If our general partner withdraws or is removed, its general partner interest and its incentive distribution rights will either be sold to the new general partner for cash or converted into common units, in each case for an amount equal to the fair market value of those interests.

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Liquidation Stage

Liquidation

Upon our liquidation, our partners, including our general partner, will be entitled to receive liquidating distributions according to their respective capital account balances.

Reimbursement of Expenses of Our General Partner

Our general partner does not receive any management fee or other compensation for its management of our business. On January 1, 2015, all persons who were employed by our general partner and providing services to Pre-merger ACMP became employees of another affiliate of Williams, including our executive officers and management directors who were not previously employees of Williams. We will reimburse our general partner for expenses incurred on our behalf, including expenses incurred in compensating employees of an affiliate of Williams who perform services on our behalf. These expenses include all allocable expenses necessary or appropriate to the conduct of our business. Our partnership agreement provides that our general partner will determine in good fai th the expenses that are allocable to us. There is no minimum or maximum amount that may be paid or reimbursed to our general partner for expenses incurred on our behalf. These expenses will include our allocable share of salaries, non-equity incentive plan compensation, and other employment-related expenses, including Williams restricted stock unit and stock option awards, retirement plans, health and welfare plans, employer-related payroll taxes, matching contributions made under a Williams defined contribution plan and premiums for life insurance.

Williams’ affiliates will charge us for the costs associated with the employees that operate our assets. In addition, general and administrative services are provided to us by employees of a subsidiary of Williams, and we will be charged for certain administrative expenses incurred by Williams. These charges are either directly identifiable or allocated to our operations. Direct charges are for goods and services provided by Williams at our request. Allocated charges are based on a three-factor formula, which considers revenues; property, plant and equipment; and payroll. In management’s estimation, the allocation methodologies used are reasonable and will result in a reasonable allocation to us of the costs of doing business incurred by Williams. These services are provided to Transco and Northwest Pipeline pursuant to separate administrative service agreements with an affiliate of Williams.

Transactions Involving Chesapeake

In June 2012, Chesapeake sold all of its ownership interests in us and in our general partner; however, Mr. Dell’Osso, Executive Vice President and Chief Financial Officer of Chesapeake, remained on our Board of Directors through July 1, 2014.

Services Agreement

We were party to a services agreement with Chesapeake under which Chesapeake and its affiliates provided certain technology-related services and certain field communication support services through September 2014. For the year ended December 31, 2014, we paid Chesapeake and its affiliates approximately $1.1 million under the services agreement.

Gas Gathering Agreements

We are party to several gas gathering agreements with certain subsidiaries of Chesapeake under which we provide gathering and related services on our gathering systems in the Eagle Ford Shale region, Haynesville Shale region, Marcellus Shale region, Niobrara Shale region and Utica Shale region. For the year ended December 31, 2014, we received fees totaling $1.3 billion in the aggregate for providing services under these agreements.

Compression Agreements

We were party to four compression agreements with MidCon, a wholly owned indirect subsidiary of Chesapeake, pursuant to which MidCon agreed to provide compression equipment that we use to compress gas gathered on our gathering systems and provide certain related services. In return for MidCon’s provision of such equipment, we agreed to pay specified monthly rates per specified compression units, subject to an annual escalator to be applied on October 1st of each year and a redetermination of such specified monthly rates to market rates effective no later than October 1,

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2016. These agreements were terminated on March 31, 2014 and for the three-months ending March 31, 2014, we paid MidCon fees totaling $63.4 million in the aggregate for providing compression equipment under these agreements.

Master Recoupment, Netting and Setoff Agreement

We are party to a master recoupment, netting and setoff agreement with Chesapeake and certain of its subsidiaries that provides for the netting of fees, liquidated damages and other charges between the parties to certain “covered agreements,” including our gas gathering agreements with Chesapeake with respect to the Eagle Ford, Haynesville, Niobrara, Marcellus and Utica Shale regions and our services agreement. The recoupment agreement provides for the parties’ right to recoup, net and setoff accrued and unpaid fees, reimbursements, late payment charges and interest, and liquidated damages for breach or early termination pursuant to specified obligations arising under the terms of the covered agreements and losses, damages and other amounts to the extent agreed by the parties or provided by a court order. Recoupment, netting and setoff rights are triggered by a “recoupment event,” defined as the failure to pay an accrued payment obligation or obligations exceeding $100,000 under a covered agreement. Under the agreement, if a “triggering event,” defined as bankruptcy or insolvency, occurs, the non-bankrupt/insolvent party has the right to hold funds due from it to the bankrupt/insolvent party as an offset to liquidated amounts due from the bankrupt/insolvent party to the non-bankrupt/insolvent party, pending resolution of the parties’ rights under the recoupment agreement or common law. This agreement will terminate in the event there are fewer than two “covered agreements” in effect, or earlier upon written agreement of the parties.

Transactions Involving Williams

Merger Agreement

See Note 1 – Description of Business and Basis of Presentation of our Notes to Consolidated Financial Statements for a discussion of the Merger with Williams Partners L.P.

Our general partner charged us $175 thousand for the costs associated with Williams equity-based compensation programs for certain employees from the grant date of October 25, 2014 through December 31, 2014.

Commodity Purchase Contracts

Pre-merger WPZ purchases olefins and NGLs for resale from Williams Energy Canada ULC, a subsidiary of Williams, at market prices at the time of purchase.

Operating Agreements with Equity-Method Investees

Pre-merger WPZ and Pre-Merger ACMP are parties to operating agreements with unconsolidated companies where the investment is accounted for using the equity method. These operating agreements typically provide for reimbursement or payment to the partnership for certain direct operational payroll and employee benefit costs, materials, supplies and other charges and also for management services. Williams supplies a portion of these services, primarily those related to employees since the partnership does not have any employees, to the equity method investees. Amounts are billed to the equity- method investments the partnership operates.

Summary of Other Transactions with Williams and its Affiliates

Initial Omnibus Agreement

Upon the closing of Pre-merger WPZ’s initial public offering (“IPO”) in 2005, Pre-merger WPZ entered into an omnibus agreement with Williams and its affiliates that was not the result of arm’s-length negotiations. The omnibus agreement continues to govern our relationship with Williams regarding the following matters in connection with our IPO:

•	Indemnification for certain environmental liabilities and tax liabilities;

•	Reimbursement for certain expenditures; and

•	A license for the use of certain software and intellectual property.

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February 2010 Omnibus Agreement

In connection with Williams’ contribution of ownership interests in certain entities to Pre-merger WPZ in February 2010, Pre-merger WPZ entered into an omnibus agreement with Williams. Pursuant to this omnibus agreement, Williams remains obligated to indemnify Pre-merger WPZ for an amount based on the amortization over time of deferred revenue amounts that relate to cash payments received prior to the closing of the contribution transaction for services to be rendered by us in the future at the Devils Tower floating production platform located in Mississippi Canyon Block 773. In 2010, we also entered into a contribution agreement with Williams in connection with this transaction. The contribution agreement continues to govern our relationship with Williams with respect to indemnification for certain tax liabilities.

Ancillary Agreements with Affiliates of Williams

These agreements provide for:

•	Certain rights to access and use the acquired facilities by Williams affiliates so Williams may continue to develop additional projects;

•	Development of future projects by the parties;

•	Employees of Williams to operate the acquired assets and the allocation of costs related to the operation of those assets.

Intellectual Property License

Williams and its affiliates granted a license to us for the use of certain marks, including our logo, for as long as Williams controls our general partner, at no charge.

Review, Approval or Ratification of Transactions with Related Persons

Our partnership agreement contains specific provisions that address potential conflicts of interest between our general partner and its affiliates, including Williams, on one hand, and us and our subsidiaries, on the other hand. Whenever such a conflict of interest arises, our general partner will resolve the conflict. Our general partner may, but is not required to, seek the approval of such resolution from the Conflicts Committee of the Board of Directors of our general partner, which is comprised of independent directors. The partnership agreement provides that our general partner will not be in breach of its obligations under the partnership agreement or its duties to us or to our unitholders if the resolution of the conflict is:

•	Approved by the Conflicts Committee;

•	Approved by the vote of a majority of the outstanding common units, excluding any common units owned by our general partner or any of its affiliates;

•	On terms no less favorable to us than those generally being provided to or available from unrelated third parties; or

•	Fair and reasonable to us, taking into account the totality of the relationships between the parties involved, including other transactions that may be particularly favorable or advantageous to us.

If our general partner does not seek approval from the Conflicts Committee and the Board of Directors of our general partner determines that the resolution or course of action taken with respect to the conflict of interest satisfies either of the standards set forth in the third and fourth bullet points above, then it will be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought by or on behalf of any limited partner or the partnership, the person bringing or prosecuting such proceeding will have the burden of overcoming such presumption. Unless the resolution of a conflict is specifically provided for in our partnership agreement, our general partner or the Conflicts Committee may consider any factors it determines in good faith to consider when resolving a conflict. When our partnership agreement requires someone to act in good faith, it requires that person to reasonably believe that he is acting in the best interests of the partnership. See “Directors, Executive Officers and Corporate Governance — Governance — Board Committees — Conflicts Committee.”

In addition, our Code of Business Conduct and Ethics requires that all employees, including employees of affiliates of Williams who perform services for us and our general partner, avoid or disclose any activity that may interfere, or have the appearance of interfering, with their responsibilities to us and our unitholders. Conflicts of interest that cannot be

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avoided must be disclosed to a supervisor who is then responsible for establishing and monitoring procedures to ensure that we are not disadvantaged.

Director Independence

Please read “Directors, Executive Officers and Corporate Governance — Governance — Director Independence” and “ — Board Committees” in Item 10 above for information about the independence of our general partner’s Board of Directors and its committees, which information is incorporated into this Item 13 by reference.

I TEM 14.

Principal Accountant Fees and Services

We have engaged Ernst & Young LLP (and previously PricewaterhouseCoopers LLP) as our independent registered public accounting firm. The following table summarizes the fees we have paid to both firms to audit the Partnership’s annual consolidated financial statements and for other services for each of the last two fiscal years:


	2014		2013
	(in thousands)		(in thousands)
Audit fees	$	2,553	$	1,309
Audit-related fees		—		—
Tax		645		397
Total	$	3,198	$	1,706

Audit fees are primarily for audit of the Partnership’s consolidated financial statements, reviews of the Partnership’s financial statements included in the Form 10-Qs, comfort letters and other filings.

Tax fees represent amounts we were billed in each of the years presented for professional services rendered in connection with tax compliance, tax advice and tax planning. This category includes services relating to the preparation of unitholder annual K-1 statements.

Audit Committee Approval of Audit and Non-Audit Services

The Audit Committee of the Partnership’s general partner has adopted a Pre-Approval Policy with respect to services which may be performed by Ernst & Young LLP and PricewaterhouseCoopers LLP. This policy lists specific audit-related services as well as any other services that Ernst & Young LLP and PricewaterhouseCoopers LLP are authorized to perform and set out specific dollar limits for each specific service, which may not be exceeded without additional Audit Committee authorization. The Audit Committee receives quarterly reports on the status of expenditures pursuant to that Pre-Approval Policy. The Audit Committee reviews the policy at least annually in order to approve services and limits for the current year. Any service that is not clearly enumerated in the policy must receive specific pre-approval by the Audit Committee or by its Chairman, to whom such authority has been conditionally delegated, prior to engagement. During 2014, no fees for services outside the scope of audit, review, or attestation that exceed the waiver provisions of 17 CFR 210.2-01(c)(7)(i)(C) were approved by the Audit Committee.

The Audit Committee has approved the appointment of Ernst & Young LLP as independent registered public accounting firm to conduct the audit of the Partnership’s consolidated financial statements for the year ended December 31, 2014. PricewaterhouseCoopers LLP was appointed during the first three quarters of 2014 and for the year ended December 31, 2013.

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PART IV

ITE M 15.

Exhibits and Financial Statement Schedules

(a)	The following documents are filed as part of this report:

1.	Financial Statements . Reference is made to the accompanying Index to Financial Statements.

2.	Financial Statement Schedules . Quarterly financial data (unaudited) is included in Item 8 of this report with our consolidated financial statements. No other financial statement schedules are applicable or required.

3.	Exhibits . The following exhibits are filed herewith pursuant to the requirements of Item 601 of Regulation S-K:

Exhibit No.		Description
2.1§	--	Agreement and Plan of Merger dated as of October 24, 2014, by and among Williams Partners L.P., Access Midstream Partners, L.P., Access Midstream Partners GP, L.L.C., Williams Partners GP LLC, and VHMS LLC (filed on October 27, 2014 as Exhibit 2.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.1	--	Certificate of Limited Partnership of Chesapeake Midstream Partners, L.P. (filed on February 16, 2010 as Exhibit 3.1 to Williams Partners L.P.’s registration statement on Form S-1 (File No. 333-164905 and incorporated herein by reference).
3.2	--	Amendment to Certificate of Limited Partnership of Chesapeake Midstream Partners, L.P. (filed on July 30, 2012 as Exhibit 3.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.3	--	Amendment to Certificate of Limited Partnership of Access Midstream Partners, L.P. (filed on February 3, 2015 as Exhibit 3.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.4*	--	Composite Certificate of Limited Partnership of Williams Partners L.P.
3.5	--	First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P., dated August 3, 2010 (filed on August 5, 2010 as Exhibit 3.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.6	--	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P. dated as of December 20, 2012 (filed on July 20, 2012 as Exhibit 3.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.7	--	Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Access Midstream Partners, L.P. dated as of December 20, 2012 (filed on December 20, 2012 as Exhibit 3.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.8	--	Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Access Midstream Partners, L.P. dated as of January 29, 2015 (filed on February 3, 2015 as Exhibit 3.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.9	--	Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of Access Midstream Partners, L.P. dated as of January 29, 2015 (filed on February 3, 2015 as Exhibit 3.4 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.10*	--	Composite Agreement of Limited Partnership of Williams Partners L.P.

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Exhibit No.		Description
3.11	--	Certificate of Formation of Chesapeake Midstream GP, L.L.C. (filed on February 16, 2010 as Exhibit 3.3 to Williams Partners L.P.’s registration statement on Form S-1 (File No. 333-164905) and incorporated herein by reference).
3.12	--	Certificate of Amendment to Certificate of Formation of Chesapeake Midstream GP, L.L.C. (filed on July 20, 2012 as Exhibit 3.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.13	--	Certificate of Amendment to Certificate of Formation of Access Midstream Partners GP, L.L.C. (filed on February 2, 2015 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.14*	--	Composite Certificate of Formation of WPZ GP LLC.
3.15	--	Seventh Amended and Restated Limited Liability Company Agreement of WPZ GP LLC (filed on February 2, 2015 as Exhibit 3.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.1	--	Indenture, dated as of April 19, 2011, by and among the Partnership, Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 5, 2010 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference.
4.2	--	First Supplemental Indenture, dated as of January 4, 2012 among Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).
4.3	--	First Supplemental Indenture, dated as of January 7, 2013, by and among the Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 19, 2013 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.4	--	Third Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of April 18, 2014 (filed on May 1, 2014 as Exhibit 4.5 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).
4.5	--	Fourth Supplemental Indenture dated February 2, 2015, by and among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 3, 2015, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.6	--	Indenture, dated as of January 11, 2012, by and among the Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 11, 2012 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.7	--	First Supplemental Indenture, dated as of January 7, 2013, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.5 to Williams Partners L.P.’s annual report on Form 10-K (File No. 001-34831) and incorporated herein by reference).

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Exhibit No.		Description
4.8	--	Second Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of April 18, 2014 among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee filed on May 1, 2014 as Exhibit 4.4 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).
4.9	--	Third Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.10	--	Indenture, dated as of December 19, 2012, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.11	--	First Supplemental Indenture, dated as of December 19, 2012, among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.12	--	Second Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of January 7, 2013, by among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.9 to Williams Partners L.P.’s annual report on Form 10-K (File No. 001-34831) and incorporated herein by reference).
4.13	--	Third Supplemental Indenture, dated as of March 7, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 7, 2014 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.14	--	Third Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of April 18, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.3 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).
4.15	--	Fifth Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015 as Exhibit 4.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.16	--	Certificate of Incorporation of Williams Partners Finance Corporation (filed on September 22, 2006 as Exhibit 4.5 to Pre-merger WPZ’s registration statement on Form S-3 (File No. 333-137562) and incorporated herein by reference).
4.17	--	Bylaws of Williams Partners Finance Corporation (filed on September 22, 2006 as Exhibit 4.6 to Pre-merger WPZ’s registration statement on Form S-3 (File No. 333-137562) and incorporated herein by reference).
4.18	--	Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).

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Exhibit No.		Description
4.19	--	First Supplemental Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.2 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.20	--	Second Supplemental Indenture, dated as of November 17, 2011, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 18, 2011 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.21	--	Third Supplemental Indenture (including Form of 3.35% Senior Notes due 2022), dated as of August 14, 2012, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 14, 2012 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.22	--	Fourth Supplemental Indenture, dated as of November 15, 2013, between Pre-merger WPZ and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 18, 2013 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.23	--	Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 4, 2014 as Exhibit 4.1 Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.24	--	Sixth Supplemental Indenture, dated as of June 27, 2014, between Pre-merger WPZ and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 27, 2014 as Exhibit 4.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.25	--	Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015 as Exhibit 4.4 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.26	--	Indenture, dated December 13, 2006, by and among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York (filed on December 19, 2006 as Exhibit 4.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.27	--	First Supplemental Indenture, dated as of February 2, 2015, among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.6 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.28	--	Indenture, dated as of February 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.29	--	First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015 as Exhibit 4.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.30	--	Senior Indenture, dated as of November 30, 1995, between Northwest Pipeline Corporation and Chemical Bank Trustee (filed on September 14, 1995 as Exhibit 4.1 to Northwest Pipeline GP’s registration statement on Form S-3 (File No. 033-62639) and incorporated herein by reference).

146

Exhibit No.		Description
4.31	--	Indenture, dated as of June 22, 2006, between Northwest Pipeline Corporation and JPMorgan Chase Bank, N.A., as Trustee (filed on June 23, 2006 as Exhibit 4.1 to Northwest Pipeline GP’s current report on Form 8-K (File. No. 001-07414), and incorporated herein by reference).
4.32	--	Indenture, dated as of April 5, 2007, between Northwest Pipeline Corporation and The Bank of New York (filed on April 5, 2007 as Exhibit 4.1 to Northwest Pipeline GP’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
4.33	--	Indenture, dated May 22, 2008, between Northwest Pipeline GP and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to Northwest Pipeline GP’s current report on Form 8-K File No. 001-07414) and incorporated herein by reference).
4.34	--	Senior Indenture, dated as of July 15, 1996 between Transcontinental Gas Pipe Line Corporation and Citibank, N.A., as Trustee (filed on April 2, 1996 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s registration statement on Form S-3 (File No. 333-02155) and incorporated herein by reference).
4.35	--	Indenture, dated as of April 11, 2006, between Transcontinental Gas Pipe Line Corporation and JPMorgan Chase Bank, N.A., as Trustee with regard to Transcontinental Gas Pipe Line’s $200 million aggregate principal amount of 6.4% Senior Note due 2016 (filed on April 11, 2006 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
4.36	--	Indenture, dated May 22, 2008, between Transcontinental Gas Pipe Line Corporation and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
4.37	--	Indenture, dated as of August 12, 2011, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 12, 2011 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
4.38	--	Indenture, dated as of July 13, 2012, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on July 16, 2012 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
10.1#	--	Williams Partners GP LLC Long-Term Incentive Plan (filed on August 26, 2005 as Exhibit 10.2 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
10.2#	--	Amendment to the Williams Partners GP LLC Long-Term Incentive Plan, dated November 28, 2006 (filed on December 4, 2006 as Exhibit 10.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
10.3#	--	Amendment No. 2 to the Williams Partners GP LLC Long-Term Incentive Plan, dated December 2, 2008 (filed on February 26, 2009, as Exhibit 10.4 to Pre-merger WPZ’s annual report on Form 10-K (File No. 001-32599) and incorporated herein by reference).
10.4#	--	Chesapeake Midstream Long-Term Incentive Plan (filed on July 20, 2010 to Williams Partners L.P.’s registration statement on Form S-1 (File No. 333-164905) and incorporated herein by reference).
10.5#	--	First Amendment to Access Midstream Long-Term Incentive Plan, dated effective as of July 1, 2014 (filed on July 2, 2014 as Exhibit 10.01 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).

147

Exhibit No.		Description
10.6#*	--	Second Amendment to Williams Partners L.P. Long-Term Incentive Plan, dated effective as of February 2, 2015.
10.7#	--	Access Midstream Partners GP, L.L.C. Employee Severance Program, effective as of January 1, 2013 (filed on December 27, 2012 as Exhibit 10.8 to Williams Partners L.P.’s current report on Form 8-K dated December 27, 2012 (file No. 001-34831) and incorporated herein by reference).
10.8#	--	Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Robert S. Purgason (filed on December 27, 2012 as Exhibit 10.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.9	--	Amended and Restated Services Agreement, dated August 3, 2013, by and among Chesapeake Midstream Management, L.L.C., Chesapeake Operating Inc., Chesapeake Midstream GP, L.L.C., Chesapeake Midstream Partners, L.P., and Chesapeake MLP Operating, L.L.C. (filed on August 5, 2010 as Exhibit 10.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).

10.10†	--	Compression Services Agreement, dated February 26, 2014 between EXLP Operating LLC and Access MLP Operating, L.L.C. (filed on April 30, 2014 as Exhibit 10.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).

10.11#*	--	Amendment to Employment Agreement, effective as of October 17, 2014 between Access Midstream Partners GP, L.L.C. and Robert S. Purgason.
10.12#*	--	Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and John D. Seldenrust.
10.13#*	--	First Amendment to Employment Agreement, dated August 1, 2013, between Access Midstream Partners GP, L.L.C. and John D. Seldenrust.

10.14#*	--	Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Walter J. Bennett.
10.15#	--	Form of Restricted Phantom Unit Award Agreement (filed on July 7, 2014 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.16#*	--	WPZ GP LLC Director Compensation Policy adopted December 11, 2014.
10.17	--	Second Amended and Restated Credit Agreement, dated as of May 13, 2013, by and among Access MLP Operating, L.L.C., as the borrower, Access Midstream Partners, L.P., Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and the Issuing Lender, and the other lenders party thereto (filed on May 14, 2013 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.18	--	First Amended & Restated Credit Agreement dated as of July 31, 2013, by and among Williams Partners L.P., Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank N.A., as Administrative Agent (filed on July 31, 2013 as Exhibit 10 to Pre-merger WPZ’s quarterly report on Form 10-Q (File No. 001-32599) and incorporated herein by reference).
10.19	--	Amendment No. 1 and Consent to First Amended & Restated Credit Agreement, dated as of December 1, 2014, by and among Williams Partners L.P., Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A., as Administrative Agent. (filed on December 4, 2014 as exhibit 10.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).

148

Exhibit No.		Description
10.20	--	Form of Commercial Paper Dealer Agreement, dated as of March 12, 2013, between Williams Partners L.P., as Issuer, and the Dealer party thereto (filed on March 18, 2013 as Exhibit 10.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
10.21	--	Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of February 2, 2015, between Williams Partners L.P., as Issuer, and the Dealer party thereto (filed on February 3, 2015 as Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.22	--	Second Amended and Restated Credit Agreement dated as of February 2, 2015, between Williams Partners L.P., Northwest Pipeline LLC, Transcontinental Gas Pipeline Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.23	--	Credit Agreement dated as of February 3, 2015, between Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (filed on February 3, 2015 as Exhibit 10.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
12*	--	Computation of Ratio of Earnings to Fixed Charges.
21*	--	List of subsidiaries of Williams Partners L.P.
23.1*	--	Consent of Ernst & Young LLP.
23.2*	--	Consent of PricewaterhouseCoopers, LLP.
24*	--	Power of attorney.
31.1*	--	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*	--	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32**	--	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101.INS*	--	XBRL Instance Document.
101.SCH*	--	XBRL Taxonomy Extension Schema.
101.CAL*	--	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	--	XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	--	XBRL Taxonomy Extension Label Linkbase.
101.PRE*	--	XBRL Taxonomy Extension Presentation Linkbase.

____________________________

* Filed herewith.

** Furnished herewith.

§	Pursuant to item 601(b) (2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

# Management contract or compensatory plan or arrangement.

†	Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Such portions have been filed separately with the Securities and Exchange Commission.

149

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Williams Partners L.P.

By: WPZ GP LLC, its general partner

Date: February 25, 2015

/S/ Ted T. Timmermans

Ted T. Timmermans

Vice President, Controller, and Chief Accounting Officer (Duly Authorized Officer and Principal Accounting Officer)

150

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Alan S. Armstrong	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)	February 25, 2015
Alan S. Armstrong		February 25, 2015
/s/ Donald R. Chappel	Chief Financial Officer and Director (Principal Financial Officer)	February 25, 2015
Donald R. Chappel		February 25, 2015
/s/ Ted T. Timmermans	Vice President, Controller, and Chief Accounting Officer	February 25, 2015
Ted T. Timmermans	(Principal Accounting Officer)
/s/ Brent Austin*	Director	February 25, 2015
Brent Austin
/s/ Francis E. Billings*	Director	February 25, 2015
Francis E. Billings
/s/ David A. Dabarko*	Director	February 25, 2015
David A. Dabarko
/s/ Phillip L. Fredrickson*	Director	February 25, 2015
Phillip L. Fredrickson
/s/ Rory L. Miller*	Director	February 25, 2015
Rory L. Miller
/s/ Alice M. Peterson*	Director	February 25, 2015
Alice M. Peterson
/s/ Robert S. Purgason*	Director	February 25, 2015
Robert S. Purgason
/s/ James E. Scheel*	Director	February 25, 2015
James E. Scheel
/s/ J. Mike Stice*	Director	February 25, 2015
J. Mike Stice


*By:	/s/ William H. Gault February 25, 2015
	William H. Gault
	Attorney-in-Fact

		EXHIBIT INDEX

Exhibit No.		Description
2.1§	--	Agreement and Plan of Merger dated as of October 24, 2014, by and among Williams Partners L.P., Access Midstream Partners, L.P., Access Midstream Partners GP, L.L.C., Williams Partners GP LLC, and VHMS LLC (filed on October 27, 2014 as Exhibit 2.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.1	--	Certificate of Limited Partnership of Chesapeake Midstream Partners, L.P. (filed on February 16, 2010 as Exhibit 3.1 to Williams Partners L.P.’s registration statement on Form S-1 (File No. 333-164905 and incorporated herein by reference).
3.2	--	Amendment to Certificate of Limited Partnership of Chesapeake Midstream Partners, L.P. (filed on July 30, 2012 as Exhibit 3.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.3	--	Amendment to Certificate of Limited Partnership of Access Midstream Partners, L.P. (filed on February 3, 2015 as Exhibit 3.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.4*	--	Composite Certificate of Limited Partnership of Williams Partners L.P.
3.5	--	First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P., dated August 3, 2010 (filed on August 5, 2010 as Exhibit 3.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.6	--	Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P. dated as of December 20, 2012 (filed on July 20, 2012 as Exhibit 3.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.7	--	Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of Access Midstream Partners, L.P. dated as of December 20, 2012 (filed on December 20, 2012 as Exhibit 3.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.8	--	Amendment No. 3 to the First Amended and Restated Agreement of Limited Partnership of Access Midstream Partners, L.P. dated as of January 29, 2015 (filed on February 3, 2015 as Exhibit 3.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.9	--	Amendment No. 4 to the First Amended and Restated Agreement of Limited Partnership of Access Midstream Partners, L.P. dated as of January 29, 2015 (filed on February 3, 2015 as Exhibit 3.4 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.10*	--	Composite Agreement of Limited Partnership of Williams Partners L.P.
3.11	--	Certificate of Formation of Chesapeake Midstream GP, L.L.C. (filed on February 16, 2010 as Exhibit 3.3 to Williams Partners L.P.’s registration statement on Form S-1 (File No. 333-164905) and incorporated herein by reference).
3.12	--	Certificate of Amendment to Certificate of Formation of Chesapeake Midstream GP, L.L.C. (filed on July 20, 2012 as Exhibit 3.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
3.13	--	Certificate of Amendment to Certificate of Formation of Access Midstream Partners GP, L.L.C. (filed on February 2, 2015 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).

		EXHIBIT INDEX

Exhibit No.		Description
3.14*	--	Composite Certificate of Formation of WPZ GP LLC.
3.15	--	Seventh Amended and Restated Limited Liability Company Agreement of WPZ GP LLC (filed on February 2, 2015 as Exhibit 3.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.1	--	Indenture, dated as of April 19, 2011, by and among the Partnership, Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 5, 2010 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference.
4.2	--	First Supplemental Indenture, dated as of January 4, 2012 among Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).
4.3	--	First Supplemental Indenture, dated as of January 7, 2013, by and among the Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 19, 2013 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.4	--	Third Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of April 18, 2014 (filed on May 1, 2014 as Exhibit 4.5 to Williams Partners L.P.’s (formerly known as Access Midstream Partners L.P.) quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).
4.5	--	Fourth Supplemental Indenture dated February 2, 2015, by and among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 3, 2015, as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.6	--	Indenture, dated as of January 11, 2012, by and among the Chesapeake Midstream Partners, L.P., CHKM Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on January 11, 2012 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.7	--	First Supplemental Indenture, dated as of January 7, 2013, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.5 to Williams Partners L.P.’s annual report on Form 10-K (File No. 001-34831) and incorporated herein by reference).
4.8	--	Second Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of April 18, 2014 among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee filed on May 1, 2014 as Exhibit 4.4 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).
4.9	--	Third Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.10	--	Indenture, dated as of December 19, 2012, by and among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).

		EXHIBIT INDEX

Exhibit No.		Description
4.11	--	First Supplemental Indenture, dated as of December 19, 2012, among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on December 19, 2012 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.12	--	Second Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of January 7, 2013, by among Access Midstream Partners, L.P., ACMP Finance Corp., the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on February 21, 2014 as Exhibit 4.9 to Williams Partners L.P.’s annual report on Form 10-K (File No. 001-34831) and incorporated herein by reference).
4.13	--	Third Supplemental Indenture, dated as of March 7, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 7, 2014 as Exhibit 4.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.14	--	Third Supplemental Indenture and Amendment – Subsidiary Guarantee, dated as of April 18, 2014, among the Access Midstream Partners, L.P., ACMP Finance Corp, the Guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on May 1, 2014 as Exhibit 4.3 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).
4.15	--	Fifth Supplemental Indenture among Williams Partners L.P., ACMP Finance Corp. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015 as Exhibit 4.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.16	--	Certificate of Incorporation of Williams Partners Finance Corporation (filed on September 22, 2006 as Exhibit 4.5 to Pre-merger WPZ’s registration statement on Form S-3 (File No. 333-137562) and incorporated herein by reference).
4.17	--	Bylaws of Williams Partners Finance Corporation (filed on September 22, 2006 as Exhibit 4.6 to Pre-merger WPZ’s registration statement on Form S-3 (File No. 333-137562) and incorporated herein by reference).
4.18	--	Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.19	--	First Supplemental Indenture, dated as of November 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 12, 2010 as Exhibit 4.2 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.20	--	Second Supplemental Indenture, dated as of November 17, 2011, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 18, 2011 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.21	--	Third Supplemental Indenture (including Form of 3.35% Senior Notes due 2022), dated as of August 14, 2012, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 14, 2012 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.22	--	Fourth Supplemental Indenture, dated as of November 15, 2013, between Pre-merger WPZ and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on November 18, 2013 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).

		EXHIBIT INDEX

Exhibit No.		Description
4.23	--	Fifth Supplemental Indenture, dated as of March 4, 2014, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on March 4, 2014 as Exhibit 4.1 Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.24	--	Sixth Supplemental Indenture, dated as of June 27, 2014, between Pre-merger WPZ and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on June 27, 2014 as Exhibit 4.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.25	--	Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015 as Exhibit 4.4 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.26	--	Indenture, dated December 13, 2006, by and among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York (filed on December 19, 2006 as Exhibit 4.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.27	--	First Supplemental Indenture, dated as of February 2, 2015, among Williams Partners L.P., Williams Partners Finance Corporation and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015, as Exhibit 4.6 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.28	--	Indenture, dated as of February 9, 2010, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 10, 2010 as Exhibit 4.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
4.29	--	First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. and The Bank of New York Mellon Trust Company, N.A. (filed on February 3, 2015 as Exhibit 4.5 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
4.30	--	Senior Indenture, dated as of November 30, 1995, between Northwest Pipeline Corporation and Chemical Bank Trustee (filed on September 14, 1995 as Exhibit 4.1 to Northwest Pipeline GP’s registration statement on Form S-3 (File No. 033-62639) and incorporated herein by reference).
4.31	--	Indenture, dated as of June 22, 2006, between Northwest Pipeline Corporation and JPMorgan Chase Bank, N.A., as Trustee (filed on June 23, 2006 as Exhibit 4.1 to Northwest Pipeline GP’s current report on Form 8-K (File. No. 001-07414), and incorporated herein by reference).
4.32	--	Indenture, dated as of April 5, 2007, between Northwest Pipeline Corporation and The Bank of New York (filed on April 5, 2007 as Exhibit 4.1 to Northwest Pipeline GP’s current report on Form 8-K (File No. 001-07414) and incorporated herein by reference).
4.33	--	Indenture, dated May 22, 2008, between Northwest Pipeline GP and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to Northwest Pipeline GP’s current report on Form 8-K File No. 001-07414) and incorporated herein by reference).
4.34	--	Senior Indenture, dated as of July 15, 1996 between Transcontinental Gas Pipe Line Corporation and Citibank, N.A., as Trustee (filed on April 2, 1996 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s registration statement on Form S-3 (File No. 333-02155) and incorporated herein by reference).
4.35	--	Indenture, dated as of April 11, 2006, between Transcontinental Gas Pipe Line Corporation and JPMorgan Chase Bank, N.A., as Trustee with regard to Transcontinental Gas Pipe Line’s $200 million aggregate principal amount of 6.4% Senior Note due 2016 (filed on April 11, 2006 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).

		EXHIBIT INDEX

Exhibit No.		Description
4.36	--	Indenture, dated May 22, 2008, between Transcontinental Gas Pipe Line Corporation and The Bank of New York Trust Company, N.A., as Trustee (filed on May 23, 2008 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
4.37	--	Indenture, dated as of August 12, 2011, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on August 12, 2011 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
4.38	--	Indenture, dated as of July 13, 2012, between Transcontinental Gas Pipe Line Company, LLC and The Bank of New York Mellon Trust Company, N.A., as trustee (filed on July 16, 2012 as Exhibit 4.1 to Transcontinental Gas Pipe Line Company, LLC’s current report on Form 8-K (File No. 001-07584) and incorporated herein by reference).
10.1#	--	Williams Partners GP LLC Long-Term Incentive Plan (filed on August 26, 2005 as Exhibit 10.2 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
10.2#	--	Amendment to the Williams Partners GP LLC Long-Term Incentive Plan, dated November 28, 2006 (filed on December 4, 2006 as Exhibit 10.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
10.3#	--	Amendment No. 2 to the Williams Partners GP LLC Long-Term Incentive Plan, dated December 2, 2008 (filed on February 26, 2009, as Exhibit 10.4 to Pre-merger WPZ’s annual report on Form 10-K (File No. 001-32599) and incorporated herein by reference).
10.4#	--	Chesapeake Midstream Long-Term Incentive Plan (filed on July 20, 2010 to Williams Partners L.P.’s registration statement on Form S-1 (File No. 333-164905) and incorporated herein by reference).
10.5#	--	First Amendment to Access Midstream Long-Term Incentive Plan, dated effective as of July 1, 2014 (filed on July 2, 2014 as Exhibit 10.01 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.6#*	--	Second Amendment to Williams Partners L.P. Long-Term Incentive Plan, dated effective as of February 2, 2015.
10.7#	--	Access Midstream Partners GP, L.L.C. Employee Severance Program, effective as of January 1, 2013 (filed on December 27, 2012 as Exhibit 10.8 to Williams Partners L.P.’s current report on Form 8-K dated December 27, 2012 (file No. 001-34831) and incorporated herein by reference).
10.8#	--	Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Robert S. Purgason (filed on December 27, 2012 as Exhibit 10.3 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.9	--	Amended and Restated Services Agreement, dated August 3, 2013, by and among Chesapeake Midstream Management, L.L.C., Chesapeake Operating Inc., Chesapeake Midstream GP, L.L.C., Chesapeake Midstream Partners, L.P., and Chesapeake MLP Operating, L.L.C. (filed on August 5, 2010 as Exhibit 10.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).

10.10†	--	Compression Services Agreement, dated February 26, 2014 between EXLP Operating LLC and Access MLP Operating, L.L.C. (filed on April 30, 2014 as Exhibit 10.1 to Williams Partners L.P.’s quarterly report on Form 10-Q (File No. 001-34831) and incorporated herein by reference).

10.11#*	--	Amendment to Employment Agreement, effective as of October 17, 2014 between Access Midstream Partners GP, L.L.C. and Robert S. Purgason.

		EXHIBIT INDEX

Exhibit No.		Description
10.12#*	--	Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and John D. Seldenrust.
10.13#*	--	First Amendment to Employment Agreement, dated August 1, 2013, between Access Midstream Partners GP, L.L.C. and John D. Seldenrust.

10.14#*	--	Employment Agreement, effective as of January 1, 2013, between Access Midstream Partners GP, L.L.C. and Walter J. Bennett.
10.15#	--	Form of Restricted Phantom Unit Award Agreement (filed on July 7, 2014 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.16#*	--	WPZ GP LLC Director Compensation Policy adopted December 11, 2014.
10.17	--	Second Amended and Restated Credit Agreement, dated as of May 13, 2013, by and among Access MLP Operating, L.L.C., as the borrower, Access Midstream Partners, L.P., Wells Fargo Bank, National Association, as Administrative Agent, Swing Line Lender and the Issuing Lender, and the other lenders party thereto (filed on May 14, 2013 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.18	--	First Amended & Restated Credit Agreement dated as of July 31, 2013, by and among Williams Partners L.P., Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank N.A., as Administrative Agent (filed on July 31, 2013 as Exhibit 10 to Pre-merger WPZ’s quarterly report on Form 10-Q (File No. 001-32599) and incorporated herein by reference).
10.19	--	Amendment No. 1 and Consent to First Amended & Restated Credit Agreement, dated as of December 1, 2014, by and among Williams Partners L.P., Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A., as Administrative Agent. (filed on December 4, 2014 as exhibit 10.1 to Pre-merger WPZ’s report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
10.20	--	Form of Commercial Paper Dealer Agreement, dated as of March 12, 2013, between Williams Partners L.P., as Issuer, and the Dealer party thereto (filed on March 18, 2013 as Exhibit 10.1 to Pre-merger WPZ’s current report on Form 8-K (File No. 001-32599) and incorporated herein by reference).
10.21	--	Form of Amended and Restated Commercial Paper Dealer Agreement, dated as of February 2, 2015, between Williams Partners L.P., as Issuer, and the Dealer party thereto (filed on February 3, 2015 as Exhibit 10.3 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.22	--	Second Amended and Restated Credit Agreement dated as of February 2, 2015, between Williams Partners L.P., Northwest Pipeline LLC, Transcontinental Gas Pipeline Company, LLC, as co-borrowers, the lenders named therein, and Citibank, N.A. as Administrative Agent (filed on February 3, 2015 as Exhibit 10.1 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
10.23	--	Credit Agreement dated as of February 3, 2015, between Williams Partners L.P., the lenders named therein, and Barclays Bank PLC as Administrative Agent (filed on February 3, 2015 as Exhibit 10.2 to Williams Partners L.P.’s current report on Form 8-K (File No. 001-34831) and incorporated herein by reference).
12*	--	Computation of Ratio of Earnings to Fixed Charges.
21*	--	List of subsidiaries of Williams Partners L.P.

		EXHIBIT INDEX

Exhibit No.		Description
23.1*	--	Consent of Ernst & Young LLP.
23.2*	--	Consent of PricewaterhouseCoopers, LLP.
24*	--	Power of attorney.
31.1*	--	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2*	--	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32**	--	Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer.
101.INS*	--	XBRL Instance Document.
101.SCH*	--	XBRL Taxonomy Extension Schema.
101.CAL*	--	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF*	--	XBRL Taxonomy Extension Definition Linkbase.
101.LAB*	--	XBRL Taxonomy Extension Label Linkbase.
101.PRE*	--	XBRL Taxonomy Extension Presentation Linkbase.

____________________________

* Filed herewith.

** Furnished herewith.

§	Pursuant to item 601(b) (2) of Regulation S-K, the registrant agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

# Management contract or compensatory plan or arrangement.

†	Portions of this exhibit have been omitted pursuant to a request for confidential treatment. Such portions have been filed separately with the Securities and Exchange Commission.

Exhibit 3.4

COMPOSITE CERTIFICATE OF LIMITED PARTNERSHIP

WILLIAMS PARTNERS L.P.

(as amended as of July 23, 2012 and February 2, 2015)

1. Name. The name of the Partnership is “ Williams Partners L.P. ”

2. Registered Office; Registered Agent. The address of the registered office required to be maintained by Section 17-104 of the Act is:

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

The name and address of the registered agent for service of process required to be maintained by Section 17-104 of the Act are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

3. General Partner . The name and the business address of the general partner are:

WPZ GP LLC

One Williams Center

Tulsa, Oklahoma 74172-0172

4. This Certificate shall become effective upon filing with the Secretary of State of the State of Delaware.

Exhibit 3.10

COMPOSITE

AGREEMENT OF LIMITED PARTNERSHIP

WILLIAMS PARTNERS L.P.
(as amended as of July 24, 2012, December 20, 2012, January 29, 2015 and

February 2, 2015)

TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.1	Definitions	1
Section 1.2	Construction	19

ARTICLE II

ORGANIZATION

Section 2.1	Formation	19
Section 2.2	Name	19
Section 2.3	Registered Office; Registered Agent; Principal Office; Other Offices	19
Section 2.4	Purpose and Business	20
Section 2.5	Powers	20
Section 2.6	Term	20
Section 2.7	Title to Partnership Assets	20

ARTICLE III

RIGHTS OF LIMITED PARTNERS

Section 3.1	Limitation of Liability	20
Section 3.2	Management of Business	20
Section 3.3	Outside Activities of the Limited Partners	21
Section 3.4	Rights of Limited Partners	21

ARTICLE IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1	Certificates	21
Section 4.2	Mutilated, Destroyed, Lost or Stolen Certificates	22
Section 4.3	Record Holders	22
Section 4.4	Transfer Generally	22
Section 4.5	Registration and Transfer of Limited Partner Interests	23
Section 4.6	Transfer of the General Partner’s General Partner Interest	23
Section 4.7	Transfer of Incentive Distribution Rights	24
Section 4.8	Restrictions on Transfers	24
Section 4.9	Eligibility Certificates; Ineligible Holders	25
Section 4.10	Redemption of Partnership Interests of Ineligible Holders	26

ARTICLE V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1	Organizational Contributions	27
Section 5.2	Contributions by the General Partner and its Affiliates	27
Section 5.3	Contributions by Initial Limited Partners	27
Section 5.4	Interest and Withdrawal	27
Section 5.5	Capital Accounts	28
Section 5.6	Issuances of Additional Partnership Interests	30
Section 5.7	Conversion of Subordinated Units	30
Section 5.8	Limited Preemptive Right	30
Section 5.9	Splits and Combinations	31

Section 5.10	Fully Paid and Non-Assessable Nature of Limited Partner Interests	31
Section 5.11	Issuance of Common Units in Connection with Reset of Incentive Distribution Rights	31
Section 5.12	Establishment of Convertible Class B Units	32
Section 5.13	Establishment of Subordinated Class C Units	34
Section 5.14	Transfers of Convertible Class B Units and Subordinated Class C Units.	36

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

Section 6.1	Allocations for Capital Account Purposes	36
Section 6.2	Allocations for Tax Purposes	43
Section 6.3	Requirement and Characterization of Distributions; Distributions to Record Holders	44
Section 6.4	Distributions of Available Cash from Operating Surplus	45
Section 6.5	Distributions of Available Cash from Capital Surplus	46
Section 6.6	Adjustment of Minimum Quarterly Distribution and Target Distribution Levels	46
Section 6.7	Special Provisions Relating to the Holders of Subordinated Units	46
Section 6.8	Special Provisions Relating to the Holders of Incentive Distribution Rights	47
Section 6.9	Entity-Level Taxation	47
Section 6.10	Special Provisions Relating to the Holders of Convertible Class B Units.	48
Section 6.11	Special Provisions Relating to the Holders of Subordinated Class C Units.	48

ARTICLE VII

MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1	Management	49
Section 7.2	Certificate of Limited Partnership	50
Section 7.3	Restrictions on the General Partner’s Authority	50
Section 7.4	Reimbursement of the General Partner	51
Section 7.5	Outside Activities	51
Section 7.6	Loans from the General Partner; Loans or Contributions from the Partnership or Group Members	52
Section 7.7	Indemnification	52
Section 7.8	Liability of Indemnitees	54
Section 7.9	Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties	54
Section 7.10	Other Matters Concerning the General Partner	55
Section 7.11	Purchase or Sale of Partnership Interests	55
Section 7.12	Reliance by Third Parties	56

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1	Records and Accounting	56
Section 8.2	Fiscal Year	56
Section 8.3	Reports.	56

ARTICLE IX

TAX MATTERS

Section 9.1	Tax Returns and Information	57
Section 9.2	Tax Elections	57
Section 9.3	Tax Controversies	57
Section 9.4	Withholding; Tax Payments	57

ARTICLE X

ADMISSION OF PARTNERS

Section 10.1	Admission of Limited Partners	58
Section 10.2	Admission of Successor General Partner	58
Section 10.3	Amendment of Agreement and Certificate of Limited Partnership	58


ARTICLE XI

WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1	Withdrawal of the General Partner	59
Section 11.2	Removal of the General Partner	60
Section 11.3	Interest of Departing General Partner and Successor General Partner	60
Section 11.4	Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages	61
Section 11.5	Withdrawal of Limited Partners	61

ARTICLE XII

DISSOLUTION AND LIQUIDATION

Section 12.1	Dissolution	61
Section 12.2	Continuation of the Business of the Partnership After Dissolution	62
Section 12.3	Liquidator	62
Section 12.4	Liquidation	62
Section 12.5	Cancellation of Certificate of Limited Partnership	63
Section 12.6	Return of Contributions	63
Section 12.7	Waiver of Partition	63
Section 12.8	Capital Account Restoration	63

ARTICLE XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1	Amendments to be Adopted Solely by the General Partner	63
Section 13.2	Amendment Procedures	64
Section 13.3	Amendment Requirements	64
Section 13.4	Special Meetings	65
Section 13.5	Notice of a Meeting	65
Section 13.6	Record Date	65
Section 13.7	Adjournment	65
Section 13.8	Waiver of Notice; Approval of Meeting; Approval of Minutes	66
Section 13.9	Quorum and Voting	66
Section 13.10	Conduct of a Meeting	66
Section 13.11	Action Without a Meeting	66
Section 13.12	Right to Vote and Related Matters	67

ARTICLE XIV

MERGER, CONSOLIDATION OR CONVERSION

Section 14.1	Authority	67
Section 14.2	Procedure for Merger, Consolidation or Conversion	67
Section 14.3	Approval by Limited Partners	68
Section 14.4	Certificate of Merger	69
Section 14.5	Effect of Merger, Consolidation or Conversion	69

iii


ARTICLE XV

RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1	Right to Acquire Limited Partner Interests	70

ARTICLE XVI

GENERAL PROVISIONS

Section 16.1	Addresses and Notices; Written Communications	71
Section 16.2	Further Action	71
Section 16.3	Binding Effect	71
Section 16.4	Integration	72
Section 16.5	Creditors	72
Section 16.6	Waiver	72
Section 16.7	Third-Party Beneficiaries	72
Section 16.8	Counterparts	72
Section 16.9	Applicable Law; Forum, Venue and Jurisdiction	72
Section 16.10	Invalidity of Provisions	73
Section 16.11	Consent of Partners	73
Section 16.12	Facsimile Signatures	73

COMPOSITE AGREEMENT OF LIMITED PARTNERSHIP OF
WILLIAMS PARTNERS L.P.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. The following definitions shall be for all purposes, unless otherwise clearly indicated to the contrary, applied to the terms used in this Agreement.

“ 2014 Merger Agreement ” means the Agreement and Plan of Merger, dated as of October 24, 2014 by and among the Partnership, the General Partner, VHMS LLC, WPZ, and Williams Partners GP LLC, as may be amended.

“ Acquisition ” means any transaction in which any Group Member acquires (through an asset acquisition, merger, stock acquisition or other form of investment) control over all or a portion of the assets, properties or business of another Person for the purpose of increasing or expanding, for a period exceeding the short-term, the operating capacity or operating income of the Partnership Group from the operating capacity or operating income of the Partnership Group existing immediately prior to such transaction. For purposes of this definition, the short-term generally refers to a period not exceeding 12 months.

“ Additional Book Basis ” means the portion of any remaining Carrying Value of an Adjusted Property that is attributable to positive adjustments made to such Carrying Value as a result of Book-Up Events. For purposes of determining the extent that Carrying Value constitutes Additional Book Basis:

(a) Any negative adjustment made to the Carrying Value of an Adjusted Property as a result of either a Book-Down Event or a Book‑Up Event shall first be deemed to offset or decrease that portion of the Carrying Value of such Adjusted Property that is attributable to any prior positive adjustments made thereto pursuant to a Book-Up Event or Book-Down Event.

(b) If Carrying Value that constitutes Additional Book Basis is reduced as a result of a Book-Down Event and the Carrying Value of other property is increased as a result of such Book-Down Event, an allocable portion of any such increase in Carrying Value shall be treated as Additional Book Basis; provided , that the amount treated as Additional Book Basis pursuant hereto as a result of such Book-Down Event shall not exceed the amount by which the Aggregate Remaining Net Positive Adjustments after such Book-Down Event exceeds the remaining Additional Book Basis attributable to all of the Partnership’s Adjusted Property after such Book-Down Event (determined without regard to the application of this clause (b) to such Book-Down Event).

“ Additional Book Basis Derivative Items ” means any Book Basis Derivative Items that are computed with reference to Additional Book Basis. To the extent that the Additional Book Basis attributable to all of the Partnership’s Adjusted Property as of the beginning of any taxable period exceeds the Aggregate Remaining Net Positive Adjustments as of the beginning of such period (the “ Excess Additional Book Basis ”), the Additional Book Basis Derivative Items for such period shall be reduced by the amount that bears the same ratio to the amount of Additional Book Basis Derivative Items determined without regard to this sentence as the Excess Additional Book Basis bears to the Additional Book Basis as of the beginning of such period. With respect to a Disposed of Adjusted Property, the Additional Book Basis Derivative items shall be the amount of Additional Book Basis taken into account in computing gain or loss from the disposition of such Disposed of Adjusted Property.

“ Adjusted Capital Account ” means the Capital Account maintained for each Partner as of the end of each taxable period of the Partnership, (a) increased by any amounts that such Partner is obligated to restore under the standards set by Treasury Regulation Section 1.704‑1(b)(2)(ii)(c) (or is deemed obligated to restore under Treasury Regulation Sections 1.704‑2(g) and 1.704‑2(i)(5)) and (b) decreased by (i) the amount of all losses and deductions that, as of the end of such taxable period, are reasonably expected to be allocated to such Partner in subsequent taxable periods under Sections 704(e)(2) and 706(d) of the Code and Treasury Regulation Section 1.751‑1(b)(2)(ii), and (ii) the amount of all distributions that, as of the end of such taxable period, are reasonably expected to be made to such Partner in subsequent taxable periods in accordance with the terms of this Agreement or otherwise to the extent they exceed offsetting increases to such Partner’s Capital Account that are reasonably expected to occur during (or prior to) the taxable period in which such distributions are reasonably expected to be made (other than increases as a result of a minimum gain chargeback pursuant to Section 6.1(d)(i) or 6.1(d)(ii)). The foregoing definition of Adjusted Capital Account is intended to comply with the provisions of Treasury Regulation Section 1.704‑1(b)(2)(ii)(d) and shall be interpreted consistently therewith. The “Adjusted Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Adjusted Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“ Adjusted Operating Surplus ” means, with respect to any period, (a) Operating Surplus generated with respect to such period; (b) less (i) the amount of any net increase in Working Capital Borrowings (or the Partnership’s proportionate share of any net increase in Working Capital Borrowings in the case of Subsidiaries that are not wholly owned) with respect to that period; and (ii) the amount of any net decrease in cash reserves (or the Partnership’s proportionate share of any net decrease in cash reserves in the case of Subsidiaries that are not wholly owned) for Operating Expenditures with respect to such period not relating to an Operating Expenditure made with respect to such period; and (c) plus (i) the amount of any net decrease in Working Capital Borrowings (or the Partnership’s proportionate share of any net decrease in Working Capital Borrowings in the case of Subsidiaries that are not wholly owned) with respect to that period; (ii) the amount of any net increase in cash reserves (or the Partnership’s proportionate share of any net increase in cash reserves in the case of Subsidiaries that are not wholly owned) for Operating Expenditures with respect to such period required by any debt instrument for the repayment of principal, interest or premium; and (iii) any net decrease made in subsequent periods in cash reserves for Operating Expenditures initially established with respect to such period to the extent such decrease results in a reduction in Adjusted Operating Surplus in subsequent periods pursuant to clause (b)(ii) above. Adjusted Operating Surplus does not include that portion of Operating Surplus included in clause (a)(i) of the definition of Operating Surplus; provided , that to the extent that actual volumes of natural gas delivered to the gathering systems of the Partnership (associated with a Minimum Volume Commitment) in a particular Quarter or Quarters are less than the prorated (in Quarterly amounts) Minimum Volume Commitment amount for such period, the General Partner may add to Adjusted Operating Surplus for such period an amount equal to such shortfall in actual volumes delivered multiplied by the applicable gathering rate as set forth in the gas gathering or similar agreement (the “ Quarterly Estimated Shortfall Payment ”). The Quarterly Estimated Shortfall Payment shall be adjusted each subsequent Quarter based on the level of actual volumes delivered for such subsequent Quarter and the preceding Quarters of the period that remain subject to a Minimum Volume Commitment (as compared to the prorated Minimum Volume Commitment for such period). If the sum of Quarterly Estimated Shortfall Payments in respect of a Minimum Volume Commitment Period is greater than the aggregate shortfall amount actually paid with respect to a Minimum Volume Commitment period as finally determined, and Subordinated Units remain outstanding, then Adjusted Operating Surplus shall be adjusted in each such Quarter to give effect to the shortfall amount actually paid as if it had been paid in such Quarter to cover the shortfall in such Quarter. With respect to a Quarter in which a shortfall amount under a Minimum Volume Commitment is actually paid, Adjusted Operating Surplus shall be reduced by an amount equal to the amount of Adjusted Operating Surplus previously added by the General Partner with respect to such Minimum Volume Commitment Period pursuant to this proviso.

“ Adjusted Property ” means any property the Carrying Value of which has been adjusted pursuant to Section 5.5(d)(i) or 5.5(d)(ii).

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise. Without limiting the foregoing, for purposes of this Agreement, any Person that, individually or together with its Affiliates, has the direct or indirect right to designate or cause the designation of at least one member to the Board of Directors of the General Partner, and any such Person’s Affiliates, shall be deemed to be Affiliates of the General Partner. Notwithstanding anything in the foregoing to the contrary, the GIP Entities and their respective Affiliates (other than the General Partner or any Group Member), on the one hand, and CHK and its Affiliates (other than the General Partner or any Group Member), on the other hand, will not be deemed to be Affiliates of one another hereunder unless there is a basis for such Affiliation independent of their respective Affiliation with any Group Member, the General Partner or any Affiliate (disregarding the immediately preceding sentence) of any Group Member or the General Partner.

“ Aggregate Quantity of IDR Reset Common Units ” is defined in Section 5.11(a).

“ Aggregate Remaining Net Positive Adjustments ” means, as of the end of any taxable period, the sum of the Remaining Net Positive Adjustments of all the Partners.

“ Agreed Allocation ” means any allocation, other than a Required Allocation, of an item of income, gain, loss or deduction pursuant to the provisions of Section 6.1, including a Curative Allocation (if appropriate to the context in which the term “Agreed Allocation” is used).

“ Agreed Value ” of any Contributed Property means the fair market value of such property at the time of contribution and in the case of an Adjusted Property, the fair market value of such Adjusted Property on the date of the revaluation event as described in Section 5.5(d), in both cases as determined by the General Partner. In making such determination, the General Partner shall use such method as it determines to be appropriate.

WILLIAMS PARTNERS L.P.

composite Agreement of limited partnership

“ Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of August 3, 2010, as subsequently amended by Amendment No. 1 to the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of July 24, 2012 and Amendment No. 2 to the First Amended and Restated Agreement of Limited Partnership of the Partnership dated as of December 20, 2012.

“ Associate ” means, when used to indicate a relationship with any Person, (a) any corporation or organization of which such Person is a director, officer, manager, general partner or managing member or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest; (b) any trust or other estate in which such Person has at least a 20% beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity; and (c) any relative or spouse of such Person, or any relative of such spouse, who has the same principal residence as such Person.

“ Available Cash ” means, with respect to any Quarter ending prior to the Liquidation Date:

(a) the sum of (i) all cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand at the end of such Quarter, and (ii) if the General Partner so determines, all or any portion of any additional cash and cash equivalents of the Partnership Group (or the Partnership’s proportionate share of cash and cash equivalents in the case of Subsidiaries that are not wholly owned) on hand on the date of determination of Available Cash with respect to such Quarter resulting from Working Capital Borrowings made subsequent to the end of such Quarter, less

(b) the amount of any cash reserves established by the General Partner (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) to (i) provide for the proper conduct of the business of the Partnership Group (including reserves for future capital expenditures and for anticipated future credit needs of the Partnership Group) subsequent to such Quarter, (ii) comply with applicable law or any loan agreement, security agreement, mortgage, debt instrument or other agreement or obligation to which any Group Member is a party or by which it is bound or its assets are subject or (iii) provide funds for distributions under Section 6.4 or 6.5 in respect of any one or more of the next four Quarters;

provided , however , that the General Partner may not establish cash reserves pursuant to clause (iii) above if the effect of such reserves would be that the Partnership is unable to distribute the Minimum Quarterly Distribution on all Common Units, plus any Cumulative Common Unit Arrearage on all Common Units, with respect to such Quarter; and, provided further , that disbursements made by a Group Member or cash reserves established, increased or reduced after the end of such Quarter but on or before the date of determination of Available Cash with respect to such Quarter shall be deemed to have been made, established, increased or reduced, for purposes of determining Available Cash, within such Quarter if the General Partner so determines.

Notwithstanding the foregoing, “Available Cash” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero.

For the avoidance of doubt, if the WPZ Merger is consummated prior to the date of determination of Available Cash with respect to the Quarter immediately preceding the consummation of the WPZ Merger, the cash and cash equivalents of the Partnership Group on hand on the date of determination of Available Cash with respect to such Quarter shall include the WPZ Available Cash Amount.

“ Board of Directors ” means, with respect to the Board of Directors of the General Partner, its board of directors or board of managers, as applicable, if a corporation or limited liability company, or if a limited partnership, the board of directors or board of managers of the general partner of the General Partner.

“ Book Basis Derivative Items ” means any item of income, deduction, gain or loss that is computed with reference to the Carrying Value of an Adjusted Property (e.g., depreciation, depletion, or gain or loss with respect to an Adjusted Property).

“ Book-Down Event ” means an event that triggers a negative adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

“ Book-Tax Disparity ” means with respect to any item of Contributed Property or Adjusted Property, as of the date of any determination, the difference between the Carrying Value of such Contributed Property or Adjusted Property and the adjusted basis thereof for federal income tax purposes as of such date. A Partner’s share of the Partnership’s Book-Tax Disparities in all of its Contributed Property and Adjusted Property will be reflected by the difference between such Partner’s Capital Account balance as

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composite Agreement of limited partnership

maintained pursuant to Section 5.5 and the hypothetical balance of such Partner’s Capital Account computed as if it had been maintained strictly in accordance with federal income tax accounting principles.

“ Book-Up Event ” means an event that triggers a positive adjustment to the Capital Accounts of the Partners pursuant to Section 5.5(d).

“ Business Day ” means Monday through Friday of each week, except that a legal holiday recognized as such by the government of the United States of America or the State of Oklahoma shall not be regarded as a Business Day.

“ Capital Account ” means the capital account maintained for a Partner pursuant to Section 5.5. The “Capital Account” of a Partner in respect of any Partnership Interest shall be the amount that such Capital Account would be if such Partnership Interest were the only interest in the Partnership held by such Partner from and after the date on which such Partnership Interest was first issued.

“ Capital Contribution ” means any cash, cash equivalents or the Net Agreed Value of Contributed Property that a Partner contributes to the Partnership or that is contributed or deemed contributed to the Partnership on behalf of a Partner (including, in the case of an underwritten offering of Units, the amount of any underwriting discounts or commissions).

“ Capital Improvement ” means any (a) addition or improvement to the capital assets owned by any Group Member, (b) acquisition of existing, or the construction of new or the improvement or replacement of existing, capital assets (including, without limitation, crude oil or natural gas gathering systems, natural gas treatment or processing plants, natural gas liquids fractionation facilities, storage facilities, pipeline systems, equipment related to compression and/or measurement or other midstream assets or facilities) or (c) capital contribution by a Group Member to a Person that is not a Subsidiary in which a Group Member has an equity interest, or after such capital contribution will have an equity interest, to fund such Group Member’s pro rata share of the cost of the addition or improvement to or the acquisition of existing, or the construction of new or the improvement or replacement of existing, capital assets (including, without limitation, crude oil or natural gas gathering systems, natural gas treatment or processing plants, natural gas liquids fractionation facilities, storage facilities, pipeline systems, equipment related to compression and/or measurement or other midstream assets or facilities) by such Person, in each case if such addition, improvement, replacement, acquisition or construction is made to increase for a period longer than the short-term the operating capacity or operating income of the Partnership Group, in the case of clauses (a) and (b), or such Person, in the case of clause (c), from the operating capacity or operating income of the Partnership Group or such Person, as the case may be, existing immediately prior to such addition, improvement, replacement, acquisition or construction. For purposes of this definition, the short-term generally refers to a period not exceeding 12 months.

“ Capital Surplus ” means Available Cash distributed by the Partnership in excess of Operating Surplus, as described in Section 6.3(a).

“ Carrying Value ” means (a) with respect to a Contributed Property or Adjusted Property, the Agreed Value of such property reduced (but not below zero) by all depreciation, amortization and cost recovery deductions charged to the Partners’ Capital Accounts in respect of such property, and (b) with respect to any other Partnership property, the adjusted basis of such property for federal income tax purposes, all as of the time of determination; provided that the Carrying Value of any property shall be adjusted from time to time in accordance with Sections 5.5(d)(i) and 5.5(d)(ii) and to reflect changes, additions or other adjustments to the Carrying Value for dispositions and acquisitions of Partnership properties, as deemed appropriate by the General Partner.

“ Cause ” means a court of competent jurisdiction has entered a final, non-appealable judgment finding the General Partner liable for actual fraud or willful misconduct in its capacity as a general partner of the Partnership.

“ Certificate ” means (a) a certificate (i) substantially in the form of Exhibit A to this Agreement, (ii) issued in global form in accordance with the rules and regulations of the Depositary or (iii) in such other form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more Common Units or (b) a certificate, in such form as may be adopted by the General Partner, issued by the Partnership evidencing ownership of one or more other Partnership Interests.

“ Certificate of Limited Partnership ” means the Certificate of Limited Partnership of the Partnership filed with the Secretary of State of the State of Delaware as referenced in Section 7.2, as such Certificate of Limited Partnership may be amended, supplemented or restated from time to time.

“ Chesapeake ” means Chesapeake Energy Corporation, an Oklahoma corporation.

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composite Agreement of limited partnership

“ Chesapeake Holdings ” means Chesapeake Midstream Holdings, L.L.C., a Delaware limited liability company. “Citizenship Eligibility Trigger” is defined in Section 4.9(a)(ii).

“ Closing Date ” means the first date on which Common Units are sold by the Partnership to the Underwriters pursuant to the provisions of the Underwriting Agreement.

“ Closing Price ” means, in respect of any class of Limited Partner Interests, as of the date of determination, the last sale price on such day, regular way, or in case no such sale takes place on such day, the average of the closing bid and asked prices on such day, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the principal National Securities Exchange on which the respective Limited Partner Interests are listed or admitted to trading or, if such Limited Partner Interests are not listed or admitted to trading on any National Securities Exchange, the last quoted price on such day or, if not so quoted, the average of the high bid and low asked prices on such day in the over-the-counter market, as reported by the primary reporting system then in use in relation to such Limited Partner Interests of such class, or, if on any such day such Limited Partner Interests of such class are not quoted by any such organization, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in such Limited Partner Interests of such class selected by the General Partner, or if on any such day no market maker is making a market in such Limited Partner Interests of such class, the fair value of such Limited Partner Interests on such day as determined by the General Partner.

“ CMO Common Unit ” means a Common Unit issued pursuant to the Subscription Agreement.

“ CMO Common Unit Price ” means the price paid per CMO Common Unit in the Subscription Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended and in effect from time to time. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of any successor law.

“ Combined Interest ” is defined in Section 11.3(a).

“ Commences Commercial Service ” means the date a Capital Improvement is first put into commercial service following completion of construction, acquisition, development and testing, as applicable.

“ Commission ” means the United States Securities and Exchange Commission.

“ Common Unit ” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights and obligations specified with respect to Common Units in this Agreement. The term “Common Unit” does not refer to or include any Subordinated Unit prior to its conversion into a Common Unit pursuant to the terms hereof. Neither a Convertible Class B Unit nor a Subordinated Class C Unit will constitute a Common Unit until the applicable Conversion Date.

“ Common Unit Arrearage ” means, with respect to any Common Unit, whenever issued, with respect to any Quarter within the Subordination Period, the excess, if any, of (a) the Minimum Quarterly Distribution with respect to a Common Unit in respect of such Quarter over the sum of all Available Cash distributed with respect to a Common Unit in respect of such Quarter pursuant to Section 6.4(a)(i).

“ Conflicts Committee ” means a committee of the Board of Directors of the General Partner composed entirely of two or more directors, each of whom (a) is not an officer or employee of the General Partner, (b) is not an officer, director or employee of any Affiliate of the General Partner, is not a holder of any ownership interest in the General Partner or its Affiliates or the Partnership Group, other than Common Units and other awards that are granted to such director under the LTIP and (d) meets the independence standards required of directors who serve on an audit committee of a board of directors established by the Securities Exchange Act and the rules and regulations of the Commission thereunder and by the National Securities Exchange on which any class of Partnership Interests is listed or admitted to trading.

“ Contributed Property ” means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

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composite Agreement of limited partnership

“ Contribution Agreement ” means that certain Contribution, Conveyance and Assumption Agreement, dated as of July 28, 2010, among the General Partner, the Partnership, Chesapeake Holdings, the GIP Entities and certain other parties, together with the additional conveyance documents and instruments contemplated or referenced thereunder, as such may be amended, supplemented or restated from time to time.

“ Convertible Class B Conversion Date ” has the meaning assigned to such term in Section 5.12(c)(i).

“ Convertible Class B Unit ” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights and obligations specified with respect to a Convertible Class B Unit in this Agreement. A Convertible Class B Unit that is convertible into a Common Unit shall not constitute a Common Unit until such conversion occurs.

“ Convertible Class B Unit Distribution ” has the meaning assigned to such term in Section 5.12(e)(i).

“ Conversion Date ” means, (i) with respect to each Convertible Class B Unit, the day such Convertible Class B Unit is converted to a Common Unit pursuant to Section 5.12(c), and (ii) with respect to each Subordinated Class C Unit, the day such Subordinated Class C Unit is converted to a Common Unit pursuant to Section 5.13(c).

“ Cumulative Common Unit Arrearage ” means, with respect to any Common Unit, whenever issued, and as of the end of any Quarter, the excess, if any, of (a) the sum of the Common Unit Arrearages with respect to an Initial Common Unit for each of the Quarters within the Subordination Period ending on or before the last day of such Quarter over (b) the sum of any distributions theretofore made pursuant to Section 6.4(a)(ii) and the second sentence of Section 6.5 with respect to an Initial Common Unit (including any distributions to be made in respect of the last of such Quarters).

“ Curative Allocation ” means any allocation of an item of income, gain, deduction, loss or credit pursuant to the provisions of Section 6.1(d)(xi).

“ Current Market Price ” means, in respect of any class of Limited Partner Interests, as of the date of determination, the average of the daily Closing Prices per Limited Partner Interest of such class for the 20 consecutive Trading Days immediately prior to such date.

“ Deferred Issuance and Distribution ” means both (a) the issuance by the Partnership of a number of additional Common Units that is equal to the excess, if any, of (x) 3,187,500, over (y) the aggregate number, if any, of Common Units actually purchased by and issued to the Underwriters pursuant to the Over-Allotment Option on the Option Closing Date(s), and (b) reimbursement(s), pursuant to the Contribution Agreement, of preformation capital expenditures in an amount equal to the total amount of cash contributed by the Underwriters to the Partnership on or in connection with any Option Closing Date with respect to Common Units issued by the Partnership upon the applicable exercise of the Over-Allotment Option in accordance with Section 5.3(b), if any.

“ Delaware Act ” means the Delaware Revised Uniform Limited Partnership Act, 6 Del C. Section 17‑101, et seq., as amended, supplemented or restated from time to time, and any successor to such statute.

“ Departing General Partner ” means a former General Partner from and after the effective date of any withdrawal or removal of such former General Partner pursuant to Section 11.1 or 11.2.

“ Depositary ” means, with respect to any Units issued in global form, The Depository Trust Company and its successors and permitted assigns.

“ Disposed of Adjusted Property ” has the meaning assigned to such term in Section 6.1(d)(xii)(B).

“ Economic Risk of Loss ” has the meaning set forth in Treasury Regulation Section 1.752-2(a).

“ Eligibility Certificate ” is defined in Section 4.9(b).

“ Eligible Holder ” means a Limited Partner whose (a) federal income tax status would not, in the determination of the General Partner, have the material adverse effect described in Section 4.9(a)(i) or (b) nationality, citizenship or other related status would not, in the determination of the General Partner, create a substantial risk of cancellation or forfeiture as described in Section 4.9(a)(ii).

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composite Agreement of limited partnership

“ Estimated Incremental Quarterly Tax Amount ” is defined in Section 6.9.

“ Estimated Maintenance Capital Expenditures ” means an estimate made in good faith by the Board of Directors (with the concurrence of the Conflicts Committee) of the average quarterly Maintenance Capital Expenditures that the Partnership will need to incur over the long term to maintain the operating capacity and/or operating income, in each case to the extent the Board of Directors (with the concurrence of the Conflicts Committee) deems appropriate at the time such estimate is made, of the Partnership Group (including the Partnership’s proportionate share of the average quarterly Maintenance Capital Expenditures of its Subsidiaries that are not wholly owned) existing at the time the estimate is made. The Board of Directors (with the concurrence of the Conflicts Committee) will be permitted to make such estimate in any manner it determines reasonable. The estimate will be made at least annually and whenever an event occurs that is likely to result in a material adjustment to the amount of future Estimated Maintenance Capital Expenditures. The Partnership shall disclose to its Partners any change in the amount of Estimated Maintenance Capital Expenditures in its reports made in accordance with Section 8.3 to the extent not previously disclosed. Any adjustments to Estimated Maintenance Capital Expenditures shall be prospective only.

“ Event of Withdrawal ” is defined in Section 11.1(a).

“ Excess Distribution ” is defined in Section 6.1(d)(iii)(A).

“ Excess Distribution Unit ” is defined in Section 6.1(d)(iii)(A).

“ Expansion Capital Expenditures ” means cash expenditures for Acquisitions or Capital Improvements, and shall not include Maintenance Capital Expenditures or Investment Capital Expenditures. Expansion Capital Expenditures shall include interest (and related fees) on debt incurred to finance the construction of a Capital Improvement and paid in respect of the period beginning on the date that a Group Member enters into a binding obligation to commence construction of a Capital Improvement and ending on the earlier to occur of the date that such Capital Improvement Commences Commercial Service and the date that such Capital Improvement is abandoned or disposed of. Debt incurred to fund such construction period interest payments or to fund distributions on equity issued (including incremental Incentive Distributions related thereto) to fund the construction of a Capital Improvement as described in clause (a)(iv) of the definition of Operating Surplus shall also be deemed to be debt incurred to finance the construction of a Capital Improvement. Where capital expenditures are made in part for Expansion Capital Expenditures and in part for other purposes, the General Partner shall determine the allocation between the amounts paid for each.

“ Final Subordinated Units ” is defined in Section 6.1(d)(x)(A).

“ First Liquidation Target Amount ” is defined in Section 6.1(c)(i)(D).

“ First Target Distribution ” means $0.388125 per Unit per Quarter (or, with respect to periods of less than a full fiscal quarter, it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period, and the denominator is the total number of days in such quarter), subject to adjustment in accordance with Sections 5.11, 6.6 and 6.9.

“ Fully Diluted Weighted Average Basis ” means, when calculating the number of Outstanding Units for any period, a basis that includes (1) the weighted average number of Outstanding Units plus (2) all Partnership Interests and options, rights, warrants, phantom units and appreciation rights relating to an equity interest in the Partnership (a) that are convertible into or exercisable or exchangeable for Units or for which Units are issuable, each case that are senior to or pari passu with the Subordinated Units, (b) whose conversion, exercise or exchange price is less than the Current Market Price on the date of such calculation, (c) that may be converted into or exercised or exchanged for such Units prior to or during the Quarter immediately following the end of the period for which the calculation is being made without the satisfaction of any contingency beyond the control of the holder other than the payment of consideration and the compliance with administrative mechanics applicable to such conversion, exercise or exchange and (d) that were not converted into or exercised or exchanged for such Units during the period for which the calculation is being made; provided , however , that for purposes of determining the number of Outstanding Units on a Fully Diluted Weighted Average Basis when calculating whether the Subordination Period has ended or the Subordinated Units are entitled to convert into Common Units pursuant to Section 5.7, such Partnership Interests, options, rights, warrants and appreciation rights shall be deemed to have been Outstanding Units only for the four Quarters that comprise the last four Quarters of the measurement period; provided , further , that if consideration will be paid to any Group Member in connection with such conversion, exercise or exchange, the number of Units to be included in such calculation shall be that number equal to the difference between (i) the number of Units issuable upon such conversion, exercise or exchange and (ii) the number of Units that such consideration would purchase at the Current Market Price.

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composite Agreement of limited partnership

“ General Partner ” means WPZ GP LLC, a Delaware limited liability company, and its successors and permitted assigns that are admitted to the Partnership as general partner of the Partnership, in its capacity as general partner of the Partnership (except as the context otherwise requires).

“ General Partner Interest ” means the ownership interest of the General Partner in the Partnership (in its capacity as a general partner without reference to any Limited Partner Interest held by it) and includes any and all benefits to which the General Partner is entitled as provided in this Agreement, together with all obligations of the General Partner to comply with the terms and provisions of this Agreement.

“ GIP‑A ” means GIP‑A Holding (CHK), L.P., a Delaware limited partnership.

“ GIP‑B ” means GIP‑B Holding (CHK), L.P., a Delaware limited partnership.

“ GIP‑C ” means GIP‑C Holding (CHK), L.P., a Delaware limited partnership.

“ GIP Entities ” means, collectively, GIP‑A, GIP‑B and GIP‑C.

“ Gross Liability Value ” means, with respect to any Liability of the Partnership described in Treasury Regulation Section 1.752-7(b)(3)(i), the amount of cash that a willing assignor would pay to a willing assignee to assume such Liability in an arm’s-length transaction.

“ Group ” means a Person that with or through any of its Affiliates or Associates has any contract, arrangement, understanding or relationship for the purpose of acquiring, holding, voting (except voting pursuant to a revocable proxy or consent given to such Person in response to a proxy or consent solicitation made to 10 or more Persons), exercising investment power or disposing of any Partnership Interests with any other Person that beneficially owns, or whose Affiliates or Associates beneficially own, directly or indirectly, Partnership Interests.

“ Group Member ” means a member of the Partnership Group.

“ Group Member Agreement ” means the partnership agreement of any Group Member, other than the Partnership, that is a limited or general partnership, the limited liability company agreement of any Group Member that is a limited liability company, the certificate of incorporation and bylaws or similar organizational documents of any Group Member that is a corporation, the joint venture agreement or similar governing document of any Group Member that is a joint venture and the governing or organizational or similar documents of any other Group Member that is a Person other than a limited or general partnership, limited liability company, corporation or joint venture, as such may be amended, supplemented or restated from time to time.

“ Hedge Contract ” means any exchange, swap, forward, cap, floor, collar, option or other similar agreement or arrangement entered into for the purpose of reducing the exposure of the Partnership Group to fluctuations in interest rates or the price of hydrocarbons, other than for speculative purposes.

“ IDR Reset Common Unit ” has the meaning assigned to such term in Section 5.11(a).

“ IDR Reset Election ” is defined in Section 5.11(a).

“ Incentive Distribution Right ” means a non-voting Limited Partner Interest which will confer upon the holder thereof only the rights and obligations specifically provided in this Agreement with respect to Incentive Distribution Rights (and no other rights otherwise available to or other obligations of a holder of a Partnership Interest). Notwithstanding anything in this Agreement to the contrary, the holder of an Incentive Distribution Right shall not be entitled to vote such Incentive Distribution Right on any Partnership matter except as may otherwise be required by law.

“ Incentive Distributions ” means any amount of cash distributed to the holders of the Incentive Distribution Rights pursuant to Section 6.4.

“ Incremental Income Taxes ” is defined in Section 6.9.

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composite Agreement of limited partnership

“ Indemnitee ” means (a) any General Partner, (b) any Departing General Partner, (c) any Person who is or was an Affiliate of the General Partner or any Departing General Partner, (d) any Person who is or was a manager, managing member, director, officer, employee, agent, fiduciary or trustee of any Group Member, a General Partner, any Departing General Partner or any of their respective Affiliates, (e) any Person who is or was serving at the request of a General Partner, any Departing General Partner or any of their respective Affiliates as an officer, director, manager, managing member, employee, agent, fiduciary or trustee of another Person owing a fiduciary duty to any Group Member; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services, (f) any Person who controls a General Partner or Departing General Partner and (g) any Person the General Partner designates as an “Indemnitee” for purposes of this Agreement because such Person’s service, status or relationship exposes such Person to potential claims, demands, actions, suits or proceedings relating to the Partnership Group’s business and affairs.

“ Ineligible Holder ” is defined in Section 4.9(c).

“ Initial Common Units ” means the Common Units sold in the Initial Offering.

“ Initial Limited Partners ” means Chesapeake Holdings and the GIP Entities (with respect to the Limited Partner Interest distributed to them by the Organizational Limited Partner and with respect to the Common Units and Subordinated Units received by them pursuant to Section 5.2), the General Partner (with respect to the Incentive Distribution Rights) and the Underwriters, in each case upon being admitted to the Partnership in accordance with Section 10.1.

“ Initial Offering ” means the initial offering and sale of Common Units to the public, as described in the Registration Statement, including any Common Units issued pursuant to the exercise of the Over-Allotment Option.

“ Initial Unit Price ” means (a) with respect to the Common Units and the Subordinated Units, the initial public offering price per Common Unit at which the Underwriters offered the Common Units to the public for sale as set forth on the cover page of the prospectus included as part of the Registration Statement and first issued at or after the time the Registration Statement first became effective or (b) with respect to any other class or series of Units, the price per Unit at which such class or series of Units is initially sold by the Partnership, as determined by the General Partner, in each case adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision or combination of Units.

“ Interim Capital Transactions ” means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) sales of equity interests of any Group Member (including the Common Units sold to the Underwriters in the Initial Offering or pursuant to the exercise of the Over-Allotment Option); (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal retirements or replacements; and (d) capital contributions received.

“ Investment Capital Expenditures ” means capital expenditures other than Maintenance Capital Expenditures and Expansion Capital Expenditures.

“ Liability ” means any liability or obligation of any nature, whether accrued, contingent or otherwise.

“ Limited Partner ” means, unless the context otherwise requires, the Organizational Limited Partner prior to its distribution of its Limited Partner Interest to the Initial Limited Partners, each Initial Limited Partner, each additional Person that becomes a Limited Partner pursuant to the terms of this Agreement and any Departing General Partner upon the change of its status from General Partner to Limited Partner pursuant to Section 11.3, in each case, in such Person’s capacity as a limited partner of the Partnership; provided , however , that when the term “Limited Partner” is used herein in the context of any vote or other approval, including Articles XIII and XIV, such term shall not, solely for such purpose, include any holder of an Incentive Distribution Right (solely with respect to its Incentive Distribution Rights and not with respect to any other Limited Partner Interest held by such Person) except as may otherwise be required by law.

“ Limited Partner Interest ” means the ownership interest of a Limited Partner in the Partnership, which may be evidenced by Common Units, Subordinated Units, Incentive Distribution Rights or other Partnership Interests or a combination thereof or interest therein, and includes any and all benefits to which such Limited Partner is entitled as provided in this Agreement, together with all

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composite Agreement of limited partnership

obligations of such Limited Partner to comply with the terms and provisions of this Agreement; provided , however , that when the term “Limited Partner Interest” is used herein in the context of any vote or other approval, including Articles XIII and XIV, such term shall not, solely for such purpose, include any Incentive Distribution Right except as may otherwise be required by law.

“ Liquidation Date ” means (a) in the case of an event giving rise to the dissolution of the Partnership of the type described in clauses (a) and (b) of the first sentence of Section 12.2, the date on which the applicable time period during which the holders of Outstanding Units have the right to elect to continue the business of the Partnership has expired without such an election being made, and (b) in the case of any other event giving rise to the dissolution of the Partnership, the date on which such event occurs.

“ Liquidator ” means one or more Persons selected by the General Partner to perform the functions described in Section 12.4 as liquidating trustee of the Partnership within the meaning of the Delaware Act.

“ LTIP ” means the Long-Term Incentive Plan of the General Partner, as may be amended, or any equity compensation plan successor thereto.

“ Maintenance Capital Expenditures ” means cash expenditures (including expenditures for the addition or improvement to or replacement of the capital assets owned by any Group Member or for the acquisition of existing, or the construction or development of new, capital assets, including, without limitation, gas gathering systems, natural gas treatment or processing facilities, natural gas liquids fractionation facilities, storage facilities, pipeline systems, equipment related to compression and/or measurement or other midstream assets or facilities and other related or similar midstream assets) if such expenditures are made to maintain, including for a period longer than the short-term, the operating capacity and/or operating income of the Partnership Group. Maintenance Capital Expenditures shall not include (a) Expansion Capital Expenditures or Investment Capital Expenditures. Maintenance Capital Expenditures shall include interest (and related fees) on debt incurred and distributions on equity issued, other than equity issued on the Closing Date or the Option Closing Date, in each case, to finance the construction or development of a replacement asset and paid during the period beginning on the date that a Group Member enters into a binding obligation to commence constructing or developing a replacement asset and ending on the earlier to occur of the date that such replacement asset Commences Commercial Service and the date that such replacement asset is abandoned or disposed of. Debt incurred to pay or equity issued, other than equity issued on the Closing Date or the Option Closing Date, to fund construction or development period interest payments, or such construction or development period distributions on equity, shall also be deemed to be debt or equity, as the case may be, incurred to finance the construction or development of a replacement asset and the incremental Incentive Distributions paid relating to newly issued equity shall be deemed to be distributions paid on equity issued to finance the construction or development of a replacement asset. For purposes of this definition, the short-term generally refers to a period not exceeding 12 months.

“ Merger Agreement ” is defined in Section 14.1.

“ Minimum Quarterly Distribution ” means $0.3375 per Unit per Quarter (or with respect to periods of less than a full fiscal quarter, it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period and the denominator is the total number of days in such quarter), subject to adjustment in accordance with Sections 5.11, 6.6 and 6.9.

“ Minimum Volume Commitment ” means, pursuant to a gas gathering or similar agreement, a commitment of a third party to deliver specified minimum volumes of natural gas to the gathering systems of the Partnership.

“ National Securities Exchange ” means an exchange registered with the Commission under Section 6(a) of the Securities Exchange Act (or any successor to such Section) and any other securities exchange (whether or not registered with the Commission under Section 6(a) (or successor to such Section) of the Securities Exchange Act) that the General Partner shall designate as a National Securities Exchange for purposes of this Agreement.

“ Net Agreed Value ” means, (a) in the case of any Contributed Property, the Agreed Value of such property reduced by any Liabilities either assumed by the Partnership upon such contribution or to which such property is subject when contributed and (b) in the case of any property distributed to a Partner by the Partnership, the Partnership’s Carrying Value of such property (as adjusted pursuant to Section 5.5(d)(ii)) at the time such property is distributed, reduced by any Liability either assumed by such Partner upon such distribution or to which such property is subject at the time of distribution.

“ Net Income ” means, for any taxable period, the excess, if any, of the Partnership’s items of income and gain (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period over the Partnership’s items of loss and deduction (other than those items taken into account in the computation of Net Termination Gain or

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composite Agreement of limited partnership

Net Termination Loss) for such taxable period. The items included in the calculation of Net Income shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d); provided , that the determination of the items that have been specially allocated under Section 6.1(d) shall be made without regard to any reversal of such items under Section 6.1(d)(xii).

“ Net Loss ” means, for any taxable period, the excess, if any, of the Partnership’s items of loss and deduction (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period over the Partnership’s items of income and gain (other than those items taken into account in the computation of Net Termination Gain or Net Termination Loss) for such taxable period. The items included in the calculation of Net Loss shall be determined in accordance with Section 5.5(b) and shall not include any items specially allocated under Section 6.1(d); provided , that the determination of the items that have been specially allocated under Section 6.1(d) shall be made without regard to any reversal of such items under Section 6.1(d)(xii).

“ Net Positive Adjustments ” means, with respect to any Partner, the excess, if any, of the total positive adjustments over the total negative adjustments made to the Capital Account of such Partner pursuant to Book-Up Events and Book-Down Events.

“ Net Termination Gain ” means, for any taxable period, the sum, if positive, of all items of income, gain, loss or deduction (determined in accordance with Section 5.5(b)) that are (a) recognized (i) after the Liquidation Date or (ii) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group), or (b) deemed recognized by the Partnership pursuant to Section 5.5(d); provided , however , the items included in the determination of Net Termination Gain shall not include any items of income, gain or loss specially allocated under Section 6.1 (d).

“ Net Termination Loss ” means, for any taxable period, the sum, if negative, of all items of income, gain, loss or deduction (determined in accordance with Section 5.5(b)) that are (a) recognized (i) after the Liquidation Date or (ii) upon the sale, exchange or other disposition of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions (excluding any disposition to a member of the Partnership Group), or (b) deemed recognized by the Partnership pursuant to Section 5.5(d); provided , however , items included in the determination of Net Termination Loss shall not include any items of income, gain or loss specially allocated under Section 6.1(d).

“ Nonrecourse Built-in Gain ” means with respect to any Contributed Properties or Adjusted Properties that are subject to a mortgage or pledge securing a Nonrecourse Liability, the amount of any taxable gain that would be allocated to the Partners pursuant to Section 6.2(b) if such properties were disposed of in a taxable transaction in full satisfaction of such liabilities and for no other consideration.

“ Nonrecourse Deductions ” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a) (2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704-2(b), are attributable to a Nonrecourse Liability.

“ Nonrecourse Liability ” has the meaning set forth in Treasury Regulation Section 1.752‑1(a)(2).

“ Notice of Election to Purchase ” is defined in Section 15.1(b).

“ Notional General Partner Units ” means notional units used solely to calculate the General Partner’s Percentage Interest. Notional General Partner Units shall not constitute “Units” for any purpose of this Agreement. There shall initially be 2,819,433.551 Notional General Partner Units (resulting in the General Partner’s Percentage Interest being 2% after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution). If the General Partner makes additional Capital Contributions pursuant to Section 5.2(b) to maintain its Percentage Interest, the number of Notional General Partner Units shall be increased proportionally to reflect the maintenance of such Percentage Interest.

“ Omnibus Agreement ” means that certain Omnibus Agreement, dated as of the Closing Date, among the Partnership, the Organizational Limited Partner and Chesapeake Holdings, as such may be amended, supplemented or restated from time to time.

“ Operating Expenditures ” means all Partnership Group cash expenditures (or the Partnership’s proportionate share of expenditures in the case of Subsidiaries that are not wholly owned), including, but not limited to, taxes, reimbursements of expenses of the General Partner and its Affiliates, payments made in the ordinary course of business under any Hedge Contracts ( provided that

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composite Agreement of limited partnership

(i) with respect to amounts paid in connection with the initial purchase of a Hedge Contract, such amounts shall be amortized over the life of such Hedge Contract and (ii) payments made in connection with the termination of any Hedge Contract prior to the expiration of its stipulated settlement or termination date shall be included in equal quarterly installments over the remaining scheduled life of such Hedge Contract), officer compensation, repayment of Working Capital Borrowings, debt service payments and Estimated Maintenance Capital Expenditures, subject to the following:

(a) repayments of Working Capital Borrowings deducted from Operating Surplus pursuant to clause (b)(iii) of the definition of “Operating Surplus” shall not constitute Operating Expenditures when actually repaid;

(b) payments (including prepayments and prepayment penalties) of principal of and premium on indebtedness other than Working Capital Borrowings shall not constitute Operating Expenditures; and

(c) Operating Expenditures shall not include (i) Expansion Capital Expenditures, (ii) actual Maintenance Capital Expenditures, (iii) Investment Capital Expenditures, (iv) payment of transaction expenses (including taxes) relating to Interim Capital Transactions, (v) distributions to Partners, or (vi) repurchases of Partnership Interests, other than repurchases of Partnership Interests to satisfy obligations under employee benefit plans, or reimbursements of expenses of the General Partner for such purchases. Where capital expenditures are made in part for Maintenance Capital Expenditures and in part for other purposes, the General Partner shall determine the allocation between the amounts paid for each.

“ Operating Surplus ” means, with respect to any period ending prior to the Liquidation Date, on a cumulative basis and without duplication,

(a) the sum of (i) $120 million, (ii) all cash receipts of the Partnership Group (or the Partnership’s proportionate share of cash receipts in the case of Subsidiaries that are not wholly owned) for the period beginning on the Closing Date and ending on the last day of such period, but excluding cash receipts from Interim Capital Transactions and provided that cash receipts from the termination of any Hedge Contract prior to the expiration of its stipulated settlement or termination date shall be included in equal quarterly installments over the remaining scheduled life of such Hedge Contract, (iii) all cash receipts of the Partnership Group (or the Partnership’s proportionate share of cash receipts in the case of Subsidiaries that are not wholly owned) after the end of such period but on or before the date of determination of Operating Surplus with respect to such period resulting from Working Capital Borrowings, and (iv) the amount of cash distributions paid (including incremental Incentive Distributions) on equity issued, other than equity issued on the Closing Date or the Option Closing Date, to finance all or a portion of the construction, acquisition or improvement of a Capital Improvement or replacement of a capital asset and paid in respect of the period beginning on the date that the Group Member enters into a binding obligation to commence the construction, acquisition or improvement of a Capital Improvement or replacement of a capital asset and ending on the earlier to occur of the date the Capital Improvement or replacement capital asset Commences Commercial Service and the date that it is abandoned or disposed of (equity issued, other than equity issued on the Closing Date or the Option Closing Date, to fund the construction period interest payments on debt incurred, or construction period distributions on equity issued, to finance the construction, acquisition or improvement of a Capital Improvement or replacement of a capital asset shall also be deemed to be equity issued to finance the construction, acquisition or improvement of a Capital Improvement or replacement of a capital asset for purposes of this clause (iv)) and (v) the WPZ Operating Surplus Amount, less

(b) the sum of (i) Operating Expenditures for the period beginning on the Closing Date and ending on the last day of such period; (ii) the amount of cash reserves established by the General Partner (or the Partnership’s proportionate share of cash reserves in the case of Subsidiaries that are not wholly owned) to provide funds for future Operating Expenditures; (iii) all Working Capital Borrowings not repaid within twelve months after having been incurred and (iv) any cash loss realized on disposition of an Investment Capital Expenditure;

provided , however , that disbursements made (including contributions to a Group Member or disbursements on behalf of a Group Member) or cash reserves established, increased or reduced after the end of such period but on or before the date of determination of Available Cash with respect to such period shall be deemed to have been made, established, increased or reduced, for purposes of determining Operating Surplus, within such period if the General Partner so determines.

Notwithstanding the foregoing, “ Operating Surplus ” with respect to the Quarter in which the Liquidation Date occurs and any subsequent Quarter shall equal zero. Cash receipts from an Investment Capital Expenditure shall be treated as cash receipts only to the extent they are a return on principal, but in no event shall a return of principal be treated as cash receipts.

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composite Agreement of limited partnership

“ Opinion of Counsel ” means a written opinion of counsel (who may be regular counsel to the Partnership or the General Partner or any of its Affiliates) acceptable to the General Partner.

“ Option Closing Date ” means the date or dates on which any Common Units are sold by the Partnership to the Underwriters upon exercise of the Over-Allotment Option.

“ Organizational Limited Partner ” means Chesapeake Midstream Ventures, L.L.C., a Delaware limited liability company, in its capacity as the organizational limited partner of the Partnership pursuant to this Agreement.

“ Outstanding ” means, with respect to Partnership Interests, all Partnership Interests that are issued by the Partnership and reflected as outstanding on the Partnership’s books and records as of the date of determination; provided , however , that if at any time any Person or Group (other than the General Partner or its Affiliates) beneficially owns 20% or more of the Outstanding Partnership Interests of any class then Outstanding, none of the Partnership Interests owned by such Person or Group shall be voted on any matter and shall not be considered to be Outstanding when sending notices of a meeting of Limited Partners to vote on any matter (unless otherwise required by law), calculating required votes, determining the presence of a quorum or for other similar purposes under this Agreement, except that Partnership Interests so owned shall be considered to be Outstanding for purposes of Section 11.1(b)(iv) (such Partnership Interests shall not, however, be treated as a separate class of Partnership Interests for purposes of this Agreement or the Delaware Act); provided , further , that the foregoing limitation shall not apply to (i) any Person or Group who acquired 20% or more of the Outstanding Partnership Interests of any class then Outstanding directly from the General Partner or its Affiliates (other than the Partnership), (ii) any Person or Group who acquired 20% or more of the Outstanding Partnership Interests of any class then Outstanding directly or indirectly from a Person or Group described in clause (i) provided that, at or prior to such acquisition, the General Partner, acting in its sole discretion, shall have notified such Person or Group in writing that such limitation shall not apply, or (iii) any Person or Group who acquired 20% or more of any Partnership Interests issued by the Partnership provided that, at or prior to such acquisition, the General Partner shall have notified such Person or Group in writing that such limitation shall not apply.

“ Over-Allotment Option ” means the over-allotment option granted to the Underwriters by the Partnership pursuant to the Underwriting Agreement.

“ Partner Nonrecourse Debt ” has the meaning set forth in Treasury Regulation Section 1.704‑2(b)(4).

“ Partner Nonrecourse Debt Minimum Gain ” has the meaning set forth in Treasury Regulation Section 1.704‑2(i)(2).

“ Partner Nonrecourse Deductions ” means any and all items of loss, deduction or expenditure (including any expenditure described in Section 705(a)(2)(B) of the Code) that, in accordance with the principles of Treasury Regulation Section 1.704‑2(i), are attributable to a Partner Nonrecourse Debt.

“ Partners ” means the General Partner and the Limited Partners.

“ Partnership ” means Williams Partners L.P., a Delaware limited partnership. “Partnership Interest” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including Common Units, Convertible Class B Units, Subordinated Class C Units, Subordinated Units and Incentive Distribution Rights.

“ Partnership Group ” means the Partnership and its Subsidiaries treated as a single consolidated entity.

“ Partnership Interest ” means any class or series of equity interest in the Partnership (but excluding any options, rights, warrants and appreciation rights relating to an equity interest in the Partnership), including Common Units, Subordinated Units and Incentive Distribution Rights.

“ Partnership Minimum Gain ” means that amount determined in accordance with the principles of Treasury Regulation Sections 1.704-2(b) (2) and 1.704-2(d).

“ Percentage Interest ” means as of any date of determination (a) as to the General Partner, with respect to the General Partner Interest (calculated based upon a number of Notional General Partner Units), and as to any Unitholder with respect to Units, the product obtained by multiplying (i) 100% less the percentage applicable to clause (b) below by (ii) the quotient obtained by dividing (A) the number of Notional General Partner Units deemed held by the General Partner or the number of Units held by such

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composite Agreement of limited partnership

Unitholder, as the case may be, by (B) the total number of Outstanding Units and Notional General Partner Units, and (b) as to the holders of other Partnership Interests issued by the Partnership in accordance with Section 5.6, the percentage established as a part of such issuance. The Percentage Interest with respect to an Incentive Distribution Right shall at all times be zero.

“ Person ” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, government agency or political subdivision thereof or other entity.

“ Per Unit Capital Amount ” means, as of any date of determination, the Capital Account, stated on a per Unit basis, underlying any class of Units held by a Person other than the General Partner or any Affiliate of the General Partner who holds Units.

“ Plan of Conversion ” is defined in Section 14.1.

“ Pre-Merger Unit Split ” means the subdivision pursuant to Section 5.9 of each Common Unit into 1.06152 Common Units and of each Convertible Class B Unit into 1.06152 Convertible Class B Units as contemplated by Section 5.14 of the 2014 Merger Agreement.

“ Pro Rata ” means (a) when used with respect to Units or any class thereof, apportioned equally among all designated Units in accordance with their relative Percentage Interests, (b) when used with respect to Partners or Record Holders, apportioned among all Partners or Record Holders in accordance with their relative Percentage Interests and (c) when used with respect to holders of Incentive Distribution Rights, apportioned equally among all holders of Incentive Distribution Rights in accordance with the relative number or percentage of Incentive Distribution Rights held by each such holder.

“ Purchase Date ” means the date determined by the General Partner as the date for purchase of all Outstanding Limited Partner Interests of a certain class (other than Limited Partner Interests owned by the General Partner and its Affiliates) pursuant to Article XV.

“ Quarter ” means, unless the context requires otherwise, a fiscal quarter of the Partnership, or, with respect to the fiscal quarter of the Partnership that includes the Closing Date, the portion of such fiscal quarter after the Closing Date.

“ Quarterly Estimated Shortfall Payment ” is defined in the definition of “Adjusted Operating Surplus.”

“ Rate Eligibility Trigger ” is defined in Section 4.9(a)(i).

“ Recapture Income ” means any gain recognized by the Partnership (computed without regard to any adjustment required by Section 734 or Section 743 of the Code) upon the disposition of any property or asset of the Partnership, which gain is characterized as ordinary income because it represents the recapture of deductions previously taken with respect to such property or asset.

“ Record Date ” means the date established by the General Partner or otherwise in accordance with this Agreement for determining (a) the identity of the Record Holders entitled to notice of, or to vote at, any meeting of Limited Partners or entitled to vote by ballot or give approval of Partnership action in writing without a meeting or entitled to exercise rights in respect of any lawful action of Limited Partners or (b) the identity of Record Holders entitled to receive any report or distribution or to participate in any offer.

“ Record Holder ” means (a) with respect to Partnership Interests of any class of Partnership Interests for which a Transfer Agent has been appointed, the Person in whose name a Partnership Interest of such class is registered on the books of the Transfer Agent as of the opening of business on a particular Business Day, or (b) with respect to other classes of Partnership Interests, the Person in whose name any such other Partnership Interest is registered on the books that the General Partner has caused to be kept as of the opening of business on such Business Day.

“ Redeemable Interests ” means any Partnership Interests for which a redemption notice has been given, and has not been withdrawn, pursuant to Section 4.10.

“Registration Rights Agreement” means the Amended and Restated Registration Rights Agreement dated December 20, 2012 by and among the Partnership and the Unit Purchasers.

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“ Registration Statement ” means the Registration Statement on Form S‑1 (Registration No. 333-164905) as it has been or as it may be amended or supplemented from time to time, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Initial Offering.

“ Remaining Net Positive Adjustments ” means as of the end of any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the excess of (a) the Net Positive Adjustments of the Unitholders holding Common Units or Subordinated Units as of the end of such period over (b) the sum of those Partners’ Share of Additional Book Basis Derivative Items for each prior taxable period, (ii) with respect to the General Partner (as holder of the General Partner Interest), the excess of (a) the Net Positive Adjustments of the General Partner as of the end of such period over (b) the sum of the General Partner’s Share of Additional Book Basis Derivative Items with respect to the General Partner Interest for each prior taxable period, and (iii) with respect to the holders of Incentive Distribution Rights, the excess of (a) the Net Positive Adjustments of the holders of Incentive Distribution Rights as of the end of such period over (b) the sum of the Share of Additional Book Basis Derivative Items of the holders of the Incentive Distribution Rights for each prior taxable period.

“ Required Allocations ” means any allocation of an item of income, gain, loss or deduction pursuant to Section 6.1(d)(i), Section 6.1(d)(ii), Section 6.1(d)(iv), Section 6.1(d)(v), Section 6.1(d)(vi), Section 6.1(d)(vii) or Section 6.1(d)(ix).

“ Reset MQD ” is defined in Section 5.11(e).

“ Reset Notice ” is defined in Section 5.11(b).

“ Retained Converted Subordinated Unit ” is defined in Section 5.5(c)(ii).

“ Second Liquidation Target Amount ” is defined in Section 6.1(c)(i)(E).

“ Second Target Distribution ” means $0.421875 per Unit per Quarter (or, with respect to periods of less than a full fiscal quarter, it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period, and the denominator is the total number of days in such quarter), subject to adjustment in accordance with Section 5.11, Section 6.6 and Section 6.9.

“ Securities Act ” means the Securities Act of 1933, as amended, supplemented or restated from time to time and any successor to such statute.

“ Securities Exchange Act ” means the Securities Exchange Act of 1934, as amended, supplemented or restated from time to time and any successor to such statute.

“ Share of Additional Book Basis Derivative Items ” means in connection with any allocation of Additional Book Basis Derivative Items for any taxable period, (i) with respect to the Unitholders holding Common Units or Subordinated Units, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Unitholders’ Remaining Net Positive Adjustments as of the end of such taxable period bears to the Aggregate Remaining Net Positive Adjustments as of that time, (ii) with respect to the General Partner (in respect of the General Partner Interest), the amount that bears the same ratio to such Additional Book Basis Derivative Items as the General Partner’s Remaining Net Positive Adjustments as of the end of such taxable period bears to the Aggregate Remaining Net Positive Adjustment as of that time, and (iii) with respect to the Partners holding Incentive Distribution Rights, the amount that bears the same ratio to such Additional Book Basis Derivative Items as the Remaining Net Positive Adjustments of the Partners holding the Incentive Distribution Rights as of the end of such period bears to the Aggregate Remaining Net Positive Adjustments as of that time.

“ Special Approval ” means approval by a majority of the members of the Conflicts Committee acting in good faith.

“ Subordinated Class C Conversion Date ” has the meaning assigned to such term in Section 5.13(c)(i).

“ Subordinated Class C Unit ” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners, and having the rights and obligations specified with respect to a Subordinated Class C Unit in this Agreement. A Subordinated Class C Unit that is convertible into a Common Unit shall not constitute a Common Unit until such conversion occurs.

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“ Subordinated Class C Unit Distribution ” has the meaning assigned to such term in Section 5.13(e).

“ Subordinated Unit ” means a Partnership Interest representing a fractional part of the Partnership Interests of all Limited Partners and having the rights and obligations specified with respect to Subordinated Units in this Agreement. The term “Subordinated Unit” does not refer to or include a Common Unit. A Subordinated Unit that is convertible into a Common Unit shall not constitute a Common Unit until such conversion occurs.

“ Subordination Period ” means the period commencing on the Closing Date and ending on the first to occur of the following dates:

(a) the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter beginning with the Quarter ending June 30, 2013 in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of (I) the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, and (II) the General Partner Interest, in each case with respect to each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on (I) all Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and (II) the General Partner Interest, in each case in respect of such periods and (B) the Adjusted Operating Surplus for each of the three consecutive, non-overlapping four-Quarter periods immediately preceding such date equaled or exceeded the sum of the Minimum Quarterly Distribution on all of the (I) Common Units, Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units and (II) General Partner Interest, in each case that were Outstanding during such periods on a Fully Diluted Weighted Average Basis, and (ii) there are no Cumulative Common Unit Arrearages;

(b) the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of any Quarter beginning with the Quarter ending June 30, 2010 in respect of which (i) (A) distributions of Available Cash from Operating Surplus on each of (I) the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units, and (II) the General Partner Interest, in each case with respect to the four-Quarter period immediately preceding such date equaled or exceeded 150% of the Minimum Quarterly Distribution on all of (I) the Outstanding Common Units and Subordinated Units and any other Outstanding Units that are senior or equal in right of distribution to the Subordinated Units and (II) the General Partner Interest, in each case in respect of such period, and (B) the Adjusted Operating Surplus for the four-Quarter period immediately preceding such date equaled or exceeded 150% of the sum of the Minimum Quarterly Distribution on all of (I) the Common Units and Subordinated Units and any other Units that are senior or equal in right of distribution to the Subordinated Units, (II) the General Partner Interest, in each case that were Outstanding during such period on a Fully Diluted Weighted Average Basis and (III) and the corresponding Incentive Distributions and (ii) there are no Cumulative Common Unit Arrearages;

(c) the first date on which there are no longer outstanding any Subordinated Units due to the conversion of Subordinated Units into Common Units pursuant to Section 5.7 or otherwise; and

(d) the date on which the General Partner is removed as general partner of the Partnership upon the requisite vote by holders of Outstanding Units under circumstances where Cause does not exist and no Units held by the General Partner and its Affiliates are voted in favor of such removal.

“Subscription Agreement” means the Subscription Agreement, dated as of December 11, 2012, between the Partnership, the General Partner and the Unit Purchasers.

“ Subsidiary ” means, with respect to any Person, (a) a corporation of which more than 50% of the voting power of shares entitled (without regard to the occurrence of any contingency) to vote in the election of directors or other governing body of such corporation is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person or a combination thereof, (b) a partnership (whether general or limited) in which such Person or a Subsidiary of such Person is, at the date of determination, a general or limited partner of such partnership, but only if more than 50% of the partnership interests of such partnership (considering all of the partnership interests of the partnership as a single class) is owned, directly or indirectly, at the date of determination, by such Person, by one or more Subsidiaries of such Person, or a combination thereof, or (c) any other Person (other than a corporation or a partnership) in which such Person, one or more Subsidiaries of such Person, or a combination thereof, directly or indirectly, at the date of determination, has (i) at least a majority ownership interest or (ii) the power to elect or direct the election of a majority of the directors or other governing body of such Person.

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composite Agreement of limited partnership

“ Surviving Business Entity ” is defined in Section 14.2(b)(ii).

“ Target Distribution ” means, collectively, the First Target Distribution, Second Target Distribution and Third Target Distribution.

“ Third Target Distribution ” means $0.50625 per Unit per Quarter (or, with respect to periods of less than a full fiscal quarter, it means the product of such amount multiplied by a fraction of which the numerator is the number of days in such period, and the denominator is the total number of days in such quarter), subject to adjustment in accordance with Sections 5.11, 6.6 and 6.9.

“ Trading Day ” means, for the purpose of determining the Current Market Price of any class of Limited Partner Interests, a day on which the principal National Securities Exchange on which such class of Limited Partner Interests is listed or admitted to trading is open for the transaction of business or, if Limited Partner Interests of a class are not listed or admitted to trading on any National Securities Exchange, a day on which banking institutions in New York City generally are open.

“ Transaction Documents ” means (i) that certain Amended and Restated Chesapeake Gas Gathering Agreement, dated as of January 25, 2010, but effective as of February 1, 2010, by and among Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company, Chesapeake Energy Marketing, Inc., an Oklahoma corporation, Chesapeake Operating, Inc., an Oklahoma corporation, Chesapeake Exploration L.L.C., an Oklahoma limited liability company, Chesapeake Louisiana L.P., an Oklahoma limited partnership, and DDJET Limited LLP, a Texas limited liability partnership, (ii) the Additional Agreement, executed on January 25, 2010, but effective as of February 1, 2010, by and among Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company; Total Gas & Power North America, Inc., a Delaware corporation; Total E&P USA, Inc., a Delaware corporation, Chesapeake Energy Marketing, Inc., an Oklahoma corporation; Chesapeake Exploration L.L.C., an Oklahoma limited liability company; Chesapeake Louisiana L.P., an Oklahoma limited partnership, DDJET Limited LLP, a Texas limited liability partnership, and Chesapeake Operating, Inc., an Oklahoma corporation, (iii) the Contribution Agreement, (iv) the Omnibus Agreement, (v) the Amended and Restated Services Agreement, dated as of the Closing Date, by and among Chesapeake Midstream Management, L.L.C., a Delaware limited liability company, Chesapeake Operating, Inc., an Oklahoma Corporation, the General Partner, the Partnership, and Chesapeake MLP Operating, L.L.C., a Delaware limited liability company, (vi) the Gas Compressor Master Rental and Servicing Agreement, dated as of September 30, 2009, between MidCon Compression, LLC, a Delaware limited liability company, and Chesapeake Midstream Partners, L.L.C., a Delaware limited liability company, (vii) the Amended and Restated Employee Transfer Agreement, effective on the Closing Date, by and among Chesapeake Midstream Management, L.L.C., a Delaware limited liability company, Chesapeake, the General Partner, Chesapeake MLP Operating, L.L.C., a Delaware limited liability company, and Chesapeake Operating, Inc., an Oklahoma corporation, (viii) the Amended and Restated Employee Secondment Agreement, effective on the Closing Date, by and among Chesapeake, Chesapeake Midstream Management, L.L.C., a Delaware limited liability company, the General Partner, Chesapeake MLP Operating, L.L.C., a Delaware limited liability company, and Chesapeake Operating, Inc., an Oklahoma corporation, (ix) the Amended and Restated Shared Services Agreement, effective as of the Closing Date, by and between Chesapeake, the General Partner, the GIP Entities, and Chesapeake MLP Operating, L.L.C., (x) the Registration Rights Agreement, dated as of the Closing Date, by and among the Partnership, the GIP Entities and Chesapeake Holdings, (xi) the Master Recoupment Netting and Setoff Agreement, dated as of September 30, 2009 by and among Chesapeake, Chesapeake Energy Marketing, Inc., Chesapeake Operating, Inc., Chesapeake Exploration L.L.C, Chesapeake Louisiana L.P., DD JET, L.L.C., Chesapeake Midstream Management, L.L.C., Micon Compression, LLC and Chesapeake MLP Operating, L.L.C., (xii) the Guaranty, dated as of September 30, 2009, by Chesapeake in favor of Chesapeake MLP Operating, L.L.C. and the GIP Entities, (xiii) the Amended and Restated Adherence Agreement, effective on the Closing Date, by and among Chesapeake Midstream Development L.P., the Partnership, Chesapeake MLP Operating, L.L.C. and Chesapeake Midstream Ventures, L.L.C., (xiv) the Trademark License Agreement, effective on the Closing Date, by and among Chesapeake, Chesapeake Midstream Management, L.L.C., Chesapeake Operating, Inc., Chesapeake MLP Operating, L.L.C., Chesapeake Midstream Ventures, L.L.C., the General Partner and the Partnership, (xv) the Amended and Restated Inventory Purchase Letter, effective on the Closing Date, by and among Chesapeake MLP Operating, L.L.C. and Chesapeake Midstream Operating, L.L.C., (xvi) the Marketing and Noncompete Agreement, dated as of September 30, 2009, by and among Chesapeake MLP Operating, L.L.C, Chesapeake Exploration L.L.C., Chesapeake Louisiana L.P., DDJET Limited LLP, and (xvii) the Bond Indemnity Agreement, dated as of September 30, 2009, by and among Chesapeake Midstream Development L.P., Chesapeake and Chesapeake MLP Operating, L.L.C., in each case as may be amended, supplemented or restated from time to time.

“ transfer ” is defined in Section 4.4(a).

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composite Agreement of limited partnership

“ Transfer Agent ” means such bank, trust company or other Person (including the General Partner or one of its Affiliates) as may be appointed from time to time by the Partnership to act as registrar and transfer agent for any class of Partnership Interests; provided , that if no Transfer Agent is specifically designated for any class of Partnership Interests, the General Partner shall act in such capacity.

“ Underwriter ” means each Person named as an underwriter in Schedule I to the Underwriting Agreement who purchases Common Units pursuant thereto.

“ Underwriting Agreement ” means that certain Underwriting Agreement, dated as of July 28, 2010, among the Underwriters, the Partnership, the General Partner and other parties thereto, providing for the purchase of Common Units by the Underwriters.

“ Unit ” means a Partnership Interest that is designated as a “Unit” and shall include Common Units, Convertible Class B Units, Subordinated Class C Units and Subordinated Units but shall not include (i) the General Partner Interest or (ii) Incentive Distribution Rights.

“ Unitholders ” means the holders of Units.

“ Unit Majority ” means (i) during the Subordination Period, at least a majority of the Outstanding Common Units, Convertible Class B Units and Subordinated Class C Units (excluding Common Units, Convertible Class B Units and Subordinated Class C Units owned by the General Partner and its Affiliates), voting as a single class, and at least a majority of the Outstanding Subordinated Units, voting as a class, and (ii) after the end of the Subordination Period, at least a majority of the Outstanding Common Units, Convertible Class B Units and Subordinated Class C Units, voting as a single class.

“Unit Purchasers” means each of GIP II Hawk Holdings Partnership, L.P. and The Williams Companies, Inc.

“ Unpaid MQD ” is defined in Section 6.1(c)(i)(B).

“ Unrealized Gain ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the fair market value of such property as of such date (as determined under Section 5.5(d)) over (b) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date).

“ Unrealized Loss ” attributable to any item of Partnership property means, as of any date of determination, the excess, if any, of (a) the Carrying Value of such property as of such date (prior to any adjustment to be made pursuant to Section 5.5(d) as of such date) over (b) the fair market value of such property as of such date (as determined under Section 5.5(d)).

“ Unrecovered Initial Unit Price ” means at any time, with respect to a Unit, the Initial Unit Price less the sum of all distributions constituting Capital Surplus theretofore made in respect of an Initial Common Unit and any distributions of cash (or the Net Agreed Value of any distributions in kind) in connection with the dissolution and liquidation of the Partnership theretofore made in respect of an Initial Common Unit, adjusted as the General Partner determines to be appropriate to give effect to any distribution, subdivision, combination or reorganization of such Units.

“ Unrestricted Person ” means (a) each Indemnitee, (b) each Partner, (c) each Person who is or was a member, partner, director, officer, employee or agent of any Group Member, a General Partner or any Departing General Partner or any Affiliate of any Group Member, a General Partner or any Departing General Partner and (d) any Person the General Partner designates as an “Unrestricted Person” for purposes of this Agreement.

“ U.S. GAAP ” means United States generally accepted accounting principles, as in effect from time to time, consistently applied.

“ VWAP Price ” as of a particular date means the volume-weighted average trading price, as adjusted for splits, combinations and other similar transactions, of a Common Unit on the national securities exchange on which the Common Units are listed or admitted to trading, calculated over the consecutive 30-trading day period ending on the close of trading on the trading day immediately prior to such date.

“ Withdrawal Opinion of Counsel ” is defined in Section 11.1(b).

WILLIAMS PARTNERS L.P.

composite Agreement of limited partnership

“ Working Capital Borrowings ” means borrowings used solely for working capital purposes or to pay distributions to Partners, made pursuant to a credit facility, commercial paper facility or other similar financing arrangement; provided that when incurred it is the intent of the borrower to repay such borrowings within 12 months from sources other than additional Working Capital Borrowings.

“ WPZ ” means Williams Partners L.P., a Delaware limited partnership.

“ WPZ Available Cash Amount ” means an amount equal to the Available Cash (as defined in the WPZ Partnership Agreement) of the WPZ Group immediately prior to Closing (as defined in the 2014 Merger Agreement) of the WPZ Merger.

“ WPZ Group ” means WPZ and its Subsidiaries treated as a single consolidated entity.

“ WPZ Merger ” means the merger of VHMS LLC with and into WPZ, with WPZ as the sole surviving entity, pursuant to the 2014 Merger Agreement.

“ WPZ Operating Surplus Amount ” means, beginning with the Quarter in which the WPZ Merger is consummated (or the Quarter immediately preceding the consummation of the WPZ Merger, if the WPZ Merger is consummated prior to the date of determination of Available Cash with respect to such Quarter), an amount equal to the Operating Surplus (as defined in the WPZ Partnership Agreement) less cumulative distributions of Available Cash to Partners (as defined in the WPZ Partnership Agreement) from Operating Surplus (as defined in the WPZ Partnership Agreement) of the WPZ Group immediately prior to Closing (as defined in the 2014 Merger Agreement) of the WPZ Merger.

“ WPZ Partnership Agreement ” means the Amended and Restated Agreement of Limited Partnership, dated as of August 23, 2005, as amended, of WPZ, as in effect immediately prior to the consummation of the WPZ Merger.

Section 1.2 Construction. Unless the context requires otherwise: (a) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms; (b) references to Articles and Sections refer to Articles and Sections of this Agreement; (c) the terms “include”, “includes”, “including” or words of like import shall be deemed to be followed by the words “without limitation”; and (d) the terms “hereof”, “herein” or “hereunder” refer to this Agreement as a whole and not to any particular provision of this Agreement. The table of contents and headings contained in this Agreement are for reference purposes only, and shall not affect in any way the meaning or interpretation of this Agreement.

ARTICLE II

ORGANIZATION

Section 2.1 Formation . The General Partner and the Organizational Limited Partner have previously formed the Partnership as a limited partnership pursuant to the provisions of the Delaware Act. The General Partner and the Initial Limited Partners hereby amend and restate the original Agreement of Limited Partnership of Chesapeake Midstream Partners, L.P. in its entirety. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes.

Section 2.2 Name. The name of the Partnership shall be “WILLIAMS PARTNERS, L.P.”. The Partnership’s business may be conducted under any other name or names as determined by the General Partner, including the name of the General Partner. The words “Limited Partnership,” “L.P.,” “Ltd.” or similar words or letters shall be included in the Partnership’s name where necessary for the purpose of complying with the laws of any jurisdiction that so requires. The General Partner may change the name of the Partnership at any time and from time to time and shall notify the Limited Partners of such change in the next regular communication to the Limited Partners.

Registered Office; Registered Agent; Principal Office; Other Offices. Unless and until changed by the General Partner, the registered office of the Partnership in the State of Delaware shall be located at 1209 Orange Street, Wilmington Delaware 19801, and the registered agent for service of process on the Partnership in the State of Delaware at such registered office shall be Corporation Trust Company. The principal office of the Partnership shall be located at One Williams Center, Tulsa Oklahoma 74172-0172, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. The Partnership may maintain

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offices at such other place or places within or outside the State of Delaware as the General Partner determines to be necessary or appropriate. The address of the General Partner shall be One Williams Center, Tulsa Oklahoma 74172-0172, or such other place as the General Partner may from time to time designate by notice to the Limited Partners. Purpose and Business

. The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner, in its sole discretion, and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided , however , that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve, and may, in its sole discretion, decline to propose or approve, the conduct by the Partnership of any business.

Section 2.3 Powers. The Partnership shall be empowered to do any and all acts and things necessary, appropriate, proper, advisable, incidental to or convenient for the furtherance and accomplishment of the purposes and business described in Section 2.4 and for the protection and benefit of the Partnership.

Section 2.4 Term. The term of the Partnership commenced upon the filing of the Certificate of Limited Partnership in accordance with the Delaware Act and shall continue in existence until the dissolution of the Partnership in accordance with the provisions of Article XII. The existence of the Partnership as a separate legal entity shall continue until the cancellation of the Certificate of Limited Partnership as provided in the Delaware Act.

Section 2.5 Title to Partnership Assets. Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity and/or its Subsidiaries, and no Partner, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

ARTICLE III

RIGHTS OF LIMITED PARTNERS

Section 3.1 Limitation of Liability . The Limited Partners shall have no liability under this Agreement except as expressly provided in this Agreement or the Delaware Act.

Section 3.2 Management of Business. No Limited Partner, in its capacity as such, shall participate in the operation, management or control (within the meaning of the Delaware Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. Any action taken by any Affiliate of the General Partner or any officer, director, employee, manager, member, general partner, agent or trustee of the General Partner or any of its Affiliates, or any officer, director, employee, manager, member, general partner, agent or trustee of a Group Member, in its capacity as such, shall not be deemed to be participating in the control of the business of the Partnership by a limited partner of the Partnership (within the meaning of Section 17‑303(a) of the Delaware Act) and shall not affect, impair or eliminate the limitations on the liability of the Limited Partners under this Agreement.

WILLIAMS PARTNERS L.P.

composite Agreement of limited partnership

Section 3.3 Outside Activities of the Limited Partners . Subject to the provisions of Section 7.5, which shall continue to be applicable to the Persons referred to therein, regardless of whether such Persons shall also be Limited Partners, any Limited Partner shall be entitled to and may have business interests and engage in business activities in addition to those relating to the Partnership, including business interests and activities in direct competition with the Partnership Group. Neither the Partnership nor any of the other Partners shall have any rights by virtue of this Agreement in any business ventures of any Limited Partner.

Section 3.4 Rights of Limited Partners.

(a) In addition to other rights provided by this Agreement or by applicable law, and except as limited by Section 3.4(b), each Limited Partner shall have the right, for a purpose reasonably related to such Limited Partner’s interest as a Limited Partner in the Partnership, the reasonableness of which having been determined by the General Partner, upon reasonable written demand stating the purpose of such demand, and at such Limited Partner’s own expense:

(i) to obtain true and full information regarding the status of the business and financial condition of the Partnership;

(ii) promptly after its becoming available, to obtain a copy of the Partnership’s federal, state and local income tax returns for each year;

(iii) to obtain a current list of the name and last known business, residence or mailing address of each Partner;

(iv) to obtain a copy of this Agreement and the Certificate of Limited Partnership and all amendments thereto, together with copies of the executed copies of all powers of attorney pursuant to which this Agreement, the Certificate of Limited Partnership and all amendments thereto have been executed;

(v) to obtain true and full information regarding the amount of cash and a description and statement of the Net Agreed Value of any other Capital Contribution by each Partner and that each Partner has agreed to contribute in the future, and the date on which each became a Partner; and

(vi) to obtain such other information regarding the affairs of the Partnership as is just and reasonable.

(b) The General Partner may keep confidential from the Limited Partners, for such period of time as the General Partner deems reasonable, (i) any information that the General Partner reasonably believes to be in the nature of trade secrets or (ii) other information the disclosure of which the General Partner believes (A) is not in the best interests of the Partnership Group, (B) could damage the Partnership Group or its business or (C) that any Group Member is required by law or by agreement with any third party to keep confidential (other than agreements with Affiliates of the Partnership the primary purpose of which is to circumvent the obligations set forth in this Section 3.4).

ARTICLE IV

CERTIFICATES; RECORD HOLDERS; TRANSFER OF PARTNERSHIP INTERESTS;
REDEMPTION OF PARTNERSHIP INTERESTS

Section 4.1 Certificates. Notwithstanding anything otherwise to the contrary herein, unless the General Partner shall determine otherwise in respect of some or all of any or all classes of Partnership Interests, Partnership Interests shall not be evidenced by certificates. Certificates that may be issued shall be executed on behalf of the Partnership by the Chairman of the Board, President or any Executive Vice President or Vice President and the Chief Financial Officer or the Secretary or any Assistant Secretary of the General Partner. If a Transfer Agent has been appointed for a class of Partnership Interests, no Certificate for such class of Partnership Interests shall be valid for any purpose until it has been countersigned by the Transfer Agent; provided, however, that if the General Partner elects to cause the Partnership to issue Partnership Interests of such class in global form, the Certificate shall be valid upon receipt of a certificate from the Transfer Agent certifying that the Partnership Interests have been duly registered in accordance with the directions of the Partnership. Subject to the requirements of Section 6.7(c), if Common Units are evidenced by Certificates, on or after the date on which Subordinated Units are converted into Common Units pursuant to the terms of Section 5.7, the Record Holders of such Subordinated Units (i) if the Subordinated Units are evidenced by Certificates, may exchange such Certificates for Certificates evidencing Common Units or (ii) if the Subordinated Units are not evidenced by Certificates, shall be issued Certificates evidencing Common Units.

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composite Agreement of limited partnership

Section 4.2 Mutilated, Destroyed, Lost or Stolen Certificates.

(a) If any mutilated Certificate is surrendered to the Transfer Agent, the appropriate officers of the General Partner on behalf of the Partnership shall execute, and the Transfer Agent shall countersign and deliver in exchange therefor, a new Certificate evidencing the same number and type of Partnership Interests as the Certificate so surrendered.

(b) The appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and the Transfer Agent shall countersign, a new Certificate in place of any Certificate previously issued if the Record Holder of the Certificate:

(i) makes proof by affidavit, in form and substance satisfactory to the General Partner, that a previously issued Certificate has been lost, destroyed or stolen;

(ii) requests the issuance of a new Certificate before the General Partner has notice that the Certificate has been acquired by a purchaser for value in good faith and without notice of an adverse claim;

(iii) if requested by the General Partner, delivers to the General Partner a bond, in form and substance satisfactory to the General Partner, with surety or sureties and with fixed or open penalty as the General Partner may direct to indemnify the Partnership, the Partners, the General Partner and the Transfer Agent against any claim that may be made on account of the alleged loss, destruction or theft of the Certificate; and

(iv) satisfies any other reasonable requirements imposed by the General Partner.

If a Limited Partner fails to notify the General Partner within a reasonable period of time after such Limited Partner has notice of the loss, destruction or theft of a Certificate, and a transfer of the Limited Partner Interests represented by the Certificate is registered before the Partnership, the General Partner or the Transfer Agent receives such notification, the Limited Partner shall be precluded from making any claim against the Partnership, the General Partner or the Transfer Agent for such transfer or for a new Certificate.

(c) As a condition to the issuance of any new Certificate under this Section 4.2, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Transfer Agent) reasonably connected therewith.

Section 4.3 Record Holders . The Partnership shall be entitled to recognize the Record Holder as the Partner with respect to any Partnership Interest and, accordingly, shall not be bound to recognize any equitable or other claim to, or interest in, such Partnership Interest on the part of any other Person, regardless of whether the Partnership shall have actual or other notice thereof, except as otherwise provided by law or any applicable rule, regulation, guideline or requirement of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading. Without limiting the foregoing, when a Person (such as a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing) is acting as nominee, agent or in some other representative capacity for another Person in acquiring and/or holding Partnership Interests, as between the Partnership on the one hand, and such other Persons on the other, such representative Person shall be (a) the Record Holder of such Partnership Interest and (b) bound by this Agreement and shall have the rights and obligations of a Partner hereunder as, and to the extent, provided herein.

Section 4.4 Transfer Generally.

(a) The term “transfer,” when used in this Agreement with respect to a Partnership Interest, shall mean a transaction (i) by which the General Partner assigns its General Partner Interest to another Person or by which a holder of Incentive Distribution Rights assigns its Incentive Distribution Rights to another Person, and includes a sale, assignment, gift, pledge, encumbrance, hypothecation, mortgage, exchange or any other disposition by law or otherwise or (ii) by which the holder of a Limited Partner Interest (other than an Incentive Distribution Right) assigns such Limited Partner Interest to another Person who is or becomes a Limited Partner, and includes a sale, assignment, gift, exchange or any other disposition by law or otherwise, excluding a pledge, encumbrance, hypothecation or mortgage but including any transfer upon foreclosure of any pledge, encumbrance, hypothecation or mortgage.

(b) No Partnership Interest shall be transferred, in whole or in part, except in accordance with the terms and conditions set forth in this Article IV. Any transfer or purported transfer of a Partnership Interest not made in accordance with this Article IV shall be, to the fullest extent permitted by law, null and void.

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composite Agreement of limited partnership

(c) Nothing contained in this Agreement shall be construed to prevent a disposition by any stockholder, member, partner or other owner of the General Partner or any Limited Partner of any or all of the shares of stock, membership interests, partnership interests or other ownership interests in the General Partner or Limited Partner and the term “transfer” shall not mean any such disposition.

Section 4.5 Registration and Transfer of Limited Partner Interests.

(a) The General Partner shall keep or cause to be kept on behalf of the Partnership a register in which, subject to such reasonable regulations as it may prescribe and subject to the provisions of Section 4.5(b), the Partnership will provide for the registration and transfer of Limited Partner Interests.

(b) The Partnership shall not recognize any transfer of Limited Partner Interests evidenced by Certificates until the Certificates evidencing such Limited Partner Interests are surrendered for registration of transfer. No charge shall be imposed by the General Partner for such transfer; provided , that as a condition to the issuance of any new Certificate under this Section 4.5, the General Partner may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed with respect thereto. Upon surrender of a Certificate for registration of transfer of any Limited Partner Interests evidenced by a Certificate, and subject to the provisions hereof, the appropriate officers of the General Partner on behalf of the Partnership shall execute and deliver, and in the case of Certificates evidencing Limited Partner Interests for which a Transfer Agent has been appointed, the Transfer Agent shall countersign and deliver, in the name of the holder or the designated transferee or transferees, as required pursuant to the holder’s instructions, one or more new Certificates evidencing the same aggregate number and type of Limited Partner Interests as was evidenced by the Certificate so surrendered.

(c) By acceptance of the transfer of any Limited Partner Interests in accordance with this Section 4.5 and except as provided in Section 4.9, each transferee of a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred to such Person when any such transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee has the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement.

(d) Subject to (i) the foregoing provisions of this Section 4.5, (ii) Section 4.3, (iii) Section 4.8, (iv) with respect to any class or series of Limited Partner Interests, the provisions of any statement of designations or an amendment to this Agreement establishing such class or series, (v) any contractual provisions binding on any Limited Partner and (vi) provisions of applicable law including the Securities Act, Limited Partner Interests (other than the Incentive Distribution Rights) shall be freely transferable.

(e) The General Partner and its Affiliates shall have the right at any time to transfer their Subordinated Units and Common Units (whether issued upon conversion of the Subordinated Units or otherwise) to one or more Persons.

Section 4.6 Transfer of the General Partner’s General Partner Interest.

(a) Subject to Section 4.6(c) below, prior to June 30, 2020, the General Partner shall not transfer all or any part of its General Partner Interest to a Person unless such transfer (i) has been approved by the prior written consent or vote of the holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) or (ii) is of all, but not less than all, of its General Partner Interest to (A) an Affiliate of the General Partner (other than an individual) or (B) another Person (other than an individual) in connection with the merger or consolidation of the General Partner with or into such other Person or the transfer by the General Partner of all or substantially all of its assets to such other Person.

(b) Subject to Section 4.6(c) below, on or after June 30, 2020, the General Partner may at its option transfer all or any part of its General Partner Interest without Unitholder approval.

(c) Notwithstanding anything herein to the contrary, no transfer by the General Partner of all or any part of its General Partner Interest to another Person shall be permitted unless (i) the transferee agrees to assume the rights and duties of the General Partner under this Agreement and to be bound by the provisions of this Agreement, (ii) the Partnership receives an Opinion of Counsel that such transfer would not result in the loss of limited liability under the Delaware Act of any Limited Partner or cause the Partnership to

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be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed) and (iii) such transferee also agrees to purchase all (or the appropriate portion thereof, if applicable) of the partnership or membership interest held by the General Partner as the general partner or managing member, if any, of each other Group Member. In the case of a transfer pursuant to and in compliance with this Section 4.6, the transferee or successor (as the case may be) shall, subject to compliance with the terms of Section 10.2, be admitted to the Partnership as the General Partner effective immediately prior to the transfer of the General Partner Interest, and the business of the Partnership shall continue without dissolution.

Section 4.7 Transfer of Incentive Distribution Rights. Prior to June 30, 2020, a holder of Incentive Distribution Rights may only transfer any or all of the Incentive Distribution Rights held by such holder without any consent of the Unitholders to (a) an Affiliate of such holder (other than an individual), or (b) another Person (other than an individual) in connection with (i) the merger or consolidation of such holder of Incentive Distribution Rights with or into such other Person, (ii) the transfer by such holder of all or substantially all of its assets to such other Person, (iii) the sale of all the ownership interests in such holder or (iv) the pledge, encumbrance, hypothecation or mortgage of the Incentive Distribution Rights in favor a Person providing bona fide debt financing to such holder as security or collateral for such debt financing and the transfer of Incentive Distribution Rights in connection with the exercise of any remedy of such Person in connection therewith, provided, that such holder entered into such debt financing transaction in good faith for a valid purpose other than the intent to circumvent the restrictions on transfer of Incentive Distribution Rights that would otherwise have applied. Any other transfer of the Incentive Distribution Rights prior to June 30, 2020 shall require the prior approval of holders of at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates). On or after June 30, 2020, the General Partner or any other holder of Incentive Distribution Rights may transfer any or all of its Incentive Distribution Rights without Unitholder approval. Notwithstanding anything herein to the contrary, (i) the transfer of Common Units issued pursuant to Section 5.11 shall not be treated as a transfer of all or any part of the Incentive Distribution Rights and (ii) no transfer of Incentive Distribution Rights to another Person shall be permitted unless the transferee agrees to be bound by the provisions of this Agreement; provided, that no such agreement shall be required for the pledge, encumbrance, hypothecation or mortgage of the incentive distribution rights.

Section 4.8 Restrictions on Transfers.

(a) Except as provided in Section 4.8(d) below, but notwithstanding the other provisions of this Article IV, no transfer of any Partnership Interests shall be made if such transfer would (i) violate the then applicable federal or state securities laws or rules and regulations of the Commission, any state securities commission or any other governmental authority with jurisdiction over such transfer, (ii) terminate the existence or qualification of the Partnership under the laws of the jurisdiction of its formation, or (iii) cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed).

(b) The General Partner may impose restrictions on the transfer of Partnership Interests if it determines, with the advice of counsel, that such restrictions are necessary or advisable to (i) avoid a significant risk of the Partnership becoming taxable as a corporation or otherwise becoming taxable as an entity for federal income tax purposes or (ii) preserve the uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may impose such restrictions by amending this Agreement; provided , however , that any amendment that would result in the delisting or suspension of trading of any class of Limited Partner Interests on the principal National Securities Exchange on which such class of Limited Partner Interests is then listed or admitted to trading must be approved, prior to such amendment being effected, by the holders of at least a majority of the Outstanding Limited Partner Interests of such class.

(c) The transfer of a Subordinated Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 6.7. The transfer of a Convertible Class B Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 6.10. The transfer of a Subordinated Class C Unit that has converted into a Common Unit shall be subject to the restrictions imposed by Section 6.11.

(d) Nothing contained in this Article IV, or elsewhere in this Agreement, shall preclude the settlement of any transactions involving Partnership Interests entered into through the facilities of any National Securities Exchange on which such Partnership Interests are listed or admitted to trading.

(e) Each certificate evidencing Partnership Interests shall bear a conspicuous legend in substantially the following form:

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF WILLIAMS PARTNERS L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH

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TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF WILLIAMS PARTNERS L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE WILLIAMS PARTNERS L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). ACCESS MIDSTREAM PARTNERS GP, L.L.C., THE GENERAL PARTNER OF WILLIAMS PARTNERS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF WILLIAMS PARTNERS L.P. BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

Section 4.9 Eligibility Certificates; Ineligible Holders.

(a) If at any time the General Partner determines, with the advice of counsel, that

(i) the Partnership’s status other than as an association taxable as a corporation for U.S. federal income tax purposes or the failure of the Partnership otherwise to be subject to an entity-level tax for U.S. federal, state or local income tax purposes, coupled with the tax status (or lack of proof of the federal income tax status) of one or more Limited Partners, has or will reasonably likely have a material adverse effect on the maximum applicable rate that can be charged to customers by Subsidiaries of the Partnership (a “ Rate Eligibility Trigger ”), or

(ii) any Group Member is subject to any federal, state or local law or regulation that would create a substantial risk of cancellation or forfeiture of any property in which the Group Member has an interest based on the nationality, citizenship or other related status of a Limited Partner (a “ Citizenship Eligibility Trigger ”);

then, the General Partner may adopt such amendments to this Agreement as it determines to be necessary or advisable to (x) in the case of a Rate Eligibility Trigger, obtain such proof of the federal income tax status of the Limited Partners and, to the extent relevant, their beneficial owners, as the General Partner determines to be necessary to establish those Limited Partners whose federal income tax status does not or would not have a material adverse effect on the maximum applicable rate that can be charged to customers by Subsidiaries of the Partnership or (y) in the case of a Citizenship Eligibility Trigger, obtain such proof of the nationality, citizenship or other related status (or, if the General Partner is a nominee holding for the account of another Person, the nationality, citizenship or other related status of such Person) of the Limited Partner as the General Partner determines to be necessary to establish and those Limited Partners whose status as a Limited Partner does not or would not subject any Group Member to a significant risk of cancellation or forfeiture of any of its properties or interests therein.

(b) Such amendments may include provisions requiring all Limited Partners to certify as to their (and their beneficial owners’) status as Eligible Holders upon demand and on a regular basis, as determined by the General Partner, and may require transferees of Units to so certify prior to being admitted to the Partnership as a Limited Partner (any such required certificate, an “ Eligibility Certificate ”).

(c) Such amendments may provide that any Limited Partner who fails to furnish to the General Partner within a reasonable period requested proof of its (and its beneficial owners’) status as an Eligible Holder or if upon receipt of such Eligibility Certificate or other requested information the General Partner determines that a Limited Partner is not an Eligible Holder (such a Limited Partner an “ Ineligible Holder ”), the Limited Partner Interests owned by such Limited Partner shall be subject to redemption in accordance with the provisions of Section 4.10. In addition, the General Partner shall be substituted for all Limited Partners that are Ineligible Holder as the Limited Partner in respect of the Ineligible Holder’s Limited Partner Interests.

(d) The General Partner shall, in exercising voting rights in respect of Limited Partner Interests held by it on behalf of Ineligible Holders, distribute the votes in the same ratios as the votes of Limited Partners (including the General Partner and its Affiliates) in respect of Limited Partner Interests other than those of Ineligible Holders are cast, either for, against or abstaining as to the matter.

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(e) Upon dissolution of the Partnership, an Ineligible Holder shall have no right to receive a distribution in kind pursuant to Section 12.4 but shall be entitled to the cash equivalent thereof, and the Partnership shall provide cash in exchange for an assignment of the Ineligible Holder’s share of any distribution in kind. Such payment and assignment shall be treated for Partnership purposes as a purchase by the Partnership from the Ineligible Holder of his Limited Partner Interest (representing his right to receive his share of such distribution in kind).

(f) At any time after he can and does certify that he has become an Eligible Holder, an Ineligible Holder may, upon application to the General Partner, request that with respect to any Limited Partner Interests of such Ineligible Holder not redeemed pursuant to Section 4.10, such Ineligible Holder be admitted as a Limited Partner, and upon approval of the General Partner, such Ineligible Holder shall be admitted as a Limited Partner and shall no longer constitute an Ineligible Holder and the General Partner shall cease to be deemed to be the Limited Partner in respect of the Ineligible Holder’s Limited Partner Interests.

Section 4.10 Redemption of Partnership Interests of Ineligible Holders.

(a) If at any time a Limited Partner fails to furnish an Eligibility Certification or other information requested within a reasonable period of time specified in amendments adopted pursuant to Section 4.9, or if upon receipt of such Eligibility Certification or other information the General Partner determines, with the advice of counsel, that a Limited Partner is an Ineligible Holder, the Partnership may, unless the Limited Partner establishes to the satisfaction of the General Partner that such Limited Partner is not an Ineligible Holder or has transferred his Limited Partner Interests to a Person who is an Eligible Holder and who furnishes an Eligibility Certification to the General Partner prior to the date fixed for redemption as provided below, redeem the Limited Partner Interest of such Limited Partner as follows:

(i) The General Partner shall, not later than the 30th day before the date fixed for redemption, give notice of redemption to the Limited Partner, at his last address designated on the records of the Partnership or the Transfer Agent, by registered or certified mail, postage prepaid. The notice shall be deemed to have been given when so mailed. The notice shall specify the Redeemable Interests, the date fixed for redemption, the place of payment, that payment of the redemption price will be made upon redemption of the Redeemable Interests (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender of the Certificate evidencing the Redeemable Interests and that on and after the date fixed for redemption no further allocations or distributions to which the Limited Partner would otherwise be entitled in respect of the Redeemable Interests will accrue or be made.

(ii) The aggregate redemption price for Redeemable Interests shall be an amount equal to the Current Market Price (the date of determination of which shall be the date fixed for redemption) of Limited Partner Interests of the class to be so redeemed multiplied by the number of Limited Partner Interests of each such class included among the Redeemable Interests. The redemption price shall be paid, as determined by the General Partner, in cash or by delivery of a promissory note of the Partnership in the principal amount of the redemption price, bearing interest at the rate of 5% annually and payable in three equal annual installments of principal together with accrued interest, commencing one year after the redemption date.

(iii) The Limited Partner or his duly authorized representative shall be entitled to receive the payment for the Redeemable Interests at the place of payment specified in the notice of redemption on the redemption date (or, if later in the case of Redeemable Interests evidenced by Certificates, upon surrender by or on behalf of the Limited Partner or Transferee at the place specified in the notice of redemption, of the Certificate evidencing the Redeemable Interests, duly endorsed in blank or accompanied by an assignment duly executed in blank).

(iv) After the redemption date, Redeemable Interests shall no longer constitute issued and Outstanding Limited Partner Interests.

(b) The provisions of this Section 4.10 shall also be applicable to Limited Partner Interests held by a Limited Partner as nominee of a Person determined to be other than an Eligible Holder.

(c) Nothing in this Section 4.10 shall prevent the recipient of a notice of redemption from transferring his Limited Partner Interest before the redemption date if such transfer is otherwise permitted under this Agreement. Upon receipt of notice of such a transfer, the General Partner shall withdraw the notice of redemption, provided the transferee of such Limited Partner Interest certifies to the satisfaction of the General Partner that he is an Eligible Holder. If the transferee fails to make such certification, such redemption shall be effected from the transferee on the original redemption date.

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ARTICLE V

CAPITAL CONTRIBUTIONS AND ISSUANCE OF PARTNERSHIP INTERESTS

Section 5.1 Organizational Contributions. In connection with the formation of the Partnership under the Delaware Act, the General Partner made an initial Capital Contribution to the Partnership in the amount of $20.00 in exchange for a General Partner Interest equal to a 2% Percentage Interest and has been admitted as the General Partner of the Partnership. The Organizational Limited Partner made an initial Capital Contribution to the Partnership in the amount of $980.00 in exchange for a Limited Partner Interest equal to a 98% Percentage Interest and has been admitted as a Limited Partner of the Partnership. Subsequent to the formation of the Partnership, the Organizational Limited Partner distributed its Limited Partner Interest to the Initial Limited Partners. As of the Closing Date, and effective with the admission of another Limited Partner to the Partnership, the interests of the General Partner and the Initial Limited Partners shall be redeemed as provided in the Contribution Agreement and the initial Capital Contributions of (i) the Organizational Limited Partner shall be refunded to the Initial Limited Partners and (ii) the General Partner shall be refunded to the General Partner. Ninety-eight percent of any interest or other profit that may have resulted from the investment or other use of such initial Capital Contributions shall be allocated and distributed to the Initial Limited Partners, and the balance thereof shall be allocated and distributed to the General Partner, as provided in the Contribution Agreement.

Section 5.2 Contributions by the General Partner and its Affiliates.

(a) On the Closing Date and pursuant to the Contribution Agreement: (i) the General Partner shall contribute to the Partnership, as a Capital Contribution, the GP Interest (as defined in the Contribution Agreement), in exchange for (A) a continuation of its General Partner Interest equal to a 2% Percentage Interest (after giving effect to any exercise of the Over-Allotment Option and the Deferred Issuance and Distribution), subject to all of the rights, privileges and duties of the General Partner under this Agreement, and (B) the Incentive Distribution Rights; (ii) Chesapeake Holdings shall contribute to the Partnership, as a Capital Contribution, the Holdings LP Interest (as defined in the Contribution Agreement) in exchange for 23,913,061 Common Units and 34,538,061 Subordinated Units; (iii) GIP‑A shall contribute to the Partnership, as a Capital Contribution, the GIP‑A LP Interest (as defined in the Contribution Agreement) in exchange for 7,287,810 Common Units, 12,144,753 Subordinated Units and the right to receive 35.1633907% of the Deferred Issuance and Distribution; (iv) GIP‑B shall contribute to the Partnership, as a Capital Contribution, the GIP‑B LP Interest (as defined in the Contribution Agreement) in exchange for 2,826,853 Common Units, 4,710,802 Subordinated Units and the right to receive 13.6394516% of the Deferred Issuance and Distribution; and (v) GIP‑C shall contribute to the Partnership, as a Capital Contribution, the GIP‑C LP Interest (as defined in the Contribution Agreement) in exchange for 10,610,898 Common Units, 17,682,506 Subordinated Units and the right to receive 51.1971577% of the Deferred Issuance and Distribution.

(b) Upon the issuance of any additional Limited Partner Interests by the Partnership (other than the Common Units issued in the Initial Offering, the Common Units and Subordinated Units issued pursuant to Section 5.2(a) (including any Common Units issued pursuant to the Deferred Issuance and Distribution), the Common Units issued upon conversion of the Subordinated Units and any Common Units issued pursuant to Section 5.11), the General Partner may, in order to maintain its Percentage Interest, make additional Capital Contributions in an amount equal to the product obtained by multiplying (i) the quotient determined by dividing (A) the General Partner’s Percentage Interest by (B) 100 less the General Partner’s Percentage Interest times (ii) the amount contributed to the Partnership by the Limited Partners in exchange for such additional Limited Partner Interests. Except as set forth in Section 12.8, the General Partner shall not be obligated to make any additional Capital Contributions to the Partnership.

Section 5.3 Contributions by Initial Limited Partners.

(a) On the Closing Date and pursuant to the Underwriting Agreement, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.

(b) Upon the exercise, if any, of the Over-Allotment Option, each Underwriter shall contribute cash to the Partnership in exchange for the issuance by the Partnership of Common Units to each Underwriter, all as set forth in the Underwriting Agreement.

(c) No Limited Partner will be required to make any additional Capital Contribution to the Partnership pursuant to this Agreement.

Section 5.4 Interest and Withdrawal. No interest shall be paid by the Partnership on Capital Contributions. No Partner shall be entitled to the withdrawal or return of its Capital Contribution, except to the extent, if any, that distributions made pursuant to this Agreement or upon liquidation of the Partnership may be considered as such by law and then only to the extent provided for in this

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Agreement. Except to the extent expressly provided in this Agreement, no Partner shall have priority over any other Partner either as to the return of Capital Contributions or as to profits, losses or distributions. Any such return shall be a compromise to which all Partners agree within the meaning of Section 17‑502(b) of the Delaware Act.

Section 5.5 Capital Accounts.

(a) The Partnership shall maintain for each Partner (or a beneficial owner of Partnership Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method acceptable to the General Partner) owning a Partnership Interest a separate Capital Account with respect to such Partnership Interest in accordance with the rules of Treasury Regulation Section 1.704‑1(b)(2)(iv). Such Capital Account shall be increased by (i) the amount of all Capital Contributions made to the Partnership with respect to such Partnership Interest and (ii) all items of Partnership income and gain (including income and gain exempt from tax) computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1, and decreased by (x) the amount of cash or Net Agreed Value of all actual and deemed distributions of cash or property made with respect to such Partnership Interest and (y) all items of Partnership deduction and loss computed in accordance with Section 5.5(b) and allocated with respect to such Partnership Interest pursuant to Section 6.1.

(b) For purposes of computing the amount of any item of income, gain, loss or deduction that is to be allocated pursuant to Article VI and is to be reflected in the Partners’ Capital Accounts, the determination, recognition and classification of any such item shall be the same as its determination, recognition and classification for federal income tax purposes (including any method of depreciation, cost recovery or amortization used for that purpose), provided , that:

(i) Solely for purposes of this Section 5.5, the Partnership shall be treated as owning directly its proportionate share (as determined by the General Partner based upon the provisions of the applicable Group Member Agreement) of all property owned by (x) any other Group Member that is classified as a partnership for federal income tax purposes and (y) any other partnership, limited liability company, unincorporated business or other entity classified as a partnership for federal income tax purposes of which a Group Member is, directly or indirectly, a partner, member or other equity holder.

(ii) All fees and other expenses incurred by the Partnership to promote the sale of (or to sell) a Partnership Interest that can neither be deducted nor amortized under Section 709 of the Code, if any, shall, for purposes of Capital Account maintenance, be treated as an item of deduction at the time such fees and other expenses are incurred and shall be allocated among the Partners pursuant to Section 6.1.

(iii) Except as otherwise provided in Treasury Regulation Section 1.704-1(b)(2)(iv)(m), the computation of all items of income, gain, loss and deduction shall be made without regard to any election under Section 754 of the Code that may be made by the Partnership and, as to those items described in Section 705(a)(1)(B) or 705(a)(2)(B) of the Code, without regard to the fact that such items are not includable in gross income or are neither currently deductible nor capitalized for federal income tax purposes. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704‑1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment in the Capital Accounts shall be treated as an item of gain or loss.

(iv) Any income, gain or loss attributable to the taxable disposition of any Partnership property shall be determined as if the adjusted basis of such property as of such date of disposition were equal in amount to the Partnership’s Carrying Value with respect to such property as of such date.

(v) In accordance with the requirements of Section 704(b) of the Code, any deductions for depreciation, cost recovery or amortization attributable to any Contributed Property shall be determined as if the adjusted basis of such property on the date it was acquired by the Partnership were equal to the Agreed Value of such property. Upon an adjustment pursuant to Section 5.5(d) to the Carrying Value of any Partnership property subject to depreciation, cost recovery or amortization, any further deductions for such depreciation, cost recovery or amortization attributable to such property shall be determined under the rules prescribed by Treasury Regulation Section 1.704‑3(d)(2) as if the adjusted basis of such property were equal to the Carrying Value of such property immediately following such adjustment.

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(vi) The Gross Liability Value of each Liability of the Partnership described in Treasury Regulation Section 1.752‑7(b)(3)(i) shall be adjusted at such times as provided in this Agreement for an adjustment to Carrying Values. The amount of any such adjustment shall be treated for purposes hereof as an item of loss (if the adjustment increases the Carrying Value of such Liability of the Partnership) or an item of gain (if the adjustment decreases the Carrying Value of such Liability of the Partnership).

(c) (i) A transferee of a Partnership Interest shall succeed to a pro rata portion of the Capital Account of the transferor relating to the Partnership Interest so transferred.

(ii) Subject to Section 6.7(c), immediately prior to the transfer of a Subordinated Unit or of a Subordinated Unit that has converted into a Common Unit pursuant to Section 5.7 by a holder thereof (other than a transfer to an Affiliate unless the General Partner elects to have this subparagraph 5.5(c)(ii) apply), the Capital Account maintained for such Person with respect to its Subordinated Units or converted Subordinated Units will (A) first, be allocated to the Subordinated Units or converted Subordinated Units to be transferred in an amount equal to the product of (x) the number of such Subordinated Units or converted Subordinated Units to be transferred and (y) the Per Unit Capital Amount for a Common Unit, and (B) second, any remaining balance in such Capital Account will be retained by the transferor, regardless of whether it has retained any Subordinated Units or converted Subordinated Units. Following any such allocation, the transferor’s Capital Account, if any, maintained with respect to the retained Subordinated Units or retained converted Subordinated Units, if any, will have a balance equal to the amount allocated under clause (B) hereinabove, and the transferee’s Capital Account established with respect to the transferred Subordinated Units or transferred converted Subordinated Units will have a balance equal to the amount allocated under clause (A) hereinabove.

(d) (i) Consistent with Treasury Regulation Section 1.704‑1(b)(2)(iv)(f), on an issuance of additional Partnership Interests for cash or Contributed Property, the issuance of Partnership Interests as consideration for the provision of services, or the conversion of the General Partner’s Combined Interest to Common Units pursuant to Section 11.3(b), the Carrying Value of each Partnership property immediately prior to such issuance shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, and any such Unrealized Gain or Unrealized Loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property for an amount equal to its fair market value immediately prior to such issuance and had been allocated among the Partners at such time pursuant to Section 6.1 in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated; provided , however , that in the event of an issuance of Partnership Interests for a de minimis amount of cash or Contributed Property, or in the event of an issuance of a de minimis amount of Partnership Interests as consideration for the provision of services, the General Partner may determine that such adjustments are unnecessary for the proper administration of the Partnership. In determining such Unrealized Gain or Unrealized Loss, the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to the issuance of additional Partnership Interests shall be determined by the General Partner using such method of valuation as it may adopt. In making its determination of the fair market values of individual properties, the General Partner may determine that it is appropriate to first determine an aggregate value for the Partnership, based on the current trading price of the Common Units, and taking fully into account the fair market value of the Partnership Interests of all Partners at such time, and then allocate such aggregate value among the individual properties of the Partnership (in such manner as it determines appropriate).

(ii) In accordance with Treasury Regulation Section 1.704‑1(b)(2)(iv)(f), immediately prior to any actual or deemed distribution to a Partner of any Partnership property (other than a distribution of cash that is not in redemption or retirement of a Partnership Interest), the Carrying Value of all Partnership property shall be adjusted upward or downward to reflect any Unrealized Gain or Unrealized Loss attributable to such Partnership property, and any such Unrealized Gain or Unrealized Loss shall be treated, for purposes of maintaining Capital Accounts, as if it had been recognized on an actual sale of each such property immediately prior to such distribution for an amount equal to its fair market value, and had been allocated among the Partners, at such time, pursuant to Section 6.1 in the same manner as any item of gain or loss actually recognized following an event giving rise to the dissolution of the Partnership would have been allocated. In determining such Unrealized Gain or Unrealized Loss the aggregate fair market value of all Partnership property (including cash or cash equivalents) immediately prior to a distribution shall (A) in the case of an actual distribution that is not made pursuant to Section 12.4 or in the case of a deemed distribution, be determined in the same manner as that provided in Section 5.5(d)(i) or (B) in the case of a liquidating distribution pursuant to Section 12.4, be determined by the Liquidator using such method of valuation as it may adopt.

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Section 5.6 Issuances of Additional Partnership Interests.

(a) The Partnership may issue additional Partnership Interests and options, rights, warrants and appreciation rights relating to the Partnership Interests (including as described in Section 7.4(c)) for any Partnership purpose at any time and from time to time to such Persons for such consideration and on such terms and conditions as the General Partner shall determine, all without the approval of any Limited Partners.

(b) Each additional Partnership Interest authorized to be issued by the Partnership pursuant to Section 5.6(a) may be issued in one or more classes, or one or more series of any such classes, with such designations, preferences, rights, powers and duties (which may be senior to existing classes and series of Partnership Interests), as shall be fixed by the General Partner, including (i) the right to share in Partnership profits and losses or items thereof; (ii) the right to share in Partnership distributions; (iii) the rights upon dissolution and liquidation of the Partnership; (iv) whether, and the terms and conditions upon which, the Partnership may or shall be required to redeem the Partnership Interest (including sinking fund provisions); (v) whether such Partnership Interest is issued with the privilege of conversion or exchange and, if so, the terms and conditions of such conversion or exchange; (vi) the terms and conditions upon which each Partnership Interest will be issued, evidenced by certificates and assigned or transferred; (vii) the method for determining the Percentage Interest as to such Partnership Interest; and (viii) the right, if any, of each such Partnership Interest to vote on Partnership matters, including matters relating to the relative rights, preferences and privileges of such Partnership Interest.

(c) The General Partner shall take all actions that it determines to be necessary or appropriate in connection with (i) each issuance of Partnership Interests and options, rights, warrants and appreciation rights relating to Partnership Interests pursuant to this Section 5.6, including Common Units issued in connection with the Deferred Issuance and Distribution, (ii) the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, (iii) the issuance of Common Units pursuant to Section 5.11, (iv) reflecting admission of such additional Limited Partners in the books and records of the Partnership as the Record Holder of such Limited Partner Interest and (v) all additional issuances of Partnership Interests. The General Partner shall determine the relative rights, powers and duties of the holders of the Units or other Partnership Interests being so issued. The General Partner shall do all things necessary to comply with the Delaware Act and is authorized and directed to do all things that it determines to be necessary or appropriate in connection with any future issuance of Partnership Interests or in connection with the conversion of the Combined Interest into Units pursuant to the terms of this Agreement, including compliance with any statute, rule, regulation or guideline of any federal, state or other governmental agency or any National Securities Exchange on which the Units or other Partnership Interests are listed or admitted to trading.

(d) No fractional Units shall be issued by the Partnership.

Section 5.7 Conversion of Subordinated Units.

(a) All of the Subordinated Units shall convert into Common Units on a one-for-one basis on the first Business Day following the distribution of Available Cash to Partners pursuant to Section 6.3(a) in respect of the final Quarter of the Subordination Period.

(b) Notwithstanding any other provision of this Agreement, all the then Outstanding Subordinated Units may convert into Common Units on a one-for-one basis as set forth in, and pursuant to the terms of, Section 11.4.

Section 5.8 Limited Preemptive Right. Except as provided in this Section 5.8 and in Section 5.2 or as otherwise provided in a separate agreement by the Partnership, no Person shall have any preemptive, preferential or other similar right with respect to the issuance of any Partnership Interest, whether unissued, held in the treasury or hereafter created. The General Partner shall have the right, which it may from time to time assign in whole or in part to any of its Affiliates or the beneficial owners thereof or any of their respective Affiliates, to purchase Partnership Interests from the Partnership whenever, and on the same terms that, the Partnership issues Partnership Interests to Persons other than the General Partner and its Affiliates or such beneficial owners or any of their respective Affiliates, to the extent necessary to maintain the Percentage Interests of the General Partner and its Affiliates and such beneficial owners or any of their respective Affiliates equal to that which existed immediately prior to the issuance of such Partnership Interests.

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Section 5.9 Splits and Combinations.

(a) Subject to Section 5.9(d), Section 6.6 and Section 6.9 (dealing with adjustments of distribution levels), the Partnership may make a Pro Rata distribution of Partnership Interests to all Record Holders or may effect a subdivision or combination of Partnership Interests so long as, after any such event, each Partner shall have the same Percentage Interest in the Partnership as before such event, and any amounts calculated on a per Unit basis (including any Common Unit Arrearage or Cumulative Common Unit Arrearage) or stated as a number of Units are proportionately adjusted retroactive to the beginning of the Partnership.

(b) Whenever such a distribution, subdivision or combination of Partnership Interests is declared, the General Partner shall select a Record Date as of which the distribution, subdivision or combination shall be effective and shall send notice thereof at least 20 days prior to such Record Date to each Record Holder as of a date not less than 10 days prior to the date of such notice. The General Partner also may cause a firm of independent public accountants selected by it to calculate the number of Partnership Interests to be held by each Record Holder after giving effect to such distribution, subdivision or combination. The General Partner shall be entitled to rely on any certificate provided by such firm as conclusive evidence of the accuracy of such calculation.

(c) Promptly following any such distribution, subdivision or combination, the Partnership may issue Certificates to the Record Holders of Partnership Interests as of the applicable Record Date representing the new number of Partnership Interests held by such Record Holders, or the General Partner may adopt such other procedures that it determines to be necessary or appropriate to reflect such changes. If any such combination results in a smaller total number of Partnership Interests Outstanding, the Partnership shall require, as a condition to the delivery to a Record Holder of such new Certificate, the surrender of any Certificate held by such Record Holder immediately prior to such Record Date.

(d) The Partnership shall not issue fractional Units upon any distribution, subdivision or combination of Units. If a distribution, subdivision or combination of Units would result in the issuance of fractional Units but for the provisions of Section 5.6(d) and this Section 5.9(d), each fractional Unit shall be rounded to the nearest whole Unit (and a 0.5 Unit shall be rounded to the next higher Unit).

Section 5.10 Fully Paid and Non-Assessable Nature of Limited Partner Interests. All Limited Partner Interests issued pursuant to, and in accordance with the requirements of, this Article V shall be fully paid and non-assessable Limited Partner Interests in the Partnership, except as such non-assessability may be affected by Section 17‑607 or 17‑804 of the Delaware Act.

Section 5.11 Issuance of Common Units in Connection with Reset of Incentive Distribution Rights.

(a) Subject to the provisions of this Section 5.11, the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right, at any time when there are no Subordinated Units outstanding and the Partnership has made a distribution pursuant to Section 6.4(b)(v) for each of the four most recently completed Quarters and the amount of each such distribution did not exceed Adjusted Operating Surplus for such Quarter, to make an election (the “ IDR Reset Election ”) to cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive their respective proportionate share of a number of Common Units (the “ IDR Reset Common Units ”) derived by dividing (i) the average amount of cash distributions made by the Partnership for the two full Quarters immediately preceding the giving of the Reset Notice (as defined in Section 5.11(b)) in respect of the Incentive Distribution Rights by (ii) the average of the cash distributions made by the Partnership in respect of each Common Unit for the two full Quarters immediately preceding the giving of the Reset Notice (the “ Reset MQD ”) (the number of Common Units determined by such quotient is referred to herein as the “ Aggregate Quantity of IDR Reset Common Units ”). The Percentage Interest of the General Partner after the issuance of the Aggregate Quantity of IDR Reset Common Units shall equal the Percentage Interest of the General Partner prior to the issuance of the Aggregate Quantity of IDR Reset Common Units and the General Partner shall not be obligated to make any additional Capital Contribution to the Partnership in order to maintain its Percentage Interest in connection therewith. The making of the IDR Reset Election in the manner specified in Section 5.11(b) shall cause the Minimum Quarterly Distribution and the Target Distributions to be reset in accordance with the provisions of Section 5.11(e) and, in connection therewith, the holder or holders of the Incentive Distribution Rights will become entitled to receive Common Units on the basis specified above, without any further approval required by the General Partner or the Unitholders, at the time specified in Section 5.11(c) unless the IDR Reset Election is rescinded pursuant to Section 5.11(d).

(b) To exercise the right specified in Section 5.11(a), the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall deliver a

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written notice (the “Reset Notice”) to the Partnership. Within 10 Business Days after the receipt by the Partnership of such Reset Notice, as the case may be, the Partnership shall deliver a written notice to the holder or holders of the Incentive Distribution Rights of the Partnership’s determination of the aggregate number of Common Units which each holder of Incentive Distribution Rights will be entitled to receive.

(c) The holder or holders of the Incentive Distribution Rights will be entitled to receive the Aggregate Quantity of IDR Reset Common Units on the fifteenth Business Day after receipt by the Partnership of the Reset Notice; provided , however , that the issuance of Common Units to the holder or holders of the Incentive Distribution Rights shall not occur prior to the approval of the listing or admission for trading of such Common Units by the principal National Securities Exchange upon which the Common Units are then listed or admitted for trading if any such approval is required pursuant to the rules and regulations of such National Securities Exchange.

(d) If the principal National Securities Exchange upon which the Common Units are then traded has not approved the listing or admission for trading of the Common Units to be issued pursuant to this Section 5.11 on or before the 30th calendar day following the Partnership’s receipt of the Reset Notice and such approval is required by the rules and regulations of such National Securities Exchange, then the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights) shall have the right to either rescind the IDR Reset Election or elect to receive other Partnership Interests having such terms as the General Partner may approve, with the approval of the Conflicts Committee, that will provide (i) the same economic value, in the aggregate, as the Aggregate Quantity of IDR Reset Common Units would have had at the time of the Partnership’s receipt of the Reset Notice, as determined by the General Partner, and (ii) for the subsequent conversion of such Partnership Interests into Common Units within not more than 12 months following the Partnership’s receipt of the Reset Notice upon the satisfaction of one or more conditions that are reasonably acceptable to the holder of the Incentive Distribution Rights (or, if there is more than one holder of the Incentive Distribution Rights, the holders of a majority in interest of the Incentive Distribution Rights).

(e) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution shall be adjusted at the time of the issuance of Common Units or other Partnership Interests pursuant to this Section 5.11 such that (i) the Minimum Quarterly Distribution shall be reset to equal to the Reset MQD, (ii) the First Target Distribution shall be reset to equal 115% of the Reset MQD, (iii) the Second Target Distribution shall be reset to equal to 125% of the Reset MQD and (iv) the Third Target Distribution shall be reset to equal 150% of the Reset MQD.

(f) Upon the issuance of IDR Reset Common Units pursuant to Section 5.11(a), the Capital Account maintained with respect to the Incentive Distribution Rights shall (A) first, be allocated to IDR Reset Common Units in an amount equal to the product of (x) the Aggregate Quantity of IDR Reset Common Units and (y) the Per Unit Capital Amount for an Initial Common Unit, and (B) second, any remaining balance in such Capital Account will be retained by the holder of the Incentive Distributions Rights. In the event that there is not a sufficient Capital Account associated with the Incentive Distribution Rights to allocate the full Per Unit Capital Amount for an Initial Common Unit to the IDR Reset Common Units in accordance with clause (A) of this Section 5.11(f), the IDR Reset Common Units shall be subject to Sections 6.1(d)(x)(B) and (C).

Section 5.12 Establishment of Convertible Class B Units

(a) The General Partner hereby designates and creates a series of Units to be designated as “Convertible Class B Units,” having the terms and conditions set forth herein.

(b) The holders of the Convertible Class B Units shall have rights upon dissolution and liquidation of the Partnership, including the right to share in any liquidating distributions pursuant to Section 12.4, in accordance with Article XII.

(i) Effective from the business day after the record date for the distribution on Common Units for the fiscal quarter ending December 31, 2014, each Convertible Class B Unit shall become convertible at the election of the holder thereof or the Partnership into a Common Unit on a one-for-one basis by delivery of written notice to the Partnership or the holder thereof, as applicable, setting forth the number of Convertible Class B Units held by the holder, the number of Convertible Class B Units it is electing to convert, and other applicable information as may be reasonably requested by the Partnership or the holder thereof, as applicable (such date on which a holder or the Partnership elects to convert a Convertible Class B Unit, a “Convertible Class B Conversion Date”). If such Convertible Class B Units are Certificated, a Convertible Class B Unit Certificate shall be

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delivered by the holder to the Transfer Agent representing an amount of Convertible Class B Units at least equal to the amount such holder or the Partnership, as applicable, is electing to convert (or an instruction letter shall be delivered by the holder to the Transfer Agent if the Convertible Class B Units are in book-entry form), together with such additional information as may be requested by the Transfer Agent. Thereafter, the Partnership shall take commercially reasonable steps to complete the conversion in accordance with this Section 5.12(c). In the case of any Certificate representing Convertible Class B Units which are converted in part only, upon such conversion the Transfer Agent shall authenticate and deliver to the holder of Convertible Class B Units thereof, at the expense of the Partnership, a new Certificate representing the number of Convertible Class B Units not so converted.

(ii) Upon conversion, the rights of a holder of converted Convertible Class B Units as holder of Convertible Class B Units shall cease with respect to such converted Convertible Class B Units, including any rights under this Agreement with respect to holders of Convertible Class B Units, and such Person shall continue to be a Limited Partner and have the rights of a holder of Common Units under this Agreement with respect to the Common Units received in such conversion. Each Convertible Class B Unit shall, upon its Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the issuance of the Common Unit into which such Convertible Class B Unit converted.

(iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Convertible Class B Units. However, the holder shall pay any tax or duty that may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation.

(iv) (A) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all Outstanding Convertible Class B Units into Common Units to the extent provided in, and in accordance with, this Section 5.12(c).

(A)

(B) All Common Units delivered upon conversion of the Convertible Class B Units shall be newly issued, shall be duly authorized and validly issued, and shall be free from preemptive rights and free of any lien or adverse claim.

(C) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Convertible Class B Units and, if the Common Units are then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Convertible Class B Units to the extent permitted or required by the rules of such exchange or market.

(D) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Convertible Class B Units any rights as a creditor in respect of its right to conversion.

(d) Allocations . Except as otherwise provided in this Agreement, during the period commencing upon issuance of the Convertible Class B Units and ending on the Convertible Class B Conversion Date, all items of Partnership income, gain, loss, deduction and credit, including Unrealized Gain or Unrealized Loss to be allocated to the Partners pursuant to Section 6.1(c), shall be allocated to the Convertible Class B Units to the same extent as such items would be so allocated if such Convertible Class B Units were Common Units that were then Outstanding.

(e) Distributions .

(i) Prior to the Class B Conversion Date, the Convertible Class B Units shall not be entitled to receive distributions of Available Cash pursuant to Section 6.3(a). Convertible Class B Units shall receive distributions of paid-in-kind additional Convertible Class B Units (such distribution, a “Convertible Class B Unit Distribution”) for each distribution period that distributions are made with respect to Common Units, including distributions for Common Unit Arrearages. The number of Units to be issued in connection with a Convertible Class B Unit Distribution shall be the quotient of (A) the amount of the distribution declared for the Common Units for the applicable distribution period divided by (B) the VWAP Price calculated as

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of the date such quarterly distribution on all Units is declared; provided that instead of issuing any fractional Convertible Class B Units, the Partnership shall round the number of Convertible Class B Units issued down to the next lower whole Convertible Class B Unit and pay cash in lieu of such fractional units, or at the Partnership’s option, the Partnership may round the number of Convertible Class B Units issued up to the next higher whole Convertible Class B Unit. Any Convertible Class B Units issued pursuant to this Section 5.12(e) shall have all rights of a Convertible Class B Unit, including rights to distributions in any period subsequent to such Convertible Class B Unit issuance.

(ii) Notwithstanding anything in this Section 5.12(e) to the contrary, with respect to Convertible Class B Units that are converted into Common Units, the holder thereof shall not be entitled to a Convertible Class B Unit Distribution and a Common Unit distribution with respect to the same distribution period, but shall be entitled only to the distribution to be paid based upon the class of Units held as of the close of business on the applicable Record Date.

(iii) For each Convertible Class B Unit Distribution, the Partnership shall issue the Convertible Class B Units to such holder no later than the date the corresponding distributions are made on the Common Units for such distribution period. The Partnership shall issue to such holder of Convertible Class B Units by notation in book entry form in the books of the Transfer Agent, or at the election of such holder, a physical certificate.

(iv) Subject to and without limiting the other provisions of this Section 5.12, and subject to Section 12.4(c), each Convertible Class B Unit shall have the right to share in distributions of cash, securities or other property and in the form of such cash, securities or other property (other than distributions pursuant to Section 6.3(a)) on a Pro Rata basis with the Common Units as if the Convertible Class B Units had converted to Common Units.

(f) Voting . The Convertible Class B Units will have such voting rights pursuant to the Agreement as such Convertible Class B Units would have if they were Common Units that were then Outstanding and shall vote together with the Common Units as a single class, except that the Convertible Class B Units shall be entitled to vote as a separate class on any matter on which Unitholders are entitled to vote that adversely affects the rights or preferences of the Convertible Class B Units in relation to other classes of Partnership Interests in any material respect or as required by law. The approval of a majority of the Convertible Class B Units shall be required to approve any matter for which the holders of the Convertible Class B Units are entitled to vote as a separate class.

(g) Merger and other Extraordinary Transactions . Subject to Section 12.4(c), if (1) there shall be (a) a statutory unit exchange, consolidation, merger or combination involving the Partnership, other than a merger in which the Partnership is the continuing partnership and which does not result in any change (other than as a result of a subdivision or combination pursuant Section 6.3(d)) in Outstanding Common Units; or (b) a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Partnership, directly or indirectly, to another Person; and (2) pursuant to such statutory unit exchange, consolidation, merger, combination, sale or conveyance, Outstanding Common Units are converted or exchanged into or for stock (other than Common Units), other securities, other property, assets or cash, then each Convertible Class B Unit (including the Convertible Class B Units issued as a distribution) shall, as a condition precedent to such statutory unit exchange, consolidation, merger, combination, sale or conveyance, be converted into a Common Unit on a one-for-one basis; provided, however, notwithstanding the foregoing, no Unitholder shall receive consideration which is greater in amount than the balance of such Unitholder’s Capital Account after taking into account all adjustments, including allocations of income, gain, loss and deduction through the date of such merger or other extraordinary transaction.

(h) Convertible Class B Minority Protection . Notwithstanding anything herein to the contrary, the Partnership shall not take any action that adversely affects any of the rights, preferences or privileges of the Convertible Class B Units. Notwithstanding anything herein to the contrary, until all Convertible Class B Units are converted pursuant to Section 5.12(c), the Partnership shall not issue any equity securities (other than Common Units, the Subordinated Class C Units being issued pursuant to the Subscription Agreement and any additional General Partner Interest pursuant to Section 5.2(b)) unless the holders of a majority of the outstanding Convertible Class B Units approve such issuance.

Section 5.13 Establishment of Subordinated Class C Units

(a) The General Partner hereby designates and creates a series of Units to be designated as “Subordinated Class C Units,” having the terms and conditions set forth herein. Except as otherwise provided in this Agreement, the Subordinated Class C Units shall be treated as if such Subordinated Class C Units were Common Units that were then Outstanding.

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(b) The holders of the Subordinated Class C Units shall have rights upon dissolution and liquidation of the Partnership, including the right to share in any liquidating distributions pursuant to Section 12.4, in accordance with Article XII.

(i) The Subordinated Class C Units shall not have the privilege of conversion as set forth in Section 5.7 of this Agreement (and Section 5.7 shall not apply to Subordinated Class C Units), rather, subject to Section 6.11, effective on the business day after the record date for the distribution on Common Units for the fiscal quarter ending December 31, 2013, each Subordinated Class C Unit shall become convertible at the election of the holder thereof or the Partnership into a Common Unit on a one-for-one basis by delivery of written notice to the Partnership or the holder thereof, as applicable, setting forth the number of Subordinated Class C Units held by the holder, the number of Subordinated Class C Units it is electing to convert, and other applicable information as may be reasonably requested by the Partnership or the holder thereof, as applicable (such date on which a holder or the Partnership elects to convert a Subordinated Class C Unit, a “Subordinated Class C Conversion Date”). If such Subordinated Class C Units are Certificated, a Subordinated Class C Unit Certificate shall be delivered by the holder to the Transfer Agent representing an amount of Subordinated Class C Units at least equal to the amount such holder or the Partnership, as applicable, is electing to convert (or an instruction letter shall be delivered by the holder to the Transfer Agent if the Subordinated Class C Units are in book-entry form), together with such additional information as may be requested by the Transfer Agent. Thereafter, the Partnership shall take commercially reasonable steps to complete the conversion in accordance with this Section 5.13(c). In the case of any Certificate representing Subordinated Class C Units which are converted in part only, upon such conversion the Transfer Agent shall authenticate and deliver to the holder of Subordinated Class C Units thereof, at the expense of the Partnership, a new Certificate representing the number of Subordinated Class C Units not so converted.

(ii) Upon conversion, the rights of a holder of converted Subordinated Class C Units as holder of Subordinated Class C Units shall cease with respect to such converted Subordinated Class C Units, including any rights under this Agreement with respect to holders of Subordinated Class C Units, and such Person shall continue to be a Limited Partner and have the rights of a holder of Common Units under this Agreement with respect to the Common Units received in such conversion. Each Subordinated Class C Unit shall, upon its Conversion Date, be deemed to be transferred to, and cancelled by, the Partnership in exchange for the issuance of the Common Unit into which such Subordinated Class C Unit converted.

(iii) The Partnership shall pay any documentary, stamp or similar issue or transfer taxes or duties relating to the issuance or delivery of Common Units upon conversion of the Subordinated Class C Units. However, the holder shall pay any tax or duty that may be payable relating to any transfer involving the issuance or delivery of Common Units in a name other than the holder’s name. The Transfer Agent may refuse to deliver the Certificate representing Common Units (or notation of book entry) being issued in a name other than the holder’s name until the Transfer Agent receives a sum sufficient to pay any tax or duties which will be due because the Common Units are to be issued in a name other than the holder’s name. Nothing herein shall preclude any tax withholding required by law or regulation.

(iv) (A) The Partnership shall keep free from preemptive rights a sufficient number of Common Units to permit the conversion of all Outstanding Subordinated Class C Units into Common Units to the extent provided in, and in accordance with, this Section 5.13(c).

(A)

(B) All Common Units delivered upon conversion of the Subordinated Class C Units shall be newly issued, shall be duly authorized and validly issued, and shall be free from preemptive rights and free of any lien or adverse claim.

(C) The Partnership shall comply with all applicable securities laws regulating the offer and delivery of any Common Units upon conversion of Subordinated Class C Units and, if the Common Units are then listed or quoted on the New York Stock Exchange, or any other National Securities Exchange or other market, shall list or cause to have quoted and keep listed and quoted the Common Units issuable upon conversion of the Subordinated Class C Units to the extent permitted or required by the rules of such exchange or market.

(D) Notwithstanding anything herein to the contrary, nothing herein shall give to any holder of Subordinated Class C Units any rights as a creditor in respect of its right to conversion.

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(d) Allocations . Except as otherwise provided in this Agreement, during the period commencing upon issuance of the Subordinated Class C Units and ending on the Subordinated Class C Conversion Date, all items of Partnership income, gain, loss, deduction and credit, including Unrealized Gain or Unrealized Loss to be allocated to the Partners pursuant to Section 6.1(c), shall be allocated to the Subordinated Class C Units to the same extent as such items would be so allocated if such Subordinated Class C Units were Subordinated Units that were then Outstanding.

(e) Distributions .

(i) Subordinated Class C Units shall be entitled to distributions as provided in Section 6.4 (the “ Subordinated Class C Unit Distribution ”).

(ii) Notwithstanding anything in this Section 5.13(e) to the contrary, with respect to Subordinated Class C Units that are converted into Common Units, the holder thereof shall not be entitled to a Subordinated Class C Unit Distribution and a Common Unit distribution with respect to the same distribution period, but shall be entitled only to the distribution to be paid based upon the class of Units held as of the close of business on the applicable Record Date.

(iii) Subject to and without limiting the other provisions of this Section 5.13, and subject to Section 12.4(c), each Subordinated Class C Unit shall have the right to share in distributions of cash, securities or other property and in the form of such cash, securities or other property (other than distributions pursuant to Section 6.3(a)) on a Pro Rata basis with the Common Units as if the Subordinated Class C Units had converted to Common Units.

(f) Voting . The Subordinated Class C Units will have such voting rights pursuant to the Agreement as such Subordinated Class C Units would have if they were Common Units that were then Outstanding and shall vote together with the Common Units as a single class, except that the Subordinated Class C Units shall be entitled to vote as a separate class on any matter on which Unitholders are entitled to vote that adversely affects the rights or preferences of the Subordinated Class C Units in relation to other classes of Partnership Interests in any material respect or as required by law. The approval of a majority of the Subordinated Class C Units shall be required to approve any matter for which the holders of the Subordinated Class C Units are entitled to vote as a separate class.

(g) Merger and other Extraordinary Transactions . Subject to Section 12.4(c), if (1) there shall be (a) a statutory unit exchange, consolidation, merger or combination involving the Partnership, other than a merger in which the Partnership is the continuing partnership and which does not result in any change (other than as a result of a subdivision or combination pursuant Section 6.3(e)) in Outstanding Common Units; or (b) a sale or conveyance as an entirety or substantially as an entirety of the property and assets of the Partnership, directly or indirectly, to another Person; and (2) pursuant to such statutory unit exchange, consolidation, merger, combination, sale or conveyance, Outstanding Common Units are converted or exchanged into or for stock (other than Common Units), other securities, other property, assets or cash, then each Subordinated Class C Unit shall, as a condition precedent to such statutory unit exchange, consolidation, merger, combination, sale or conveyance, be converted into a Common Unit on a one-for-one basis; provided, however, notwithstanding the foregoing, no Unitholder shall receive consideration which is greater in amount than the balance of such Unitholder’s Capital Account after taking into account all adjustments, including allocations of income, gain, loss and deduction through the date of such merger or other extraordinary transaction to achieve the intended result set forth in this Section 5.13(g).

(h) Subordinated Class C Minority Protection . Notwithstanding anything herein to the contrary, the Partnership shall not take any action that adversely affects any of the rights, preferences or privileges of the Subordinated Class C Units.

Section 5.14 Transfers of Convertible Class B Units and Subordinated Class C Units. The transfer of a Convertible Class B Unit or a Subordinated Class C Unit shall be subject to Section 4.8, Section 6.1(d)(x)(D), Section 6.10 and Section 6.11.

ARTICLE VI

ALLOCATIONS AND DISTRIBUTIONS

Section 6.1 Allocations for Capital Account Purposes. For purposes of maintaining the Capital Accounts and in determining the rights of the Partners among themselves, the Partnership’s items of income, gain, loss and deduction (computed in accordance with Section 5.5(b)) for each taxable period shall be allocated among the Partners as provided herein below.

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(a) Net Income . Net Income for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Income for such taxable period shall be allocated as follows:

(i) First, to the General Partner until the aggregate of the Net Income allocated to the General Partner pursuant to this Section 6.1(a)(i) and the Net Termination Gain allocated to the General Partner pursuant to Section 6.1(c)(i)(A) or Section 6.1(c)(iv)(A) for the current and all previous taxable periods is equal to the aggregate of the Net Loss allocated to the General Partner pursuant to Section 6.1(b)(ii) for all previous taxable periods and the Net Termination Loss allocated to the General Partner pursuant to Section 6.1(c)(ii)(D) or Section 6.1(c)(iii) (B) for the current and all previous taxable periods; and

(ii) The balance, if any, (x) to the General Partner in accordance with its Percentage Interest, and (y) to all Unitholders, Pro Rata, a percentage equal to 100% less the percentage applicable to subclause (x).

(b) Net Loss . Net Loss for each taxable period and all items of income, gain, loss and deduction taken into account in computing Net Loss for such taxable period shall be allocated as follows:

(i) First, to the General Partner and the Unitholders, Pro Rata; provided , that Net Losses shall not be allocated pursuant to this Section 6.1(b)(i) to the extent that such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit balance in its Adjusted Capital Account); and

(ii) The balance, if any, 100% to the General Partner;

(c) Net Termination Gains and Losses . Net Termination Gain or Net Termination Loss (including a pro rata part of each item of income, gain, loss and deduction taken into account in computing Net Termination Gain or Net Termination Loss) for such taxable period shall be allocated in the manner set forth in this Section 6.1(c). All allocations under this Section 6.1(c) shall be made after Capital Account balances have been adjusted by all other allocations provided under this Section 6.1 and after all distributions of Available Cash provided under Section 6.4 and Section 6.5 have been made; provided , however , that solely for purposes of this Section 6.1(c), Capital Accounts shall not be adjusted for distributions made pursuant to Section 12.4.

(i) Except as provided in Section 6.1(c)(iv), Net Termination Gain (including a pro rata part of each item of income, gain, loss, and deduction taken into account in computing Net Termination Gain) shall be allocated:

(A) First, to the General Partner until the aggregate of the Net Termination Gain allocated to the General Partner pursuant to this Section 6.1(c)(i)(A) or Section 6.1(c)(iv)(A) and the Net Income allocated to the General Partner pursuant to Section 6.1(a)(i) for the current and all previous taxable periods is equal to the aggregate of the Net Loss allocated to the General Partner pursuant to Section 6.1(b)(ii) for all previous taxable periods and the Net Termination Loss allocated to the General Partner pursuant to Section 6.1 (c)(ii)(D) or Section 6.1(c)(iii)(B) for all previous taxable periods;

(B) Second, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) its Unrecovered Initial Unit Price, (2) the Minimum Quarterly Distribution for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(i) or Section 6.4(b)(i) with respect to such Common Unit for such Quarter (the amount determined pursuant to this clause (2) is hereinafter referred to as the “ Unpaid MQD ”) and (3) any then existing Cumulative Common Unit Arrearage;

(C) Third, if such Net Termination Gain is recognized (or is deemed to be recognized) prior to the conversion of the last Outstanding Subordinated Unit into a Common Unit, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each Subordinated Unit then Outstanding equals the sum of (1) its Unrecovered Initial Unit Price, determined for the taxable period (or portion thereof) to which this allocation of gain relates, and (2) the Minimum Quarterly Distribution for the Quarter during which the Liquidation Date occurs, reduced by any distribution pursuant to Section 6.4(a)(iii) with respect to such Subordinated Unit for such Quarter;

(D) Fourth, 100% to the General Partner and all Unitholders, Pro Rata, until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) its Unrecovered Initial Unit Price, (2) the Unpaid MQD, (3) any then existing Cumulative Common Unit Arrearage, and (4) the excess of (aa) the First Target Distribution less the

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Minimum Quarterly Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Section 6.4(a)(iv) and Section 6.4(b)(ii) (the sum of (1), (2), (3) and (4) is hereinafter referred to as the “First Liquidation Target Amount”);

(E) Fifth, (x) to the General Partner in accordance with its Percentage Interest, (y) 13% to the holders of the Incentive Distribution Rights, Pro Rata, and (z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (E), until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) the First Liquidation Target Amount, and (2) the excess of (aa) the Second Target Distribution less the First Target Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Section 6.4(a)(v) and Section 6.4(b)(iii) (the sum of (1) and (2) is hereinafter referred to as the “Second Liquidation Target Amount”);

(F) Sixth, (x) to the General Partner in accordance with its Percentage Interest, (y) 23% to the holders of the Incentive Distribution Rights, Pro Rata, and (z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (F), until the Capital Account in respect of each Common Unit then Outstanding is equal to the sum of (1) the Second Liquidation Target Amount, and (2) the excess of (aa) the Third Target Distribution less the Second Target Distribution for each Quarter of the Partnership’s existence over (bb) the cumulative per Unit amount of any distributions of Available Cash that is deemed to be Operating Surplus made pursuant to Section 6.4(a)(vi) and Section 6.4(b)(iv); and

(G) Finally, (x) to the General Partner in accordance with its Percentage Interest, (y) 48% to the holders of the Incentive Distribution Rights, Pro Rata, and (z) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (x) and (y) of this clause (G).

(ii) Except as otherwise provided by Section 6.1(c)(iii) Net Termination Loss (including a pro rata part of each item of income, gain, loss, and deduction taken into account in computing Net Termination Loss) shall be allocated:

(A) First, if Subordinated Units remain Outstanding, (x) to the General Partner in accordance with its Percentage Interest and (y) to all Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until the Capital Account in respect of each Subordinated Unit then Outstanding has been reduced to zero;

(C) Third, to the General Partner and the Unitholders, Pro Rata; provided that Net Termination Loss shall not be allocated pursuant to this Section 6.1(c)(ii)(C) to the extent such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account (or increase any existing deficit in its Adjusted Capital Account); and

(D) Fourth, the balance, if any, 100% to the General Partner.

(iii) Any Net Termination Loss deemed recognized pursuant to Section 5.5(d) prior to a Liquidation Date shall be allocated:

(A) First, to the General Partner and the Unitholders, Pro Rata; provided that Net Termination Loss shall not be allocated pursuant to this Section 6.1(c)(iii)(A) to the extent such allocation would cause any Unitholder to have a deficit balance in its Adjusted Capital Account at the end of such taxable period (or increase any existing deficit in its Adjusted Capital Account); and

(B) The balance, if any, to the General Partner.

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(iv) If a Net Termination Loss has been allocated pursuant to Section 6.1(c)(iii), subsequent Net Termination Gain deemed recognized pursuant to Section 5.5(d) prior to a Liquidation Date shall be allocated:

(A) First, to the General Partner until the aggregate Net Termination Gain allocated to the General Partner pursuant to this Section 6.1(c)(iv)(A) is equal to the aggregate Net Termination Loss previously allocated pursuant to Section 6.1(c)(iii)(B);

(B) Second, to the General Partner and the Unitholders, Pro Rata, until the aggregate Net Termination Gain allocated pursuant to this Section 6.1(c)(iv)(B) is equal to the aggregate Net Termination Loss previously allocated pursuant to Section 6.1(c)(iii)(A); and

(d) Special Allocations . Notwithstanding any other provision of this Section 6.1, the following special allocations shall be made for such taxable period:

(i) Partnership Minimum Gain Chargeback. Notwithstanding any other provision of this Section 6.1, if there is a net decrease in Partnership Minimum Gain during any Partnership taxable period, each Partner shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704‑2(f)(6), 1.704‑2(g)(2) and 1.704‑2(j)(2)(i), or any successor provision. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d) with respect to such taxable period (other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii)). This Section 6.1(d)(i) is intended to comply with the Partnership Minimum Gain chargeback requirement in Treasury Regulation Section 1.704-2(f) and shall be interpreted consistently therewith.

(ii) Chargeback of Partner Nonrecourse Debt Minimum Gain. Notwithstanding the other provisions of this Section 6.1 (other than Section 6.1(d)(i)), except as provided in Treasury Regulation Section 1.704‑2(i)(4), if there is a net decrease in Partner Nonrecourse Debt Minimum Gain during any Partnership taxable period, any Partner with a share of Partner Nonrecourse Debt Minimum Gain at the beginning of such taxable period shall be allocated items of Partnership income and gain for such period (and, if necessary, subsequent periods) in the manner and amounts provided in Treasury Regulation Sections 1.704‑2(i)(4) and 1.704‑2(j)(2)(ii), or any successor provisions. For purposes of this Section 6.1(d), each Partner’s Adjusted Capital Account balance shall be determined, and the allocation of income or gain required hereunder shall be effected, prior to the application of any other allocations pursuant to this Section 6.1(d), other than Section 6.1(d)(i) and other than an allocation pursuant to Section 6.1(d)(vi) and Section 6.1(d)(vii), with respect to such taxable period. This Section 6.1(d)(ii) is intended to comply with the chargeback of items of income and gain requirement in Treasury Regulation Section 1.704‑2(i)(4) and shall be interpreted consistently therewith.

(iii) Priority Allocations .

(A) If the amount of cash or the Net Agreed Value of any property distributed (except cash or property distributed pursuant to Section 5.12 or Section 12.4) with respect to a Unit (other than a Convertible Class B Unit) exceeds the amount of cash or the Net Agreed Value of property distributed with respect to another Unit (the amount of the excess, an “ Excess Distribution ” and the Unit with respect to which the greater distribution is paid, an “ Excess Distribution Unit ”), then (1) there shall be allocated gross income and gain to each Unitholder receiving an Excess Distribution with respect to the Excess Distribution Unit until the aggregate amount of such items allocated with respect to such Excess Distribution Unit pursuant to this Section 6.1(d)(iii)(A) for the current taxable period and all previous taxable periods is equal to the amount of the Excess Distribution; and (2) the General Partner shall be allocated gross income and gain with respect to each such Excess Distribution in an amount equal to the product obtained by multiplying (aa) the quotient determined by dividing (x) the General Partner’s Percentage Interest at the time when the Excess Distribution occurs by (y) a percentage equal to 100% less the General Partner’s Percentage Interest at the time when the Excess Distribution occurs, times (bb) the total amount allocated in clause (1) above with respect to such Excess Distribution.

(B) After the application of Section 6.1(d)(iii)(A), all or any portion of the remaining items of Partnership gross income or gain for the taxable period, if any, shall be allocated (1) to the holders of Incentive Distribution Rights, Pro Rata, until the aggregate amount of such items allocated to the holders of Incentive Distribution Rights pursuant to this

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composite Agreement of limited partnership

Section 6.1(d)(iii)(B) for the current taxable period and all previous taxable periods is equal to the cumulative amount of all Incentive Distributions made to the holders of Incentive Distribution Rights from the Closing Date to a date 45 days after the end of the current taxable period; and (2) to the General Partner an amount equal to the product of (aa) an amount equal to the quotient determined by dividing (x) the General Partner’s Percentage Interest by (y) the sum of 100 less the General Partner’s Percentage Interest times (bb) the sum of the amounts allocated in clause (1) above.

(C) With respect to the first taxable period of the Partnership ending upon, or after, the date of issuance of the Convertible Class B Units, and each taxable period of the Partnership thereafter, items of gross income, gain, loss or deduction for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to its Convertible Class B Units outstanding as of the time of such event to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit.

(D) With respect to the first taxable period of the Partnership ending upon, or after, the date of issuance of the Subordinated Class C Units, items of gross income, gain, loss or deduction for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to its Subordinated Class C Units to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit.

(E) With respect to any taxable period of the Partnership ending upon, or after, a Convertible Class B Conversion Date or a Subordinated Class C Conversion Date, as applicable, and after the application of Section 6.1(d)(iii)(A), (B), (C) and (D), Net Income or Net Loss for such taxable period shall be allocated among the Partners in such a manner as to cause the Per Unit Capital Amount of each Partner with respect to a Common Unit converted from a Convertible Class B Unit or a Common Unit converted from a Subordinated Class C Unit, as applicable, that is outstanding as of the time of such event to equal, as closely as possible, the Per Unit Capital Amount for a then outstanding Common Unit.

(iv) Qualified Income Offset. In the event any Partner unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulation Sections 1.704‑1(b)(2)(ii)(d)(4), 1.704‑1(b)(2)(ii)(d)(5), or 1.704‑1(b)(2)(ii)(d)(6), items of Partnership gross income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations promulgated under Section 704(b) of the Code, the deficit balance, if any, in its Adjusted Capital Account created by such adjustments, allocations or distributions as quickly as possible; provided , that an allocation pursuant to this Section 6.1(d)(iv) shall be made only if and to the extent that such Partner would have a deficit balance in its Adjusted Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if this Section 6.1(d)(iv) were not in this Agreement.

(v) Gross Income Allocation. In the event any Partner has a deficit balance in its Capital Account at the end of any taxable period in excess of the sum of (A) the amount such Partner is required to restore pursuant to the provisions of this Agreement and (B) the amount such Partner is deemed obligated to restore pursuant to Treasury Regulation Sections 1.704‑2(g) and 1.704‑2(i)(5), such Partner shall be specially allocated items of Partnership gross income and gain in the amount of such excess as quickly as possible; provided , that an allocation pursuant to this Section 6.1(d)(v) shall be made only if and to the extent that such Partner would have a deficit balance in its Capital Account as adjusted after all other allocations provided for in this Section 6.1 have been tentatively made as if Section 6.1(d)(iv) and this Section 6.1(d)(v) were not in this Agreement.

(vi) Nonrecourse Deductions. Nonrecourse Deductions for any taxable period shall be allocated to the Partners Pro Rata. If the General Partner determines that the Partnership’s Nonrecourse Deductions should be allocated in a different ratio to satisfy the safe harbor requirements of the Treasury Regulations promulgated under Section 704(b) of the Code, the General Partner is authorized, upon notice to the other Partners, to revise the prescribed ratio to the numerically closest ratio that does satisfy such requirements.

(vii) Partner Nonrecourse Deductions. Partner Nonrecourse Deductions for any taxable period shall be allocated 100% to the Partner that bears the Economic Risk of Loss with respect to the Partner Nonrecourse Debt to which such Partner Nonrecourse Deductions are attributable in accordance with Treasury Regulation Section 1.704‑2(i). If more than one Partner bears the Economic Risk of Loss with respect to a Partner Nonrecourse Debt, such Partner Nonrecourse Deductions attributable thereto shall be allocated between or among such Partners in accordance with the ratios in which they share such Economic Risk of Loss.

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composite Agreement of limited partnership

(viii) Nonrecourse Liabilities. For purposes of Treasury Regulation Section 1.752‑3(a)(3), the Partners agree that Nonrecourse Liabilities of the Partnership in excess of the sum of (A) the amount of Partnership Minimum Gain and (B) the total amount of Nonrecourse Built-in Gain shall be allocated among the Partners Pro Rata.

(ix) Code Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Section 734(b) or 743(b) of the Code is required, pursuant to Treasury Regulation Section 1.704‑1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis), and such item of gain or loss shall be specially allocated to the Partners in a manner consistent with the manner in which their Capital Accounts are required to be adjusted pursuant to such Section of the Treasury Regulations.

(x) Economic Uniformity; Changes in Law.

(A) At the election of the General Partner with respect to any taxable period ending upon, or after, the termination of the Subordination Period, all or a portion of the remaining items of Partnership gross income or gain for such taxable period, after taking into account allocations pursuant to Section 6.1(d)(iii), shall be allocated 100% to each Partner holding Subordinated Units that are Outstanding as of the termination of the Subordination Period (“ Final Subordinated Units ”) in the proportion of the number of Final Subordinated Units held by such Partner to the total number of Final Subordinated Units then Outstanding, until each such Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with respect to such Final Subordinated Units to an amount that after taking into account the other allocations of income, gain, loss and deduction to be made with respect to such taxable period will equal the product of (A) the number of Final Subordinated Units held by such Partner and (B) the Per Unit Capital Amount for a Common Unit. The purpose of this allocation is to establish uniformity between the Capital Accounts underlying Final Subordinated Units and the Capital Accounts underlying Common Units held by Persons other than the General Partner and its Affiliates immediately prior to the conversion of such Final Subordinated Units into Common Units. This allocation method for establishing such economic uniformity will be available to the General Partner only if the method for allocating the Capital Account maintained with respect to the Subordinated Units between the transferred and retained Subordinated Units pursuant to Section 5.5(c)(ii) does not otherwise provide such economic uniformity to the Final Subordinated Units.

(B) With respect to an event triggering an adjustment to the Carrying Value of Partnership property pursuant to Section 5.5(d) during any taxable period of the Partnership ending upon, or after, the issuance of IDR Reset Common Units pursuant to Section 5.11, after the application of Section 6.1(d)(x)(A), any Unrealized Gains and Unrealized Losses shall be allocated among the Partners in a manner that to the nearest extent possible results in the Capital Accounts maintained with respect to such IDR Reset Common Units issued pursuant to Section 5.11 equaling the product of (A) the Aggregate Quantity of IDR Reset Common Units and (B) the Per Unit Capital Amount for an Initial Common Unit.

(C) With respect to any taxable period during which an IDR Reset Unit is transferred to any Person who is not an Affiliate of the transferor, all or a portion of the remaining items of Partnership gross income or gain for such taxable period shall be allocated 100% to the transferor Partner of such transferred IDR Reset Unit until such transferor Partner has been allocated an amount of gross income or gain that increases the Capital Account maintained with respect to such transferred IDR Reset Unit to an amount equal to the Per Unit Capital Amount for an Initial Common Unit.

(D) For the proper administration of the Partnership and for the preservation of uniformity of the Limited Partner Interests (or any class or classes thereof), the General Partner shall (i) adopt such conventions as it deems appropriate in determining the amount of depreciation, amortization and cost recovery deductions; (ii) make special allocations of income, gain, loss, deduction, Unrealized Gain or Unrealized Loss; and (iii) amend the provisions of this Agreement as appropriate (x) to reflect the proposal or promulgation of Treasury Regulations under Section 704(b) or Section 704(c) of the Code or (y) otherwise to preserve or achieve uniformity of the Limited Partner Interests (or any class or classes thereof). The General Partner may adopt such conventions, make such allocations and make such amendments to this Agreement as provided in this Section 6.1(d)(x)(D) only if such conventions, allocations or amendments would not have a material adverse effect on the Partners, the holders of any class or classes of Limited Partner Interests issued and Outstanding or the Partnership, and if such allocations are consistent with the principles of Section 704 of the Code. For the avoidance of doubt, to the extent that the CMO Common Unit Price of the CMO Common Units is less than the trading price of the Common Units of the Partnership on the New York Stock Exchange as of the Closing Date (as defined in the Subscription Agreement), the General Partner intends to specially allocate items of gross income, gain, loss or

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composite Agreement of limited partnership

deduction to the Unit Purchasers so that the Per Unit Capital Amount with respect to a CMO Common Unit is equal to the Per Unit Capital Amount of a then outstanding Common Unit (and thus to assure fungibility of all Common Units).

(xi) Curative Allocation.

(A) Notwithstanding any other provision of this Section 6.1, other than the Required Allocations, the Required Allocations shall be taken into account in making the Agreed Allocations so that, to the extent possible, the net amount of items of gross income, gain, loss and deduction allocated to each Partner pursuant to the Required Allocations and the Agreed Allocations, together, shall be equal to the net amount of such items that would have been allocated to each such Partner under the Agreed Allocations had the Required Allocations and the related Curative Allocation not otherwise been provided in this Section 6.1. In exercising its discretion under this Section 6.1(d)(xi)(A), the General Partner may take into account future Required Allocations that, although not yet made, are likely to offset other Required Allocations previously made. Allocations pursuant to this Section 6.1(d)(xi)(A) shall only be made with respect to Required Allocations to the extent the General Partner determines that such allocations will otherwise be inconsistent with the economic agreement among the Partners.

(B) The General Partner shall, with respect to each taxable period, (1) apply the provisions of Section 6.1(d)(xi)(A) in whatever order is most likely to minimize the economic distortions that might otherwise result from the Required Allocations, and (2) divide all allocations pursuant to Section 6.1(d)(xi)(A) among the Partners in a manner that is likely to minimize such economic distortions.

(xii) Corrective and Other Allocations. In the event of any allocation of Additional Book Basis Derivative Items or any Book-Down Event or any recognition of a Net Termination Loss, the following rules shall apply:

(A) Except as provided in Section 6.1(d)(xii)(B), in the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof), the General Partner shall allocate such Additional Book Basis Derivative Items to (1) the holders of Incentive Distribution Rights and the General Partner to the same extent that the Unrealized Gain or Unrealized Loss giving rise to such Additional Book Basis Derivative Items was allocated to them pursuant to Section 5.5(d) and (2) all Unitholders, Pro Rata, to the extent that the Unrealized Gain or Unrealized Loss giving rise to such Additional Book Basis Derivative Items was allocated to any Unitholders pursuant to Section 5.5(d).

(B) In the case of any allocation of Additional Book Basis Derivative Items (other than an allocation of Unrealized Gain or Unrealized Loss under Section 5.5(d) hereof or an allocation of Net Termination Gain or Net Termination Loss pursuant to Section 6.1(c) hereof) as a result of a sale or other taxable disposition of any Partnership asset that is an Adjusted Property (“Disposed of Adjusted Property”), the General Partner shall allocate (1) additional items of gross income and gain (aa) away from the holders of Incentive Distribution Rights and (bb) to the Unitholders, or (2) additional items of deduction and loss (aa) away from the Unitholders and (bb) to the holders of Incentive Distribution Rights, to the extent that the Additional Book Basis Derivative Items allocated to the Unitholders exceed their Share of Additional Book Basis Derivative Items with respect to such Disposed of Adjusted Property. Any allocation made pursuant to this Section 6.1(d)(xii)(B) shall be made after all of the other Agreed Allocations have been made as if this Section 6.1(d)(xii) were not in this Agreement and, to the extent necessary, shall require the reallocation of items that have been allocated pursuant to such other Agreed Allocations.

(C) In the case of any negative adjustments to the Capital Accounts of the Partners resulting from a Book-Down Event or from the recognition of a Net Termination Loss, such negative adjustment (1) shall first be allocated, to the extent of the Aggregate Remaining Net Positive Adjustments, in such a manner, as determined by the General Partner, that to the extent possible the aggregate Capital Accounts of the Partners will equal the amount that would have been the Capital Account balances of the Partners if no prior Book-Up Events had occurred, and (2) any negative adjustment in excess of the Aggregate Remaining Net Positive Adjustments shall be allocated pursuant to Section 6.1(c) hereof.

(D) For purposes of this Section 6.1(d)(xii), the Unitholders shall be treated as being allocated Additional Book Basis Derivative Items to the extent that such Additional Book Basis Derivative Items have reduced the amount of income that would otherwise have been allocated to the Unitholders under this Agreement. In making the allocations required under this Section 6.1(d)(xii), the General Partner may apply whatever conventions or other methodology it determines will satisfy the purpose of this Section 6.1(d)(xii). Without limiting the foregoing, if an Adjusted Property is contributed

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composite Agreement of limited partnership

by the Partnership to another entity classified as a partnership for federal income tax purposes (the “lower tier partnership”), the General Partner may make allocations similar to those described in Sections 6.1 (d)(xii)(A)-(C) to the extent the General Partner determines such allocations are necessary to account for the Partnership’s allocable share of income, gain, loss and deduction of the lower tier partnership that relate to the contributed Adjusted Property in a manner that is consistent with the purpose of this Section 6.1(d)(xii).

(xiii) Special Curative Allocation in Event of Liquidation Prior to End of Subordination Period. Notwithstanding any other provision of this Section 6.1 (other than the Required Allocations), if the Liquidation Date occurs prior to the conversion of the last Outstanding Subordinated Unit, then items of income, gain, loss and deduction for the taxable period that includes the Liquidation Date (and, if necessary, items arising in previous taxable periods to the extent the General Partner determines such items may be so allocated), shall be specially allocated among the Partners in the manner determined appropriate by the General Partner so as to cause, to the maximum extent possible, the Capital Account in respect of each Common Unit to equal the amount such Capital Account would have been if all prior allocations of Net Termination Gain and Net Termination Loss had been made pursuant to Section 6.1(c)(i) or Section 6.1(c)(ii), as applicable.

Section 6.2 Allocations for Tax Purposes.

(a) Except as otherwise provided herein, for federal income tax purposes, each item of income, gain, loss and deduction shall be allocated among the Partners in the same manner as its correlative item of “book” income, gain, loss or deduction is allocated pursuant to Section 6.1.

(b) In an attempt to eliminate Book-Tax Disparities attributable to a Contributed Property or Adjusted Property, items of income, gain, loss, depreciation, amortization and cost recovery deductions shall be allocated for federal income tax purposes among the Partners in the manner provided under Section 704(c) of the Code, and the Treasury Regulations promulgated under Section 704(b) and 704(c) of the Code, as determined appropriate by the General Partner (taking into account the General Partner’s discretion under Section 6.1(d)(x)(D)); provided , that the General Partner shall apply the principles of Treasury Regulation Section 1.704‑3(d) in all events.

(c) The General Partner may determine to depreciate or amortize the portion of an adjustment under Section 743(b) of the Code attributable to unrealized appreciation in any Adjusted Property (to the extent of the unamortized Book-Tax Disparity) using a predetermined rate derived from the depreciation or amortization method and useful life applied to the unamortized Book-Tax Disparity of such property, despite any inconsistency of such approach with Treasury Regulation Section 1.167(c)‑l(a)(6) or any successor regulations thereto. If the General Partner determines that such reporting position cannot reasonably be taken, the General Partner may adopt depreciation and amortization conventions under which all purchasers acquiring Limited Partner Interests in the same month would receive depreciation and amortization deductions, based upon the same applicable rate as if they had purchased a direct interest in the Partnership’s property. If the General Partner chooses not to utilize such aggregate method, the General Partner may use any other depreciation and amortization conventions to preserve the uniformity of the intrinsic tax characteristics of any Limited Partner Interests, so long as such conventions would not have a material adverse effect on the Limited Partners or the Record Holders of any class or classes of Limited Partner Interests.

(d) In accordance with Treasury Regulation Sections 1.1245‑1(e) and 1.1250‑1(f), any gain allocated to the Partners upon the sale or other taxable disposition of any Partnership asset shall, to the extent possible, after taking into account other required allocations of gain pursuant to this Section 6.2, be characterized as Recapture Income in the same proportions and to the same extent as such Partners (or their predecessors in interest) have been allocated any deductions directly or indirectly giving rise to the treatment of such gains as Recapture Income.

(e) All items of income, gain, loss, deduction and credit recognized by the Partnership for federal income tax purposes and allocated to the Partners in accordance with the provisions hereof shall be determined without regard to any election under Section 754 of the Code that may be made by the Partnership; provided , however , that such allocations, once made, shall be adjusted (in the manner determined by the General Partner) to take into account those adjustments permitted or required by Sections 734 and 743 of the Code.

(f) Each item of Partnership income, gain, loss and deduction shall, for federal income tax purposes, be determined for each taxable period and prorated on a monthly basis and shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Partnership Interests are listed or admitted to trading on the first Business Day of each month; provided , however , such items for the period beginning on the Closing Date and ending on the last day of the month in which the Over-

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composite Agreement of limited partnership

Allotment Option is exercised in full or the expiration of the Over-Allotment Option occurs shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Partnership Interests are listed or admitted to trading on the first Business Day of the next succeeding month; and provided , further , that gain or loss on a sale or other disposition of any assets of the Partnership or any other extraordinary item of income, gain, loss or deduction as determined by the General Partner, shall be allocated to the Partners as of the opening of the National Securities Exchange on which the Partnership Interests are listed or admitted to trading on the first Business Day of the month in which such item is recognized for federal income tax purposes. The General Partner may revise, alter or otherwise modify such methods of allocation to the extent permitted or required by Section 706 of the Code and the regulations or rulings promulgated thereunder.

(g) Allocations that would otherwise be made to a Limited Partner under the provisions of this Article VI shall instead be made to the beneficial owner of Limited Partner Interests held by a nominee in any case in which the nominee has furnished the identity of such owner to the Partnership in accordance with Section 6031(c) of the Code or any other method determined by the General Partner.

Section 6.3 Requirement and Characterization of Distributions; Distributions to Record Holders.

(a) Within 45 days following the end of each Quarter commencing with the Quarter ending on September 30, 2010, an amount equal to 100% of Available Cash with respect to such Quarter shall be distributed in accordance with this Article VI by the Partnership to Partners as of the Record Date selected by the General Partner. The Record Date for the first distribution of Available Cash shall not be prior to the final closing of the Over-Allotment Option or the Deferred Issuance and Distribution. All amounts of Available Cash distributed by the Partnership on any date from any source shall be deemed to be Operating Surplus until the sum of all amounts of Available Cash theretofore distributed by the Partnership to the Partners pursuant to Section 6.4 equals the Operating Surplus from the Closing Date through the close of the immediately preceding Quarter. Any remaining amounts of Available Cash distributed by the Partnership on such date shall, except as otherwise provided in Section 6.5, be deemed to be “ Capital Surplus .” All distributions required to be made under this Agreement shall be made subject to Sections 17‑607 and 17‑804 of the Delaware Act.

(b) Notwithstanding Section 6.3(a), in the event of the dissolution and liquidation of the Partnership, all cash received during or after the Quarter in which the Liquidation Date occurs, other than from Working Capital Borrowings, shall be applied and distributed solely in accordance with, and subject to the terms and conditions of, Section 12.4.

(c) Each distribution in respect of a Partnership Interest shall be paid by the Partnership, directly or through any Transfer Agent or through any other Person or agent, only to the Record Holder of such Partnership Interest as of the Record Date set for such distribution. Such payment shall constitute full payment and satisfaction of the Partnership’s liability in respect of such payment, regardless of any claim of any Person who may have an interest in such payment by reason of an assignment or otherwise.

(d) For the avoidance of doubt, upon any pro rata distribution of Partnership Interests to all Record Holders of Common Units or any subdivision or combination (or reclassified into a greater or smaller number) of Common Units, the Partnership will proportionately adjust the number of Convertible Class B Units as follows: (a) if the Partnership issues Partnership Interests as a distribution on its Common Units or subdivides the Common Units (or reclassifies them into a greater number of Common Units) then the Convertible Class B Units shall be subdivided into a number of Convertible Class B Units equal to the result of multiplying the number of Convertible Class B Units by a fraction, (A) the numerator of which shall be the sum of the number of Common Units Outstanding immediately prior to such distribution or subdivision plus the total number of Partnership Interests constituting such distribution or newly created by such subdivision; and (B) the denominator of which shall be the number of Common Units Outstanding immediately prior to such distribution or subdivision; and (b) if the Partnership combines the Common Units (or reclassifies them into a smaller number of Common Units) then the Convertible Class B Units shall be combined into a number of Convertible Class B Units equal to the result of multiplying the number of Convertible Class B Units by a fraction, (A) the numerator of which shall be the sum of the number of Common Units Outstanding immediately following such combination; and (B) the denominator of which shall be the number of Common Units Outstanding immediately prior to such combination.

(e) For the avoidance of doubt, upon any pro rata distribution of Partnership Interests to all Record Holders of Common Units or any subdivision or combination (or reclassified into a greater or smaller number) of Common Units, the Partnership will proportionately adjust the number of Subordinated Class C Units as follows: (a) if the Partnership issues Partnership Interests as a distribution on its Common Units or subdivides the Common Units (or reclassifies them into a greater number of Common Units) then the Subordinated Class C Units shall be subdivided into a number of Subordinated Class C Units equal to the result of multiplying the number of Subordinated Class C Units by a fraction, (A) the numerator of which shall be the sum of the number of Common Units Outstanding immediately prior to such distribution or subdivision plus the total number of Partnership Interests constituting such distribution or newly created by such subdivision; and (B) the denominator of which shall be the number of Common Units

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composite Agreement of limited partnership

Outstanding immediately prior to such distribution or subdivision; and (b) if the Partnership combines the Common Units (or reclassifies them into a smaller number of Common Units) then the Subordinated Class C Units shall be combined into a number of Subordinated Class C Units equal to the result of multiplying the number of Subordinated Class C Units by a fraction, (A) the numerator of which shall be the sum of the number of Common Units Outstanding immediately following such combination; and (B) the denominator of which shall be the number of Common Units Outstanding immediately prior to such combination.

Section 6.4 Distributions of Available Cash from Operating Surplus.

(a) During Subordination Period . Available Cash with respect to any Quarter within the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of other Partnership Interests issued pursuant thereto:

(i) First, (x) to the General Partner in accordance with its Percentage Interest, and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

(ii) Second, (x) to the General Partner in accordance with its Percentage Interest, and (y) to the Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter;

(iii) Third, (x) to the General Partner in accordance with its Percentage Interest and (y) (i) until the Subordinated Class C Conversion Date, to the Unitholders holding Subordinated Class C Units and (ii) to the Unitholders holding Subordinated Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Subordinated Class C Unit (until the Subordinated Class C Conversion Date) and Subordinated Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

(iv) Fourth, to the General Partner and all Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;

(v) Fifth, (A) to the General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;

(vi) Sixth, (A) to the General Partner in accordance with its Percentage Interest, (B) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (vi), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and

(vii) Thereafter, (A) to the General Partner in accordance with its Percentage Interest; (B) 48% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (vii);

provided, however , if the Minimum Quarterly Distribution, the First Target Distribution, the Second Target Distribution and the Third Target Distribution have been reduced to zero pursuant to the second sentence of Section 6.6(a), the distribution of Available Cash that is deemed to be Operating Surplus with respect to any Quarter will be made solely in accordance with Section 6.4(a)(vii).

(b) After Subordination Period. Available Cash with respect to any Quarter after the Subordination Period that is deemed to be Operating Surplus pursuant to the provisions of Section 6.3 or Section 6.5 shall be distributed as follows, except as otherwise contemplated by Section 5.6(b) in respect of additional Partnership Interests issued pursuant thereto:

(i) First, 100% to the General Partner and the Unitholders holding Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

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composite Agreement of limited partnership

(ii) Second, 100% to the General Partner and Unitholders holding Common Units, Pro Rata, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage existing with respect to such Quarter;

(iii) Third, until the Subordinated Class C Conversion Date, to the General Partner and Unitholders holding Subordinated Class C Units, Pro Rata, until there has been distributed in respect of each Subordinated Class C Unit then Outstanding an amount equal to the Minimum Quarterly Distribution for such Quarter;

(iv) Fourth, 100% to the General Partner and the Unitholders, Pro Rata, until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the First Target Distribution over the Minimum Quarterly Distribution for such Quarter;

(v) Fifth, (A) to the General Partner in accordance with its Percentage Interest; (B) 13% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (iii), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Second Target Distribution over the First Target Distribution for such Quarter;

(vi) Sixth, (A) to the General Partner in accordance with its Percentage Interest; (B) 23% to the holders of the Incentive Distribution Rights, Pro Rata; and (C) to all Unitholders, Pro Rata, a percentage equal to 100% less the sum of the percentages applicable to subclauses (A) and (B) of this clause (iv), until there has been distributed in respect of each Unit then Outstanding an amount equal to the excess of the Third Target Distribution over the Second Target Distribution for such Quarter; and

Section 6.5 Distributions of Available Cash from Capital Surplus. Available Cash that is deemed to be Capital Surplus pursuant to the provisions of Section 6.3(a) shall be distributed, unless the provisions of Section 6.3 require otherwise, 100% to the General Partner and the Unitholders, Pro Rata, until the Minimum Quarterly Distribution has been reduced to zero pursuant to the second sentence of Section 6.6(a). Available Cash that is deemed to be Capital Surplus shall then be distributed (A) to the General Partner in accordance with its Percentage Interest and (B) to all Unitholders holding Common Units, Pro Rata, a percentage equal to 100% less the General Partner’s Percentage Interest, until there has been distributed in respect of each Common Unit then Outstanding an amount equal to the Cumulative Common Unit Arrearage. Thereafter, all Available Cash shall be distributed as if it were Operating Surplus and shall be distributed in accordance with Section 6.4.

Section 6.6 Adjustment of Minimum Quarterly Distribution and Target Distribution Levels.

(a) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution, Third Target Distribution, Common Unit Arrearages and Cumulative Common Unit Arrearages shall be proportionately adjusted in the event of any distribution, combination or subdivision (whether effected by a distribution payable in Units or otherwise) of Units or other Partnership Interests in accordance with Section 5.9. In the event of a distribution of Available Cash that is deemed to be from Capital Surplus, the then applicable Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be reduced in the same proportion that the distribution had to the fair market value of the Common Units immediately prior to the announcement of the distribution. If the Common Units are publicly traded on a National Securities Exchange, the fair market value will be the Current Market Price before the ex-dividend date. If the Common Units are not publicly traded, the fair market value will be determined by the Board of Directors.

(b) The Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall also be subject to adjustment pursuant to Section 5.11 and Section 6.9.

Section 6.7 Special Provisions Relating to the Holders of Subordinated Units

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(a) Except with respect to the right to vote on or approve matters requiring the vote or approval of a percentage of the holders of Outstanding Common Units and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units, the holder of a Subordinated Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided , however , that immediately upon the conversion of Subordinated Units into Common Units pursuant to Section 5.7, the Unitholder holding a Subordinated Unit shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder with respect to such converted Subordinated Units, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided , however , that such converted Subordinated Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x), 6.7(b) and 6.7(c).

(b) A Unitholder shall not be permitted to transfer a Subordinated Unit or a Subordinated Unit that has converted into a Common Unit pursuant to Section 5.7 (other than a transfer to an Affiliate) if the remaining balance in the transferring Unitholder’s Capital Account with respect to the retained Subordinated Units or retained converted Subordinated Units would be negative after giving effect to the allocation under Section 5.5(c)(ii)(B).

(c) The Unitholder holding a Common Unit that has resulted from the conversion of a Subordinated Unit pursuant to Section 5.7 shall not be issued a Common Unit Certificate pursuant to Section 4.1, if the Common Units are evidenced by Certificates, and shall not be permitted to transfer such Common Unit to a Person that is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that each such Common Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.7(c), the General Partner may take whatever steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units, including the application of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7(b); provided , however , that no such steps may be taken that would have a material adverse effect on the Unitholders holding Common Units.

Section 6.8 Special Provisions Relating to the Holders of Incentive Distribution Rights. Notwithstanding anything to the contrary set forth in this Agreement, the holders of the Incentive Distribution Rights (a) shall (i) possess the rights and obligations provided in this Agreement with respect to a Limited Partner pursuant to Article III and Article VII and (ii) have a Capital Account as a Partner pursuant to Section 5.5 and all other provisions related thereto and (b) shall not (i) be entitled to vote on any matters requiring the approval or vote of the holders of Outstanding Units, except as provided by law, (ii) be entitled to any distributions other than as provided in Sections 6.4 and 12.4 or (iii) be allocated items of income, gain, loss or deduction other than as specified in this Article VI.

Section 6.9 Entity-Level Taxation. If legislation is enacted or the official interpretation of existing legislation is modified by a governmental authority, which after giving effect to such enactment or modification, results in a Group Member becoming subject to federal, state or local or non-U.S. income or withholding taxes in excess of the amount of such taxes due from the Group Member prior to such enactment or modification (including, for the avoidance of doubt, any increase in the rate of such taxation applicable to the Group Member), then the General Partner may, in its sole discretion, reduce the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution by the amount of income or withholding taxes that are payable by reason of any such new legislation or interpretation (the “ Incremental Income Taxes ”), or any portion thereof selected by the General Partner, in the manner provided in this Section 6.9. If the General Partner elects to reduce the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution for any Quarter with respect to all or a portion of any Incremental Income Taxes, the General Partner shall estimate for such Quarter the Partnership Group’s aggregate liability (the “ Estimated Incremental Quarterly Tax Amount ”) for all (or the relevant portion of) such Incremental Income Taxes; provided that any difference between such estimate and the actual liability for Incremental Income Taxes (or the relevant portion thereof) for such Quarter may, to the extent determined by the General Partner, be taken into account in determining the Estimated Incremental Quarterly Tax Amount with respect to each Quarter in which any such difference can be determined. For each such Quarter, the Minimum Quarterly Distribution, First Target Distribution, Second Target Distribution and Third Target Distribution, shall be the product obtained by multiplying (a) the amounts therefor that are set out herein prior to the application of this Section 6.9 times (b) the quotient obtained by dividing (i) Available Cash with respect to such Quarter by (ii) the sum of Available Cash with respect to such Quarter and the Estimated Incremental Quarterly Tax Amount for such Quarter, as determined by the General Partner. For purposes of the foregoing, Available Cash with respect to a Quarter will be deemed reduced by the Estimated Incremental Quarterly Tax Amount for that Quarter.

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composite Agreement of limited partnership

Section 6.10 Special Provisions Relating to the Holders of Convertible Class B Units .

(a) Except as otherwise provided in this Agreement, the holder of a Convertible Class B Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided, however, that immediately upon the conversion of any Convertible Class B Unit into Common Units pursuant to Section 5.12(c), the Unitholder holding a Convertible Class B Unit that is to be converted shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided, however , that such converted Convertible Class B shall remain subject to the provisions of Section 6.1(d)(iii)(C) and Section 6.10(c).

(b) Subject to the transfer restrictions in Section 4.8, a Unitholder holding a Convertible Class B Unit shall be required to provide notice to the General Partner of the transfer of the Convertible Class B Unit at any time during the earlier of (i) thirty (30) days following such transfer and (ii) the last Business Day of the calendar year during which such transfer occurred, unless the transfer is to an Affiliate of the holder.

(c) A Unitholder holding a Common Unit that has resulted from the conversion of a Convertible Class B Unit pursuant to Section 5.12 (c) shall not be issued a Common Unit Certificate pursuant to Section 4.1, if the Common Units are evidenced by Certificates, and shall not be permitted to transfer such Common Unit to a Person that is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that each such Common Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.10(c), the General Partner may take whatever steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units including the application of Section 6.1(d)(iii)(C) and Section 6.1(d)(iii)(E); provided, however, that no such steps may be taken that would have a material adverse effect on the Unitholders holding Common Units.

Section 6.11 Special Provisions Relating to the Holders of Subordinated Class C Units.

(a) Except as otherwise provided in this Agreement, the holder of a Subordinated Class C Unit shall have all of the rights and obligations of a Unitholder holding Common Units hereunder; provided, however, that immediately upon the conversion of any Subordinated Class C Unit into Common Units pursuant to Section 5.13(c), the Unitholder holding a Subordinated Class C Unit that is to be converted shall possess all of the rights and obligations of a Unitholder holding Common Units hereunder, including the right to vote as a Common Unitholder and the right to participate in allocations of income, gain, loss and deduction and distributions made with respect to Common Units; provided, however, that such converted Subordinated Class C shall remain subject to the provisions of Section 6.1(d)(iii)(D), Section 6.1(d)(x) and Section 6.11(c).

(b) A Unitholder holding a Subordinated Class C Unit may not transfer a Subordinated Class C Unit except as provided herein. Upon the transfer of a Subordinated Class C Unit, the transferring Unitholder shall be required to provide notice to the General Partner of the transfer of the Subordinated Class C Unit at any time during the earlier of (i) thirty (30) days following such transfer and (ii) the last Business Day of the calendar year during which such transfer occurred, unless the transfer is to an Affiliate of the holder.

(c) A Unitholder holding a Common Unit that has resulted from the conversion of a Subordinated Class C Unit pursuant to Section 5.13 (c) shall not be issued a Common Unit Certificate pursuant to Section 4.1, if the Common Units are evidenced by Certificates, and shall not be permitted to transfer such Common Unit to a Person that is not an Affiliate of the holder until such time as the General Partner determines, based on advice of counsel, that each such Common Unit should have, as a substantive matter, like intrinsic economic and federal income tax characteristics, in all material respects, to the intrinsic economic and federal income tax characteristics of an Initial Common Unit. In connection with the condition imposed by this Section 6.11(c), the General Partner may take whatever steps are required to provide economic uniformity to such Common Units in preparation for a transfer of such Common Units, including the application of Section 6.1(d)(iii)(D) and Section 6.1(d)(iii)(E); provided, however, that no such steps may be taken that would have a material adverse effect on the Unitholders holding Common Units.

Section 6.12 Special Provisions Relating to the Pre-Merger Unit Split and the WPZ Merger.

Pursuant to Section 5.14 of the 2014 Merger Agreement, the Pre-Merger Unit Split shall become effective one Business Day prior to the Closing Date (as defined in the 2014 Merger Agreement) of the WPZ Merger. Notwithstanding anything contained in this Agreement to the contrary, the adjustments required pursuant to the first sentence of Section 6.6(a) in connection with, or as a result of, the Pre-Merger Unit Split shall be made only if the Effective Time of the WPZ Merger shall not have occurred and the 2014

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Merger Agreement is terminated. The General Partner shall be permitted to make any amendments or modifications to the books and records of the Partnership that may be necessary or appropriate to reflect the Operating Surplus, Available Cash and other current or historical metrics of the WPZ Group as of immediately prior to Closing (as defined in the 2014 Merger Agreement) of the WPZ Merger in calculating allocations and distributions to Partners following the Closing (as defined in the 2014 Merger Agreement) of the WPZ Merger.

ARTICLE VII

MANAGEMENT AND OPERATION OF BUSINESS

Section 7.1 Management.

(a) The General Partner shall conduct, direct and manage all activities of the Partnership. Except as otherwise expressly provided in this Agreement, all management powers over the business and affairs of the Partnership shall be exclusively vested in the General Partner, and no Limited Partner shall have any management power over the business and affairs of the Partnership. In addition to the powers now or hereafter granted a general partner of a limited partnership under applicable law or that are granted to the General Partner under any other provision of this Agreement, the General Partner, subject to Section 7.3, shall have full power and authority to do all things and on such terms as it determines to be necessary or appropriate to conduct the business of the Partnership, to exercise all powers set forth in Section 2.5 and to effectuate the purposes set forth in Section 2.4, including the following:

(i) the making of any expenditures, the lending or borrowing of money, the assumption or guarantee of, or other contracting for, indebtedness and other liabilities, the issuance of evidences of indebtedness, including indebtedness that is convertible or exchangeable into Partnership Interests, and the incurring of any other obligations;

(ii) the making of tax, regulatory and other filings, or rendering of periodic or other reports to governmental or other agencies having jurisdiction over the business or assets of the Partnership;

(iii) the acquisition, disposition, mortgage, pledge, encumbrance, hypothecation or exchange of any or all of the assets of the Partnership or the merger or other combination of the Partnership with or into another Person (the matters described in this clause (iii) being subject, however, to any prior approval that may be required by Section 7.3 or Article XIV);

(iv) the use of the assets of the Partnership (including cash on hand) for any purpose consistent with the terms of this Agreement, including the financing of the conduct of the operations of the Partnership Group; subject to Section 7.6(a), the lending of funds to other Persons (including other Group Members); the repayment or guarantee of obligations of any Group Member; and the making of capital contributions to any Group Member;

(v) the negotiation, execution and performance of any contracts, conveyances or other instruments (including instruments that limit the liability of the Partnership under contractual arrangements to all or particular assets of the Partnership, with the other party to the contract to have no recourse against the General Partner or its assets other than its interest in the Partnership, even if same results in the terms of the transaction being less favorable to the Partnership than would otherwise be the case);

(vi) the distribution of Partnership cash;

(vii) the selection and dismissal of employees (including employees having titles such as “president,” “vice president,” “secretary” and “treasurer”) and agents, outside attorneys, accountants, consultants and contractors and the determination of their compensation and other terms of employment or hiring;

(viii) the maintenance of insurance for the benefit of the Partnership Group, the Partners and Indemnitees;

(ix) the formation of, or acquisition of an interest in, and the contribution of property and the making of loans to, any further limited or general partnerships, joint ventures, corporations, limited liability companies or other Persons (including the acquisition of interests in, and the contributions of property to, any Group Member from time to time) subject to the restrictions set forth in Section 2.4;

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(x)the control of any matters affecting the rights and obligations of the Partnership, including the bringing and defending of actions at law or in equity and otherwise engaging in the conduct of litigation, arbitration or mediation and the incurring of legal expense and the settlement of claims and litigation;

(xi) the indemnification of any Person against liabilities and contingencies to the extent permitted by law;

(xii) the entering into of listing agreements with any National Securities Exchange and the delisting of some or all of the Limited Partner Interests from, or requesting that trading be suspended on, any such exchange (subject to any prior approval that may be required under Section 4.8);

(xiii) the purchase, sale or other acquisition or disposition of Partnership Interests, or the issuance of options, rights, warrants and appreciation rights relating to Partnership Interests;

(xiv) the undertaking of any action in connection with the Partnership’s participation in any Group Member; and

(xv) the entering into of agreements with any of its Affiliates to render services to a Group Member or to itself in the discharge of its duties as General Partner of the Partnership.

(b) Notwithstanding any other provision of this Agreement, any Group Member Agreement, the Delaware Act or any applicable law, rule or regulation, each of the Partners and each other Person who may acquire an interest in Partnership Interests or is otherwise bound by this Agreement hereby (i) approves, ratifies and confirms the execution, delivery and performance by the parties thereto of this Agreement, the Underwriting Agreement, the Omnibus Agreement, the Contribution Agreement and the other agreements described in or filed as exhibits to the Registration Statement that are related to the transactions contemplated by the Registration Statement (in each case other than this Agreement, without giving effect to any amendments, supplements or restatements after the date hereof); (ii) agrees that the General Partner (on its own or on behalf of the Partnership) is authorized to execute, deliver and perform the agreements referred to in clause (i) of this sentence and the other agreements, acts, transactions and matters described in or contemplated by the Registration Statement on behalf of the Partnership without any further act, approval or vote of the Partners or the other Persons who may acquire an interest in Partnership Interests or is otherwise bound by this Agreement; and (iii) agrees that the execution, delivery or performance by the General Partner, any Group Member or any Affiliate of any of them of this Agreement or any agreement authorized or permitted under this Agreement (including the exercise by the General Partner or any Affiliate of the General Partner of the rights accorded pursuant to Article XV) shall not constitute a breach by the General Partner of any duty that the General Partner may owe the Partnership or the Limited Partners or any other Persons under this Agreement (or any other agreements) or of any duty existing at law, in equity or otherwise.

Section 7.2 Certificate of Limited Partnership. The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

Section 7.3 Restrictions on the General Partner’s Authority. Except as provided in Article XII and Article XIV, the General Partner may not sell, exchange or otherwise dispose of all or substantially all of the assets of the Partnership Group, taken as a whole, in a single transaction or a series of related transactions without the approval of holders of a Unit Majority; provided, however, that this provision shall not preclude or limit the General Partner’s ability to mortgage, pledge, hypothecate or grant a security interest in all or substantially all of the assets of the Partnership Group and shall not apply to any forced sale of any or all of the assets of the Partnership Group pursuant to the foreclosure of, or other realization upon, any such encumbrance.

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composite Agreement of limited partnership

Section 7. 4 Reimbursement of the General Partner.

(a) Except as provided in this Section 7.4 and elsewhere in this Agreement, the General Partner shall not be compensated for its services as a general partner or managing member of any Group Member.

(b) The General Partner shall be reimbursed on a monthly basis, or such other basis as the General Partner may determine, for (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership Group (including salary, bonus, incentive compensation and other amounts paid to any Person, including Affiliates of the General Partner, to perform services for the Partnership Group or for the General Partner in the discharge of its duties to the Partnership Group), and (ii) all other expenses allocable to the Partnership Group or otherwise incurred by the General Partner in connection with operating the Partnership Group’s business (including expenses allocated to the General Partner by its Affiliates). The General Partner shall determine the expenses that are allocable to the General Partner or the Partnership Group. Reimbursements pursuant to this Section 7.4 shall be in addition to any reimbursement to the General Partner as a result of indemnification pursuant to Section 7.7.

(c) The General Partner, without the approval of the Limited Partners (who shall have no right to vote in respect thereof), may propose and adopt on behalf of the Partnership benefit plans, programs and practices (including plans, programs and practices involving the issuance of Partnership Interests or options to purchase or rights, warrants or appreciation rights or phantom or tracking interests relating to Partnership Interests), or cause the Partnership to issue Partnership Interests in connection with, or pursuant to, any benefit plan, program or practice maintained or sponsored by the General Partner or any of its Affiliates, in each case for the benefit of employees and directors of the General Partner or any of its Affiliates, in respect of services performed, directly or indirectly, for the benefit of the Partnership Group. The Partnership agrees to issue and sell to the General Partner or any of its Affiliates any Partnership Interests that the General Partner or such Affiliates are obligated to provide to any employees and directors pursuant to any such benefit plans, programs or practices. Expenses incurred by the General Partner in connection with any such plans, programs and practices (including the net cost to the General Partner or such Affiliates of Partnership Interests purchased by the General Partner or such Affiliates, from the Partnership, to fulfill options or awards under such plans, programs and practices) shall be reimbursed in accordance with Section 7.4(b). Any and all obligations of the General Partner under any benefit plans, programs or practices adopted by the General Partner as permitted by this Section 7.4(c) shall constitute obligations of the General Partner hereunder and shall be assumed by any successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner’s General Partner Interest pursuant to Section 4.6.

(d) The General Partner and its Affiliates may charge any member of the Partnership Group a management fee to the extent necessary to allow the Partnership Group to reduce the amount of any state franchise or income tax or any tax based upon the revenues or gross margin of any member of the Partnership Group if the tax benefit produced by the payment of such management fee or fees exceeds the amount of such fee or fees.

Section 7.5 Outside Activities.

(a) The General Partner, for so long as it is the General Partner of the Partnership (i) agrees that its sole business will be to act as a general partner or managing member, as the case may be, of the Partnership and any other partnership or limited liability company of which the Partnership is, directly or indirectly, a partner or member and to undertake activities that are ancillary or related thereto (including being a Limited Partner in the Partnership) and (ii) shall not engage in any business or activity or incur any debts or liabilities except in connection with or incidental to (A) its performance as general partner or managing member, if any, of one or more Group Members or as described in or contemplated by the Registration Statement, (B) the acquiring, owning or disposing of debt securities or equity interests in any Group Member or (C) the guarantee of, and mortgage, pledge, or encumbrance of any or all of its assets in connection with, any indebtedness of any Affiliate of the General Partner.

(b) Each Unrestricted Person (other than the General Partner) shall have the right to engage in businesses of every type and description and other activities for profit and to engage in and possess an interest in other business ventures of any and every type or description, whether in businesses engaged in or anticipated to be engaged in by any Group Member, independently or with others, including business interests and activities in direct competition with the business and activities of any Group Member, and none of the same shall constitute a breach of this Agreement or any duty otherwise existing at law, in equity or otherwise, to any Group Member or any Partner. None of any Group Member, any Limited Partner or any other Person shall have any rights by virtue of this Agreement, any Group Member Agreement, or the partnership relationship established hereby in any business ventures of any Unrestricted Person.

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(c) Subject to the terms of Sections 7.5(a) and (b), but otherwise notwithstanding anything to the contrary in this Agreement, (i) the engaging in competitive activities by any Unrestricted Person (other than the General Partner) in accordance with the provisions of this Section 7.5 is hereby approved by the Partnership and all Partners, (ii) it shall be deemed not to be a breach of any fiduciary duty or any other obligation of any type whatsoever of the General Partner or any other Unrestricted Person for the Unrestricted Persons (other than the General Partner) to engage in such business interests and activities in preference to or to the exclusion of the Partnership and (iii) the Unrestricted Persons shall have no obligation hereunder or as a result of any duty otherwise existing at law, in equity or otherwise, to present business opportunities to the Partnership. Notwithstanding anything to the contrary in this Agreement, the doctrine of corporate opportunity, or any analogous doctrine, shall not apply to any Unrestricted Person (including the General Partner). No Unrestricted Person (including the General Partner) who acquires knowledge of a potential transaction, agreement, arrangement or other matter that may be an opportunity for the Partnership, shall have any duty to communicate or offer such opportunity to the Partnership, and such Unrestricted Person (including the General Partner) shall not be liable to the Partnership, to any Limited Partner or any other Person for breach of any fiduciary or other duty by reason of the fact that such Unrestricted Person (including the General Partner) pursues or acquires for itself, directs such opportunity to another Person or does not communicate such opportunity or information to the Partnership; provided such Unrestricted Person does not engage in such business or activity as a result of or using confidential or proprietary information provided by or on behalf of the Partnership to such Unrestricted Person.

(d) The General Partner and each of its Affiliates may acquire Units or other Partnership Interests in addition to those acquired on the Closing Date and, except as otherwise provided in this Agreement, shall be entitled to exercise, at their option, all rights relating to all Units and/or other Partnership Interests acquired by them. The term “Affiliates” when used in this Section 7.5(d) with respect to the General Partner shall not include any Group Member.

(e) Notwithstanding anything to the contrary in this Agreement, (i) to the extent that any provision of this Agreement purports or is interpreted to have the effect of restricting the fiduciary duties that might otherwise, as a result of Delaware or other applicable law, be owed by the General Partner to the Partnership and its Limited Partners, or to constitute a waiver or consent by the Limited Partners to any such restriction, such provisions shall be deemed to have been approved by the Partners and (ii) nothing in this Agreement shall limit or otherwise affect any separate contractual obligations outside of this Agreement of any Person (including any Unrestricted Person) to the Partnership or any of its Affiliates.

Section 7.6 Loans from the General Partner; Loans or Contributions from the Partnership or Group Members.

(a) The General Partner or any of its Affiliates may, but shall be under no obligation to, lend to any Group Member, and any Group Member may borrow from the General Partner or any of its Affiliates, funds needed or desired by the Group Member for such periods of time and in such amounts as the General Partner may determine; provided , however , that in any such case the lending party may not charge the borrowing party interest at a rate greater than the rate that would be charged the borrowing party or impose terms less favorable to the borrowing party than would be charged or imposed on the borrowing party by unrelated lenders on comparable loans made on an arm’s-length basis (without reference to the lending party’s financial abilities or guarantees), all as determined by the General Partner. The borrowing party shall reimburse the lending party for any costs (other than any additional interest costs) incurred by the lending party in connection with the borrowing of such funds. For purposes of this Section 7.6(a) and Section 7.6(b), the term “Group Member” shall include any Affiliate of a Group Member that is controlled by the Group Member.

(b) The Partnership may lend or contribute to any Group Member, and any Group Member may borrow from the Partnership, funds on terms and conditions determined by the General Partner. No Group Member may lend funds to the General Partner or any of its Affiliates (other than another Group Member).

(c) No borrowing by any Group Member or the approval thereof by the General Partner shall be deemed to constitute a breach of any duty hereunder or otherwise existing at law, in equity or otherwise, of the General Partner or its Affiliates to the Partnership or the Limited Partners by reason of the fact that the purpose or effect of such borrowing is directly or indirectly to (i) enable distributions to the General Partner or its Affiliates (including in their capacities as Limited Partners) to exceed the General Partner’s Percentage Interest of the total amount distributed to all Partners or (ii) hasten the expiration of the Subordination Period or the conversion of any Subordinated Units into Common Units.

Section 7.7 Indemnification.

(a) To the fullest extent permitted by law but subject to the limitations expressly provided in this Agreement, all Indemnitees shall be indemnified and held harmless by the Partnership from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from

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any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any Indemnitee may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an Indemnitee and acting (or refraining to act) in such capacity on behalf of or for the benefit of the Partnership; provided, that the Indemnitee shall not be indemnified and held harmless pursuant to this Agreement if there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Agreement, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was unlawful; provided , further , no indemnification pursuant to this Section 7.7 shall be available to any Affiliate of the General Partner (other than a Group Member), or to any other Indemnitee, with respect to any such Affiliate’s obligations pursuant to the Transaction Documents. Any indemnification pursuant to this Section 7.7 shall be made only out of the assets of the Partnership, it being agreed that the General Partner shall not be personally liable for such indemnification and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate such indemnification.

(b) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 7.7(a) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter for which the Indemnitee is seeking indemnification pursuant to this Section 7.7, the Indemnitee is not entitled to be indemnified upon receipt by the Partnership of any undertaking by or on behalf of the Indemnitee to repay such amount if it shall be ultimately determined that the Indemnitee is not entitled to be indemnified as authorized by this Section 7.7.

(c) The indemnification provided by this Section 7.7 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, pursuant to any vote of the holders of Outstanding Limited Partner Interests, as a matter of law, in equity or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity (including any capacity under the Underwriting Agreement), and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the benefit of the heirs, successors, assigns and administrators of the Indemnitee.

(d) The Partnership may purchase and maintain (or reimburse the General Partner or its Affiliates for the cost of) insurance, on behalf of the General Partner, its Affiliates and such other Persons as the General Partner shall determine, against any liability that may be asserted against, or expense that may be incurred by, such Person in connection with the Partnership’s activities or such Person’s activities on behalf of the Partnership, regardless of whether the Partnership would have the power to indemnify such Person against such liability under the provisions of this Agreement.

(e) For purposes of this Section 7.7, the Partnership shall be deemed to have requested an Indemnitee to serve as fiduciary of an employee benefit plan whenever the performance by it of its duties to the Partnership also imposes duties on, or otherwise involves services by, it to the plan or participants or beneficiaries of the plan; excise taxes assessed on an Indemnitee with respect to an employee benefit plan pursuant to applicable law shall constitute “fines” within the meaning of Section 7.7(a); and action taken or omitted by it with respect to any employee benefit plan in the performance of its duties for a purpose reasonably believed by it to be in the best interest of the participants and beneficiaries of the plan shall be deemed to be for a purpose that is in the best interests of the Partnership.

(f) In no event may an Indemnitee subject the Limited Partners to personal liability by reason of the indemnification provisions set forth in this Agreement.

(g) An Indemnitee shall not be denied indemnification in whole or in part under this Section 7.7 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the terms of this Agreement.

(h) The provisions of this Section 7.7 are for the benefit of the Indemnitees and their heirs, successors, assigns, executors and administrators and shall not be deemed to create any rights for the benefit of any other Persons.

(i) No amendment, modification or repeal of this Section 7.7 or any provision hereof shall in any manner terminate, reduce or impair the right of any past, present or future Indemnitee to be indemnified by the Partnership, nor the obligations of the Partnership to indemnify any such Indemnitee under and in accordance with the provisions of this Section 7.7 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

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Section 7.8 Liability of Indemnitees.

(a) Notwithstanding anything to the contrary set forth in this Agreement, no Indemnitee shall be liable for monetary damages to the Partnership, the Limited Partners, or any other Persons who have acquired interests in the Partnership Interests, for losses sustained or liabilities incurred as a result of any act or omission of an Indemnitee unless there has been a final and non-appealable judgment entered by a court of competent jurisdiction determining that, in respect of the matter in question, the Indemnitee acted in bad faith or engaged in fraud, willful misconduct or, in the case of a criminal matter, acted with knowledge that the Indemnitee’s conduct was criminal.

(b) Subject to its obligations and duties as General Partner set forth in Section 7.1(a), the General Partner may exercise any of the powers granted to it by this Agreement and perform any of the duties imposed upon it hereunder either directly or by or through its agents, and the General Partner shall not be responsible for any misconduct or negligence on the part of any such agent appointed by the General Partner in good faith.

(c) To the extent that, at law or in equity, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the Partners, the General Partner and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership or to any Partner for its good faith reliance on the provisions of this Agreement.

(d) Any amendment, modification or repeal of this Section 7.8 or any provision hereof shall be prospective only and shall not in any way affect the limitations on the liability of the Indemnitees under this Section 7.8 as in effect immediately prior to such amendment, modification or repeal with respect to claims arising from or relating to matters occurring, in whole or in part, prior to such amendment, modification or repeal, regardless of when such claims may arise or be asserted.

Section 7.9 Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties.

(a) Unless otherwise expressly provided in this Agreement or any Group Member Agreement, whenever a potential conflict of interest exists or arises between the General Partner or any of its Affiliates, on the one hand, and the Partnership, any Group Member or any Partner, on the other, any resolution or course of action by the General Partner or its Affiliates in respect of such conflict of interest shall be permitted and deemed approved by all Partners, and shall not constitute a breach of this Agreement, of any Group Member Agreement, of any agreement contemplated herein or therein, or of any duty stated or implied by law or equity, if the resolution or course of action in respect of such conflict of interest is (i) approved by Special Approval, (ii) approved by the vote of a majority of the Common Units (excluding Common Units owned by the General Partner and its Affiliates), (iii) on terms no less favorable to the Partnership than those generally being provided to or available from unrelated third parties or (iv) fair and reasonable to the Partnership, taking into account the totality of the relationships between the parties involved (including other transactions that may be particularly favorable or advantageous to the Partnership). The General Partner shall be authorized but not required in connection with its resolution of such conflict of interest to seek Special Approval or Unitholder approval of such resolution, and the General Partner may also adopt a resolution or course of action that has not received Special Approval or Unitholder approval. If Special Approval is sought, then it shall be presumed that, in making its decision, the Conflicts Committee acted in good faith, and if neither Special Approval nor Unitholder approval is sought and the Board of Directors determines that the resolution or course of action taken with respect to a conflict of interest satisfies either of the standards set forth in clauses (iii) or (iv) above, then it shall be presumed that, in making its decision, the Board of Directors acted in good faith, and in any proceeding brought by any Limited Partner or by or on behalf of such Limited Partner or any other Limited Partner or the Partnership challenging such approval, the Person bringing or prosecuting such proceeding shall have the burden of overcoming such presumption. Notwithstanding anything to the contrary in this Agreement or any duty otherwise existing at law or equity, the existence of the conflicts of interest described in the Registration Statement are hereby approved by all Partners and shall not constitute a breach of this Agreement or of any duty hereunder or existing at law, in equity or otherwise.

(b) Whenever the General Partner, or any committee of the Board of Directors (including the Conflicts Committee), makes a determination or takes or declines to take any other action, or any of its Affiliates causes the General Partner to do so, in its capacity as the general partner of the Partnership as opposed to in its individual capacity, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then, unless another express standard is provided for in this Agreement, the General Partner, such committee or such Affiliates causing the General Partner to do so, shall make such determination or take or decline to take such other action in good faith and shall not be subject to any other or different standards (including fiduciary standards) imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. In order for a determination or other action to be in “good

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faith” for purposes of this Agreement, the Person or Persons making such determination or taking or declining to take such other action must believe that the determination or other action is in the best interests of the Partnership.

(c) Whenever the General Partner makes a determination or takes or declines to take any other action, or any of its Affiliates causes it to do so, in its individual capacity as opposed to in its capacity as the general partner of the Partnership, whether under this Agreement, any Group Member Agreement or any other agreement contemplated hereby or otherwise, then the General Partner, or such Affiliates causing it to do so, are entitled, to the fullest extent permitted by law, to make such determination or to take or decline to take such other action free of any duty (including any fiduciary duty) or obligation whatsoever to the Partnership, any Limited Partner, and any other Person bound by this Agreement, and the General Partner, or such Affiliates causing it to do so, shall not, to the fullest extent permitted by law, be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. By way of illustration and not of limitation, whenever the phrases, “at the option of the General Partner,” “in its sole discretion” or some variation of those phrases, are used in this Agreement, it indicates that the General Partner is acting in its individual capacity. For the avoidance of doubt, whenever the General Partner votes or transfers its Partnership Interests, or refrains from voting or transferring its Partnership Interests, it shall be acting in its individual capacity.

(d) The General Partner’s organizational documents may provide that determinations to take or decline to take any action in its individual, rather than representative, capacity may or shall be determined by its members, if the General Partner is a limited liability company, stockholders, if the General Partner is a corporation, or the members or stockholders of the General Partner’s general partner, if the General Partner is a partnership.

(e) Notwithstanding anything to the contrary in this Agreement, the General Partner and its Affiliates shall have no duty or obligation, express or implied, to (i) sell or otherwise dispose of any asset of the Partnership Group other than in the ordinary course of business or (ii) permit any Group Member to use any facilities or assets of the General Partner and its Affiliates, except as may be provided in contracts entered into from time to time specifically dealing with such use. Any determination by the General Partner or any of its Affiliates to enter into such contracts shall be in its sole discretion.

(f) Except as expressly set forth in this Agreement or the Delaware Act, neither the General Partner nor any other Indemnitee shall have any duties or liabilities, including fiduciary duties, to the Partnership or any Limited Partner and the provisions of this Agreement, to the extent that they restrict, eliminate or otherwise modify the duties and liabilities, including fiduciary duties, of the General Partner or any other Indemnitee otherwise existing at law or in equity, are agreed by the Partners to replace such other duties and liabilities of the General Partner or such other Indemnitee.

(g) The Unitholders hereby authorize the General Partner, on behalf of the Partnership as a partner or member of a Group Member, to approve of actions by the general partner or managing member of such Group Member similar to those actions permitted to be taken by the General Partner pursuant to this Section 7.9.

Section 7.10 Other Matters Concerning the General Partner.

(a) The General Partner may rely upon, and shall be protected in acting or refraining from acting upon, any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

(b) The General Partner may consult with legal counsel, accountants, appraisers, management consultants, investment bankers and other consultants and advisers selected by it, and any act taken or omitted to be taken in reliance upon the advice or opinion (including an Opinion of Counsel) of such Persons as to matters that the General Partner reasonably believes to be within such Person’s professional or expert competence shall be conclusively presumed to have been done or omitted in good faith and in accordance with such advice or opinion.

(c) The General Partner shall have the right, in respect of any of its powers or obligations hereunder, to act through any of its duly authorized officers, a duly appointed attorney or attorneys-in-fact or the duly authorized officers of the Partnership.

Section 7.11 Purchase or Sale of Partnership Interests. The General Partner may cause the Partnership to purchase or otherwise acquire Partnership Interests; provided that, except as permitted pursuant to Section 4.10, the General Partner may not cause any Group Member to purchase Subordinated Units during the Subordination Period. As long as Partnership Interests are held by any Group Member, such Partnership Interests shall not be considered Outstanding for any purpose, except as otherwise provided herein.

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The General Partner or any Affiliate of the General Partner may also purchase or otherwise acquire and sell or otherwise dispose of Partnership Interests for its own account, subject to the provisions of Articles IV and X.

Section 7.12 Reliance by Third Parties. Notwithstanding anything to the contrary in this Agreement, any Person dealing with the Partnership shall be entitled to assume that the General Partner and any officer of the General Partner authorized by the General Partner to act on behalf of and in the name of the Partnership has full power and authority to encumber, sell or otherwise use in any manner any and all assets of the Partnership and to enter into any authorized contracts on behalf of the Partnership, and such Person shall be entitled to deal with the General Partner or any such officer as if it were the Partnership’s sole party in interest, both legally and beneficially. Each Limited Partner hereby waives, to the fullest extent permitted by law, any and all defenses or other remedies that may be available against such Person to contest, negate or disaffirm any action of the General Partner or any such officer in connection with any such dealing. In no event shall any Person dealing with the General Partner or any such officer or its representatives be obligated to ascertain that the terms of this Agreement have been complied with or to inquire into the necessity or expedience of any act or action of the General Partner or any such officer or its representatives. Each and every certificate, document or other instrument executed on behalf of the Partnership by the General Partner or its representatives shall be conclusive evidence in favor of any and every Person relying thereon or claiming thereunder that (a) at the time of the execution and delivery of such certificate, document or instrument, this Agreement was in full force and effect, (b) the Person executing and delivering such certificate, document or instrument was duly authorized and empowered to do so for and on behalf of the Partnership and (c) such certificate, document or instrument was duly executed and delivered in accordance with the terms and provisions of this Agreement and is binding upon the Partnership.

ARTICLE VIII

BOOKS, RECORDS, ACCOUNTING AND REPORTS

Section 8.1 Records and Accounting. The General Partner shall keep or cause to be kept at the principal office of the Partnership appropriate books and records with respect to the Partnership’s business, including all books and records necessary to provide to the Limited Partners any information required to be provided pursuant to Section 3.4(a). Any books and records maintained by or on behalf of the Partnership in the regular course of its business, including the record of the Record Holders of Units or other Partnership Interests, books of account and records of Partnership proceedings, may be kept on, or be in the form of, computer disks, hard drives, magnetic tape, photographs, micrographics or any other information storage device; provided, that the books and records so maintained are convertible into clearly legible written form within a reasonable period of time. The books of the Partnership shall be maintained, for financial reporting purposes, on an accrual basis in accordance with U.S. GAAP. The Partnership shall not be required to keep books maintained on a cash basis and the General Partner shall be permitted to calculate cash-based measures, including Operating Surplus and Adjusted Operating Surplus, by making such adjustments to its accrual basis books to account for non-cash items and other adjustments as the General Partner determines to be necessary or appropriate, including in connection with the WPZ Merger.

Section 8.2 Fiscal Year. The fiscal year of the Partnership shall be a fiscal year ending December 31.

Section 8.3 Reports.

(a) As soon as practicable, but in no event later than 90 days after the close of each fiscal year of the Partnership, the General Partner shall cause to be mailed or made available, by any reasonable means, to each Record Holder of a Unit as of a date selected by the General Partner, an annual report containing financial statements of the Partnership for such fiscal year of the Partnership, presented in accordance with U.S. GAAP, including a balance sheet and statements of operations, Partnership equity and cash flows, such statements to be audited by a firm of independent public accountants selected by the General Partner.

(b) As soon as practicable, but in no event later than 45 days after the close of each Quarter except the last Quarter of each fiscal year, the General Partner shall cause to be mailed or made available, by any reasonable means to each Record Holder of a Unit, as of a date selected by the General Partner, a report containing unaudited financial statements of the Partnership and such other information as may be required by applicable law, regulation or rule of any National Securities Exchange on which the Units are listed or admitted to trading, or as the General Partner determines to be necessary or appropriate.

(c) The General Partner shall be deemed to have made a report available to each Record Holder as required by this Section 8.3 if it has either (i) filed such report with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such report

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is publicly available on such system or (ii) made such report available on any publicly available website maintained by the Partnership.

ARTICLE IX

TAX MATTERS

Section 9.1 Tax Returns and Information. The Partnership shall timely file all returns of the Partnership that are required for federal, state and local income tax purposes on the basis of the accrual method and the taxable period or years that it is required by law to adopt, from time to time, as determined by the General Partner. In the event the Partnership is required to use a taxable period other than a year ending on December 31, the General Partner shall use reasonable efforts to change the taxable period of the Partnership to a year ending on December 31. The tax information reasonably required by Record Holders for federal and state income tax reporting purposes with respect to a taxable period shall be furnished to them within 90 days of the close of the calendar year in which the Partnership’s taxable period ends. The classification, realization and recognition of income, gain, losses and deductions and other items shall be on the accrual method of accounting for federal income tax purposes.

Section 9.2 Tax Elections.

(a) The Partnership shall make the election under Section 754 of the Code in accordance with applicable regulations thereunder, subject to the reservation of the right to seek to revoke any such election upon the General Partner’s determination that such revocation is in the best interests of the Limited Partners. Notwithstanding any other provision herein contained, for the purposes of computing the adjustments under Section 743(b) of the Code, the General Partner shall be authorized (but not required) to adopt a convention whereby the price paid by a transferee of a Limited Partner Interest will be deemed to be the lowest quoted closing price of the Limited Partner Interests on any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading during the calendar month in which such transfer is deemed to occur pursuant to Section 6.2(f) without regard to the actual price paid by such transferee.

(b) Except as otherwise provided herein, the General Partner shall determine whether the Partnership should make any other elections permitted by the Code.

Section 9.3 Tax Controversies. Subject to the provisions hereof, the General Partner is designated as the Tax Matters Partner (as defined in the Code) and is authorized and required to represent the Partnership (at the Partnership’s expense) in connection with all examinations of the Partnership’s affairs by tax authorities, including resulting administrative and judicial proceedings, and to expend Partnership funds for professional services and costs associated therewith. Each Partner agrees to cooperate with the General Partner and to do or refrain from doing any or all things reasonably required by the General Partner to conduct such proceedings.

Section 9.4 Withholding; Tax Payments.

(a) The General Partner may treat taxes paid by the Partnership on behalf of all or less than all of the Partners, either as a distribution of cash to such Partners or as a general expense of the Partnership, as determined appropriate under the circumstances by the General Partner.

(b) Notwithstanding any other provision of this Agreement, the General Partner is authorized to take any action that may be required to cause the Partnership and other Group Members to comply with any withholding requirements established under the Code or any other federal, state or local law including pursuant to Sections 1441, 1442, 1445 and 1446 of the Code. To the extent that the Partnership is required or elects to withhold and pay over to any taxing authority any amount resulting from the allocation or distribution of income to any Partner (including by reason of Section 1446 of the Code), the General Partner may treat the amount withheld as a distribution of cash pursuant to Section 6.3 in the amount of such withholding from such Partner.

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ARTICLE X

ADMISSION OF PARTNERS

Section 10.1 Admission of Limited Partners.

(a) Upon the issuance by the Partnership of Common Units, Subordinated Units and Incentive Distribution Rights to the General Partner, Chesapeake Holdings, each of the GIP Entities and the Underwriters as described in Article V in connection with the Initial Offering, such parties shall be automatically admitted to the Partnership as Initial Limited Partners in respect of the Common Units, Subordinated Units or Incentive Distribution Rights issued to them.

(b) By acceptance of the transfer of any Limited Partner Interests in accordance with Article IV or the acceptance of any Limited Partner Interests issued pursuant to Article V or pursuant to a merger or consolidation or conversion pursuant to Article XIV, and except as provided in Section 4.9, each transferee of, or other such Person acquiring, a Limited Partner Interest (including any nominee holder or an agent or representative acquiring such Limited Partner Interests for the account of another Person) (i) shall be admitted to the Partnership as a Limited Partner with respect to the Limited Partner Interests so transferred or issued to such Person when any such transfer or admission is reflected in the books and records of the Partnership and such Limited Partner becomes the Record Holder of the Limited Partner Interests so transferred, (ii) shall become bound, and shall be deemed to have agreed to be bound, by the terms of this Agreement, (iii) represents that the transferee or other recipient has the capacity, power and authority to enter into this Agreement and (iv) makes the consents, acknowledgements and waivers contained in this Agreement, all with or without execution of this Agreement by such Person. The transfer of any Limited Partner Interests and the admission of any new Limited Partner shall not constitute an amendment to this Agreement. A Person may become a Limited Partner or Record Holder of a Limited Partner Interest without the consent or approval of any of the Partners. A Person may not become a Limited Partner without acquiring a Limited Partner Interest and until such Person is reflected in the books and records of the Partnership as the Record Holder of such Limited Partner Interest. The rights and obligations of a Person who is an Ineligible Holder shall be determined in accordance with Section 4.9.

(c) The name and mailing address of each Limited Partner shall be listed on the books and records of the Partnership maintained for such purpose by the Partnership or the Transfer Agent. The General Partner shall update the books and records of the Partnership from time to time as necessary to reflect accurately the information therein (or shall cause the Transfer Agent to do so, as applicable). A Limited Partner Interest may be represented by a Certificate, as provided in Section 4.1.

(d) Any transfer of a Limited Partner Interest shall not entitle the transferee to share in the profits and losses, to receive distributions, to receive allocations of income, gain, loss, deduction or credit or any similar item or to any other rights to which the transferor was entitled until the transferee becomes a Limited Partner pursuant to Section 10.1(b).

Section 10.2 Admission of Successor General Partner. A successor General Partner approved pursuant to Section 11.1 or Section 11.2 or the transferee of or successor to all of the General Partner Interest pursuant to Section 4.6 who is proposed to be admitted as a successor General Partner shall be admitted to the Partnership as the General Partner, effective immediately prior to the withdrawal or removal of the predecessor or transferring General Partner, pursuant to Section 11.1 or 11.2 or the transfer of the General Partner Interest pursuant to Section 4.6, provided, however, that no such successor shall be admitted to the Partnership until compliance with the terms of Section 4.6 has occurred and such successor has executed and delivered such other documents or instruments as may be required to effect such admission. Any such successor shall, subject to the terms hereof, carry on the business of the members of the Partnership Group without dissolution.

Section 10.3 Amendment of Agreement and Certificate of Limited Partnership. To effect the admission to the Partnership of any Partner, the General Partner shall take all steps necessary or appropriate under the Delaware Act to amend the records of the Partnership to reflect such admission and, if necessary, to prepare as soon as practicable an amendment to this Agreement and, if required by law, the General Partner shall prepare and file an amendment to the Certificate of Limited Partnership.

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ARTICLE XI

WITHDRAWAL OR REMOVAL OF PARTNERS

Section 11.1 Withdrawal of the General Partner.

(a) The General Partner shall be deemed to have withdrawn from the Partnership upon the occurrence of any one of the following events (each such event herein referred to as an “ Event of Withdrawal ”);

(i) The General Partner voluntarily withdraws from the Partnership by giving written notice to the other Partners;

(ii) The General Partner transfers all of its General Partner Interest pursuant to Section 4.6;

(iii) The General Partner is removed pursuant to Section 11.2;

(iv) The General Partner (A) makes a general assignment for the benefit of creditors; (B) files a voluntary bankruptcy petition for relief under Chapter 7 of the United States Bankruptcy Code; (C) files a petition or answer seeking for itself a liquidation, dissolution or similar relief (but not a reorganization) under any law; (D) files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the General Partner in a proceeding of the type described in clauses (A)-(C) of this Section 11.1(a)(iv); or (E) seeks, consents to or acquiesces in the appointment of a trustee (but not a debtor-in-possession), receiver or liquidator of the General Partner or of all or any substantial part of its properties;

(v) A final and non-appealable order of relief under Chapter 7 of the United States Bankruptcy Code is entered by a court with appropriate jurisdiction pursuant to a voluntary or involuntary petition by or against the General Partner; or

(vi) (A) in the event the General Partner is a corporation, a certificate of dissolution or its equivalent is filed for the General Partner, or 90 days expire after the date of notice to the General Partner of revocation of its charter without a reinstatement of its charter, under the laws of its state of incorporation; (B) in the event the General Partner is a partnership or a limited liability company, the dissolution and commencement of winding up of the General Partner; (C) in the event the General Partner is acting in such capacity by virtue of being a trustee of a trust, the termination of the trust; (D) in the event the General Partner is a natural person, his death or adjudication of incompetency; and (E) otherwise in the event of the termination of the General Partner.

If an Event of Withdrawal specified in Section 11.1(a)(iv), (v) or (vi)(A), (B), (C) or (E) occurs, the withdrawing General Partner shall give notice to the Limited Partners within 30 days after such occurrence. The Partners hereby agree that only the Events of Withdrawal described in this Section 11.1 shall result in the withdrawal of the General Partner from the Partnership.

(b) Withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall not constitute a breach of this Agreement under the following circumstances: (i) at any time during the period beginning on the Closing Date and ending at 11:59 pm, prevailing Central Time, on June 30, 2020, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners; provided , that prior to the effective date of such withdrawal, the withdrawal is approved by Unitholders holding at least a majority of the Outstanding Common Units (excluding Common Units held by the General Partner and its Affiliates) and the General Partner delivers to the Partnership an Opinion of Counsel (“ Withdrawal Opinion of Counsel ”) that such withdrawal (following the selection of the successor General Partner) would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already so treated or taxed); (ii) at any time after 11:59 pm, prevailing Central Time, on June 30, 2020, the General Partner voluntarily withdraws by giving at least 90 days’ advance notice to the Unitholders, such withdrawal to take effect on the date specified in such notice; (iii) at any time that the General Partner ceases to be the General Partner pursuant to Section 11.1(a)(ii) or is removed pursuant to Section 11.2; or (iv) notwithstanding clause (i) of this sentence, at any time that the General Partner voluntarily withdraws by giving at least 90 days’ advance notice of its intention to withdraw to the Limited Partners, such withdrawal to take effect on the date specified in the notice, if at the time such notice is given one Person and its Affiliates (other than the General Partner and its Affiliates) own beneficially or of record or control at least 50% of the Outstanding Units. The withdrawal of the General Partner from the Partnership upon the occurrence of an Event of Withdrawal shall also constitute the withdrawal of the General Partner as general partner or managing member, if any, to the extent applicable, of the other Group Members. If the General Partner gives a notice of withdrawal pursuant to Section 11.1(a)(i), the holders of a Unit Majority, may, prior to the effective date of such withdrawal, elect a successor General

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Partner. The Person so elected as successor General Partner shall automatically become the successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If, prior to the effective date of the General Partner’s withdrawal pursuant to Section 11.1(a)(i), a successor is not selected by the Unitholders as provided herein or the Partnership does not receive a Withdrawal Opinion of Counsel, the Partnership shall be dissolved in accordance with Section 12.1 unless the business of the Partnership is continued pursuant to Section 12.2. Any successor General Partner elected in accordance with the terms of this Section 11.1 shall be subject to the provisions of Section 10.2.

Section 11.2 Removal of the General Partner. The General Partner may be removed if such removal is approved by the Unitholders holding at least 66 2/3% of the Outstanding Units (including Units held by the General Partner and its Affiliates) voting as a single class. Any such action by such holders for removal of the General Partner must also provide for the election of a successor General Partner by the Unitholders holding a majority of the outstanding Common Units, voting as a class, and a majority of the outstanding Subordinated Units, voting as a class (including, in each case, Units held by the General Partner and its Affiliates). Such removal shall be effective immediately following the admission of a successor General Partner pursuant to Section 10.2. The removal of the General Partner shall also automatically constitute the removal of the General Partner as general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. If a Person is elected as a successor General Partner in accordance with the terms of this Section 11.2, such Person shall, upon admission pursuant to Section 10.2, automatically become a successor general partner or managing member, to the extent applicable, of the other Group Members of which the General Partner is a general partner or a managing member. The right of the holders of Outstanding Units to remove the General Partner shall not exist or be exercised unless the Partnership has received an opinion opining as to the matters covered by a Withdrawal Opinion of Counsel. Any successor General Partner elected in accordance with the terms of this Section 11.2 shall be subject to the provisions of Section 10.2.

Section 11.3 Interest of Departing General Partner and Successor General Partner.

(a) In the event of (i) withdrawal of the General Partner under circumstances where such withdrawal does not violate this Agreement or (ii) removal of the General Partner by the holders of Outstanding Units under circumstances where Cause does not exist, if the successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2, the Departing General Partner shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner, to require its successor to purchase its General Partner Interest and its or its Affiliates’ or beneficial owners’ general partner interest (or equivalent interest), if any, in the other Group Members and all of its or its Affiliates’ Incentive Distribution Rights (collectively, the “ Combined Interest ”) in exchange for an amount in cash equal to the fair market value of such Combined Interest, such amount to be determined and payable as of the effective date of its withdrawal or removal. If the General Partner is removed by the Unitholders under circumstances where Cause exists or if the General Partner withdraws under circumstances where such withdrawal violates this Agreement, and if a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner), such successor shall have the option, exercisable prior to the effective date of the withdrawal or removal of such Departing General Partner (or, in the event the business of the Partnership is continued, prior to the date the business of the Partnership is continued), to purchase the Combined Interest for such fair market value of such Combined Interest. In either event, the Departing General Partner shall be entitled to receive all reimbursements due such Departing General Partner pursuant to Section 7.4, including any employee-related liabilities (including severance liabilities), incurred in connection with the termination of any employees employed by the Departing General Partner or its Affiliates (other than any Group Member) for the benefit of the Partnership or the other Group Members.

For purposes of this Section 11.3(a), the fair market value of the Combined Interest shall be determined by agreement between the Departing General Partner and its successor or, failing agreement within 30 days after the effective date of such Departing General Partner’s withdrawal or removal, by an independent investment banking firm or other independent expert selected by the Departing General Partner and its successor, which, in turn, may rely on other experts, and the determination of which shall be conclusive as to such matter. If such parties cannot agree upon one independent investment banking firm or other independent expert within 45 days after the effective date of such withdrawal or removal, then the Departing General Partner shall designate an independent investment banking firm or other independent expert, the Departing General Partner’s successor shall designate an independent investment banking firm or other independent expert, and such firms or experts shall mutually select a third independent investment banking firm or independent expert, which third independent investment banking firm or other independent expert shall determine the fair market value of the Combined Interest. In making its determination, such third independent investment banking firm or other independent expert shall consider the value of the Units, including the then current trading price of Units on any National Securities Exchange on which Units are then listed or admitted to trading, the value of the Partnership’s assets, the rights and obligations of the Departing General Partner (including an appropriate “control premium”), the value of the Incentive Distribution Rights and the General Partner Interest and other factors it may deem relevant.

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(b) If the Combined Interest is not purchased in the manner set forth in Section 11.3(a), the Departing General Partner (or its transferee) shall become a Limited Partner and the Combined Interest shall be converted into Common Units pursuant to a valuation made by an investment banking firm or other independent expert selected pursuant to Section 11.3(a), without reduction in such Partnership Interest (but subject to proportionate dilution by reason of the admission of its successor). Any successor General Partner shall indemnify the Departing General Partner (or its transferee) as to all debts and liabilities of the Partnership arising on or after the date on which the Departing General Partner (or its transferee) becomes a Limited Partner. For purposes of this Agreement, conversion of the Combined Interest to Common Units will be characterized as if the Departing General Partner (or its transferee) contributed the Combined Interest to the Partnership in exchange for the newly issued Common Units.

(c) If a successor General Partner is elected in accordance with the terms of Section 11.1 or Section 11.2 (or if the business of the Partnership is continued pursuant to Section 12.2 and the successor General Partner is not the former General Partner) and the option described in Section 11.3 (a) is not exercised by the party entitled to do so, the successor General Partner shall, at the effective date of its admission to the Partnership, contribute to the Partnership cash in the amount equal to the product of (x) the quotient obtained by dividing (A) the Percentage Interest of the General Partner Interest of the Departing General Partner by (B) a percentage equal to 100% less the Percentage Interest of the General Partner Interest of the Departing General Partner and (y) the Net Agreed Value of the Partnership’s assets on such date. In such event, such successor General Partner shall, subject to the following sentence, be entitled to its Percentage Interest of all Partnership allocations and distributions to which the Departing General Partner was entitled. In addition, the successor General Partner shall cause this Agreement to be amended to reflect that, from and after the date of such successor General Partner’s admission, the successor General Partner’s interest in all Partnership distributions and allocations shall be its Percentage Interest.

Section 11.4 Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages. Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist:

(a) the Subordinated Units held by any Person will immediately and automatically convert into Common Units on a one-for-one basis, provided (i) neither such Person nor any of its Affiliates voted any of its Units in favor of the removal and (ii) such Person is not an Affiliate of the successor General Partner; and

(b) if all of the Subordinated Units convert into Common Units pursuant to Section 11.4(a), all Cumulative Common Unit Arrearages on the Common Units will be extinguished and the Subordination Period will end;

provided , however , that such converted Subordinated Units shall remain subject to the provisions of Sections 5.5(c)(ii), 6.1(d)(x) and 6.7.

Section 11.5 Withdrawal of Limited Partners. No Limited Partner shall have any right to withdraw from the Partnership; provided, however, that when a transferee of a Limited Partner’s Limited Partner Interest becomes a Record Holder of the Limited Partner Interest so transferred, such transferring Limited Partner shall cease to be a Limited Partner with respect to the Limited Partner Interest so transferred.

ARTICLE XII

DISSOLUTION AND LIQUIDATION

Section 12.1 Dissolution . The Partnership shall not be dissolved by the admission of additional Limited Partners or by the admission of a successor General Partner in accordance with the terms of this Agreement. Upon the removal or withdrawal of the General Partner, if a successor General Partner is elected pursuant to Section 11.1, 11.2 or 12.2, the Partnership shall not be dissolved and such successor General Partner is hereby authorized to, and shall, continue the business of the Partnership. Subject to Section 12.2, the Partnership shall dissolve, and its affairs shall be wound up, upon:

(a) an Event of Withdrawal of the General Partner as provided in Section 11.1(a) (other than Section 11.1(a)(ii)), unless a successor is elected and such successor is admitted to the Partnership pursuant to this Agreement;

(b) an election to dissolve the Partnership by the General Partner that is approved by the holders of a Unit Majority;

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(d) at any time there are no Limited Partners, unless the Partnership is continued without dissolution in accordance with the Delaware Act.

Section 12.2 Continuation of the Business of the Partnership After Dissolution . Upon (a) an Event of Withdrawal caused by the withdrawal or removal of the General Partner as provided in Section 11.1(a)(i) or (iii) and the failure of the Partners to select a successor to such Departing General Partner pursuant to Section 11.1 or Section 11.2, then within 90 days thereafter, or (b) an event constituting an Event of Withdrawal as defined in Section 11.1(a)(iv), (v) or (vi), then, to the maximum extent permitted by law, within 180 days thereafter, the holders of a Unit Majority may elect to continue the business of the Partnership on the same terms and conditions set forth in this Agreement by appointing as a successor General Partner a Person approved by the holders of a Unit Majority. Unless such an election is made within the applicable time period as set forth above, the Partnership shall conduct only activities necessary to wind up its affairs. If such an election is so made, then:

(i) the Partnership shall continue without dissolution unless earlier dissolved in accordance with this Article XII;

(ii) if the successor General Partner is not the former General Partner, then the interest of the former General Partner shall be treated in the manner provided in Section 11.3; and

(iii) the successor General Partner shall be admitted to the Partnership as General Partner, effective as of the Event of Withdrawal, by agreeing in writing to be bound by this Agreement; provided , that the right of the holders of a Unit Majority to approve a successor General Partner and to continue the business of the Partnership shall not exist and may not be exercised unless the Partnership has received an Opinion of Counsel that (x) the exercise of the right would not result in the loss of limited liability under the Delaware Act of any Limited Partner and (y) neither the Partnership nor any Group Member would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of such right to continue (to the extent not already so treated or taxed).

Section 12.3 Liquidator . Upon dissolution of the Partnership, unless the business of the Partnership is continued pursuant to Section 12.2, the General Partner shall select one or more Persons to act as Liquidator. The Liquidator (if other than the General Partner) shall be entitled to receive such compensation for its services as may be approved by holders of at least a majority of the Outstanding Common Units and Subordinated Units, voting as a single class. The Liquidator (if other than the General Partner) shall agree not to resign at any time without 15 days’ prior notice and may be removed at any time, with or without cause, by notice of removal approved by holders of at least a majority of the Outstanding Common Units and Subordinated Units, voting as a single class. Upon dissolution, removal or resignation of the Liquidator, a successor and substitute Liquidator (who shall have and succeed to all rights, powers and duties of the original Liquidator) shall within 30 days thereafter be approved by holders of at least a majority of the Outstanding Common Units and Subordinated Units, voting as a single class. The right to approve a successor or substitute Liquidator in the manner provided herein shall be deemed to refer also to any such successor or substitute Liquidator approved in the manner herein provided. Except as expressly provided in this Article XII, the Liquidator approved in the manner provided herein shall have and may exercise, without further authorization or consent of any of the parties hereto, all of the powers conferred upon the General Partner under the terms of this Agreement (but subject to all of the applicable limitations, contractual and otherwise, upon the exercise of such powers, other than the limitation on sale set forth in Section 7.3) necessary or appropriate to carry out the duties and functions of the Liquidator hereunder for and during the period of time required to complete the winding up and liquidation of the Partnership as provided for herein.

Section 12.4 Liquidation . The Liquidator shall proceed to dispose of the assets of the Partnership, discharge its liabilities, and otherwise wind up its affairs in such manner and over such period as determined by the Liquidator, subject to Section 17‑804 of the Delaware Act and the following:

(a) The assets may be disposed of by public or private sale or by distribution in kind to one or more Partners on such terms as the Liquidator and such Partner or Partners may agree. If any property is distributed in kind, the Partner receiving the property shall be deemed for purposes of Section 12.4(c) to have received cash equal to its fair market value; and contemporaneously therewith, appropriate cash distributions must be made to the other Partners. The Liquidator may defer liquidation or distribution of the Partnership’s assets for a reasonable time if it determines that an immediate sale or distribution of all or some of the Partnership’s assets would be impractical or would cause undue loss to the Partners. The Liquidator may distribute the Partnership’s assets, in whole or in part, in kind if it determines that a sale would be impractical or would cause undue loss to the Partners.

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(b) Liabilities of the Partnership include amounts owed to the Liquidator as compensation for serving in such capacity (subject to the terms of Section 12.3) and amounts to Partners otherwise than in respect of their distribution rights under Article VI. With respect to any liability that is contingent, conditional or unmatured or is otherwise not yet due and payable, the Liquidator shall either settle such claim for such amount as it thinks appropriate or establish a reserve of cash or other assets to provide for its payment. When paid, any unused portion of the reserve shall be distributed as additional liquidation proceeds.

(c) All property and all cash in excess of that required to discharge liabilities as provided in Section 12.4(b) shall be distributed to the Partners in accordance with, and to the extent of, the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments (other than those made by reason of distributions pursuant to this Section 12.4(c)) for the taxable period of the Partnership during which the liquidation of the Partnership occurs (with such date of occurrence being determined pursuant to Treasury Regulation Section 1.704‑1(b)(2)(ii)(g)), and such distribution shall be made by the end of such taxable period (or, if later, within 90 days after said date of such occurrence).

Section 12.5 Cancellation of Certificate of Limited Partnership . Upon the completion of the distribution of Partnership cash and property as provided in Section 12.4 in connection with the liquidation of the Partnership, the Certificate of Limited Partnership and all qualifications of the Partnership as a foreign limited partnership in jurisdictions other than the State of Delaware shall be canceled and such other actions as may be necessary to terminate the Partnership shall be taken.

Section 12.6 Return of Contributions . The General Partner shall not be personally liable for, and shall have no obligation to contribute or loan any monies or property to the Partnership to enable it to effectuate, the return of the Capital Contributions of the Limited Partners or Unitholders, or any portion thereof, it being expressly understood that any such return shall be made solely from Partnership assets.

Section 12.7 Waiver of Partition . To the maximum extent permitted by law, each Partner hereby waives any right to partition of the Partnership property.

Section 12.8 Capital Account Restoration . No Limited Partner shall have any obligation to restore any negative balance in its Capital Account upon liquidation of the Partnership. The General Partner shall be obligated to restore any negative balance in its Capital Account upon liquidation of its interest in the Partnership by the end of the taxable period of the Partnership during which such liquidation occurs, or, if later, within 90 days after the date of such liquidation.

ARTICLE XIII

AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE

Section 13.1 Amendments to be Adopted Solely by the General Partner . Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

(a) a change in the name of the Partnership, the location of the principal place of business of the Partnership, the registered agent of the Partnership or the registered office of the Partnership;

(b) admission, substitution, withdrawal or removal of Partners in accordance with this Agreement;

(c) a change that the General Partner determines to be necessary or appropriate to qualify or continue the qualification of the Partnership as a limited partnership or a partnership in which the Limited Partners have limited liability under the laws of any state or to ensure that the Group Members will not be treated as associations taxable as corporations or otherwise taxed as entities for federal income tax purposes;

(d) a change that the General Partner determines (i) does not adversely affect the Limited Partners (including any particular class of Partnership Interests as compared to other classes of Partnership Interests) in any material respect, (ii) to be necessary or appropriate to (A) satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute (including the Delaware Act) or (B) facilitate the trading of the Units (including the division of any class or classes of Outstanding Units into different classes to facilitate uniformity of tax consequences within such classes of Units) or comply with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are or will be listed or admitted to trading, (iii) to be necessary or appropriate in

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connection with action taken by the General Partner pursuant to Section 5.9 or (iv) is required to effect the intent expressed in the Registration Statement or the intent of the provisions of this Agreement or is otherwise contemplated by this Agreement;

(e) a change in the fiscal year or taxable period of the Partnership and any other changes that the General Partner determines to be necessary or appropriate as a result of a change in the fiscal year or taxable period of the Partnership including, if the General Partner shall so determine, a change in the definition of “Quarter” and the dates on which distributions are to be made by the Partnership;

(f) an amendment that is necessary, in the Opinion of Counsel, to prevent the Partnership, or the General Partner or its directors, officers, trustees or agents from in any manner being subjected to the provisions of the Investment Company Act of 1940, as amended, the Investment Advisers Act of 1940, as amended, or “plan asset” regulations adopted under the Employee Retirement Income Security Act of 1974, as amended, regardless of whether such are substantially similar to plan asset regulations currently applied or proposed by the United States Department of Labor;

(g) an amendment that the General Partner determines to be necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests and options, rights, warrants and appreciation rights relating to the Partnership Interests pursuant to Section 5.6;

(h) any amendment expressly permitted in this Agreement to be made by the General Partner acting alone;

(i) an amendment effected, necessitated or contemplated by a Merger Agreement approved in accordance with Section 14.3;

(j) an amendment that the General Partner determines to be necessary or appropriate to reflect and account for the formation by the Partnership of, or investment by the Partnership in, any corporation, partnership, joint venture, limited liability company or other entity, in connection with the conduct by the Partnership of activities permitted by the terms of Section 2.4 or 7.1(a);

(k) a merger, conveyance or conversion pursuant to Section 14.3(d); or

(l) any other amendments substantially similar to the foregoing.

Section 13.2 Amendment Procedures . Amendments to this Agreement may be proposed only by the General Partner. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve any amendment to this Agreement and may decline to do so in its sole discretion, and, in declining to propose or approve an amendment, to the fullest extent permitted by law shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity. An amendment shall be effective upon its approval by the General Partner and, except as otherwise provided by Section 13.1 or 13.3, the holders of a Unit Majority, unless a greater or different percentage is required under this Agreement or by Delaware law. Each proposed amendment that requires the approval of the holders of a specified percentage of Outstanding Units shall be set forth in a writing that contains the text of the proposed amendment. If such an amendment is proposed, the General Partner shall seek the written approval of the requisite percentage of Outstanding Units or call a meeting of the Unitholders to consider and vote on such proposed amendment. The General Partner shall notify all Record Holders upon final adoption of any amendments. The General Partner shall be deemed to have notified all Record Holders as required by this Section 13.2 if it has either (i) filed such amendment with the Commission via its Electronic Data Gathering, Analysis and Retrieval system and such amendment is publicly available on such system or (ii) made such amendment available on any publicly available website maintained by the Partnership

Section 13.3 Amendment Requirements .

(a) Notwithstanding the provisions of Section 13.1 and Section 13.2, no provision of this Agreement that establishes a percentage of Outstanding Units (including Units deemed owned by the General Partner) required to take any action shall be amended, altered, changed, repealed or rescinded in any respect that would have the effect of (i) in the case of any provision of this Agreement other than Section 11.2 or Section 13.4, reducing such percentage or (ii) in the case of Section 11.2 or Section 13.4, increasing such percentage, unless such amendment is approved by the written consent or the affirmative vote of holders of Outstanding Units whose aggregate Outstanding Units constitute not less than the voting requirement sought to be reduced or increased, as applicable.

(b) Notwithstanding the provisions of Section 13.1 and Section 13.2, no amendment to this Agreement may (i) enlarge the obligations of (including requiring any holder of a class of Partnership Interests to make additional Capital Contributions to the

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Partnership) any Limited Partner without its consent, unless such shall be deemed to have occurred as a result of an amendment approved pursuant to Section 13.3(c), or (ii) enlarge the obligations of, restrict, change or modify in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable to, the General Partner or any of its Affiliates without its consent, which consent may be given or withheld at its option.

(c) Except as provided in Section 14.3 or Section 13.1, any amendment that would have a material adverse effect on the rights or preferences of any class of Partnership Interests in relation to other classes of Partnership Interests must be approved by the holders of not less than a majority of the Outstanding Partnership Interests of the class affected. If the General Partner determines an amendment does not satisfy the requirements of Section 13.1(d)(i) because it adversely affects one or more classes of Partnership Interests, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes.

(d) Notwithstanding any other provision of this Agreement, except for amendments pursuant to Section 13.1 and except as otherwise provided by Section 14.3(b), no amendments shall become effective without the approval of the holders of at least 90% of the Outstanding Units voting as a single class unless the Partnership obtains an Opinion of Counsel to the effect that such amendment will not affect the limited liability of any Limited Partner under applicable partnership law of the state under whose laws the Partnership is organized.

(e) Except as provided in Section 13.1, this Section 13.3 shall only be amended with the approval of the holders of at least 90% of the Outstanding Units.

Section 13.4 Special Meetings . All acts of Limited Partners to be taken pursuant to this Agreement shall be taken in the manner provided in this Article XIII. Special meetings of the Limited Partners may be called by the General Partner or by Limited Partners owning 20% or more of the Outstanding Units of the class or classes for which a meeting is proposed. Limited Partners shall call a special meeting by delivering to the General Partner one or more requests in writing stating that the signing Limited Partners wish to call a special meeting and indicating the general or specific purposes for which the special meeting is to be called. Within 60 days after receipt of such a call from Limited Partners or within such greater time as may be reasonably necessary for the Partnership to comply with any statutes, rules, regulations, listing agreements or similar requirements governing the holding of a meeting or the solicitation of proxies for use at such a meeting, the General Partner shall send a notice of the meeting to the Limited Partners either directly or indirectly through the Transfer Agent. A meeting shall be held at a time and place determined by the General Partner on a date not less than 10 days nor more than 60 days after the time notice of the meeting is given as provided in Section 16.1. Limited Partners shall not vote on matters that would cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability under the Delaware Act or the law of any other state in which the Partnership is qualified to do business.

Section 13.5 Notice of a Meeting . Notice of a meeting called pursuant to Section 13.4 shall be given to the Record Holders of the class or classes of Units for which a meeting is proposed in writing by mail or other means of written communication in accordance with Section 16.1. The notice shall be deemed to have been given at the time when deposited in the mail or sent by other means of written communication.

Section 13.6 Record Date . For purposes of determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners or to give approvals without a meeting as provided in Section 13.11 the General Partner may set a Record Date, which shall not be less than 10 nor more than 60 days before (a) the date of the meeting (unless such requirement conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed or admitted to trading or U.S. federal securities laws, in which case the rule, regulation, guideline or requirement of such National Securities Exchange or U.S. federal securities laws shall govern) or (b) in the event that approvals are sought without a meeting, the date by which Limited Partners are requested in writing by the General Partner to give such approvals. If the General Partner does not set a Record Date, then (a) the Record Date for determining the Limited Partners entitled to notice of or to vote at a meeting of the Limited Partners shall be the close of business on the day next preceding the day on which notice is given, and (b) the Record Date for determining the Limited Partners entitled to give approvals without a meeting shall be the date the first written approval is deposited with the Partnership in care of the General Partner in accordance with Section 13.11.

Section 13.7 Adjournment . When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting and a new Record Date need not be fixed, if the time and place thereof are announced at the meeting at which the adjournment is taken, unless such adjournment shall be for more than 45 days. At the adjourned meeting, the Partnership may transact any business which might have been transacted at the original meeting. If the adjournment is for more than 45 days or if a new Record Date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given in accordance with this Article XIII.

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Section 13.8 Waiver of Notice; Approval of Meeting; Approval of Minutes . The transactions of any meeting of Limited Partners, however called and noticed, and whenever held, shall be as valid as if it had occurred at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy. Attendance of a Limited Partner at a meeting shall constitute a waiver of notice of the meeting, except when the Limited Partner attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened; and except that attendance at a meeting is not a waiver of any right to disapprove the consideration of matters required to be included in the notice of the meeting, but not so included, if the disapproval is expressly made at the meeting.

Section 13.9 Quorum and Voting . The holders of a majority of the Outstanding Units of the class or classes for which a meeting has been called (including Outstanding Units deemed owned by the General Partner) represented in person or by proxy shall constitute a quorum at a meeting of Limited Partners of such class or classes unless any such action by the Limited Partners requires approval by holders of a greater percentage of such Units, in which case the quorum shall be such greater percentage. At any meeting of the Limited Partners duly called and held in accordance with this Agreement at which a quorum is present, the act of Limited Partners holding Outstanding Units that in the aggregate represent a majority of the Outstanding Units entitled to vote and be present in person or by proxy at such meeting shall be deemed to constitute the act of all Limited Partners, unless a greater or different percentage is required with respect to such action under the provisions of this Agreement, in which case the act of the Limited Partners holding Outstanding Units that in the aggregate represent at least such greater or different percentage shall be required. The Limited Partners present at a duly called or held meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough Limited Partners to leave less than a quorum, if any action taken (other than adjournment) is approved by the required percentage of Outstanding Units specified in this Agreement (including Outstanding Units deemed owned by the General Partner). In the absence of a quorum any meeting of Limited Partners may be adjourned from time to time by the affirmative vote of holders of at least a majority of the Outstanding Units entitled to vote at such meeting (including Outstanding Units deemed owned by the General Partner) represented either in person or by proxy, but no other business may be transacted, except as provided in Section 13.7.

Section 13.10 Conduct of a Meeting. The General Partner shall have full power and authority concerning the manner of conducting any meeting of the Limited Partners or solicitation of approvals in writing, including the determination of Persons entitled to vote, the existence of a quorum, the satisfaction of the requirements of Section 13.4, the conduct of voting, the validity and effect of any proxies and the determination of any controversies, votes or challenges arising in connection with or during the meeting or voting. The General Partner shall designate a Person to serve as chairman of any meeting and shall further designate a Person to take the minutes of any meeting. All minutes shall be kept with the records of the Partnership maintained by the General Partner. The General Partner may make such other regulations consistent with applicable law and this Agreement as it may deem advisable concerning the conduct of any meeting of the Limited Partners or solicitation of approvals in writing, including regulations in regard to the appointment of proxies, the appointment and duties of inspectors of votes and approvals, the submission and examination of proxies and other evidence of the right to vote, and the revocation of approvals in writing.

Section 13.11 Action Without a Meeting . If authorized by the General Partner, any action that may be taken at a meeting of the Limited Partners may be taken without a meeting, without a vote and without prior notice, if an approval in writing setting forth the action so taken is signed by Limited Partners owning not less than the minimum percentage of the Outstanding Units (including Outstanding Units deemed owned by the General Partner) that would be necessary to authorize or take such action at a meeting at which all the Limited Partners were present and voted (unless such provision conflicts with any rule, regulation, guideline or requirement of any National Securities Exchange on which the Units are listed or admitted to trading, in which case the rule, regulation, guideline or requirement of such National Securities Exchange shall govern). Prompt notice of the taking of action without a meeting shall be given to the Limited Partners who have not approved in writing. The General Partner may specify that any written ballot, if any, submitted to Limited Partners for the purpose of taking any action without a meeting shall be returned to the Partnership within the time period, which shall be not less than 20 days, specified by the General Partner. If a ballot returned to the Partnership does not vote all of the Units held by the Limited Partners, the Partnership shall be deemed to have failed to receive a ballot for the Units that were not voted. If approval of the taking of any action by the Limited Partners is solicited by any Person other than by or on behalf of the General Partner, the written approvals shall have no force and effect unless and until (a) they are deposited with the Partnership in care of the General Partner and (b) an Opinion of Counsel is delivered to the General Partner to the effect that the exercise of such right and the action proposed to be taken with respect to any particular matter (i) will not cause the Limited Partners to be deemed to be taking part in the management and control of the business and affairs of the Partnership so as to jeopardize the Limited Partners’ limited liability, and (ii) is otherwise permissible under the state statutes then governing the rights, duties and liabilities of the Partnership and the Partners. Nothing contained in this Section 13.11 shall be deemed to require the General Partner to solicit all Limited Partners in connection with a matter approved by the holders of the requisite percentage of Units acting by written consent without a meeting.

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Section 13.12 Right to Vote and Related Matters .

(a) Only those Record Holders of the Outstanding Units on the Record Date set pursuant to Section 13.6 (and also subject to the limitations contained in the definition of “ Outstanding ”) shall be entitled to notice of, and to vote at, a meeting of Limited Partners or to act with respect to matters as to which the holders of the Outstanding Units have the right to vote or to act. All references in this Agreement to votes of, or other acts that may be taken by, the Outstanding Units shall be deemed to be references to the votes or acts of the Record Holders of such Outstanding Units.

(b) With respect to Units that are held for a Person’s account by another Person (such as a broker, dealer, bank, trust company or clearing corporation, or an agent of any of the foregoing), in whose name such Units are registered, such other Person shall, in exercising the voting rights in respect of such Units on any matter, and unless the arrangement between such Persons provides otherwise, vote such Units in favor of, and at the direction of, the Person who is the beneficial owner, and the Partnership shall be entitled to assume it is so acting without further inquiry. The provisions of this Section 13.12(b) (as well as all other provisions of this Agreement) are subject to the provisions of Section 4.3.

ARTICLE XIV

MERGER, CONSOLIDATION OR CONVERSION

Section 14.1 Authority. The Partnership may merge or consolidate with or into one or more corporations, limited liability companies, statutory trusts or associations, real estate investment trusts, common law trusts or unincorporated businesses, including a partnership (whether general or limited (including a limited liability partnership)) or convert into any such entity, whether such entity is formed under the laws of the State of Delaware or any other state of the United States of America, pursuant to a written plan of merger or consolidation (“ Merger Agreement ”) or a written plan of conversion (“ Plan of Conversion ”), as the case may be, in accordance with this Article XIV.

Section 14.2 Procedure for Merger, Consolidation or Conversion.

(a) Merger, consolidation or conversion of the Partnership pursuant to this Article XIV requires the prior consent of the General Partner, provided , however , that, to the fullest extent permitted by law, the General Partner shall have no duty or obligation to consent to any merger, consolidation or conversion of the Partnership and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership, any Limited Partner and, in declining to consent to a merger, consolidation or conversion, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity.

(b) If the General Partner shall determine to consent to the merger or consolidation, the General Partner shall approve the Merger Agreement, which shall set forth:

(i) the name and jurisdiction of formation or organization of each of the business entities proposing to merge or consolidate;

(ii) the name and jurisdiction of formation or organization of the business entity that is to survive the proposed merger or consolidation (the “ Surviving Business Entity ”);

(iii) the terms and conditions of the proposed merger or consolidation;

(iv) the manner and basis of exchanging or converting the equity interests of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity; and (i) if any interests, securities or rights of any constituent business entity are not to be exchanged or converted solely for, or into, cash, property or interests, rights, securities or obligations of the Surviving Business Entity, then the cash, property or interests, rights, securities or obligations of any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity) which the holders of such interests, securities or rights are to receive in exchange for, or upon conversion of their interests, securities or rights, and (ii) in the case of equity interests represented by certificates, upon the surrender of such certificates, which cash, property or interests, rights, securities or obligations of the Surviving Business Entity or any general or limited partnership, corporation, trust, limited liability company, unincorporated business or other entity (other than the Surviving Business Entity), or evidences thereof, are to be delivered;

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(v) a statement of any changes in the constituent documents or the adoption of new constituent documents (the articles or certificate of incorporation, articles of trust, declaration of trust, certificate or agreement of limited partnership, certificate of formation or limited liability company agreement or other similar charter or governing document) of the Surviving Business Entity to be effected by such merger or consolidation;

(vi) the effective time of the merger, which may be the date of the filing of the certificate of merger pursuant to Section 14.4 or a later date specified in or determinable in accordance with the Merger Agreement ( provided , that if the effective time of the merger is to be later than the date of the filing of such certificate of merger, the effective time shall be fixed at a date or time certain and stated in the certificate of merger); and

(vii) such other provisions with respect to the proposed merger or consolidation that the General Partner determines to be necessary or appropriate.

(c) If the General Partner shall determine to consent to the conversion, the General Partner shall approve the Plan of Conversion, which shall set forth:

(i) the name of the converting entity and the converted entity;

(ii) a statement that the Partnership is continuing its existence in the organizational form of the converted entity;

(iii) a statement as to the type of entity that the converted entity is to be and the state or country under the laws of which the converted entity is to be incorporated, formed or organized;

(iv) the manner and basis of exchanging or converting the equity securities of each constituent business entity for, or into, cash, property or interests, rights, securities or obligations of the converted entity or another entity, or for the cancellation of such equity securities;

(v) in an attachment or exhibit, the certificate of limited partnership of the Partnership; and

(vi) in an attachment or exhibit, the certificate of limited partnership, articles of incorporation, or other organizational documents of the converted entity;

(vii) the effective time of the conversion, which may be the date of the filing of the articles of conversion or a later date specified in or determinable in accordance with the Plan of Conversion ( provided , that if the effective time of the conversion is to be later than the date of the filing of such articles of conversion, the effective time shall be fixed at a date or time certain and stated in such articles of conversion); and

(viii) such other provisions with respect to the proposed conversion that the General Partner determines to be necessary or appropriate.

Section 14.3 Approval by Limited Partners.

(a) Except as provided in Section 14.3(d), the General Partner, upon its approval of the Merger Agreement or the Plan of Conversion, as the case may be, shall direct that the Merger Agreement or the Plan of Conversion and the merger, consolidation or conversion contemplated thereby, as applicable, be submitted to a vote of Limited Partners, whether at a special meeting or by written consent, in either case in accordance with the requirements of Article XIII. A copy or a summary of the Merger Agreement or the Plan of Conversion, as the case may be, shall be included in or enclosed with the notice of a special meeting or the written consent.

(b) Except as provided in Sections 14.3(d) and 14.3(e), the Merger Agreement or Plan of Conversion, as the case may be, shall be approved upon receiving the affirmative vote or consent of the holders of a Unit Majority unless the Merger Agreement or Plan of Conversion, as the case may be, contains any provision that, if contained in an amendment to this Agreement, the provisions of this Agreement or the Delaware Act would require for its approval the vote or consent of a greater percentage of the Outstanding Units or of any class of Limited Partners, in which case such greater percentage vote or consent shall be required for approval of the Merger Agreement or the Plan of Conversion, as the case may be.

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composite Agreement of limited partnership

(c) Except as provided in Sections 14.3(d) and 14.3(e), after such approval by vote or consent of the Limited Partners, and at any time prior to the filing of the certificate of merger or certificate of conversion pursuant to Section 14.4, the merger, consolidation or conversion may be abandoned pursuant to provisions therefor, if any, set forth in the Merger Agreement or Plan of Conversion, as the case may be.

(d) Notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to convert the Partnership or any Group Member into a new limited liability entity, to merge the Partnership or any Group Member into, or convey all of the Partnership’s assets to, another limited liability entity that shall be newly formed and shall have no assets, liabilities or operations at the time of such conversion, merger or conveyance other than those it receives from the Partnership or other Group Member if (i) the General Partner has received an Opinion of Counsel that the conversion, merger or conveyance, as the case may be, would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already treated as such), (ii) the sole purpose of such conversion, merger, or conveyance is to effect a mere change in the legal form of the Partnership into another limited liability entity and (iii) the governing instruments of the new entity provide the Limited Partners and the General Partner with substantially the same rights and obligations as are herein contained.

(e) Additionally, notwithstanding anything else contained in this Article XIV or in this Agreement, the General Partner is permitted, without Limited Partner approval, to merge or consolidate the Partnership with or into another entity if (A) the General Partner has received an Opinion of Counsel that the merger or consolidation, as the case may be, would not result in the loss of the limited liability under the Delaware Act of any Limited Partner or cause the Partnership or any Group Member to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes (to the extent not already treated as such), (B) the merger or consolidation would not result in an amendment to this Agreement, other than any amendments that could be adopted pursuant to Section 13.1, (C) the Partnership is the Surviving Business Entity in such merger or consolidation, (D) each Unit outstanding immediately prior to the effective date of the merger or consolidation is to be an identical Unit of the Partnership after the effective date of the merger or consolidation, and (E) the number of Partnership Interests to be issued by the Partnership in such merger or consolidation does not exceed 20% of the Partnership Interests (other than Incentive Distribution Rights) Outstanding immediately prior to the effective date of such merger or consolidation.

(f) Pursuant to Section 17‑211(g) of the Delaware Act, an agreement of merger or consolidation approved in accordance with this Article XIV may (a) effect any amendment to this Agreement or (b) effect the adoption of a new partnership agreement for the Partnership if it is the Surviving Business Entity. Any such amendment or adoption made pursuant to this Section 14.3 shall be effective at the effective time or date of the merger or consolidation.

Section 14.4 Certificate of Merger . Upon the required approval by the General Partner and the Unitholders of a Merger Agreement or the Plan of Conversion, as the case may be, a certificate of merger or certificate of conversion, as applicable, shall be executed and filed with the Secretary of State of the State of Delaware in conformity with the requirements of the Delaware Act.

Section 14.5 Effect of Merger, Consolidation or Conversion.

(a) At the effective time of the certificate of merger:

(i) all of the rights, privileges and powers of each of the business entities that has merged or consolidated, and all property, real, personal and mixed, and all debts due to any of those business entities and all other things and causes of action belonging to each of those business entities, shall be vested in the Surviving Business Entity and after the merger or consolidation shall be the property of the Surviving Business Entity to the extent they were of each constituent business entity;

(ii) the title to any real property vested by deed or otherwise in any of those constituent business entities shall not revert and is not in any way impaired because of the merger or consolidation;

(iii) all rights of creditors and all liens on or security interests in property of any of those constituent business entities shall be preserved unimpaired; and

(iv) all debts, liabilities and duties of those constituent business entities shall attach to the Surviving Business Entity and may be enforced against it to the same extent as if the debts, liabilities and duties had been incurred or contracted by it.

WILLIAMS PARTNERS L.P.

composite Agreement of limited partnership

(b) At the effective time of the certificate of conversion, for all purposes of the laws of the State of Delaware:

(i) the Partnership shall continue to exist, without interruption, but in the organizational form of the converted entity rather than in its prior organizational form;

(ii) all rights, title, and interests to all real estate and other property owned by the Partnership shall remain vested in the converted entity in its new organizational form without reversion or impairment, without further act or deed, and without any transfer or assignment having occurred, but subject to any existing liens or other encumbrances thereon;

(iii) all liabilities and obligations of the Partnership shall continue to be liabilities and obligations of the converted entity in its new organizational form without impairment or diminution by reason of the conversion;

(iv) all rights of creditors or other parties with respect to or against the prior interest holders or other owners of the Partnership in their capacities as such in existence as of the effective time of the conversion will continue in existence as to those liabilities and obligations and are enforceable against the converted entity by such creditors and obligees to the same extent as if the liabilities and obligations had originally been incurred or contracted by the converted entity;

(v) the Partnership Interests that are to be converted into partnership interests, shares, evidences of ownership, or other rights or securities in the converted entity or cash as provided in the plan of conversion shall be so converted, and Partners shall be entitled only to the rights provided in the Plan of Conversion.

ARTICLE XV

RIGHT TO ACQUIRE LIMITED PARTNER INTERESTS

Section 15.1 Right to Acquire Limited Partner Interests.

(a) Notwithstanding any other provision of this Agreement, if at any time the General Partner and its Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding, the General Partner shall then have the right, which right it may assign and transfer in whole or in part to the Partnership or any Affiliate of the General Partner, exercisable in its sole discretion, to purchase all, but not less than all, of such Limited Partner Interests of such class then Outstanding held by Persons other than the General Partner and its Affiliates, at the greater of (x) the Current Market Price as of the date three days prior to the date that the notice described in Section 15.1(b) is mailed and (y) the highest price paid by the General Partner or any of its Affiliates for any such Limited Partner Interest of such class purchased during the 90‑day period preceding the date that the notice described in Section 15.1(b) is mailed.

(b) If the General Partner, any Affiliate of the General Partner or the Partnership elects to exercise the right to purchase Limited Partner Interests granted pursuant to Section 15.1(a), the General Partner shall deliver to the Transfer Agent notice of such election to purchase (the “ Notice of Election to Purchase ”) and shall cause the Transfer Agent to mail a copy of such Notice of Election to Purchase to the Record Holders of Limited Partner Interests of such class (as of a Record Date selected by the General Partner) at least 10, but not more than 60, days prior to the Purchase Date. Such Notice of Election to Purchase shall also be published for a period of at least three consecutive days in at least two daily newspapers of general circulation printed in the English language and published in the Borough of Manhattan, New York. The Notice of Election to Purchase shall specify the Purchase Date and the price (determined in accordance with Section 15.1(a)) at which Limited Partner Interests will be purchased and state that the General Partner, its Affiliate or the Partnership, as the case may be, elects to purchase such Limited Partner Interests, upon surrender of Certificates representing such Limited Partner Interests in the case of Limited Partner Interests evidenced by Certificates, in exchange for payment, at such office or offices of the Transfer Agent as the Transfer Agent may specify, or as may be required by any National Securities Exchange on which such Limited Partner Interests are listed or admitted to trading. Any such Notice of Election to Purchase mailed to a Record Holder of Limited Partner Interests at his address as reflected in the records of the Transfer Agent shall be conclusively presumed to have been given regardless of whether the owner receives such notice. On or prior to the Purchase Date, the General Partner, its Affiliate or the Partnership, as the case may be, shall deposit with the Transfer Agent cash in an amount sufficient to pay the aggregate purchase price of all of such Limited Partner Interests to be purchased in accordance with this Section 15.1. If the Notice of Election to Purchase shall have been duly given as aforesaid at least 10 days prior to the Purchase Date, and if on or prior to the Purchase Date the deposit described in the preceding sentence has been made for the benefit of the holders of Limited Partner Interests subject to purchase as provided herein, then from and after the Purchase Date, notwithstanding that any

WILLIAMS PARTNERS L.P.

composite Agreement of limited partnership

Certificate shall not have been surrendered for purchase, all rights of the holders of such Limited Partner Interests (including any rights pursuant to Article III, Article IV, Article V, Article VI, and Article XII) shall thereupon cease, except the right to receive the purchase price (determined in accordance with Section 15.1(a)) for Limited Partner Interests therefor, without interest, upon surrender to the Transfer Agent of the Certificates representing such Limited Partner Interests in the case of Limited Partner Interests evidenced by Certificates, and such Limited Partner Interests shall thereupon be deemed to be transferred to the General Partner, its Affiliate or the Partnership, as the case may be, on the record books of the Transfer Agent and the Partnership, and the General Partner or any Affiliate of the General Partner, or the Partnership, as the case may be, shall be deemed to be the owner of all such Limited Partner Interests from and after the Purchase Date and shall have all rights as the owner of such Limited Partner Interests (including all rights as owner of such Limited Partner Interests pursuant to Article III, Article IV, Article V, Article VI and Article XII).

(c) In the case of Limited Partner Interests evidenced by Certificates, at any time from and after the Purchase Date, a holder of an Outstanding Limited Partner Interest subject to purchase as provided in this Section 15.1 may surrender his Certificate evidencing such Limited Partner Interest to the Transfer Agent in exchange for payment of the amount described in Section 15.1(a), therefor, without interest thereon.

ARTICLE XVI

GENERAL PROVISIONS

Section 16.1 Addresses and Notices; Written Communications.

(a) Any notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner under this Agreement shall be in writing and shall be deemed given or made when delivered in person or when sent by first class United States mail or by other means of written communication to the Partner at the address described below. Any notice, payment or report to be given or made to a Partner hereunder shall be deemed conclusively to have been given or made, and the obligation to give such notice or report or to make such payment shall be deemed conclusively to have been fully satisfied, upon sending of such notice, payment or report to the Record Holder of such Partnership Interests at his address as shown on the records of the Transfer Agent or as otherwise shown on the records of the Partnership, regardless of any claim of any Person who may have an interest in such Partnership Interests by reason of any assignment or otherwise. Notwithstanding the foregoing, if (i) a Partner shall consent to receiving notices, demands, requests, reports or proxy materials via electronic mail or by the Internet or (ii) the rules of the Commission shall permit any report or proxy materials to be delivered electronically or made available via the Internet, any such notice, demand, request, report or proxy materials shall be deemed given or made when delivered or made available via such mode of delivery. An affidavit or certificate of making of any notice, payment or report in accordance with the provisions of this Section 16.1 executed by the General Partner, the Transfer Agent or the mailing organization shall be prima facie evidence of the giving or making of such notice, payment or report. If any notice, payment or report given or made in accordance with the provisions of this Section 16.1 is returned marked to indicate that such notice, payment or report was unable to be delivered, such notice, payment or report and, in the case of notices, payments or reports returned by the United States Postal Service (or other physical mail delivery mail service outside the United States of America), any subsequent notices, payments and reports shall be deemed to have been duly given or made without further mailing (until such time as such Record Holder or another Person notifies the Transfer Agent or the Partnership of a change in his address) or other delivery if they are available for the Partner at the principal office of the Partnership for a period of one year from the date of the giving or making of such notice, payment or report to the other Partners. Any notice to the Partnership shall be deemed given if received by the General Partner at the principal office of the Partnership designated pursuant to Section 2.3. The General Partner may rely and shall be protected in relying on any notice or other document from a Partner or other Person if believed by it to be genuine.

(b) The terms “in writing”, “written communications,” “written notice” and words of similar import shall be deemed satisfied under this Agreement by use of e-mail and other forms of electronic communication.

Section 16.2 Further Action. The parties shall execute and deliver all documents, provide all information and take or refrain from taking action as may be necessary or appropriate to achieve the purposes of this Agreement.

Section 16.3 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives and permitted assigns.

WILLIAMS PARTNERS L.P.

composite Agreement of limited partnership

Section 16.4 Integration. Except for agreements with Affiliates of the General Partner, this Agreement constitutes the entire agreement among the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements and understandings pertaining thereto.

Section 16.5 Creditors . None of the provisions of this Agreement shall be for the benefit of, or shall be enforceable by, any creditor of the Partnership.

Section 16.6 Waiver . No failure by any party to insist upon the strict performance of any covenant, duty, agreement or condition of this Agreement or to exercise any right or remedy consequent upon a breach thereof shall constitute waiver of any such breach of any other covenant, duty, agreement or condition.

Section 16.7 Third-Party Beneficiaries. Each Partner agrees that (a) any Indemnitee shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Indemnitee and (b) any Unrestricted Person shall be entitled to assert rights and remedies hereunder as a third-party beneficiary hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to such Unrestricted Person.

Section 16.8 Counterparts. This Agreement may be executed in counterparts, all of which together shall constitute an agreement binding on all the parties hereto, notwithstanding that all such parties are not signatories to the original or the same counterpart. Each party shall become bound by this Agreement immediately upon affixing its signature hereto or, in the case of a Person acquiring a Limited Partner Interest, pursuant to Section 10.1(a) without execution hereof.

Section 16.9 Applicable Law; Forum, Venue and Jurisdiction.

(a) This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to the principles of conflicts of law.

(b) Each of the Partners and each Person holding any beneficial interest in the Partnership (whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise):

(i) irrevocably agrees that any claims, suits, actions or proceedings (A) arising out of or relating in any way to this Agreement (including any claims, suits or actions to interpret, apply or enforce the provisions of this Agreement or the duties, obligations or liabilities among Partners or of Partners to the Partnership, or the rights or powers of, or restrictions on, the Partners or the Partnership), (B) brought in a derivative manner on behalf of the Partnership, (C) asserting a claim of breach of a fiduciary duty owed by any director, officer, or other employee of the Partnership or the General Partner, or owed by the General Partner, to the Partnership or the Partners, (D) asserting a claim arising pursuant to any provision of the Delaware Act or (E) asserting a claim governed by the internal affairs doctrine shall be exclusively brought in the Court of Chancery of the State of Delaware, in each case regardless of whether such claims, suits, actions or proceedings sound in contract, tort, fraud or otherwise, are based on common law, statutory, equitable, legal or other grounds, or are derivative or direct claims;

(ii) irrevocably submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware in connection with any such claim, suit, action or proceeding;

(iii) agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of the Court of Chancery of the State of Delaware or of any other court to which proceedings in the Court of Chancery of the State of Delaware may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper;

(iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding; and

(v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such services shall constitute good and sufficient service of process and notice thereof; provided , nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law.

WILLIAMS PARTNERS L.P.

composite Agreement of limited partnership

Section 16.10 Invalidity of Provisions. If any provision or part of a provision of this Agreement is or becomes for any reason, invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions and part thereof contained herein shall not be affected thereby and this Agreement shall, to the fullest extent permitted by law, be reformed and construed as if such invalid, illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible.

Section 16.11 Consent of Partners . Each Partner hereby expressly consents and agrees that, whenever in this Agreement it is specified that an action may be taken upon the affirmative vote or consent of less than all of the Partners, such action may be so taken upon the concurrence of less than all of the Partners and each Partner shall be bound by the results of such action.

Section 16.12 Facsimile Signatures. The use of facsimile signatures affixed in the name and on behalf of the transfer agent and registrar of the Partnership on Certificates representing Units is expressly permitted by this Agreement.

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.]

WILLIAMS PARTNERS L.P.

composite Agreement of limited partnership

EXHIBIT A

EXHIBIT A
to the First Amended and Restated
Agreement of Limited Partnership of
Williams Partners L.P.

Certificate Evidencing Common Units
Representing Limited Partner Interests in
Williams Partners L.P. No. Common Units

In accordance with Section 4.1 of the First Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., as amended, supplemented or restated from time to time (the “ Partnership Agreemen t”), Williams Partners L.P., a Delaware limited partnership (the “ Partnership ”), hereby certifies that (the “ Holder ”) is the registered owner of Common Units representing limited partner interests in the Partnership (the “ Common Units ”) transferable on the books of the Partnership, in person or by duly authorized attorney, upon surrender of this Certificate properly endorsed. The rights, preferences and limitations of the Common Units are set forth in, and this Certificate and the Common Units represented hereby are issued and shall in all respects be subject to the terms and provisions of, the Partnership Agreement. Copies of the Partnership Agreement are on file at, and will be furnished without charge on delivery of written request to the Partnership at, the principal office of the Partnership located at 900 NW 63 ^rd Street, Oklahoma City, Oklahoma 73118. Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.

THE HOLDER OF THIS SECURITY ACKNOWLEDGES FOR THE BENEFIT OF WILLIAMS PARTNERS L.P. THAT THIS SECURITY MAY NOT BE SOLD, OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED IF SUCH TRANSFER WOULD (A) VIOLATE THE THEN APPLICABLE FEDERAL OR STATE SECURITIES LAWS OR RULES AND REGULATIONS OF THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER GOVERNMENTAL AUTHORITY WITH JURISDICTION OVER SUCH TRANSFER, (B) TERMINATE THE EXISTENCE OR QUALIFICATION OF WILLIAMS PARTNERS L.P. UNDER THE LAWS OF THE STATE OF DELAWARE, OR (C) CAUSE WILLIAMS PARTNERS L.P. TO BE TREATED AS AN ASSOCIATION TAXABLE AS A CORPORATION OR OTHERWISE TO BE TAXED AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES (TO THE EXTENT NOT ALREADY SO TREATED OR TAXED). WPZ GP LLC, THE GENERAL PARTNER OF WILLIAMS PARTNERS L.P., MAY IMPOSE ADDITIONAL RESTRICTIONS ON THE TRANSFER OF THIS SECURITY IF IT RECEIVES AN OPINION OF COUNSEL THAT SUCH RESTRICTIONS ARE NECESSARY TO AVOID A SIGNIFICANT RISK OF WILLIAMS PARTNERS L.P.BECOMING TAXABLE AS A CORPORATION OR OTHERWISE BECOMING TAXABLE AS AN ENTITY FOR FEDERAL INCOME TAX PURPOSES. THE RESTRICTIONS SET FORTH ABOVE SHALL NOT PRECLUDE THE SETTLEMENT OF ANY TRANSACTIONS INVOLVING THIS SECURITY ENTERED INTO THROUGH THE FACILITIES OF ANY NATIONAL SECURITIES EXCHANGE ON WHICH THIS SECURITY IS LISTED OR ADMITTED TO TRADING.

The Holder, by accepting this Certificate, is deemed to have (i) requested admission as, and agreed to become, a Limited Partner and to have agreed to comply with and be bound by and to have executed the Partnership Agreement, (ii) represented and warranted that the Holder has all right, power and authority and, if an individual, the capacity necessary to enter into the Partnership Agreement and (iii) made the waivers and given the consents and approvals contained in the Partnership Agreement.

This Certificate shall not be valid for any purpose unless it has been countersigned and registered by the Transfer Agent and Registrar. This Certificate shall be governed by and construed in accordance with the laws of the State of Delaware.

Dated:	Williams Partners L.P.By: WPZ GP LLC

Countersigned and Registered by:	By:

Computershare Trust Company, N.A.,	Name:

As Transfer Agent and Registrar	By:
		Secretary

Exhibit A-1

[Reverse of Certificate]

ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this Certificate, shall be construed as follows according to applicable laws or regulations:

TEN COM - as tenants in common	UNIF GIFT/TRANSFERS MIN ACT
TEN ENT - as tenants by the entireties		Custodian
JT TEN - as joint tenants with right of survivorship and not as tenants in	(Cust)		(Minor)
common	Under Uniform Gifts/Transfers to CD Minors Act (State)

Additional abbreviations, though not in the above list, may also be used.

ASSIGNMENT OF COMMON UNITS OF
WILLIAMS PARTNERS L.P.FOR VALUE RECEIVED, hereby assigns, conveys, sells and transfers unto


(Please print or typewrite name and address of assignee)		(Please insert Social Security or other identifying number of assignee)

Common Units representing limited partner interests evidenced by this Certificate, subject to the Partnership Agreement, and does hereby irrevocably constitute and appoint as its attorney-in-fact with full power of substitution to transfer the same on the books of Williams Partners L.P.

Date:		NOTE: The signature to any endorsement hereon must correspond with the name as written upon the face of this Certificate in every particular without alteration, enlargement or change.

THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15
		(Signature)


		(Signature)

No transfer of the Common Units evidenced hereby will be registered on the books of the Partnership, unless the Certificate evidencing the Common Units to be transferred is surrendered for registration or transfer.

Exhibit A-2

Exhibit 3.14

COMPOSITE CERTIFICATE OF FORMATION

WPZ GP LLC

(as amended as of July 24, 2012 and February 2, 2015)

1. Name . The name of the Company is “WPZ GP LLC.”

2. Registered Office; Registered Agent . The address of the registered office required to be maintained by Section 18-104 of the Act is:

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

The name and address of the registered agent for service of process required to be maintained by Section 18-104 of the Act are:

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, Delaware 19801

Exhibit 10.6

SECOND AMENDMENT TO

ACCESS MIDSTREAM

LONG-TERM INCENTIVE PLAN

THIS SECOND AMENDMENT TO ACCESS MIDSTREAM LONG-TERM INCENTIVE PLAN (this “ Second Amendment ”) is made and adopted by the Board of Directors (“ Board ”) of WPZ GP LLC, a Delaware limited liability company (“ General Partner ”), effective as of February 2, 2015 (“ Effective Date ”). All capitalized terms used but not otherwise defined in this Second Amendment will have the respective meanings given to such terms in the Plan (as defined below).

RECITALS

WHEREAS, the General Partner maintains the Access Midstream Long-Term Incentive Plan (as amended from time to time, the “ Plan ”);

WHEREAS, pursuant to Section 7(a) of the Plan, the Board may amend the Plan from time to time; and

WHEREAS, the General Partner desires to amend the Plan as set forth in this Second Amendment.

NOW, THEREFORE, BE IT RESOLVED, that the Plan is hereby amended as set forth in this Second Amendment, effective as of the Effective Date:

AMENDMENT

1.	References to the “Company” in the Plan are hereby amended to refer to The Williams Companies, Inc., a Delaware corporation.

2.	References to the “General Partner” in the Plan are hereby amended to refer to WPZ GP LLC, a Delaware limited liability company.

3.	References to the “Partnership” in the Plan are hereby amended to refer to Williams Partners L.P., a Delaware limited partnership.

4.	The Plan is hereby renamed the “Williams Partners Long-Term Incentive Plan”.

5.	This Second Amendment will be and is hereby incorporated into and forms a part of the Plan.

6.	Except as expressly provided herein, all terms and conditions of the Plan will remain in full force and effect.

I hereby certify that the foregoing Second Amendment was duly adopted by the Board of Directors of WPZ GP LLC on February 2, 2015.

Executed on this 2 ^nd day of February, 2015.

By:		/s/ William H. Gault
Printed Name:		William H. Gault
Title:		Assistant Secretary

Exhibit 10.11

AMENDMENT TO EMPLOYMENT AGREEMENT

This Amendment ("Amendment") to that Employment Agreement dated effective January 1, 2013 between Robert S. Purgason, an individual ("Executive"), and Access Midstream Partners GP, L.L.C. ("General Partner") ("EA") is effective October 17, 2014.

RECITALS

A.	L.B. Foster Company ( "L.B. Foster ") has offered Executive a position on L.B. Foster's Board of Directors;

L.B. Foster is headquartered in Pittsburg, Pennsylvania and supplies transportation, construction, utility, energy, recreation, and agriculture markets with the materials necessary to build and maintain their infrastructure through manufacturing, fabricating, and distributing transportation and construction materials;

C.	The Partnership and its subsidiaries do not do business with L.B. Foster; and

D.	Executive's service on the L.B. Foster Board of Directors will not interfere with his duties to the Partnership, the General Partner, or their subsidiaries.

For good and valuable consideration, the receipt and sufficiency is hereby acknowledged the Partnership and the Executive hereby agree as follows:

AGREEMENT

1.	The last sentence of Section 3, Other Activities of the EA is hereby deleted in its entirety and replaced with the following:

Notwithstanding the foregoing, the Company and the Executive acknowledge and agree that the Executive (a) owns a 40% interest in, and is Chairman of, Purgason Productions LLC, which will require up to 2% of the Executive's time and (b) will serve on the Board of Directors of L.B. Foster Company which will not unreasonably interfere with the Executive's responsibilities and duties to the Company and neither (a) nor (b) shall constitute a violation of this Section 3.

Except as amended herein, all other terms and provisions of the EA remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Amendment to be effective on October 17, 2014.

ACCESS MIDSTREAM PARTNERS GP, L.L.C.

By:		/s/ Regina Gregory
Name:		Regina Gregory
Title:		General Counsel, Vice President – Legal
		Corporate Secretary

EXECUTIVE
ROBERT S. PURGASON

By:		/s/ Robert S. Purgason

Exhibit 10.12

EMPLOYMENT AGREEMENT

between

John D. Seldenrust

and

ACCESS MIDSTREAM PARTNERS GP, L.L.C.

Effective January 1, 2013

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of January 1, 2013 (the "Effective Date"), between ACCESS MIDSTREAM PARTNERS GP, L.L.C, a Delaware limited liability company (the "Company"), and John D. Seldenrust, an individual (the "Executive").

W I T N E S S E T H:

WHEREAS, the Company desires to retain the services of the Executive and the Executive desires to make the Executive's services available to the Company.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company and the Executive agree as follows, effective as of the Effective Date:

1.	Employment. The Company hereby employs the Executive and the Executive hereby accepts such employment subject to the terms and conditions contained in this Agreement.

Executive's Duties. The Executive is employed on a full-time basis. Throughout the term of this Agreement, the Executive will use the Executive's best efforts and due diligence to assist the Company in achieving the most profitable operation of the Company and the Company's Affiliates (as defined in paragraph 6.1.1) consistent with developing and maintaining a quality business operation. The Executive shall also devote all of the Executive's working time, attention and energies to the performance of the Executive's duties and responsibilities under this Agreement.

2.1

Specific Duties. The Executive will serve as Vice President - Engineering & Construction, of the Company (or any successor entity thereto), or any entity to which substantially all of the Company's assets are transferred or contributed, and in such positions as are mutually agreed upon by the parties. The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Executive's supervisor. During the term of this Agreement, the Executive may be nominated for election or appointed to serve as a director or officer of any of the Company's Affiliates as determined in such Affiliates' Board of Directors' sole discretion. On behalf of the Company, the services of the Executive will be requested and directed by the Chief Executive Officer of the Company.

2.2

Rules and Regulations. The Company has issued various policies and procedures applicable to employees and the Executive including an Employment Policies Manual which sets forth the general human resources policies of the Company and addresses frequently asked questions regarding the Company. The Executive agrees to comply with such policies and procedures except to the extent inconsistent with this Agreement. Such policies and procedures may be changed or adopted in the sole discretion of the Company without advance notice.

Other Activities. Except as provided in this Agreement or approved by the board of directors of the Company (the "Board"), in writing, the Executive agrees not to: (a) engage in other business activities independent of the Company or its Affiliates; (b) serve as an officer, director, partner, member, principal, employee, agent, representative, consultant or independent contractor of any entity or firm other than the Company or its Affiliates; or (c) directly or indirectly own, manage, operate, control or participate in the ownership, management, operation or control of, or have any interest, financial or otherwise, in any Midstream Gas Gathering and Processing Business other than on behalf of the Company and its Affiliates. For purposes of this Agreement, the term "Midstream Gas Gathering and Processing Business" means any business (i) involving the gathering, compressing, dehydrating, processing, treating, fractionating, marketing and transporting natural gas and/or natural gas liquids or (ii) engaged in by the Company and its Affiliates now or at any time during the term hereof. The foregoing will not prohibit ownership of publicly traded securities or service as an officer or director of a not-for-profit organization. If the Executive serves as a director or officer of a not-for-profit organization, the Executive shall disclose the name of the organization and his involvement in an annual disclosure statement, the form of which shall be provided by the Company.

Executive's Compensation . The Company agrees to compensate the Executive as indicated on Exhibit 4 to this Agreement. Base Salary, as defined in Exhibit 4, will be paid to the Executive in regular installments based on the payroll frequency designated by the Company during the term of this Agreement. Any bonus compensation is subject to the requirement that the Executive be an active full-time employee of the Company on the bonus payment date selected by the Company and will be at the absolute discretion of the Company in such amounts and at such times as the Board may determine. The Executive recognizes and acknowledges that the award of bonuses is not

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guaranteed or promised in any way. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation. Any restricted stock or other awards granted by Access Midstream Partners, L.P. (the “MLP”) to the Executive from the Company's various equity compensation plans will be subject to the terms and conditions thereof and the applicable award agreement.

4.1

Benefits. The Company will provide the Executive such retirement benefits, reimbursement of reasonable expenditures for dues, travel and entertainment and such other benefits as are customarily provided to similarly situated employees of the Company and as are set forth in and governed by the Company's Employment Policies Manual. The Company will also provide the Executive the opportunity to apply for coverage under the Company's medical, life and disability plans, if any. If the Executive is accepted for coverage under such plans, the Company will make such coverage available to the Executive on the same terms as is customarily provided by the Company to the plan participants as modified from time to time. The Executive is subject to all of the terms and provisions of the Company's benefit plans or policies. Exhibit 4 to this Agreement describes specific benefits that will also be provided to the Executive at the expense of the Company. The following specific benefits will also be provided to the Executive at the expense of the Company:

4.1.1

PTO. The Executive will be entitled to 176 hours of Paid Time Off ("PTO") annually, calculated from the Executive's anniversary date, during the term of this Agreement. No additional compensation will be paid for failure to take PTO.

5.	Term. Unless this Agreement is terminated pursuant to the terms of paragraph 6 below, this Agreement will extend for a term of sixty (60) months commencing on the Effective Date, and ending on December 31, 2017 (the "Expiration Date").

6.	Termination.

6.1	Termination by Company. The Company will have the following rights to terminate this Agreement:

6.1.1

Termination without Cause. The Company may terminate the Executive’s employment without Cause at any time by the service of written notice of termination to the Executive specifying an effective date of such termination (the "Termination Date") not sooner than thirty (30) business days after the date of such notice. In the event of elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority or material reduction in Base Salary (collectively referred to as the "Good Reason Conditions"), the Executive may terminate the Executive’s employment if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition. If the Company fails to cure the Good Reason Condition within the thirty (30) day cure period, the Executive may terminate this Agreement within thirty (30) days following the expiration of the cure period and it will be deemed to be a termination without Cause. (The "Termination Date" in the event of a termination by the Executive in connection with Good Reason Condition(s) shall be the date specified in the Executive's notice, which may be no earlier than thirty (30) days following the delivery by the Executive of such notice.) In the event the Executive is terminated without Cause, the Executive will receive as termination compensation within thirty (30) days of the Termination Date: (a) twenty-six (26) weeks of Base Salary in a lump sum payment (or, in the event such termination occurs within two (2) years after a Change in Control (as defined below), twenty-six (26) weeks of Base Salary plus the most recent actual bonus (excluding signing bonuses) paid to the Executive during the twelve (12) calendar months preceding the Change in Control (or, if the Executive’s most recent annual bonus was paid semi-annually, then the two most recent semi-annual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change in Control)) and (b) payment of any vacation pay accrued but unused through the Termination Date.

The right to the foregoing termination compensation under clause (a) above is subject to the Executive's execution, on or before thirty (30) days following the Termination Date, of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.

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Infrastructure Management, LLC or an Affiliate thereof or a fund or investment vehicle managed thereby or The Williams Companies, Inc. or its Affiliates (a "Third Party"), shall become the direct or indirect beneficial owner, by way of merger, consolidation, recapitalization, reorganization, purchase or otherwise, of more than 50% of the voting power of the voting securities of the Company or (b) the sale of other disposition, including by way of liquidation, by the MLP or the Company of all or substantially all of its assets, whether in a single or series of related transactions, to one or more Third Parties. Notwithstanding the foregoing, neither the acquisition by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby of additional voting power or voting securities held by The Williams Companies, Inc. or its Affiliates, nor the acquisition by The Williams Companies, Inc. or its Affiliates of additional voting power or voting securities held by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby shall constitute a “Change of Control” for purposes of clause (a) of the preceding sentence. Further, for purposes of this Agreement, the following terms have the following respective meanings. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. The term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise and, for the avoidance of doubt, a Person shall be deemed to have control over another person at an ownership level of at least 50%, but control may be established at a lesser percentage ownership under the appropriate circumstances. "Person" means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

6.1.2

Termination for Cause. The Company may terminate the employment of the Executive hereunder at any time for Cause (as hereinafter defined) (such a termination being referred to in this Agreement as a "Termination For Cause") by giving the Executive written notice of such termination, which shall take effect immediately upon the giving of such notice to the Executive. As used in this Agreement, "Cause" means (a) the Executive's breach or threatened breach of this Agreement; (b) the Executive's neglect of duties or failure to act, other than by reason of disability or death; (c) the misappropriation, fraudulent conduct, or acts of workplace dishonesty by the Executive with respect to the assets or operations of the Company or any of its Affiliates; (d) the Executive's failure to comply with directives from superiors or written company policies; (e) the Executive's personal misconduct which injures the Company and/or reflects poorly on the Company's or its Affiliate's reputation; (f) the Executive's failure to perform the Executive's duties; or (g) the conviction of the Executive for, or a plea of guilty or no contest to, a felony or any crime involving moral turpitude. In the event this Agreement is terminated for Cause, the Company will not have any obligation to provide any further payments or benefits to the Executive after the Termination Date other than any base salary and vacation pay accrued but unused through the Termination Date.

6.2

Termination by the Executive. The Executive may voluntarily terminate the Executive’s employment with or without cause by the service of written notice of such termination to the Company specifying a Termination Date no sooner than thirty (30) days after the date of such notice. The Company reserves the right to end the employment relationship at any time after the notice date and to pay the Executive through the notice date. If this Agreement is terminated by the Executive in accordance with this paragraph, the obligations of the parties will be controlled by paragraph 6.6.

6.3

Incapacity of the Executive. If the Executive suffers from a physical or mental condition which in the reasonable judgment of the Board prevents the Executive in whole or in part from performing the duties specified herein for a period of three (3) consecutive months, the Executive may be terminated. Although the termination may be deemed as a termination for Cause, the Executive will be entitled to receive within thirty (30) days of the Termination Date (a) a payment of twenty-six (26) weeks of Base Salary in a lump sum; and (b) payment of any vacation pay accrued but unused through the Termination Date. Notwithstanding the foregoing, the amount payable under clause (a) above will be reduced by any benefits payable under any disability plans provided by the Company. The right to the foregoing compensation due under clause (a) above is subject to the execution by the Executive or the Executive's legal representative, on or before thirty (30) days following the Termination Date, of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations. In applying this paragraph, the Company will comply with any applicable legal requirements, including the Americans with Disabilities Act.

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6.4

Death of the Executive. If the Executive dies during the term of this Agreement, this Agreement shall automatically terminate without compensation except the Company will: (a) pay fifty-two (52) weeks of Base Salary in a single lump sum payment within ninety (90) days of the date of the Executive's death; and (b) pay any vacation pay accrued but unused through the Termination Date. Amounts payable under this paragraph 6.4 shall be paid to the beneficiary designated on the Company's universal beneficiary designation form in effect on the date of the Executive's death. If the Executive fails to designate a beneficiary or if such designation is ineffective, in whole or in part, any payment that would otherwise have been paid under this paragraph 6.4 shall be paid to the Executive's estate. The right to the foregoing compensation due under clause (a) above is subject to the execution by the beneficiary, or as applicable, the administrator of the Executive's estate, within ninety (90) days of the Executive's death, of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives.

6.5

Expiration. If this Agreement is not terminated pursuant to any of the preceding provisions of paragraph 6 or extended by mutual written agreement of the parties prior to the Expiration Date, this Agreement and the Executive's employment will end and Company will have no further obligation to provide any further payments or benefits to the Executive after the Expiration Date other than any vacation pay accrued but unused through the Expiration Date. Notwithstanding anything contained herein, in no event shall a termination of the Executive’s employment by reason of the expiration of the Employment Term or the Company’s election not to renew the Employment Term constitute a Good Reason Condition or a termination of the Executive’s employment by the Company without Cause.

6.6

Effect of Termination or Expiration. The termination or expiration of this Agreement will terminate all obligations of the Executive to render services on behalf of the Company from and after the Termination Date or Expiration Date, provided that the Executive will maintain the confidentiality of all information acquired by the Executive during the term of the Executive's employment in accordance with paragraph 7 of this Agreement and the Executive shall comply with all other post-employment requirements including, without limitation, paragraphs 7, 8, 9, 10, 11, 12 and 13. Except as otherwise provided in paragraph 6 of this Agreement and payment of any vacation pay accrued but unused through the Termination Date, no accrued bonus, severance pay or other form of compensation will be payable by the Company to the Executive by reason of the termination of this Agreement. All keys, entry cards, credit cards, files, records, financial information, furniture, furnishings, equipment, supplies and other items relating to the Company or its Affiliates in the Executive's possession will remain the property of the Company or its Affiliate who provided such items, as applicable. The Executive will have the right to retain and remove all personal property and effects which are owned by the Executive and located in the offices of the Company or its Affiliates at a time determined by the Company. All such personal items will be removed from such offices no later than two (2) days after the Termination Date or Expiration Date, and the Company is hereby authorized to discard any items remaining and to reassign the Executive's office space after such date. Prior to the Termination Date or Expiration Date, the Executive will render such services to the Company as might be reasonably required to provide for the orderly termination of the Executive's employment. Notwithstanding the foregoing and without discharging any obligations to pay compensation to the Executive under this Agreement, after notice of the Termination, the Company may request that the Executive not provide any other services to the Company and not enter the Company's premises before or after the Termination Date. In the event that the Executive separates employment with the Company, the Executive hereby grants consent to notification by the Company to the Executive's new employer about the Executive's rights and obligations under this Agreement. Upon such termination of employment, the Executive further agrees to acknowledge compliance with this Agreement in a form reasonably provided by the Company.

Confidentiality . The Executive recognizes that the nature of the Executive's services are such that the Executive will have access to information which constitutes trade secrets, is of a confidential nature, is of great value to the Company and/or is the foundation on which the business of the Company is predicated. The Executive also acknowledges that, during the course of employment, the Executive may have personal contact and conduct business with the customers, suppliers and accounts of the Company. The Executive agrees not to disclose to any person other than authorized executives of the Company or the Company's legal counsel nor use for any purpose, other than the performance of this Agreement, any confidential information ("Confidential Information"). Confidential Information includes data or material (regardless of form) which is: (a) a trade secret (a trade secret shall include any formula, pattern, device or compilation of information used by the Company in its business); (b) provided, disclosed or delivered to the Executive by the Company, any officer, director, employee, agent, attorney, accountant, consultant, or other person or entity employed by the Company in any capacity, any customer, borrower or business associate of the Company or any public authority having jurisdiction over the Company of any business activity conducted by the Company; or (c) produced, developed, obtained or prepared by or on behalf of the Executive or

Page 5

the Company (whether or not such information was developed in the performance of this Agreement) with respect to the Company or any assets oil and gas prospects, business activities, officers, directors, executives, borrowers or customers of the foregoing. The Executive acknowledges that the Executive will obtain unique benefits from employment and the provisions contained in this Agreement are reasonably necessary to protect the Company’s legitimate business interests. On request by the Company, the Company will be entitled to the return of any Confidential Information in the possession of the Executive. The Executive also agrees that the provisions of this paragraph 7 will survive the termination, expiration or cancellation of this Agreement for any reason. The Executive will deliver to the Company all originals and copies of the documents or materials containing Confidential Information. For purposes of paragraphs 7, 8, 9, 10, 11 and 12 of this Agreement, the term "the Company" expressly includes any of the Company's Affiliates.

Non-Solicitation. The Executive agrees that during his/her employment hereunder, and for the one (1) year period immediately following the separation of employment for any reason, the Executive shall not solicit or contact any established client or customer of the Company with a view to inducing or encouraging such established client or customer to discontinue or curtail any business relationship with the Company. The Executive further agrees that the Executive will not request or advise any established clients, customers or suppliers of the Company to withdraw, curtail or cancel its business with the Company. Notwithstanding the foregoing, this paragraph 8 shall not preclude or restrict the Executive from engaging in any such activities in connection with his performance of services for the Company, the MLP or their Affiliates or undertaken for the benefit of such persons (whether prior to, during, or after his employment with the Company), and the Executive's engaging in such activities shall not violate the terms of this Agreement.

Non-Solicitation of Employees. The Executive covenants that during the term of employment and for the one (1) year period immediately following the separation of employment for any reason, the Executive will neither directly nor indirectly induce nor attempt to induce any executive or employee of the Company to terminate his or her employment to go to work for any other company. Notwithstanding the foregoing, this paragraph 9 shall not preclude or restrict the Executive from engaging, with the Company's consent, in any such activities in connection with his performance of services for the Company, the MLP or their Affiliates or undertaken for the benefit of such persons (whether prior to, during, or after his employment with the Company), and the Executive's engaging in such activities with the Company's consent shall not violate the terms of this Agreement.

10.

Reasonableness. The Company and the Executive have attempted to specify a reasonable period of time and reasonable restrictions to which the provisions of paragraphs 8 and 9 of this Agreement shall apply. The Company and the Executive agree that if a court or administrative body should subsequently determine that the terms of any of paragraphs 8 and 9 of this Agreement are greater than reasonably necessary to protect the Company's interest, the Company agrees to waive those terms which are found by a court or administrative body to be greater than reasonably necessary to protect the Company's interest and to request that the court or administrative body reform this Agreement specifying a reasonable period of time and such other reasonable restrictions as the court or administrative body deems necessary.

11.

Equitable Relief. The Executive acknowledges that the services to be rendered by the Executive are of a special, unique, unusual, extraordinary, and intellectual character, which gives them a peculiar value, and the loss of which cannot reasonably or adequately be compensated in damages in an action at law; and that a breach by the Executive of any of the provisions contained in this Agreement will cause the Company irreparable injury and damage. The Executive further acknowledges that the Executive possesses unique skills, knowledge and ability and that any material breach of the provisions of this Agreement would be extremely detrimental to the Company. By reason thereof, the Executive agrees that the Company shall be entitled, in addition to any other remedies it may have under this Agreement or otherwise, to injunctive and other equitable relief to prevent or curtail any breach of this Agreement by him/her.

12.

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the Executive and referred to above (except as they may be included in the patents, copyrights or registered trade names or trademarks of the Company, or corporations, partnerships or other entities which may be affiliated with the Company) shall not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of this Agreement, or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company or its Affiliates. The foregoing will not prohibit any activities which are expressly permitted by the under paragraph 3 of this Agreement during the term of this Agreement.

13.

Arbitration. Any disputes, claims or controversies between the Company and the Executive including, but not limited to those arising out of or related to this Agreement or out of the parties' employment relationship, shall be settled by arbitration as provided herein. This agreement shall survive the termination or rescission of this Agreement. All arbitration shall be in accordance with Rules of the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location. The decision of the arbitrator will be enforceable in any court of competent jurisdiction. The parties, however, agree that the Company shall be entitled to obtain injunctive or other equitable relief to enforce the provisions of this Agreement in a court of competent jurisdiction. The parties further agree that this arbitration provision is not only applicable to the Company but its Affiliates, officers, directors, employees and related parties.

14.	Miscellaneous . The parties further agree as follows:

14.1	Time. Time is of the essence of each provision of this Agreement.

14.2

Notices. Any notice, payment, demand or communication required or permitted to be given by any provision of this Agreement will be in writing and will be deemed to have been given when delivered personally or by telefacsimile to the party designated to receive such notice, or on the date following the day sent by overnight courier, or on the third (3rd) business day after the same is sent by certified mail, postage and charges prepaid, directed to the following address or to such other or additional addresses as any party might designate by written notice to the other party:

To the Company:

Access Midstream Partners GP, L.L.C.

6100 N. Western Ave.

Oklahoma City, OK 73118

Attn: Cheri Shepard

Fax: 405-849-3901

With a Copy to:

Global Infrastructure Management, LLC

12 East 49th Street

38th Floor

New York, New York 10017

Attn: Will Brilliant

Fax: (646) 282-1580

With a Copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

London SW1E5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

To the Executive:

John D. Seldenrust

2109 Blue Gramma Trl

Edmond, OK 73034-9174

14.3

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foregoing, without the consent of the Board, the Company may not assign this Agreement to any Affiliate of the Company that is not a wholly owned direct or indirect subsidiary of the Company or the MLP or another entity that provides services to the Company or the MLP.

14.4

Construction. If any provision of this Agreement or the application thereof to any person or circumstances is determined, to any extent, to be invalid or unenforceable, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those as to which the same is held invalid or unenforceable, will not be affected thereby, and each term and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. Except as provided for in paragraph 13, this Agreement is intended to be interpreted, construed and enforced in accordance with the laws of the State of Oklahoma.

14.5

Entire Agreement. This Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement and the Employment Policies Manual constitute the entire agreement between the parties hereto with respect to the subject matter herein contained, and no modification hereof will be effective unless made by a supplemental written agreement executed by all of the parties hereto. This Agreement cancels and supersedes any and all prior agreements and understandings between the parties hereto respecting the employment of the Executive by the Company.

14.6

Binding Effect. This Agreement will be binding on the parties and their respective successors, legal representatives and permitted assigns. In the event of a merger, consolidation, combination, dissolution or liquidation of the Company, the performance of this Agreement will be assumed by any entity which succeeds to or is transferred the business of the Company as a result thereof, and the Executive waives the consent requirement of paragraph 14.3 to effect such assumption.

14.7

Supersession. On execution of this Agreement by the Company and the Executive, the relationship between the Company and the Executive will be bound by the terms of this Agreement, any documents executed in connection with this Agreement, any documents specifically referred to in this Agreement and the Employment Policies Manual. In the event of a conflict between the Employment Policies Manual and this Agreement, this Agreement will control in all respects.

14.8

Third-Party Beneficiaries. The Company's Affiliates (specifically including the MLP) are beneficiaries of all terms and provisions of this Agreement and entitled to all rights hereunder. The Executive and the Company expressly intend that the MLP shall be an intended third party beneficiary and shall have standing to enforce all of the provisions of this Agreement as if it were a party hereto. For the avoidance of doubt, the right to terminate the Executive's employment may be exercised only by the Company, subject to paragraph 6.7.

14.9

Section 409A. This Agreement is intended to comply with or be exempt from Internal Revenue Code Section 409A and related U.S. Treasury regulations or pronouncements ("Section 409A") and any ambiguous provision will be construed in a manner that is compliant with or exempt from the application of Section 409A. Notwithstanding any provision to the contrary in this Agreement, if the Executive is deemed on his Termination Date to be a "specified employee" within the meaning of that term under Section 409A(a)(2)(B) of the Internal Revenue Code, then the payments and benefits under this Agreement that are subject to Section 409A and paid by reason of a termination of employment shall be made or provided (subject to the last sentence hereof) on the later of (a) the payment date set forth in this Agreement or (b) the date that is the earliest of (i) the expiration of the six-month period measured from the date of the Executive's termination of employment or (ii) the date of the Executive's death (the "Delay Period"). Payments subject to the Delay Period shall be paid to the Executive without interest for such delay in payment. To the extent required to comply with Section 409A, references to a “resignation,” “termination” “termination of employment” or like terms throughout this Agreement shall be interpreted consistent with the meaning of “separation from service” under Section 409A.

[Signatures on following page]

Page 8

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective the date first above written.

COMPANY ACCESS MIDSTREAM PARTNERS GP, L.L.C.
COMPANY ACCESS MIDSTREAM PARTNERS GP, L.L.C.

By:		/s/ Regina L. Gregory
Name:		Regina L. Gregory
Title:		Vice President – Legal & General Counsel

EXECUTIVE John D. Seldenrust

By:		/s/ John D. Seldenrust

Page 9

EXHIBIT 4

TO EMPLOYMENT AGREEMENT OF

John D. Seldenrust

Base Salary. Initially, an annual rate of not less than $367,500 increasing to not less than $370,000 not later than January 1, 2013 assuming the Executive's continued employment with the Company at the time of that increase. The Company reserves the right to extend the effective date(s) of the salary increase(s) stated herein based on the Executive's performance and/or time missed from work due to certain leaves of absence.

Bonus Compensation. The Company may periodically pay bonus compensation to the Executive. Any bonus compensation is subject to the requirement that the Executive be an active full-time employee of the Company on the bonus payment date selected by the Company, and will be at the absolute discretion of the Company in such amounts and at such times as the Board may determine. The Executive recognizes and acknowledges that the award of bonuses is not guaranteed or promised in any way and that the payment of any bonus compensation shall be contingent upon the achievement of performance objectives, in each case, as determined in the discretion of the Company, with the approval of the Board. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation.

Any bonus compensation that the Company determines to pay to the Executive shall be paid by separate check apart from the Executive’s Base Salary described above in paragraph 1, net of standard, appropriate employment-related deductions (including federal income tax at the applicable supplemental tax withholding rate), under the appropriate Internal Revenue Service (“IRS”) guidelines, and applicable state and payroll taxes.

Equity Compensation. In addition to the compensation set forth in paragraphs 1 and 2 of this Exhibit 4, the Executive may periodically receive grants of Access Midstream Partners, L.P. restricted units or other awards under the Access Midstream Long Term Incentive Plan (the "LTIP"). In order to be eligible for any equity compensation awards, the Executive must be an active full-time employee of the Company on the equity grant dates. Further, the terms and provisions of the equity compensation plans control and direct the terms and conditions of such awards and any conflict between this Agreement and the equity compensation plans will be resolved in favor of the terms and provisions of the equity compensation plans and any applicable award agreements that the Executive may be issued.

Page 10

Exhibit 10.13

FIRST AMENDMENT TO

EMPLOYMENT AGREEMENT OF JOHN D. SELDEN RUST

Access Midstream Partners GP, L.L.C. ("Company") and John D. Seldenrust ("Employee") enter into this First Amendment to Employment Agreement ("Amendment") on August 1, 2013.

A.	WHEREAS, Employee and Company are parties to that certain Employment Agreement dated January 1, 2013 ("Agreement").

B.	WHEREAS, the Employee and Company wish to amend the Agreement as set forth below.

NOW THEREFORE, for good and sufficient consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.	The second sentence of Section 6.1.1 Termination without Cause which reads:

In the event of elimination of the Executive's job position or material reduction in duties and/or reassignment of the Executive to a new position of materially less authority or material reduction in Base Salary (collectively referred to as the 'Good Reason Conditions"), the Executive may terminate the Executive's employment if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition.

is hereby deleted in its entirety and replaced with the following:

In the event of (i) elimination of the Executive's job position or material reduction in duties and/or (ii) reassignment of the Executive to a new position of materially less authority or material reduction in Base Salary and/or (iii) a requirement that the Executive relocate to a location outside a fifty (50) mile radius of the location of his/her most recent office or principal base of operation (collectively referred to as the "Good Reason Conditions"), the Executive may terminate the Executive's employment if the Executive provides notice to the Company within ninety (90) days of the initial existence of the Good Reason Condition and a thirty (30) day period for the Company to cure the Good Reason Condition.

2.	Section 4.1.1 PTO is hereby amended for the years of 2013, 2014, and 2015 by replacing “176 hours" with "216 hours".

3.	A new Section 4.1.2 is here by added as follows:

Section 4.1.2 Unpaid Time Off

The Executive will be entitled to 40 hours Unpaid Time Off ("UPTO') annually for and to be taken during each of the years of 2014 and 2015. No additional compensation will be paid for failure to take UPTO.

4.	Except as herein amended, all other terms and provisions of the Agreement remain in full force and effect.

ACCESS MIDSTREAM PARTNERS GP, LLC		JOHN D. SELDENRUST
By:	/s/ J, Mike Stice	By:	/s/ John D. Seldenrust
Name:	J. Mike Stice	Name:	John D. Seldenrust
Title:	CEO	Title:	VP Ops - Eastern

Exhibit 10.14

EMPLOYMENT AGREEMENT

between

Walter J. Bennett

and

ACCESS MIDSTREAM PARTNERS GP, L.L.C.

Effective January 1, 2013

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective as of January 1, 2013 (the "Effective Date"), between ACCESS MIDSTREAM PARTNERS GP, L.L.C, a Delaware limited liability company (the "Company"), and Walter J. Bennett, an individual (the "Executive").

W I T N E S S E T H:

WHEREAS, the Company desires to retain the services of the Executive and the Executive desires to make the Executive's services available to the Company.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the Company and the Executive agree as follows, effective as of the Effective Date:

1.	Employment. The Company hereby employs the Executive and the Executive hereby accepts such employment subject to the terms and conditions contained in this Agreement.

2.1

Specific Duties. The Executive will serve as Vice President - Operations, of the Company (or any successor entity thereto), or any entity to which substantially all of the Company's assets are transferred or contributed, and in such positions as are mutually agreed upon by the parties. The Executive shall perform all of the duties required to fully and faithfully execute the office and position to which the Executive is appointed, and such other duties as may be reasonably requested by the Executive's supervisor. During the term of this Agreement, the Executive may be nominated for election or appointed to serve as a director or officer of any of the Company's Affiliates as determined in such Affiliates' Board of Directors' sole discretion. On behalf of the Company, the services of the Executive will be requested and directed by the Chief Executive Officer of the Company.

2.2

Page 2

Company in such amounts and at such times as the Board may determine. The Executive recognizes and acknowledges that the award of bonuses is not guaranteed or promised in any way. Additionally, in the event the Executive resigns employment, the Executive shall not be eligible for any bonus compensation that may have otherwise been payable after such initial notice of resignation. Any restricted stock or other awards granted by Access Midstream Partners, L.P. (the “MLP”) to the Executive from the Company's various equity compensation plans will be subject to the terms and conditions thereof and the applicable award agreement.

4.1

4.1.1

5.	Term. Unless this Agreement is terminated pursuant to the terms of paragraph 6 below, this Agreement will extend for a term of sixty (60) months commencing on the Effective Date, and ending on December 31, 2017 (the "Expiration Date").

6.	Termination.

6.1	Termination by Company. The Company will have the following rights to terminate this Agreement:

6.1.1

Page 3

For purposes of this Agreement, "Change of Control" means, and shall be deemed to have occurred upon, either of the following events: (a) any "person" or "group" within the meaning of those terms as used in Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1933,other than Global Infrastructure Management, LLC or an Affiliate thereof or a fund or investment vehicle managed thereby or The Williams Companies, Inc. or its Affiliates (a "Third Party"), shall become the direct or indirect beneficial owner, by way of merger, consolidation, recapitalization, reorganization, purchase or otherwise, of more than 50% of the voting power of the voting securities of the Company or (b) the sale of other disposition, including by way of liquidation, by the MLP or the Company of all or substantially all of its assets, whether in a single or series of related transactions, to one or more Third Parties.Notwithstanding the foregoing, neither the acquisition by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby of additional voting power or voting securities held by The Williams Companies, Inc. or its Affiliates, nor the acquisition by The Williams Companies, Inc. or its Affiliates of additional voting power or voting securities held by Global Infrastructure Management, LLC or an Affiliate thereof or fund or investment vehicle managed thereby shall constitute a “Change of Control” for purposes of clause (a) of the preceding sentence. Further, for purposes of this Agreement, the following terms have the following respective meanings. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question. The term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise and, for the avoidance of doubt, a Person shall be deemed to have control over another person at an ownership level of at least 50%, but control may be established at a lesser percentage ownership under the appropriate circumstances. "Person" means an individual or a corporation, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.

6.1.2

6.2

6.3

Page 4

compensation due under clause (a) above is subject to the execution by the Executive or the Executive's legal representative, on or before thirty (30) days following the Termination Date, of the Company's severance agreement which will operate as a release of all legally waivable claims against the Company and its Affiliates, and their respective partners, officers, directors, employees, agents and representatives, and the Executive's compliance with all of the provisions of this Agreement, including all post-employment obligations.In applying this paragraph, the Company will comply with any applicable legal requirements, including the Americans with Disabilities Act.

6.4

6.5

6.6

Page 5

The Executive also acknowledges that, during the course of employment, the Executive may have personal contact and conduct business with the customers, suppliers and accounts of the Company. The Executive agrees not to disclose to any person other than authorized executives of the Company or the Company's legal counsel nor use for any purpose, other than the performance of this Agreement, any confidential information ("Confidential Information"). Confidential Information includes data or material (regardless of form) which is: (a) a trade secret (a trade secret shall include any formula, pattern, device or compilation of information used by the Company in its business); (b) provided, disclosed or delivered to the Executive by the Company, any officer, director, employee, agent, attorney, accountant, consultant, or other person or entity employed by the Company in any capacity, any customer, borrower or business associate of the Company or any public authority having jurisdiction over the Company of any business activity conducted by the Company; or (c) produced, developed, obtained or prepared by or on behalf of the Executive or the Company (whether or not such information was developed in the performance of this Agreement) with respect to the Company or any assets oil and gas prospects, business activities, officers, directors, executives, borrowers or customers of the foregoing. The Executive acknowledges that the Executive will obtain unique benefits from employment and the provisions contained in this Agreement are reasonably necessary to protect the Company’s legitimate business interests. On request by the Company, the Company will be entitled to the return of any Confidential Information in the possession of the Executive. The Executive also agrees that the provisions of this paragraph 7 will survive the termination, expiration or cancellation of this Agreement for any reason. The Executive will deliver to the Company all originals and copies of the documents or materials containing Confidential Information. For purposes of paragraphs 7, 8, 9, 10, 11 and 12 of this Agreement, the term "the Company" expressly includes any of the Company's Affiliates.

Non-Solicitation. The Executive agrees that during his/her employment hereunder, and for the one (1) year period immediately following the separation of employment for any reason, the Executive shall not solicit or contact any established client or customer of the Company with a view to inducing or encouraging such established client or customer to discontinue or curtail any business relationship with the Company.The Executive further agrees that the Executive will not request or advise any established clients, customers or suppliers of the Company to withdraw, curtail or cancel its business with the Company. Notwithstanding the foregoing, this paragraph 8 shall not preclude or restrict the Executive from engaging in any such activities in connection with his performance of services for the Company, the MLP or their Affiliates or undertaken for the benefit of such persons (whether prior to, during, or after his employment with the Company), and the Executive's engaging in such activities shall not violate the terms of this Agreement.

9 .

10.

11.

Page 6

12.

Proprietary Matters. The Executive expressly understands and agrees that any and all improvements, inventions, discoveries, processes, know-how or intellectual property that are generated or conceived by the Executive during the term of this Agreement, whether generated or conceived during the Executive's regular working hours or otherwise, will be the sole and exclusive property of the Company. Whenever requested by the Company (either during the term of this Agreement or thereafter), the Executive will assign or execute any and all applications, assignments and or other instruments and do all things which the Company deems necessary or appropriate in order to permit the Company to: (a) assign and convey or otherwise make available to the Company the sole and exclusive right, title, and interest in and to said improvements, inventions, discoveries, processes, know- how, applications, patents, copyrights, trade names or trademarks; or (b) apply for, obtain, maintain, enforce and defend patents, copyrights, trade names, or trademarks of the United States or of foreign countries for said improvements, inventions, discoveries, processes or know-how. However, the improvements, inventions, discoveries, processes or know-how generated or conceived by the Executive and referred to above (except as they may be included in the patents, copyrights or registered trade names or trademarks of the Company, or corporations, partnerships or other entities which may be affiliated with the Company) shall not be exclusive property of the Company at any time after having been disclosed or revealed or have otherwise become available to the public or to a third party on a non-confidential basis other than by a breach of this Agreement, or after they have been independently developed or discussed without a breach of this Agreement by a third party who has no obligation to the Company or its Affiliates. The foregoing will not prohibit any activities which are expressly permitted by the under paragraph 3 of this Agreement during the term of this Agreement.

13.

Arbitration. Any disputes, claims or controversies between the Company and the Executive including, but not limited to those arising out of or related to this Agreement or out of the parties' employment relationship, shall be settled by arbitration as provided herein. This agreement shall survive the termination or rescission of this Agreement. All arbitration shall be in accordance with Rules of the American Arbitration Association, including discovery, and shall be undertaken pursuant to the Federal Arbitration Act. Arbitration will be held in Oklahoma City, Oklahoma unless the parties mutually agree to another location. The decision of the arbitrator will be enforceable in any court of competent jurisdiction. The parties, however, agree that the Company shall be entitled to obtain injunctive or other equitable relief to enforce the provisions of this Agreement in a court of competent jurisdiction.The parties further agree that this arbitration provision is not only applicable to the Company but its Affiliates, officers, directors, employees and related parties.

14.	Miscellaneous . The parties further agree as follows:

14.1	Time. Time is of the essence of each provision of this Agreement.

14.2

To the Company:

Access Midstream Partners GP, L.L.C.

6100 N. Western Ave.

Oklahoma City, OK 73118

Attn: Cheri Shepard

Fax: 405-849-3901

With a Copy to:

Global Infrastructure Management, LLC

12 East 49th Street

38th Floor

New York, New York 10017

Attn: Will Brilliant

Fax: (646) 282-1580

With a Copy to:

Global Infrastructure Management UK Limited

Cardinal Place, 80 Victoria Street

Page 7

London SW1E5JL

United Kingdom

Attn: Joseph Blum

Fax: +44 207 798 0530

To the Executive:

Walter J. Bennett

3441 NW 172nd Ter

Edmond, OK 73012-7098

14.3

Assignment. Neither this Agreement nor any of the parties' rights or obligations hereunder can be transferred or assigned without the prior written consent of the other parties to this Agreement; provided, however, that the Company may assign this Agreement to any wholly-owned direct or indirect subsidiary of the Company or the MLP without the Executive's consent as well as to any purchaser of the Company. Notwithstanding the foregoing, without the consent of the Board, the Company may not assign this Agreement to any Affiliate of the Company that is not a wholly owned direct or indirect subsidiary of the Company or the MLP or another entity that provides services to the Company or the MLP.

14.4

14.5

14.6

14.7

14.8

14.9

Page 8

six-month period measured from the date of the Executive's termination of employment or (ii) the date of the Executive's death (the "Delay Period"). Payments subject to the Delay Period shall be paid to the Executive without interest for such delay in payment. To the extent required to comply with Section 409A, references to a “resignation,” “termination” “termination of employment” or like terms throughout this Agreement shall be interpreted consistent with the meaning of “separation from service” under Section 409A.

[Signatures on following page]

Page 9

IN WITNESS WHEREOF, the undersigned have executed this Agreement effective the date first above written.


COMPANY ACCESS MIDSTREAM PARTNERS GP, L.L.C.

By:		/s/ Regina L. Gregory
Name:		Regina L. Gregory
Title:		Vice President – Legal & General Counsel

EXECUTIVE Walter J. Bennett

By:	/s/ Walter J. Bennett

Page 10

EXHIBIT 4

TO EMPLOYMENT AGREEMENT OF

Walter J. Bennett

Base Salary. Initially, an annual rate of not less than $285,000 increasing to not less than $300,000 not later than January 1, 2013 assuming the Executive's continued employment with the Company at the time of that increase. The Company reserves the right to extend the effective date(s) of the salary increase(s) stated herein based on the Executive's performance and/or time missed from work due to certain leaves of absence.

The Executive shall be eligible to receive a target annual salary for 2014 equal to $325,000. Any additional amount of such 2014 annual salary that the Company determines to pay to the Executive shall be paid not later than January 31, 2014 , provided that the Executive is an active full-time employee of the Company on the increase date .

The Executive shall be eligible to receive a target annual bonus for 2013 equal to $125,000. The Executive was paid $75,000 of the $125,000 targeted 2013 annual bonus on January 18, 2013. Any additional amount of such 2013 annual bonus that the Company determines to pay to the Executive shall be paid not later than January 31, 2013 , provided that the Executive is an active full-time employee of the Company on the payment date .

The Executive shall be eligible to receive a target annual bonus for 2014 equal to $150,000. Any additional amount of such 2014 annual bonus that the Company determines to pay to the Executive shall be paid not later than January 31, 2014 , provided that the Executive is an active full-time employee of the Company on the payment date .

The Executive shall be eligible to receive a target annual bonus for 2015 equal to $175,000. Any additional amount of such 2015 annual bonus that the Company determines to pay to the Executive shall be paid not later than January 31, 2015 , provided that the Executive is an active full-time employee of the Company on the payment date .

The Executive shall be eligible to receive a target annual equity grant for 2013 equal to $125,000. The Executive was paid $105,000 of the $125,000 targeted 2013 annual equity grant on January 2, 2013. Any additional amount of such 2013 annual equity grant that the Company determines to grant to the Executive shall be granted not later than January 31, 2013 , provided that the Executive is an active full-time employee of the Company on the grant date .

Page 11

The Executive shall be eligible to receive a target annual equity grant for 2014 equal to $150,000. Any additional amount of such 2014 annual equity grant that the Company determines to grant to the Executive shall be grant ed not later than January 31, 2014 , provided that the Executive is an active full-time employee of the Company on the grant date .

The Executive shall be eligible to receive a target annual equity grant for 2015 equal to $175,000. Any additional amount of such 2015 annual equity grant that the Company determines to grant to the Executive shall be grant ed not later than January 31, 2015 , provided that the Executive is an active full-time employee of the Company on the grant date .

Page 12

Exhibit 10.16

WPZ GP LLC (formerly known as Access Midstream Partners GP, L.L.C.)

Director Compensation Policy

Adopted December 11, 2014

Effectiveness

Effective upon adoption, this Director Compensation Policy shall supercede and replace any compensation determinations for members of the Board of Directors (the “Board”) of Access Midstream Partners GP, L.L.C. (the “Company”).

Compensation of Directors

Members of the Board of the Company who are also officers or employees of affiliates of the Company shall receive no additional compensation for serving on the Board or Board committees.

I.	Bi-Annual Compensation Package

Subject to adjustment as provided in Section IV below, for the period beginning on January 1 ^st of each year and ending on June 30th as well as the period beginning on July 1 ^st and ending on December 31 ^st (each a “Bi-Annual Compensation Period”), directors who are not officers or employees of the Company or its affiliates (each a “Non-Employee Director” and collectively “Non-Employee Directors”) shall receive the following bi-annual compensation package:

1.	$75,000 cash, subject to the provisions of Section IV below, such cash compensation to be paid on January 1 ^st and July 1 ^st for an annual sum of $150,000 (“Bi-Annual Board Retainer”);

2.	$5,000 cash to the Chair of the Audit Committee (“Audit Chair”), subject to the provisions of Section IV below, such cash compensation to be paid on January 1 ^st and July 1 ^st for an annual sum of $10,000 (“Audit Chair Compensation”); and

$5,000 cash to the Chair of the Conflicts Committee (“Conflicts Chair” and together with Audit Chair, “Committee Chair”), subject to the provisions of Section IV below, such cash compensation to be paid on January 1 ^st and July 1 ^st for an annual sum of $10,000 (“Conflicts Chair Compensation” and together with Audit Chair Compensation, “Chair Compensation”).

III.	Other Compensation

1.	In addition, each Non-Employee Director shall receive reimbursement for reasonable out-of-pocket expenses incurred in connection with attending Board and committee meetings and attending education programs relevant to their duties as members of the Board.

I V.	Interim Payment and Grant Dates and Proration

1.	Interim Payment and Grant Dates .

A person who first becomes a Non-Employee Director or a Committee Chair after January 1 ^st and prior to June 30 ^th shall receive prorated compensation for such first Bi-Annual Compensation Period (January 1 ^st through the June 30 ^th ) as well as full compensation for the second Bi-Annual Compensation Period (July 1 ^st through December 31 ^st ), both paid as of July 1 ^st of such year.

A person who first becomes a Non-Employee Director or a Committee Chair on or after July 1 ^st and prior to December 31 ^st shall receive prorated compensation for such second Bi-Annual Compensation Period (July 1 ^st through December 31 ^st ) paid as of the following January 1 ^st .

For the avoidance of doubt, a person who transitions as a Chair of one committee to another, but does not simultaneously serve as Chair of the Audit Committee and Conflicts Committee, shall receive Chair Compensation for one Committee with respect to the period during which the transition occurred.

2.	Proration .

The amount of cash compensation for a prorated Bi-Annual Board Retainer payment or Chair Compensation payment shall be the product of the aggregate bi-annual cash compensation amount applicable to such Non-Employee Director as set forth in Section I above multiplied by a fraction, the numerator of which is the number of full and fractional calendar months elapsing between the date such person first becomes a Non-Employee Director or Committee Chair and the earlier of the following June 30th or December 31st and the denominator of which is 6 .

Exhibit 12

ACCESS MIDSTREAM PARTNERS, L.P.

COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES


($ in thousands)	Year Ended December 31, 2014			Year Ended December 31, 2013			Year Ended December 31, 2012			Year Ended December 31, 2011			Year Ended December 31, 2010
Earnings:
Income before income taxes	$	224,865		$	215,952		$	114,008		$	197,193		$	197,658
Add:
Fixed charges		253,978			196,698			106,314			44,648			27,047
Distributed income of equity investees		205,082			130,420			44,682			433
Amortization of capitalized interest		2,949			2,168			802			667			147
Less:
Capitalized interest		(25,557	)		(43,896	)		(14,554	)		(9,541	)		(2,631	)
Earnings	$	661,317		$	501,342		$	251,252		$	233,400		$	222,221
Fixed charges:
Interest expensed and capitalized	$	202,388		$	152,049		$	73,968		$	19,772		$	5,490
Amortization of debt expense		9,109			8,656			5,329			4,660			4,876
Interest component of rent expense		42,481			35,992			27,017			20,216			16,681
Fixed charges	$	253,978		$	196,697		$	106,314		$	44,648		$	27,047
Ratio of earnings to fixed charges		2.60x			2.55x			2.36x			5.2x			8.2x

These ratios were computed by dividing earnings by fixed charges. For this purpose, earnings include pre-tax income, plus fixed charges to the extent they affect current year earnings, amortization of capitalized interest, then subtracting interest capitalized during the year. Fixed charges include interest expensed and capitalized, amortized premiums, discounts and capitalized expenses related to indebtedness, and estimates of interest within rental expenses.

Exhibit 21

ENTITY	JURISDICTION
ACMP Finance Corp.	Delaware
Access Compression, L.L.C.	Oklahoma
Access MLP Operating, L.L.C.	Delaware
Access Midstream Gas Services, L.L.C.	Oklahoma
Access Midstream Ventures, L.L.C.	Delaware
Access Permian Midstream, L.L.C.	Oklahoma
Access West Texas Processing, L.L.C.	Oklahoma
Appalachia Midstream Services, L.L.C.	Oklahoma
Aux Sable Liquid Products Inc.	Delaware
Aux Sable Liquid Products LP	Delaware
Aux Sable Midstream LLC	Delaware
Bargath LLC	Delaware
Baton Rouge Fractionators LLC	Delaware
Baton Rouge Pipeline LLC	Delaware
Black Marlin Pipeline LLC	Texas
Bluestem Gas Services, L.L.C.	Oklahoma
Caiman Energy II, LLC	Delaware
Carbonate Trend Pipeline LLC	Delaware
Cardinal Gas Services, L.L.C.	Delaware
Cardinal Operating Company, LLC	Delaware
Cardinal Pipeline Company, LLC	North Carolina
Constitution Pipeline Company, LLC	Delaware
Discovery Gas Transmission LLC	Delaware
Discovery Producer Services LLC	Delaware
DMP NEW YORK, INC.	New York
Gulfstar One LLC	Delaware
Gulfstream Natural Gas System, L.L.C.	Delaware
HI-BOL Pipeline LLC	Delaware
Jackalope Gas Gathering Services, L.L.C.	Oklahoma
Laurel Mountain Midstream Operating LLC	Delaware
Laurel Mountain Midstream, LLC	Delaware
LNE PIPELINE CORPORATION	New York
Louisiana Midstream Gas Services, L.L.C.	Oklahoma
Magnolia Midstream Gas Services, L.L.C.	Oklahoma
Marsh Resources, LLC	Delaware
Mid-Continent Fractionation and Storage, LLC	Delaware
Mockingbird Midstream Gas Services, L.L.C.	Oklahoma
Northwest Pipeline LLC	Delaware
Oklahoma Midstream Gas Services, L.L.C.	Oklahoma
Overland Pass Pipeline Company, LLC	Delaware
Pacific Connector Gas Pipeline, LLC	Delaware
Pacific Connector Gas Pipeline, LP	Delaware
Parachute Pipeline LLC	Delaware
Pecan Hill Water Solutions	Delaware
Pine Needle LNG Company, LLC	North Carolina
Pine Needle Operating Company, LLC	Delaware
Ponder Midstream Gas Services, L.L.C.	Delaware
Ranch Westex JV LLC	Delaware
Texas Midstream Gas Services, L.L.C.	Oklahoma
Three Rivers Midstream LLC	Delaware
TransCardinal Company, LLC	Delaware
TransCarolina LNG Company, LLC	Delaware
Transcontinental Gas Pipe Line Company, LLC	Delaware
Utica East Ohio Midstream, L.L.C.	Delaware
Utica Gas Services, L.L.C.	Oklahoma
Wamsutter LLC	Delaware
WFS - Liquids LLC	Delaware
WFS - Pipeline LLC	Delaware
WFS Enterprises LLC	Delaware

WFS Gathering Company, L.L.C.	Delaware
Williams Bayou Ethane Pipeline, LLC	Delaware
Williams Blu Operating LLC	Delaware
Williams Energy Canada ULC	Alberta
Williams Energy Resources LLC	Delaware
Williams Energy Solutions LLC	Delaware
Williams Field Services - Gulf Coast Company, L.P.	Delaware
Williams Field Services Company, LLC	Delaware
Williams Field Services Group, LLC	Delaware
Williams Flexible Generation, LLC	Delaware
Williams Four Corners LLC	Delaware
Williams Gas Processing - Gulf Coast Company, L.P.	Delaware
Williams Gulf Coast Gathering Company, LLC	Delaware
Williams Laurel Mountain, LLC	Delaware
Williams Mobile Bay Producer Services, L.L.C.	Delaware
Williams Ohio Valley Midstream LLC	Texas
Williams Ohio Valley Pipeline LLC	Delaware
Williams Oil Gathering, L.L.C.	Delaware
Williams Olefins Feedstock Pipelines, L.L.C.	Delaware
Williams Olefins, L.L.C.	Delaware
Williams Pacific Connector Gas Operator, LLC	Delaware
Williams Partners Cooperatief U.A.	Netherlands
Williams Partners Finance Corporation	Delaware
Williams Partners Operating LLC	Delaware
Williams PERK, LLC	Delaware
Williams Pipeline Services LLC	Delaware

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-169338) pertaining to Williams Partners L.P.’s (the “Partnership”) Long-Term Incentive Plan of our reports dated February 25, 2015, with respect to the consolidated financial statements of the Partnership and the effectiveness of internal control over financial reporting of the Partnership, included in this Annual Report (Form 10-K) for the year ended December 31, 2014.

/s/ Ernst & Young LLP

Tulsa, Oklahoma

February 25, 2015

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S‑8 (No. 333-169338) of Williams Partners L.P. (formerly known as Access Midstream Partners L.P.) of our report dated February 21, 2014, except for Note 16 to the consolidated financial statements appearing under Item 8 of the Partnership’s 2013 Annual Report on Form 10-K/A (not presented herein), as to which the date is March 3, 2014, and except for the effects of the capital structure change described in Note 1, as to which the date is February 25, 2015 relating to the financial statements of Williams Partners L.P. (formerly known as Access Midstream Partners L.P.) as of and for the years ended December 31, 2013 and 2012, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Tulsa, Oklahoma

February 25, 2015

Exhibit 24

WPZ GP LLC

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS that each of the undersigned individuals, in their capacity as a director of WPZ GP LLC, a Delaware limited liability company (the “General Partner”), as general partner of Williams Partners L.P. (the “Partnership”), does hereby constitute and appoint CRAIG L. RAINEY, WILLIAM H. GAULT, and SARAH C. MILLER their true and lawful attorneys and each of them (with full power to act without the others) their true and lawful attorneys for them and in their name and in their capacity as a director or officer, or both, of the General Partner, as hereinafter set forth below their signature, to sign the Partnership’s Annual Report to the U.S. Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2014, and any and all amendments thereto or all instruments necessary or incidental in connection therewith; and

Each of said attorneys shall have full power of substitution and resubstitution, and said attorneys or any of them or any substitute appointed by any of them hereunder shall have full power and authority to do and perform in the name and on behalf of each of the undersigned, in any and all capacities, every act whatsoever requisite or necessary to be done in the premises, as fully to all intents and purposes as each of the undersigned might or could do in person, the undersigned hereby ratifying and approving the acts of said attorneys or any of them or of any such substitute pursuant hereto. This instrument may be executed in multiple counterparts but all of such counterparts together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned have executed this instrument, all as of the 23 ^th day of February, 2015.

(Signature page follows)

/s/ Alan S. Armstrong		/s/ H. Brent Austin
Alan S. Armstrong		H. Brent Austin

/s/ Frank E. Billings		/s/ Donald R. Chappel
Frank E. Billings		Donald R. Chappel

/s/ David A. Daberko		/s/ Philip L. Frederickson
David A. Daberko		Philip L. Frederickson

/s/ Rory L. Miller		/s/ Alice M. Peterson
Rory L. Miller		Alice M. Peterson

/s/ Robert S. Purgason		/s/ James E. Scheel
Robert S. Purgason		James E. Scheel

	/s/ J. Mike Stice
	J. Mike Stice

Exhibit 31.1

CERTIFICATIONS

I, Alan S. Armstrong, certify that:

1. I have reviewed this annual report on Form 10-K of Williams Partners L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2015

/s/ Alan S. Armstrong

Alan S. Armstrong

Chief Executive Officer of WPZ GP LLC,
general partner of Williams Partners L.P.

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATIONS

I, Donald R. Chappel, certify that:

1. I have reviewed this annual report on Form 10-K of Williams Partners L.P.;

c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 25, 2015

/s/ Donald R. Chappel

Donald R. Chappel

Chief Financial Officer of WPZ GP LLC, general partner of Williams Partners L.P.

(Principal Financial Officer)

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Williams Partners L.P. (the “Partnership”) on Form 10-K for the period ending December 31, 2014, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned hereby certifies, in his capacity as an officer of WPZ GP LLC (the “Company”), the general partner of the Partnership, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ Alan S. Armstrong

Alan S. Armstrong

Chief Executive Officer

February 25, 2015

/s/ Donald R. Chappel

Donald R. Chappel

Chief Financial Officer

February 25, 2015

A signed original of this written statement required by Section 906 has been provided to, and will be retained by, the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished to the Securities and Exchange Commission as an exhibit to the Report and shall not be considered filed as part of the Report.