UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 2, 2015
WILLIAMS PARTNERS L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32599 | 20-2485124 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| One Williams Center, Tulsa, Oklahoma | 74172-0172 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (918) 573-2000
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Introductory Note
On February 2, 2015, Williams Partners L.P., a Delaware limited partnership (the “Partnership”), completed its previously announced merger (the “Merger”) with VHMS LLC (“Merger Sub”), a Delaware limited liability company and a wholly owned subsidiary of Access Midstream Partners, L.P. (“ACMP”), a Delaware limited partnership, pursuant to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated October 24, 2014, among the Partnership, Merger Sub, ACMP, Access Midstream Partners GP, L.L.C. (“ACMP General Partner”), and Williams Partners GP LLC (“WPZ General Partner”). The Partnership was the surviving partnership in the Merger and, as a result of the Merger, became a wholly owned subsidiary of ACMP. Immediately following the Merger, the Partnership and ACMP merged (the “Subsequent Merger”), with ACMP continuing as the surviving entity with the name Williams Partners L.P. (the “Surviving Partnership”).
As a result of the Merger, all outstanding common units representing limited partner interests in the Partnership (“WPZ Common Units”) were canceled, and (i) each holder of WPZ Common Units, other than The Williams Companies, Inc. (“Williams”), Williams Gas Pipeline Company, LLC (“Williams Gas Pipeline”) and their respective subsidiaries (collectively, other than ACMP and its subsidiaries and WPZ and its subsidiaries, the “Williams Parties”), became entitled to receive 0.86672 of one common unit of ACMP (“ACMP Common Units” and such exchange ratio, the “Public Merger Consideration”) for each WPZ Common Unit that such holder owned at the effective time of the Merger, and (ii) each of the Williams Parties that held WPZ Common Units became entitled to receive 0.80036 of one ACMP Common Unit (the “Williams Parties Merger Consideration” and, together with the Public Merger Consideration, the “Merger Consideration”) for each WPZ Common Unit that such holder owned at the effective time of the Merger.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 2, 2015, pursuant to the Merger Agreement, (1) Merger Sub, a direct wholly owned subsidiary of ACMP, was merged with and into the Partnership, with the Partnership being the surviving limited partnership, and (2) WPZ General Partner was merged with and into ACMP General Partner, with ACMP General Partner being the surviving limited liability company (the “GP Merger”). Following the completion of the Merger, the Partnership merged with and into ACMP, with ACMP being the surviving limited partnership.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which was attached as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on October 27, 2014, and the terms of which are incorporated herein by reference.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 2, 2015, in connection with the consummation of the Merger, the Partnership notified the New York Stock Exchange (the “NYSE”) that each outstanding WPZ Common Unit was canceled, and the Partnership requested that the NYSE file a delisting application with the SEC to delist and deregister the WPZ Common Units. On February 3, 2015, the NYSE filed with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 to delist and deregister the WPZ Common Units from the NYSE. The Partnership intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the deregistration of the WPZ Common Units and the suspension of the Partnership’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
Under the terms of the Merger Agreement, upon the Effective Time, each outstanding WPZ Common Unit was cancelled and converted into the right to receive the applicable Merger Consideration.
In connection with the Merger and at the Effective Time, holders of WPZ Common Units immediately prior to such time ceased to have any rights as unitholders in the Partnership (other than their right to receive the Merger Consideration pursuant to the Merger Agreement).
The descriptions of the Merger and the Merger Agreement in Item 2.01 and the delisting and deregistration of the Common Units in Item 3.01 are incorporated herein by reference.
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On February 2, 2015, following the consummation of the Subsequent Merger, the Surviving Partnership entered into:
| • | the Seventh Supplemental Indenture, dated as of February 2, 2015 (the “November 2010 Indenture Supplemental Indenture”), between the Surviving Partnership and The Bank of New York Mellon Trust Company, N.A. (the “Trustee”), to the Indenture, dated as of November 9, 2010, as supplemented by the First Supplemental Indenture, dated as of November 9, 2010, the Second Supplemental Indenture, dated as of November 17, 2011, the Third Supplemental Indenture, dated as of August 14, 2012, the Fourth Supplemental Indenture, dated as of November 15, 2013, the Fifth Supplemental Indenture, dated as of March 4, 2014 and the Sixth Supplemental Indenture, dated as of June 27, 2014 (as so supplemented, the “November 2010 Indenture”), each between the Partnership and the Trustee, governing the Partnership’s 4.125% Senior Notes due 2020, 4.00% Senior Notes due 2021, 3.35% Senior Notes due 2022, 4.500% Senior Notes due 2023, 5.800% Senior Notes due 2043, 4.300% Senior Notes due 2024, 5.400% Senior Notes due 2044, 3.90% Senior Notes due 2025 and 4.90% Senior Notes due 2045; |
| • | the First Supplemental Indenture, dated as of February 2, 2015 (the “February 2010 Indenture Supplemental Indenture”), between the Surviving Partnership and the Trustee, to the Indenture, dated as of February 9, 2010, between the Partnership and the Trustee (the “February 2010 Indenture”), governing the Partnership’s 7.25% Senior Notes due 2017; and |
| • | the First Supplemental Indenture, dated as of February 2, 2015 (the “2006 Indenture Supplemental Indenture”), among the Surviving Partnership, Williams Partners Finance Corporation, a Delaware corporation (“WPZ Finance Corp.”) and the Trustee, to the Indenture, dated as of December 13, 2006 (the “2006 Indenture” and, together with the November 2010 Indenture and the February 2010 Indenture, the “Indentures”), each among the Partnership, WPZ Finance Corp., and the Trustee, governing the Partnership’s and WPZ Finance Corp.’s 3.800% Senior Notes due 2015. |
Pursuant to the terms of the November 2010 Indenture Supplemental Indenture, the February 2010 Indenture Supplemental Indenture and the 2006 Indenture Supplemental Indenture (collectively, the “Supplemental Indentures”), the Surviving Partnership assumed all of the obligations of the Partnership under the November 2010 Indenture, the February 2010 Indenture and the 2006 Indenture, and under the applicable notes issued thereunder. Copies of each of the November 2010 Indenture Supplemental Indenture, the February 2010 Indenture Supplemental Indenture and the 2006 Indenture Supplemental Indenture are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K. The foregoing description of the Supplemental Indentures does not purport to be complete and is qualified in its entirety by reference to the applicable Supplemental Indenture.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 2, 2015, at the effective time of the Subsequent Merger, the Partnership merged with and into ACMP, with ACMP continuing as the surviving entity, and the separate legal existence of the Partnership terminated.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the effective time of the Merger, as contemplated by the Merger Agreement, the Partnership’s First Amended and Restated Agreement of Limited Partnership was amended and restated in its entirety as the Second Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated as of February 2, 2015 (the “Restated Partnership Agreement”), to, among other things, reflect that the Partnership was no longer a public traded entity. The Restated Partnership Agreement remained the Partnership Agreement of the Partnership at the effective time of the Merger. A copy of the Restated Partnership Agreement is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 8.01. Other Events
On February 2, 2015, Williams, the Partnership and ACMP issued a joint press release announcing the consummation of the Merger. A copy of the joint press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit |
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 (formerly known as Access Midstream Partners, L.P.) Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference). | |
| 3.1 | Second Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated as of February 2, 2015. | |
| 4.1 | Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream 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). | |
| 4.2 | First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream 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). | |
| 4.3 | First Supplemental Indenture, dated as of February 2, 2015, among Williams Partners L.P. (formerly known as Access Midstream 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 Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference). | |
| 99.1 | Press Release, dated February 2, 2015 (incorporated by reference to Exhibit 99.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) filed on February 3, 2015). | |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| WILLIAMS PARTNERS L.P. (successor by merger to the Registrant) | ||||||
| By: | WPZ GP LLC, | |||||
| its General Partner | ||||||
| By: | /s/ Sarah C. Miller | |||||
| Name: | Sarah C. Miller | |||||
| Position: | Corporate Secretary | |||||
DATED: February 3, 2015
EXHIBIT INDEX
| Exhibit |
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 (formerly known as Access Midstream Partners, L.P.) Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference). | |
| 3.1 | Second Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated as of February 2, 2015. | |
| 4.1 | Seventh Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream 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). | |
| 4.2 | First Supplemental Indenture, dated as of February 2, 2015, between Williams Partners L.P. (formerly known as Access Midstream 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). | |
| 4.3 | First Supplemental Indenture, dated as of February 2, 2015, among Williams Partners L.P. (formerly known as Access Midstream 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 Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) and incorporated herein by reference). | |
| 99.1 | Press Release, dated February 2, 2015 (incorporated by reference to Exhibit 99.1 to Williams Partners L.P.’s Current Report on Form 8-K (File No. 001-34831) filed on February 3, 2015). | |
Exhibit 3.1
EXECUTION VERSION
SECOND AMENDED AND RESTATED
AGREEMENT OF LIMITED PARTNERSHIP
OF
WILLIAMS PARTNERS L.P.
This Second Amended and Restated Agreement of Limited Partnership (as it may be amended, supplemented or restated from time to time, the “Agreement”) of Williams Partners L.P. (the “Partnership”) dated as of February 2, 2015 and effective as of the Effective Time (as defined below), is entered into by and between VHMS GP LLC, a Delaware limited liability company, as the general partner (the “General Partner”), and Access Midstream Partners, L.P., a Delaware limited partnership, as the sole limited partner (the “Limited Partner”).
WHEREAS, on February 23, 2005, Williams Partners GP LLC, a Delaware limited liability company (“WPGP”), formed the Partnership pursuant to and in accordance with the Delaware Revised United Limited Partnership Act, as amended from time to time (the “Act”).
WHEREAS, on August 23, 2005, WPGP, as the general partner, and each of Williams Energy Services, LLC, a Delaware limited liability company (“WP ES”), Williams Energy, L.L.C., a Delaware limited liability company (“WP Energy”), Williams Discovery Pipeline, LLC, a Delaware limited liability company (“WP Discovery”), and Williams Partners Holdings, a Delaware limited liability company (“WP Holdings”), as limited partners, amended and restated the original Agreement of Limited Partnership of the Partnership (as amended and restated, the “Amended and Restated Agreement of Limited Partnership”).
WHEREAS, on August 7, 2006, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 1”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on August 23, 2006, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 2”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on December 13, 2006, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 3”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on August 15, 2008, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 4”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on April 16, 2009, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 5”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on February 17, 2010, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 6”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on November 17, 2010, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 7”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on April 27, 2012, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 8”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on November 5, 2012, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 9”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on October 25, 2013, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 10”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, on February 28, 2014, WPGP amended the Amended and Restated Agreement of Limited Partnership of the Partnership (“Amendment No. 11”), pursuant to authority granted to WPGP in Article 13 of the Amended and Restated Agreement of Limited Partnership.
WHEREAS, the Partnership, WPGP, the Limited Partner, VHMS LLC, a Delaware limited liability company (“Merger Sub”), and Access Midstream Partners GP, L.L.C., a Delaware limited liability company (“ACMP GP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) dated as of October 24, 2014, providing for, among other things, the merger of Merger Sub with and into the Partnership, the merger of WPGP into ACMP GP, the admission of the Limited Partner as a limited partner of the Partnership, all other limited partners of the Partnership simultaneously ceasing to be limited partners of the Partnership and the amendment and restatement of the Amended and Restated Agreement of Limited Partnership.
NOW, THEREFORE, pursuant to the Merger Agreement and the Amended and Restated Agreement of Limited Partnership, the General Partner and the Limited Partner do hereby amend and restate the Amended and Restated Agreement of Limited Partnership (as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9, Amendment No. 10 and Amendment No. 11) as follows, to be effective as of the Effective Time (as such term is defined in the Merger Agreement):
1. Name. The name of the limited partnership formed by the Partnership’s Certificate of Limited Partnership shall continue to be “Williams Partners L.P.”.
2. Purpose. The Partnership is formed for the object and purpose of, and the nature of the business to be conducted and promoted by the Partnership is, engaging in any lawful act or activity for which limited partnerships may be formed under the Act and engaging in any and all activities necessary or incidental to the foregoing.
3. Registered Office. The registered office of the Partnership in the State of Delaware is The Corporation Trust Company, 1209 N. Orange Street, Wilmington, New Castle County, Delaware 19801.
4. Registered Agent. The name and address of the registered agent of the Partnership for service of process on the Partnership in the State of Delaware is The Corporation Trust Company, 1209 N. Orange Street, Wilmington, New Castle County, Delaware 19801.
5. Partners. Effective as of the Effective Time, WPGP shall cease to be a general partner of the Partnership, the General Partner shall be and is hereby admitted as the sole general partner of the Partnership and the Partnership is hereby continued without dissolution. The names and the business, residence or mailing addresses of the General Partner and the Limited Partner (which is hereby and pursuant to the Merger Agreement admitted as the sole limited partner of the Partnership) are as follows:
| General Partner: | VHMS GP LLC | |
| 525 Central Park Drive | ||
| Oklahoma City, Oklahoma 73105 | ||
| Limited Partner: | Access Midstream Partners, L.P. | |
| 525 Central Park Drive | ||
| Oklahoma City, Oklahoma 73105 | ||
6. Powers. The Partnership shall be managed by the General Partner, and the powers of the General Partner include all powers, statutory and otherwise, possessed by general partners under the laws of the State of Delaware. Notwithstanding any other provisions of this Agreement, the General Partner is authorized to execute and deliver any document on behalf of the Partnership without any vote or consent of any other partner, including, but not limited to, any and all mergers, acquisitions or dissolution.
7. Dissolution. The Partnership shall dissolve, and its affairs shall be wound up if (a) all of the partners of the Partnership approve in writing, (b) an event of withdrawal of a general partner has occurred under the Act unless there is a remaining general partner who is hereby authorized to, and does, carry on the business of the Partnership without dissolution or the business of the Partnership is continued without dissolution in accordance with the Act, (c) there are no limited partners of the Partnership unless the business of the Partnership is continued without dissolution in accordance with the Act, (d) an entry of a decree of judicial dissolution has occurred under § 17-802 of the Act or (e) the General Partner approves.
8. Partnership Interests. As of the date of this Agreement, the General Partner has a non-economic general partner interest in the Partnership, such interest granting the General Partner the exclusive right to manage and operate the Partnership in its capacity as General Partner. The Limited Partner has a limited partner interest in the Partnership which constitutes 100% of the aggregate partnership interest (as defined in the Act) of all partners in the Partnership.
9. Distributions. Distributions shall be made to the partners of the Partnership at the times and in the aggregate amounts determined by the General Partner. Such distributions shall be allocated among the partners of the Partnership in accordance with their percentage of partnership interests in the Partnership. Notwithstanding any other provision of this Agreement, neither the Partnership, nor the General Partner on behalf of the Partnership, shall be required to make a distribution to a partner of the Partnership on account of its interest in the Partnership if such distribution would violate the Act or other applicable law.
10. Taxes. The General Partner shall prepare and timely file (on behalf of the Partnership) all state and local tax returns, if any, required to be filed by the Partnership. The Partnership and the partners acknowledge that for federal income tax purposes, the Partnership is intended to be disregarded as an entity separate from the partners of the Partnership.
11. Assignments.
(a) The Limited Partner may assign all or any part of its partnership interest in the Partnership and may withdraw from the Partnership only if the Partnership will have a limited partner after such withdrawal. Upon the withdrawal of the Limited Partner, the Limited Partner shall receive any amount the Limited Partner contributed to the Partnership.
(b) The General Partner may assign all or any part of its partnership interest in the Partnership and may withdraw from the Partnership without the consent of the Limited Partner.
12. Withdrawal. Except to the extent set forth in Section 11, no right is given to any partner of the Partnership to withdraw from the Partnership.
13. Admission of Additional or Substitute Partners.
(a) One or more additional or substitute limited partners of the Partnership may be admitted to the Partnership with only the consent of the General Partner.
(b) One or more additional or substitute general partners of the Partnership may be admitted to the Partnership with only the consent of the General Partner.
14. Indemnification.
(a) As used in Sections 14, 15 and 16, the following terms shall have the following meanings respectively:
“Indemnitee” means (a) any Person (together with such Person’s heirs, executors and administrators) who is or was an officer or director of any WPZ Group Entity (as defined in the Merger Agreement) and (b) any Person (together with such Person’s heirs, executors and administrators) who is or was serving at the request of the Partnership as an officer, director, employee, member, partner, agent, fiduciary or trustee of another Person; provided that a Person shall not be an Indemnitee by reason of providing, on a fee-for-services basis, trustee, fiduciary or custodial services.
“Person” means an individual or a corporation, firm, limited liability company, partnership, joint venture, trust, unincorporated organization, association, governmental agency or political subdivision thereof or other entity.
(b) 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 any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, 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, for acts or omissions occurring at or prior to the Effective Time; provided that the Indemnitee shall not be indemnified and held harmless 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 Section 14, 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. Any indemnification pursuant to this Section 14 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.
(c) To the fullest extent permitted by law, expenses (including legal fees and expenses) incurred by an Indemnitee who is indemnified pursuant to Section 14(b) in defending any claim, demand, action, suit or proceeding shall, from time to time, be advanced by the Partnership prior to a determination that 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 determined that the Indemnitee is not entitled to be indemnified as authorized in this Section 14.
(d) The indemnification provided by this Section 14 shall be in addition to any other rights to which an Indemnitee may be entitled under any agreement, as a matter of law or otherwise, both as to actions in the Indemnitee’s capacity as an Indemnitee and as to actions in any other capacity, 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.
(e) 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.
(f) For purposes of this Section 14, 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 14(b); 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.
(g) In no event may an Indemnitee subject the Limited Partner to personal liability by reason of the indemnification provisions set forth in this Agreement.
(h) An Indemnitee shall not be denied indemnification in whole or in part under this Section 14 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 or the Amended and Restated Agreement of Limited Partnership.
(i) The provisions of this Section 14 are for the benefit of the Indemnitees, their heirs, successors, assigns and administrators and shall not be deemed to create any rights for the benefit of any other Persons.
(j) No amendment, modification or repeal of this Section 14 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 14 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.
15. 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 Partner or a permitted assignee thereof that is admitted as a limited partner or any other Persons who have acquired equity interests in the Partnership or are otherwise bound by this Agreement, 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) To the extent that, at law, in equity or otherwise, an Indemnitee has duties (including fiduciary duties) and liabilities relating thereto to the Partnership or to the partners, and any other Indemnitee acting in connection with the Partnership’s business or affairs shall not be liable to the Partnership, any partner or any of their permitted assignees that are admitted as partners or any other Person bound by this Agreement for its good faith reliance on the provisions of this Agreement.
(c) Any amendment, modification or repeal of this Section 15 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 15 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.
16. Third-Party Beneficiaries. Each partner agrees that 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.
17. Governing Law. This Agreement shall be governed by, and construed under, the laws of the State of Delaware, all rights and remedies being governed by said laws.
18. Severability. If any provision of this Agreement is or becomes invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.
[Remainder of this page intentionally left blank.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.
| GENERAL PARTNER: | ||
| VHMS GP LLC | ||
| By: | Access Midstream Partners, L.P., its sole member | |
| By: | Access Midstream Partners GP, L.L.C., its general partner | |
| By | /s/ Donald R. Chappel | |
| Name: | Donald R. Chappel | |
| Title: | Chief Financial Officer |
| LIMITED PARTNER: | ||
| ACCESS MIDSTREAM PARTNERS, L.P. | ||
| By: | Access Midstream Partners GP, L.L.C., its general partner | |
| By: | /s/ Donald R. Chappel | |
| Name: | Donald R. Chappel | |
| Title: | Chief Financial Officer | |
[Signature Page to Second A&R Agreement of Limited Partnership of Williams Partners L.P. (6.11)]