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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Each Class C Unit will automatically convert into one of the common units representing limited partner interests in Williams Partners L.P. (the "Partnership") (subject to appropriate adjustment in the event of any split-up, combination or similar event affecting the common units or other units that occurs prior to the conversion of the Class C Units) effective as of the first business day following the record date for the Partnership's quarterly distribution with respect to the first quarter of 2010 without any further action by the holders thereof and without the approval of any partner of the Partnership and without the payment of any additional consideration in connection therewith. |
(2) |
The Class C Units do not have an expiration date. |
(3) |
On February 17, 2010, Williams Gas Pipeline Company, LLC and WGP Gulfstream Pipeline Company, L.L.C. contributed certain assets to the Partnership and in exchange, among other things, (a) Williams Gas Pipeline Company, LLC received 115,689,700 Class C Units, and (b) WGP Gulfstream Pipeline Company, L.L.C. received 4,242,700 Class C Units. As a result of this contribution, Williams Gas Pipeline Company, LLC will no longer indirectly own any of the outstanding units of Williams Pipeline Partners L.P. |
(4) |
The Williams Companies, Inc. directly or indirectly owns 100% of Williams Gas Pipeline Company, LLC and WGP Gulfstream Pipeline Company, L.L.C. Williams Gas Pipeline Company, LLC is the sole member of WGP Gulfstream Pipeline Company, L.L.C. |
(5) |
The Williams Companies, Inc. indirectly beneficially owns the Class C Units that each of Williams Gas Pipeline Company, LLC and WGP Gulfstream Pipeline Company, L.L.C. directly beneficially owns. Williams Gas Pipeline Company, LLC indirectly beneficially owns the Class C Units directly beneficially owned by WGP Gulfstream Pipeline Company, L.L.C. |
(6) |
The reporting person disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interests therein, and this report shall not be deemed an admission that the reporting person is a beneficial owner of the reported securities for purposes of Section 16 or for any other purpose. |