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May 24, 2015 10:48 AM ET

Oil, Gas and Consumable Fuels

Company Overview of Northwest Pipeline LLC

Company Overview

Northwest Pipeline LLC owns and operates an interstate pipeline system for the mainline transmission of natural gas. The pipeline system extends 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. The company’s pipeline system includes approximately 3,900 miles of mainline and lateral transmission pipeline, and 41 transmission compressor stations. It provides natural gas transportation services for markets in Washington, Oregon, Idaho, Wyoming, Nevada, Utah, Colorado, New Mexico, California, and Arizona, either directly or indirectly through interc...

295 Chipeta Way

Salt Lake City, UT 84108

United States

Founded in 1965

Phone:

801-583-8800

Key Executives for Northwest Pipeline LLC

Principal Executive Officer and Senior Vice President of West
Age: 54
Senior Vice President
Age: 59
Vice President, General Counsel and Assistant Secretary
Age: 57
Assistant Corporate Secretary
Compensation as of Fiscal Year 2014.

Northwest Pipeline LLC Key Developments

Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC Enter into Second Amended & Restated Credit Agreement with Citibank

On February 2, 2015, Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC entered into a second amended & restated credit agreement with Citibank, N.A. as administrative agent. The restated credit agreement amends and restates that certain first amended & restated credit agreement, dated as of July 31, 2013 (as amended prior to February 2, 2015, the existing credit agreement) among Williams Partners L.P., Northwest, Transco, Citi as administrative agent, and the lenders named therein. The restated credit agreement increases the aggregate commitments available to the borrowers by $1 billion and extends the maturity date to February 2, 2020. Additionally, the restated credit agreement lowers, in certain cases, the applicable margin and commitment fees payable by each borrower based on such borrower's senior unsecured debt ratings. The incremental commitments are increased commitments from lenders named in the existing credit agreement as well as new commitments from institutions party to the restated credit agreement. After giving effect to the restated credit agreement, the borrowers may borrow, in the aggregate, up to $3.5 billion under the restated credit agreement. Northwest and Transco are each subject to a $500 million borrowing sublimit. In addition, the surviving partnership may request an increase of up to an additional $500 million in commitments from either new lenders or increased commitments from existing lenders named in the restated credit agreement. However, at no time may the aggregate commitments under the restated credit agreement exceed $4.0 billion. The restated credit agreement allows for same day swingline borrowings up to an aggregate amount of $150 million, subject to other utilization of the aggregate commitments under the restated credit agreement. Furthermore, the 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, subject to certain conditions.

Williams Partners L.P., Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC Enter into Amendment No.1 and Consent to the First Amended & Restated Credit Agreement

On December 1, 2014, Williams Partners L.P., Northwest Pipeline LLC and Transcontinental Gas Pipe Line Company, LLC (together the Borrowers) entered into Amendment No.1 and Consent to the First Amended & Restated Credit Agreement, dated as of July 31, 2013, by and among the Borrowers, the lenders named therein and Citibank N.A., as administrative agent. Each of the Borrowers and Access Midstream Partners, L.P. (ACMP) is indirect subsidiary of The Williams Companies Inc. The Amendment, among other things, provides the consent of the lenders holding a majority of lending commitments (the "Required Lenders") under the Credit Agreement to the continuation of the Credit Agreement as the credit facility for ACMP upon consummation of the merger of the Partnership with and into ACMP (the "Merger") and the termination of ACMPs existing credit agreement. The Amendment further provides the consent of the required Lenders that certain existing liens and guarantees of indebtedness of ACMP that are terminated in connection with the Merger shall not constitute liens and guarantees of indebtedness under the Credit Agreement. The Amendment further provides the consent of the Required Lenders that the Merger shall constitute a "Specified Acquisition" under the Credit Agreement, meaning that the Credit Agreement will prohibit the ratio of debt to EBITDA of ACMP at end of the fiscal quarter following the Merger, and at the end of the two fiscal quarters immediately thereafter, to exceed 5.50 to 1.00. In addition, the Amendment amends, upon consummation of the Merger and delivery by ACMP of an acknowledgment of its obligations under the Credit Agreement, the definition of "Partnership Agreement" to mean the limited partnership agreement of ACMP, and the definition of "Senior Notes" to mean all material indebtedness with an aggregate principal amount in excess of $100,000,000 issued by ACMP (including all such indebtedness issued by the Partnership prior to the Merger).

Northwest Pipeline GP Converts from General Partnership to Limited Liability Company

Northwest Pipeline GP converted from a Delaware general partnership to a Delaware limited liability company, thereafter called Northwest Pipeline LLC.

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