8-K

 

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): April 16, 2009

Williams Partners L.P.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-32599	20-2485124
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing 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))

Item 1.01 Entry into a Material Definitive Agreement.

On April 15, 2009, Williams Partners L.P. (the "Partnership") issued a press release announcing, among other things, that The Williams Companies, Inc. ("Williams") plans to waive incentive distribution rights with respect to 2009 distribution periods and that Williams will provide the Partnership with additional general and administrative ("G&A") expense credits for 2009. The press release announced that the additional credits will offset increases in the G&A expense allocation from Williams to the Partnership, up to $10 million, compared with the 2008 allocation level.

Consistent with the Partnership’s press release announcement, on April 16, 2009, the Partnership, Williams Energy Services, LLC ("WES"), Williams Energy, L.L.C. ("WE"), Williams Discovery Pipeline LLC ("Williams Pipeline"), Williams Partners Holdings LLC ("Holdings"), Williams Partners GP LLC (the "General Partner"), Williams Partners Operating LLC ("OLLC"), and, for purposes of Articles V and VI of the Omnibus Agreement only , Williams, entered into an amendment (the "Omnibus Amendment") to the Omnibus Agreement originally entered into by the parties on August 23, 2005. The Omnibus Amendment provides for additional credits to the Partnership for certain indirect G&A expenses incurred by the General Partner or another Williams affiliate on behalf of the Partnership of up to $10.0 million in 2009 (the "Additional Credits"). The Additional Credits are calculated quarterly to the extent that such G&A expenses during 2009 exceed $9.0 million for the first fiscal quarter, $18.0 million through the second quarter, $27.0 million through the third quarter, and $36.0 million through the fourth quarter, subject to quarterly limits. The Additional Credits are in addition to the Partnership’s $0.8 million G&A credit for 2009 previously provided for in the Omnibus Agreement. The Omnibus Amendment is effective as of January 1, 2009. The description of the Omnibus Amendment in this Item 1.01 is qualified in its entirety by reference to the copy of the Omnibus Amendment filed as Exhibit 10.1 to this report, which is incorporated herein by reference.

Relationships

Williams directly or indirectly owns (i) 100% of the General Partner, which allows it to control the Partnership, and (ii) 100% of WES, WE, Williams Pipeline, Holdings, and OLLC. In addition, Williams indirectly owns an approximate 21.6% limited partner interest in the Partnership. Further, certain officers and directors of the General Partner serve as officers and/or directors of Williams, WES, WE, Williams Pipeline, and Holdings. The General Partner serves as the general partner of the Partnership, holding a 2% general partner interest, the incentive distribution rights in the Partnership, and 3,363,527 of the Partnership’s common units. For additional relationships between Williams and its affiliates and the Partnership, please read "Certain Relationships and Related Transactions, and Director Independence" in the annual report on Form 10-K filed by the Partnership with the U.S. Securities and Exchange Commission on February 26, 2009.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Also consistent with the press release issued by the Partnership on April 15, 2009, the Board of Directors of the General Partner approved an amendment to the Amended and Restated Agreement of Limited Partnership of the Partnership, dated April 16, 2009 ("Amendment No. 5"), to reduce to zero any distributions of available cash to the holder of incentive distribution rights with respect to each quarter ending in 2009. The General Partner currently holds all of the incentive distribution rights in the Partnership. The description of Amendment No. 5 in this Item 5.03 is qualified in its entirety by reference to the copy of Amendment No. 5 filed as Exhibit 3.1 to this report, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

3.1 Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated April 16, 2009.

10.1 Amendment No. 1 to Omnibus Agreement among Williams Energy, L.L.C., Williams Energy Services, LLC, Williams Discovery Pipeline, LLC, Williams Partners Holdings LLC, Williams Partners GP LLC, Williams Partners L.P., Williams Partners Operating LLC and (for purposes of Articles V and VI of the Omnibus Agreement only) The Williams Companies, Inc., dated April 16, 2009.

SIGNATURES

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.
	By: Williams Partners GP LLC,
	its General Partner
Date:  April 20, 2009	By: /s/ William H. Gault
	William H. Gault
	Assistant Corporate Secretary

Exhibit Index

Exhibit No.	Description
3.1	Amendment No. 5 to Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated April 16, 2009.
10.1	Amendment No. 1 to Omnibus Agreement among Williams Energy, L.L.C., Williams Energy Services, LLC, Williams Discovery Pipeline, LLC, Williams Partners Holdings LLC, Williams Partners GP LLC, Williams Partners L.P., Williams Partners Operating LLC and (for purposes of Articles V and VI of the Omnibus Agreement only) The Williams Companies, Inc., dated April 16, 2009.

EX-3.1

Exhibit 3.1

Amendment No. 5
to
Amended and Restated Agreement of Limited Partnership
of Williams Partners L.P.

This Amendment No. 5, dated April 16, 2009 (this “Amendment”) to the Amended and Restated Agreement of Limited Partnership, dated as of August 23, 2005, as amended (the “Partnership Agreement”), of Williams Partners L.P., a Delaware limited partnership (the “Partnership”), is entered into and effectuated by Williams Partners GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), pursuant to authority granted to it in Article XIII of the Partnership Agreement. Capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

WHEREAS, Section 13.1(d) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines 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; and

WHEREAS, acting pursuant to the power and authority granted to it under Section 13.1(d)(i) of the Partnership Agreement, the General Partner has determined that the following amendment to the Partnership Agreement 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.

NOW THEREFORE, the General Partner does hereby amend the Partnership Agreement as follows:

1. Section 6.4 is hereby amended by adding a new subsection (c) to such Section:

“(c) Notwithstanding anything to the contrary in this Section 6.4, any distributions of Available Cash to the holder of the Incentive Distribution Rights provided for in clauses (iii), (iv) and (v) of Subsection 6.4(b) with respect to each Quarter ending in 2009 shall be reduced to zero.”

2. Except as hereby amended, the Partnership Agreement shall remain in full force and effect.

3. This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.

4. Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those provisions of this Amendment that are valid, enforceable and legal.

IN WITNESS WHEREOF, this Amendment has been executed as of the date first written above.

GENERAL PARTNER:

Williams Partners GP LLC

By: /s/ Alan S. Armstrong
Alan S. Armstrong
Chief Operating Officer

Exhibit 10.1

AMENDMENT NO. 1 TO
OMNIBUS AGREEMENT

THIS AMENDMENT NO. 1, dated April 16, 2009 (this “Amendment”) to the Omnibus Agreement, entered into on, and effective as of, the Closing Date (the “Omnibus Agreement”), is entered into and effective January 1, 2009 among Williams Energy Services, LLC, a Delaware limited liability company, Williams Energy, L.L.C., a Delaware limited liability company, Williams Discovery Pipeline LLC, a Delaware limited liability company, Williams Partners Holdings LLC, a Delaware limited liability company, Williams Partners GP LLC, a Delaware limited liability company (including any permitted successors and assigns under the MLP Agreement), (the “General Partner”), for itself and on behalf of the MLP in its capacity as general partner, Williams Partners L.P., a Delaware limited partnership (the “MLP”), Williams Partners Operating LLC, a Delaware limited liability company, and, for purposes of Articles V and VI of the Omnibus Agreement only, The Williams Companies, Inc., a Delaware corporation. The above-named entities are sometimes referred to in this Amendment each as a “Party ” and collectively as the “Parties.” Capitalized terms used but not defined herein are used as defined in the Omnibus Agreement.

WHEREAS, pursuant to the MLP Agreement, the Partnership Group is required to reimburse the General Partner for, among other things, all general and administrative expenses incurred or payments made by the General Partner or another Williams Entity on behalf of the Partnership Group.

WHEREAS, the parties desire to amend the Omnibus Agreement to increase to up to $10.8 million the aggregate amount of the credit to the Partnership Group with respect to the fiscal year ending December 31, 2009, for a portion of the amount of such reimbursement obligation with respect to certain general and administrative expenses.

WHEREAS, pursuant to Section 6.6 of the Omnibus Agreement, the General Partner has determined that the following amendment to the Omnibus Agreement will not adversely affect the holders of Common Units and therefore does not require the prior approval of the Conflicts Committee.

NOW, THEREFORE, in consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Section 1.1(b) of the Omnibus Agreement is hereby amended to add the following definition:

“Partnership Non-Segment Profit G&A” means the portion of general and administrative expenses incurred or payments made by the General Partner or another Williams Entity on behalf of the Partnership Group for which the Partnership Group is required to reimburse the General Partner pursuant to the MLP Agreement that is not included in segment profit on the Partnership’s financial statements or notes thereto.

2. Section 4.1(e) of the Omnibus Agreement is hereby amended and restated in its entirety as follows:

(e) for the fiscal year ending December 31, 2009, the amount of this credit shall be $0.8 million plus an additional quarterly credit calculated as follows:

(i) with respect to the first fiscal quarter, the amount of the credit shall be equal to the extent, if any, that Partnership Non-Segment Profit G&A for the first fiscal quarter exceeds $9 million, provided that such credit for the first quarter shall not exceed $2.5 million;

(ii) with respect to the second fiscal quarter, the amount of the credit shall be equal to the extent, if any, that the sum of Partnership Non-Segment Profit G&A for the first and second fiscal quarters exceeds $18 million, provided that such credit for the second quarter shall not exceed an amount equal to $5 million less the amount of any first quarter credit;

(iii) with respect to the third fiscal quarter, the amount of the credit shall be equal to the extent, if any, that the sum of the Partnership Non-Segment Profit G&A for the first, second, and third fiscal quarters exceeds $27 million, provided that such credit for the third fiscal quarter shall not exceed an amount equal to $7.5 million less the sum of any credits for the first and second fiscal quarters; and

(iv) with respect to the fourth fiscal quarter, the amount of the credit shall be equal to the extent, if any, that Partnership Non-Segment Profit G&A for the fiscal year ending December 31, 2009 exceeds $36 million, provided that such credit for the fourth fiscal quarter shall not exceed an amount equal to $10 million less the sum of any credits for the previous three fiscal quarters.

2. Except as hereby amended, the Omnibus Agreement shall remain in full force and effect.

3. This Amendment shall be subject to and governed by the laws of the State of Texas, excluding any conflicts-of-law rule or principle that might refer the construction or interpretation of this Amendment to the laws of another state. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Texas.

4. This Amendment may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

5. If any provision of this Amendment or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Amendment and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

IN WITNESS WHEREOF, the Parties have executed this Amendment on the date first set forth above, effective as of January 1, 2009.

WILLIAMS ENERGY SERVICES, LLC

By: /s/ Alan S. Armstrong
Name: Alan S. Armstrong
Title: Senior Vice President


WILLIAMS ENERGY, L.L.C.

By: /s/ Alan S. Armstrong
Name: Alan S. Armstrong
Title: Senior Vice President


WILLIAMS DISCOVERY PIPELINE LLC

By: /s/ Alan S. Armstrong
Name: Alan S. Armstrong
Title: Senior Vice President and General Manager
 

WILLIAMS PARTNERS HOLDINGS LLC

By: /s/ Alan S. Armstrong
Name: Alan S. Armstrong
Title: Chief Operating Officer and Senior Vice President



WILLIAMS PARTNERS GP LLC

By: /s/ Alan S. Armstrong
Name: Alan S. Armstrong
Title: Chief Operating Officer

WILLIAMS PARTNERS L.P.

By: Williams Partners GP LLC, its general partner

By: /s/ Alan S. Armstrong
Name: Alan S. Armstrong
Title: Chief Operating Officer

WILLIAMS PARTNERS OPERATING LLC

By: WILLIAMS PARTNERS L.P., its sole member

By: Williams Partners GP LLC, its general partner

By: /s/ Alan S. Armstrong
Name: Alan S. Armstrong
Title: Chief Operating Officer


THE WILLIAMS COMPANIES, INC.
(For purposes of Articles V and VI of the Omnibus Agreement only)

By: /s/ Donald R. Chappel
Name: Donald R. Chappel
Title: Senior Vice President and Chief Financial Officer