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200212049
<br />[Nebraska]
<br />THIS DEED OF TRUST, LEASEHOLD DEED OF TRUST, ASSIGNMENT OF RENTS AND
<br />LEASES, FIXTURE FILING AND SECURITY AGREEMENT, dated as of October 1, 2002 is
<br />made by WILLIAMS PIPE LINE COMPANY, LLC, a Delaware limited liability company,
<br />( "Grantor "), whose address is One Williams Center, Tulsa, Oklahoma 74172, to Walter Griffiths,
<br />a member of the Nebraska State Bar Association, having an address at Kutak Rock, The Omaha
<br />Building, 1650 Fare= Street, Omaha, NE 68102 -2186 ( "Trustee'), for the use and benefit of
<br />STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust company, as
<br />Collateral Agent for the benefit of the Secured Parties (as such term is defined in the Collateral
<br />Agency Agreement, which term is defined in the Note Purchase Agreement referred to below; in
<br />such capacity, together with its successors and assigns, `Beneficiary"), whose address is 2
<br />Avenue de Lafayette— LLC -6, Boston, MA 02111, Attn: Corporate Trust Department.
<br />References to this "Deed of Trust' shall mean this instrument and any and all renewals,
<br />modifications, amendments, supplements, extensions, consolidations, substitutions, spreaders
<br />and replacements of this instrument.
<br />Background
<br />A. Williams GP LLC, (the "General Partner "), Williams Energy Partners L.P.
<br />( "Guarantor ") and Grantor are parties to that certain Note Purchase Agreement dated as of even
<br />date herewith (as the same may be amended, supplemented or otherwise modified from time to
<br />time, the "Note Purchase Agreement') with the Purchasers parties thereto. Capitalized terms not
<br />otherwise defined herein shall have the meanings ascribed thereto in the Note Purchase
<br />Agreement. References in this Deed of Trust to the "Default Rate" shall mean the Default Rate
<br />applicable to the Series B Notes.
<br />B. Grantor is the owner of (1) the fee simple estate in the parcel(s) of real
<br />property described on Schedule A attached, if any (the "Owned Land "), (2) the beneficial
<br />easement interest(s) with respect to the parcel(s) of real property described on Schedule B
<br />attached, if any (the "Easement Land') pursuant to the agreement(s) described on Schedule B (as
<br />each of the same may be amended, supplemented or modified from time to time in accordance
<br />with the Note Purchase Agreement, the "Easement Agreements ") and (3) leasehold estate(s) in
<br />the parcel(s) of real property described on Schedule C attached, if any (the "Leased Land"; the
<br />Owned Land, the Easement Land and the Leased Land, collectively, the "Land') pursuant to the
<br />032375 -0313 01038- NY01.2224998 4
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