NORTHWEST PIPELINE CORPORATION



                       $175,000,000 8.125% Notes due 2010



                               PURCHASE AGREEMENT



                                           February 27, 2003



To the Initial Purchasers

 listed on Schedule I hereto



c/o Lehman Brothers Inc.

745 Seventh Avenue

New York, NY 10019



Ladies and Gentlemen:



         Northwest Pipeline Corporation, a Delaware corporation, (the

"COMPANY"), proposes to issue and sell to the several initial purchasers listed

on Schedule I hereto (the "INITIAL PURCHASERS", individually, each an "INITIAL

PURCHASER"), $175,000,000 aggregate principal amount of its 8.125% Senior Notes

due 2010 (the "SECURITIES"), to be issued pursuant to the provisions of an

Indenture to be dated as of March 4, 2003 (the "INDENTURE"), between the Company

and JPMorgan Chase Bank, as trustee (the "TRUSTEE"). The Securities will be

entitled to the benefits of a registration rights agreement to be dated as of

March 4, 2003 between the Company and the Initial Purchasers (the "REGISTRATION

RIGHTS AGREEMENT").



         The Company hereby confirms its agreement with the Initial Purchasers

to issue and sell all of the Securities to the Initial Purchasers, on the terms

and conditions set forth herein.



         The Securities will be offered and sold to the Initial Purchasers,

without registration under the Securities Act of 1933, as amended (the

"SECURITIES ACT"), in reliance upon an exemption from the registration

requirements of the Securities Act.



         In connection with the sale of the Securities, the Company has prepared

and delivered to the Initial Purchasers a preliminary confidential offering

memorandum, dated February 20, 2003 (together with all documents incorporated by

reference therein, the "PRELIMINARY OFFERING MEMORANDUM") and has







prepared and will deliver to the Initial Purchasers on the date hereof or as

soon as practicable thereafter, copies of a final confidential offering

memorandum, dated February 27, 2003 (together with all amendments and

supplements thereto, and together with all documents incorporated by reference

therein, the "FINAL OFFERING MEMORANDUM"), relating to the Securities. The

Preliminary Offering Memorandum and the Final Offering Memorandum are sometimes

collectively referred to herein as the "Offering Memorandum." All references in

this Agreement to the Offering Memorandum include the documents incorporated by

reference therein. The Company hereby confirms that it has authorized the use of

the Offering Memorandum in connection with the offer and sale of the Securities.



         The Company understands that the Initial Purchasers propose to make

offerings ("EXEMPT RESALES") of the Securities only on the terms and in the

manner set forth in the Offering Memorandum and Section 3 hereof, as soon as the

Initial Purchasers deem advisable after this Agreement has been executed and

delivered only (i) to persons in the United States whom the Initial Purchasers

reasonably believe to be "qualified institutional buyers" ("QIBs") as defined in

Rule 144A under the Securities Act, as such rule may be amended from time to

time ("RULE 144A"), or, if any such person is buying for one or more

institutional accounts for which such person is acting as fiduciary or agent,

only when such person has represented to the Initial Purchasers that each such

account is a QIB to whom notice has been given that such sale or delivery is

being made in reliance on Rule 144A or (ii) in offshore transactions to non-U.S.

persons in reliance on Regulation S under the Securities Act ("REGULATION S").



         1.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company

represents and warrants to, and agrees with, the Initial Purchasers that as of

the date hereof and at the Closing Date (as defined herein):



                  (a)      The Company has been duly incorporated, is validly

         existing as a corporation in good standing under the laws of the State

         of Delaware, has the corporate power and authority to own its property

         and to conduct its business as described in the Offering Memorandum and

         is duly qualified to do business and is in good standing in each

         jurisdiction in which the conduct of its business or its ownership or

         leasing of property requires such qualification, except to the extent

         that the failure to be so qualified or be in good standing would not

         have a material adverse effect on the financial condition, results of

         operations, business or prospects of the Company and its subsidiaries,

         taken as a whole (a "MATERIAL ADVERSE EFFECT");



                  (b)      Each of the subsidiaries of the Company (the

         "SUBSIDIARIES" or "SUBSIDIARY") has been duly organized or validly

         formed, is validly existing and in good standing under the laws of the

         jurisdiction of its



                                       2







         formation or incorporation, has the power (corporate or other) and

         authority to own its property and to conduct its business as described

         in the Offering Memorandum and is duly qualified to do business and is

         in good standing in each jurisdiction in which the conduct of its

         business or its ownership or leasing of property requires such

         qualification, except to the extent that the failure to be so qualified

         or be in good standing would not have a Material Adverse Effect;



                  (c)      Each of the Company and its Subsidiaries has all

         consents, authorizations, approvals, orders, certificates and permits

         of and from, and has made all declarations and filings with, all

         federal, state, local and other governmental authorities, and all

         courts or other tribunals (collectively, the "LICENSES") necessary to

         own, hold, or lease, as the case may be, and to operate its properties

         and to carry on its business as presently conducted, except where the

         failure to possess such Licenses could not reasonably be expected to

         have a Material Adverse Effect, and neither the Company nor any of its

         Subsidiaries has received any notice of proceedings relating to

         revocation or modification of any such Licenses, except to the extent

         that any such revocation or modification would not have a Material

         Adverse Effect;



                  (d)      The Company has an authorized capitalization as set

         forth in the Final Offering Memorandum and all of the issued shares of

         capital stock of the Company have been duly authorized and validly

         issued, and are fully paid and non-assessable; all of the issued shares

         of capital stock of the Company are owned, directly or indirectly, by

         The Williams Companies, Inc. ("WILLIAMS"); and all of the issued shares

         of capital stock of each Subsidiary (in the case of each Subsidiary

         which is a corporation) have been duly authorized and validly issued

         and are fully paid and non-assessable and are owned directly or

         indirectly by the Company, free and clear of all liens, encumbrances,

         equities or claims;



                  (e)      Each of the Company and its Subsidiaries (i) is in

         compliance with any and all applicable foreign, federal, state and

         local laws and regulations relating to the protection of human health

         and safety, the environment or hazardous or toxic substances or wastes,

         pollutants or contaminants ("ENVIRONMENTAL LAWS"), (ii) has received

         all permits, licenses or other approvals required of it under

         applicable Environmental Laws to conduct its business as presently

         conducted and (iii) is in compliance with all terms and conditions of

         any such permit, license or approval, except, with respect to (i), (ii)

         and (iii), as may be disclosed in the Offering Memorandum and except

         where such noncompliance with Environmental Laws, failure to receive

         required permits, licenses or other



                                       3







         approvals or failure to comply with the terms and conditions of such

         permits, licenses or approvals would not be reasonably likely to,

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC