REGISTRATION RIGHTS AGREEMENT dated as of February 9, 2010 among WILLIAMS PARTNERS L.P. and BARCLAYS CAPITAL INC. CITIGROUP GLOBAL MARKETS INC. on behalf of themselves and the Initial Purchasers listed on Schedule I heretoRegistration Rights Agreement • February 10th, 2010 • Williams Partners L.P. • Natural gas transmission • New York
This Agreement is made pursuant to the Purchase Agreement dated as of February 2, 2010, among the Company and Barclays Capital Inc. and Citigroup Global Markets Inc., as representatives of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $750,000,000 aggregate principal amount of its 3.800% Senior Notes due 2015 (the “2015 Notes”), $1,500,000,000 aggregate principal amount of its 5.250% Senior Notes due 2020 (the “2020 Notes”) and $1,250,000,000 aggregate principal amount of its 6.300% Senior Notes due 2040 (the “2040 Notes,” and together with the 2015 Notes and the 2020 Notes, the “Securities” and each a “Series” of Securities.). The Securities are to be issued pursuant to the provisions of an Indenture dated the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”) by and among the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).
