WILLIAMS PARTNERS L.P. 6,600,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2006 • Williams Partners L.P. • Natural gas transmission • New York
to or by which any of the Williams Entities (other than the Partnership Entities) is bound or to which any of the property or assets of any of the Williams Entities (other than the Partnership Entities), is subject (except for such indenture, mortgage, deed of trust, loan agreement or other agreement covered by the opinion letter from Gibson, Dunn & Crutcher LLP of even date herewith, to which such counsel need not opine), or (C) any violation of any order, rule or regulation of any court or governmental agency or body having jurisdiction over any of the Williams Entities (other than the Partnership Entities) or any of their properties or assets, except as described in the Prospectus and any such conflicts, breaches, violations or defaults that would not have a Material Adverse Effect.
