exv10w1






Exhibit 10.1



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 hereto



 









 





     THIS REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into as of February
9, 2010, among Williams Partners L.P. (the “Company”), a corporation duly organized and existing
under the laws of the State of Delaware, and Barclays Capital Inc. and Citigroup Global Markets
Inc., each acting on behalf of themselves and the several initial purchasers listed on Schedule I
hereto (the “Initial Purchasers”).



     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”).



     In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company
has agreed to provide to each Initial Purchaser and its direct and indirect transferees the
registration rights with respect to the Securities set forth in this Agreement. The execution of
this Agreement is a condition to the closing under the Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions.



     As used in this Agreement, the following capitalized defined terms have the following
meanings:



     “1933 Act” shall mean the Securities Act of 1933, as amended from time to time.



     “1934 Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



     “2015 Notes” shall have the meaning set forth in the preamble.



     “2020 Notes” shall have the meaning set forth in the preamble.



     “2040 Notes” shall have the meaning set forth in the preamble.



     “Additional Interest” shall have the meaning set forth in Section 2(e).



     “Agreement” shall have the meaning set forth in the preamble.



     “Business Day” shall have the meaning set forth in Rule 13e-4(a)(3) under the 1934 Act.



     “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.



 









 





     “Commission” shall mean the Securities and Exchange Commission.



     “Company” shall have the meaning set forth in the preamble and also includes the Company’s
successors.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii).



     “Exchange Offer Registration” shall mean a registration under the 1933 Act effected pursuant
to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean a registration statement on Form S-4 (or,
if applicable, on another appropriate form) relating to an offering of Exchange Securities pursuant
to a Registered Exchange Offer and all amendments and supplements to such registration statement,
in each case including the Prospectus contained therein, all exhibits thereto and all material
incorporated by reference therein.



     “Exchange 2015 Notes” shall mean any securities issued by the Company to be offered to Holders
in exchange for 2015 Notes (pursuant to the Registered Exchange Offer or otherwise) pursuant to an
Exchange Offer Registration Statement, part of the same Series as the 2015 Notes and containing
terms identical to the 2015 Notes for which they are exchanged except that (i) interest thereon
shall accrue from the last date on which interest was paid on the 2015 Notes or, if no such
interest has been paid, from the date of issuance of the 2015 Notes, and (ii) the Exchange 2015
Notes will not contain the legend appearing on the face of the 2015 Notes in the form recited in
the Indenture and will not contain terms with respect to transfer restrictions or Additional
Interest.



     “Exchange 2020 Notes” shall mean any securities issued by the Company to be offered to Holders
in exchange for 2020 Notes (pursuant to the Registered Exchange Offer or otherwise) pursuant to an
Exchange Offer Registration Statement, part of the same Series as the 2020 Notes and containing
terms identical to the 2020 Notes for which they are exchanged except that (i) interest thereon
shall accrue from the last date on which interest was paid on the 2020 Notes or, if no such
interest has been paid, from the date of issuance of the 2020 Notes, and (ii) the Exchange 2020
Notes will not contain the legend appearing on the face of the 2020 Notes in the form recited in
the Indenture and will not contain terms with respect to transfer restrictions or Additional
Interest.



     “Exchange 2040 Notes” shall mean any securities issued by the Company to be offered to Holders
in exchange for 2040 Notes (pursuant to the Registered Exchange Offer or otherwise) pursuant to an
Exchange Offer Registration Statement, part of the same Series as the 2040 Notes and containing
terms identical to the 2040 Notes for which they are exchanged except that (i) interest thereon
shall accrue from the last date on which interest was paid on the 2040 Notes or, if no such
interest has been paid, from the date of issuance of the 2040 Notes, and (ii) the Exchange 2040
Notes will not contain the legend appearing on the face of the 2040 Notes in the form recited in
the Indenture and will not contain terms with respect to transfer restrictions or Additional
Interest.



     “Exchange Securities” shall mean the Exchange 2015 Notes, the Exchange 2020 Notes and the
Exchange 2040 Notes.



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     “Holder” shall mean each Initial Purchaser, for so long as it owns any Transfer Restricted
Securities, and each of its successors, assigns and direct and indirect transferees who become
registered owners of Transfer Restricted Securities under the Indenture; provided that for purposes
of Sections 4 and 5 of this Agreement, the term “Holder” shall include Participating Broker-Dealers
(as defined in Section 4(a)).



     “Indemnified Party” shall have the meaning set forth in Section 5(c).



     “Indemnifying Party” shall have the meaning set forth in Section 5(c).



     “Indenture” shall have the meaning set forth in the preamble.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
outstanding Transfer Restricted Securities of any Series; provided that, for purposes of Section
6(b), whenever the consent or approval of Holders of a specified percentage of Transfer Restricted
Securities of any Series is required hereunder, Transfer Restricted Securities of such Series held
by the Company or any of its affiliates (as such term is defined in Rule 405 under the 1933 Act)
(other than the Initial Purchasers or subsequent Holders of Transfer Restricted Securities if such
subsequent Holders are deemed to be such affiliates solely by reason of their holding of such
Transfer Restricted Securities) shall not be considered outstanding and shall not be counted in
determining whether such consent or approval was given by the Holders of such required percentage
or amount.



     “Participant” shall have the meaning set forth in Section 5(a).



     “Participating Broker-Dealer” shall have the meaning set forth in Section 4(a) hereof.



     “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



     “Prospectus” shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by any prospectus
supplement, including a prospectus supplement with respect to the terms of the offering of any
portion of the Transfer Restricted Securities of any Series covered by a Shelf Registration
Statement, and by all other amendments and supplements to such prospectus, and in each case
including all material incorporated by reference therein.



     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registration Default” shall have the meaning set forth in Section 2(e).



     “Registered Exchange Offer” shall mean the exchange offer by the Company of Exchange
Securities for all Securities that are Transfer Restricted Securities pursuant to Section 2(a)
hereof.



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     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without limitation: (i) all Commission,
stock exchange or Financial Industry Regulatory Authority (“FINRA”) registration and filing fees,
including if applicable, the fees and expenses of any “qualified independent underwriter” required
to be retained by any holder of Transfer Restricted Securities in accordance with the rules and
regulations of FINRA, (ii) all fees and expenses incurred in connection with compliance with state
securities or blue sky laws (including reasonable fees and disbursements of counsel for any
underwriters or Holders in connection with blue sky qualification of any of the Exchange Securities
or Transfer Restricted Securities), (iii) all expenses of any Person in preparing or assisting in
preparing, word processing, printing and distributing any Registration Statement, any Prospectus,
any amendments or supplements thereto, any underwriting agreements, securities sales agreements and
other documents relating to the performance of and compliance with this Agreement, (iv) all rating
agency fees, (v) all fees and disbursements relating to the qualification of the Indenture under
applicable securities laws, (vi) the fees and disbursements of the Trustee and its counsel, (vii)
the fees and disbursements of counsel for the Company and, in the case of a Shelf Registration
Statement, the reasonable fees and disbursements of one counsel for the Holders (which counsel
shall be selected by the Majority Holders and which counsel may also be counsel for the Initial
Purchasers) and (viii) the fees and disbursements of the independent public accountants of the
Company, including the expenses of any special audits or “comfort” letters required by or incident
to such performance and compliance, but excluding fees of counsel to the Underwriters (other than
the fees and expenses set forth in clause (ii) above) and the Holders and underwriting discounts
and commissions and transfer taxes, if any, relating to the sale or disposition of Transfer
Restricted Securities by a Holder.



     “Registration Statement” shall mean any registration statement of the Company that covers any
of the Exchange Securities of any Series or the Transfer Restricted Securities of any Series
pursuant to the provisions of this Agreement and all amendments and supplements to any such
Registration Statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all material incorporated by reference therein.



     “Securities” shall have the meaning set forth in the preamble.



     “Series” shall have the meaning set forth in the preamble.



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf” registration statement of the Company
pursuant to the provisions of Section 2(b) of this Agreement which covers all of the Transfer
Restricted Securities any Series (but no other securities unless approved by the Holders of a
majority of the aggregate principal amount of outstanding Transfer Restricted Securities of such
Series that are covered by such Shelf Registration Statement) on an appropriate form under Rule 415
under the 1933 Act, or any similar rule that may be adopted by the Commission, and all amendments
and supplements to such registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all material incorporated by
reference therein.



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     “TIA” shall have the meaning set forth in Section 3(l) hereof.



     “Transfer Restricted Securities” shall mean each outstanding Security until: (i) when in the
case of a Holder who was entitled to participate in the Registered Exchange Offer, an Exchange
Offer Registration Statement with respect to such Security shall have been declared effective under
the 1933 Act and either (a) such Security shall have been exchanged by a Person other than a
broker-dealer for an Exchange Security in the Registered Exchange Offer or (b) the Registered
Exchange Offer shall have been consummated and such Security was not tendered by the Holder thereof
in the Registered Exchange Offer; (ii) following the exchange by a broker-dealer in the Registered
Exchange Offer of a Security for an Exchange Security, the date on which such Exchange Security is
sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a
copy of the Prospectus contained in the Exchange Offer Registration Statement; (iii) the date on
which such Security has been effectively registered under the 1933 Act and disposed of in
accordance with the Shelf Registration Statement; or (iv) the date that is two years after the date
of this Agreement.



     “Trustee” shall have the meaning set forth in the preamble.



     “Underwriter” shall have the meaning set forth in Section 3 hereof.



     “Underwritten Registration or Underwritten Offering” shall mean a registration in which
Transfer Restricted Securities are sold to an Underwriter for reoffering to the public.



     2. Registration under the 1933 Act.




     (a) To the extent not prohibited by any applicable law or applicable interpretation of
the Staff of the Commission, the Company shall (1) file an Exchange Offer Registration
Statement on or prior to 180 days after the Closing Date covering the offer by the Company
to the Holders to exchange all of the Transfer Restricted Securities of each Series for an
equal aggregate principal amount of Exchange Securities of such Series and (2) use its
commercially reasonable efforts to cause such Exchange Offer Registration Statement to be
declared effective on or prior to 270 days after the Closing Date. The Company shall use
its commercially reasonable efforts to have the Exchange Offer Registration Statement remain
effective until the closing of the Registered Exchange Offer. The Company shall commence
the Registered Exchange Offer promptly after the Exchange Offer Registration Statement has
been declared effective by the Commission and use its commercially reasonable efforts to
have the Registered Exchange Offer consummated (by issuing Exchange Securities of each
Series for all tendered, and not validly withdrawn Transfer Restricted Securities of such
Series) not later than 30 Business Days, or longer, if required by the federal securities
laws, after such effective date. The Company shall commence the Registered Exchange Offer
by mailing the related exchange offer Prospectus and accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law:




     (i) that the Registered Exchange Offer is being made pursuant to this
Registration Rights Agreement and that all Transfer Restricted Securities validly
tendered will be accepted for exchange;



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     (ii) the dates of acceptance for exchange (which shall be a period of at least
20 Business Days from the date such notice is mailed) (the “Exchange Dates”);




     (iii) that any Transfer Restricted Security not tendered will remain
outstanding and continue to accrue interest, but will not retain any rights under
this Agreement;




     (iv) that Holders electing to have a Transfer Restricted Security exchanged
pursuant to the Registered Exchange Offer will be required to surrender such
Transfer Restricted Security, together with the enclosed letters of transmittal, to
the institution and at the address specified in the notice prior to the close of
business on the last Exchange Date; and




     (v) that Holders will be entitled to withdraw their election, not later than
the close of business on the last Exchange Date, by sending to the institution and
at the address (located in the Borough of Manhattan, The City of New York) specified
in the notice, a telegram, telex, facsimile transmission or letter setting forth the
name of such Holder, the principal amount of Transfer Restricted Securities
delivered for exchange and a statement that such Holder is withdrawing his election
to have such Transfer Restricted Securities exchanged.



          As soon as practicable after the last Exchange Date, the Company shall:





     (A) accept for exchange Transfer Restricted Securities or portions
thereof tendered and not validly withdrawn pursuant to the Registered
Exchange Offer; and




     (B) deliver, or cause to be delivered, to the Trustee for cancellation
all Transfer Restricted Securities or portions thereof so accepted for
exchange by the Company and issue and cause the Trustee to promptly
authenticate and deliver to each Holder an Exchange Security of the
applicable Series equal in aggregate principal amount to the aggregate
principal amount of the Transfer Restricted Securities of such Series
surrendered by such Holder.




     The Company shall use its commercially reasonable efforts to complete the Registered
Exchange Offer as provided above and shall comply with the applicable requirements of the
1933 Act, the 1934 Act and other applicable laws and regulations in connection with the
Registered Exchange Offer. The Registered Exchange Offer shall not be subject to any
conditions, other than that the Registered Exchange Offer does not violate applicable law or
any applicable interpretation of the Staff of the Commission. The Company shall inform the
Initial Purchasers of the names and addresses of the Holders to whom the Registered Exchange
Offer is made, and the Initial Purchasers shall have the right, subject to applicable law,
to contact such Holders and otherwise facilitate the tender of Transfer Restricted
Securities in the Registered Exchange Offer.



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     If, during the period the Exchange Offer Registration Statement is effective, an event
occurs which makes any statement made in such Exchange Offer Registration Statement or the
related Prospectus untrue in any material respect or which requires the making of any
changes in such Exchange Offer Registration Statement or Prospectus in order to make the
statements therein not misleading, the Company shall use its commercially reasonable efforts
to, as promptly as practicable, prepare and file with the Commission a supplement or
post-effective amendment to the Exchange Offer Registration Statement or the related
Prospectus or any document incorporated therein by reference or file any other required
document so that, as thereafter delivered to the purchasers of the Transfer Restricted
Securities of any Series, such Prospectus will not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading. The Company
agrees to notify the Holders to suspend the exchange of the Transfer Restricted Securities
of such Series as promptly as practicable after the occurrence of such an event, and the
Holders hereby agree to suspend such exchange until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission.




     (b) If (i) the Company is not permitted to consummate the Registered Exchange Offer
because the Registered Exchange Offer is not permitted by applicable law or applicable
interpretation of the Staff of the Commission; or (ii) any Holder of Transfer Restricted
Securities notifies the Company prior to the 20th day following the consummation of the
Registered Exchange Offer that: (A) it is prohibited by law or applicable interpretation of
the Staff of the Commission from participating in the Registered Exchange Offer, (B) it may
not resell the Exchange Securities acquired by it in the Registered Exchange Offer to the
public without delivering a Prospectus and the Prospectus contained in the Exchange Offer
Registration Statement is not appropriate or available for such resales or (C) it is a
broker-dealer and owns Securities acquired directly from the Company or an affiliate of the
Company, the Company shall (x) use its commercially reasonable efforts to file with the
Commission within 60 days after such filing obligation arises (or, if later, the date by
which the Company is obligated to file an Exchange Offer Registration Statement) a Shelf
Registration Statement providing for the resale by the Holders of Transfer Restricted
Securities of all of their Transfer Restricted Securities; provided, however, that no Holder
of Transfer Restricted Securities entitled to have its Transfer Restricted Securities
included in a Shelf Registration Statement shall be entitled to have its Transfer Restricted
Securities included in a Shelf Registration Statement if such Holder has failed to comply
with the paragraph immediately following clause (p) of Section 3 and (y) use its
commercially reasonable efforts to cause such Shelf Registration Statement to be declared
effective by the Commission or to become automatically effective in accordance with the
rules and regulations of the Commission on or prior to 180 days after such filing obligation
arises (or, if later, the date by which the Company is obligated to use its commercially
reasonable efforts to have the Exchange Offer Registration Statement declared effective).
If the Company is required to file a Shelf Registration Statement solely as a result of the
matters referred to in clause (ii) of the preceding sentence, the Company shall use it
commercially reasonable efforts to file and have declared effective by the Commission both
an Exchange Offer Registration Statement pursuant to Section 2(a) with respect to all
Transfer Restricted



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Securities and a Shelf Registration Statement (which may be a combined Registration
Statement with the Exchange Offer Registration Statement) with respect to reoffers and
resales of Transfer Restricted Securities held by the Holders who must deliver the related
Prospectus. Subject to the following paragraph, the Company agrees to use its commercially
reasonable efforts to keep the Shelf Registration Statement continuously effective until the
date that is two years from the date of this Agreement or such shorter period that will
terminate when all of the Transfer Restricted Securities covered by the Shelf Registration
Statement have been sold pursuant to the Shelf Registration Statement or cease to be
Transfer Restricted Securities within the meaning of this Agreement. The Company further
agrees to supplement or amend the Shelf Registration Statement if required by the rules,
regulations or instructions applicable to the registration form used by the Company for such
Shelf Registration Statement, the 1933 Act or any other rules and regulations thereunder for
shelf registration or if reasonably requested by a Holder with respect to information
relating to such Holder, and to use its commercially reasonable efforts to cause any such
amendment to be declared effective by the Commission and such Shelf Registration Statement
to become usable as soon as thereafter practicable. The Company agrees to furnish to the
Holders of Transfer Restricted Securities copies of any such supplement or amendment
promptly after its being used or filed with the Commission.




     Notwithstanding anything to the contrary in this Agreement, the Company, upon advising
the Initial Purchasers and each Holder, may suspend the use of the Prospectus included in
any Shelf Registration Statement for periods of time not to exceed 30 consecutive days and
for no more than 60 days during any 365 day period in which such suspensions are in effect
(each such period, a “Suspension Period”) if (i) an event or circumstance occurs and is
continuing as a result of which the Shelf Registration Statement, the related Prospectus or
any document incorporated therein by reference as then amended or supplemented or proposed
to be filed would, in the good faith judgment of the Company, contain an untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not misleading, and
(ii)(A) the Company determines in its good faith judgment that the disclosure of such event
at such time would have a material adverse effect on the business, operations or prospects
of the Company or (B) the disclosure otherwise relates to a material business transaction or
development which has not been publicly disclosed; provided, however, that upon the
termination of such Suspension Period, the Company shall promptly advise the Initial
Purchasers and each Holder that such Suspension Period has been terminated.




     (c) The Company shall pay all Registration Expenses in connection with the registration
pursuant to Section 2(a) or Section 2(b). Each Holder shall pay all underwriting discounts,
if any, and commissions and transfer taxes, if any, relating to the sale or disposition of
such Holder’s Transfer Restricted Securities pursuant to a Shelf Registration Statement.




     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof or a Shelf
Registration Statement pursuant to Section 2(b) hereof will not be deemed to have become
effective unless it has been declared effective by the Commission or



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becomes automatically effective in accordance with the rules and regulations of the
Commission; provided, however, that if after it has been declared effective or becomes
automatically effective, the offering of Transfer Restricted Securities pursuant to a Shelf
Registration Statement is interfered with by any stop order, injunction or other order or
requirement of the Commission or any other governmental agency or court, such Registration
Statement will be deemed not to have become effective during the period of such interference
until the offering of Transfer Restricted Securities pursuant to such Registration Statement
may legally resume.




     (e) The Company and the Initial Purchasers agree that the Holders will suffer damages
if the Company fails to fulfill its obligations under Section 2(a) or Section 2(b) hereof
and that it would not be feasible to ascertain the extent of such damages with precision.
Accordingly, the Company agrees that if:




     (i) the Exchange Offer Registration Statement is not filed with the Commission
on or prior to the 180th day following the Closing Date,




     (ii) the Exchange Offer Registration Statement is not declared effective by the
Commission on or prior to the 270th day following the Closing Date,




     (iii) the Registered Exchange Offer is not completed on or prior to the
30th Business Day following the date the Exchange Offer Registration
Statement is declared effective, or




     (iv) a Shelf Registration Statement is required to be filed but is not filed or
declared effective (or does not become automatically effective) within the
respective time periods set forth herein or the Shelf Registration Statement is
declared effective or becomes effective but thereafter ceases to be effective or
usable (other than during a Suspension Period) prior to the date that is two years
after the date of this Agreement other than after the Transfer Restricted Securities
of each Series being sold thereunder have been disposed of under the Shelf
Registration Statement or cease to be Transfer Restricted Securities, without being
succeeded within two Business Days by a post-effective amendment which cures the
failure and that is itself immediately declared effective,




(each such event referred to in clauses (i) through (iv) a “Registration Default”),
Additional Interest (“Additional Interest”) will accrue on the affected Transfer Restricted
Securities of each Series. With respect to each Series, the rate of Additional Interest
will be one-quarter of one percent (0.25%) per annum on the principal amount of Transfer
Restricted Securities of such Series held by such Holder for the first 90-day period
immediately following the occurrence of a Registration Default, increasing by an additional
one-quarter of one percent (0.25%) per annum on the principal amount of affected Transfer
Restricted Securities of such Series with respect to each subsequent 90-day period
thereafter up to a maximum amount of Additional Interest for all Registration Defaults of
one-half of one percent (0.50%) per annum on the principal amount of Transfer Restricted
Securities of such Series, from and including the date on which any



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such Registration Default shall occur, to but excluding the date that is the earlier of (1)
the date on which all Registration Defaults have been cured or (2) the date on which such
affected Transfer Restricted Securities of such Series cease to be Transfer Restricted
Securities within the meaning of this Agreement.




     Notwithstanding the foregoing, (1) the amount of Additional Interest payable shall not
increase because more than one Registration Default has occurred and is pending and (2) a
Holder of Exchange Securities or a Holder of Transfer Restricted Securities who is not
entitled to the benefits of the Shelf Registration Statement pursuant to Section 2(b) hereof
shall not be entitled to Additional Interest with respect to a Registration Default that
pertains to the Shelf Registration Statement.




     (f) With respect to each Series, the Company shall notify the Trustee within one
Business Day after each date on which an event occurs in respect of which Additional
Interest is required to be paid. Any amounts of Additional Interest due pursuant to this
Section 2 will be payable in addition to any other interest payable from time to time with
respect to the Transfer Restricted Securities of each Series in cash semi-annually on the
interest payment dates specified in the Indenture (to the holders of record as specified in
the Indenture), commencing with the first such interest payment date occurring after any
such Additional Interest commences to accrue. With respect to each Series, the amount of
Additional Interest will be determined in a manner consistent with the calculation of
interest under the Indenture.




     (g) Without limiting the remedies available to the Holders, the Company acknowledges
that any failure by the Company to comply with its obligations under Section 2(a) and
Section 2(b) hereof may result in material irreparable injury to the Holders for which there
is no adequate remedy at law, that it will not be possible to measure damages for such
injuries precisely and that, in the event of any such failure, the Initial Purchasers or any
Holder may obtain such relief as may be required to specifically enforce the Company’s
obligations under Section 2(a) and Section 2(b) hereof.



     3. Registration Procedures.



     In connection with the obligations of the Company with respect to the Registration Statements
pursuant to Section 2(a) and Section 2(b) hereof, the Company shall as expeditiously as possible
(provided, however, that the Company shall not be required to take actions more promptly than
required by Sections 2(a) and 2(b)):




     (a) prepare and file with the Commission a Registration Statement on the appropriate
form under the 1933 Act, which form shall (x) be selected by the Company, (y) in the case of
a Shelf Registration, be available for the sale of the Transfer Restricted Securities by the
selling Holders thereof and (z) comply as to form in all material respects with the
applicable requirements of the 1933 Act and rules and regulations promulgated thereunder and
include all financial statements required by the Commission to be filed therewith, and use
commercially reasonable efforts to cause such Registration Statement to be declared
effective by the Commission and remain effective in accordance with Section 2 hereof;



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     (b) prepare and file with the Commission such amendments and post-effective amendments
to each Registration Statement as may be necessary to keep such Registration Statement
effective for the applicable period, cause each Prospectus to be supplemented by any
required prospectus supplement and, as so supplemented, to be filed pursuant to Rule 424
under the 1933 Act and keep each Prospectus current during the period described under
Section 4(3) and Rule 174 under the 1933 Act that is applicable to transactions by brokers
or dealers with respect to the Transfer Restricted Securities of any Series or Exchange
Securities of any Series;




     (c) in the case of a Shelf Registration, furnish to each Holder of Transfer Restricted
Securities of each Series being sold thereunder, to counsel for the Initial Purchasers, to
counsel for the Holders and to each Underwriter of an Underwritten Offering of Transfer
Restricted Securities, if any, without charge, as many copies of each Prospectus, including
each preliminary Prospectus and any amendment or supplement thereto and such other documents
as such Holder or Underwriter may reasonably request, in order to facilitate the public sale
or other disposition of the Transfer Restricted Securities of such Series; and, subject to
Section 3(i), the Company consents to the use of such Prospectus and any amendment or
supplement thereto in accordance with applicable law by each of the selling Holders of
Transfer Restricted Securities of such Series and any such Underwriters in connection with
the offering and sale of the Transfer Restricted Securities of such Series covered by and in
the manner described in such Prospectus or any amendment or supplement thereto in accordance
with applicable law;




     (d) use its commercially reasonable efforts to register or qualify the Transfer
Restricted Securities of each Series being sold under all applicable state securities or
blue sky laws of such jurisdictions as any Holder of Transfer Restricted Securities of such
Series covered by a Registration Statement shall reasonably request in writing by the time
the applicable Registration Statement is declared effective by the Commission, to cooperate
with such Holders in connection with any filings required to be made with FINRA and do any
and all other acts and things which may be reasonably necessary or advisable to enable such
Holder to consummate the disposition in each such jurisdiction of such Transfer Restricted
Securities owned by such Holder; provided, however, that the Company shall not be required
to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction
where it would not otherwise be required to qualify but for this Section 3(d), (ii) file any
general consent to service of process or (iii) subject itself to taxation in any such
jurisdiction if it is not so subject;




     (e) in the case of a Shelf Registration, notify each Holder of Transfer Restricted
Securities of each Series being sold thereunder, counsel for the Holders and counsel for the
Initial Purchasers (or, if applicable, separate counsel for the Holders) promptly and, if
requested by any such Holder or counsel, confirm such notice in writing, (i) when a
Registration Statement has been declared effective or has become automatically effective and
when any post-effective amendment thereto has been filed and is declared effective, (ii) of
any request by the Commission or any state securities authority for amendments and
supplements to a Registration Statement and Prospectus or for additional information after
the Registration Statement has become effective, (iii) of the issuance by the Commission or
any state securities authority of any stop order



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suspending the effectiveness of a Registration Statement or the initiation of any
proceedings for that purpose, (iv) if, between the effective date of a Registration
Statement and the closing of any sale of Transfer Restricted Securities covered thereby, the
Company receives any notification with respect to the suspension of the qualification of
such Transfer Restricted Securities for sale in any jurisdiction or the initiation of any
proceeding for such purpose, (v) of the happening of any event during the period a Shelf
Registration Statement is effective which makes any statement made in such Shelf
Registration Statement or the related Prospectus untrue in any material respect or which
requires the making of any changes in such Registration Statement or Prospectus in order to
make the statements therein not misleading, (vi) of any determination by the Company that a
post-effective amendment to a Registration Statement would be appropriate and (vii) of any
Suspension Period;




     (f) use its commercially reasonable efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest possible moment and
provide immediate notice to each Holder of the withdrawal of any such order;




     (g) in the case of a Shelf Registration, furnish to each Holder of Transfer Restricted
Securities of each Series being sold thereunder, without charge, at least one conformed copy
of each Registration Statement and any post-effective amendment thereto (without documents
incorporated therein by reference or exhibits thereto, unless requested);




     (h) in the case of a Shelf Registration, cooperate with the selling Holders of Transfer
Restricted Securities to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities (if such Securities are certificated) to be sold
and not bearing any restrictive legends (unless required by applicable securities laws) and
enable such Transfer Restricted Securities to be in such denominations (consistent with the
provisions of the Indenture) and registered in such names as the selling Holders may
reasonably request at least two Business Days prior to the closing of any sale of Transfer
Restricted Securities;




     (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(e)(v) or (vii) hereof, use its commercially reasonable efforts to prepare and
file with the Commission a supplement or post-effective amendment to a Registration
Statement or the related Prospectus or any document incorporated therein by reference or
file any other required document so that, as thereafter delivered to the purchasers of the
Transfer Restricted Securities of each Series being sold thereunder, such Prospectus will
not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they
were made, not misleading. The Company agrees to notify the Holders to suspend use of the
Prospectus as promptly as practicable after the occurrence of such an event, and the Holders
hereby agree to suspend use of the Prospectus until the Company has amended or supplemented
the Prospectus to correct such misstatement or omission and has furnished copies of the
amended or supplemented Prospectus to the



12









 







Holders or until the Company notifies the Holders that the sale of such Transfer
Restricted Securities may be resumed;




     (j) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement to a
Prospectus (except any amendment or supplement solely to add additional selling
securityholders), provide copies of such document to the Initial Purchasers and their
counsel (and, in the case of a Shelf Registration Statement, the Holders and their counsel)
and make such representatives of the Company as shall be reasonably requested by the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders
or their counsel) available for discussion of such document, and shall not at any time file
or make any amendment to the Shelf Registration Statement, any Prospectus or any amendment
of or supplement to a Shelf Registration Statement or a Prospectus (except any amendment or
supplement solely to add additional selling securityholders) of which the Initial Purchasers
and their counsel (and, in the case of a Shelf Registration Statement, the Holders or their
counsel) have not been previously advised and furnished a copy or to which the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders
or their counsel) shall reasonably object;




     (k) obtain a CUSIP number for all Exchange Securities each Series or Transfer
Restricted Securities of each Series, as the case may be, not later than the effective date
of the applicable Registration Statement;




     (l) cause the Indenture to be qualified under the TIA, in connection with the
registration of the Exchange Securities of each Series or Transfer Restricted Securities of
each Series, as the case may be, and cooperate with the Trustee and the Holders to effect
such changes to the Indenture as may be required for the Indenture to be so qualified in
accordance with the terms of the TIA and execute, and use commercially reasonable best
efforts to cause the Trustee to execute, all documents as may be required to effect such
changes and all other forms and documents required to be filed with the Commission to enable
the Indenture to be so qualified in a timely manner;




     (m) in the case of a Shelf Registration, make available for inspection by a
representative of the Holders of the Transfer Restricted Securities of each Series being
sold thereunder, any Underwriter participating in any disposition pursuant to such Shelf
Registration Statement, and attorneys and accountants designated by the Holders, at
reasonable times and in a reasonable manner, all financial and other records, pertinent
documents and properties of the Company and cause the respective officers, directors and
employees of the Company to supply all information reasonably requested by any such
representative, Underwriter, attorney or accountant in connection with a Shelf Registration
Statement, in each case, that would customarily be reviewed or examined in connection with
“due diligence” review of the Company;




     (n) use its reasonable best efforts to cause the Exchange Securities of each Series to
continue to be rated by two nationally recognized statistical rating organizations (as such
term is defined in Rule 436(g)(2) under the 1933 Act), if the Transfer Restricted Securities
of such Series have been rated;



13









 






     (o) if reasonably requested by any Holder of Transfer Restricted Securities covered by
a Registration Statement, (i) promptly incorporate in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such Holder
reasonably requests to be included therein and (ii) make all required filings of such
Prospectus supplement or such post-effective amendment as soon as reasonably practicable
after the Company has received notification of the matters to be incorporated in such
filing; and




     (p) in the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those reasonably requested by the
Holders of a majority of the Transfer Restricted Securities of each Series being sold
thereunder) in order to expedite or facilitate the disposition of such Transfer Restricted
Securities thereunder including, but not limited to, pursuant to an Underwritten Offering
and in such connection, (i) to the extent possible, make such representations and warranties
to the Holders and any Underwriters of such Transfer Restricted Securities with respect to
the business of the Company, the Registration Statement, Prospectus and documents
incorporated by reference or deemed incorporated by reference, if any, in each case, in
form, substance and scope as are customarily made by issuers to underwriters in underwritten
offerings and confirm the same if and when requested, (ii) obtain opinions of counsel to the
Company (which counsel and opinions, in form, scope and substance, shall be reasonably
satisfactory to the Holders of a majority in principal amount of the Transfer Restricted
Securities of each Series being sold under such Shelf Registration Statement, such
Underwriters and their respective counsel) addressed to each selling Holder and Underwriter
of Transfer Restricted Securities, covering the matters customarily covered in opinions
requested in underwritten offerings, (iii) obtain “comfort” letters from the independent
certified public accountants of the Company (and, if necessary, any other certified public
accountant of any subsidiary of the Company, or of any business acquired by the Company for
which financial statements and financial data are or are required to be included in the
Registration Statement) addressed to each selling Holder and Underwriter of Transfer
Restricted Securities, such letters to be in customary form and covering matters of the type
customarily covered in “comfort” letters in connection with underwritten offerings, and (iv)
deliver such documents and certificates as may be reasonably requested by the Holders of a
majority in principal amount of the Transfer Restricted Securities of each Series being sold
under such Shelf Registration Statement or by the Underwriters, and which are customarily
delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company made pursuant to clause (i) above and to
evidence compliance with any customary conditions contained in an underwriting agreement.




     In the case of a Shelf Registration Statement, the Company may require each Holder of
Transfer Restricted Securities of each Series being sold thereunder to furnish to the
Company such information regarding the Holder and the proposed distribution by such Holder
of such Transfer Restricted Securities as the Company may from time to time reasonably
request in writing. No Holder of Transfer Restricted Securities may include its Transfer
Restricted Securities in such Shelf Registration Statement unless and until such Holder
furnishes such information to the Company. Each Holder including Transfer Restricted
Securities in a Shelf Registration Statement shall agree to furnish



14









 







promptly to the Company all information regarding such Holder and the proposed
distribution by such Holder of such Transfer Restricted Securities required to make the
information previously furnished to the Company by such Holder not materially misleading.




     In connection with an Exchange Offer Registration, each Holder exchanging Securities
for Exchange Securities shall be required to represent that (i) the Exchange Securities are
being obtained in the ordinary course of business of the Person receiving such Exchange
Securities, whether or not such Person is a Holder, (ii) neither such Holder nor any such
other Person has an arrangement or understanding with any Person to participate in the
distribution of Exchange Securities, (iii) other than as set forth in Section 4, if the
Holder is not a broker-dealer, or is a broker-dealer but will not receive Exchange
Securities for its own account in exchange for Securities, neither the Holder nor any such
other Person is engaged in or intends to participate in a distribution of the Exchange
Securities and (iv) neither the Holder nor any such other Person is an “affiliate” of the
Company within the meaning of Rule 405 under the Securities Act or, if such Person is an
“affiliate,” that such Holder will comply with the registration and prospectus delivery
requirements of the Securities Act to the extent applicable.




     In the case of a Shelf Registration, each Holder agrees that, upon receipt of any
notice from the Company of the happening of any event of the kind described in Section
3(e)(v) hereof or of a Suspension Period, such Holder will forthwith discontinue disposition
of Transfer Restricted Securities pursuant to a Registration Statement until such Holder’s
receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3(i)
hereof, and, if so directed by the Company, such Holder will destroy or deliver to the
Company (at its expense) all copies in its possession, other than permanent file copies then
in such Holder’s possession, of the Prospectus covering such Transfer Restricted Securities
current at the time of receipt of such notice.




     If the Company shall give any such notice to suspend the disposition of Transfer
Restricted Securities pursuant to a Registration Statement, the Company shall extend the
period during which the Registration Statement shall be maintained effective pursuant to
this Agreement by the number of days during the period from and including the date of the
giving of such notice to and including the date when the Holders shall have received copies
of the supplemented or amended Prospectus necessary to resume such dispositions.




     The Holders of Transfer Restricted Securities covered by a Shelf Registration Statement
who desire to do so may sell such Transfer Restricted Securities in an Underwritten
Offering. In any such Underwritten Offering, the investment banker or investment bankers
and manager or managers (the “Underwriters”) that will administer the offering will be
selected by the Majority Holders of the Transfer Restricted Securities of each Series
included in such offering, provided that such Underwriters shall be reasonably acceptable to
the Company.



15









 





     4. Participation of Broker-Dealers in Registered Exchange Offer.




     (a) The parties hereto understand that the Staff of the Commission has taken the
position that any broker-dealer that receives Exchange Securities for its own account in the
Registered Exchange Offer in exchange for Securities that were acquired by such
broker-dealer as a result of market-making or other trading activities (a “Participating
Broker-Dealer”), may be deemed to be an “underwriter” within the meaning of the 1933 Act and
must deliver a prospectus meeting the requirements of the 1933 Act in connection with any
resale of such Exchange Securities.




     The Company understands that it is currently the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of
distribution containing a statement to the above effect and the means by which Participating
Broker-Dealers may resell the Exchange Securities, without naming the Participating
Broker-Dealers or specifying the amount of Exchange Securities owned by them, such
Prospectus may be delivered by Participating Broker-Dealers to satisfy their prospectus
delivery obligation under the 1933 Act in connection with resales of Exchange Securities for
their own accounts, so long as the Prospectus otherwise meets the requirements of the 1933
Act.




     (b) In light of the above, notwithstanding the other provisions of this Agreement, the
Company agrees that the provisions of this Agreement as they relate to a Shelf Registration
shall also apply to an Exchange Offer Registration to the extent, and with such reasonable
modifications thereto as may be, reasonably requested by the Initial Purchasers or by one or
more Participating Broker-Dealers, in each case as provided in clause (ii) below, in order
to expedite or facilitate the disposition of any Exchange Securities by Participating
Broker-Dealers consistent with the positions of the Staff recited in Section 4(a) above;
provided, that:




     (i) the Company shall not be required to amend or supplement the Prospectus
contained in the Exchange Offer Registration Statement, as would otherwise be
contemplated by Section 3(i), for a period exceeding 180 days after the last
Exchange Date (as such period may be extended pursuant to the penultimate paragraph
of Section 3 of this Agreement) and Participating Broker-Dealers shall not be
authorized by the Company to deliver and shall not deliver such Prospectus after
such period in connection with the resales contemplated by this Section 4; and




     (ii) the application of the Shelf Registration procedures set forth in Section
3 of this Agreement to an Exchange Offer Registration, to the extent not required by
the positions of the Staff of the Commission or the 1933 Act and the rules and
regulations thereunder, will be in conformity with the reasonable request in writing
to the Company by the Initial Purchasers or with the reasonable request in writing
to the Company by one or more broker-dealers who certify to the Initial Purchasers
and the Company in writing that they anticipate that they will be Participating
Broker-Dealers; and provided further, that, in connection with such application of
the Shelf Registration procedures set forth in Section 3 to an



16









 







Exchange Offer Registration, the Company shall be obligated (x) to deal only
with the Initial Purchasers, as representatives of the Participating Broker-Dealers,
unless they elect not to act as such representatives, (y) to pay the fees and
expenses of only one counsel representing the Participating Broker-Dealers, which
will be counsel to the Initial Purchasers unless such counsel elects not to so act
and (z) to cause to be delivered only one, if any, “comfort” letter with respect to
the Prospectus in the form existing on the last Exchange Date and with respect to
each subsequent amendment or supplement, if any, effected during the period
specified in clause (i) above.




     (c) The Initial Purchasers shall have no liability to the Company, other than as
Holders in accordance with the terms hereof, or to any other Holder with respect to any
request that they may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution.




     (a) The Company agrees to indemnify and hold harmless the Initial Purchasers, each
Holder and each Person, if any, who controls the Initial Purchasers or any Holder within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, or is under
common control with, or is controlled by, the Initial Purchasers or any Holder (each, a
“Participant”), from and against all losses, claims, damages and liabilities (including,
without limitation, any legal fees or other expenses reasonably incurred by a Participant in
connection with defending or investigating any such action or claim) caused by any untrue
statement or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment thereto) pursuant to which Exchange Securities or Transfer
Restricted Securities were registered under the 1933 Act, including all documents
incorporated therein by reference, or caused by any omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the statements
therein not misleading, or caused by any untrue statement or alleged untrue statement of a
material fact contained in any Prospectus (as amended or supplemented if the Company shall
have furnished any amendments or supplements thereto) forming a part of such Registration
Statement, or caused by any omission or alleged omission to state therein a material fact
necessary to make the statements therein in the light of the circumstances under which they
were made not misleading, except insofar as such losses, claims, damages or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or omission
based upon and in conformity with information relating to the Initial Purchasers or any
Holder, as the case may be, furnished to the Company in writing by such Initial Purchasers
or selling Holder expressly for use therein. In connection with any Underwritten Offering
permitted by Section 3, the Company will also enter into an underwriting agreement pursuant
to which the Company will agree to indemnify the Underwriters, if any, selling brokers,
dealers and similar securities industry professionals participating in such Underwritten
Offering, their officers and directors and each Person who controls such Persons (within the
meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act) to the same
extent as provided above with respect to the indemnification of the Holders, if requested in
connection with any Registration Statement for such Underwritten Offering.



17









 






     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Initial Purchasers and the other selling Holders, and each of their respective
directors and officers who sign the Registration Statement and each Person, if any, who
controls the Company, the Initial Purchasers and any other selling Holder within the meaning
of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the
foregoing indemnity from the Company to the Initial Purchasers and the Holders pursuant to
Section 5(a), but only with reference to information relating to such Holder furnished to
the Company in writing by such Holder expressly for use in any Registration Statement (or
any amendment thereto) or any Prospectus (or any amendment or supplement thereto).




     (c) In case any proceeding (including any governmental investigation) shall be
instituted involving any Person in respect of which indemnity may be sought pursuant to
either paragraph (a) or paragraph (b) above, such Person (the “Indemnified Party”) shall
promptly notify the Person against whom such indemnity may be sought (the “Indemnifying
Party”) in writing, but the failure to so promptly notify the Indemnifying Party shall not
negate the obligation to so indemnify such Indemnified Party unless the Indemnifying Party
is materially prejudiced by such delay, and the Indemnifying Party, upon request of the
Indemnified Party, shall retain counsel reasonably satisfactory to the Indemnified Party to
represent the Indemnified Party and any others the Indemnifying Party may designate in such
proceeding and shall pay the fees and expenses of such counsel related to such proceeding.
In any such proceeding, any Indemnified Party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such
Indemnified Party unless (i) the Indemnifying Party and the Indemnified Party have mutually
agreed to the retention of such counsel or (ii) the named parties to any such proceeding
(including any impleaded parties) include both the Indemnifying Party and the Indemnified
Party and, in the opinion of counsel to the Indemnifying Party, representation of both
parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the Indemnifying Party shall not, in
connection with any proceeding or related proceedings in the same jurisdiction, be liable
for (a) the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Initial Purchasers and all Persons, if any, who control the Initial
Purchasers within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934
Act, (b) the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Company, its directors, its officers who sign the Registration Statement
and each Person, if any, who controls the Company within the meaning of either such Section
and (c) the fees and expenses of more than one separate firm (in addition to any local
counsel) for all Holders and all Persons, if any, who control any Holders within the meaning
of either such Section, and that all such fees and expenses shall be reimbursed as they are
incurred. In such case involving the Initial Purchasers and Persons who control the Initial
Purchasers, such firm shall be designated in writing by the Initial Purchasers. In such
case involving the Holders and such Persons who control Holders, such firm shall be
designated in writing by the Majority Holders. In all other cases, such firm shall be
designated by the Company. The Indemnifying Party shall not be liable for any settlement of
any proceeding effected without its written consent but, if settled with such consent or if
there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the
Indemnified Party from and against any



18









 







loss or liability by reason of such settlement or judgment. No Indemnifying Party
shall, without the prior written consent of the Indemnified Party, effect any settlement of
any pending or threatened proceeding in respect of which such Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such Indemnified Party,
unless such settlement (i) includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such proceeding and (ii) does not
include a statement as to, or admission of, fault, culpability or failure to act by or on
behalf of such Indemnified Person.




     (d) If the indemnification provided for in paragraph (a) or paragraph (b) of this
Section 5 is unavailable to an Indemnified Party or insufficient in respect of any losses,
claims, damages or liabilities, then each Indemnifying Party under such paragraph, in lieu
of indemnifying such Indemnified Party thereunder, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages or liabilities
in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party
or parties on the one hand and of the Indemnified Party or parties on the other hand in
connection with the statements or omissions that resulted in such losses, claims, damages or
liabilities, as well as any other relevant equitable considerations. The relative fault of
the Company and the Holders will be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the Company or by the
Holders and the parties’ relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission. The Holders’ respective obligations to
contribute pursuant to this Section 5(d) are several in proportion to the respective
principal amount of Transfer Restricted Securities of the applicable Holder that were
registered pursuant to a Registration Statement.




     (e) The Company and each Holder agree that it would not be just or equitable if
contribution pursuant to Section 5(d) above were determined by pro rata allocation or by any
other method of allocation that does not take account of the equitable considerations
referred to in Section 5(d) above. The amount paid or payable by an Indemnified Party as a
result of the losses, claims, damages and liabilities referred to in Section 5(d) above
shall be deemed to include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such Indemnified Party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this Section 5, no
Holder shall be required to contribute any amount in excess of the amount by which the total
price at which Transfer Restricted Securities were sold by such Holder exceeds the amount of
any damages that such Holder has otherwise been required to pay by reason of such untrue or
alleged untrue statement or omission or alleged omission; provided that in no case shall any
Initial Purchaser be required to contribute any amount in excess of the underwriting
discounts or commissions applicable to the Transfer Restricted Securities of any Series
purchased by such Initial Purchaser, as set forth in the Purchase Agreement. No Person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act)
shall be entitled to contribution from any Person who was not guilty of such fraudulent
misrepresentation. The remedies



19









 







provided for in this Section 5 are not exclusive and shall not limit any rights or
remedies which may otherwise be available to any Indemnified Party at law or in equity.




     The indemnity and contribution provisions contained in this Section 5 shall remain
operative and in full force and effect regardless of (i) any termination of this Agreement,
(ii) any investigation made by or on behalf of the Initial Purchasers, any Holder or any
Person controlling the Initial Purchasers or any Holder, or by or on behalf of the Company,
its officers or directors or any Person controlling the Company, (iii) acceptance of any of
the Exchange Securities or (iv) any sale of Transfer Restricted Securities pursuant to a
Shelf Registration Statement.



     6. Miscellaneous.




     (a) No Inconsistent Agreements. The Company has not entered into, and on or after the
date of this Agreement will not enter into, any agreement which is inconsistent with the
rights granted to the Holders of Transfer Restricted Securities in this Agreement or
otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder
do not in any way conflict with and are not inconsistent with the rights granted to the
holders of the Company’s other issued and outstanding securities under any such agreements.




     (b) Amendments and Waivers. The provisions of this Agreement, including the provisions
of this sentence, may not be amended, modified or supplemented, and waivers or consents to
departures from the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of at least a majority in aggregate principal amount of the
outstanding Transfer Restricted Securities of each Series affected by such amendment,
modification, supplement, waiver or consent; provided, however, that no amendment,
modification, supplement, waiver or consent to any departure from the provisions of Section
5 hereof or this paragraph (b) shall be effective as against any Holder of Transfer
Restricted Securities unless consented to in writing by such Holder.




     (c) Notices. All notices and other communications provided for or permitted hereunder
shall be made in writing by hand-delivery, registered first-class mail, facsimile or any
courier guaranteeing overnight delivery (i) if to a Holder, at the most current address
given by such Holder to the Company by means of a notice given in accordance with the
provisions of this Section 6(c), which address initially is, with respect to the Initial
Purchasers, the address set forth in the Purchase Agreement and (ii) if to the Company,
initially at the Company’s address set forth in the Purchase Agreement and thereafter at
such other address, notice of which is given in accordance with the provisions of this
Section 6(c).




     All such notices and communications shall be deemed to have been duly given at the time
delivered by hand, if personally delivered; five Business Days after being deposited in the
mail, postage pre-paid, if mailed; when receipt is acknowledged, if sent by facsimile; and
on the next Business Day if timely delivered to an air courier guaranteeing overnight
delivery.



20









 






     Copies of all such notices, demands, or other communications shall be concurrently
delivered by the Person giving the same to the Trustee, at the address specified in the
Indenture.




     (d) Successors and Assigns. This Agreement shall inure to the benefit of, and be
binding upon, the successors, assigns and transferees of each of the parties, including,
without limitation and without the need for an express assignment, subsequent Holders of
Transfer Restricted Securities; provided that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Transfer Restricted Securities in violation of
the terms of the Securities and the Purchase Agreement. Without limiting the foregoing, if
the Company directly or indirectly consolidates with or merges with or into, or sells,
assigns, transfers, leases, conveys or otherwise disposes of all or substantially all of its
assets and properties and the assets and properties of its subsidiaries (taken as a whole)
in one or more related transactions to another person, the person formed by or surviving any
such consolidation or merger (if other than the Company) or the person to which such sale,
assignment, transfer, lease, conveyance or other disposition has been made shall expressly
assume all of the Company’s obligations of this Agreement. If any transferee of any Holder
acquires Transfer Restricted Securities, in any manner, whether by operation of law or
otherwise, such Transfer Restricted Securities shall be held subject to all of the terms of
this Agreement, and by taking and holding such Transfer Restricted Securities such Person
shall be conclusively deemed to have agreed to be bound by and to perform all of the terms
and provisions of this Agreement and such Person shall be entitled to receive the benefits
hereof. The Initial Purchasers shall have no liability or obligation to the Company with
respect to any failure by a Holder to comply with, or any breach by any other Holder of, any
of the obligations of such Holder under this Agreement.




     (e) Purchases and Sales of Securities. The Company shall not, and shall not permit any
of its affiliates (as defined in Rule 405 under the 1933 Act) to, resell any of the
Securities that have been acquired by any of them, except for Securities purchased by the
Company or any of its affiliates and resold in a transaction registered under the Securities
Act.




     (f) Third Party Beneficiary. Each Holder shall be a third party beneficiary to the
agreements made hereunder between the Company, on the one hand, and the Initial Purchasers,
on the other hand, shall be bound by all of the terms and provisions of this Agreement and
shall have the right to enforce such agreements directly to the extent it deems such
enforcement necessary or advisable to protect its rights or the rights of Holders hereunder.




     (g) Counterparts. This Agreement may be executed in any number of counterparts and by
the parties hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together will constitute one and the same
agreement.




     (h) Headings. The headings in this Agreement are for convenience of reference only and
shall not limit or otherwise affect the meaning hereof.



21









 






     (i) Governing Law. This Agreement shall be governed by the laws of the State of New
York.




     (j) Severability. In the event that any one or more of the provisions contained
herein, or the application thereof in any circumstance, is held invalid, illegal or
unenforceable the validity, legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected or impaired
thereby.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




22









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 
	 	 	WILLIAMS PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Williams Partners GP LLC,

its General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Rodney J. Sailor
 

Name: Rodney J. Sailor
	 	 
	 

	 	 	 	Title: Treasurer	 	 






Confirmed and accepted as of

the date first above written:




BARCLAYS CAPITAL INC.

on behalf of themselves and as

representatives of the several Initial

Purchasers listed on Schedule I hereto




	 	 	 	 	 
	By:

	 	BARCLAYS CAPITAL INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ Gregory J. Hall
 

Name: Gregory J. Hall
	 	 
	 

	 	Title: Managing Director	 	 






CITIGROUP GLOBAL MARKETS INC.

on behalf of themselves and as

representatives of the several Initial

Purchasers listed on Schedule I hereto




	 	 	 	 	 
	By:

	 	CITIGROUP GLOBAL MARKETS INC.	 	 
	 
	 	 	 	 
	 

	 	/s/ Brian D. Bednarski
 

Name: Brian D. Bednarski
	 	 
	 

	 	Title: Managing Director	 	 






Signature Page to Registration Rights Agreement









 









 








SCHEDULE I




Initial Purchasers:




Barclays Capital Inc.




Citigroup Global Markets Inc.




Banc of America Securities LLC




BNP Paribas Securities Corp.




Calyon Securities (USA) Inc.




J.P. Morgan Securities Inc.




RBS Securities Inc.




Scotia Capital (USA) Inc.




Wells Fargo Securities, LLC




TD Securities (USA) LLC




The Williams Capital Group L.P.




Mitsubishi UFJ Securities (USA), Inc.




Mizuho Securities USA Inc.




RBC Capital Markets Corporation




BOSC, Inc.




Natixis Bleichroeder LLC