exv4w1






Exhibit 4.1




LIMITED CALL RIGHT FORBEARANCE AGREEMENT




     This Limited Call Right Forbearance Agreement (this “Agreement”) is made and entered
into as of February 17, 2010 by and between Williams Partners L.P., a Delaware limited partnership
(the “Partnership”), and Williams Partners GP LLC, a Delaware limited liability company and
the general partner of the Partnership (the “General Partner”).



RECITALS




     A. The Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of
August 23, 2005, as amended (the “Partnership Agreement”), has been entered into and
effectuated by the General Partner pursuant to the authority granted to it in Article XIII of the
Partnership Agreement. Capitalized terms used, but not defined herein, shall have the meanings
ascribed thereto in the Partnership Agreement.



     B. Under Section 15.1 of the Partnership Agreement, if at any time the General Partner and its
Affiliates hold more than 80% of the total Limited Partner Interests of any class then Outstanding,
the General Partner shall then have the right (the “Limited Call Right”), which right it
may assign and transfer in whole or in part to the Partnership or any Affiliate of the General
Partner, exercisable at its option, to purchase all, but not less than all, of such Limited Partner
Interests of such class then Outstanding held by Persons other than the General Partner and its
Affiliates at a price and on the terms specified in such Section 15.1.



     C. On the date hereof, pursuant to a Contribution Agreement by and among Williams Gas Pipeline
Company, LLC, a Delaware limited liability company, Williams Energy Services, LLC, a Delaware
limited liability company, WGP Gulfstream Pipeline Company, L.L.C., a Delaware limited liability
company, the General Partner, the Partnership, Williams Partners Operating LLC, a Delaware limited
liability company, and, for a limited purpose, The Williams Companies, Inc., a Delaware
corporation, dated as of January 15, 2010 (the “Contribution Agreement”), the Partnership
is issuing 203,000,000 Class C units representing limited partner interests in the Partnership
(“Class C Units”), which are convertible pursuant to their terms into Common Units, to the
General Partner and its Affiliates as partial consideration for the contribution by the General
Partner and its Affiliates of certain assets (the “Contribution”).



     D. Immediately after the Contribution, the General Partner and its Affiliates will own
approximately 83.9% of the Common Units (assuming the full conversion of Class C Units held by the
General Partner and its Affiliates) and, upon the full conversion of the Class C Units into Common
Units, may thereafter be entitled under the Partnership Agreement to exercise the Limited Call
Right with respect to the Common Units.



     E. The parties desire that the General Partner will agree to forbear exercising the Limited
Call Right in certain circumstances.



AGREEMENT



For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:






 









 








1. Forbearance of Exercise of Limited Call Right



The General Partner agrees not to exercise or permit to be exercised the Limited Call Right with
respect to the Common Units unless the General Partner and its Affiliates hold more than 85% of the
Common Units then Outstanding. The Partnership is relying on the forbearance of the exercise of
the Limited Call Right as part of the consideration for the transactions contemplated by the
Contribution Agreement.




2. Termination of Forbearance



The General Partner’s agreement in Section 1 hereof and the remainder of this Agreement shall
terminate at such time as the General Partner and its Affiliates collectively hold less than 75% of
the Common Units then Outstanding (assuming the full conversion of Class C Units held by the
General Partner and its Affiliates), in which event the Limited Call Right will be exercisable in
accordance with the Partnership Agreement.




3. Specific Performance



The parties have agreed that irreparable damage would occur in the event that any provisions of
this Agreement were not performed in accordance with their specific terms or were otherwise
breached. Accordingly, prior to termination of this Agreement in accordance with its terms, to the
fullest extent permitted by law, the parties will be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and provisions of this
Agreement in addition to any other remedy to which the parties are entitled at law or in equity. In
connection with any request for specific performance or equitable relief by any party, each of the
other parties agrees to waive any requirement for the security or posting of any bond in connection
with the remedy of specific performance or equitable relief. Any actions for specific performance
or equitable relief must be brought in the Delaware Chancery Court or the federal courts within the
State of Delaware.




4. Notices



Notices under this Agreement shall be provided in writing and shall be deemed received if sent to
the address or fax number specified below: (i) on the day received if sent by courier delivery,
(ii) on the next Business Day if sent by facsimile transmission when sender has machine
confirmation that the notice was transmitted, or (iii) three (3) Business Days after mailing if
sent by certified or registered mail.




	 	 	 
	To the General Partner:

	 	To the Partnership:
	 
	 	 
	Williams Partners GP LLC

	 	Williams Partners L.P.
	One Williams Center

	 	One Williams Center
	Tulsa, Oklahoma 74172

	 	Tulsa, Oklahoma 74172
	Attention: General Counsel

	 	Attention : Chief Financial Officer
	Telecopy: (918) 573-5942

	 	Telecopy: (918) 573-0871
	 
	 	 
	 

	 	with a copy to:
	 
	 	 
	 

	 	Williams Partners L.P.
	 

	 	One Williams Center, Suite 4900
	 

	 	Tulsa, Oklahoma 74172-0172
	 

	 	Attention: General Counsel and Conflicts

	 

	 	Committee Chair 
	 

	 	Telecopy: (918) 573-5942







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The General Partner and/or the Partnership may change its address for notices by providing notice
to the other in accordance with this Section 4.




5. Entire Agreement



There are no representations, conditions, agreements or understandings with respect to this
Agreement other than as set forth or referred to in this Agreement. No provision of this Agreement
may be amended or waived except by a written instrument executed by the General Partner and
Partnership. Notwithstanding anything else herein set forth, this Agreement constitutes the entire
agreement between the Partnership and the General Partner with respect to the subject matter hereof
and cancels and supersedes any prior guarantees, agreements and understandings between such parties
with respect thereto.




6. Successors and Assigns



This Agreement shall inure to the benefit of and be binding upon the respective successors and
permitted assigns of the General Partner and the Partnership. This Agreement shall not be assigned
or otherwise transferred, in whole or in part, without the prior written consent of the
non-assigning party.




7. Governing Law



This Agreement shall be governed by and construed in accordance with the laws of the State of
Delaware, without regard to the principles of conflicts of law.




8. Action by Partnership



With respect to any action, notice, consent, approval or waiver that is required to be taken or
given or that may be taken or given by the Partnership pursuant to this Agreement, such action,
notice, consent, approval or waiver shall be taken or given by the Conflicts Committee on behalf of
the Partnership.




9. Severability



If any provision of this Agreement or the application thereof to any person, entity or circumstance
shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the
application of such provision to other persons, entities or circumstances shall not be affected
thereby and shall be enforced to the greatest extent permitted by law.




10. Counterparts



This Agreement may be executed in counterparts, each of which shall be deemed an original, but both
of which together shall constitute one and the same instrument.




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     EXECUTED as of the date first above written.



	 	 	 	 	 
	 	

WILLIAMS PARTNERS GP LLC


 	 
	 	By:  	/s/ Donald R. Chappel	 
	 	 	Name:  	Donald R. Chappel 	 
	 	 	Title:  	Chief Financial Officer 	 
	 
	
 
	 	WILLIAMS PARTNERS L.P.

 	 
	 	By:  	      Williams Partners GP LLC,
 	 
	 	 	its general partner 	 
	 
	 	By:  	/s/ Donald R. Chappel	 
	 	 	Name:  	Donald R. Chappel 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



Signature Page to the Limited Call Right Forbearance Agreement