EX-4.1



 Exhibit 4.1 

 
  

WILLIAMS PARTNERS L.P. 

And 
 THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A. 
 Trustee 
  

 
 FIFTH
SUPPLEMENTAL INDENTURE 
 Dated as of March 4, 2014 

To 
 INDENTURE 

Dated as of November 9, 2010 
  

 
 $1,000,000,000
4.300% Senior Notes due 2024 
 $500,000,000 5.400% Senior Notes due 2044 

 
  







 TABLE OF CONTENTS 

 
  

							
	 	  	Page	 
	ARTICLE ONE DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION	  	 	1	  
			
	Section 101	 	Definitions; Rules of Construction	  	 	1	  
			
	Section 102	 	Relationship With Base Indenture	  	 	7	  
			
	Section 103	 	Effect of Headings and Table of Contents	  	 	8	  
			
	Section 104	 	Successors and Assigns	  	 	8	  
			
	Section 105	 	Separability Clause	  	 	8	  
			
	Section 106	 	Governing Law; Waiver of Trial by Jury	  	 	8	  
			
	Section 107	 	Counterparts	  	 	8	  
		
	ARTICLE TWO THE NOTES	  	 	9	  
			
	Section 201	 	Establishment, Form and Dating	  	 	9	  
			
	Section 202	 	Registrar and Paying Agent	  	 	9	  
		
	ARTICLE THREE LEGAL DEFEASANCE AND COVENANT DEFEASANCE	  	 	10	  
		
	ARTICLE FOUR EVENTS OF DEFAULT	  	 	10	  
		
	ARTICLE FIVE ADDITIONAL COVENANTS	  	 	10	  
			
	Section 501	 	Limitation on Liens	  	 	11	  
		
	ARTICLE SIX REDEMPTION OF NOTES	  	 	11	  
			
	Section 601	 	Optional Redemption	  	 	11	  
			
	EXHIBIT A	 	FORM OF 2024 NOTE	  			
			
	EXHIBIT B	 	FORM OF 2044 NOTE	  			


  
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 This FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
March 4, 2014, between WILLIAMS PARTNERS L.P., a Delaware limited partnership (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, duly organized and validly existing under the
laws of the United States of America, as trustee (the “Trustee”). 
 The Company has heretofore executed and delivered to
the Trustee an Indenture, dated as of November 9, 2010 (the “Base Indenture” and, as supplemented by this Supplemental Indenture, the “Indenture”), between the Company and the Trustee, providing for the
issuance from time to time of one or more series of Securities. 
 The Company has duly authorized the execution and delivery of this
Supplemental Indenture to provide for the issuance of its 4.300% Senior Notes due 2024 (the “2024 Notes”) and 5.400% Senior Notes due 2044 (the “2044 Notes” and, together with the 2024 Notes, the
“Notes”), and the Company and the Trustee agree as follows for the benefit of each other and for the equal and ratable benefit of the Holders of the Notes. 

The Company desires and has requested the Trustee to join with it in the execution and delivery of this Supplemental Indenture in order to
supplement the Base Indenture and to replace, where necessary, covenants in the Base Indenture as and to the extent set forth herein to provide for the issuance and the terms of the Notes. 

All things necessary to make this Supplemental Indenture a valid and legally binding agreement of the Company, in accordance with its terms,
have been done. 
 NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: 

For and in consideration of the premises and the purchase of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the
equal and proportionate benefit of all Holders of the Notes as follows: 
 ARTICLE ONE 

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION 

Section 101 Definitions; Rules of Construction. 

Except as otherwise expressly provided in or pursuant to this Supplemental Indenture or unless the context otherwise requires, for all purposes
of this Supplemental Indenture: 
 (1) the terms defined in this Article have the meanings assigned to them in this Article, and include the
plural as well as the singular; 
 (2) all other terms used herein which are defined in the Trust Indenture Act, either directly or by
reference therein, have the meanings assigned to them therein; 







 (3) all accounting terms not otherwise defined herein have the meanings assigned to them in
accordance with generally accepted accounting principles and, except as otherwise herein expressly provided, the terms “generally accepted accounting principles” or “GAAP” with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the date of such computation; 
 (4) the words
“herein,” “hereof,” “hereto” and “hereunder” and other words of similar import refer to this Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision; 

(5) the word “or” is always used inclusively (for example, the phrase “A or B” means “A or B or both,” not
“either A or B but not both”); 
 (6) provisions apply to successive events and transactions; 

(7) any reference to gender includes the masculine, feminine and the neuter, as the case may be; 

(8) references to agreements and other instruments include subsequent amendments thereto and restatements thereof; 

(9) “including” means “including without limitation”; 

(10) all exhibits are incorporated by reference herein and expressly made a part of this Supplemental Indenture; and 

(11) all references to articles, sections and exhibits (and subparts thereof) are to articles, sections and exhibits (and subparts thereof) of
this Supplemental Indenture. 
 Certain terms used principally in certain Articles hereof are defined in those Articles. Capitalized terms
used but not defined in this Supplemental Indenture shall have the meaning ascribed to them in the Base Indenture. 
 “Additional
Notes” means any additional Notes issued under the Indenture as part of the same applicable series of Notes. 
 “Adjusted
Treasury Rate” means, with respect to any Redemption Date, the rate per annum equal to the semi-annual equivalent yield to maturity of the applicable Comparable Treasury Issue, assuming a price for such Comparable Treasury Issue (expressed
as a percentage of its principal amount) equal to the applicable related Comparable Treasury Price for that Redemption Date. 

“Base Indenture” has the meaning assigned to it in the recitals hereto. 

“Business Entity” has the meaning assigned to it in the definition of “Non-Recourse Subsidiary” in this
Section 101. 
 “Comparable Treasury Issue” means, with respect to each series of Notes, the United States Treasury
security selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of the Notes of such series being redeemed that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of the Notes of such series. 

  
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 “Comparable Treasury Price” means, with respect to any Redemption Date: 

(1) the average of the Reference Treasury Dealer Quotations for that Redemption Date, after excluding the highest and lowest of the Reference
Treasury Dealer Quotations, or 
 (2) if the Quotation Agent obtains fewer than three Reference Treasury Dealer Quotations, the average of
all Reference Treasury Dealer Quotations so received. 
 “Consolidated Net Tangible Assets” means at any date of
determination, the total amount of assets of the Company and its Subsidiaries after deducting therefrom: 
 (1) all current liabilities
(excluding (A) any current liabilities that by their terms are extendable or renewable at the option of the obligor thereon to a time more than 12 months after the time as of which the amount thereof is being computed, and (B) current
maturities of long-term debt); and 
 (2) the value (net of any applicable reserves) of all goodwill, trade names, trademarks, patents and
other like intangible assets, 
 all as set forth, or on a pro forma basis would be set forth, on the consolidated balance sheet of the Company for the
Company’s most recently completed fiscal quarter, prepared in accordance with GAAP. 
 “Domestic Subsidiary” means any
Subsidiary of the Company that is incorporated or organized under the laws of the United States of America, any state thereof or the District of Columbia. 

“Global Note” means a certificated Note deposited with or on behalf of and registered in the name of the Depositary or its
nominee, substantially in the form of Exhibit A hereto or Exhibit B hereto, as applicable, and that bears the Global Security Legend and that has the “Schedule of Adjustments” attached thereto. As of the date of this Supplemental Indenture
all of the Notes are represented by Global Notes. 
 “Global Security Legend” means the legend set forth in
Section 203 of the Base Indenture and any other legend required by the Depositary. 
 “Indebtedness” means, with
respect to any specified Person, any obligation created or assumed by such Person, whether or not contingent, for the repayment of money borrowed from others or any guarantee thereof. 

“Indenture” means the Base Indenture, as supplemented by this Supplemental Indenture, and as may be amended or further
supplemented from time to time, pursuant to the applicable provisions of the Base Indenture and this Supplemental Indenture. 

  
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 “Initial Notes” means the first $1,000,000,000 aggregate principal amount of the
2024 Notes or $500,000,000 aggregate principal amount of the 2044 Notes, as applicable, issued under the Indenture on the date hereof. 

“International Subsidiary” means each Subsidiary of the Company other than a Domestic Subsidiary. 

“Lien” means any mortgage, pledge, lien, security interest or other similar encumbrance. 

“Non-Recourse Indebtedness” means any Indebtedness incurred by any Joint Venture or Non-Recourse Subsidiary which does not
provide for recourse against the Company or any of its Subsidiaries (other than a Non-Recourse Subsidiary) or any property or assets of the Company or any of its Subsidiaries (other than the Capital Stock or the properties or assets of a Joint
Venture or Non-Recourse Subsidiary). 
 “Non-Recourse Subsidiary” means any Subsidiary of the Company (1) whose
principal purpose is to incur Non-Recourse Indebtedness and/or construct, lease, own or operate the assets financed thereby, or to become a direct or indirect partner, member or other equity participant or owner in a partnership, limited
partnership, limited liability partnership, corporation (including a business trust), limited liability company, unlimited liability company, joint stock company, trust, unincorporated association or joint venture created for such purpose
(collectively, a “Business Entity”), (2) who is not an obligor or otherwise bound with respect to any Indebtedness other than Non-Recourse Indebtedness, (3) substantially all the assets of which Subsidiary or Business
Entity are limited to (x) those assets being financed (or to be financed), or the operation of which is being financed (or to be financed), in whole or in part by Non-Recourse Indebtedness, or (y) Capital Stock in, or Indebtedness or other
obligations of, one or more other Non-Recourse Subsidiaries or Business Entities, and (4) any Subsidiary of a Non-Recourse Subsidiary; provided that such Subsidiary shall be considered to be a Non-Recourse Subsidiary only to the extent
that and for so long as each of the above requirements are met. 
 “Notes” has the meaning assigned to it in the preamble
to this Supplemental Indenture. For purposes of the Indenture, all references to the notes to be issued or authenticated upon transfer, replacement or exchange shall be deemed to refer to Notes. In addition, unless the context otherwise requires,
all references to the “Notes” shall include the Initial Notes of each series and any Additional Notes of such series. 

“Outstanding Notes” means any Notes that are Outstanding Securities. 

“Permitted International Debt” means Indebtedness of any International Subsidiary for which neither the Company nor any
Domestic Subsidiary, directly or indirectly, provides any guarantee or other credit support and which is secured, if at all, only by pledges of or Liens on assets (i) held by an International Subsidiary on the date of this Supplemental
Indenture, (ii) acquired by an International Subsidiary from a Person not constituting an Affiliate of the Company or (iii) acquired by an International Subsidiary from the Company, any Domestic Subsidiary or other Affiliate of the Company
on terms that, in the good faith judgment of the Company’s Board of Directors, are no less favorable to the Company or the relevant Domestic Subsidiary or other Affiliate of the Company than those that would have been obtained in a


  
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comparable transaction by the Company or such Domestic Subsidiary or other Affiliate of the Company with an unrelated Person or, if in the good faith judgment of the Company’s Board of
Directors, no comparable transaction is available with which to compare such transaction, such transaction is otherwise fair to the Company or the relevant Domestic Subsidiary or other Affiliate of the Company from a financial point of view. 

“Permitted Liens” means: 

(1) any Lien existing on any property at the time of the acquisition thereof and not created in contemplation of such acquisition by the
Company or any of its Subsidiaries, whether or not assumed by the Company or any of its Subsidiaries; 
 (2) any Lien existing on any
property of a Subsidiary of the Company at the time it becomes a Subsidiary of the Company and not created in contemplation thereof and any Lien existing on any property of any Person at the time such Person is merged or liquidated into or
consolidated with the Company or any Subsidiary thereof and not created in contemplation thereof; 
 (3) purchase money and analogous
Liens incurred in connection with the acquisition, development, construction, improvement, repair, or replacement of property (including such Liens securing Indebtedness incurred within 12 months of the date on which such property was acquired,
developed, constructed, improved, repaired or replaced); provided that all such Liens attach only to the property acquired, developed, constructed, improved, repaired or replaced and the principal amount of the Indebtedness secured by such
Lien shall not exceed the gross cost of the property; 
 (4) any Liens created or assumed to secure Indebtedness of the Company or any
Subsidiary of the Company maturing within 12 months of the date of creation thereof and not renewable or extendible by the terms thereof at the option of the obligor beyond such 12 months; 

(5) Liens on accounts receivable and related proceeds thereof arising in connection with a receivables financing and any Lien held by the
purchaser of receivables derived from property or assets sold by the Company or any Subsidiary thereof and securing such receivables resulting from the exercise of any rights arising out of defaults on such receivables; 

(6) leases constituting Liens existing on or after the date hereof and any renewals or extensions thereof; 

(7) any Lien securing industrial development, pollution control or similar revenue bonds; 

(8) Liens existing on the date hereof; 

(9) Liens in favor of the Company or any of its Subsidiaries; 

  
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 (10) Liens securing Indebtedness incurred to refund, extend, refinance or otherwise replace
Indebtedness (“Refinanced Indebtedness”) secured by a Lien permitted to be incurred under the Indenture; provided that the principal amount of such Refinanced Indebtedness does not exceed the principal amount of Indebtedness
refinanced (plus the amount of penalties, premiums, fees, accrued interest and reasonable expenses incurred therewith) at the time of refinancing; 

(11) Liens on any assets or properties, or pledges of the Capital Stock, of (a) any Joint Venture owned by the Company or any of its
Subsidiaries or (b) any Non-Recourse Subsidiary, in each case only to the extent securing Non-Recourse Indebtedness of such Joint Venture or Non-Recourse Subsidiary; 

(12) Liens on the products and proceeds (including insurance, condemnation and eminent domain proceeds) of and accessions to, and contract or
other rights (including rights under insurance policies and product warranties) derivative of or relating to, property permitted by the Indenture to be subject to Liens but subject to the same restrictions and limitations set forth in the Indenture
as to Liens on such property (including the requirement that such Liens on products, proceeds, accessions, and rights secure only obligations that such property is permitted to secure); 

(13) any Liens securing Indebtedness neither assumed nor guaranteed by the Company or a Subsidiary of the Company nor on which the Company or a
Subsidiary of the Company customarily pays interest, existing upon real estate or rights in or relating to real estate (including rights-of-way and easements) acquired by the Company or such Subsidiary, which mortgage Liens do not materially impair
the use of such property for the purposes for which it is held by the Company or such Subsidiary; 
 (14) any Lien existing or hereafter
created on any office equipment, data processing equipment (including computer and computer peripheral equipment), or transportation equipment (including motor vehicles, aircraft, and marine vessels); 

(15) undetermined Liens and charges incidental to construction or maintenance; 

(16) any Lien created or assumed by the Company or a Subsidiary of the Company on oil, gas, coal, or other mineral or timber property owned by
the Company or a Subsidiary of the Company; 
 (17) any Lien created by the Company or a Subsidiary of the Company on any contract (or any
rights thereunder or proceeds therefrom) providing for advances by the Company or such Subsidiary to finance gas exploration and development, which Lien is created to secure Indebtedness incurred to finance such advances; 

(18) any Lien granted in connection with a cash collateralization or similar arrangement to secure obligations of the Company or of any of the
Company’s Subsidiaries to issuing banks in connection with letters of credits issued at the request of the Company or any Subsidiary of the Company; 

(19) Liens on cash deposits in the nature of a right of setoff, banker’s lien, counterclaim or netting of cash amounts owed arising in the
ordinary course of business on deposit accounts; 
 (20) Liens securing Permitted International Debt; 

  
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 (21) Liens not otherwise permitted so long as the aggregate outstanding principal amount of the
Indebtedness secured thereby does not exceed $10,000,000 at any time; and 
 (22) Liens occurring in, arising from, or associated with
Specified Escrow Arrangements. 
 “Primary Treasury Dealer” has the meaning assigned to it in the definition of
“Reference Treasury Dealers” in this Section 101. 
 “Quotation Agent” means the Reference Treasury Dealer
appointed as such agent by the Company. 
 “Reference Treasury Dealer Quotations” means, with respect to any Reference
Treasury Dealer and any Redemption Date, the average, as determined by the Quotation Agent, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing
to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that Redemption Date. 

“Reference Treasury Dealers” means (1) Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank
Securities Inc., and RBC Capital Markets, LLC and their successors, unless any of such entities ceases to be a primary U.S. Government securities dealer in the United States (a “Primary Treasury Dealer”), in which case the Company
shall substitute another Primary Treasury Dealer; and (2) any two other Primary Treasury Dealers selected by the Company. 

“Refinanced Indebtedness” has the meaning assigned to it in the definition of “Permitted Liens” in this
Section 101. 
 “Specified Escrow Arrangements” means cash deposits at one or more financial institutions for the
purpose of funding any potential shortfall in the daily net cash position of the Company or any of its Subsidiaries. 
 “Stated
Maturity” means March 4, 2024 for the 2024 Notes and March 4, 2044 for the 2044 Notes. 
 “Supplemental
Indenture” has the meaning assigned to it in the preamble hereto. 
 Section 102 Relationship With Base Indenture 

The terms and provisions contained in the Base Indenture shall constitute, and are hereby expressly made, a part of this Supplemental Indenture
and the Company and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of the Base Indenture conflicts with the
express provisions of this Supplemental Indenture, the provisions of this Supplemental Indenture shall govern and be controlling. 

  
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 The Trustee accepts the amendment of the Base Indenture effected by this Supplemental Indenture
and agrees to execute the trust created by the Base Indenture as hereby amended, but only upon the terms and conditions set forth in the Base Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of
the Trustee in the performance of the trust created by the Base Indenture, and without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements
contained herein, all of which recitals or statements are made solely by the Company, or for or with respect to (1) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (2) the proper
authorization hereof by the Company, (3) the due execution hereof by the Company or (4) the consequences (direct or indirect and whether deliberate or inadvertent) of any amendment herein provided for, and the Trustee makes no
representation with respect to any such matters. 
 Section 103 Effect of Headings and Table of Contents. 

The Article and Section headings in this Supplemental Indenture and the Table of Contents herein are for convenience only and shall not affect
the construction hereof. 
 Section 104 Successors and Assigns. 

All covenants and agreements in this Supplemental Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

 Section 105 Separability Clause. 
 In
case any provision in this Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

Section 106 Governing Law; Waiver of Trial by Jury. 

This Supplemental Indenture and the Notes shall be governed by and construed in accordance with the laws of the State of New York applicable to
agreements made or instruments entered into and, in each case, performed in said state. Each of the Company and the Trustee hereby irrevocably waives, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal
proceeding arising out of or relating to this Supplemental Indenture, the Notes or the transactions contemplated hereby. 
 Section 107 Counterparts.

 This Supplemental Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute
but one and the same instrument. 

  
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 ARTICLE TWO 

THE NOTES 
 Section 201 Establishment, Form
and Dating. 
 There is hereby established two new series of Securities to be issued under the Base Indenture, to be designated as the
Company’s 4.300% Senior Notes due 2024 and 5.400% Senior Notes due 2044. 
 There are to be authenticated and delivered $1,000,000,000
principal amount of the 2024 Notes and $500,000,000 principal amount of the 2044 Notes, and such principal amount of Notes of each series may be increased from time to time pursuant to Section 301 of the Base Indenture by the issuance of
Additional Notes. Any such Additional Notes of each series will have the same interest rate, maturity and other terms as the Initial Notes of the corresponding series, except for their issue price and, if applicable, the initial interest accrual
date and the initial Interest Payment Date, and shall constitute a single series of Securities with the Initial Notes of such series. No Notes shall be authenticated and delivered in addition to Notes for the principal amount as so increased except
as provided by Sections 304, 305, 306, 906 or 1107 of the Base Indenture. The Notes shall be senior debt securities and shall be issued in fully registered form. 

The Notes and the Trustee’s certificate of authentication with respect thereto will be substantially in the form of Exhibit A hereto or
Exhibit B hereto, as applicable. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note will be dated the date of its authentication, and except as provided in Section 305 of the Base
Indenture, will be issued in the form of one or more Global Notes. The principal of, and any premium or interest on, the Notes shall be payable in Dollars. The Notes shall be in denominations of $2,000 and integral multiples of $1,000 in excess
thereof. 
 The terms and provisions contained in the Notes will constitute, and are hereby expressly made, a part of the Indenture and the
Company and the Trustee, by their execution and delivery of the Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with the express provisions of the Indenture,
the provisions of the Indenture shall govern and be controlling. 
 Section 202 Registrar and Paying Agent. 

The Company will maintain a Registrar and Paying Agent with respect to the Notes. The Registrar will keep a Security Register with respect to
the Notes and of their transfer and exchange. 
 The Company initially appoints The Depository Trust Company to act as Depositary with
respect to the Global Notes. 
 The Company initially appoints the Trustee to act as the Registrar and Paying Agent with respect to the
Notes and to act as custodian for the Depositary with respect to the Global Notes. 

  
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 ARTICLE THREE 

LEGAL DEFEASANCE AND COVENANT DEFEASANCE 

Legal defeasance of the Notes under clause (2) of Section 402 of the Base Indenture and covenant defeasance of the Notes under
clause (3) of Section 402 of the Base Indenture shall be applicable to the Notes of a series, and the Company may at its option by Board Resolution, at any time, with respect to the Notes, elect to have Section 402(2) or
Section 402(3) of the Base Indenture be applied to the Outstanding Notes of such series upon compliance with the conditions set forth in Section 402 of the Base Indenture. In addition to Section 801 of the Base Indenture,
Section 501 of this Supplemental Indenture shall be subject to covenant defeasance under Section 402(3) of the Base Indenture. 

ARTICLE FOURE 
 VENTS OF DEFAULT

 For purposes of the Notes (but not any other Securities, unless provided by the terms thereof), paragraph (4) of Section 501 of
the Base Indenture is hereby amended and restated in its entirety to read as follows: 
 “(4) failure on the part of the Company duly to
observe or perform any other of the covenants or agreements (other than those described in clause (1), (2) or (3) above) on the part of the Company with respect to that series contained in such Securities or otherwise established with
respect to that series of Securities pursuant to Section 301 hereof or contained in this Indenture (other than a covenant or agreement which has been expressly included in this Indenture solely for the benefit of one or more series of
Securities other than such series), which failure continues for a period of 60 days, or in the case of such a failure with respect to Section 704 of this Indenture, 90 days, after the date on which written notice of such failure, requiring the
same to be remedied and stating that such notice is a “Notice of Default” shall have been given to the Company by the Trustee, upon direction of Holders of at least 25% in principal amount of the then Outstanding Securities of that series;
provided, however, that if such failure is not capable of cure within such 60-day or 90-day period, as the case may be, such 60-day or 90-day period, as the case may be, shall be automatically extended by an additional 60 days so long
as (i) such failure is subject to cure, and (ii) the Company is using commercially reasonable efforts to cure such failure; and provided, further, that a failure to comply with any such other agreement in the Indenture that
results from a change in GAAP shall not be deemed to be an Event of Default with respect to the Securities of that series;” 
 ARTICLE
FIVE 
 ADDITIONAL COVENANTS 

The Notes shall be subject to the following covenant in addition to the provisions of Article Ten of the Base Indenture
(provided that Section 1004 of the Base Indenture shall not be applicable to the Notes): 

  
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 Section 501 Limitation on Liens. 

The Company shall not, and shall not permit any Subsidiary of the Company to, issue, assume, or guarantee any Indebtedness secured by a Lien,
other than Permitted Liens, upon any property of the Company or any of its Subsidiaries, owned on the date of the Indenture or thereafter acquired, unless the Notes are equally and ratably secured with such Indebtedness until such time as such
Indebtedness is no longer secured by such a Lien. 
 Notwithstanding the preceding paragraph, the Company may, and may permit any
Subsidiary of the Company to, issue, assume or guarantee any Indebtedness secured by a Lien, other than a Permitted Lien, upon any property of the Company or any of its Subsidiaries, without securing the Notes, provided that the aggregate
principal amount of all Indebtedness of the Company and any Subsidiary of the Company then outstanding secured by any such Liens (other than Permitted Liens) does not exceed 15% of Consolidated Net Tangible Assets. 

ARTICLE SIX 
 REDEMPTION OF NOTES

 Section 601 Optional Redemption. 
 The
Notes of each series may be redeemed, in whole or in part, at the option of the Company pursuant to the terms set forth in the first and second paragraphs of Section 2 of the Notes of such series. In the case of a redemption pursuant to the
first paragraph of Section 2 of the Notes of each series, the Company shall give the Trustee notice of the Redemption Price promptly after the determination thereof and the Trustee shall have no responsibility for determining such Redemption
Price. Other than as specifically provided in this Section 601 or Section 2 of the Notes, any redemption pursuant to this Section 601 will be made pursuant to the provisions of Article Eleven of the Base Indenture. 

[Remainder of page intentionally left blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the day and year first above written. 
  

			
	WILLIAMS PARTNERS L.P.
	
	By: Williams Partners GP LLC, its General Partner
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:	 	  

	Name:	 	
	Title:	 	









 EXHIBIT A 

[Face of the Note] 
 CUSIP:
96950FAM6 
 ISIN: US96950FAM68 

4.300% Senior Note due 2024 
  

			
	No.         	  	$                    

 WILLIAMS PARTNERS L.P. 

promises to pay to [CEDE & Co.]1 or registered assigns, 

the principal sum of
                                         
        DOLLARS [or such greater or lesser amount as is indicated on the Schedule of Adjustments attached hereto]2 on March 4, 2024. 

Interest Payment Dates: March 4 and September 4 

Regular Record Dates: February 17 and August 20 (whether or not a Business Day) 

Dated:
                             

 

			
	WILLIAMS PARTNERS L.P.
	
	By: Williams Partners GP LLC, its General Partner
		
	By:	 	 
		 	Name:
		 	Title:


 This is one of the Notes referred to 

in the within-mentioned Indenture: 
  

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

		
	By:	 	 
		 	Authorized Signatory

  

	1 	Insert in Global Notes only 


	2 	Insert in Global Notes only 


  
 A-1 








 [THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 
 UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO WILLIAMS PARTNERS L.P. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3 

 

	3 	Insert in Global Notes only. 


  
 A-2 








 [Reverse of the Note] 

WILLIAMS PARTNERS L.P. 
 4.300%
Senior Note due 2024 
 1. GENERAL 

This Note is one of a duly authorized issue of Securities of the Company (the “Securities”), issued and issuable in one or
more series under an Indenture, dated as of November 9, 2010, (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,” which term includes any
successor trustee under the Base Indenture), to which Base Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities issued thereunder and of the terms upon which said Securities are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof as 4.300% Senior Notes due 2024
(the “Notes”) which was issued under the Fifth Supplemental Indenture to the Base Indenture dated as of March 4, 2014 (the “Supplemental Indenture”, together with the Base Indenture, the
“Indenture”) and which is initially limited to $1,000,000,000 in principal amount. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. 

The Company promises to pay interest on the principal amount of this Note at the rate of 4.300% per annum from [Insert for Initial
Notes – “March 4, 2014”] until the Stated Maturity, unless earlier repurchased, redeemed or otherwise cancelled. The Company will pay interest semiannually on March 4 and September 4 of each year (each an
“Interest Payment Date”). Interest on the Notes will accrue from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from [Insert for
Initial Notes – “March 4, 2014”]; provided that if there is no existing default in the payment of interest, and if this Note is authenticated between a regular record date set forth on the face hereof (each a
“Regular Record Date”) and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be [Insert
for Initial Notes – “September 4, 2014”] and interest accrued from [Insert for Initial Notes – “March 4, 2014”] shall be payable on such date. The interest so payable, and punctually paid or duly provided
for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date. Except as otherwise
provided in the Indenture, any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the
close of business on a Special Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any
time in any other lawful manner not inconsistent with the requirements of any securities exchange, if any, on which the Notes shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture.
Payments of interest on the Notes will include interest accrued to but excluding the respective Interest Payment Dates. 

  
 A-3 








 Further, the Company shall pay interest on overdue principal and premium, if any, from time to
time on demand at a rate of 4.300% per annum; it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. 
 If an Interest Payment Date, the Stated Maturity or a Redemption Date
falls on a day that is not a Business Day, payment of principal, premium, if any, and interest due on that date shall be made on the next following day that is a Business Day and no interest shall accrue for the period from and after the Interest
Payment Date, Stated Maturity or such Redemption Date, as the case may be, on the payment so deferred. 
 2. OPTIONAL REDEMPTION 

The Notes are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of the Notes to be redeemed as
provided in the Indenture, at any time or from time to time prior to December 4, 2023, as a whole or in part, at the election of the Company, at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes
being redeemed, plus accrued and unpaid interest to the Redemption Date and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed
(not including any portion of payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 25 basis
points plus accrued and unpaid interest to the Redemption Date. 
 In addition, the Notes are subject to redemption upon not less than 30 or
more than 60 days’ notice to the Holders of the Notes to be redeemed as provided in the Indenture, at any time or from time to time on or after December 4, 2023, as a whole or in part, at the election of the Company, at a Redemption Price
equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the Redemption Date 
 If less than
all the Notes are to be redeemed, selection of Notes for redemption will be made [Insert for Global Notes – by the Depositary by lot or other means in accordance with the Depositary’s procedures] [Insert for a Definitive
Security—by the Trustee in such manner as it shall deem appropriate and fair]. Unless the Company defaults in payment of such Redemption Price, from and after the Redemption Date, the Notes or portions thereof called for redemption will
cease to bear interest, and the Holders thereof will have no right in respect of such Notes except the right to receive the Redemption Price thereof. 

3. DEFEASANCE 
 The Indenture
contains provisions for defeasance of (a) the entire indebtedness of this Note and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein. 

  
 A-4 








 4. DEFAULTS AND REMEDIES 

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable, or
in the circumstances described in the Indenture, shall automatically become due and payable, in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration or automatic acceleration with respect to
the Notes has been made or has occurred, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to the Notes have been cured or waived (other than the
non-payment of principal of the Notes which has become due solely by reason of such declaration of acceleration or automatic acceleration) and certain other conditions have been complied with, then and in every such case, the Holders of a majority
in aggregate principal amount of the Outstanding Notes may, by written notice to the Company and to the Trustee, rescind and annul such declaration or automatic acceleration and its consequences on behalf of all of the Holders of Notes, but no such
rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. 
 As provided in and
subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee or for any other remedy
thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, (b) (i) in the case of an Event of Default specified in clause (1), (2), (5) or
(6) of Section 501 of the Indenture, Holders of not less than 25%, or (ii) in the case of an Event of Default specified in clause (3) or (4) of Section 501 of the Indenture, Holders of not less than a majority, in
aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder, (c) such Holders shall have offered the
Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (d) for 60 days after its receipt of such notice, the Trustee shall not have received from the Holders of
a majority in principal amount of the Notes at the time Outstanding under the Indenture a direction inconsistent with such request, and (e) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such proceeding. The foregoing shall not apply to certain suits described in the Indenture, including any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed or provided for herein. 
 5. NONIMPAIRMENT 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

6. DENOMINATIONS; TRANSFER AND EXCHANGE 

The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, 

  
 A-5 








 
among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The
Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. 

7. SUCCESSOR OBLIGORS 
 When a
successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations, except in the case of a lease. 

8. TRUSTEE DEALINGS WITH THE COMPANY 

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 
 9. AUTHENTICATION 

This Note will not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent. 

10. NO RECOURSE AGAINST OTHERS 

The owners of the Company’s Capital Stock, the General Partner and its directors, officers, and members will not be liable for the
Company’s obligations under the Note, the Indenture or for any claim based on, or in respect of, such obligations. By accepting a Note, each Holder of that Note will have agreed to Section 117 of the Base Indenture and waived and released
any such liability on the part of the owners of the Company’s Capital Stock, the General Partner and its directors, officers, and members. The waiver and release are part of the consideration for issuance of the Notes. 

Notwithstanding the foregoing, nothing in the preceding paragraph shall be construed to modify or supersede any obligation of the General
Partner to restore any negative balance in its capital account (maintained by the Company pursuant to the Limited Partnership Agreement) upon liquidation of its interest in the Company. 

11. CUSIP NUMBERS 
 Pursuant to a
recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company will cause CUSIP numbers to be printed on the Notes as a convenience to the Holders of Notes. 

  
 A-6 








 12. GOVERNING LAW 

This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state. 
 13. AMENDMENT, SUPPLEMENT AND WAIVER 

Subject to certain exceptions, the Indenture or the Notes may be supplemented by an indenture or indentures supplemental to the Indenture with
the consent of the Holders of not less than a majority in aggregate principal amount of the Notes affected by such supplemental indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)
and any existing default or Event of Default with respect to the Notes may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, except a continuing default in the payment of
the principal of, or any premium or interest on the Notes, or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note. Without the consent of any Holder of
Notes, the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures as provided in the Indenture, subject to the exceptions set forth therein. 

[Remainder of page intentionally left blank] 

  
 A-7 








 SCHEDULE A 

[SCHEDULE OF ADJUSTMENTS]4 

 

									
	 Date Adjustment Made
	  	 Principal

Amount

Increase
	  	 Principal

Amount

Decrease
	  	 Principal

Amount
 Following

Adjustment
	  	 Notification

Made on Behalf
 of the
Trustee

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  


  
  

	4 	Insert in Global Notes only 


  
 A-8 








 EXHIBIT B 

[Face of the Note] 
 CUSIP:
96950FAN4 
 ISIN: US96950FAN42 

5.400% Senior Note due 2044 
  

			
	No.        	  	$                    

 WILLIAMS PARTNERS L.P. 

promises to pay to [CEDE & Co.]5 or registered assigns, 

the principal sum of
                                         
           DOLLARS [or such greater or lesser amount as is indicated on the Schedule of Adjustments attached hereto]6 on March 4, 2044.

 Interest Payment Dates: March 4 and September 4 

Regular Record Dates: February 17 and August 20 (whether or not a Business Day) 

Dated:
                             

 

			
	WILLIAMS PARTNERS L.P.
	
	By: Williams Partners GP LLC, its General Partner
		
	By:	 	  

		 	Name:
		 	Title:


 This is one of the Notes referred to 

in the within-mentioned Indenture: 
  

			
	 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,

as Trustee

		
	By:	 	 
		 	Authorized Signatory

  

	5 	Insert in Global Notes only 


	6 	Insert in Global Notes only 


  
 B-1 








 [THIS DEBT SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS
REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS DEBT SECURITY MAY NOT BE TRANSFERRED TO, OR REGISTERED OR EXCHANGED FOR SECURITIES REGISTERED IN THE NAME OF, ANY PERSON OTHER THAN THE DEPOSITARY OR A NOMINEE THEREOF AND NO SUCH
TRANSFER MAY BE REGISTERED, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. EVERY DEBT SECURITY AUTHENTICATED AND DELIVERED UPON REGISTRATION OF TRANSFER OF, OR IN EXCHANGE FOR OR IN LIEU OF, THIS DEBT SECURITY SHALL BE A GLOBAL
SECURITY SUBJECT TO THE FOREGOING, EXCEPT IN SUCH LIMITED CIRCUMSTANCES. 
 UNLESS THIS GLOBAL SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO WILLIAMS PARTNERS L.P. OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNED HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]7 

 

	7 	Insert in Global Notes only. 


  
 B-2 








 [Reverse of the Note] 

WILLIAMS PARTNERS L.P. 
 5.400%
Senior Note due 2044 
 1. GENERAL 

This Note is one of a duly authorized issue of Securities of the Company (the “Securities”), issued and issuable in one or
more series under an Indenture, dated as of November 9, 2010, (the “Base Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee,” which term includes any
successor trustee under the Base Indenture), to which Base Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitation of rights, duties and immunities thereunder of the Company,
the Trustee and the Holders of the Securities issued thereunder and of the terms upon which said Securities are, and are to be, authenticated and delivered. This Note is one of the series designated on the face hereof as 5.400% Senior Notes due 2044
(the “Notes”) which was issued under the Fifth Supplemental Indenture to the Base Indenture dated as of March 4, 2014 (the “Supplemental Indenture”, together with the Base Indenture, the
“Indenture”) and which is initially limited to $500,000,000 in principal amount. Capitalized terms used herein for which no definition is provided herein shall have the meanings set forth in the Indenture. 

The Company promises to pay interest on the principal amount of this Note at the rate of 5.400% per annum from [Insert for Initial Notes –
“March 4, 2014”] until the Stated Maturity, unless earlier repurchased, redeemed or otherwise cancelled. The Company will pay interest semiannually on March 4 and September 4 of each year (each an “Interest Payment
Date”). Interest on the Notes will accrue from the most recent Interest Payment Date on which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from [Insert for Initial Notes –
“March 4, 2014”]; provided that if there is no existing default in the payment of interest, and if this Note is authenticated between a regular record date set forth on the face hereof (each a “Regular Record Date”)
and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be [Insert for Initial Notes –
“September 4, 2014”] and interest accrued from [Insert for Initial Notes – “March 4, 2014”] shall be payable on such date. The interest so payable, and punctually paid or duly provided for, on any Interest Payment
Date will, as provided in the Indenture, be paid to the Person in whose name this Note is registered at the close of business on the Regular Record Date next preceding such Interest Payment Date. Except as otherwise provided in the Indenture, any
such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note is registered at the close of business on a Special
Record Date for the payment of such defaulted interest to be fixed by the Trustee, notice whereof shall be given to the Holders of the Notes not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange, if any, on which the Notes shall be listed, and upon such notice as may be required by any such exchange, all as more fully provided in the Indenture. Payments of interest on the
Notes will include interest accrued to but excluding the respective Interest Payment Dates. 

  
 B-3 








 Further, the Company shall pay interest on overdue principal and premium, if any, from time to
time on demand at a rate of 5.400% per annum; it shall pay interest on overdue installments of interest (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be
computed on the basis of a 360-day year of twelve 30-day months. 
 If an Interest Payment Date, the Stated Maturity or a Redemption Date
falls on a day that is not a Business Day, payment of principal, premium, if any, and interest due on that date shall be made on the next following day that is a Business Day and no interest shall accrue for the period from and after the Interest
Payment Date, Stated Maturity or such Redemption Date, as the case may be, on the payment so deferred. 
 2. OPTIONAL REDEMPTION 

The Notes are subject to redemption upon not less than 30 or more than 60 days’ notice to the Holders of the Notes to be redeemed as
provided in the Indenture, at any time or from time to time prior to September 4, 2043, as a whole or in part, at the election of the Company, at a Redemption Price equal to the greater of: (i) 100% of the principal amount of the Notes
being redeemed, plus accrued and unpaid interest to the Redemption Date and (ii) as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal of and interest on the Notes to be redeemed
(not including any portion of payments of interest accrued as of the Redemption Date) discounted to the Redemption Date on a semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate, plus 30 basis
points plus accrued and unpaid interest to the Redemption Date. 
 In addition, the Notes are subject to redemption upon not less than 30 or
more than 60 days’ notice to the Holders of the Notes to be redeemed as provided in the Indenture, at any time or from time to time on or after September 4, 2043, as a whole or in part, at the election of the Company, at a Redemption Price
equal to 100% of the principal amount of the Notes being redeemed, plus accrued and unpaid interest to the Redemption Date 
 If less than
all the Notes are to be redeemed, selection of Notes for redemption will be made [Insert for Global Notes – by the Depositary by lot or other means in accordance with the Depositary’s procedures] [Insert for a Definitive
Security—by the Trustee in such manner as it shall deem appropriate and fair]. Unless the Company defaults in payment of such Redemption Price, from and after the Redemption Date, the Notes or portions thereof called for redemption will
cease to bear interest, and the Holders thereof will have no right in respect of such Notes except the right to receive the Redemption Price thereof. 

3. DEFEASANCE 
 The Indenture
contains provisions for defeasance of (a) the entire indebtedness of this Note and (b) certain restrictive covenants upon compliance by the Company with certain conditions set forth therein. 

  
 B-4 








 4. DEFAULTS AND REMEDIES 

If an Event of Default with respect to the Notes shall occur and be continuing, the principal of the Notes may be declared due and payable, or
in the circumstances described in the Indenture, shall automatically become due and payable, in the manner and with the effect provided in the Indenture. At any time after such declaration of acceleration or automatic acceleration with respect to
the Notes has been made or has occurred, but before a judgment or decree for payment of money has been obtained by the Trustee as provided in the Indenture, if all Events of Default with respect to the Notes have been cured or waived (other than the
non-payment of principal of the Notes which has become due solely by reason of such declaration of acceleration or automatic acceleration) and certain other conditions have been complied with, then and in every such case, the Holders of a majority
in aggregate principal amount of the Outstanding Notes may, by written notice to the Company and to the Trustee, rescind and annul such declaration or automatic acceleration and its consequences on behalf of all of the Holders of Notes, but no such
rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon. 
 As provided in and
subject to the provisions of the Indenture, the Holder of this Note shall not have the right to institute any proceeding, judicial or otherwise, with respect to the Indenture, or for the appointment of a receiver or trustee or for any other remedy
thereunder, unless (a) such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Notes, (b) (i) in the case of an Event of Default specified in clause (1), (2), (5) or
(6) of Section 501 of the Indenture, Holders of not less than 25%, or (ii) in the case of an Event of Default specified in clause (3) or (4) of Section 501 of the Indenture, Holders of not less than a majority, in
aggregate principal amount of the Outstanding Notes shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder, (c) such Holders shall have offered the
Trustee indemnity satisfactory to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request, (d) for 60 days after its receipt of such notice, the Trustee shall not have received from the Holders of
a majority in principal amount of the Notes at the time Outstanding under the Indenture a direction inconsistent with such request, and (e) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity shall have
failed to institute any such proceeding. The foregoing shall not apply to certain suits described in the Indenture, including any suit instituted by the Holder of this Note for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed or provided for herein. 
 5. NONIMPAIRMENT 

No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of (and premium, if any) and interest, if any, on this Note at the times, place and rate, and in the coin or currency, herein prescribed. 

6. DENOMINATIONS; TRANSFER AND EXCHANGE 

The Notes are in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, 

  
 B-5 








 
among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The
Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. 

7. SUCCESSOR OBLIGORS 
 When a
successor assumes all the obligations of its predecessor under the Notes and the Indenture in accordance with the terms of the Indenture, the predecessor will be released from those obligations, except in the case of a lease. 

8. TRUSTEE DEALINGS WITH THE COMPANY 

The Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Company, its Subsidiaries or their respective Affiliates as if it were not the Trustee. 
 9. AUTHENTICATION 

This Note will not be valid until authenticated by the manual signature of the Trustee or an Authenticating Agent. 

10. NO RECOURSE AGAINST OTHERS 

The owners of the Company’s Capital Stock, the General Partner and its directors, officers, and members will not be liable for the
Company’s obligations under the Note, the Indenture or for any claim based on, or in respect of, such obligations. By accepting a Note, each Holder of that Note will have agreed to Section 117 of the Base Indenture and waived and released
any such liability on the part of the owners of the Company’s Capital Stock, the General Partner and its directors, officers, and members. The waiver and release are part of the consideration for issuance of the Notes. 

Notwithstanding the foregoing, nothing in the preceding paragraph shall be construed to modify or supersede any obligation of the General
Partner to restore any negative balance in its capital account (maintained by the Company pursuant to the Limited Partnership Agreement) upon liquidation of its interest in the Company. 

11. CUSIP NUMBERS 
 Pursuant to a
recommendation promulgated by the Committee on Uniform Note Identification Procedures, the Company will cause CUSIP numbers to be printed on the Notes as a convenience to the Holders of Notes. 

  
 B-6 








 12. GOVERNING LAW 

This Note shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements made or instruments
entered into and, in each case, performed in said state. 
 13. AMENDMENT, SUPPLEMENT AND WAIVER 

Subject to certain exceptions, the Indenture or the Notes may be supplemented by an indenture or indentures supplemental to the Indenture with
the consent of the Holders of not less than a majority in aggregate principal amount of the Notes affected by such supplemental indenture (including consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes)
and any existing default or Event of Default with respect to the Notes may be waived with the consent of the Holders of not less than a majority in aggregate principal amount of the Outstanding Notes, except a continuing default in the payment of
the principal of, or any premium or interest on the Notes, or in respect of a covenant or provision of the Indenture which cannot be modified or amended without the consent of the Holder of each Outstanding Note. Without the consent of any Holder of
Notes, the Company and the Trustee, at any time and from time to time, may enter into one or more supplemental indentures as provided in the Indenture, subject to the exceptions set forth therein. 

[Remainder of page intentionally left blank] 

  
 B-7 








 SCHEDULE A 

[SCHEDULE OF ADJUSTMENTS]8 

 

									
	 Date Adjustment Made
	  	 Principal

Amount

Increase
	  	 Principal

Amount

Decrease
	  	 Principal

Amount
 Following

Adjustment
	  	 Notification

Made on Behalf
 of the
Trustee

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	
	  
	  	  
	  	  
	  	  
	  	  

		  		  		  		  	

  

	8 	Insert in Global Notes only 


  
 B-8