EX-4.1



 Exhibit 4.1 

Execution Version 
  

 
 WILLIAMS
PARTNERS L.P. 
 And 

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

Trustee 
  

 
 EIGHTH
SUPPLEMENTAL INDENTURE 
 Dated as of March 3, 2015 

To 
 INDENTURE 

Dated as of November 9, 2010 
  

 
 $1,250,000,000
3.60% Senior Notes due 2022 
 $750,000,000 4.00% Senior Notes due 2025 

$1,000,000,000 5.10% Senior Notes due 2045 
  

 
  







 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
	  	 	11	  
			
	 Section 501
	 	 Limitation on Liens.
	  	 	11	  
		
	 ARTICLE SIX REDEMPTION OF NOTES
	  	 	11	  
			
	 Section 601
	 	 Optional Redemption.
	  	 	11	  

  

			
	EXHIBIT A	  	FORM OF 2022 NOTE
	EXHIBIT B	  	FORM OF 2025 NOTE
	EXHIBIT C	  	FORM OF 2045 NOTE


  
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 This EIGHTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of
March 3, 2015, 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 (as successor to Williams Partners L.P.
pursuant to the seventh supplemental indenture, dated as of February 2, 2015, between the Company and the Trustee) 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 3.60% Senior
Notes due 2022 (the “2022 Notes”), 4.00% Senior Notes due 2025 (the “2025 Notes”) and 5.10% Senior Notes due 2045 (the “2045 Notes” and, together with the 2022 Notes and 2025 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. 
 “2022
Notes” means the Company’s 3.60% Senior Notes due 2022. 
 “2025 Notes” means the Company’s 4.00% Senior
Notes due 2025. 
 “2045 Notes” means the Company’s 5.10% Senior Notes due 2045. 

“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. 

  
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 “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. 

“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, Exhibit B hereto, or Exhibit C 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. 

  
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 “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. 

“Initial Notes” means the first $1,250,000,000 aggregate principal amount of the 2022 Notes, $750,000,000 aggregate principal
amount of the 2025 Notes or $1,000,000,000 aggregate principal amount of the 2045 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. 

“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)

  
 4 








 
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 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; 

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

(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; 

  
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 (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; 
 (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) Barclays Capital Inc., Merrill Lynch, Pierce, Fenner & Smith
Incorporated, and Wells Fargo Securities, 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 15, 2022 for the 2022 Notes, September 15, 2025 for the 2025 Notes and September 15, 2045 for the 2045 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 three new series of Securities to
be issued under the Base Indenture, to be designated as the Company’s 3.60% Senior Notes due 2022, 4.00% Senior Notes due 2025 and 5.10% Senior Notes due 2045. 

There are to be authenticated and delivered $1,250,000,000 principal amount of the 2022 Notes, $750,000,000 principal amount of the 2025 Notes
and $1,000,000,000 principal amount of the 2045 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, Exhibit B hereto, or Exhibit C 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 FOUR 
 EVENTS 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;” 

  
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 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): 

 

	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:		WPZ GP LLC, its General Partner
		
	By:		 /s/ Peter S. Burgess

	Name:		Peter S. Burgess
	Title:		Treasurer
	
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee
		
	By:		 /s/ Jonathan Glover

	Name:		Jonathan Glover
	Title:		Vice President









 EXHIBIT A 

[Face of the Note] 
  

CUSIP: 96949LAA3 
 ISIN: US96949LAA35

 3.60% Senior Note due 2022 
  

			
	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 15, 2022. 

Interest Payment Dates: March 15 and September 15 

Regular Record Dates: March 1 or September 1 (whether or not a Business Day) 

Dated:                      

 

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

			Name:		Peter S. Burgess
			Title:		Treasurer


  

			
	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. 
 3.60%
Senior Note due 2022 
  

	 	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 3.60% Senior Notes due 2022 (the “Notes”) which was issued under the Eighth Supplemental Indenture to the Base Indenture dated as of March 3, 2015 (the “Supplemental Indenture”,
together with the Base Indenture, the “Indenture”) and which is initially limited to $1,250,000,000 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 3.60% per annum from
[Insert for Initial Notes – “March 3, 2015”] until the Stated Maturity, unless earlier repurchased, redeemed or otherwise cancelled. The Company will pay interest semiannually on March 15 and September 15 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 3, 2015”]; 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 15, 2015”] and interest accrued from [Insert for Initial Notes – “March 3, 2015”] 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 3.60% 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 January 15, 2022, 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 January 15, 2022, 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: 96949LAB1 
 ISIN: US96949LAB18

 4.00% Senior Note due 2025 
  

			
	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 September 15, 2025. 

Interest Payment Dates: March 15 and September 15 

Regular Record Dates: March 1 or September 1 (whether or not a Business Day) 

Dated:                      

 

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

			Name:		Peter S. Burgess
			Title:		Treasurer


  

			
	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. 
 4.00%
Senior Note due 2025 
  

	 	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 4.00% Senior Notes due 2025 (the “Notes”) which was issued under the Eighth Supplemental Indenture to the Base Indenture dated as of March 3, 2015 (the “Supplemental Indenture”,
together with the Base Indenture, the “Indenture”) and which is initially limited to $750,000,000 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 4.00% per annum from [Insert
for Initial Notes – “March 3, 2015”] until the Stated Maturity, unless earlier repurchased, redeemed or otherwise cancelled. The Company will pay interest semiannually on March 15 and September 15 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 3, 2015”]; 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 15, 2015”] and interest accrued from [Insert for Initial Notes – “March 3, 2015”] 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 4.00% 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 June 15, 2025, 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 June 15, 2025, 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 








 EXHIBIT C 

[Face of the Note] 
  

CUSIP: 96949LAC9 
 ISIN: US96949LAC90

 5.10% Senior Note due 2045 
  

			
	No.     		$        

 WILLIAMS PARTNERS L.P. 

promises to pay to [CEDE & Co.]9 or registered
assigns,                                        

 the principal sum of
                                        DOLLARS
[or such greater or lesser amount as is indicated on the Schedule of Adjustments attached hereto]10 on September 15, 2045. 

Interest Payment Dates: March 15 and September 15 

Regular Record Dates: March 1 or September 1 (whether or not a Business Day) 

Dated:                      

 

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

			Name:		Peter S. Burgess
			Title:		Treasurer


  

			
	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

  
  

 

	9 	Insert in Global Notes only 


	10 	Insert in Global Notes only 


  
 C-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.]11 

 

	11 	Insert in Global Notes only. 








 [Reverse of the Note] 

WILLIAMS PARTNERS L.P. 
 5.10%
Senior Note due 2045 
  

	 	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 5.10% Senior Notes due 2045 (the “Notes”) which was issued under the Eighth Supplemental Indenture to the Base Indenture dated as of March 3, 2015 (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 5.10% per annum from
[Insert for Initial Notes – “March 3, 2015”] until the Stated Maturity, unless earlier repurchased, redeemed or otherwise cancelled. The Company will pay interest semiannually on March 15 and September 15 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 3, 2015”]; 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 15, 2015”] and interest accrued from [Insert for Initial Notes – “March 3, 2015”] 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. 







 Further, the Company shall pay interest on overdue principal and premium, if any, from time to
time on demand at a rate of 5.10% 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 March 15, 2045, 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 40 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 March 15, 2045, 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. 








	 	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,








 
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. 








	 	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] 







 SCHEDULE A 

[SCHEDULE OF ADJUSTMENTS] 12 

 

											
	 Date Adjustment Made
	  	Principal
Amount
Increase	  	Principal
Amount
Decrease	  	Principal
Amount
Following
Adjustment	  	Notification
Made on Behalf
of the Trustee	 
		  		  		  		  	 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 
									 	     	  
		  	  
	  	  
	  	  
	  	  
	  
	 

  

	12 	Insert in Global Notes only