Williams Partners L.P. Sample Contracts

Williams Partners L.P. – Williams Partners L.P. Reconciliation of Non-GAAP Measures (UNAUDITED) 2017 2018 (Dollars in millions, except coverage ratios) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr Year Williams Partners L.P. Reconciliation of "Net Income (Loss)" to "Modified EBITDA", Non-GAAP "Adjusted EBITDA" and "Distributable cash flow" Net income (loss) $ 660 $ 348 $ 284 $ (317 ) $ 975 $ 384 $ 449 $ 833 Provision (benefit) for income taxes 3 1 (1 ) 3 6 — — — Interest expense 214 205 202 201 822 209 211 420 Equity (earnings) losses (107 ) (125 ) (115 ) (87 ) (434 ) (82 ) (92 ) (174 ) Other investing (income (August 1st, 2018)
Williams Partners L.P. – Summary Financial Information 2Q YTD Amounts in millions, except per-unit amounts. Per unit amounts are reported on a diluted basis. All amounts are attributable to Williams Partners L.P. 2018 2017 2018 2017 GAAP Measures Cash Flow from Operations $958 $913 $1,710 $1,765 Net income (loss) $426 $320 $786 $954 Net income (loss) per common unit $0.44 $0.33 $0.81 $1.00 Non-GAAP Measures (1) Adjusted EBITDA $1,097 $1,104 $2,219 $2,221 DCF attributable to partnership operations $705 $698 $1,489 $1,450 Cash distribution coverage ratio 1.17 x 1.22 x 1.25 x 1.27 x (1) Adjusted EBITDA, distributable cas (August 1st, 2018)

Transco Transportation Revenues Up $50 Million in 2Q 2018; Up $114 Million Year-to-Date or 16% - Driven by Big 5 Expansion Projects Placed In Service in 2017 as well as Mainline Service on Atlantic Sunrise in 2018

Williams Partners L.P. – SUPPORT AGREEMENT (May 17th, 2018)

THIS SUPPORT AGREEMENT, dated as of May 16, 2018 (this “Agreement”), is entered into by and between Williams Partners L.P., a Delaware limited partnership (“WPZ”), and Williams Gas Pipeline Company, LLC, a Delaware limited liability company (the “Unitholder”).

Williams Partners L.P. – AGREEMENT AND PLAN OF MERGER dated as of MAY 16, 2018 by and among THE WILLIAMS COMPANIES, INC., SCMS LLC, WILLIAMS PARTNERS L.P., and WPZ GP LLC (May 17th, 2018)

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 16, 2018 (the “Execution Date”), is entered into by and among The Williams Companies, Inc., a Delaware corporation (“Parent”), SCMS LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Merger Sub”), Williams Partners L.P., a Delaware limited partnership (“WPZ”), and WPZ GP LLC, a Delaware limited liability company and the general partner of WPZ (“WPZ General Partner”).

Williams Partners L.P. – Williams (NYSE: WMB) One Williams Center Tulsa, OK 74172 800-Williams www.williams.com DATE: May 17, 2018 MEDIA CONTACT: INVESTOR CONTACT: Keith Isbell Brett Krieg (May 17th, 2018)

TULSA, Okla. – Williams (NYSE: WMB) and Williams Partners L.P. (NYSE: WPZ) today announced an agreement under which Williams will acquire all of the outstanding public common units of Williams Partners in an all stock-for-unit transaction at a 1.494 ratio of Williams common shares per unit of Williams Partners. The transaction is valued at $10.5 billion; representing a premium to the public unitholders of 6.4 percent based on closing prices on May 16, 2018, or a premium of 13.6 percent to the unaffected closing prices on March 15, 2018, the day prior to Williams’ announcement described below.

Williams Partners L.P. – DEFINITIONS (May 3rd, 2018)

The following is a listing of certain abbreviations, acronyms and other industry terminology that may be used throughout this Annual Report.

Williams Partners L.P. – Summary Financial Information 1Q Amounts in millions, except per-unit amounts. Per unit amounts are reported on a diluted basis. All amounts are attributable to Williams Partners L.P. 2018 2017 GAAP Measures Cash Flow from Operations $752 $852 Net income (loss) $360 $634 Net income (loss) per common unit $0.37 $0.68 Non-GAAP Measures (1) Adjusted EBITDA $1,122 $1,117 DCF attributable to partnership operations $784 $752 Cash distribution coverage ratio 1.33 x 1.33 x (1) Adjusted EBITDA, distributable cash flow (DCF) and cash distribution coverage ratio are non-GAAP measures. Reconciliations to (May 2nd, 2018)

In 2018, Williams Partners Has Set One- and Three-Day Delivery Records on Transco and Established Three New Volume Records on Susquehanna Supply Hub

Williams Partners L.P. – Williams Partners L.P. Reconciliation of Non-GAAP Measures (UNAUDITED) 2017 2018 (Dollars in millions, except coverage ratios) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr Williams Partners L.P. Reconciliation of "Net Income (Loss)" to "Modified EBITDA", Non-GAAP "Adjusted EBITDA" and "Distributable cash flow" Net income (loss) $ 660 $ 348 $ 284 $ (317 ) $ 975 $ 384 Provision (benefit) for income taxes 3 1 (1 ) 3 6 — Interest expense 214 205 202 201 822 209 Equity (earnings) losses (107 ) (125 ) (115 ) (87 ) (434 ) (82 ) Other investing (income) loss - net (271 ) (2 ) (4 ) (4 ) (281 ) (4 ) Pro (May 2nd, 2018)
Williams Partners L.P. – REGISTRATION RIGHTS AGREEMENT dated as of March 15, 2018 among TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC and BARCLAYS CAPITAL INC. MIZUHO SECURITIES USA LLC WELLS FARGO SECURITIES, LLC on behalf of themselves and the Initial Purchasers listed on Schedule I hereto (March 15th, 2018)

This Agreement is made pursuant to the Purchase Agreement dated as of March 8, 2018, among the Company, Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC , as representatives of the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $400,000,000 aggregate principal amount of its 4.000% Senior Notes due 2028 (the “2028 Securities”) and $600,000,000 aggregate principal amount of its 4.600% Senior Notes due 2048 (the “2048 Securities,” and, together with the 2028 Securities, the “Securities”). The Securities are to be issued pursuant to the provisions of an Indenture dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “Indenture”) by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”).

Williams Partners L.P. – 4.000% Senior Notes due 2028 4.600% Senior Notes due 2048 TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee INDENTURE Dated as of March 15, 2018 (March 15th, 2018)

INDENTURE (the “Indenture”), dated as of March 15, 2018, between TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, a limited liability company existing under the laws of the State of Delaware (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, as trustee (the “Trustee”).

Williams Partners L.P. – WILLIAMS PARTNERS L.P. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of March 5, 2018 To INDENTURE Dated as of November 9, 2010 $800,000,000 4.850% Senior Notes due 2048 (March 5th, 2018)

This TENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 5, 2018, between WILLIAMS PARTNERS L.P., a Delaware limited partnership (the “Partnership”), 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”).

Williams Partners L.P. – WILLIAMS PARTNERS L.P. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee TENTH SUPPLEMENTAL INDENTURE Dated as of March 5, 2018 To INDENTURE Dated as of November 9, 2010 $800,000,000 4.850% Senior Notes due 2048 (March 5th, 2018)

This TENTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 5, 2018, between WILLIAMS PARTNERS L.P., a Delaware limited partnership (the “Partnership”), 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”).

Williams Partners L.P. – WILLIAMS PARTNERS L.P. $800,000,000 4.850% Senior Notes Due 2048 Underwriting Agreement (March 5th, 2018)
Williams Partners L.P. – Williams Partners L.P. Reconciliation of Non-GAAP Measures (UNAUDITED) 2016 2017 (Dollars in millions, except coverage ratios) 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Year Williams Partners L.P. Reconciliation of "Net Income (Loss)" to "Modified EBITDA", Non-GAAP "Adjusted EBITDA" and "Distributable cash flow" Net income (loss) $ 79 $ (77 ) $ 351 $ 166 $ 519 $ 660 $ 348 $ 284 $ (317 ) $ 975 Provision (benefit) for income taxes 1 (80 ) (6 ) 5 (80 ) 3 1 (1 ) 3 6 Interest expense 229 231 229 227 916 214 205 202 201 822 Equity (earnings) losses (97 ) (101 ) (104 ) (95 (February 14th, 2018)
Williams Partners L.P. – Summary Financial Information 4Q Full Year Amounts in millions, except per-unit amounts. Per unit amounts are reported on a diluted basis. All amounts are attributable to Williams Partners L.P. 2017 2016 2017 2016 GAAP Measures Cash Flow from Operations (1) $737 $1,597 $2,840 $3,948 Net income (loss) ($342 ) $145 $871 $431 Net income (loss) per common unit ($0.35 ) $0.24 $0.90 ($0.17 ) Non-GAAP Measures (2) Adjusted EBITDA $1,150 $1,113 $4,472 $4,427 DCF attributable to partnership operations $702 $699 $2,821 $2,970 Cash distribution coverage ratio 1.22 x 0.92 x 1.23 x 1.01 x (1) Cash Flow fro (February 14th, 2018)

Increased 4Q & Full-Year 2017 Adjusted EBITDA to $1.150 Billion and $4.472 Billion Respectively, Despite over $3 Billion in Asset Sales Since September 2016

Williams Partners L.P. – SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P. (February 1st, 2018)

THIS SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF WILLIAMS PARTNERS L.P., dated as of February 1, 2018, is entered into by and among WPZ GP, LLC, a Delaware limited liability company, as the General Partner, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein.

Williams Partners L.P. – Summary Financial Information 3Q YTD Amounts in millions, except per-unit amounts. Per unit amounts are reported on a diluted basis. All amounts are attributable to Williams Partners L.P. 2017 2016 2017 2016 GAAP Measures Cash Flow from Operations $596 $685 $2,103 $2,351 Net income (loss) $259 $326 $1,213 $286 Net income (loss) per common unit $0.27 $0.42 $1.26 ($0.32 ) Non-GAAP Measures (1) Adjusted EBITDA $1,101 $1,189 $3,322 $3,314 DCF attributable to partnership operations $669 $795 $2,119 $2,271 Cash distribution coverage ratio 1.17 x 1.08 x 1.24 x 1.04 x (1) Adjusted EBITDA, distributabl (November 1st, 2017)

Placed 4 Transco Expansions (Gulf Trace, Hillabee Phase 1, Dalton Expansion, and New York Bay Expansion) Into Service to Date in 2017; Design Capacity Up 25%

Williams Partners L.P. – News Release Williams (NYSE: WMB) One Williams Center Tulsa, OK 74172 800-Williams www.williams.com (August 28th, 2017)

TULSA, Okla. – The Williams Companies, Inc. (NYSE: WMB) (“Williams”) today announced that John D. Chandler has been appointed senior vice president and chief financial officer, effective Sept. 5, 2017. Mr. Chandler will replace Don Chappel, who announced his planned retirement from Williams earlier this year.

Williams Partners L.P. – MEDIA CONTACT: INVESTOR CONTACT: Keith Isbell (918) 573-7308 Brett Krieg (918) 573-4614 (August 2nd, 2017)

•   On July 6, 2017, Completed Sale of Its Interests in Geismar Plant for $2.1 Billion in Cash; Entered into Long-Term Supply and Transportation Agreements with Plant Buyer

Williams Partners L.P. – Williams Partners Completes Sale of Interests in the Geismar Olefins Facility to NOVA Chemicals for $2.1 Billion; Enters into Long-Term Feedstock Supply and Transportation Agreements with NOVA Chemicals (July 7th, 2017)

TULSA, Okla. – Williams Partners L.P. (NYSE: WPZ) announced today that it has completed the sale of all of its membership interest in Williams Olefins L.L.C., which owns an 88.46 percent undivided ownership interest in the Geismar, Louisiana, olefins plant and associated complex, to NOVA Chemicals for $2.1 billion in cash, subject to a working capital adjustment.

Williams Partners L.P. – WILLIAMS PARTNERS L.P. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of June 5, 2017 To INDENTURE Dated as of November 9, 2010 $1,450,000,000 3.750% Senior Notes due 2027 (June 5th, 2017)

This NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 5, 2017, between WILLIAMS PARTNERS L.P., a Delaware limited partnership (the “Partnership”), 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”).

Williams Partners L.P. – News Release Williams Partners L.P. (NYSE: WPZ) One Williams Center Tulsa, OK 74172 800-600-3782 (June 5th, 2017)

TULSA, Okla. – Williams Partners L.P. (NYSE: WPZ) today announced that it has priced a public offering of $1.45 billion of its 3.75 percent Senior Notes due 2027 at a price of 99.949 percent of par. The expected settlement date for the offering is June 5, 2017, subject to customary closing conditions.

Williams Partners L.P. – Williams Partners L.P. (NYSE: WPZ) One Williams Center Tulsa, OK 74172 News Release 800-600-3782 (June 5th, 2017)

TULSA, Okla. – Williams Partners L.P. (NYSE: WPZ) today announced that it has completed a public offering of $1.45 billion of its 3.750% senior notes due 2027.

Williams Partners L.P. – WILLIAMS PARTNERS L.P. $1,450,000,000 3.750% Senior Notes Due 2027 Underwriting Agreement (June 5th, 2017)
Williams Partners L.P. – WILLIAMS PARTNERS L.P. And THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. Trustee NINTH SUPPLEMENTAL INDENTURE Dated as of June 5, 2017 To INDENTURE Dated as of November 9, 2010 $1,450,000,000 3.750% Senior Notes due 2027 (June 5th, 2017)

This NINTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 5, 2017, between WILLIAMS PARTNERS L.P., a Delaware limited partnership (the “Partnership”), 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”).

Williams Partners L.P. – DEFINITIONS (May 25th, 2017)

The following is a listing of certain abbreviations, acronyms and other industry terminology used throughout this Annual Report.

Williams Partners L.P. – MEDIA CONTACT: INVESTOR CONTACTS: Keith Isbell (918) 573-7308 John Porter (918) 573-0797 Brett Krieg (918) 573-4614 (May 4th, 2017)

•   Announced Agreement to Sell Its Interests in Geismar Plant for $2.1 Billion and to Provide Feedstock to Plant Buyer via Long-Term Supply and Transportation Agreements

Williams Partners L.P. – News Release Williams Partners L.P. (NYSE: WPZ) One Williams Center Tulsa, OK 74172 800-600-3782 (April 18th, 2017)

•   Long-term fee-for-service agreements to supply and transport feedstock to the plant on Williams Partners’ Bayou Ethane pipeline system retain the partnership’s pipeline revenue which aligns with Williams’ strategy to grow fee-based revenues

Williams Partners L.P. – MEDIA CONTACT: INVESTOR CONTACTS: Keith Isbell (918) 573-7308 John Porter (918) 573-0797 Brett Krieg (918) 573-4614 (February 15th, 2017)

•   Financial Repositioning Strengthens Distribution Coverage, Enhances Credit Profile, Improves Cost of Capital, Removes Need to Access Public Equity Markets, Boosts Growth Outlook

Williams Partners L.P. – INTEREST SWAP AND PURCHASE AGREEMENT BY AND AMONG WESTERN GAS PARTNERS, LP, WGR OPERATING, LP, DELAWARE BASIN JV GATHERING LLC, WILLIAMS PARTNERS L.P., WILLIAMS MIDSTREAM GAS SERVICES LLC, AND APPALACHIA MIDSTREAM SERVICES, L.L.C. EXECUTED ON FEBRUARY 9, 2017 (February 10th, 2017)

This Interest Swap and Purchase Agreement (this “Agreement”), dated February 9, 2017 (the “Execution Date”), is by and among Western Gas Partners, LP, a Delaware limited partnership (“WES”), WGR Operating, LP, a Delaware limited partnership (“WGR”), Delaware Basin JV Gathering LLC, a Delaware limited liability company (“DBJV”), Williams Partners L.P., a Delaware limited partnership (“WPZ”), Williams Midstream Gas Services LLC, an Oklahoma limited liability company (“WMGS”), and Appalachia Midstream Services, L.L.C., an Oklahoma limited liability company (“AMS”). WPZ, WMGS and AMS are sometimes individually referred to herein as a “Williams Party” and collectively as the “Williams Parties.” WES, WGR and DBJV are sometimes individually referred to herein as a “WES Party” and collectively as the “WES Parties.” The Williams Parties and the WES Parties are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Williams Partners L.P. – Williams Partners Agrees to Acquire Additional Interests in Two Marcellus Shale Gathering Systems and Sell Ownership Stake in Delaware Basin Joint Venture and Ranch Westex Assets (February 10th, 2017)

TULSA, Okla. – Williams Partners L.P. (NYSE: WPZ) today announced that it has entered into an agreement with Western Gas Partners, LP (NYSE: WES) (“Western Gas”), and certain of its affiliates pursuant to which Williams Partners will increase its ownership stake in two Marcellus Shale natural gas gathering systems already operated by Williams Partners. In exchange, Western Gas and its affiliates will receive Williams Partners’ 50 percent ownership stake in Delaware Basin JV Gathering LLC (“DBJV”) that is operated by Western Gas. Under the terms of the transaction, Williams Partners will receive Western Gas’ 33.75 percent ownership stake in both the Rome and Liberty natural gas gathering systems in northern Pennsylvania, and a cash payment of $155 million.

Williams Partners L.P. – WILLIAMS PARTNERS L.P. Common Unit Purchase Agreement (January 10th, 2017)

This is to confirm the agreement among the Partnership, WMB and the Investor concerning the purchase of the Investor Units from the Partnership by the Investor. Capitalized terms used but not defined herein will have the meanings given to them in the Partnership’s First Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2010, as amended (the “Partnership Agreement”).

Williams Partners L.P. – Amendment No. 8 to First Amended and Restated Agreement of Limited Partnership of Williams Partners L.P. (January 10th, 2017)

This Amendment No. 8, dated January 9, 2017 (this “Amendment”), to the First Amended and Restated Agreement of Limited Partnership, dated as of August 3, 2010, as amended (the “Partnership Agreement”), of Williams Partners L.P., a Delaware limited partnership (the “Partnership”), is entered into and effectuated by WPZ GP LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”), pursuant to authority granted to it in Article XIII of the Partnership Agreement. Unless otherwise indicated, capitalized terms used but not defined herein are used as defined in the Partnership Agreement.

Williams Partners L.P. – WILLIAMS PARTNERS L.P. 289,277,117 Common Units Representing Limited Partner Interests Common Unit Issuance Agreement (January 10th, 2017)

This is to confirm the agreement between the Partnership and the General Partner concerning the WPZ Interest Restructuring. Capitalized terms used but not defined herein will have the meanings given to them in the Partnership Agreement.

Williams Partners L.P. – WILLIAMS AND WILLIAMS PARTNERS ANNOUNCE FINANCIAL REPOSITIONING FOR LONG-TERM, SUSTAINABLE GROWTH (January 9th, 2017)

•   Plan to Simplify Structure, Strengthen WPZ Distribution Coverage, Enhance Credit Profile, Improve WPZ Cost of Capital, Remove WPZ Need to Access Public Equity Markets and Optimize Asset Portfolio