This NINTH SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as
of January 5, 2024, between THE WILLIAMS COMPANIES, INC., a Delaware corporation (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 December 18, 2012 (the Base Indenture and, as supplemented by this Supplemental Indenture, the Indenture), between the Company and the Trustee, providing for the
issuance from time to time of one or more series of Securities.
The Company has duly authorized the execution and delivery of this
Supplemental Indenture to provide for the issuance of its 4.900% Senior Notes due 2029 and its 5.150% Senior Notes due 2034 (collectively, 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 add covenants to, remove covenants from and replace Events of Default in, the Base Indenture with respect to the Notes 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 I
DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
Section 1.01 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;