REGISTRATION RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS AGREEMENT (the Agreement) is made and entered into as of May 8, 2020, among Transcontinental Gas Pipe Line Company, LLC (the Company), a limited liability company duly formed and validly existing under the laws of the State of Delaware, and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. and Morgan Stanley & Co. LLC, acting on behalf of themselves and the several initial purchasers listed on Schedule I hereto (the Initial Purchasers).
This Agreement is made pursuant to the Purchase Agreement dated as of May 6, 2020, among the Company, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc. and Morgan Stanley & Co. LLC, as representatives of the Initial Purchasers (the Purchase Agreement), which provides for the sale by the Company to the Initial Purchasers of $700,000,000 aggregate principal amount of its 3.250% Senior Notes due 2030 (the 2030 Securities) and $700,000,000 aggregate principal amount of its 3.950% Senior Notes due 2050 (the 2050 Securities, and, together with the 2030 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).
In order to induce the Initial Purchasers to enter into the Purchase Agreement, the Company has agreed to provide to each Initial Purchaser and its direct and indirect transferees the registration rights with respect to the Securities set forth in this Agreement. The execution of this Agreement is a condition to the closing under the Purchase Agreement.
In consideration of the foregoing, the parties hereto agree as follows:
As used in this Agreement, the following capitalized defined terms have the following meanings:
1933 Act shall mean the Securities Act of 1933, as amended from time to time.
1934 Act shall mean the Securities Exchange Act of 1934, as amended from time to time.
Additional Interest shall have the meaning set forth in Section 2(e).
Agreement shall have the meaning set forth in the preamble.
Business Day shall have the meaning set forth in Rule 13e-4(a)(3) under the 1934 Act.
Closing Date shall mean the Closing Date as defined in the Purchase Agreement.
Commission shall mean the Securities and Exchange Commission.