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Exhibit 10(d)
FORM OF
AMENDMENT, WAIVER AND CONSENT
AMENDMENT, WAIVER AND CONSENT dated as of January 31, 2001 (this
"Agreement") by the undersigned persons (the "Parties").
PRELIMINARY STATEMENTS
A. The Parties are parties to certain Operative Documents referred to
in the Amended and Restated Participation Agreement dated as of September 2,
1998 (the "Participation Agreement") among Williams Communications, LLC,
formerly Williams Communications, Inc. ("WCLLC"), State Street Bank and Trust
Company of Connecticut, National Association, not in its individual capacity
except as expressly set forth therein, but solely as Trustee (the "Trustee"),
the persons named therein as note purchasers and their permitted successors and
assigns (the "Note Holders"), the persons named therein as certificate
purchasers and their permitted successors and assigns (the "Certificate
Holders"), the persons named therein as APA Purchasers and their permitted
successors and assigns (the "APA Purchasers"), State Street Bank and Trust
Company ("State Street") not in its individual capacity but solely as collateral
agent (the "Collateral Agent"), and Citibank, N.A., in its capacity as agent for
the Note Holders and the Certificate Holders (the "Agent").
B. The Williams Companies, Inc. (the "Guarantor"), the Trustee, the
Collateral Agent, the Agent and Citibank, N.A., as agent for the APA Purchasers,
are parties to the Second Amended and Restated Guaranty Agreement, dated as of
August 17, 2000 (the "Guaranty").
C. WCLLC and the Guarantor have requested certain waivers and
amendments to the Guaranty, the Participation Agreement and Appendix A to the
Participation Agreement.
D. The Parties, other than WCLLC and the Guarantor, are willing to
consent to such waivers and amendments, subject to the terms and conditions set
forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Parties agree as follows:
ARTICLE I
DEFINITIONS
1.1 Defined Terms. As used in this Agreement, (i) terms defined in the
first paragraph, preliminary statements or other sections of this Agreement
shall have the meanings set forth therein, and (ii) capitalized terms used in
this Agreement and not otherwise defined herein shall have the meanings set
forth in Appendix A to the Participation Agreement and the other Operative
Documents referred to therein.
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ARTICLE II
AMENDMENTS AND WAIVERS
2.1 Amendment of Section 1.01. Section 1.01 of the Guaranty is hereby
amended as follows:
(a) The definition of "Consolidated Net Worth" in such Section
1.01 is hereby amended and restated to read in its entirety as follows:
"Consolidated Net Worth" of any Person means the Net
Worth of such Person and its Subsidiaries on a Consolidated
basis plus, in the case of the Guarantor, the Designated
Minority Interests to the extent not otherwise included;
provided that, in no event shall the value ascribed to
Designated Minority Interests for the Subsidiaries of the
Guarantor described in clauses (i) through (v) and (vii) of
the definition of 'Designated Minority Interests' exceed
$136,892,000 in the aggregate.
(b) The definition of "Debt" in such Section 1.01 is hereby
amended and restated to read in its entirety as follows:
"Debt" means, in the case of any Person, (i)
indebtedness of such Person for borrowed money, (ii)
obligations of such Person evidenced by bonds, debentures or
notes, (iii) obligations of such Person to pay the deferred
purchase price of property or services (other than trade
payables not overdue by more than 60 days incurred in the
ordinary course of business), (iv) monetary obligations of
such Person as lessee under leases that are, in accordance
with GAAP, recorded as capital leases, (v) obligations of such
Person under guaranties in respect of, and obligations
(contingent or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of,
indebtedness or obligations of others of the kinds referred to
in clauses (i) through (iv) of this definition and (vi)
indebtedness or obligations of others of the kinds referred to
in clauses (i) through (v) of this definition secured by any
Lien on or in respect of any property of such Person;
provided, however, that Debt shall not include (A) any
obligation under or resulting from any agreement referred to
in paragraph (y) of Schedule I or resulting from any sale and
leaseback referred to in paragraph (aa) of Schedule I, (B) any
contingent obligation of the Guarantor relating to
indebtedness incurred by any Williams SPV, WCG or a WCG
Subsidiary pursuant to the WCG Structured Financing or (C) any
monetary obligations or guaranties of monetary obligations of
Persons as lessee under leases that are, in accordance with
GAAP, recorded as operating leases.
(c) The definition of "Designated Minority Interests" in such
Section 1.01 is hereby amended and restated to read in its entirety as
follows:
"Designated Minority Interests" of the Guarantor
means, as of any date of determination, the total of the
minority interests in the following Subsidiaries of the
Guarantor: (i) El Furrial, (ii) PIGAP II, (iii) Nebraska
Energy, (iv) Seminole,
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(v) American Soda, (vi) the Midstream Asset MLP, and (vii)
other Subsidiaries, as presented in the Consolidating balance
sheet of the Guarantor, in an amount not to exceed in the
aggregate $9,000,000 for such other Subsidiaries not referred
to in items (i) through (vi); provided that minority interests
which provide for a stated preferred cumulative return shall
not be included in "Designated Minority Interests."
(d) The definition of "Material Subsidiary" in such Section
1.01 is hereby amended and restated to read in its entirety as follows:
"Material Subsidiary" means each "significant
subsidiary" of the Guarantor (or its Subsidiaries) as such
term is defined in Rule 405 under the Securities Act,
excluding the WCG Subsidiaries.
(e) The following definitions are added to Section 1.01 of the
Guaranty in the appropriate alphabetical order:
"Borrower" means any of the Guarantor, NWP, TGPL or
TGT and "Borrowers" means collectively the Guarantor, NWP,
TGPL and TGT.
"NWP" means Northwest Pipeline Corporation, a
Delaware corporation.
"Midstream Asset MLP" means one or more master
limited partnerships included in the Consolidated financial
statements of the Guarantor to which the Guarantor has
transferred or shall transfer certain assets relating to the
distribution, storage and transportation of petroleum products
and ammonia, including without limitation marine and inland
terminals and related pipeline systems, including, without
limitation, Williams Energy Partners L.P.
"Sale Lease-Back Transaction" of any Person means any
arrangement entered into by such Person or any Subsidiary of
such Person, directly or indirectly, whereby such Person or
any Subsidiary of such Person shall sell or transfer any
property, whether now owned or hereafter acquired, and whereby
such Person or any Subsidiary of such Person shall then or
thereafter rent or lease as lessee such property or any part
thereof or other property which such Person or any Subsidiary
of such Person intends to use for substantially the same
purpose or purposes as the property sold or transferred.
"TGPL" means Transcontinental Gas Pipe Line
Corporation, a Delaware corporation.
"TGT" means Texas Gas Transmission Corporation, a
Delaware corporation.
"WCG Structured Financing" means a certain series of
related transactions in anticipation of the spin-off of WCG
pursuant to which WCG or a WCG Subsidiary shall obtain loans
or equity contributions, either directly from investors in the
marketplace or through one or more special purpose vehicles
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(each, a "Williams SPV"), which Williams SPV or Williams SPVs
may be Subsidiaries of the Guarantor. Principal of such loans
and such equity contributions shall be in a cumulative amount
after January 31, 2001 which does not exceed in the aggregate
$1.5 billion. The Guarantor shall have a contingent obligation
with respect to repayment of indebtedness or return on and of
equity of the Williams SPV (or Williams SPVs) or WCG or a WCG
Subsidiary in regard to such transaction, which contingent
obligation shall terminate in each case no later than four (4)
years after the effective date of such transaction and shall
be satisfied only through the issuance of equity securities
unless further sales of equity securities of the Guarantor are
not possible or will not result in additional proceeds.
"Williams SPV" is used as defined in the definition
of "WCG Structured Financing."
"WPC" means Williams Gas Pipelines Central. Inc., a
Delaware corporation, formerly Williams Natural Gas Company.
2.2 Amendment of Section 4.02. Section 4.02(f) of the Guaranty is
hereby amended and restated to read in its entirety as follows:
(f) Maintenance of Ownership of Certain Subsidiaries. Sell,
issue or otherwise dispose of, or create, assume, incur or suffer to
exist any Lien on or in respect of, or permit any of its Subsidiaries
to sell, issue or otherwise dispose of or create, assume, incur or
suffer to exist any Lien on or in respect of, any shares of or any
interest in any shares of the capital stock or other ownership
interests of (i) WPC, TGPL, TGT or NWP or any of their respective
Material Subsidiaries or (ii) any Subsidiary of the Guarantor at the
time it owns any shares of or any interest in any shares of the capital
stock or other ownership interests of WPC, TGPL, TGT or NWP or any of
their respective Material Subsidiaries; provided, however, that, this
Section 4.02(f) shall not prohibit the sale or other disposition of the
stock of any Subsidiary of the Guarantor to the Guarantor or any
Wholly-Owned Subsidiary of the Guarantor if, but only if, (x) there
shall not exist or result an Event of Default or an event which with
notice or lapse of time or both would constitute an Event of Default
and (y) in the case of each sale or other disposition referred to in
this proviso involving the Guarantor or any of its Subsidiaries, such
sale or other disposition could not reasonably be expected to impair
materially the ability of the Guarantor or its Subsidiaries to perform
its obligations under this Agreement and the other Operative Documents
and the Guarantor and the Lessee shall continue to exist. Nothing
herein shall be construed to permit the Guarantor or any Subsidiary of
the Guarantor to purchase shares, any interest in shares or any
ownership interest in a WCG Subsidiary except as permitted by clause
(e) of this Section 4.02.
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2.3 Amendment of Appendix A. Appendix A of the Participation Agreement
is hereby amended as follows:
(a) The definition of "Relevant Subsidiaries" in such Appendix A is
hereby amended and restated to read in its entirety as follows:
"Relevant Subsidiaries" means collectively the Lessee and
those Affiliates of the Lessee performing services under the Services
Agreement.
(b) The definition of "Change of Control" in such Appendix A is hereby
deleted.
2.4 Amendment of Participation Agreement. Section 6.01 of the
Participation Agreement is hereby amended by deleting Section 6.01(u) in its
entirety and substituting therefor "(u) Intentionally Omitted".
2.5 Waivers. The Guarantor has requested the waiver of, and each of the
other Parties hereto hereby agrees to waive, certain provisions of the Guaranty
for and in connection with the transactions described below:
(a) The Guarantor or certain of its Subsidiaries are currently
the owners of certain assets described on Schedule A-1 hereto which the
Guarantor or such certain Subsidiaries wish to transfer to WCG and/or
certain WCG Subsidiaries. In exchange for the transfer to WCG and/or
certain WCG Subsidiaries of the assets listed on Schedule A-1 and the
assumption by the Guarantor and/or its Subsidiaries of those certain
liabilities of WCG or WCG Subsidiaries listed on Schedule A-2, WCG
and/or certain WCG Subsidiaries will transfer to the Guarantor and/or
its Subsidiaries, the assets listed on Schedule B-1 and will assume
those certain liabilities of the Guarantor and/or its Subsidiaries
listed on Schedule B-2. The Guarantor hereby represents and warrants
that such transaction is being entered into on terms and conditions
reasonably fair in all material respects to the Guarantor and its
Subsidiaries.
(b) The Guarantor anticipates that it or one of its
Subsidiaries may purchase certain assets of WCG or a WCG Subsidiary
listed on Schedule A-1 and enter into a Sale Lease-Back Transaction in
which the Guarantor or one of its Subsidiaries will lease such assets
to WCG or a WCG Subsidiary. The Guarantor hereby covenants that such
transaction shall be entered into on terms and conditions reasonably
fair in all material respects to the Guarantor and its Subsidiaries. To
the extent that such Sale Lease-Back Transaction may be, or may be
deemed to be, an investment in WCG or a WCG Subsidiary, such
transaction is prohibited by Section 4.02(e) of the Guaranty.
(c) In connection with such asset exchange and the Sale
Lease-Back Transaction, and only for purposes of such transactions, the
Guarantor requests that the other Parties waive the provisions of
Section 4.02(e) of the Guaranty to allow the Guarantor and/or its
Subsidiaries to effect the Sale Lease-Back Transaction, described in
the preceding paragraph, and to acquire the equity interests and stock
in WCG and certain WCG Subsidiaries, as described on Schedule B-1, and
to transfer assets to WCG and/or WCG Subsidiaries on the terms set
forth above. Nothing herein shall be construed or
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deemed to permit the Guarantor or its Subsidiaries to invest in or
acquire stock or equity interests in WCG or any WCG Subsidiaries except
to the extent described above. Nothing herein shall, or shall be deemed
to, waive the provisions of Section 4.02(j) of the Guaranty or any
other provisions of the Guaranty applicable to the Sale Lease-Back
Transaction, except as expressly set forth above with respect to
Section 4.02(e) of the Guaranty.
(d) In connection with the WCG Structured Financing, and only
with respect to such WCG Structured Financing, the Guarantor requests
that the other Parties waive:
(i) the provisions of Section 4.02(d) of the Guaranty
to allow consensual encumbrances and restrictions on the
ability of any Williams SPV to make or pay any distributions,
dividends, loans or advances to the Guarantor or its
Subsidiaries; provided, that, such consensual encumbrances or
restrictions (x) are pursuant to the documents governing the
WCG Structured Financing and (y) restrict making or paying
distributions, dividends, loans or advances of or on only
those assets held by a Williams SPV directly relating to the
WCG Structured Financing; and
(ii) the provisions of Section 4.02(i) of the
Guaranty to allow the Guarantor or a Subsidiary of the
Guarantor to be contingently liable for the obligations of any
Williams SPV, WCG or WCG Subsidiaries for payments relating to
indebtedness or return on and of equity incurred by such
entity pursuant to the WCG Structured Financing.
(e) By its signature hereto, each party hereto agrees to waive
and does hereby waive (i) Section 4.02(e) of the Guaranty to allow the
Guarantor and its Subsidiaries to acquire the equity interests and
stock in WCG and certain WCG Subsidiaries, to the extent set forth
above and to allow the Guarantor and its Subsidiaries to act as lessor
pursuant to the Sale Lease-Back Transaction described above involving
assets listed on Schedule A-1; (ii) Section 4.02(d) of the Guaranty to
allow consensual encumbrances and restrictions on the ability of any
Williams SPV to make or pay distributions, dividends, loans or advances
to the Guarantor or its Subsidiaries if such encumbrances and
restrictions are pursuant to documents governing the WCG Structured
Financing and apply only to assets of such Williams SPV which are
directly related to the WCG Structured Financing and (iii) Section
4.02(i) of the Guaranty to allow the Guarantor or a Subsidiary of the
Guarantor to be contingently liable with respect to the indebtedness or
return on and of equity incurred pursuant to the WCG Structured
Financing. Nothing herein shall be deemed or construed to waive any
other breach of Sections 4.02(d), 4.02(e) or 4.02(i) of the Guaranty or
to waive a breach of any other provision of the Guaranty or any other
Operative Document or to require any similar or dissimilar waiver to be
granted hereafter.
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ARTICLE III
REPRESENTATION AND WARRANTIES
3.1 Representations and Warranties of the Guarantor. To induce the
other Parties to enter into this Amendment, the Guarantor hereby reaffirms as to
itself and its Subsidiaries, as of the date hereof, its representations and
warranties contained in Section 3.01 of the Guaranty (except to the extent such
representations and warranties relate solely to an earlier date) and
additionally represents and warrants as follows:
(a) The Guarantor is duly organized, validly existing and in
good standing under the laws of the State of Delaware and has all
corporate powers and all governmental licenses, authorizations,
certificates, consents and approvals required to carry on its business
as now conducted in all material respects, except for those licenses,
authorizations, certificates, consents and approvals which the failure
to have could not reasonably be expected to have a material adverse
effect on the business, assets, condition or operation of the Guarantor
and its Subsidiaries taken as a whole. Each Material Subsidiary of the
Guarantor is duly organized or validly formed, validly existing and (if
applicable) in good standing under the laws of its jurisdiction of
incorporation or formation, except where the failure to be so
organized, existing and in good standing could not reasonably be
expected to have a material adverse effect on the business, assets,
condition or operations of the Guarantor and its Subsidiaries taken as
a whole. Each Material Subsidiary of the Guarantor has all corporate or
limited liability company powers and all governmental licenses,
authorizations, certificates, consents and approvals required to carry
on its business as now conducted in all material respects, except for
those licenses, authorizations, certificates, consents and approvals
which the failure to have could not reasonably be expected to have a
material adverse effect on the business, assets, condition or operation
of the Guarantor and its Subsidiaries taken as a whole.
(b) The execution, delivery and performance by the Guarantor
of this Agreement and the consummation of the transactions contemplated
by this Agreement are within the Guarantor's corporate powers, have
been duly authorized by all necessary corporate action, do not
contravene (i) the Guarantor's charter or by-laws or (ii) any law or
any contractual restriction binding on or affecting the Guarantor and
will not result in or require the creation or imposition of any Lien.
(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body
is required for the due execution, delivery and performance by the
Guarantor of this Agreement or the consummation of the transactions
contemplated by this Agreement.
(d) This Agreement has been duly executed and delivered by the
Guarantor. This Agreement and the Guaranty as amended by this Agreement
are the legal, valid and binding obligations of the Guarantor
enforceable against the Guarantor in accordance with its terms, except
as such enforceability may be limited by any applicable bankruptcy,
insolvency, reorganization, moratorium or similar law affecting
creditors' rights generally and by general principles of equity.
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(e) Except as set forth in the Public Filings, there is no
pending or, to the knowledge of the Guarantor, threatened action or
proceeding affecting the Guarantor or any Material Subsidiary of the
Guarantor (or in the case of the Guarantor, the Borrowers, any
Subsidiary of a Borrower or any WCG Subsidiary) before any court,
governmental agency or arbitrator, which could reasonably be expected
to materially and adversely affect the financial condition or
operations of the Guarantor and its Subsidiaries taken as a whole or
which purports to affect the legality, validity, binding effect or
enforceability of this Agreement, the Guaranty or any other Operative
Document. For the purposes of this Section, "Public Filings" shall mean
the respective annual reports of the Guarantor on Form 10-K or Form
10-K/A for the year ended December 31, 1999, and the Guarantor's
quarterly reports on Form 10-Q for the quarter ended September 30,
2000.
(f) Upon giving effect to this Agreement, no event has
occurred and is continuing which constitutes a Guaranty Default or
which would constitute a Guaranty Default but for the requirement that
notice be given or time elapse or both.
ARTICLE IV
MISCELLANEOUS
4.1 Effectiveness. The effectiveness of this Agreement is conditioned
upon receipt by the Agent of all the following documents, each in form and
substance satisfactory to the Agent:
(a) Counterparts of this Agreement executed by the Guarantor,
the Agent, the Majority Holders and by CXC and the Majority Purchasers
(as defined in the APA);
(b) A certificate of the Secretary or Assistant Secretary of
the Guarantor as to (i) any changes (or the absence of changes) since
August 17, 2000 to its certificate of incorporation and its by-laws as
of the date hereof, (ii) the resolutions of the Guarantor authorizing
the execution of this Agreement and (iii) the names and true signatures
of the officers authorized to execute this Agreement;
(c) A certificate, in form and substance satisfactory to the
Agent, dated the date hereof addressed to the Trustee, the Collateral
Agent, the Agent and the APA Agent of a responsible officer of WCG
and/or each relevant WCG Subsidiary as to (i) its title to those assets
transferred to the Guarantor or a Subsidiary of the Guarantor pursuant
to the transactions described in Section 2.5 hereof, and (ii) the
equity interests and shares of stock issued to the Guarantor or a
Subsidiary of the Guarantor; and
(d) Such other documents as the Agent shall have reasonably
requested.
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4.2 Trustee. The undersigned Note Holders and Certificate Holders
hereby (a) direct the Trustee to give its consent to the actions contemplated
hereby by executing and delivering this Agreement, and (b) consent to the
execution and delivery by the Trustee of this Agreement.
4.3 Consent. Pursuant to the APA, CXC and the Majority Purchasers
hereby consent to execution of this Agreement by the SPV.
4.4 Full Force and Effect. Except as specifically amended hereby, the
Operative Documents and the Securitization Documents shall remain in full force
and effect and are hereby ratified and confirmed.
4.5 Exculpation of the Trustee. Except for its own gross negligence and
willful misconduct and as otherwise expressly provided in the Operative
Documents, it is expressly understood and agreed by the parties hereto that (a)
this Agreement is executed and delivered by the Trustee, not in its individual
capacity but solely as Trustee under the Declaration of Trust, in the exercise
of the powers and authority conferred and vested in it as the Trustee, (b) each
of the undertakings and agreements herein made on the part of the Trustee is
made and intended not as a personal representation, undertaking and agreement by
the Trustee but is made and intended for the purpose for binding only the Trust
Estate created by the Declaration of Trust, (c) nothing herein contained shall
be construed as creating any liability on the Trustee, individually or
personally, to perform any obligation of the Trustee either expressed or implied
contained herein or in the Operative Documents, all such liability, if any,
being expressly waived by the Parties and by any Person lawfully claiming by,
through or under the Parties and (d) under no circumstances shall the Trustee be
personally liable for the payment of any indebtedness or expenses of the Trustee
or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Trustee under the Operative
Documents.
4.6 Exculpation of The Collateral Agent. Except for its own gross
negligence and willful misconduct and as otherwise provided in the Operative
Documents, it is expressly understood and agreed by the parties hereto that (a)
this Agreement is executed and delivered by the Collateral Agent, not in its
individual capacity but solely as Collateral Agent, under the Interparty
Agreement, in the exercise of the powers and authority conferred and vested in
it as the Collateral Agent, (b) nothing herein contained shall be construed as
creating any liability on the Collateral Agent, individually or personally, to
perform any obligation of the Collateral Agent either expressed or implied
contained herein or in the Operative Documents, all such liability, if any,
being expressly waived by the Parties and by any Person claiming by, through or
under the Parties and (c) under no circumstances shall the Collateral Agent be
personally liable for the payment of any indebtedness or expenses of the
Collateral Agent or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Collateral Agent
under this Agreement or the Operative Documents except where such breach or
failure is the result of the Collateral Agent's willful misconduct or gross
negligence.
4.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
UNDER THE LAWS OF THE STATE OF NEW YORK.
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4.8 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall, when executed, be deemed to be an original
and all of which taken together shall be deemed to be one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their officers thereunto duly authorized as of the day and year
first above written.
[SIGNATURE PAGES FOLLOW]
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Signature Page to Amendment, Waiver and Consent
Dated as of January 31, 2001
WILLIAMS COMMUNICATIONS, LLC
By:
------------------------------------------
Name:
Title:
THE WILLIAMS COMPANIES, INC.
By:
------------------------------------------
Name:
Title:
STATE STREET BANK AND TRUST COMPANY OF
CONNECTICUT NATIONAL ASSOCIATION, not in
its individual capacity but solely as
Trustee of the 1998 WCI Trust, as
Trustee and Lessor
By:
------------------------------------------
Name:
Title:
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Signature Page to Amendment, Waiver and Consent
Dated as of January 31, 2001
STATE STREET BANK AND TRUST COMPANY, not
in its individual capacity but solely as
Collateral Agent
By:
------------------------------------------
Name:
Title:
CITIBANK, N.A., as Agent
By:
------------------------------------------
Name:
Title:
CITIBANK, N.A.
as APA Purchaser
By:
------------------------------------------
Name:
Title:
CXC INCORPORATED
By: CITICORP NORTH AMERICA, INC.,
as attorney-in-fact
By:
------------------------------------------
Name:
Title:
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Signature Page to Amendment, Waiver and Consent
Dated as of January 31, 2001
WC NETWORK FUNDING LLC,
as Note Holder
By: WC Network Holdings, Inc.,
its sole member
By:
------------------------------------------
Name:
Title:
FBTC LEASING CORP.,
as Certificate Holder
By:
------------------------------------------
Name:
Title:
SCOTIABANC INC.,
as Certificate Holder
By:
------------------------------------------
Name:
Title:
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Signature Page to Amendment, Waiver and Consent
Dated as of January 31, 2001
THE BANK OF NOVA SCOTIA,
as APA Purchaser
By:
------------------------------------------
Name:
Title:
BANK OF MONTREAL,
as APA Purchaser
By:
------------------------------------------
Name:
Title:
ROYAL BANK OF CANADA,
as APA Purchaser
By:
------------------------------------------
Name:
Title:
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Signature Page to Amendment, Waiver and Consent
Dated as of January 31, 2001
BANK OF AMERICA, N.A. (formerly named
Bank of America National Trust & Savings
Association and successor to
NationsBank, N.A.)
By:
------------------------------------------
Name:
Title:
THE CHASE MANHATTAN BANK,
as APA Purchaser
By:
------------------------------------------
Name:
Title:
BARCLAYS BANK PLC,
as APA Purchaser
By:
------------------------------------------
Name:
Title:
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Signature Page to Amendment, Waiver and Consent
Dated as of January 31, 2001
TORONTO DOMINION (TEXAS), INC.
as APA Purchaser
By:
------------------------------------------
Name:
Title:
ABN AMRO BANK, N.V.
as APA Purchaser
By:
------------------------------------------
Name:
Title:
BANKBOSTON, N.A., as APA Purchaser
By:
------------------------------------------
Name:
Title:
CIBC INC., as APA Purchaser
By:
------------------------------------------
Name:
Title:
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Signature Page to Amendment, Waiver and Consent
Dated as of January 31, 2001
THE BANK OF NEW YORK,
as APA Purchaser
By:
------------------------------------------
Name:
Title:
BANQUE NATIONALE DE PARIS, HOUSTON AGENCY,
as APA Purchaser
By:
------------------------------------------
Name:
Title:
COMMERZBANK AG,
as APA Purchaser
By:
------------------------------------------
Name:
Title:
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Signature Page to Amendment, Waiver and Consent
Dated as of January 31, 2001
CREDIT AGRICOLE INDOSUEZ,
as APA Purchaser
By:
------------------------------------------
Name:
Title:
By:
------------------------------------------
Name:
Title:
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SCHEDULE A - 1
ASSETS TO BE TRANSFERRED FROM THE GUARANTOR AND/OR ITS SUBSIDIARIES
TO WCG AND/OR WCG SUBSIDIARIES
1. Those certain three aircraft owned by Williams Aviation, Inc., or under
contract for purchase by Williams Aviation, Inc, more specifically
identified as follows:
Citation V - located in Chesterfield, Missouri, Tail Number N352WC
Citation X - located in Tulsa, Oklahoma, Tail Number N358WC
Citation Excel - scheduled for delivery by April 1, 2001, Tail Number
N359WC
The aggregate value of the three aircraft is $32,000,000.
2. That certain Williams Technology Center located in Tulsa, Oklahoma, and
owned by the Williams Headquarters Building Company. The Williams
Technology Center is constructing a fifteen story office building that
will house various Williams energy and communications employees. It
will be attached to the east-end of the existing Bank of Oklahoma Tower
at the Plaza, Ground and Service levels. The building is bounded on the
north by First Street, east by Cincinnati Avenue, south by Second
Street, and west by the podium of the Bank of Oklahoma Tower. The
building will contain 733,391 net rentable square feet and accommodate
up to 4,000 employees.
3. That certain Parking Garage being constructed on the northeast corner
of First Street and Cincinnati Avenue, directly south of the LaPetite
Academy daycare center. The parking garage will be six levels tall and
contain 1,029 parking spaces. It will be connected to the Williams
Technology Center by pedestrian bridges west across Cincinnati and
south across First Street.
The aggregate value of the Williams Technology Center and the Parking
Garage (items 2 and 3) is $85,000,000.
4. That certain Intercompany Note executed between the Guarantor and
Williams Communications, Inc., on September 8, 1999. The note is for
seven years and has approximately $975 million outstanding, bears
interest at rates equal to LIBOR, or an alternate base rate, plus a
margin based on the debt rating of WCG's credit facility by S&P and
Moody's, plus 0.25% based on WCG's ratio of total debt to EBITDA
greater than or equal to 6.0 to 1.0. Principle is paid quarterly
beginning July 1, 2000.
The value of the Intercompany Note is $630,000,000.
20
SCHEDULE A - 2
LIABILITIES OF WCG AND/OR WCG SUBSIDIARIES
TO BE ASSUMED BY THE GUARANTOR AND/OR ITS SUBSIDIARIES
1. Payment obligations with respect to those certain building
improvements, fixtures and equipment including all construction,
design, flooring, food service equipment, security, audio equipment,
video equipment, telecommunication equipment, furniture and fixtures,
and related costs, including but not limited to material, labor,
installation and taxes, as set forth in the Authorization for
Expenditure(s) dated September 18, 2000.
The aggregate value of the building improvements, fixtures and
equipment is $160,000,000.
21
SCHEDULE B - 1
ASSETS TO BE TRANSFERRED FROM WCG AND/OR WCG SUBSIDIARIES
TO THE GUARANTOR AND/OR ITS SUBSIDIARIES
1. All losses or credit carryovers or other similar attributes of WCG not
in existence on September 30, 1999, but arising thereafter, and
utilized by the Guarantor as part of its consolidated tax return for
any consolidated returns filed following September 30, 1999, as
described in the Tax Sharing Agreement dated September 30, 1999.
The aggregate value is $317,000,000.
2. That certain Telecommunications Services Agreement dated January 5,
1995, between The Guarantor and Wiltel, Inc., and subsequently amended.
WorldCom, as the successor to Wiltel, provides WCG a specific amount of
long distance, frame relay and private line services free of costs
other than its out of pocket expenses payable to third parties. WCG
resells these services to the Guarantor , its subsidiaries and
affiliates at market rates. The term of the agreement is 35 years
beginning January 1995.
The value is $65,000,000.
3. Those certain two dark fibers capable of providing a minimum capacity
up to an OC-12 along the entire length of the fiber optic facilities
along Transco's main line pipelines from Houston, Texas to Manassas,
Virginia and Washington, D.C. to Station 200 outside Philadelphia,
Pennsylvania which include property in the states of Texas, Louisiana,
Mississippi, Alabama, Georgia, South Carolina, North Carolina,
Virginia, the District of Columbia, Maryland and Pennsylvania,
including the dark fiber needed to connect the non-contiguous points
along the Transco right of way (the "Transco Fiber"). The general
description of this service is provided in that certain Construction,
Operating, Maintenance Agreement dated January 1, 1997. The Transco
Fiber excludes any incidental services required to support the dark
fiber pair, such as collocation, power, and maintenance fees.
The aggregate value is $15,000,000.
4. That number of shares of WCG Class A stock to be issued to the
Guarantor having an aggregate value equal to approximately $470
million, to be priced based upon the average of the high and low for
each of the five business days beginning January 17, 2001 and ending
January 23, 2001.]
22
SCHEDULE B - 2
LIABILITIES OF THE GUARANTOR AND/OR ITS SUBSIDIARIES
TO BE ASSUMED BY WCG AND/OR WCG SUBSIDIARIES
1. All incremental costs to be incurred by WCG in connection with the
replacement of certain shared hardware, systems and applications that
will need to be replicated upon the separation of the two companies. In
addition, WCG will need to procure it own unique software licenses on
everything from Microsoft products to the PeopleSoft applications. Also
included in this category are those miscellaneous costs incurred to
effect the spin- off of WCG from the Guarantor.
The aggregate value is $40,000,000.