EXHIBIT 10(g)
THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT (herein called this
"Amendment"), dated as of February 7, 2002, is entered into by and among The
Williams Companies, Inc., a Delaware corporation, as Borrower pursuant to the
Credit Agreement (as hereinafter defined), the Banks from time to time party to
the Credit Agreement, the Co-Syndication Agents as named therein, the
Co-Documentation Agents as named therein and Citibank, N.A., as agent for the
Banks (in such capacity, the "Agent"). Except as otherwise defined or as the
context requires, terms defined in the Credit Agreement are used herein as
therein defined.
WITNESSETH:
WHEREAS, The Williams Companies, Inc. ("TWC" or the "Borrower") has
entered into a certain Credit Agreement dated as of July 25, 2000 with the
financial institutions from time to time party thereto (the "Banks"), The Chase
Manhattan Bank and Commerzbank AG, as Co-Syndication Agents, Credit Lyonnais New
York Branch, as Documentation Agent, and Citibank, N.A., as Agent (the "Original
Credit Agreement"), which has been amended by that certain Waiver and First
Amendment to Credit Agreement dated as of January 31, 2001, and by that certain
Limited Waiver and Second Amendment to Credit Agreement dated as of July 24,
2001 (the Original Credit Agreement, as so amended to the date hereof, the
"Credit Agreement");
WHEREAS, the Borrower and the Banks now desire to amend the Credit
Agreement in certain respects, as hereinafter provided;
NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Borrower and the Banks hereby agree as follows:
SECTION 1. Amendment of Section 1.1 of the Credit Agreement. Section
1.1 of the Credit Agreement is hereby amended as follows:
(a) The definition of "Debt" in such Section 1.1 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 generally
accepted accounting principles, 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
(w) Debt shall not include any obligations of the Borrower in respect
of the FELINE PACS; (x) Debt shall not include any obligation under or
resulting from any agreement referred to in paragraph (y) of Schedule
III; (y) in the case of the Borrower, Debt shall not include any
contingent obligation of the Borrower relating to indebtedness incurred
by any SPV, WCG or a WCG Subsidiary pursuant to the WCG Structured
Financing (except that in the event that the WCG Refinancing
Transaction shall have occurred, then Debt shall include the aggregate
amount of the WCG Structured Financing for which the Borrower or any of
its Subsidiaries shall have become directly and primarily liable); and
(z) it is the understanding of the parties hereto that Debt shall not
include any monetary obligations or guaranties of monetary obligations
of Persons as lessee under leases that are, in accordance with
generally accepted accounting principles, recorded as operating leases.
(b) The following definition of "FELINE PACS" is hereby
inserted in the alphabetically appropriate location in such Section 1.1:
"FELINE PACS" means those certain units, as described in the
Borrower's prospectus supplement dated January 7, 2002, issued by the
Borrower in January, 2002 in an aggregate face amount of
$1,100,000,000.
(c) The definition of "Net Worth" in such Section 1.1 is
hereby amended and restated to read in its entirety as follows:
"Net Worth" of any Person means, as of any date of
determination the excess of total assets of such Person over total
liabilities of such Person, total assets and total liabilities each to
be determined in accordance with generally accepted accounting
principles; provided, however, that for purposes of calculating Net
Worth, total liabilities shall not include any obligations of the
Borrower in respect of the FELINE PACS.
(d) The definition of "WCG Note" is hereby inserted in the
alphabetically appropriate location in such Section 1.1:
"WCG Note" means that certain promissory note dated March 28,
2001 issued by WCG to WCG Note Trust, a Delaware business trust, in a
principal amount of $1,500,000,000 with a maturity date of March 31,
2008.
(e) The definition of "WCG Refinancing Transaction" is hereby
inserted in the alphabetically appropriate location in such Section 1.1:
"WCG Refinancing Transaction" means any transaction or series
of related transactions pursuant to which the Borrower or any
Subsidiary of the Borrower becomes directly and primarily liable to the
holders of the WCG Senior Notes for an aggregate amount not exceeding
the outstanding principal amount of the WCG Senior Notes, together with
all accrued and unpaid interest thereon, any fees, and any premiums or
make-whole payments payable as a result of a
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prepayment or early redemption of the WCG Senior Notes, including,
without limitation, by means of (i) any amendment to the transaction
documents pursuant to which the WCG Senior Notes were issued, (ii) an
exchange offer or tender offer for the WCG Senior Notes or the WCG Note
in consideration for which the Borrower or any Subsidiary of the
Borrower issues debt securities of the Borrower or any Subsidiary of
the Borrower, (iii) any redemption or repurchase, in whole or in part,
of the WCG Senior Notes by the Borrower or any Subsidiary of the
Borrower, (iv) any exercise of the "Share Trust Release Option" as
defined in the transaction documents pursuant to which the WCG Senior
Notes were issued, or (v) the Borrower or any Subsidiary of the
Borrower making any payments in respect of the WCG Senior Notes or the
WCG Note.
(f) The definition of "WCG Reimbursement Obligations" is
hereby inserted in the alphabetically appropriate location in such Section 1.1:
"WCG Reimbursement Obligations" means any obligations of any
WCG Subsidiary in favor of the Borrower, any Subsidiary of the Borrower
or the WCG Senior Notes Issuer pursuant to which such WCG Subsidiary
has agreed to pay the Borrower, any Subsidiary of the Borrower or the
WCG Senior Notes Issuer an amount equal to or less than the total
amount of the obligations incurred by the Borrower and/or its
Subsidiaries in connection with the WCG Refinancing Transaction,
including, without limitation, in respect of principal, interest, fees
and any premiums or make-whole payments payable as a result of a
prepayment or early redemption of the WCG Senior Notes.
(g) The definition of "WCG Senior Notes" is hereby inserted in
the alphabetically appropriate location in such Section 1.1:
"WCG Senior Notes" means those certain 8.25% Senior Secured
Notes due 2004 in an aggregate principal amount of $1,400,000,000
issued by the WCG Senior Notes Issuer.
(h) The definition of "WCG Senior Notes Issuer" is hereby
inserted in the alphabetically appropriate location in such Section 1.1:
"WCG Senior Notes Issuer" means, collectively, WCG Note Trust,
a Delaware business trust, and WCG Note Corp., Inc., a Delaware
corporation.
SECTION 2. Amendment of Section 5.2. Section 5.2 of the Credit
Agreement is hereby amended as follows:
(a) Clause (c) of Section 5.2 is hereby amended by deleting
the word "or" at the end of subclause (iii) thereof, deleting the period at the
end of subclause (iv) thereof and inserting "; or" in its place, and inserting
the following new subclause (v) immediately following the existing clause (iv):
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"(v) Williams Pipeline Company, LLC from (1) selling,
conveying or otherwise transferring all or substantially all of its
assets to another Person or (2) merging or consolidating with or into
another Person, in either case, for fair-market value and on
commercially reasonable terms and conditions in the good faith judgment
of the Borrower."
(b) Clause (e) of Section 5.2 is hereby amended and restated
to read in its entirety as follows:
"(e) Loans and Advances; Investments. Make or permit to remain
outstanding, or allow any of its Subsidiaries to make or permit to
remain outstanding, any loan or advance to, or own, purchase or acquire
any obligations or debt securities of, any WCG Subsidiary, except that
the Borrower and its Subsidiaries may (i) permit to remain outstanding
loans and advances to a WCG Subsidiary existing as of the date hereof
and listed on Exhibit E hereof (and such WCG Subsidiaries may permit
such loans and advances to remain outstanding), (ii) purchase or
acquire the WCG Senior Notes or the WCG Note pursuant to the WCG
Refinancing Transaction, and (iii) purchase or acquire and permit to
remain outstanding, the WCG Reimbursement Obligations. Except for those
investments in existence on the date hereof and listed on Exhibit E
hereof, purchases or acquisitions pursuant to the WCG Refinancing
Transaction and purchases or acquisitions of WCG Reimbursement
Obligations, the Borrower shall not, and shall not permit any of its
Subsidiaries to, acquire or otherwise invest in any stock or other
equity or other ownership interest in a WCG Subsidiary."
(c) Clause (i) of Section 5.2 is hereby amended by deleting
the period at the end of the existing clause (i) and inserting in its place the
following:
"; provided, however, that nothing contained herein shall
prohibit or otherwise restrict the ability of the Borrower or any
Subsidiary of the Borrower from incurring liability pursuant to the WCG
Refinancing Transaction."
(d) The last sentence of clause (k) of Section 5.2 is hereby
amended by deleting the period at the end of the last sentence of the existing
clause (k) and inserting in its place the following:
"; provided, however, that nothing contained herein shall
prohibit or otherwise restrict the ability of the Borrower or any
Subsidiary of the Borrower to use the proceeds of any Advance to own,
purchase or acquire the WCG Senior Notes pursuant to the WCG
Refinancing Transaction."
SECTION 3. Representations and Warranties. To induce the Agent and the
Banks to enter into this Amendment, the Borrower hereby reaffirms, as of the
date hereof, its representations and warranties contained in Article IV of the
Credit Agreement (except to the extent such representations and warranties
relate solely to an earlier date) and additionally represents and warrants as
follows:
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(a) The Borrower is duly organized, validly existing and in
good standing under the laws of the State of Delaware and 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 Borrower and its Subsidiaries taken as a
whole. Each material Subsidiary of the Borrower 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 Borrower and its Subsidiaries taken as a whole. Each material Subsidiary
of the Borrower 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 Borrower
and its Subsidiaries taken as a whole.
(b) The execution, delivery and performance by the Borrower of
this Amendment and the consummation of the transactions contemplated by this
Amendment are within the Borrower's corporate powers, have been duly authorized
by all necessary corporate action, do not contravene (i) the Borrower's charter
or by-laws or (ii) any law or any contractual restriction binding on or
affecting the Borrower 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 Borrower of this
Amendment or the consummation of the transactions contemplated by this
Amendment.
(d) This Amendment has been duly executed and delivered by the
Borrower. This Amendment and the Credit Agreement as amended by this Amendment
are the legal, valid and binding obligations of the Borrower enforceable against
the Borrower 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.
(e) Except as set forth in the Public Filings and except for
certain class-action lawsuits filed on or after January 29, 2002 alleging fraud
and other violations of applicable securities laws, there is, as to the
Borrower, no pending or, to the knowledge of the Borrower, threatened action or
proceeding affecting the Borrower or any material Subsidiary of the Borrower
before any court, governmental agency or arbitrator, which could reasonably be
expected to materially and adversely affect the financial condition or
operations of the Borrower and its Subsidiaries taken as a whole or which
purports to affect the legality, validity, binding effect or enforceability of
this Amendment, the Credit Agreement or any Note. For the purposes of this
Section, "Public Filings" shall mean the Borrower's annual report on Form 10-K
for the
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year ended December 31, 2000, and the Borrower's quarterly reports on Form 10-Q
for the quarters ended March 31, 2001, June 30, 2001 and September 30, 2001.
(f) Upon giving effect to this Amendment, no event has
occurred and is continuing which constitutes an Event of Default or which would
constitute an Event of Default but for the requirement that notice be given or
time elapse or both.
SECTION 4. Conditions to Effectiveness. The effectiveness of this
Amendment 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 Amendment executed by the Borrower,
the Agent and Banks constituting not less than the Majority Banks;
(b) A certificate of the Secretary or Assistant Secretary of
the Borrower as to (i) any changes (or the absence of changes) since July 25,
2000 to its certificate of incorporation and its by-laws as of the date hereof,
(ii) the resolutions of the Borrower authorizing the execution of this Amendment
and (iii) the names and true signatures of the officers authorized to execute
this Amendment;
(c) An opinion of William G. von Glahn, General Counsel of the
Borrower, substantially in the form of Exhibit A hereto; and
(d) Such other documents as the Agent shall have reasonably
requested.
SECTION 5. Effect. This Amendment shall be deemed to be an amendment to
the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby
ratified, approved and confirmed in each and every respect. All references to
the Credit Agreement in any other document, instrument, agreement or writing
shall hereafter be deemed to refer to the Credit Agreement as amended hereby.
SECTION 6. Fees. The Borrower shall pay (a) to each Bank that shall
have approved this Amendment and shall have delivered to the Agent a duly
executed counterpart hereof not later than 12:00 p.m. central standard time on
February 7, 2002, a fee equal to 0.25% of each such Bank's respective
Commitment, and (b) to each other Bank that shall have approved this Amendment
and shall have delivered a duly executed counterpart hereof not later than 12:00
p.m. central standard time on February 14, 2002, a fee equal to 0.10% of each
such other Bank's respective Commitment.
SECTION 7. Governing Law, Etc. THIS AMENDMENT SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICT OF LAW EXCEPT SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Whenever possible each
provision of this Amendment shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Amendment
shall be prohibited by or invalid under applicable
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law, such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Amendment.
SECTION 8. Counterpart Execution. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any party hereto may execute this Amendment by signing one
or more counterparts.
SECTION 9. Successors and Assigns. This Amendment shall be binding upon
the Borrower, the Agent and the Banks and their respective successors and
assigns, and shall inure to the benefit of each of the Borrower, the Agent and
the Banks and the successors and assigns of the Banks.
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IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, to be effective
as of the date first written above.
BORROWER:
THE WILLIAMS COMPANIES, INC.
By: /s/ James G. Ivey
--------------------------------------
Name: James G. Ivey
Title: Treasurer
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AGENT:
CITIBANK, N.A., as Agent
By:
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
CO-SYNDICATION AGENTS:
JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK),
as Co-Syndication Agent and as a Bank
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
COMMERZBANK AG, as Co-Syndication Agent
By: /s/ Brian J. Campbell
--------------------------------------
Senior Vice President
Authorized Officer
By: /s/ D. L. Ward, Jr.
--------------------------------------
Assistant Vice President
Authorized Officer
Date: , 2002
------------------------------
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CO-DOCUMENTATION AGENTS:
CREDIT LYONNAIS NEW YORK BRANCH,
as Co-Documentation Agent and as a Bank
By: /s/ Bernard Weymuller
--------------------------------------
Senior Vice President
Authorized Officer
Date: , 2002
------------------------------
BANK OF AMERICA, N.A.
as Co-Documentation Agent and as a Bank
By: /s/ Claire Liu
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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BANKS:
CITIBANK, N.A.
By: /s/ Todd J. Mogil
--------------------------------------
Authorized Officer
Date: , 2002
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THE BANK OF NOVA SCOTIA
By: /s/ M. D. Smith
--------------------------------------
Agent
Authorized Officer
Date: , 2002
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BANK ONE NA (CHICAGO)
By: /s/ Dianne L. Russell
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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COMMERZBANK AG,
NEW YORK AND GRAND CAYMAN BRANCHES
By: /s/ Brian J. Campbell
--------------------------------------
Senior Vice President
Authorized Officer
By: /s/ D. L. Ward, Jr.
--------------------------------------
Assistant Vice President
Authorized Officer
Date: , 2002
------------------------------
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THE FUJI BANK, LIMITED
By: /s/ Jacques Azagury
--------------------------------------
Senior Vice President & Manager
Authorized Officer
Date: , 2002
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NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH
By: /s/ Patricia J. Dundee
--------------------------------------
Name: Patricia J. Dundee
Title: Senior Vice President
Date: , 2002
------------------------------
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ABN AMRO BANK, N.V.
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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BANK OF MONTREAL
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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THE BANK OF NEW YORK
By: /s/ Raymond J. Palmer
--------------------------------------
Vice President
Authorized Officer
Date: , 2002
------------------------------
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BARCLAYS BANK PLC
By: /s/ Nicholas A. Bell
--------------------------------------
Director, Loan Transaction Management
Authorized Officer
Date: , 2002
------------------------------
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CIBC INC.
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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CREDIT SUISSE FIRST BOSTON
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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ROYAL BANK OF CANADA
By: /s/ Tom J. Oberaigner
--------------------------------------
Senior Manager
Authorized Officer
Date: , 2002
------------------------------
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By:
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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FLEET NATIONAL BANK
f/k/a Bank Boston, N.A.
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ J. Douglas McMurray, Jr.
--------------------------------------
Managing Director
Authorized Officer
Date: , 2002
------------------------------
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THE INDUSTRIAL BANK OF JAPAN, LIMITED,
NEW YORK BRANCH
By: /s/ Michael N. Oakes
--------------------------------------
Senior Vice President, Houston Office
Authorized Officer
Date: , 2002
------------------------------
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TORONTO DOMINION (TEXAS), INC.
By: /s/ Jill Hall
--------------------------------------
Vice President
Authorized Officer
Date: , 2002
------------------------------
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UBS AG, STAMFORD BRANCH
By: /s/ Patricia O'Ricki
--------------------------------------
Director, Banking Products Services
Authorized Officer
By: /s/ Wilfred V. Saint
--------------------------------------
Associate Director Banking Products
Services US
Authorized Officer
Date: , 2002
------------------------------
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WELLS FARGO BANK TEXAS, N.A.
By: /s/ J. Alan Alexander
--------------------------------------
Vice President
Authorized Officer
Date: , 2002
------------------------------
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WESTDEUTSCHE LANDESBANK GIROZENTRALE, NEW
YORK BRANCH
By: /s/ Salvatore Battinelli
--------------------------------------
Managing Director, Credit Department
Authorized Officer
By: /s/ Jeffrey S. Davidson
--------------------------------------
Associate Director
Authorized Officer
Date: , 2002
------------------------------
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CREDIT AGRICOLE INDOSUEZ
By: /s/ Brian Knezeak
--------------------------------------
First Vice President
Authorized Officer
By: /s/ Mark Lvoff
--------------------------------------
First Vice President, Head of Energy
Platform
Authorized Officer
Date: , 2002
------------------------------
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SUNTRUST BANK
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Maureen Carson
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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ARAB BANKING CORPORATION (B.S.C.)
By: /s/ Robert J. Ivosevich
--------------------------------------
Deputy General Manager
Authorized Officer
Date: , 2002
------------------------------
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BANK OF CHINA, NEW YORK BRANCH
By:
--------------------------------------
Authorized Officer
Date: , 2002
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BANK OF OKLAHOMA, N.A.
By: /s/ Robert D. Mattax
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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BNP PARIBAS, HOUSTON AGENCY
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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KBC BANK N.V.
By: /s/ Robert Snauffer
--------------------------------------
First Vice President
Authorized Officer
By: /s/ Signature not legible
--------------------------------------
Vice President
Authorized Officer
Date: , 2002
------------------------------
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SUMITOMO MITSUI BANKING CORPORATION
By: /s/ C. Michael Garrido
--------------------------------------
Senior Vice President
Authorized Officer
Date: , 2002
------------------------------
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COMMERCE BANK, N.A.
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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RZB FINANCE LLC
By:
--------------------------------------
Authorized Officer
By:
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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FIRST UNION NATIONAL BANK
By: /s/ Robert R. Wetteroff
--------------------------------------
Senior Vice President
Authorized Officer
Date: , 2002
------------------------------
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UMB BANK, N.A.
By: /s/ Kathy Trigg
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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MERRILL LYNCH BANK USA
By: /s/ Preston L. Jackson
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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LEHMAN COMMERCIAL PAPER INC.
By: /s/ Michele Swanson
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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NATEXIS BANQUES POPULAIRES
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
By: /s/ Signature not legible
--------------------------------------
Authorized Officer
Date: , 2002
------------------------------
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