EXHIBIT 4.1
SEVENTH SUPPLEMENTAL INDENTURE
DATED AS OF MARCH 19, 2002
BETWEEN
THE WILLIAMS COMPANIES, INC.,
AS ISSUER
AND
BANK ONE TRUST COMPANY, NATIONAL ASSOCIATION,
AS TRUSTEE
Table of Contents
<Table>
<Caption>
Page
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ARTICLE 1
DEFINITIONS
Section 1.01. Definition of Terms..............................................................1
Section 1.02. Rules of Construction............................................................6
ARTICLE 2
THE SERIES OF NOTES
Section 2.01. Title Of The Securities..........................................................6
Section 2.02. Form And Dating..................................................................6
Section 2.03. Limitation On Aggregate Principal Amount.........................................8
Section 2.04. Principal Payment Date...........................................................8
Section 2.05. Interest And Interest Dates......................................................8
Section 2.06. Redemption......................................................................10
Section 2.07. Transfer And Exchange...........................................................10
ARTICLE 3
EXECUTION OF NOTES
Section 3.01. Execution of Notes..............................................................19
ARTICLE 4
MISCELLANEOUS PROVISIONS
Section 4.01. Ratification....................................................................20
Section 4.02. Counterparts....................................................................20
Section 4.03. Applicable Procedures...........................................................20
Section 4.04. Governing Law...................................................................20
Section 4.05. Counterparts....................................................................20
</Table>
i
SEVENTH SUPPLEMENTAL INDENTURE, dated as of March 19, 2002 (the
"SEVENTH SUPPLEMENTAL INDENTURE"), between The Williams Companies, Inc., a
corporation duly organized and existing under the laws of the State of Delaware
(the "Company"), and Bank One Trust Company, National Association (successor in
interest to the First National Bank of Chicago), as trustee (the "TRUSTEE").
WHEREAS, the Company executed and delivered the Indenture dated as of
November 10, 1997 (the "BASE INDENTURE") to the Trustee to provide for the
issuance from time to time of the Company's senior, unsecured debentures, notes,
or other evidences of indebtedness (the "SECURITIES"), to be issued in one or
more series as might be determined by the Company under the Base Indenture; and
WHEREAS, pursuant to the terms of the Base Indenture, the Company
desires to provide for the establishment of two new series of its Securities to
be known as its 8.125% Notes due March 15, 2012 (the "8.125% NOTES") and 8.75%
Notes due March 15, 2032 (the "8.75% NOTES" and, together with the 8.125% Notes,
the "NOTES"), respectively, the form and terms of such Notes and the terms,
provisions and conditions thereof to be set forth as provided in the Base
Indenture and this Seventh Supplemental Indenture (together, the "INDENTURE");
and
WHEREAS, the Company has requested that the Trustee execute and deliver
this Seventh Supplemental Indenture and all requirements necessary to make this
Seventh Supplemental Indenture a valid, binding and enforceable instrument in
accordance with its terms, and to make the Notes, when executed, authenticated
and delivered by the Company, the valid, binding and enforceable obligations of
the Company, have been done and performed, and the execution and delivery of
this Seventh Supplemental Indenture has been duly authorized in all respects.
NOW THEREFORE, in consideration of the purchase and acceptance of the
Notes by the Holders thereof, and for the purpose of setting forth, as provided
in the Base Indenture, the form and terms of the Notes, the Company covenants
and agrees with the Trustee as follows:
Article 1
DEFINITIONS
Section 1.01. Definition of Terms. Unless the context otherwise
requires:
(a) a term defined in the Base Indenture has the same meaning
when used in this Seventh Supplemental Indenture;
(b) a term defined anywhere in this Seventh Supplemental
Indenture has the same meaning throughout;
(c) the singular includes the plural and vice versa;
(d) headings are for convenience of reference only and do not
affect interpretation;
(e) the following terms have the meanings given to them in this
Section 1.01(e):
"APPLICABLE PROCEDURES" means, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, the rules and procedures of
the Depositary, Euroclear or Clearstream, Luxembourg, as the case may be, that
apply to such transfer or exchange.
"CLEARSTREAM, LUXEMBOURG" means Clearstream Banking, societe anonyme,
or any successor.
"COMPARABLE TREASURY ISSUE" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Notes.
"COMPARABLE TREASURY PRICE" means, with respect to any redemption date,
(1) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
Business Day preceding such redemption date, as set forth in the daily
statistical release (or any successor release) published by the Federal Reserve
Bank of New York and designated "Composite 3:30 p.m. Quotations for U.S.
Government Securities" or (2) if such release (or any successor release) is not
published or does not contain such prices on such business day, (A) the average
of the Reference Treasury Dealer Quotations for such redemption date, after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or
(B) if the Company obtains fewer than four such Reference Treasury Dealer
Quotations, the average of all such Reference Treasury Dealer Quotations.
"DEFINITIVE NOTE" means a certificated Note in the form of Exhibit A-1
or A-2 hereto, registered in the name of the Holder thereof and issued in
accordance with Section 2.07 hereof, except that such Note shall not bear the
Global Note Legend.
"DEPOSITARY" has the meaning assigned to it in Section 2.02(a) hereof.
2
"EUROCLEAR" means Euroclear Bank S.A./N.V., as operator of the
Euroclear System or any successor.
"EXCHANGE NOTES" means the Notes of the applicable series issued in the
Exchange Offer pursuant to Section 2.07(f) hereof; following the exchange of
interests in the applicable Rule 144A Global Notes, the Regulation S Global
Notes and any Restricted Definitive Note for Exchange Notes pursuant to an
effective registration statement, the defined term "Exchange Notes" and "Notes"
shall have the same meaning and be entitled to the same rights under the
Indenture.
"EXCHANGE OFFER" means the exchange offer by the Company of the
Exchange Notes for the Notes of the applicable series issued in reliance upon an
exemption from registration under the Securities Act on the date hereof in
accordance with the provisions of the Registration Rights Agreement.
"EXCHANGE OFFER REGISTRATION STATEMENT" means an exchange offer
registration statement on Form S-4 (or, if applicable, on another appropriate
form), and all amendments and supplements to such registration statement,
including the prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein filed by the Company in accordance
with the Registration Rights Agreement in connection with the Exchange Offer.
"GLOBAL NOTES" means, individually and collectively, any of the Notes
issued as Registered Global Securities under the Indenture.
"GLOBAL NOTE LEGEND" means the legend set forth in Section 2.4 of the
Indenture, which is required to be placed on all Registered Global Securities
issued under the Indenture.
"INDIRECT PARTICIPANT" means a Person who holds a beneficial interest
in a Global Note through a Participant.
"INDEPENDENT INVESTMENT BANKER" means one of the Reference Treasury
Dealers appointed by the Company.
"INITIAL PURCHASER" means each of Lehman Brothers Inc., J.P. Morgan
Securities Inc., Banc of America Securities LLC, Merrill Lynch, Pierce, Fenner &
Smith Incorporated, Salomon Smith Barney Inc., ABN AMRO Incorporated, Barclays
Capital Inc., BMO Nesbitt Burns Corp., BNP Paribas Securities Corp., BNY Capital
Markets, Inc., CIBC World Markets Corp., Fleet Securities, Inc., Mizuho
International plc, RBC Dominion Securities Corporation, The Royal Bank of
Scotland plc, Scotia Capital (USA) Inc., TD Securities (USA) Inc. and UBS
Warburg LLC.
3
"LETTER OF TRANSMITTAL" means the letter of transmittal to be prepared
by the Company and sent to all Holders of the applicable series of Notes for use
by such Holders in connection with the Exchange Offer.
"NON-U.S. PERSON" means a Person who is not a U.S. Person.
"NOTES" has the meaning assigned to it in the recitals hereto.
"PARTICIPANT" means, with respect to Euroclear or Clearstream,
Luxembourg or the Depositary, a Person who has an account with Euroclear or
Clearstream, Luxembourg or the Depositary, as the case may be (and, with respect
to The Depository Trust Company, shall include Euroclear and Clearstream,
Luxembourg).
"PARTICIPATING BROKER DEALER" means the Initial Purchasers and any
other broker-dealer which makes a market in the Notes and exchanges Notes in the
Exchange Offer for Exchange Notes.
"PRIVATE PLACEMENT LEGEND" means the legend set forth in Section
2.07(f)(i) to be placed on all Notes issued under the Indenture except where
otherwise permitted by the provisions of the Indenture.
"QIB" means a "qualified institutional buyer" as defined in Rule 144A.
"REFERENCE TREASURY DEALER" means Lehman Brothers Inc. and J.P. Morgan
Securities Inc. and their respective successors and, at the option of the
Company, additional primary U.S. Government securities dealers ("PRIMARY
TREASURY DEALERS"); provided, however, that if any of the foregoing shall cease
to be a Primary Treasury Dealer, the Company shall substitute another nationally
recognized investment banking firm that is a Primary Treasury Dealer.
"REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined by
the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. on the
third business day preceding such redemption date.
"REGISTRATION RIGHTS AGREEMENT" means the Registration Rights
Agreement, dated as of March 19, 2002, by and among the Company and the Initial
Purchasers, as such agreement may be amended, modified or supplemented from time
to time.
"REGISTRAR" means the registrar, transfer agent and paying agent of the
Company in respect of the Notes which shall initially be the Trustee hereunder.
The Company may appoint additional co-registrars or terminate the appointment of
an existing registrar at any time.
4
"REGULATION S" means Regulation S promulgated under the Securities Act
or any successor rule or regulation substantially to the same effect.
"REGULATION S GLOBAL NOTE" means a Global Note in the form of Exhibit
A-1 or A-2 hereto bearing the Global Note Legend and the legend in Section
2.07(f)(ii) hereof and deposited with or on behalf of the Depositary and
registered in the name of the Depositary or its nominee.
"RESTRICTED DEFINITIVE NOTE" means a Definitive Note bearing the
Private Placement Legend.
"RESTRICTED PERIOD" means the period beginning on the date hereof and
ending on the later of April 28, 2002 and the completion of the distribution of
the Notes by the Initial Purchasers.
"RULE 144" means Rule 144 promulgated under the Securities Act, any
successor rule or regulation to substantially the same effect or any additional
rule or regulation under the Securities Act that permits transfers of restricted
securities without registration such that the transferee thereof holds
securities that are freely tradeable under the Securities Act.
"RULE 144A" means Rule 144A promulgated under the Securities Act or any
successor rule or regulation to substantially the same effect.
"RULE 144A GLOBAL NOTE" means a Global Note in the form of Exhibit A-1
or A-2 hereto bearing the Global Note Legend and the Private Placement Legend
and deposited with or on behalf of, and registered in the name of, the
Depositary or its nominee.
"RULE 903" means Rule 903 promulgated under the Securities Act or any
successor rule or regulation substantially to the same effect.
"RULE 904" means Rule 904 promulgated under the Securities Act or any
successor rule or regulation substantially to the same effect.
"SEC" means the United States Securities and Exchange Commission.
"SECURITIES ACT" means the United States Securities Act of 1933, as
amended.
"SHELF REGISTRATION STATEMENT" means a "shelf" registration statement
of the Company filed pursuant to the provisions of the Registration Rights
Agreement on an appropriate form under Rule 415 under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements
to such registration statement, including post-effective amendments, in each
case including the prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.
5
"TREASURY RATE" means, with respect to any redemption date, the rate
per annum equal to the semiannual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as
a percentage of its principal amount) equal to the Comparable Treasury Price for
such redemption date.
"UNRESTRICTED GLOBAL NOTE" means a Global Note (other than a Regulation
S Global Note) in the form of Exhibit A-1 or A-2 attached hereto that bears the
Global Note Legend, and that is deposited with or on behalf of and registered in
the name of the Depositary, representing a series of Notes that do not bear the
Private Placement Legend.
"UNRESTRICTED DEFINITIVE NOTE" means one or more Definitive Notes that
do not bear and are not required to bear the Private Placement Legend.
"U.S. PERSON" means a U.S. Person as defined in Rule 902(o) under the
Securities Act.
Section 1.02 . Rules of Construction. For all purposes of this Seventh
Supplemental Indenture:
(a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Seventh
Supplemental Indenture; and
(c) the terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Seventh Supplemental Indenture.
Article 2
THE SERIES OF NOTES
Section 2.01. Title Of The Securities. There shall be two series of
Securities designated as the "8.125% Notes due March 15, 2012" and the "8.75%
Notes due March 15, 2032", respectively.
Section 2.02. Form And Dating.
(a) General.
The Notes and the Trustee's certificate of authentication shall be
substantially in the form of Exhibit A-1 or A-2 hereto. The Notes may have
notations, legends or endorsements required by law, stock exchange rule or
usage.
6
Each Note shall be dated the date of its authentication. The Notes shall be in
denominations of US$1,000 and integral multiples thereof.
The terms and provisions contained in the Notes shall constitute, and
are hereby expressly made, a part of this Seventh Supplemental Indenture, and
the Company and the Trustee, by their execution and delivery of this Seventh
Supplemental Indenture, expressly agree to such terms and provisions and to be
bound thereby. However, to the extent any provision of any Note conflicts with
the express provisions of this Seventh Supplemental Indenture, the provisions of
this Seventh Supplemental Indenture shall govern and be controlling.
The Company hereby designates The Depository Trust Company as the
initial Depositary for the Rule 144A Global Notes and the Regulation S Global
Notes. References to the "Depositary" herein shall refer to the Depositary
designated in the foregoing sentence.
(a) Rule 144A Global Notes.
Notes of each series offered and sold to QIBs shall be issued initially
in the form of Rule 144A Global Notes, which shall be deposited on behalf of the
purchasers of the Notes represented thereby with the Trustee, as custodian for
the Depositary, duly executed by the Company and authenticated by the Trustee as
hereinafter provided. Each Rule 144A Global Note shall represent such of the
outstanding Notes as shall be specified therein and each shall provide that it
shall represent the aggregate principal amount of outstanding Notes from time to
time as conclusively reflected in the books and records of the Trustee endorsed
thereon and that the aggregate principal amount of outstanding Notes represented
thereby may from time to time be reduced or increased, as appropriate, to
reflect exchanges and redemption. Any change in the principal amount of a Rule
144A Global Note to reflect the amount of any increase or decrease in the
aggregate principal amount of outstanding Notes represented thereby shall be
made by the Trustee as the custodian for the Depositary, at the direction of the
Registrar, in accordance with instructions given by the Holder thereof as
required by Section 2.07 hereof.
(b) Regulation S Global Notes.
Notes offered and sold in reliance on Regulation S shall be issued
initially in the form of the Regulation S Global Note, which shall be deposited
on behalf of the purchasers of the Notes represented thereby with the Trustee,
as custodian for the Depositary, duly executed by the Company and authenticated
by the Trustee as hereinafter provided. During the Restricted Period, interests
in the Regulation S Global Note must be held through Euroclear or Clearstream,
Luxembourg, if the holders are Participants in such systems, or indirectly
through organizations that are Participants in such systems. Following the
termination of the Restricted Period, beneficial interests in the Regulation S
Global Note may be held, directly or indirectly, in the account of any
Participant of the Depositary.
7
Each Regulation S Global Note shall represent such of the outstanding Notes as
shall be specified therein and each shall provide that it shall represent the
aggregate principal amount of outstanding Notes from time to time as
conclusively reflected in the books and records of the Trustee endorsed thereon
and that the aggregate principal amount of outstanding Notes represented thereby
may from time to time be reduced or increased, as appropriate, to reflect
exchanges and redemption. Any change in the principal amount of a Regulation S
Global Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee as the custodian for the Depositary, at the direction of the Registrar,
in accordance with instructions given by the Holder thereof as required by
Section 2.07 hereof.
Section 2.03. Limitation On Aggregate Principal Amount. The aggregate
principal amount of the 8.125% Notes shall not initially exceed US$650,000,000
and the aggregate principal amount of the 8.75% Notes shall not initially exceed
US$850,000,000.
Section 2.04. Principal Payment Date. The 8.125% Notes will mature and
principal thereof will be due and payable, together with all accrued and unpaid
interest thereon, on March 15, 2012. The 8.75% Notes will mature and principal
thereof will be due and payable, together with all accrued and unpaid interest
thereon, on March 15, 2032.
Section 2.05. Interest And Interest Dates. Interest on the Notes shall
be payable semi-annually on March 15 and September 15 of each year beginning on
September 15, 2002 (each, an "INTEREST PAYMENT DATE"); provided, however, that
if an Interest Payment Date would otherwise be a day that is not a Business Day,
such Interest Payment Date shall be the next succeeding Business Day, and no
additional interest shall be paid in respect of such intervening period. The
interest rate borne by the Notes will be 8.125% per annum, in the case of the
8.125% Notes, and 8.75% per annum, in the case of the 8.75% Notes, respectively,
until the Notes are paid in full subject, however, to the following provisions.
In the event that (i) the Exchange Offer Registration Statement is not filed
with the SEC on or prior to the 120th calendar day following the original issue
of the Notes, (ii) the Exchange Offer Registration Statement has not been
declared effective by the SEC on or prior to the 180th calendar day following
the original issue of the Notes, (iii) the Exchange Offer is not consummated
within 60 calendar days after the Exchange Offer Registration Statement has been
declared effective by the SEC or (iv) a Shelf Registration Statement has not
been filed or declared effective on or prior to the applicable dates specified
in the Registration Rights Agreement (each such event in clauses (i) through
(iv) above and in the next succeeding paragraph below, a "REGISTRATION
DEFAULT"), the interest rate borne by the Notes shall be increased by an amount
("ADDITIONAL INTEREST") equal to an additional one quarter of one percent
(0.25%) per annum upon the occurrence of each Registration Default, which rate
will increase by an additional one quarter of one percent (0.25%) per annum for
each 90-day period that such Additional Interest
8
continues to accrue under any such circumstance, provided that the maximum
aggregate increase in the interest rate will in no event exceed one half of one
percent (0.5%) per annum; provided, that Additional Interest shall only be
payable in the case a Shelf Registration Statement is not declared effective as
aforesaid with respect to Notes that have the right to be included, and whose
inclusion has been requested, in the Shelf Registration Statement, in the manner
specified in the Registration Rights Agreement. Following the cure of all
Registration Defaults applicable to the respective Notes, the accrual of
Additional Interest will cease and the interest rate will revert to 8.125% per
annum for the 8.125% Notes and 8.75% per annum for the 8.75% Notes.
If a Shelf Registration Statement is declared effective but shall
thereafter become unusable by a Holder of the Notes for any reason (whether or
not the Company had the right to prevent the Holders from distributing Notes
during any period pursuant to the Registration Rights Agreement) without being
succeeded within two Business Days by a post-effective amendment thereto which
cures the failure and that is immediately declared effective, the Notes included
in such Shelf Registration Statement will bear Additional Interest at a rate
equal to one quarter of one percent (0.25%) per annum for the first 90-day
period (or portion thereof) beginning on the date that such Shelf Registration
Statement ceases to be usable, which rate shall be increased by an additional
one quarter of one percent (0.25%) per annum at the beginning of each subsequent
90-day period, provided that the maximum aggregate increase in the interest rate
will in no event exceed one-half of one percent (0.5%) per annum. Upon the Shelf
Registration Statement once again becoming usable, the interest rate borne by
the Notes included therein will be reduced to the applicable original interest
rate if the Company is otherwise in compliance with the Registration Rights
Agreement with respect to such Notes at that time.
For all purposes of this Seventh Supplemental Indenture, the term
interest shall include "Additional Interest".
The amount of interest payable on the Notes will be computed on the
basis of a 360-day year of twelve 30-day months.
The Company shall notify the Trustee within five Business Days after
each and every date (an "EVENT DATE") on which an event occurs in respect of
which Additional Interest is required to be paid. The obligation to pay
Additional Interest shall be deemed to accrue from and including the day
following the applicable Event Date. Additional Interest shall be paid by
depositing with the Trustee for the benefit of the Holders of the Notes entitled
to receive such Additional Interest, on or before the applicable Interest
Payment Date, immediately available funds in sums sufficient to pay the
Additional Interest then due. Additional Interest shall be payable to the Person
otherwise entitled to be paid the interest payable on the Notes on such Interest
Payment Date.
9
Section 2.06. Redemption. The Notes will be redeemable in whole or in
part, at the option of the Company, at any time at a redemption price equal to
the greater of (1) 100% of the principal amount of the Notes to be redeemed and
(2) the sum of the present values of the remaining scheduled payments of
principal and interest thereon discounted to the redemption date on a semiannual
basis (assuming a 360-day year consisting of twelve 30-day months) at the
Treasury Rate, plus 37.5 basis points plus accrued interest thereon to the date
of redemption.
Section 2.07. Transfer And Exchange.
(a) Transfer and Exchange of Global Notes.
A Global Note may not be transferred as a whole except by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or to another nominee of the Depositary, or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary. All Global Notes will be exchanged by the Company for Definitive
Notes if (i) the Company delivers to the Trustee notice from the Depositary
stating that it is unwilling or unable to continue to act as a clearing agency
for the Notes or is no longer a clearing agency registered under the Exchange
Act or other applicable law and, in either case, a successor Depositary is not
appointed by the Company within 90 days after the date of such notice; (ii) the
Company in its sole discretion determines that the Global Notes (in whole but
not in part) should be exchanged for Definitive Notes and delivers a written
notice to such effect to the Trustee; or (iii) an Event of Default with respect
to the Notes of such series has occurred and has not been cured, disregarding
for this purpose any requirement of notice or that the default exist for a
specified period of time; provided that in no event shall a Regulation S Global
Note be exchanged by the Company for Definitive Notes prior to the expiration of
the Restricted Period. Upon the occurrence of any of the preceding events,
Definitive Notes shall be issued in such names as the Depositary shall instruct
the Trustee.
(b) Transfer and Exchange of Beneficial Interests in the Global Notes.
The transfer and exchange of beneficial interests in the Global Notes
shall be effected through the Depositary in accordance with the provisions of
the Indenture and the applicable procedures of the Depositary. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:
(i) Transfer of Beneficial Interests in the Same Type of Global
Note. Beneficial interests in any Rule 144A Global Note may be
transferred to Persons who take delivery thereof in the form of a
beneficial interest in a Rule 144A Global Note in accordance with the
transfer restrictions set forth in the Private Placement Legend.
Beneficial interests
10
in any Regulation S Global Note may be transferred to Persons who take
delivery thereof in the form of a beneficial interest in a Regulation
S Global Note; provided, however, that prior to the expiration of the
Restricted Period beneficial interests in the Regulation S Global Note
may only be held through Euroclear of Clearstream, Luxembourg, if
holders are Participants in such systems, or indirectly through
organizations that are Participants in such systems. Beneficial
interests in any Unrestricted Global Note may be transferred to
Persons who take delivery thereof in the form of a beneficial interest
in an Unrestricted Global Note. No written orders or instructions
shall be required to be delivered to the Registrar to effect the
transfers described in this Section 2.07(b)(i).
(ii) All Other Transfers and Exchanges of Beneficial Interests in
Global Notes. In connection with all transfers and exchanges of
beneficial interests that are not subject to Section 2.07(b)(i) above,
and, subject to any other requirement in this Section 2.07, the
transferor of such beneficial interest must deliver to the Registrar:
(1) a written order from a Participant or an Indirect Participant
given to the Depositary, Euroclear or Clearstream, Luxembourg in
accordance with the Applicable Procedures directing the Depositary to
credit or cause to be credited a beneficial interest in a Global Note
of another type in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given in accordance with
the Applicable Procedures containing information regarding the
Participant account to be credited with such increase or (B), subject
to Section 2.07(a), (1) a written order from a Participant or an
Indirect Participant given to the Depositary, Euroclear or
Clearstream, Luxembourg in accordance with the Applicable Procedures
directing the Depositary, Euroclear or Clearstream, Luxembourg to
cause to be issued a Definitive Note in an amount equal to the
beneficial interest to be exchanged and (2) instructions given by the
Depositary, Euroclear or Clearstream, Luxembourg to the Registrar
containing information regarding the Person in whose name such
Definitive Note shall be registered to effect the exchange; provided
that in no event shall Definitive Notes be issued upon the exchange of
beneficial interests in the Regulation S Global Note prior to the
expiration of the Restricted Period. Upon satisfaction of all of the
requirements for transfer or exchange of beneficial interests in
Global Notes contained herein and in the Indenture and the Notes or
otherwise applicable under the Securities Act, the Trustee shall
adjust the principal amount of the relevant Global Note(s) pursuant to
Section 2.07(g) hereof.
(iii) Transfer and Exchange of Beneficial Interests in a Rule
144A Global Note or a Regulation S Global Note for Beneficial
Interests in an Unrestricted Global Note. A beneficial interest in a
Rule 144A Global Note may be exchanged by any holder thereof for a
beneficial interest in an Unrestricted Global Note or transferred to a
Person who
11
takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if (x) the exchange or transfer complies with
the requirements of Section 2.07(b)(ii) above and (y):
(A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights
Agreement and the holder of the beneficial interest to be
transferred, in the case of an exchange, or the transferee, in
the case of a transfer, certifies in the applicable Letter of
Transmittal or via the Depositary's book-entry system that it is
not (1) a broker-dealer, (2) a Person participating in the
distribution of the Exchange Notes or (3) a Person who is an
affiliate (as defined in Rule 144) of the Company, and such
Letter of Transmittal or book-entry system certification shall
satisfy the requirements of Section 2.07(b)(ii);
(B) such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
(C) such transfer is effected by a Participating
Broker-Dealer pursuant to the Exchange Offer Registration
Statement in accordance with the Registration Rights Agreement;
or
(D) such transfer is effected pursuant to Rule 144 of the
Securities Act, a letter in the form of Exhibit B with the
certification set forth in paragraph 3(a) thereof is completed,
and, if the Registrar so requests or the Applicable Procedures so
require, an Opinion of Counsel to the effect that the transfer is
permitted, and that upon transfer the Notes will not be
restricted under the Securities Act, is furnished to the
Registrar.
If any such transfer is effected at a time when an Unrestricted Global
Note has not yet been issued, the Company shall issue and, upon receipt of an
Issuer Order in accordance with the Indenture, the Trustee shall authenticate
one or more Unrestricted Global Notes in an aggregate principal amount equal to
the aggregate principal amount of beneficial interests so transferred.
(iv) Transfer of Beneficial Interests to and from Regulation S
Global Notes.
(A) Transfer of Beneficial Interests in a Regulation S
Global Note Prior to the Termination of the Restricted Period for
Beneficial Interests in a Rule 144A Global Note. A beneficial
interest in any Regulation S Global Note may be transferred to a
Person who takes delivery thereof in the form of a beneficial
interest in a Rule 144A Global Note, if (x) the transfer complies
12
with the requirements of Section 2.07(b)(ii) above, and (y) the
holder of the beneficial interest in the Regulation S Global Note
delivers to the Trustee and the Registrar a letter in the form of
Exhibit B with the certification set forth in paragraph 1 thereof
completed.
(B) Transfer of Beneficial Interests in a Regulation S
Global Note Following the Termination of the Restricted Period
for Beneficial Interests in an Unrestricted Global Note. A
beneficial interest in any Regulation S Global Note following the
termination of the Restricted Period may be transferred to a
Person who takes delivery thereof in the form of a beneficial
interest in an Unrestricted Global Note, if (x) the transfer
complies with the requirements of Section 2.07(b)(ii) above and
(y) the holder of the Regulation S Global Note delivers to the
Registrar a letter in the form of Exhibit B with the
certification set forth in paragraph 3(b) thereof completed.
(C) Transfer of Beneficial Interests in a Rule 144A Global
Note for Beneficial Interests in a Regulation S Global Note. A
beneficial interest in any Rule 144A Global Note may be
transferred to a Person who takes delivery thereof in the form of
a beneficial interest in a Regulation S Global Note, if (x) the
transfer complies with the requirements of Section 2.07(b)(ii)
above and (y) the holder of the beneficial interest in the Rule
144A Global Note delivers to the Registrar a letter in the form
of Exhibit B with the certification set forth in paragraph 2
thereof completed.
(c) Exchange of Beneficial Interests in Global Notes for Definitive
Notes.
(i) Beneficial Interests in Rule 144A Global Notes or Regulation
S Global Notes to Unrestricted Definitive Notes. Subject to Section
2.07(a), a holder of a beneficial interest in a Rule 144A Global Note
or Regulation S Global Note may exchange such beneficial interest for
an Unrestricted Definitive Note only if such exchange is in accordance
with the Applicable Procedures, and, if the Registrar so requests or
the Applicable Procedures so require, an Opinion of Counsel or other
certification to the effect that the exchange is permitted, and that
upon exchange the Notes will not be restricted under the Securities
Act, is furnished to the Registrar.
(ii) Beneficial Interests in Unrestricted Global Notes to
Unrestricted Definitive Notes. A holder of a beneficial interest in an
Unrestricted Global Note may, in the circumstances described in
Section
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2.07(a), exchange such beneficial interest for an Unrestricted
Definitive Note.
Any exchange pursuant to this Section 2.07(c) shall satisfy the
requirements of Section 2.07(b)(ii). In any such case, the Trustee shall cause
the aggregate principal amount of the applicable Global Note to be reduced
accordingly pursuant to Section 2.07(g) hereof, and the Company shall execute
and the Trustee, upon receipt of an Issuer Order in accordance with the
Indenture, shall authenticate and deliver to the Person designated in the
instructions a Definitive Note in the appropriate principal amount. Any
Restricted Definitive Note issued in exchange for a beneficial interest in a
Global Note pursuant to this Section 2.07(c) shall be registered in such name or
names and in such authorized denomination or denominations as the holder of such
beneficial interest shall instruct the Registrar through instructions from the
Depositary and the Participant or Indirect Participant. The Trustee shall
deliver such Definitive Notes to the Persons in whose names such Notes are so
registered.
(d) Transfer and Exchange of Definitive Notes for Definitive Notes.
Upon request by a Holder of Definitive Notes and such Holder's compliance with
the provisions of this Section 2.07(d), the Registrar shall register the
transfer or exchange of Definitive Notes. Prior to such registration of transfer
or exchange, the requesting Holder shall present or surrender to the Registrar
the Definitive Notes duly endorsed or accompanied by a written instruction of
transfer in form satisfactory to the Registrar duly executed by such Holder or
by his attorney, duly authorized in writing. In addition, the requesting Holder
shall provide any additional certifications, documents and information, as
applicable, required pursuant to the following provisions of this Section
2.07(d).
(i) Restricted Definitive Notes to Restricted Definitive Notes.
Any Restricted Definitive Note may be transferred to and registered in
the name of Persons who take delivery thereof in the form of a
Restricted Definitive Note if the Registrar receives the following:
(A) if the transfer will be made pursuant to Rule 144A, then
the transferor must deliver a letter in the form of Exhibit B
with the certification set forth in paragraph 1 thereof
completed,
(B) if the transfer will be made to a Non-U.S. Person in an
offshore transaction in accordance with Rule 903 or 904 under the
Securities Act, then the transferor must deliver a letter in the
form of Exhibit B with the certification set forth in paragraph 2
thereof completed; and
(C) if the transfer will be made pursuant to any other
exemption from the registration requirements of the Securities
Act, then the transferor must deliver an Opinion of Counsel
and/or
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other certification in form and substance acceptable to the
Registrar and the Company.
(ii) Restricted Definitive Notes to Unrestricted Definitive
Notes. Any Restricted Definitive Note may be exchanged by the Holder
thereof for an Unrestricted Definitive Note or transferred to a Person
or Persons who take delivery thereof in the form of an Unrestricted
Definitive Note if:
(A) such exchange or transfer is effected pursuant to the
Exchange Offer in accordance with the Registration Rights
Agreement and the Holder, in the case of an exchange, or the
transferee, in the case of a transfer, certifies in the
applicable Letter of Transmittal, that it is not (1) a
broker-dealer, (2) a Person participating in the distribution of
the Exchange Notes or (3) a Person who is an affiliate (as
defined in Rule 144) of the Company;
(B) any such transfer is effected pursuant to the Shelf
Registration Statement in accordance with the Registration Rights
Agreement;
(C) any such transfer is effected by a Participating Broker
Dealer pursuant to the Exchange Offer Registration Statement in
accordance with the Registration Rights Agreement; or
(D) such transfer is effected pursuant to Rule 144 of the
Securities Act, a letter in the form of Exhibit B with the
certification set forth in paragraph 3(a) thereof completed, and,
if the Trustee and the Registrar so request or the Applicable
Procedures so require, an Opinion of Counsel to the effect that
the transfer is permitted, and that upon transfer the Notes will
not be restricted under the Securities Act, is furnished to the
Trustee and Registrar.
(iii) Unrestricted Definitive Notes to Unrestricted Definitive
Notes. A Holder of Unrestricted Definitive Notes may transfer such
Notes to a Person who takes delivery thereof in the form of an
Unrestricted Definitive Note. Upon receipt of a request to register
such a transfer, the Registrar shall register the Unrestricted
Definitive Notes pursuant to the instructions from the Holder thereof.
(e) Exchange Offer; Shelf Registration Statement
(i) Upon the occurrence of the Exchange Offer in accordance with
the Registration Rights Agreement, the Company shall issue and,
15
upon receipt of an Issuer Order in accordance with the Indenture, the
Trustee shall authenticate (x) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Rule 144A Global Notes and Regulation S
Global Notes tendered for acceptance by Persons that certify in the
applicable Letters of Transmittal that (A) they are not broker-
dealers, (B) they are not participating in a distribution of the
Exchange Notes and (C) they are not affiliates (as defined in Rule
144) of the Company, and accepted for exchange in the Exchange Offer
and (y) Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes accepted for
exchange in the Exchange Offer. Concurrently with the issuance of such
Notes, the Trustee shall cause the aggregate principal amount of the
applicable Rule 144A Global Notes and/or Regulation S Global Notes to
be reduced accordingly, and the Company shall execute and the Trustee
shall, upon receipt of an Issuer Order in accordance with the
Indenture, authenticate and deliver to the Persons designated by the
Holders of the Restricted Definitive Notes so accepted Unrestricted
Definitive Notes in the appropriate principal amount.
(ii) Following the effectiveness of a Shelf Registration
Statement the Company shall issue and, upon receipt of an Issuer Order
in accordance with the Indenture, the Trustee shall authenticate from
time to time (x) one or more Unrestricted Global Notes, or, if there
shall be at the time one or more Unrestricted Global Notes outstanding
and such increase can be effected in accordance with Applicable
Procedures, the Trustee shall increase or cause to be increased the
aggregate principal amount thereof, in each case in an aggregate
principal amount equal to the principal amount of the beneficial
interests in the Global Notes sold by Persons that certify as to the
consummation of such sale under the Shelf Registration Statement in a
manner acceptable to the Trustee and the Company and (y) Unrestricted
Definitive Notes in an aggregate principal amount equal to the
principal amount of the Restricted Definitive Notes sold by Persons
that certify as to the consummation of such sale under the Shelf
Registration Statement in a manner acceptable to the Trustee and the
Company. Concurrently with the issuance of such Unrestricted Global
Notes, the Trustee shall cause the aggregate principal amount of the
applicable Rule 144A Global Notes and/or the Regulation S Global Notes
to be reduced accordingly, and the Company shall execute and the
Trustee shall, upon receipt of an Issuer Order in accordance with the
Indenture, authenticate and deliver to the Persons designated by the
Holders of Restricted Definitive Notes so sold Unrestricted Definitive
Notes in the appropriate principal amount.
16
(f) Legends.
The following legends shall appear on the face of all Global Notes and
Definitive Notes issued under the Indenture unless specifically stated otherwise
in the applicable provisions of the Indenture.
(i) Private Placement Legend. (A) Except as permitted by
subparagraph (B) below, each Note (and all Notes issued in exchange
therefor or substitution thereof) shall bear the legend in
substantially the following form:
"THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"). THE HOLDER HEREOF, BY PURCHASING THIS
SECURITY, AGREES FOR THE BENEFIT OF THE WILLIAMS COMPANIES, INC. THAT (a) THIS
SECURITY MAY NOT BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED OTHER THAN (1) TO
THE WILLIAMS COMPANIES, INC., (2) IN A TRANSACTION ENTITLED TO AN EXEMPTION FROM
REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE), (3)
SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE
SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR
ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM
NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A (AS INDICATED BY THE BOX CHECKED BY THE TRANSFEROR ON THE
CERTIFICATE OF TRANSFER ON THE REVERSE OF THIS SECURITY), (4) OUTSIDE THE UNITED
STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF REGULATION S UNDER THE
SECURITIES ACT, (5) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM REGISTRATION
UNDER THE SECURITIES ACT, SUBJECT, IN THE CASE OF CLAUSES (2), (4) OR (5), TO
THE RECEIPT BY THE WILLIAMS COMPANIES, INC. OF AN OPINION OF COUNSEL OR SUCH
OTHER EVIDENCE ACCEPTABLE TO THE WILLIAMS COMPANIES, INC. THAT SUCH RESALE,
PLEDGE OR TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT OR (6) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND THAT
(b) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THIS NOTE OF THE RESALE RESTRICTIONS REFERRED TO HEREIN AND DELIVER
TO THE TRANSFEREE (OTHER THAN A QUALIFIED INSTITUTIONAL BUYER) PRIOR TO THE SALE
A COPY OF THE TRANSFER RESTRICTIONS APPLICABLE HERETO (COPIES OF WHICH MAY BE
OBTAINED FROM THE TRUSTEE).
THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERM
17
IS DEFINED IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS
ACCEPTANCE HEREOF, AGREES TO BE BOUND BY AND TO COMPLY WITH THE PROVISIONS OF
SUCH REGISTRATION RIGHTS AGREEMENT.
BECAUSE OF THE FOREGOING RESTRICTIONS, PURCHASERS ARE ADVISED TO
CONSULT LEGAL COUNSEL PRIOR TO MAKING ANY RESALE, PLEDGE OR TRANSFER OF ANY OF
THE NOTES. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME."
(B) Notwithstanding the foregoing, any Note which is (i) a
Regulation S Global Note (and any Note issued in exchange
therefor or substitution thereof) after the Restricted Period,
(ii) a Note which has been exchanged or transferred pursuant to
the Exchange Offer Registration Statement or the Shelf
Registration Statement, or (iii) a Note which has been
transferred in accordance with Rule 144, provided that in such
case an Opinion of Counsel is delivered which states that the
Note does not have to bear the Private Placement Legend in the
cases where such opinion is required under this Indenture, shall
not bear the Private Placement Legend.
(ii) Regulation S Global Note Legend. The Regulation S Global
Note shall bear a legend in substantially the following form:
"THE HOLDER OF THIS SECURITY IS ENTITLED TO THE BENEFITS OF A
REGISTRATION RIGHTS AGREEMENT (AS SUCH TERMS IS DEFINED IN THE INDENTURE
REFERRED TO ON THE REVERSE HEREOF) AND, BY ITS ACCEPTANCE HEREOF, AGREES TO BE
BOUND BY AND TO COMPLY WITH THE PROVISIONS OF SUCH REGISTRATION RIGHTS
AGREEMENT.
DURING THE RESTRICTED PERIOD (AS DEFINED IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF), INTERESTS IN THIS REGULATION S GLOBAL NOTE MAY ONLY BE
HELD THROUGH EUROCLEAR AND CLEARSTREAM, LUXEMBOURG."
(g) Cancellation and/or Adjustment of Global Notes.
At such time as all beneficial interests in a particular Global Note
have been exchanged for Definitive Notes or a particular Global Note has been
redeemed, repurchased or canceled in whole and not in part, each such Global
Note shall be returned to or retained and canceled by the Trustee in accordance
with the Indenture. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will
take
18
delivery thereof in the form of a beneficial interest in another Global Note or
for Definitive Notes, the principal amount of Notes represented by such Global
Note shall be reduced accordingly and an endorsement shall be made on such
Global Note by the Trustee or by the Depositary to reflect such reduction; and
if the beneficial interest is being exchanged for or transferred to a Person who
will take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary to reflect such increase.
The Registrar shall have no obligation or duty to monitor, determine or
inquire as to compliance with any restrictions on transfer or exchange imposed
under the Indenture, this Seventh Supplemental Indenture or under applicable law
with respect to any transfer or exchange of any interest in any Note (including
any transfers between or among Participants, Indirect Participants or beneficial
owners of interests in any Global Note) other than to require delivery of such
certificates and other documentation or evidence as are expressly required by,
and to do so if and when expressly required by, the terms of the Indenture or
this Seventh Supplemental Indenture, and to examine the same to determine
substantial compliance as to form with the express requirements hereof.
Article 3
EXECUTION OF NOTES
Section 3.01. Execution of Notes. The Notes shall be executed as
follows:
The Notes shall be signed on behalf of the Company by its Chairman of
the Board, its President, one of its Vice Presidents or its Treasurer, under its
corporate seal which may, but need not, be attested. Such signatures may be the
manual or facsimile signatures of the present or any future such officers. The
seal of the Company may be in the form of a facsimile thereof and may be
impressed, affixed, imprinted or otherwise reproduced on the Notes.
Typographical and other minor errors or defects in any such reproduction of the
seal or any such signature shall not affect the validity or enforceability of
any Note that has been duly authenticated and delivered by the Trustee.
In case any officer of the Company who shall have signed any of the
Notes shall cease to be such officer before the Note so signed shall be
authenticated and delivered by the Trustee or disposed of by the Company, such
Note nevertheless may be authenticated and delivered or disposed of as though
the person who signed such Note had not ceased to be such officer of the
Company; and any Note may be signed on behalf of the Company by such persons as,
at the actual date of the execution of such Note, shall be the proper officers
of the Company, although at the date of the execution and delivery of this
Seventh Supplemental Indenture any such person was not such an officer.
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Article 4
MISCELLANEOUS PROVISIONS
Section 4.01. Ratification. The Indenture, as supplemented and amended
by this Seventh Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.
Section 4.02. Counterparts. This Seventh Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed shall be
deemed an original; and all such counterparts shall together constitute but one
and the same instrument.
Section 4.03. Applicable Procedures. Notwithstanding anything else
herein, the Company shall not be required to permit a transfer to a Global Note
that is not permitted by the Applicable Procedures.
Section 4.04. Governing Law. THIS SEVENTH SUPPLEMENTAL INDENTURE AND
EACH NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE CHOICE OF LAW PRINCIPLES THEREOF.
Section 4.05. Counterparts. The Seventh Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute on
and the same instrument.
20
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the day and year first written above.
THE WILLIAMS COMPANIES, INC.,
By: /s/ Steven J. Malcolm
---------------------------
Name: Steven J. Malcolm
Title: President & Chief
Executive Officer
BANK ONE TRUST COMPANY, N.A.,
as Trustee
By: /s/ Christopher Holly
---------------------------
Name: Christopher Holly
Title: Vice President
21