EXHIBIT 10.9
EXECUTION COPY
AMENDED AND RESTATED
SUBORDINATED GUARANTY
This Amended and Restated Subordinated Guaranty, dated as of October
31, 2002 (amending and restating the Subordinated Guaranty dated as of July 31,
2002 (the "Existing Subordinated Guaranty") and as may be further amended,
modified, supplemented, renewed, extended or restated from time to time, this
"Guaranty"), is by Williams Production Holdings LLC, a Delaware limited
liability company ("Guarantor"), in favor of the Financial Institutions (as
defined below). Capitalized terms used in this Guaranty but not defined herein
shall have the meanings set forth for such terms in the Amended and Restated
Credit Agreement dated as of October 31, 2002, executed by The Williams
Companies, Inc., as borrower (the "Company"), Citicorp USA, Inc., as agent and
collateral agent, Bank of America N.A. as syndication agent, Citibank, N.A. and
Bank of America N.A. as issuing bank, Salomon Smith Barney Inc., as arranger,
and the banks named therein (as the same may be further modified, replaced,
refinanced, amended or supplemented from time to time, the "New Credit
Agreement").
INTRODUCTION
A. The Company and certain of its Subsidiaries (i) have entered into certain
financing transactions with and (ii) prior to the date hereof, have caused
certain other existing letters of credit to be issued by, certain lenders,
financial institutions and other investors (such lenders, financial institutions
and investors, and, to the extent any such financing transaction consists of or
includes a guaranty provided by the Company and/or its Subsidiaries, each of the
beneficiaries of such guaranty (as set forth therein) and each of the entities
more fully described on Schedule II attached hereto collectively, the "Financial
Institutions;" provided, however, except as expressly noted on Schedule II,
neither the Company nor any of its Subsidiaries shall be a deemed a "Financial
Institution;" and provided further, no such lender, financial institution or
investor shall be deemed a "Financial Institution" hereunder until such lender,
financial institution or investor, or an authorized representative of such
lender, financial institution or investor, (A) executes this Guaranty or (B)
expressly acknowledges in an instrument as of even date herewith and to which
the Senior Agent is named a third party beneficiary that any claims under this
Guaranty shall be subject to the subordination provisions contained in Section 7
hereof). Such financing transactions, including those entered into in connection
with the New Credit Agreement, and the existing letters of credit are documented
by certain credit, security, letter of credit and guaranty documents, all as
more fully set forth on Schedule I attached hereto (collectively, as the same
may be modified, replaced, refinanced, amended or supplemented from time to
time, "Credit Documents"). "Borrowers" as used herein shall mean the borrowers
or guarantors under any one or more of the Credit Documents.
B. It is a condition to certain transactions under the Credit Documents that
the Guarantor shall have executed and delivered this Guaranty.
C. From time to time the Company has made capital contributions and advances
to the
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Guarantor. The Guarantor is a wholly owned Subsidiary of the Company and will
derive substantial direct or indirect benefit from the transactions contemplated
by the Credit Documents.
NOW, THEREFORE, the parties hereto have agreed to amend and restate the
Existing Subordinated Guaranty, and the Existing Subordinated Guaranty is hereby
amended and restated in its entirety as follows:
In order to induce the Financial Institutions to extend certain financing
transactions and letters of credit described in the Credit Documents, the
Guarantor hereby agrees for the ratable benefit of the Financial Institutions as
follows:
Section 1. Guaranty. Guarantor hereby unconditionally and irrevocably guarantees
the punctual payment when due, whether at stated maturity, by acceleration or
otherwise, of the obligations and indebtedness of the Company under the Credit
Documents (such obligations being referred to herein as the "Guaranteed
Obligations"); provided that Guaranteed Obligations shall not include any
increases which occur after the date hereof in the principal amount of the
obligations under the Credit Documents (other than increases in the principal
amount of such obligations that are provided for as of the date of the execution
of this Agreement but not yet funded) and/or the commitments to advance funds or
letters of credit thereunder. Without limiting the generality of the foregoing,
Guarantor's liability shall extend to all amounts which constitute part of the
Guaranteed Obligations even if such Guaranteed Obligations are declared
unenforceable or not allowable in a bankruptcy, reorganization, or similar
proceeding involving a Borrower, or any guarantor of any portion of the
foregoing Guaranteed Obligations (collectively such guarantors together with the
Guarantor and the Borrowers are referred to herein as the "Obligors"). This
Guaranty is a guarantee of payment, not of collection, and Guarantor is
primarily liable for the payment of the Guaranteed Obligations.
Section 2. Limit of Liability. The liabilities and obligations of the Guarantor
hereunder shall be limited to an aggregate amount equal to the largest amount
that would not render such Guarantor's obligations hereunder subject to
avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any applicable state law.
Section 3. Guaranty Absolute. Guarantor guarantees that the Guaranteed
Obligations will be paid strictly in accordance with the Credit Documents,
regardless of any law, regulation, or order now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of any Financial
Institution with respect thereto. The obligations of Guarantor under this
Guaranty are independent of the Guaranteed Obligations in each and every
particular, and a separate action or actions may be brought and prosecuted
against any other Obligor, or any other Person regardless of whether any other
Obligor or any other Person is joined in any such action or actions. The
liability of Guarantor under this Guaranty shall be absolute and unconditional
irrespective of:
(a) The lack of validity or unenforceability of the Guaranteed
Obligations or any Credit Document (other than this Guaranty against the
Guarantor) for any reason whatsoever,
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including that the act of creating the Guaranteed Obligations is ultra vires,
that the officers or representatives executing the documents creating the
Guaranteed Obligations exceeded their authority, that the Guaranteed Obligations
violate usury or other laws, or that any Obligor has defenses to the payment of
the Guaranteed Obligations, including breach of warranty, statute of frauds,
bankruptcy, statute of limitations, lender liability, or accord and
satisfaction;
(b) Any change in the time, manner, or place of payment of, or in any
term of, any of the Guaranteed Obligations, any increase, reduction, extension,
or rearrangement of the Guaranteed Obligations, any amendment, supplement, or
other modification of the Credit Documents, or any waiver or consent granted
under the Credit Documents, including waivers of the payment and performance of
the Guaranteed Obligations;
(c) Any release, exchange, subordination, waste, or other impairment
(including negligent impairment) of any collateral securing payment of the
Guaranteed Obligations; the failure of any Financial Institution or any other
person to exercise diligence or reasonable care in the preservation, protection,
enforcement, sale, or other handling of the collateral; the fact that any
security interest, lien, or assignment related to any collateral for the
Guaranteed Obligations shall not be properly perfected, or shall prove to be
unenforceable or subordinate to any other security interest, lien, or
assignment;
(d) Any full or partial release of any Obligor (other than the full or
partial release of the Guarantor);
(e) The failure to apply or the manner of applying collateral or
payments of the proceeds of collateral against the Guaranteed Obligations;
(f) Any change in the organization or structure of any Obligor; any
change in the shareholders, directors, or officers of any Obligor; or the
insolvency, bankruptcy, liquidation, or dissolution of any Obligor or any
defense that may arise in connection with or as a result of any such insolvency,
bankruptcy, liquidator or dissolution;
(g) The failure to give notice of any extension of credit made by any
Financial Institution to any Obligor, notice of acceptance of this Guaranty,
notice of any amendment, supplement, or other modification of any Credit
Document, notice of the execution of any document or agreement creating new
Guaranteed Obligations, notice of any default or event of default, however
denominated, under the Credit Documents, notice of intent to demand, notice of
demand, notice of presentment for payment, notice of nonpayment, notice of
intent to protest, notice of protest, notice of grace, notice of dishonor,
notice of intent to accelerate, notice of acceleration, notice of bringing of
suit, notice of any Financial Institution's transfer of the Guaranteed
Obligations, notice of the financial condition of or other circumstances
regarding any Obligor, or any other notice of any kind relating to the
Guaranteed Obligations;
(h) Any payment or grant of collateral by any Obligor to any Financial
Institution being held to constitute a preference under bankruptcy laws, or for
any reason any Financial Institution is required to refund such payment or
release such collateral;
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(i) Any other action taken or omitted which affects the Guaranteed
Obligations, whether or not such action or omission prejudices the Guarantor or
increases the likelihood that the Guarantor will be required to pay the
Guaranteed Obligations pursuant to the terms hereof;
(j) The fact that all or any of the Guaranteed Obligations cease to
exist by operation of law, including, without limitation, by way of discharge,
limitation or tolling thereof under applicable bankruptcy laws; and
(k) Any other circumstances which might otherwise constitute a defense
available to, or a discharge of any Obligor (other than the discharge of the
Guarantor).
Section 4. Financial Institutions' Rights and Certain Waivers.
4.01 Notice and Other Remedies. Guarantor hereby waives promptness,
diligence, notice of acceptance, notice of acceleration, notice of intent to
accelerate, and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that any Financial Institution
protect, secure, perfect or insure any security interest or other Lien or any
property subject thereto or exhaust any right to take any action against any
Obligor or any other Person or any collateral.
4.02. Waiver of Subrogation and Contribution. (a) Until such time as
the Guaranteed Obligations are irrevocably paid in full, Guarantor hereby
irrevocably waives any claim or other rights which it may acquire against any
Obligor that arise from the Guarantor's Guaranteed Obligations under this
Guaranty or any other Credit Document, including, without limitation, any right
of subrogation (including, without limitation, any statutory rights of
subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. Section 509),
reimbursement, exoneration, contribution, indemnification, or any right to
participate in any claim or remedy of any Financial Institution against any
Obligor, or any collateral which any Financial Institution now has or acquires.
If any amount shall be paid to Guarantor in violation of the preceding sentence
and the Guaranteed Obligations shall not have been paid in full, such amount
shall be held in trust for the benefit of the Financial Institutions, and shall
promptly be paid to the Financial Institutions to be applied to the Guaranteed
Obligations, whether matured or unmatured. Guarantor acknowledges that it will
receive direct and indirect benefits from the financing arrangements
contemplated by the Credit Documents and that the waiver set forth in this
Section 4.02(a) is knowingly made in contemplation of such benefits.
(b) Guarantor agrees that, to the extent that any Borrower makes
payments to any Financial Institution, or any Financial Institution receives any
proceeds of collateral, and such payments or proceeds or any part thereof are
subsequently invalidated, declared to be fraudulent or preferential, set aside,
or otherwise required to be repaid, then to the extent of such repayment the
Guaranteed Obligations shall be reinstated and continued in full force and
effect as of the date such initial payment or collection of proceeds occurred.
GUARANTOR SHALL INDEMNIFY EACH FINANCIAL INSTITUTION AND EACH AFFILIATE THEREOF
AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES FROM, AND DISCHARGE,
RELEASE, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY AND ALL ACTUAL LOSSES,
LIABILITIES, GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, DISBURSEMENTS, CLAIMS OR DAMAGES TO WHICH ANY OF THEM MAY BECOME SUBJECT,
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INSOFAR AS SUCH LOSSES, LIABILITIES, GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS,
JUDGMENTS, SUITS, COSTS, DISBURSEMENTS, CLAIMS OR DAMAGES ARISE OUT OF OR RESULT
FROM (I) ANY ACTUAL OR PROPOSED USE BY ANY BORROWER, OR ANY AFFILIATE OF ANY
BORROWER OF THE PROCEEDS OF ANY ADVANCE, (II) ANY BREACH BY GUARANTOR OF ANY
PROVISION OF THIS GUARANTY OR ANY OTHER CREDIT DOCUMENT, (III) ANY
INVESTIGATION, LITIGATION OR OTHER PROCEEDING (INCLUDING ANY THREATENED
INVESTIGATION OR PROCEEDING) RELATING TO THE FOREGOING, OR (IV) ANY
ENVIRONMENTAL CLAIM OR REQUIREMENT OF ENVIRONMENTAL LAWS CONCERNING OR RELATING
TO THE PRESENT OR PREVIOUSLY-OWNED OR OPERATED PROPERTIES, OR THE OPERATIONS OR
BUSINESS, OF ANY OBLIGOR, AND GUARANTOR SHALL REIMBURSE EACH FINANCIAL
INSTITUTION, AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS, OFFICERS
AND EMPLOYEES, UPON DEMAND FOR ANY REASONABLE OUT-OF-POCKET EXPENSES (INCLUDING
LEGAL FEES) INCURRED IN CONNECTION WITH ANY SUCH INVESTIGATION, LITIGATION OR
OTHER PROCEEDING; AND EXPRESSLY INCLUDING ANY SUCH LOSSES, LIABILITIES,
GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
DISBURSEMENTS, CLAIMS, DAMAGES, OR EXPENSE INCURRED BY REASON OF THE PERSON
BEING INDEMNIFIED'S OWN NEGLIGENCE, BUT EXCLUDING ANY SUCH LOSSES, LIABILITIES,
GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
DISBURSEMENTS, CLAIMS, DAMAGES OR EXPENSES INCURRED BY REASON OF THE GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY PAYMENTS DUE WITH RESPECT
TO THIS SECTION 4.02(b) SHALL BE SUBJECT TO THE PRIOR PAYMENT IN FULL OF THE
SENIOR OBLIGATIONS.
4.03. Modifications and Amendment to the Credit Documents. As provided
in Section 1 above, certain increases in the principal indebtedness outstanding
under the Credit Documents shall not constitute Guaranteed Obligations. Except
as to the foregoing, the parties to the Credit Documents shall have the right to
amend or modify such Credit Agreements without affecting the rights provided for
in this Guaranty.
4.04 Limitation on Enforcement. By acceptance of the benefits provided
hereunder, each Financial Institution acknowledges and agrees that it will not
file, or join in or support the filing of, an involuntary proceeding or petition
in bankruptcy against Guarantor; provided such restriction shall not limit any
Financial Institution from making claims in or taking any other actions in
connection with any such proceeding which takes place.
Section 5. Representations and Warranties. Guarantor hereby represents and
warrants as follows:
(a) Business Existence. Guarantor is duly organized, validly existing,
and in good standing under the laws of Delaware and is in good standing and
qualified to do business in each jurisdiction where its ownership or lease of
property or conduct of its business requires such qualification and where a
failure to be qualified could reasonably be expected to cause a material adverse
effect.
(b) Power. The execution, delivery, and performance by Guarantor of
this Guaranty and the consummation of the transactions contemplated hereby (a)
are within Guarantor's limited liability company powers, (b) have been duly
authorized by all necessary limited liability company action, and (c) do not
contravene (i) Guarantor's certificate of formation or limited liability company
agreement or (ii) any law or any contractual restriction binding on or affecting
Guarantor or its property.
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(c) Authorization and Approvals. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority is
required for the due execution, delivery and performance by the Guarantor of
this Guaranty or the consummation of the transactions contemplated hereby.
(d) Enforceable Obligations. This Guaranty has been duly executed and
delivered by Guarantor. This Guaranty is the legal, valid, and binding
obligation of Guarantor and is enforceable against 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.
(e) Solvency. After giving effect to this Guaranty and the concurrent
amendments to various financing arrangements and agreements of the Company and
its Subsidiaries and the asset sales by the Company and/or its Subsidiaries that
were consummated by the Company on or about July 31, 2002, Guarantor,
individually and together with its Subsidiaries, is Solvent.
Section 6. Covenants.
(a) In the event that a Financial Institution wishes to enforce the
guarantee contained in Section 1 hereof against Guarantor, then subject in all
cases to Section 7 below, it shall make written demand for payment from
Guarantor, provided that no such demand shall be required if Guarantor is in
bankruptcy, liquidation, or other insolvency proceedings, and provided that
failure by a Financial Institution to make such demand shall not affect
Guarantor's obligations under this Guaranty.
(b) From and after the repayment in full of the Senior Obligations, the
following shall apply: All indebtedness of Guarantor to another Obligor or any
Borrower or any Subsidiary of a Borrower shall be subordinated to all
indebtedness of Guarantor to any Financial Institution under any of the Credit
Documents (the "Designated Indebtedness"), as follows:
(i) In the event of any insolvency or bankruptcy proceedings,
or any receivership liquidation, reorganization, or other similar
proceedings in connection therewith, relative to Guarantor, or to its
property, or in the event of any proceedings for voluntary liquidation,
dissolution, or other winding up of Guarantor, whether or not involving
insolvency or bankruptcy, then the holders of the Designated
Indebtedness shall be entitled to receive payment in full of all
Designated Indebtedness before any Obligor or any Subsidiary of a
Borrower shall receive any payment on account of principal or interest
due such Person from Guarantor;
(ii) After the occurrence and during the continuance of any
default or event of default, however denominated, under any Credit
Document (an "Event of Default"), Guarantor shall not exercise or
attempt to exercise any right of offset or counterclaim in respect of
any of its obligations to any other Obligor or any Subsidiary of a
Borrower if the effect thereof shall be to reduce the amount of any
payment to which the holders of
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Designated Indebtedness would be entitled in the absence of such offset
or counterclaim; and if and to the extent that, notwithstanding the
foregoing, Guarantor is required by any mandatory provisions of law to
exercise any such right of offset or counterclaim, each reduction of
the amount owing on the account of the principal of or premium (if any)
or interest owed to any Obligor or any Subsidiary of a Borrower by
reason of such offset or counterclaim shall be deemed to be a payment
by Guarantor in a like amount in respect of such amounts which clause
(iv) below shall apply;
(iii) Following the occurrence and during the continuance of
any Event of Default, (A) payment of the principal or interest upon any
indebtedness owed to any Obligor or any Subsidiary of a Borrower shall
not be made thereunder until payment in full of all Designated
Indebtedness has been made and (B) the holders of the Designated
Indebtedness shall be entitled to receive payment in full of all
Designated Indebtedness prior to the entitlement of any Obligor or any
Subsidiary of a Borrower to receive any payment of the principal or
interest (except for payments which have been made prior to the
occurrence of such event of default);
(iv) If, notwithstanding the provisions of the foregoing
subparagraphs (i) through (iii), any payment or distribution on any
indebtedness shall be received by Guarantor or any Obligor or any
Subsidiary of a Borrower while an Event of Default exists and before
the holders of the Designated Indebtedness shall have received payment
in full on all Designated Indebtedness, such payment or distribution
shall be (and shall be deemed to be) held in trust for the benefit of,
and shall be paid over or delivered or transferred to, the holders of
the Designated Indebtedness for application to the payment of all
Designated Indebtedness held by such holder to the extent necessary to
satisfy such Designated Indebtedness; and
(v) No present or future holder of Designated Indebtedness
shall be prejudiced in its right to enforce subordination of any
Obligor or any Subsidiary of a Borrower by any act or failure to act on
the part of Guarantor whether or not such act or failure shall give
rise to any right of rescission or other claim or cause of action on
the part of Guarantor or any Borrower or any Subsidiary of a Borrower.
The provisions of the foregoing paragraphs with respect to
subordination are solely for the purpose of defining the relative
rights of the holders of Designated Indebtedness on the one hand, and
any Obligor or any Subsidiary of a Borrower on the other hand, and none
of such provisions shall impair, as between Guarantor and any Obligor
or any Subsidiary of a Borrower, the obligation of Guarantor, which is
unconditional and absolute, to pay to any Obligor or any Subsidiary of
a Borrower the principal and interest of any indebtedness in accordance
with its terms, nor shall anything in such provisions prevent any other
Obligor or any Subsidiary of a Borrower from exercising all remedies
otherwise permitted by applicable law or hereunder upon default
hereunder, subject to the rights of holders of Designated Indebtedness
under such provisions.
The terms of Section 6(b) shall not be applicable during the period
that the Senior Obligations remain outstanding.
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(c) The Guarantor will not create, assume, incur or suffer to exist any
Lien on or in respect of any of its property, whether now owned or hereafter
acquired, or assign or otherwise convey any right to receive income except
pursuant to documents entered into in connection with the Senior Credit
Documents or as otherwise permitted therein.
(d) The Guarantor will not create, incur, assume or suffer to exist any
Debt other than Debt that (i) is created pursuant to this Guaranty, (ii)
constitutes Senior Obligations or (iii) is permitted pursuant to the Senior
Credit Documents.
(e) The Guarantor will not create, incur, assume or suffer to exist any
obligation or liability other than (i) Debt permitted under clause (d) above and
(ii) any obligation or liability that is permitted pursuant to the Senior Credit
Documents on the date hereof.
Section 7. Subordination.
(a) By acceptance of this Guaranty, whether by execution on or about
the date hereof or acceptance in an instrument of even date herewith, each
Financial Institution hereby acknowledges that payments made by the Guarantor
under this Guaranty with respect to the Guaranteed Obligations shall be
subordinated to all of the Senior Obligations (as defined below), and that the
Guarantor shall not make payments to the Financial Institutions under this
Guaranty with respect to the Guaranteed Obligations in whole or in part until
the Senior Obligations have been paid in full. No Financial Institution shall
accept any payment from the Guarantor of or on account of any Guaranteed
Obligations at any time in contravention of the foregoing. Upon the occurrence
and during the continuance of any default or event of default, however
denominated, under any Credit Document or the Senior Credit Agreement (as
defined below) (an "Event of Default"), each Financial Institution shall pay to
the Senior Agent (as defined below) any payment made by Guarantor pursuant to
this Guaranty of all or any part of the Guaranteed Obligations and any amount so
paid to the Senior Agent shall be applied to payment of the Senior Obligations.
Each payment made by Guarantor pursuant to this Guaranty on the Guaranteed
Obligations received in violation of any of the provisions hereof shall be
deemed to have been received by the Financial Institutions as trustee for the
Senior Agent and shall be paid over to the Senior Agent immediately on account
of the Senior Obligations. The Financial Institutions agree not to ask, demand,
sue for, take or receive from Guarantor, directly or indirectly, in cash or
other property or by set-off or in any other manner (including, without
limitation, from or by way of collateral), any payment by the Guarantor under
this Guaranty unless and until the Senior Obligations are paid in full. Senior
Agent is hereby authorized to demand specific performance by the Financial
Institutions of its agreements set forth in this Section at any time the
Financial Institutions shall have failed to comply with any of the provisions of
this Section. The Financial Institutions hereby irrevocably waive any defense
based on the adequacy of remedies at law, which might be asserted as a bar to
such remedy of specific performance.
(b) The Financial Institutions shall only be entitled to take any
remedial or enforcement actions against the Guarantor under this Guaranty upon
or after the earliest to occur of (i) the payment in full of all Senior
Obligations or (ii) the taking of any remedial or enforcement remedy by the
Senior Agent.
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(c) As used in this Guaranty, the following terms shall have the
following meanings:
"Senior Agent" means the administrative agent under the Senior Credit
Agreement.
"Senior Credit Agreement" means that certain Credit Agreement, dated as
of July 31, 2002, among The Williams Companies, Inc., a Delaware corporation,
Williams Production Holdings LLC, a Delaware limited liability company, Williams
Production RMT Company, a Delaware corporation, the Lenders party thereto from
time to time, Lehman Brothers Inc., as Arranger, and Lehman Commercial Paper
Inc., as Syndication Agent and as Administrative Agent, as amended, supplemented
or otherwise modified from time to time.
"Senior Credit Documents" means the Senior Credit Agreement, the Senior
Guaranty, all other Loan Documents (as defined in the Senior Credit Agreement)
and all other documents evidencing or creating any Senior Obligations, and all
documents and instruments delivered in connection with or pursuant thereto or
under which rights or remedies with respect to any of the foregoing are
governed, as any such document or instrument may from time to time be amended,
renewed, restated, replaced, refinanced, supplemented or otherwise modified.
"Senior Guaranty" means the guaranty of the Guarantor under that
certain Guarantee and Collateral Agreement, dated as of July 31, 2002, by
Williams Production RMT Company, the Guarantor and each of the other signatories
thereto in favor of the Senior Agent.
"Senior Obligations" means all obligations of the Guarantor under the
Senior Credit Documents, and all other amounts, obligations, covenants and
duties owing by the Guarantor to any lender under the Senior Credit Documents.
Section 8. Miscellaneous.
8.01. Amendments, Etc. No amendment or waiver of any provision of this
Guaranty nor consent to any departure by any the Guarantor therefrom shall be
effective unless the same shall be in writing and signed by the Financial
Institutions holding at least 51% of the principal amount of the Guaranteed
Obligations at the time thereof and shall be effective only in the specific
instance and for the specific purpose for which given. In addition to the
foregoing and so long as the Senior Obligations remain outstanding, no amendment
or waiver of (i) Section 7 of this Guaranty or (ii) any other provision of this
Guaranty that could have an adverse effect on the Guarantor's performance of the
Senior Credit Documents, the prepayment or repayment of the Senior Obligations
or the Senior Agent's rights hereunder shall be effective unless the same shall
be in writing and signed by the Senior Agent and shall be effective only in the
specific instance and for the specific purpose for which given. Provided,
however, that any amendment or waiver releasing the Guarantor from any liability
hereunder shall require the unanimous consent of all Financial Institutions and
be effective only in the specific instance and for the specific purpose for
which given. No Financial Institution may be removed as a beneficiary of this
Guaranty without such Financial Institution's prior written consent.
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8.02. Addresses for Notices. All notices and other communications to
Guarantor shall be delivered to the address set forth beneath its signature on
the signature page hereto, or to such other address as shall be designated by
the Guarantor by written notice to all of the Financial Institutions. All
notices and other communications provided for under this Guaranty shall be in
writing (including telecopy communication), shall be mailed, telecopied, or
delivered, and shall, when mailed or telecopied, be effective when received in
the mail or sent by telecopier.
8.03. No Waiver; Remedies. No failure on the part of any Financial
Institution to exercise, and no delay in exercising, any right hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise of any
right hereunder preclude any other or further exercise thereof or the exercise
of any other right. The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.
8.04. Right of Set-Off. From and after the repayment in full of the
Senior Obligations, the following shall apply: Upon the occurrence and during
the continuance of any default or event of default however described under a
Credit Document, each Financial Institution party to such Credit Document is
hereby authorized at any time, to the fullest extent permitted by law, to set
off and apply any deposits (general or special, time or demand, provisional or
final) and other indebtedness owing by such Financial Institution to the
accounts of the Guarantor against any and all of the obligations of the
Guarantor under this Guaranty, irrespective of whether or not such Financial
Institution shall have made any demand under this Guaranty and although such
obligations may be contingent and unmatured. Each Financial Institution agrees
promptly to notify the Guarantor after any such set-off and application made by
such Financial Institution provided that the failure to give such notice shall
not affect the validity of such set-off and application. The rights of the
Financial Institutions under this Section 8.04 are in addition to other rights
and remedies (including, without limitation, other rights of set-off) which the
Financial Institutions may have.
8.05. Continuing Guaranty; Assignments under Credit Documents. This
Guaranty is a continuing guaranty and shall (a) remain in full force and effect
until the indefeasible payment in full of the Guaranteed Obligations and all
other amounts payable under this Guaranty, (b) be binding upon Guarantor and its
respective successors and assigns, (c) inure to the benefit of, and be
enforceable by, each of the Financial Institutions and their respective
successors, transferees and assigns, and (d) not be terminated by Guarantor or
any other Person. Without limiting the generality of the foregoing clause (c),
any Financial Institution may assign or otherwise transfer all or any portion of
its rights and Guaranteed Obligations and the assignee shall thereupon become
vested with all the benefits in respect thereof granted to such Financial
Institution herein or otherwise. Upon the indefeasible payment in full and
termination of the Guaranteed Obligations, each guaranty granted hereby shall
terminate and all rights hereunder shall revert to the Guarantor to the extent
such rights have not been applied pursuant to the terms hereof. Upon any such
termination, each Financial Institution will, at Guarantor's expense, execute
and deliver to Guarantor such documents as Guarantor shall reasonably request
and take any other actions reasonably requested to evidence or effect such
termination. This Guaranty is not assignable by Guarantor without the written
consent of each Financial Institution.
-10-
8.06 Incorporated Definitions. All defined terms that are incorporated
from other agreements into this Guaranty by reference shall have the meanings
assigned to such terms as of the date hereof but shall not be modified by any
subsequent amendment or modification that takes place after the date hereof
unless consented to by the parties hereto.
8.07. Governing Law; Submission to Jurisdiction; Suits and Claims.
(a) This Guaranty shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, except to the extent
provided in Section 8.07(b) hereof and to the extent that the federal laws of
the United States of America may otherwise apply.
(b) Notwithstanding anything in Section 8.07(a) hereof to the contrary,
nothing in this Guaranty shall be deemed to constitute a waiver of any rights
which any of the Financial Institutions may have under the National Bank Act or
other federal law, including without limitation the right to charge interest at
the rate permitted by the laws of the State where the applicable Financial
Institution is located.
(c) ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, ANY CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE FINANCIAL
INSTITUTIONS OR GUARANTOR IN CONNECTION HEREWITH OR THEREWITH MAY BE BROUGHT AND
MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED STATES
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT
ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE
BROUGHT IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER
PROPERTY MAY BE FOUND. GUARANTOR IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF NEW YORK AT THE ADDRESS SET FORTH BENEATH ITS SIGNATURE ON THE
SIGNATURE PAGE HERETO. GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR HEREAFTER
MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT
REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN
INCONVENIENT FORUM. TO THE EXTENT THAT GUARANTOR HAS OR HEREAFTER MAY ACQUIRE
ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER
THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF
EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS PROPERTY, GUARANTOR HEREBY
IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH IMMUNITY IN
RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY AND THE CREDIT DOCUMENTS.
(d) GUARANTOR AND THE FINANCIAL INSTITUTIONS HEREBY IRREVOCABLY WAIVE
ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(e) The provisions set forth in this Guaranty shall only be enforceable
by the Financial Institutions and their respective successors and assigns, and
no other Person shall have the right to bring any claim or cause of action based
on this Guaranty.
8.08. Effectiveness. This Guaranty shall be deemed effective as of July
31, 2002 (the "Effective Date") upon the satisfaction of the conditions
precedent as set out in Section 3.1 of the New Credit Agreement, without giving
effect to the terms of Section 3.3.
-11-
Guarantor has caused this Guaranty to be duly executed as of the date
first above written.
WILLIAMS PRODUCTION HOLDINGS LLC,
as Guarantor
By: /s/ Ralph A. Hill
Name: Ralph A. Hill
Title: Senior Vice President
Each of the entities reflected on the following ten (10) pages is
executing this Guaranty as a Financial Institution party to the Amended and
Restated Credit Agreement dated as of October 31, 2002 among the Company and the
Financial Institutions named therein:
AGENT AND COLLATERAL AGENT:
CITICORP USA, INC., as Agent and
Collateral Agent
By: /s/ Todd J. Mogil
Name: Todd J. Mogil
Title: Vice President
BANKS AND ISSUING BANKS:
CITIBANK N.A., as Issuing Bank
By: /s/ Todd J. Mogil
Name: Todd J. Mogil
Title: Vice President
CITICORP USA, INC.
By: /s/ Todd J. Mogil
Name: Todd J. Mogil
Title: Vice President
THE BANK OF NOVA SCOTIA. as Canadian
Issuing Bank and Bank
By:
Name:
Title:
BANK OF AMERICA, N.A., as Issuing Bank
and Bank
By: /s/ Claire M. Liu
Name: Claire M. Liu
Title: Managing Director
JP MORGAN CHASE BANK
By: /s/ Robert W. Traband
Name: Robert W. Traband
Title: Vice President
TORONTO DOMINION (TEXAS), INC.
By: /s/ Jill Hall
Name: Jill Hall
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Olivier Audermard
Name: Olivier Audermard
Title: Senior V.P.
MERRILL LYNCH CAPITAL CORP.
By: /s/ Carol J.E. Feeley
Name: Carol J.E. Feeley
Title: Vice President
LEHMAN COMMERCIAL PAPER, INC.
By: /s/ Francis Chang
Name: Francis Chang
Title: Authorized Signatory
SCHEDULE I
CREDIT DOCUMENTS
NEW CREDIT FACILITY:
Amended and Restated Credit Agreement dated as of October 31, 2002 executed by
The Williams Companies, Inc., as borrower, Citicorp USA, Inc., as agent and
collateral agent, Bank of America N.A. as syndication agent, Citibank, N.A. and
Bank of America N.A. as issuing bank, Salomon Smith Barney Inc., as arranger,
and the banks named therein.
All documents, instruments, agreements, certificates and notices at any time
executed and/or delivered in connection with the foregoing.
PROGENY AGREEMENTS
Parent Support Agreement dated as of December 23, 1998, made by The Williams
Companies, Inc. in favor of Castle Associates L. P. and Colchester LLC and the
other Indemnified Persons listed therein, as amended (the "Castle Parent Support
Agreement"). Notwithstanding anything in the Guaranty to the contrary, for
purposes of Section 8.01 of the Guaranty, the principal amount of this Progeny
Facility shall equal the outstanding Unrecovered Capital of the Limited Partner
plus all accrued and undistributed First Priority Return to be distributed to
the Limited Partner in accordance with Section 4.01(a) of the Castle Partnership
Agreement plus all other amounts then due and payable to the Limited Partner. As
used herein, "Castle Partnership Agreement" means the Amended and Restated
Agreement of Limited Partnership of Castle Associates L.P., dated as of December
23, 1998, by and among Garrison, L.L.C., a Delaware limited liability company,
Laughton, L.L.C., a Delaware limited liability company, and Colchester LLC, a
Delaware limited liability company, as amended, supplemented, amended and
restated or otherwise modified from time to time. Capitalized terms used in this
paragraph but not otherwise defined herein or in the Guaranty shall have the
meanings ascribed in the Castle Partnership Agreement.
First Amended and Restated Term Loan Agreement dated as of October 31, 2002,
among The Williams Companies, Inc., as Borrower, and Credit Lyonnais New York
Branch, as Administrative Agent, and the Lenders named therein, as amended.
Second Amended and Restated Participation Agreement dated as of January 28, 2002
among Williams Oil Gathering, L.L.C., a Delaware limited liability company, as
Lessee, Williams Field Services Company, a Delaware corporation, as Construction
Agent, The Williams Companies, Inc., a Delaware corporation, as Guarantor, Wells
Fargo Bank Northwest, National Association (formerly known as First Security
Bank, National Association), as Certificate Trustee, Wells Fargo Bank Nevada,
N.A. (successor by merger to First Security Trust Company of Nevada), as
Collateral Agent, the financial institutions named therein as the Facility
Lenders and Purchasers, Bank of America, National Association, as Administrative
Agent and Administrator for the CP Lender, Banc of America Facilities Leasing,
L.L.C., as Arranger, Bank of Nova Scotia, as Syndication Agent, and Credit
Agricole Indosuez, as Documentation Agent, as amended by the
Consent and First Amendment dated as of July 31, 2002 and the Consent and Second
Amendment dated as of October 31, 2002. Second Amended and Restated
Participation Agreement dated as of January 28, 2002 among Williams Field
Services - Gulf Coast Company, L.P., a Delaware limited partnership, as Lessee,
Williams Field Services Company, a Delaware corporation, as Guarantor, Wells
Fargo Bank Northwest, National Association, (formerly known as First Security
National Bank, National Association), as Certificate Trustee, Wells Fargo Bank
Nevada N.A., (successor by merger to First Security Trust company of Nevada), as
Collateral Agent, the financial institutions named therein as Certificate
Holders, Hatteras Funding Corporation, a Delaware corporation, as CP Lender, the
financial institutions named therein as the Facility Lenders and Purchasers,
Bank of America, National Association, as Administrative Agent and Administrator
for the CP Lender, Banc of America Facilities Leasing, L.L.C., as Arranger, Bank
of Nova Scotia, as Syndication Agent, and Credit Agricole Indosuez, as
Documentation Agent, as amended by the Consent and First Amendment dated as of
July 31, 2002 and the consent and Second Amendment dated as of October 31, 2002.
$200,000,000 Term Loan Agreement dated as of January 29, 1999, among The
Williams Companies, Inc., as Borrower, and Mizuho Corporate Bank, Ltd., f/k/a
The Fuji Bank, Limited, as Administrative Agent, and the Banks named therein, as
amended.
Joint Venture Sponsor Agreement dated as of December 28, 2000, among The
Williams Companies, Inc., as Sponsor and Williams Field Services Company, in
favor of Prairie Wolf Investors, Arctic Fox Assets, L.L.C., Williams Energy
(Canada), Inc. and the other Indemnified Persons listed therein, as amended.
Notwithstanding anything in the Guaranty to the contrary, for purposes of
Section 8.01 of the Guaranty, the outstanding amount of this Progeny Facility
shall equal the outstanding Capital Contribution of the Joint Venture Class B
Member (each as defined in the Snow Goose Company Agreement) plus the accrued
and unpaid Class B Amount (as defined in the Snow Goose Company Agreement) plus
all other amounts then due and payable to the Joint Venture Class B Member. As
used herein, "Snow Goose Company Agreement" means the Amended and Restated
Company Agreement of Snow Goose Associates, L.L.C., a Delaware limited liability
company, Prairie Wolf Investors, L.L.C., a Delaware limited liability company,
and Snow Goose Associates, L.L.C., a Delaware limited liability company, as
amended, supplemented, amended and restated or otherwise modified from time to
time.
Letter of Credit and Reimbursement Agreement dated as of May 15, 1994, among
Tulsa Parking Authority, The Williams Companies, Inc., Bank of Oklahoma,
National Association, and Bank of America, N.A. (formerly NationsBank of Texas,
N.A.), relative to Tulsa Parking Authority First Mortgage Revenue Bonds, as
amended.
$127,000,000 Master Agreement dated as of March 6, 2000, among The Williams
Companies, Inc., as Guarantor, Williams TravelCenters, Inc. and certain other
subsidiaries of The Williams Companies, Inc., as Lessees, Atlantic Financial
Group, Ltd., as Lessor, SunTrust Bank, as Agent, Societe Generale, Southwest
Agency, as Documentation Agent, and KBC Bank, N.V., as Syndication Agent and the
Lenders named therein, as amended.
PPH Sponsor Agreement dated as of December 31, 2001, by The Williams Companies,
Inc., as Sponsor, in favor of Piceance Production Holdings LLC, Plowshare
Investors LLC, and other
Indemnified Persons listed in the agreement, as amended (the "PPH Company
Agreement"). Notwithstanding anything in the Guaranty to the contrary, for
purposes of Section 8.01 of the Guaranty, the outstanding amount of this Progeny
Facility shall equal the outstanding Contributed Capital of the Class B
Preferred Member (each as defined in the PPH Company Agreement) plus the accrued
and unpaid Class B Priority Return (as defined in the PPH Company Agreement)
plus all other amounts then due and payable to the Class B Preferred Member. As
used herein, "PPH Company Agreement" means the Amended and Restated Limited
Liability Company Agreement of Piceance Production Holdings LLC, dated as of
December 31, 2001, by and among, Williams Production RMT Company, a Delaware
corporation, Bison Royalty LLC, a Delaware limited liability company, Plowshare
Investors LLC, a Delaware limited liability company, and Piceance Production
Holdings LLC, a Delaware limited liability company, as amended, supplemented,
amended and restated or otherwise modified from time to time.
Amended and Restated LLC Loan Agreement dated as of June 9, 2000 among
Millennium Energy Fund, L.L.C. and MEF Production Payment Trust, as amended, and
the Amended and Restated Notes Credit Agreement dated as of June 9, 2000 among
MEF Production Payment Trust as the Borrower, certain financial institutions
thereto, Credit Lyonnais as Syndication Agent, and Bank of Montreal, as Agent,
and the Transaction Documents (as defined therein) related thereto.
All documents, instruments, agreements, certificates and notices at any time
executed and/or delivered in connection with any of the foregoing.
LEGACY L/Cs
See Attachment 1 attached hereto.
All documents, instruments, agreements, certificates and notices at any time
executed and/or delivered in connection with the letters of credit described on
Attachment 1.
ATTACHMENT 1
[TO BE ATTACHED]
SCHEDULE II
NEW CREDIT AGREEMENT
1. Citicorp USA, Inc., as Agent on behalf of the Lenders party to that
certain Amended and Restated Credit Agreement dated as of October 31,
2002 by and among The Williams Companies, Inc. as Borrower, the Lenders
party thereto, Citibank, N.A., Bank of America N.A. and The Bank of
Nova Scotia as Issuing Banks, Bank of America N.A. as Syndication
Agent, Salomon Smith Barney Inc. as Arranger, and Citicorp USA, Inc.,
as Agent and Collateral Agent.
PROGENY FACILITIES
1. Castle Associates L.P.* and Colchester LLC and the other Indemnified
Persons (as defined in the Castle Parent Support Agreement) and
Guaranteed Parties (as defined in the Castle Parent Support Agreement)
as parties to or beneficiaries of the Castle Parent Support Agreement
and related transaction documents.
2. Credit Lyonnais New York Branch, as Administrative Agent on behalf of
the Lenders party to the First Amended and Restated Term Loan Agreement
dated as of October 31, 2002 among The Williams Companies, Inc., as
Borrower, and Credit Lyonnais New York Branch, as Administrative Agent,
and the Lenders named therein, as amended.
3. First Security Bank, N.A. as Certificate Trustee on behalf of the
Certificate Holders, Wells Fargo Bank Nevada, N.A., as Collateral
Agent, and Bank of America, N.A., as Administrative Agent and
Administrator under that certain Second Amended and Restated
Participation Agreement, dated as of January 28, 2002, among Williams
Oil Gathering, L.L.C., as Lessee, Williams Field Services Company, as
Construction Agent, The Williams Companies, Inc., as Guarantor, First
Security Bank, N.A. as Certificate Trustee, the Certificate Holders
party thereto, Wells Fargo Bank Nevada, N.A., as Collateral Agent, Bank
of America, N.A., as Administrative Agent and Administrator, as
amended.
4. First Security Bank, N.A. as Certificate Trustee on behalf of the
Certificate Holders, Wells Fargo Bank Nevada, N.A., as Collateral
Agent, and Bank of America, N.A., as Administrative Agent and
Administrator under that certain Second Amended and Restated
Participation Agreement, dated as of January 28, 2002, among Williams
Field Services - Gulf Coast Company, L.P., as Lessee, Williams Field
Services Company, as Construction Agent, The Williams Companies, Inc.,
as Guarantor, First Security Bank, N.A. as Certificate Trustee, the
Certificate Holders party thereto, Wells Fargo Bank Nevada, N.A., as
Collateral Agent, Bank of America, N.A., as Administrative Agent and
Administrator, as amended.
5. Mizuho Corporate Bank, Ltd., f/k/a The Fuji Bank, Limited, as
Administrative Agent on behalf of the Banks party to the $200,000,000
Term Loan Agreement, dated as of January 29, 1999, among The Williams
Companies, Inc., as Borrower, and Mizuho Corporate
Bank, Ltd., f/k/a The Fuji Bank, Limited, as Administrative Agent, and
the Banks named therein, as amended.
6. Prairie Wolf Investors, L.L.C. and Snow Goose Associates, L.L.C*. and
the other Indemnified Persons (as defined in the Joint Venture Sponsor
Agreement) as parties to or beneficiaries of that certain Joint Venture
Sponsor Agreement, dated as of December 28, 2000, among The Williams
Companies, Inc., as Sponsor and Williams Field Services Company, in
favor of Prairie Wolf Investors, L.L.C., Arctic Fox Assets, L.L.C.,
Williams Energy (Canada), Inc. and the other Indemnified Persons listed
therein, as amended, and related transaction documents.
7. Tulsa Parking Authority and Bank of America, N.A. (formerly NationsBank
of Texas, N.A.) as parties to that certain Letter of Credit and
Reimbursement Agreement, dated as of May 15, 1994, among Tulsa Parking
Authority, The Williams Companies, Inc., Bank of Oklahoma, National
Association, and Bank of America, N.A. (formerly NationsBank of Texas,
N.A.), relative to Tulsa Parking Authority First Mortgage Revenue
Bonds, as amended, and related transaction documents.
8. Atlantic Financial Group, Ltd., as Lessor, and SunTrust Bank, as Agent
on behalf of the Lenders party to that certain Master Agreement, dated
as of March 6, 2000, among The Williams Companies, Inc., as Guarantor,
Williams TravelCenters, Inc. and certain other subsidiaries of The
Williams Companies, Inc., as Lessees, Atlantic Financial Group, Ltd.,
as Lessor, SunTrust Bank, as Agent, Societe Generale, Southwest Agency,
as Documentation Agent, KBC Bank, N.V., as Syndication Agent, and the
Lenders party thereto, as amended, and related transaction documents.
9. Piceance Production Holdings LLC*, Plowshare Investors LLC and the
other Indemnified Persons (as defined in the PPH Sponsor Agreement) as
parties to or beneficiaries of that certain PPH Sponsor Agreement,
dated as of December 31, 2001, by The Williams Companies, Inc., as
Sponsor, in favor of Piceance Production Holdings LLC, Plowshare
Investors LLC, and other Indemnified Persons listed in the agreement,
as amended, and related transaction documents.
10. The Guaranteed Parties under that certain Amended and Restated Payment
and Performance Guaranty, Indemnity and Undertaking made by The
Williams Companies, Inc. in favor of the Guaranteed Parties, dated
October 31, 2002, as amended, and related transaction documents.
11. The Guaranteed Parties under that certain First Amendment to
Performance Guaranty, Indemnity and Undertaking (Initial LLC Asset)
made by The Williams Companies, Inc. in favor of the Guaranteed
Parties, dated October 31, 2002, as amended, and related transaction
documents.
LEGACY L/Cs
1. Each issuer of a letter of credit as set forth on Attachment 1 attached
to Schedule I to the Guaranty.
*Notwithstanding anything in the Guaranty to the contrary, the entities marked
with an asterisk shall be deemed to be "Financial Institutions" for purposes of
the Guaranty for so long as any Person not an affiliate of the Company owns an
Equity Interest in such entity.
THE WILLIAMS COMPANIES, INC.
LEGACY LETTERS OF CREDIT - FOR PURPOSE OF PRO RATA DISTRIBUTION OF NET CASH
PROCEEDS FROM ASSET SALES
AS OF 10-31-02
<Table>
<Caption>
LETTER OF ACCOUNT
CREDIT # PARTY BENEFICIARY
- --------- ------- -----------
ABN-AMRO
S815546 Wilpro Energy Services PIGAP II Ltd PDVSA Petroleo y Gas SA
Total ABN-AMRO
BANK OF AMERICA
C7269699 MAPCO, Inc. Old Republic Insurance Company
C7269707 MAPCO, Inc. ACE Insurance Company of Texas
3020403 WilPro Energy Services (El Furrial) Ltd Citibank, N.A.
7409323 The Williams Companies, Inc. PDVSA Petroleo y Gas, S.A.
3037033 Barrett Resources Corporation Oklahoma Tax Commission
5535821l135652 TWC Tulsa Parking Authority
Total Bank of America
JPMORGAN CHASE
P-389157 The Williams Companies, Inc. Citicorp North America Inc. as RCE Agent (Castle)
P-299538 Wilpro Energy Services (PIGAP II) Limited PDVSA Petroleo y Gas, S.A.
P-219203 Williams Energy Marketing & Trading The New York Independent System Operator, Inc.
P-224665 Williams Energy Marketing & Trading Royal Bank of Canada
P-221802 Williams Energy Marketing & Trading California Power Exchange Corporation
P-221924 The Williams Companies, Inc. National Union Fire Insurance et al
P-222915 The Williams Companies, Inc. United States Fidelity & Guaranty
P-225395 Williams Production RMT Co. Powder River Energy Corp.
P-225403 Williams Production Mid-Continent Company U.S. Dept. of Interior Bureau of Indian Affairs
Total JPMorgan Chase
CITIBANK
33623046 TWC on behalf of ACCROVEN, SRL PDVSA Gas S.A. ACCRO III & IV Projects
33623048 TWC on behalf of ACCROVEN, SRL PDVSA Gas S.A. ACCRO III & IV Projects
33623049 TWC on behalf of ACCROVEN, SRL PDVSA Gas S. ACCRO III & IV Projects
Total Citibank
ROYAL BANK OF CANADA
1739/s19728 TWC/WGP-Alliance Canada Montreal Trust Company of Canada
1739/s19729 TWC/WGP-Alliance Canada The Bank of Nova Scotia Trust Co. of NY
Total Royal Bank of Canada
TORONTO DOMINION
1699 The Williams Companies, Inc. Prairie Wolf Investors
Total Toronto Dominion
WELLS FARGO
NMS232199 Transco Energy Company Transportation Insurance Company
Total Wells Fargo
TOTAL LC's OUTSTANDING
<Caption>
LETTER OF EXPIRY % OF CASH
CREDIT # AMOUNT DATED DATE TOTAL COLLATERAL
- --------- ------ ----- ------ ----- ----------
ABN-AMRO
S815546 $ 5,000,000 9/1/1999 8/29/2003
-------------
Total ABN-AMRO $ 5,000,000 3.3% $ 471,000
BANK OF AMERICA
C7269699 $ 300,000 3/15/1995 3/30/2003
C7269707 $ 1,582,902 3/15/1995 3/31/2003
3020403 $ 5,652,733 11/15/1999 11/15/2002
7409323 $ 225,000 5/2/2002 5/31/2003
3037033 $ 200,000 4/16/2001 5/11/2003
5535821l135652 $ 8,608,985 5/15/1992 5/31/2003
-------------
Total Bank of America $ 16,569,620 11.0% $ 2,559,000
JPMORGAN CHASE
P-389157 $ 3,800,000 12/23/1998 12/23/2002
P-299538 $ 40,000,000 4/3/2000 4/16/2003
P-219203 $ 5,500,000 11/13/2001 12/1/2002
P-224665 $ 5,000,000 4/22/2002 4/30/2003
P-221802 $ 1,000,000 2/1/2002 2/1/2003
P-221924 $ 9,010,112 2/6/2002 3/1/2003
P-222915 $ 6,650,000 3/7/2002 3/1/2003
P-225395 $ 4,000,000 5/10/2002 5/10/2004
P-225403 $ 30,000 5/13/2002 5/17/2003
-------------
Total JPMorgan Chase $ 74,990,112 49.8% $ 9,720,000
CITIBANK
33623046 $ 32,500,000 3/9/2001 1/6/2003
33623048 $ 4,000,000 3/9/2001 1/6/2003
33623049 $ 1,000,000 3/9/2001 1/6/2003
-------------
Total Citibank $ 37,500,000 24.9% $ 3,536,000
ROYAL BANK OF CANADA
1739/s19728 $ 2,789,778 12/18/2000 12/17/2002
1739/s19729 $ 2,922,000 12/18/2000 12/17/2002
-------------
Total Royal Bank of Canada $ 5,711,778 3.8% $ 547,000
TORONTO DOMINION
1699 $ 10,860,000 12/28/2000 12/28/2005
-------------
Total Toronto Dominion $ 10,860,000 7.2% $ 1,024,000
WELLS FARGO
NMS232199 $ 40,000 2/2/1995 2/2/2003
-------------
Total Wells Fargo $ 40,000 0.0% $ 4,000
$ 150,671,510 100% $ 17,861,000
============= ------------
</Table>