EXHIBIT 10.4
EXECUTION COPY
FIRST AMENDMENT TO SECURITY AGREEMENT
This First Amendment dated as of October 31, 2002 (this "Amendment") to
the Security Agreement dated as of July 31, 2002 (as amended and modified from
time to time, the "Security Agreement"), is among The Williams Companies, Inc.
(the "Company"), and each of its Subsidiaries which is or which subsequently
becomes a party to the Security Agreement (together, with the Company, the
"Grantors"), in favor of Citibank, N.A., as collateral trustee ("Collateral
Trustee") for the benefit of the holders of the Secured Obligations. All
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed to such terms in the Security Agreement.
WITNESSETH:
WHEREAS, the parties hereto have agreed to amend certain provisions of
the Security Agreement;
NOW, THEREFORE, in consideration of the mutual covenants contained
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree that the
Security Agreement is hereby amended as follows:
1. Amendments
(a) Pursuant to the terms of those two certain Consent and Waivers each
dated as of September 20, 2002, by and among the Company and the other
signatories thereto, the Security Agreement was amended to (i) remove
Williams Field Services - Gulf Coast Company, L.P. as a Grantor and
(ii) add Williams Gulf Coast Gathering Company, LLC as a Grantor.
Pursuant to this Amendment, the following additional parties are added
as Grantors: WFS - Pipeline Company; WFS Gathering Company, L.L.C.;
Williams Field Services-Matagorda Offshore Company, LLC; Williams Gas
Processing - Mid Continent Region Company; WFS-OCS Gathering Co.;
HI-BOL Pipeline Company; Goebel Gathering Company, L.L.C.; Williams
Petroleum Services, LLC; Longhorn Enterprises of Texas, Inc.; and
Williams GP LLC. Notwithstanding the foregoing, Williams GP LLC will
not be deemed to be a Grantor under the Security Agreement until the
occurrence of (i) the formation of NewGP (as defined in the New Credit
Agreement) and (ii) the transfer by Williams GP LLC to NewGP of the
general partnership interests and incentive distribution rights held by
Williams GP LLC in Williams Energy Partners L.P. Company hereby
covenants to cause the formation of NewGP and, contemporaneously
therewith, transfer to NewGP the general partnership interests and
incentive distribution rights held by Williams GP LLC in Williams
Energy Partners L.P. promptly following its execution of this
Amendment.
(b) The definition of "General Intangible" or "General Intangibles" set
forth in Section 1.1 of the Security Agreement is amended by adding the
phrase "provided, however that "General Intangibles" shall not include
any general or limited partnership interests, limited liability company
interests, trust interests, joint ventures interests or any other
similar equity ownership rights arising under the law of any
jurisdiction." to the end of such definition.
(c) The definition of "Investment Property" set forth in Section 1.1 of
the Security Agreement is amended by adding the phrase "provided,
however that "Investment Property" shall not include any general or
limited partnership interests, limited liability company interests,
trust interests, joint ventures interests or any other similar equity
ownership rights arising under the law of any jurisdiction unless such
equity ownership interests or rights constitute Proceeds." to the end
of such definition.
(d) The following sentence shall be added to the end of Section 2.1 of
the Security Agreement: "Notwithstanding the general grant of a
security interest set forth above in this Section 2.1, (i) the security
interest in the oil of Williams Alaska Petroleum, Inc. ("WAPI") that is
transported through the Trans-Alaska Pipeline System shall attach only
at the time such oil is delivered to WAPI through the Trans-Alaska
Pipeline System at the outlet flange measuring device located at North
Pole, Alaska and (ii) Excluded Collateral (as defined in the New Credit
Agreement and the Multiyear Williams Credit Agreement) shall not
constitute Collateral under this Security Agreement."
(e) Section 3.6 of the Security Agreement is hereby amended and
restated in its entirety and replaced with the following:
Section 3.6 Control of Investment Property. Each
Grantor shall take any and all actions reasonably requested by
Collateral Trustee to ensure that Collateral Trustee has a
first priority security interest in (subject only to Permitted
Liens other than the Permitted Liens described in Schedule III
Paragraphs y, gg, and jj from the New Credit Agreement and
Schedule VI Paragraphs y, gg, and jj from the Multiyear
Williams Credit Agreement) and "control" (within the meaning
of Section 8-106 of the UCC) of Collateral constituting
Investment Property and deposit accounts (as defined in the
UCC).
(f) The following Section 3.11 is hereby added to the Security
Agreement:
3.11 Permitted Dispositions. Notwithstanding anything
to the contrary in Section 3 of this Security Agreement, the
Grantors shall not be restricted from completing or permitting
any dispositions that can be completed without violating any
of the following provisions: Sections 5.2(e) and 5.2(f) of the
New Credit Agreement, and Sections 5.02(f) and 5.02(l) of the
Multiyear Williams Credit Agreement.
(g) Section 7.2 of the Security Agreement is hereby amended and
restated in its entirety and replaced with the following:
Section 7.2 Action by Nominees. Notwithstanding
anything to the contrary in this Security Agreement, any and
all of the rights, powers and remedies of Collateral Trustee
under this Security Agreement may be exercised by any
nominee(s) of the Collateral Trustee or any other agent,
person, trustee or nominee acting on behalf of the Collateral
Trustee, and Collateral Trustee may assign or delegate all or
any part of its rights and obligations under this Security
Agreement to any one or more agent(s), person(s), trustee(s)
or other nominee(s).
(h) Section 8.16 of the Security Agreement is hereby amended and
restated in its entirety and replaced with the following:
Section 8.16 Incorporated Definitions and Provisions.
All defined terms and other provisions (including, without
limitation, the amendment provisions), that are incorporated
into this Security Agreement by reference to other agreements
shall incorporate into this Security Agreement the provisions
of such other agreements that exist as of the date hereof;
however, such provisions shall be automatically modified
herein by any amendment or modification that takes place after
the date hereof in such other referenced agreement(s); subject
to the following limitations: (a) no such amendment or
modification shall be effective with respect to this Security
Agreement until Collateral Trustee shall have received a copy
of such amendment or modification and (b) no provision of any
such amendment or modification that imposes any additional
liability, obligation or adverse effect on the Collateral
Trustee shall be effective with respect to this Security
Agreement unless the Collateral Trustee has executed a written
consent to such provision or to the amendment or modification
in which such provision is set forth.
(i) The following Section 8.18 is hereby added to the Security
Agreement:
Section 8.18 Joinder. Pursuant to the terms of the
Credit Documents certain Subsidiaries (hereafter referred to
as the "Joining Subsidiaries") may desire to or be required to
join this Security Agreement as Grantors. In connection with
any such joinder the Joining Subsidiary shall cause to be
executed and delivered (a) a joinder agreement substantially
in the form of the joinder agreement attached hereto as
Schedule IV and (b) authorization documentation, corporate
documentation, perfection documentation and opinion letters
reasonably satisfactory to the Collateral Trustee reflecting
the status of such Joining Subsidiary and the enforceability
of such agreements with respect to such Joining Subsidiary;
provided, however, that the Collateral Trustee shall have no
obligations with respect to the additional Collateral that
results from the addition of a Joining Subsidiary as a Grantor
pursuant to this Security Agreement
prior to the delivery of such additional Collateral, and
Collateral Trustee shall have no duty to solicit the delivery
of any Collateral from any Grantor.
(j) Schedule I to the Security Agreement is hereby amended and restated
in its entirety and replaced with Schedule I attached hereto.
(k) Schedule II to the Security Agreement is hereby amended and
restated in its entirety and replaced with Schedule II attached hereto.
(l) A new Schedule IV to the Security Agreement is hereby added which
is the document attached as Schedule IV hereto.
2. Conditions to Effectiveness. This Amendment shall be deemed effective (the
"Effective Date") upon the satisfaction of the conditions precedent as set out
in Section 3.1 of that certain Amended and Restated Credit Agreement dated as of
October 31, 2002, among Company and the Financial Institutions named therein,
without giving effect to the terms of Section 3.3; provided, however, that the
Collateral Trustee shall have no obligations with respect to the additional
Collateral that results from the addition of Grantors as parties to the Security
Agreement pursuant to this Amendment prior to the delivery of such additional
Collateral, and the Collateral Trustee shall have no duty to solicit the
delivery of any Collateral from any Grantor. Notwithstanding anything to the
contrary herein, any provision or portion of a provision in this Amendment that
is or is determined to be a release of Collateral shall not be effective to
release such Collateral until the Collateral Trustee has received satisfactory
documentation that such release of Collateral is permitted by or has been
properly approved in accordance with the terms of the Collateral Trust
Agreement.
3. Governing Law. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
4. Reference to and Effect on the Security Agreement. The amendments set forth
herein are limited precisely as written and shall not be deemed to be a consent
or waiver to, or modification of any other term or condition in the Security
Agreement or any of the documents referred to therein. Except as expressly
amended and consented hereby, the terms and conditions of the Security Agreement
shall continue in full force and effect, and as amended hereby, the Security
Agreement is ratified and confirmed in all respects. On and after the Effective
Date, the Security Agreement shall be deemed to mean the Security Agreement as
amended hereby.
5. Counterparts. This Amendment may be executed in several counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same agreement.
Schedule I: Schedule I to Security Agreement
Schedule II: Schedule II to Security Agreement
Schedule IV: Form of Joinder Agreement
IN WITNESS WHEREOF, the parties hereto, acting through their duly
authorized representatives, have caused this Amendment to be signed in their
respective names.
THE WILLIAMS COMPANIES, INC.,
as Grantor
By: /s/ James G. Ivey
----------------------------------
Name: James G. Ivey
Title: Treasurer
WORTHINGTON GENERATION, L.L.C.,
as Grantor
By: /s/ William E. Hobbs
----------------------------------
Name: William E. Hobbs
Title: President
WILLIAMS ALASKA PETROLEUM, INC.,
as Grantor
By: /s/ Ralph A. Hill
----------------------------------
Name: Ralph A. Hill
Title: Chief Executive Officer
WILLIAMS ALASKA PIPELINE COMPANY, L.L.C.,
as Grantor
By: /s/ Ralph A. Hill
----------------------------------
Name: Ralph A. Hill
Title: Chief Executive Officer
WILLIAMS REFINING & MARKETING, L.L.C.,
as Grantor
By: /s/ James G. Ivey
----------------------------------
Name: James G. Ivey
Title: Assistant Treasurer
WILLIAMS PETROLEUM SERVICES, LLC,
as Grantor
By: WILLIAMS ENERGY SERVICES, LLC, its sole
member
By: /s/ Phillip D. Wright
-------------------------
Name: Phillip D. Wright
Title: President
WILLIAMS PETROLEUM PIPELINE SYSTEMS,
INC., as Grantor
By: /s/ Ralph A. Hill
---------------------
Name: Ralph A. Hill
Title: Senior Vice President
WILLIAMS MID-SOUTH PIPELINES, LLC,
as Grantor
By: /s/ James G. Ivey
-------------------
Name: James G. Ivey
Title: Assistant Treasurer
WILLIAMS GENERATION COMPANY-
HAZLETON, as Grantor
By: /s/ Ralph A. Hill
------------------
Name: Ralph A. Hill
Title: Vice President
WILLIAMS OLEFINS, L.L.C., as Grantor
By: /s/ James G. Ivey
-------------------
Name: James G. Ivey
Title: Assistant Treasurer
WILLIAMS OLEFINS FEEDSTOCK PIPELINES,
L.L.C., as Grantor
By: /s/ James G. Ivey
-------------------
Name: James G. Ivey
Title: Assistant Treasurer
WILLIAMS NATURAL GAS LIQUIDS, INC.,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WILLIAMS MERCHANT SERVICES COMPANY, INC.,
as Grantor
By: /s/ William E. Hobbs
---------------------
Name: William E. Hobbs
Title: President
WILLIAMS MIDSTREAM NATURAL GAS
LIQUIDS, INC., as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WILLIAMS MEMPHIS TERMINAL, INC.,
as Grantor
By: /s/ James G. Ivey
-------------------
Name: James G. Ivey
Title: Assistant Treasurer
WILLIAMS GULF COAST GATHERING
COMPANY, LLC, as Grantor
By: /s/ James G. Ivey
-------------------
Name: James G. Ivey
Title: Assistant Treasurer
WILLIAMS GP, LLC, as Grantor
By: /s/ Don R. Wellendorf
-------------------------------------
Name: Don R. Wellendorf
Title: President and Chief Executive Officer
WILLIAMS GENERATING MEMPHIS, LLC, as Grantor
By: /s/ James G. Ivey
-------------------
Name: James G. Ivey
Title: Assistant Treasurer
WILLIAMS GAS PROCESSING - WAMSUTTER
COMPANY, as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WILLIAMS GAS PROCESSING COMPANY,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WILLIAMS GAS PROCESSING - MID-CONTINENT
REGION COMPANY, as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WILLIAMS FIELD SERVICES GROUP, INC.,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WILLIAMS FIELD SERVICES COMPANY,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WILLIAMS FIELD SERVICES - MATAGORDA
OFFSHORE COMPANY, LLC, as Grantor
By: /s/ James G. Ivey
-------------------
Name: James G. Ivey
Title: Assistant Treasurer
WILLIAMS EXPRESS, INC. (A DELAWARE CORPORATION),
as Grantor
By: /s/ Ralph A. Hill
-----------------------
Name: Ralph A. Hill
Title: Chief Executive Officer
WILLIAMS EXPRESS, INC. (AN ALASKA CORPORATION),
as Grantor
By: /s/ Ralph A. Hill
-----------------------
Name: Ralph A. Hill
Title: Chief Executive Officer
WILLIAMS ETHANOL SERVICES, INC.,
as Grantor
By: /s/ Paul W. Nelson
-------------------
Name: Paul W. Nelson
Title: Treasurer
WILLIAMS ENERGY SERVICES, LLC,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WILLIAMS BIO-ENERGY, L.L.C., as Grantor
By: /s/ James G. Ivey
--------------------
Name: James G. Ivey
Title: Assistant Treasurer
WILLIAMS ALASKA AIR CARGO PROPERTIES, L.L.C.,
as Grantor
By: WILLIAMS ALASKA PETROLEUM, INC.,
its sole member
By: /s/ Ralph A. Hill
-----------------------
Name: Ralph A. Hill
Title: Chief Executive Officer
WFS-OFFSHORE GATHERING COMPANY, as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WFS-NGL PIPELINE COMPANY, INC.,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WFS-LIQUIDS COMPANY, as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WFS GATHERING COMPANY, L.L.C.,
as Grantor
By: /s/ James G. Ivey
-------------------
Name: James G. Ivey
Title: Assistant Treasurer
WFS ENTERPRISES, INC., as Grantor
By: /s/ Mary Jane Bittick
----------------------
Name: Mary Jane Bittick
Title: Treasurer
WFS - PIPELINE COMPANY, as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
WFS - OCS GATHERING CO., as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
NORTH PADRE ISLAND SPINDOWN, INC.,
AS GRANTOR
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
MEMPHIS GENERATION, L.L.C.,
as Grantor
By: /s/ William E. Hobbs
---------------------
Name: William E. Hobbs
Title: President
MAPL INVESTMENTS, INC.,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
MAPCO INC., as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
LONGHORN ENTERPRISES OF TEXAS, INC.,
as Grantor
By: /s/ Ralph A. Hill
---------------------
Name: Ralph A. Hill
Title: Senior Vice President
JUAREZ PIPELINE COMPANY,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
HI-BOL PIPELINE COMPANY,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
GOEBEL GATHERING COMPANY, L.L.C.,
as Grantor
By: /s/ James G. Ivey
-------------------
Name: James G. Ivey
Title: Assistant Treasurer
GAS SUPPLY, L.L.C., as Grantor
By: /s/ Ralph A. Hill
------------------
Name: Ralph A. Hill
Title: Senior Vice President
BLACK MARLIN PIPELINE COMPANY,
as Grantor
By: /s/ Alan S. Armstrong
----------------------
Name: Alan S. Armstrong
Title: Senior Vice President
Each of the entities reflected on the following ten (10) pages is executing this
Amendment 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.
CITICORP USA, INC., as Agent and
Collateral Agent
By /s/ Todd J. Mogil
Name: Todd J. Mogil
Title: Vice President
BANKS AND ISSUING BANKS:
CITICORP N.A., AS ISSUING BANK
By /s/ Todd J. Mogil
Name: Todd J. Mogil
Title: Attorney-in-Fact
CITICORP USA, INC.
By /s/ Todd J. Mogil
Name: Todd J. Mogil
Title: Vice President
THE BANK OF NOVA SCOTIA
By: /s/ N. Bell
Name: N. Bell
Title: Senior Manager
BANK OF AMERICA N.A., as Issuing Bank and Bank
By: /s/ Claire Liu
Name: Claire 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/ O. Audermard
Name: O. Audermard
Title: Senior Vice President
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
Each of the entities reflected on the following pages is
executing this Amendment as a Financial Institution party to the First Amended
and Restated Credit Agreement, dated of October 31, 2002, among the Company,
Northwest Pipeline Corporation, Transcontinental Gas Pipeline Corporation, Texas
Gas Transmission and the Financial Institutions named therein:
AGENT:
CITICORP USA, INC., as Agent
By /s/ Todd J. Mogil
Name: Todd J. Mogil
Title: Vice President
CO-SYNDICATION AGENTS:
JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK), as
Co-Syndication Agent
By: /s/ Robert W. Traband
Name: Robert W. Traband
Title: Vice President
COMMERZBANK AG,
as Co-Syndication Agent
By /s/ Harry Yergey
Name: Harry Yergey
Title: Senior Vice Pres. and Manager
By /s/ Brian Campbell
Name: Brian Campbell
Title: Senior Vice President
CREDIT LYONNAIS NEW YORK BRANCH
as Documentation Agent
By /s/ O. Audemard
Name: O. Audemard
Title: Senior Vice President
BANKS:
CITICORP USA, INC.
By /s/ Todd J. Mogil
Name: Todd J. Mogil
Title: Vice President
CITICORP N.A., as Collateral Trustee
By /s/ Camille Tamao
Name: Camille Tamao
Title: Vice President
BANK OF AMERICA, N.A.
By /s/ Claire Liu
Name: Claire Liu
Title: Managing Director
BANK ONE, N.A. (MAIN OFFICE - CHICAGO)
By /s/ Jeanie C. Gonzalez
Name: Jeanie C. Gonzalez
Title: Director
JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK)
By /s/ Robert W. Traband
Name: Robert W. Traband
Title: Vice President
COMMERZBANK AG
NEW YORK AND GRAND CAYMAN
BRANCHES
By /s/ Brian J. Campbell
Name: Brian J. Campbell
Title: Senior Vice President
By /s/ W. David Suttles
Name: W. David Suttles
Title: Vice President
CREDIT LYONNAIS NEW YORK BRANCH
By /s/ O. Audermard
Name: O. Audermard
Title: Senior Vice President
NATIONAL WESTMINSTER, PLC
By: /s/ Charles Greer
Name: Charles Greer
Title: Senior Vice President
ABN AMRO BANK, N.V.
By /s/ Frank R. Russo, Jr.
Name: Frank R. Russo, Jr.
Title: Group Vice President
By /s/ Jeffrey G. White
Name: Jeffrey G. White
Title: Vice President
BANK OF MONTREAL
By /s/ Mary Lee Latta
Name: Mary Lee Latta
Title: Director
THE BANK OF NEW YORK
By /s/ Raymond J. Palmer
Name: Raymond J. Palmer
Title: Vice President
BARCLAYS BANK PLC
By /s/ Nicholas A. Bell
Name: Nicholas A. Bell
Title: Director, Loan Transaction Management
CIBC INC.
By /s/ George Knight
Name: George Knight
Title: Managing Director
CIBC World Markets Corp. As Agent
CREDIT SUISSE FIRST BOSTON
By /s/ James P. Moran
Name: James P. Moran
Title: Director
By /s/ Ian W. Nalitt
Name: Ian W. Nalitt
Title: Associate
ROYAL BANK OF CANADA
By /s/ Peter Barnes
Name: Peter Barnes
Title: Senior Manager
THE BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By /s/ Kelton Glasscock
Name: Kelton Glasscock
Title: Vice President and Manager
By /s/ Jay Fort
Name: Jay Fort
Title: Vice President
FLEET NATIONAL BANK
f/k/a Bank Boston, N.A.
By /s/ Matthew W. Speh
Name: Matthew W. Speh
Title: Authorized Officer
SOCIETE GENERALE, SOUTHWEST AGENCY
By /s/ J. Douglas McMurrey, Jr.
Name: J. Douglas McMurrey, Jr.
Title: Managing Director
TORONTO DOMINION (TEXAS), INC.
By /s/ Jill Hall
Name: Jill Hall
Title: Vice President
UBS AG, STAMFORD BRANCH
By: /s/ Kelly Smith
Name: Kelly Smith
Title: Director
By: /s/ Robert Reuter
Name: Robert Reuter
Title: Executive Director
WELLS FARGO BANK TEXAS, N.A.
By /s/ J. Alan Alexander
Name: J. Alan Alexander
Title: Vice President
WESTLB AG, NEW YORK BRANCH
By: /s/ Salvatore Battinelli
Name: Salvatore Battinelli
Title: Managing Director
Credit Department
By /s/ Duncan M. Robertson
Name: Duncan M. Robertson
Title: Director
CREDIT AGRICOLE INDOSUEZ
By /s/ Larry Materi
Name: Larry Materi
Title: Vice President
By /s/ Paul A. Dytrych
Name: Paul A. Dytrych
Title: Vice President
Senior Relationship Manager
SUNTRUST BANK
By /s/ Steven J. Newby
Name: Steven J. Newby
Title: Director
ARAB BANKING CORPORATION (B.S.C.)
By /s/ Robert J. Ivosevich
Name: Robert J. Ivosevich
Title: Deputy General Manager
By /s/ Barbara C. Sanderson
Name: Barbara C. Sanderson
Title: VP Head of Credit
BNP PARIBAS, HOUSTON AGENCY
By /s/ Larry Robinson
Name: Larry Robinson
Title: Vice President
By /s/ Mark A. Cox
Name: Mark A. Cox
Title: Director
DZ BANK AG DEUTSCHE
ZENTRALGENOSSENSCHAFTSBANK, NEW YORK
BRANCH
By /s/ Mark K. Connelly
Name: Mark K. Connelly
Title: Vice President
By /s/ Richard W. Wilbert
Name: Richard W. Wilbert
Title: Vice President
KBC BANK N.V.
By: /s/ Michael V. Curran
Name: Michael V. Curran
Title: First Vice President
By: /s/ Diane M. Grimmig
Name: Diane M. Grimmig
Title: First Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ David E. Humphreys
Name: David E. Humphreys
Title: Vice President
MIZUHO CORPORATE BANK, LTD
By /s/ Jacques Azagury
Name: Jacques Azagury
Title: Senior Vice President and Manager
SUMITOMO MITSUI BANKING CORPORATION
By /s/ Leo E. Pagarigan
Name: Leo E. Pagarigan
Title: Senior Vice President
COMMERCE BANK, N.A.
By /s/ Dennis R. Block
Name: Dennis R. Block
Title: Senior Vice President
SCHEDULE I
TO
SECURITY AGREEMENT
STATE OF ORGANIZATION AND ADDRESSES OF GRANTORS
<Table>
<Caption>
Entity Principal Address State of
Incorporation
-------------------------------------- ----------------------------------------- --------------
Black Marlin Pipeline Company One Williams Center, Tulsa, OK 74172 TX
Gas Supply, L.L.C. One Williams Center, Tulsa, OK 74172 DE
Goebel Gathering Company, L.L.C. One Williams Center, Tulsa, OK 74172 DE
HI-BOL Pipeline Company One Williams Center, Tulsa, OK 74172 DE
Juarez Pipeline Company One Williams Center, Tulsa, OK 74172 DE
Longhorn Enterprises of Texas, Inc. One Williams Center, Tulsa, OK 74172 DE
MAPCO Inc. One Williams Center, Tulsa, OK 74172 DE
MAPL Investments, Inc. One Williams Center, Tulsa, OK 74172 DE
Memphis Generation, L.L.C. One Williams Center, Tulsa, OK 74172 DE
North Padre Island Spindown, Inc. One Williams Center, Tulsa, OK 74172 DE
The Williams Companies, Inc. One Williams Center, Tulsa, OK 74172 DE
WFS Enterprises, Inc. One Williams Center, Tulsa, OK 74172 DE
WFS Gathering Company, L.L.C. One Williams Center, Tulsa, OK 74172 DE
WFS-Liquids Company One Williams Center, Tulsa, OK 74172 DE
WFS-NGL Pipeline Company, Inc. One Williams Center, Tulsa, OK 74172 DE
WFS-OCS Gathering Co. One Williams Center, Tulsa, OK 74172 DE
</Table>
<Table>
<Caption>
Entity Principal Address State of
Incorporation
-------------------------------------- ----------------------------------------- --------------
WFS-Offshore Gathering Company One Williams Center, Tulsa, OK 74172 DE
WFS - Pipeline Company One Williams Center, Tulsa, OK 74172 DE
Williams Alaska Air Cargo Properties, L.L.C. One Williams Center, Tulsa, OK 74172 AK
Williams Alaska Petroleum, Inc. One Williams Center, Tulsa, OK 74172 AK
Williams Alaska Pipeline Company, L.L.C. One Williams Center, Tulsa, OK 74172 DE
Williams Bio-Energy, LLC One Williams Center, Tulsa, OK 74172 DE
Williams Energy Services, LLC One Williams Center, Tulsa, OK 74172 DE
Williams Ethanol Services, Inc. 1300 South Second Street, Pekin, IL 61554 DE
Williams Express, Inc. (AK) One Williams Center, Tulsa, OK 74172 AK
Williams Express, Inc. (DE) One Williams Center, Tulsa, OK 74172 DE
Williams Field Services Company P.O. Box 3102, Tulsa, OK 74101 DE
Williams Field Services Group, Inc. P.O. Box 3102, Tulsa, OK 74101 DE
Williams Field Services-Matagorda Offshore One Williams Center, Tulsa, OK 74172 DE
Company, LLC
Williams Gas Processing Company P.O. Box 3102 Tulsa, OK 74101 DE
Williams Gas Processing - Mid Continent One Williams Center, Tulsa, OK 74172 DE
Region Company
</Table>
<Table>
<Caption>
Entity Principal Address State of
Incorporation
-------------------------------------- ----------------------------------------- --------------
Williams Gas Processing -Wamsutter Company One Williams Center, Tulsa, OK 74172 DE
Williams Generating Memphis, LLC One Williams Center, Tulsa, OK 74172 DE
Williams Generation Company - Hazleton One Williams Center, Tulsa, OK 74172 DE
Williams GP LLC One Williams Center, Tulsa, OK 74172 DE
Williams Gulf Coast Gathering Company, LLC One Williams Center, Tulsa, OK 74172 DE
Williams Memphis Terminal, Inc. One Williams Center, Tulsa, OK 74172 DE
Williams Merchant Services Company, Inc One Williams Center, Tulsa, OK 74172 DE
Williams Mid-South Pipelines, LLC One Williams Center, Tulsa, OK 74172 DE
Williams Midstream Natural Gas Liquids, Inc. One Williams Center, Tulsa, OK 74172 DE
Williams Natural Gas Liquids, Inc. One Williams Center, Tulsa, OK 74172 DE
Williams Olefins Feedstock Pipelines, L.L.C. One Williams Center, Tulsa, OK 74172 DE
Williams Olefins, L.L.C. One Williams Center, Tulsa, OK 74172 DE
Williams Petroleum Pipeline Systems, Inc. One Williams Center, Tulsa, OK 74172 DE
Williams Petroleum Services, LLC One Williams Center, Tulsa, OK 74172 DE
</Table>
<Table>
<Caption>
Entity Principal Address State of
Incorporation
-------------------------------------- ----------------------------------------- --------------
Williams Refining & Marketing, L.L.C. One Williams Center, Tulsa, OK 74172 DE
Worthington Generation, L.L.C. One Williams Center, Tulsa, OK 74172 DE
</Table>
SCHEDULE II
TO
SECURITY AGREEMENT
REQUIRED FINANCING STATEMENT FILINGS
<Table>
<Caption>
Entity UCC Central Filing Offices of the Secretary of
State for the Following
States
------------------------------------------- ----------------------------------------------
1. Black Marlin Pipeline Company TX
2. Gas Supply, L.L.C. DE
3. Goebel Gathering Company, L.L.C. DE
4. HI-BOL Pipeline Company DE
5. Juarez Pipeline Company DE
6. Longhorn Enterprises of Texas, Inc. DE
7. MAPCO Inc. DE
8. MAPL Investments, Inc. DE
9. Memphis Generation, L.L.C. DE
10. North Padre Island Spindown, Inc. DE
11. The Williams Companies, Inc. DE
12. WFS Enterprises, Inc. DE
13. WFS Gathering Company, L.L.C. DE
14. WFS-Liquids Company DE
15. WFS-NGL Pipeline Company, Inc. DE
</Table>
<Table>
<Caption>
Entity UCC Central Filing Offices of the Secretary of
State for the Following
States
------------------------------------------- ----------------------------------------------
16. WFS-OCS Gathering Co. DE
17. WFS-Offshore Gathering Company DE
18. WFS Pipeline Company DE
19. Williams Alaska Air Cargo Properties, L.L.C. AK
20. Williams Alaska Petroleum, Inc. AK
21. Williams Alaska Pipeline Company, L.L.C. DE
22. Williams Bio-Energy, LLC DE
23. Williams Energy Services, LLC DE
24. Williams Ethanol Services, Inc. DE
25. Williams Express, Inc. (AK) AK
26. Williams Express, Inc. (DE) DE
27. Williams Field Services Company DE
28. Williams Field Services Group, Inc. DE
29. Williams Field Services-Matagorda Offshore DE
Company, LLC
30. Williams Gas Processing Company DE
31. Williams Gas Processing - Mid Continent DE
Region Company
</Table>
<Table>
<Caption>
Entity UCC Central Filing Offices of the Secretary of
State for the Following
States
------------------------------------------- ----------------------------------------------
32. Williams Gas Processing -Wamsutter Company DE
33. Williams Generating Memphis, LLC DE
34. Williams Generation Company - Hazleton DE
35. Williams GP LLC DE
36. Williams Gulf Coast Gathering Company, LLC DE
37. Williams Memphis Terminal, Inc. DE
38. Williams Merchant Services Company, Inc DE
39. Williams Mid-South Pipelines, LLC DE
40. Williams Midstream Natural Gas Liquids, Inc. DE
41. Williams Natural Gas Liquids, Inc. DE
42. Williams Olefins Feedstock Pipelines, L.L.C. DE
43. Williams Olefins, L.L.C. DE
44. Williams Petroleum Pipeline Systems, Inc. DE
45. Williams Petroleum Services, LLC DE
46. Williams Refining & Marketing, L.L.C. DE
</Table>
<Table>
<Caption>
Entity UCC Central Filing Offices of the Secretary of
State for the Following
States
------------------------------------------- ----------------------------------------------
47. Worthington Generation, L.L.C. DE
</Table>
SCHEDULE IV
TO
SECURITY AGREEMENT
FORM OF JOINDER AGREEMENT
JOINDER AGREEMENT
(name of joining subsidiary)
[ , ]
--------- -----
[Joining Subsidiary], a [_________ corporation] (the "Subsidiary"),
hereby agrees with (a) CITIBANK, N.A., as collateral trustee for the benefit of
the holders of the Secured Obligations, (b) THE WILLIAMS COMPANIES, INC., a
Delaware corporation (the "Company") and (c) the other parties to the Security
Documents (as defined below), as follows:
All capitalized terms used herein and not defined herein shall have the
meanings ascribed to such terms in the Amended and Restated Credit Agreement,
dated as of October 31, 2002, by and among The Williams Companies, Inc., the
various lenders as are or may become parties thereto; the Issuing Banks, and
Citicorp USA, Inc., as Agent and Collateral Agent (as further amended, modified,
supplemented, renewed, extended or restated from time to time, the "Credit
Agreement").
In accordance with the terms of the [Security Agreement, Pledge
Agreement and Collateral Trust Agreement] (collectively, the "Security
Documents"), the Subsidiary hereby (a) [joins the Security Agreement as a party
thereto and assumes all the obligations of a Grantor (as defined in the Security
Agreement) under the Security Agreement], (b) [joins the Pledge Agreement as a
party thereto and assumes all the obligations of a Pledgor (as defined in the
Pledge Agreement) under the Pledge Agreement], (c) [joins the Collateral Trust
Agreement as a party thereto and assumes all the obligations of a Debtor (as
defined in the Collateral Trust Agreement) under the Collateral Trust
Agreement], (d) agrees to be bound by the provisions of the Security Documents
as if the Subsidiary had been an original party to the Security Documents, and
(e) confirms that, after joining the Security Documents as set forth above, the
representations and warranties set forth in each of the Credit Documents with
respect to the Subsidiary are true and correct in all material respects as of
the date of this Joinder Agreement.
For purposes of notices under the Security Documents, the notice
address for the Subsidiary may be given to the Subsidiary by providing notice
addressed to [Subsidiary's Name] c/o The Williams Companies, Inc., in any manner
that notice is permitted to be given to the Company pursuant to the terms of the
Credit Agreement.
[Schedule I and Schedule II to the Security Agreement are hereby
supplemented with the information set forth on Exhibit I to this Joinder
Agreement.]
[Schedule I and Schedule II to the Pledge Agreement are hereby
supplemented with the information regarding the Subsidiary set forth on Exhibit
II to this Joinder Agreement.]
THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL
AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES.
IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as
of the ___ day of ____________, _____.
[Joining Subsidiary]
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------