EXHIBIT 10.6
EXECUTION COPY
FIRST AMENDMENT TO GUARANTY BY
WILLIAMS GAS PIPELINE COMPANY, LLC
This First Amendment dated as of October 31, 2002 (this "Amendment") to
the Guaranty dated as of July 31, 2002 (as amended and modified from time to
time, the "Guaranty"), is executed by Williams Gas Pipeline Company, LLC (the
"Guarantor"), in favor of the Financial Institutions. All capitalized terms used
herein and not otherwise defined shall have the meanings ascribed to such terms
in the Guaranty.
WITNESSETH:
WHEREAS, the parties hereto have agreed to amend certain provisions of
the Guaranty;
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
Guaranty is hereby amended as follows:
1. Amendments.
(a) The second sentence of the first paragraph of the Guaranty is
amended by deleting such paragraph and replacing it in its entirety
with the following:
"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., The Bank of Nova Scotia and Bank of America N.A. as
issuing banks, Salomon Smith Barney Inc., as arranger, and the
banks named therein (as the same may be modified, replaced,
refinanced, amended or supplemented from time to time, the
"New Credit Agreement").
(b) Paragraph "A" of the Introduction to the Guaranty is amended by
deleting such paragraph and replacing it in its entirety with the
following:
"The Company and/or its Subsidiaries (i) have entered into
certain financing transactions with, and (ii) prior to the
date hereof, have caused certain existing letters of credit to
be issued by, certain agents, lenders, financial institutions
and other investors (such agents, 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 III
-1-
attached hereto (collectively, the "Financial Institutions");
provided, however, except as expressly noted on Schedule III,
neither the Company nor any of its Subsidiaries shall be a
deemed a "Financial Institution". 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, the
"Credit Documents"). "Borrowers" as used herein shall mean the
borrowers or guarantors under any one or more of the Credit
Documents."
(c) Section 6(e) of the Guaranty is hereby amended by deleting such
Section and replacing it in its entirety with the following:
"The Guarantor will not create, incur, assume or suffer to
exist, or permit any of its Subsidiaries to create, incur,
assume or suffer to exist, any Debt, except that Guarantor and
its Subsidiaries may create, incur, assume and suffer to exist
Debt: (i) which constitutes unsecured intercompany
Indebtedness of the Guarantor or any of its Subsidiaries to
the Company or to any Subsidiary of the Company, provided that
such intercompany Indebtedness (x) was incurred or is incurred
in the ordinary course of the business of the Guarantor or any
Subsidiary and (y) is expressly subordinated to the Guaranteed
Obligations (intercompany indebtedness that meets all of the
requirements of this clause (i) is referred to in this
Guaranty as "Acceptable Intercompany Indebtedness") or (ii) to
the extent permitted by the Credit Documents (including,
without limitation, Debt existing as of July 31, 2002, that is
permitted pursuant to Section 5.2(p) of the New Credit
Agreement or 5.02(p) of the Multiyear Williams Credit
Agreement)."
(d) Section 6(f) of the Guaranty is hereby amended by deleting such
Section and replacing it in its entirety with the following:
"The Guarantor will not create, incur, assume or suffer to
exist any obligation or liability other than (i) Debt
permitted under clause (i) of Section 6(e) above, (ii) this
Guaranty, (iii) obligations or liabilities that are listed on
Schedule II hereto, (iv) contractual obligations in the nature
of indemnities or guaranties of performance entered into in
the ordinary course of business in connection with the
disposition of Subsidiaries or assets of Subsidiaries and (v)
other obligations not exceeding $100,000 in the aggregate."
(e) Section 6(h) of the Guaranty is hereby amended by deleting such
Section and replacing it in its entirety with the following:
-2-
"Except to the extent expressly permitted by the New Credit
Agreement, the Guarantor will not sell, issue or otherwise
dispose of, or create, assume, incur of suffer to exist any
Lien on or in respect of, or permit any of its Subsidiaries to
sell, issue or otherwise dispose of or create, assume, incur
or suffer to exist any Lien on or in respect of, any Equity
Interests or any direct or indirect interest in any Equity
Interests in any Important Subsidiary. As used herein
"Important Subsidiary" means (i) any Subsidiary of the
Guarantor with assets having a book value of $1,000,000,000 or
more, other than Williams Gas Pipelines Central, Inc. (ii) any
Subsidiary of the Guarantor, other than Williams Gas Pipelines
Central, Inc., that itself (on an unconsolidated, stand alone
basis) owns in excess of 5% of the book value of the
Consolidated Assets of the Guarantor and its Consolidated
Subsidiaries and (iii) each of TGPL, TGT, and NWP. "TGPL",
"TGT", and "NWP" are used herein as defined in the Multiyear
Williams Credit Agreement."
(f) Section 6(i) of the Guaranty is hereby amended by inserting the
following phrase at the beginning such Section:
"Other than with respect to Acceptable Intercompany
Indebtedness owing by the Borrower or by any Subsidiary of the
Borrower to the Guarantor or any of its Subsidiaries,".
(g) Section 8.01 of the Guaranty is hereby amended and restated in its
entirety and replaced with the following:
8.01. Amendments, Etc. Any amendment or waiver to this
Guaranty shall be effective only if approved by Financial
Institutions holding at least 51% of the principal amount of
the Guaranteed Obligations at the time thereof and 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.
(h) Section 8.06 of the Guaranty is hereby amended and restated in its
entirety and replaced with the following:
"Section 8.06 Incorporated Definitions and Provisions. All
defined terms and other provisions that are incorporated into
this Guaranty by reference to other agreements shall
incorporate into this Guaranty 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)."
-3-
(i) Schedule I to the Guaranty is hereby amended and restated in its
entirety with Schedule I attached hereto.
(j) A new Schedule II to the Guaranty and a new Schedule III to the
Guaranty are hereby added which are the documents attached as Schedule
II and Schedule III hereto.
2. Representations and Warranties. Guarantor hereby restates as of even date
herewith all of the representations and warranties contained in Section 5 of the
Guaranty.
3. 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.
4. Governing Law. This Amendment shall be governed by, and construed and
enforced in accordance with, the laws of the State of New York.
5. Reference to and Effect on the Guaranty. 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 Guaranty or any of the
documents referred to therein. Except as expressly amended and consented hereby,
the terms and conditions of the Guaranty shall continue in full force and
effect, and as amended hereby, the Guaranty is ratified and confirmed in all
respects. On and after the Effective Date, the Guaranty shall be deemed to mean
the Guaranty as amended hereby.
6. 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 Guaranty
Schedule II: Schedule II to Guaranty
Schedule III: Schedule III to Guaranty
-4-
IN WITNESS WHEREOF, the parties hereto, acting through their duly
authorized representatives, have caused this Amendment to be signed in their
respective names.
Williams Gas Pipeline Company, LLC,
as Guarantor
By: /s/ James G. Ivey
--------------------------------------
Name: James G. Ivey
------------------------------------
Title: Assistant Treasurer
------------------------------------
[FINANCIAL INSTITUTIONS]
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:
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. 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 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., 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. 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
CERTAIN OBLIGATIONS
Obligations arising from that certain GSX Project Agreement dated April 23, 2001
among GSX Canada Limited Partnership, Georgia Strait Crossing Pipeline LP,
British Columbia Hydro and Power Authority, and Williams Gas Pipeline Company,
LLC, as amended from time to time, and agreements related thereto, not to exceed
$3 million in the aggregate outstanding at any time.
SCHEDULE III
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 and Guaranteed Parties as parties to or beneficiaries of that
certain Parent Support Agreement dated as of December 23, 1998 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"), and related
transaction documents. Capitalized terms used but not otherwise defined
in this paragraph 1 have the meanings ascribed in the Castle Parent
Support Agreement.
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 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
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Total Royal Bank of Canada $ 5,711,778 3.8% $ 547,000
TORONTO DOMINION
1699 $ 10,860,000 12/28/2000 12/28/2005
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Total Toronto Dominion $ 10,860,000 7.2% $ 1,024,000
WELLS FARGO
NMS232199 $ 40,000 2/2/1995 2/2/2003
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Total Wells Fargo $ 40,000 0.0% $ 4,000
$ 150,671,510 100% $ 17,861,000
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</Table>