Exhibit 10.3
FIRST AMENDMENT TO TERM LOAN AGREEMENT
FIRST AMENDMENT, dated as of February 25, 2004 (this "First
Amendment"), with Lehman Brothers Inc., as sole advisor, sole lead arranger and
sole book runner, to the Term Loan Agreement, dated as of May 30, 2003 (as
amended by this First Amendment and as otherwise amended, supplemented or
modified from time to time, the "Credit Agreement"), among Williams Production
Holdings LLC, a Delaware limited liability company ("Holdings"), Williams
Production RMT Company, a Delaware corporation (the "Borrower"), the several
banks and other financial institutions or entities from time to time parties
thereto as lenders (the "Lenders"), Lehman Brothers Inc. and Banc of America
Securities LLC, as joint advisors, joint lead arrangers and joint book runners,
Citicorp USA, Inc. and JPMorgan Chase Bank, as co-syndication agents, Bank of
America, N.A., as documentation agent, and Lehman Commercial Paper Inc., as
administrative agent for the Lenders (in such capacity, the "Administrative
Agent").
WITNESSETH:
WHEREAS, Holdings and the Borrower have requested that the
Administrative Agent and each of the Lenders agree to amend certain provisions
of the Credit Agreement;
WHEREAS, such amendments include adding a Tranche C Term Loan
Facility (as defined below) and using the proceeds thereof to prepay the
existing Term Loans;
WHEREAS, for ease of reference and documentation, this First
Amendment redefines the existing Term Loans (and related definitions) as Tranche
B Term Loans (and comparable related definitions); and
WHEREAS, the Administrative Agent and the Lenders are willing to
agree to the requested amendments, but only upon the terms and conditions set
forth herein;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and in consideration of the
premises contained herein, the parties hereto agree as follows:
1. Defined Terms. Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to such terms in the Credit
Agreement.
2. Amendment to Subsection 1.1 (Defined Terms). (a) Subsection
1.1 of the Credit Agreement is hereby amended by deleting the defined term "Term
Loan Percentage".
(b) Subsection 1.1 of the Credit Agreement is hereby amended by
(i) deleting the defined terms "Applicable Margin", "Consolidated Interest
Expense", "Facility", "Term Loan", and "Term Loan Commitment" and (ii)
substituting in lieu thereof the following definitions:
"`Applicable Margin': (a) with respect to Tranche B Term Loans, a
rate per annum equal to 2.75% for Base Rate Loans and a rate per annum
equal to 3.75% for Eurodollar Loans, and (b) with respect to Tranche C
Term Loans, a rate per annum equal to 1.50% for Base Rate Loans and a rate
per annum equal to 2.50% for Eurodollar Loans, provided, that at any time
after the First Amendment Effective Date, and so long as, the Facility is
assigned a senior secured credit rating of Ba3 or better from Moody's, the
rate per annum with respect to Tranche C Term Loans shall be equal to
1.25% for Base Rate Loans and 2.25% for Eurodollar Loans. Each change in
the Applicable Margin pursuant to the proviso above shall be effective on
the date of the public announcement of such senior secured credit rating
by Moody's."
"`Consolidated Interest Expense': of any Person for any period, the
sum (without duplication) of (i) total cash interest expense (including
that attributable to Capital Lease Obligations) of such Person and its
Subsidiaries for such period with respect to all outstanding Indebtedness
(other than the RMT Senior Notes) of such Person and its Subsidiaries
(including, without limitation, all commissions, discounts and other fees
and charges owed by such Person with respect to letters of credit and
bankers' acceptance financing and net costs of such Person under Hedge
Agreements in respect of interest rates to the extent such net costs are
allocable to such period in accordance with GAAP, and excluding all fees
and expenses incurred in connection with this Agreement), provided that
for the fiscal quarters ending September 30, 2003, December 31, 2003 and
March 31, 2004, the amount of "Consolidated Interest Expense" pursuant to
this clause (i) for the relevant period shall be deemed to equal such
amount for such fiscal quarter (and each fiscal quarter commencing on or
after July 1, 2003) multiplied by 4, 2 and 4/3, respectively, plus (ii)
total accrued interest expense of such Person and its Subsidiaries for
such period with respect to the RMT Senior Notes."
"`Facility': each of (a) the Tranche B Term Loan Commitments and the
Tranche B Term Loans made thereunder (the "Tranche B Term Loan Facility"),
and (b) the Tranche C Term Loan Commitments and the Tranche C Term Loans
made thereunder (the "Tranche C Term Loan Facility")."
"`Term Loan Commitment': with respect to any Lender at any time, the
Tranche B Term Loan Commitments or the Tranche C Term Loan Commitments of
such Lender at such time."
"`Term Loans': the collective reference to the Tranche B Term Loans
and the Tranche C Term Loans."
(c) The definition of "Disqualified Stock" in subsection 1.1 of
the Credit Agreement is hereby amended by inserting the phrase "Tranche C" in
the fifth line of such definition immediately before the words "Maturity Date".
(d) The definition of "Interest Period" in subsection 1.1 of the
Credit Agreement is hereby amended by deleting paragraph (2) in the proviso to
such definition in its entirety and substituting in lieu thereof the following:
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"(2) any Interest Period that would otherwise extend beyond the
date final payment is due on the Tranche B Term Loans or the Tranche C
Term Loans, as the case may be, shall end on such due date, as applicable;
and"
(e) Subsection 1.1 of the Credit Agreement is hereby amended by
adding alphabetically therein the following definitions:
"'First Amendment': the First Amendment to this Agreement dated as
of February 25, 2004."
"'First Amendment Effective Date': as defined in the First
Amendment."
"'Lender Consent': as defined in the First Amendment."
"'Tranche B Term Loan': as defined in Section 2.1(a)."
"'Tranche B Term Loan Commitment': as to any Tranche B Term Loan
Lender, the obligation of such Lender, if any, to have made on the Closing
Date a Tranche B Term Loan to the Borrower hereunder in a principal amount
not to exceed the amount set forth under the heading "Term Loan
Commitment" opposite such Lender's name on Schedule 1 to the Lender
Addendum delivered by such Lender, or, as the case may be, in the
Assignment and Acceptance pursuant to which such Lender became a party
hereto, as the same may be changed from time to time pursuant to the terms
hereof. The original aggregate amount of the Tranche B Term Loan
Commitments is $500,000,000."
"'Tranche B Term Loan Facility': as defined in the definition of
"Facility" in this Section 1.1."
"'Tranche B Term Loan Lender': each Lender that has a Tranche B Term
Loan Commitment or is a holder of a Tranche B Term Loan."
"'Tranche B Term Loan Percentage': as to any Tranche B Term Loan
Lender at any time, the percentage which such Lender's Tranche B Term Loan
Commitment then constitutes of the aggregate Tranche B Term Loan
Commitments (or, at any time after the Closing Date, the percentage which
the aggregate principal amount of such Lender's Tranche B Term Loans then
outstanding constitutes of the aggregate principal amount of the Tranche B
Term Loans then outstanding)."
"'Tranche C Maturity Date': May 30, 2008."
"'Tranche C Term Loan': as defined in Section 2.1(b)."
"'Tranche C Term Loan Commitment': as to any Tranche C Term Loan
Lender, the obligation of such Lender, if any, on the First Amendment
Effective Date to make a Tranche C Term Loan or convert all or a portion
of its Tranche B Term Loans to Tranche C Term Loans to the Borrower
hereunder in a principal amount not to exceed the amount set forth under
the heading "Tranche C Term Loan Commitment" opposite such Lender's name
on Schedule 1 to the Lender Consent delivered by such Lender, or, as the
case may
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be, in the Assignment and Acceptance pursuant to which such Lender became
a party hereto, as the same may be changed from time to time pursuant to
the terms hereof. The original aggregate amount of the Tranche C Term Loan
Commitments is $497,500,000."
"'Tranche C Term Loan Facility': as defined in the definition of
"Facility" in this Section 1.1."
"'Tranche C Term Loan Lender': each Lender that has a Tranche C Term
Loan Commitment or is a holder of a Tranche C Term Loan."
"'Tranche C Term Loan Percentage': as to any Tranche C Term Loan
Lender at any time, the percentage which such Lender's Tranche C Term Loan
Commitment then constitutes of the aggregate Tranche C Term Loan
Commitments (or, at any time after the First Amendment Effective Date, the
percentage which the aggregate principal amount of such Lender's Tranche C
Term Loans then outstanding constitutes of the aggregate principal amount
of the Tranche C Term Loans then outstanding)."
3. Amendment to Subsection 2.1 (Term Loan Commitments).
Subsection 2.1 of the Credit Agreement is hereby amended by (a) amending all
references therein (i) from "Lender" to "Tranche B Term Loan Lender", (ii) from
"Lenders" to "Tranche B Term Loan Lenders", (iii) from "Term Loan" to "Tranche B
Term Loan", (iv) from "Term Loans" to "Tranche B Term Loans" and (v) from "Term
Loan Commitment" to "Tranche B Term Loan Commitment", (b) identifying the
existing paragraph therein as paragraph "(a)", and (c) adding to such subsection
at the end thereof the following:
"(b) Subject to the terms and conditions hereof, the Tranche C Term
Loan Lenders severally agree to make term loans (each, a "Tranche C Term
Loan") to the Borrower on the First Amendment Effective Date in an amount
for each Tranche C Term Loan Lender not to exceed the amount of the
Tranche C Term Loan Commitment of such Tranche C Term Loan Lender. The
Tranche C Term Loans may from time to time be Eurodollar Loans or Base
Rate Loans, as determined by the Borrower and notified to the
Administrative Agent in accordance with Sections 2.2 and 2.8."
4. Amendment to Subsection 2.2 (Procedure for Term Loan
Borrowing). Subsection 2.2 of the Credit Agreement is hereby amended by (a)
amending all references therein (i) from "Lender" to "Tranche B Term Loan
Lender", (ii) from "Lenders" to "Tranche B Term Loan Lenders", (iii) from "Term
Loan" to "Tranche B Term Loan", and (iv) from "Term Loans" to "Tranche B Term
Loans", (b) identifying the existing paragraph therein as paragraph "(a)", and
(c) adding to such subsection at the end thereof the following:
"(b) The Borrower shall deliver to the Administrative Agent a
Borrowing Notice (which Borrowing Notice must be received by the
Administrative Agent prior to 10:00 A.M., New York City time, one Business
Day prior to the First Amendment Effective Date) requesting that the
Tranche C Term Loan Lenders make the Tranche C Term Loans (or convert
Tranche B Term Loans to Tranche C Term Loans) on the First Amendment
Effective Date. The Tranche C Term Loans made on the First Amendment
Effective Date initially shall be Eurodollar Loans. Upon receipt of such
Borrowing Notice the
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Administrative Agent shall promptly notify each Tranche C Term Loan Lender
thereof. Not later than 12:00 Noon, New York City time, on the First
Amendment Effective Date, each Tranche C Term Loan Lender shall make
available to the Administrative Agent at the Funding Office an amount in
immediately available funds equal to the Tranche C Term Loan or Tranche C
Term Loans to be made by such Tranche C Term Loan Lender (or notify the
Administrative Agent to convert an equal aggregate principal amount of
Tranche B Term Loans held by such Tranche C Term Loan Lender to Tranche C
Term Loans). The Administrative Agent shall apply the aggregate of the
amounts made available to the Administrative Agent by each Tranche C Term
Loan Lender in accordance with Section 2.13 as in effect prior to the
First Amendment Effective Date to prepay the Tranche B Term Loans (or
convert Tranche B Term Loans into an equal principal amount of Tranche C
Term Loans held by such Tranche C Term Loan Lender).
(c) Notwithstanding anything to the contrary in this Agreement or
the First Amendment, the Interest Period and the respective Eurodollar
Rate in effect on the First Amendment Effective Date in respect of the
Tranche B Term Loans that are being converted to Tranche C Term Loans on
the First Amendment Effective Date (the "Current Interest Period") will
continue to be in effect for such Tranche C Term Loans following the First
Amendment Effective Date, and for any new Tranche C Term Loan funded on
the First Amendment Effective Date the initial Interest Period will end on
the last day of the Current Interest Period and the Eurodollar Rate during
such initial Interest Period will equal the Eurodollar Rate applicable to
the converted Tranche C Term Loans during the Current Interest Period."
5. Amendment to Subsection 2.3 (Repayment of Term Loans).
Subsection 2.3 of the Credit Agreement is hereby amended by (a) amending all
references therein (i) from "Lender" to "Tranche B Term Loan Lender", (ii) from
"Term Loans" to "Tranche B Term Loans", and (iii) from "Term Loan Percentage" to
"Tranche B Term Loan Percentage", (b) identifying the existing paragraph therein
as paragraph "(a)", and (c) adding to such subsection at the end thereof the
following:
"(b) The Tranche C Term Loans of each Tranche C Term Loan Lender
shall mature in 17 consecutive quarterly installments, commencing on March
31, 2004, plus an 18th installment payable on May 30, 2008, each of which
shall be in an amount equal to such Tranche C Term Loan Lender's Tranche C
Term Loan Percentage multiplied by the percentage set forth below opposite
such installment of the aggregate principal amount of Tranche C Term Loans
made on the First Amendment Effective Date:
Installment Percentage
- ----------- ----------
March 31, 2004 0.25%
June 30, 2004 0.25%
September 30, 2004 0.25%
December 31, 2004 0.25%
March 31, 2005 0.25%
June 30, 2005 0.25%
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Installment Percentage
- ----------- ----------
September 30, 2005 0.25%
December 31, 2005 0.25%
March 31, 2006 0.25%
June 30, 2006 0.25%
September 30, 2006 0.25%
December 31, 2006 0.25%
March 31, 2007 0.25%
June 30, 2007 0.25%
September 30, 2007 0.25%
December 31, 2007 0.25%
March 31, 2008 0.25%
May 30, 2008 95.75%"
6. Amendment to Subsection 2.4 (Repayment of Term Loans; Evidence
of Debt). (a) Paragraph (a) of subsection 2.4 of the Credit Agreement is hereby
amended by (a) amending all references therein (i) from "Lender" to "Tranche B
Term Loan Lender", (ii) from "Term Loan" to "Tranche B Term Loan", and (iii)
from "Term Loans" to "Tranche B Term Loans", (b) identifying the existing
paragraph therein as paragraph "(a)(i)", and (c) adding to such subsection at
the end of paragraph (a)(i) the following:
"(ii) The Borrower hereby unconditionally promises to pay to the
Administrative Agent for the account of the appropriate Tranche C Term
Loan Lender the principal amount of each Tranche C Term Loan of such
Tranche C Term Loan Lender in installments according to the schedule set
forth in Section 2.3 (or on such earlier date on which the Tranche C Term
Loans become due and payable pursuant to Section 7.1); provided that the
Borrower shall repay the unpaid principal amount of the Term Loans on the
Tranche C Maturity Date. The Borrower hereby further agrees to pay
interest on the unpaid principal amount of the Tranche C Term Loans from
time to time outstanding from the date hereof until payment in full
thereof at the rates per annum, and on the dates, set forth in Section
2.10."
(b) Paragraph (e) of subsection 2.4 of the Credit Agreement is
hereby amended by adding to the end of such subsection the following:
"Unless replaced by a Tranche C Term Note (as defined below), any
Term Note outstanding on the First Amendment Effective Date will be deemed
to evidence any Tranche C Term Loans into which the Tranche B Term Loans
evidenced by such Term Note have been converted. The Borrower agrees that,
upon the request to the Administrative Agent by any Tranche C Term Loan
Lender, the Borrower will promptly execute and deliver to such Tranche C
Term Loan Lender a promissory note of the Borrower evidencing any Tranche
C Term Loans of such Tranche C Term Loan Lender, substantially in the form
of Exhibit G-2 hereto (a "Tranche C Term Note"), with appropriate
insertions as to date and principal amount; provided that if such Tranche
C Term Loans were converted from Tranche B Term Loans evidenced by a Term
Note on
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the First Amendment Effective Date, such Lender will promptly return such
Term Note to the Borrower, if available."
7. Amendment to Subsection 2.13 (Pro Rata Treatment and
Payments). Subsection 2.13 of the Credit Agreement is hereby amended by
inserting the phrase "Tranche B Term Loan Percentages and Tranche C" in the
second line of paragraph (a) thereof immediately before the phrase "Term Loan
Percentages".
8. Amendment to Subsection 6.2 (Limitation on Indebtedness).
Subsection 6.2 of the Credit Agreement is hereby amended by inserting the phrase
"Tranche C" in the seventh line of paragraph (i) thereof immediately before the
phrase "Maturity Date".
9. Amendment to Subsection 6.5 (Limitation on Disposition of
Property). Paragraph (f) of subsection 6.5 of the Credit Agreement is hereby
amended by deleting the amount "$25,000,000" therein and inserting in lieu
thereof the amount "$50,000,000".
10. Amendment to Subsection 6.7 (Limitation on Investments).
Paragraph (j) of subsection 6.7 of the Credit Agreement is hereby amended by
deleting the amount "$100,000,000" therein and inserting in lieu thereof the
amount "$125,000,000".
11. Amendment to Subsection 8.7 (Indemnification). Subsection 8.7
of the Credit Agreement is hereby amended by amending all references therein
from "Term Loan Percentages" to "Tranche B Term Loan Percentages or Tranche C
Term Loan Percentages, as applicable,".
12. Amendment to Subsection 9.1 (Amendments and Waivers).
Subsection 9.1 of the Credit Agreement is hereby amended by adding to such
subsection at the end thereof the following:
"If, in connection with any proposed amendment, modification, waiver
or termination (a "Proposed Change") requiring the consent of all affected
Lenders, the consent of the holders of more than 66 2/3% of the sum of the
aggregate unpaid principal amount of the Term Loans then outstanding is
obtained but the consent of other Lenders whose consent is required is not
obtained (any such Lender whose consent is not obtained as described in
this Section 9.1 being referred to as a "Non-Consenting Lender"), then, as
long as the Lender acting as the Administrative Agent is not a
Non-Consenting Lender, at the Borrower's request, any other Lender or a
replacement bank, financial institution or other entity acceptable to the
Administrative Agent (any such Lender, bank, financial institution or
other entity being referred to as a "Replacement Lender") shall have the
right (but shall have no obligation) with the Administrative Agent's
consent (which consent shall not be unreasonably withheld) to purchase
from such Non-Consenting Lender, and such Non-Consenting Lender agrees
that it shall, upon the Administrative Agent's request, sell and assign to
the Replacement Lender, all of the Loans of such Non-Consenting Lender for
an amount equal to the principal balance of all Loans held by the
Non-Consenting Lender and all accrued and unpaid interest and fees with
respect thereto through the date of sale; provided, however, that such
purchase and sale shall not be effective until (x) the Administrative
Agent shall have received from such Replacement
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Lender an agreement in form and substance satisfactory to the
Administrative Agent whereby such Replacement Lender shall agree to be
bound by the terms hereof and (y) such Non-Consenting Lender shall have
received payments of all Loans held by it and all accrued and unpaid
interest and fees with respect thereto through the date of the sale. Each
Lender agrees that, if it becomes a Non-Consenting Lender, it shall
execute and deliver to the Administrative Agent an Assignment and
Acceptance to evidence such sale and purchase and shall deliver to the
Administrative Agent any Tranche C Term Note (if the assigning Lender's
Loans are evidenced by a Tranche C Term Note) subject to such Assignment
and Acceptance; provided, however, that the failure of any Non-Consenting
Lender to execute an Assignment and Acceptance shall not render such sale
and purchase (and the corresponding assignment) invalid."
13. Amendment to Exhibits to Credit Agreement. The form of Tranche
C Term Note attached hereto as Annex B is hereby added to the Credit Agreement
as Exhibit G-2 thereto.
14. Conditions to Effectiveness of this First Amendment. This
First Amendment shall become effective upon the satisfaction of the following
conditions precedent concurrently or prior to the extension of the Tranche C
Term Loans (such date, the "First Amendment Effective Date"):
(a) The Administrative Agent shall have received (i) counterparts
of this First Amendment duly executed and delivered by each of Holdings, the
Borrower, each of the Guarantors and the Administrative Agent, and (ii) a Lender
Consent substantially in the form of Annex A hereto (the "Lender Consent"), duly
executed and delivered by each of the Tranche C Term Loan Lenders.
(b) The Administrative Agent shall have received a certificate of
the Borrower, dated the First Amendment Effective Date, substantially in the
form of Annex C hereto, with appropriate insertions and attachments.
(c) Prior to and after giving effect to this First Amendment, each
of the representations and warranties made by any Loan Party in or pursuant to
the Loan Documents shall be true and correct in all material respects on and as
of the date hereof as if made on and as of such date (except (i) to the extent
such representations and warranties were expressly made only as of a specific
date, in which case such representations and warranties shall be true and
correct as of such specific date, and (ii) the representation and warranty made
in Section 3.19 of the Credit Agreement in respect of Schedule 3.19(a)-2 shall
be true and correct as of the Closing Date), provided that the references to the
Credit Agreement in such representations and warranties shall be deemed to refer
to the Credit Agreement as amended pursuant to this First Amendment.
(d) No Default or Event of Default shall have occurred and be
continuing on the date hereof prior to or after giving effect to the
transactions contemplated hereby.
8
(e) The Borrower shall have paid to the Administrative Agent all
outstanding fees, costs and expenses invoiced to the Borrower owing on the date
hereof pursuant to the Credit Agreement or this First Amendment.
(f) The Tranche B Term Loans outstanding on the First Amendment
Effective Date shall be refinanced in full with the proceeds of Tranche C Term
Loans or converted into Tranche C Term Loans at the request of the applicable
Lender.
Upon the extension of the Tranche C Term Loans, the First Amendment
Effective Date shall be deemed to have occurred, regardless of any subsequent
determination that one or more of the conditions thereto had not been satisfied
(although the occurrence of the First Amendment Effective Date shall not relieve
the Borrower from or otherwise waive any Default or Event of Default that may
relate to any failure to satisfy one or more of the applicable conditions
specified above or otherwise), and from and after such First Amendment Effective
Date, each Tranche C Term Loan Lender executing and delivering a Lender Consent
shall become a party to the Credit Agreement and have the rights and obligations
of a Lender thereunder and under the other Loan Documents and shall be bound by
the other provisions thereof.
15. Continuing Effect; No Other Amendments. Except as expressly
set forth in this First Amendment, all of the terms and provisions of the Credit
Agreement are and shall remain in full force and effect and Holdings and the
Borrower shall continue to be bound by all of such terms and provisions. The
amendments provided for herein are limited to the specific subsections of the
Credit Agreement specified herein and shall not constitute an amendment of, or
an indication of the Administrative Agent's or the Lenders' willingness to amend
or waive, any other provisions of the Credit Agreement or the same subsections
for any other date or purpose. The First Amendment shall constitute a Loan
Document.
16. Expenses. The Borrower agrees to pay and reimburse the
Administrative Agent for all its reasonable out-of-pocket costs and expenses
incurred in connection with the development, preparation and execution and
delivery of this First Amendment, and other documents prepared in connection
herewith, and the transactions contemplated hereby, including, without
limitation, reasonable fees and disbursements and other charges of Weil, Gotshal
& Manges LLP and Gorsuch Kirgis LLP and the charges of IntraLinks.
17. Counterparts. This First Amendment may be executed by one or
more of the parties to this First Amendment on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to
constitute one and the same instrument. Delivery of an executed signature page
of this First Amendment by facsimile transmission shall be effective as delivery
of a manually executed counterpart hereof. A set of the copies of this First
Amendment signed by all the parties shall be lodged with the Borrower and the
Administrative Agent. The execution and delivery of this First Amendment by the
Loan Parties, the Lenders and the Administrative Agent shall be binding upon the
Loan Parties, the Lenders, the Agents and all future holders of the Loans.
18. Effect of Amendment. On the First Amendment Effective Date,
the Credit Agreement shall be amended as provided herein. The parties hereto
acknowledge and agree that
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(a) this First Amendment and the other Loan Documents executed and delivered in
connection herewith do not constitute a novation, or termination of the
"Obligations" (as defined in the Credit Agreement) under the Credit Agreement as
in effect prior to the First Amendment Effective Date; (b) such "Obligations"
are in all respects continuing (as amended hereby) with only the terms thereof
being modified to the extent provided in this First Amendment; and (c) the Liens
and security interests as granted under the Security Documents securing payment
of such "Obligations" are in all respects continuing and in full force and
effect and secure the payment of the "Obligations".
19. GOVERNING LAW. THIS FIRST AMENDMENT AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES UNDER THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this First
Amendment to be executed and delivered by their respective duly authorized
officers as of the date first above written.
WILLIAMS PRODUCTION HOLDINGS LLC
By: /s/ Travis N. Campbell
-----------------------------------
Name: Travis N. Campbell
Title: Treasurer
WILLIAMS PRODUCTION RMT COMPANY
By: /s/ Travis N. Campbell
-----------------------------------
Name: Travis N. Campbell
Title: Treasurer
LEHMAN COMMERCIAL PAPER INC.,
as Administrative Agent and as a Lender
By: /s/ Francis Chang
-----------------------------------
Name: Francis Chang
Title: Vice President
[Signature Page to First Amendment]
Acknowledged and Agreed
as of the date hereof:
BARRETT RESOURCES INTERNATIONAL CORPORATION
BARGATH INC.
BARRETT FUELS CORPORATION
RULISON GAS COMPANY, LLC
BISON ROYALTY LLC
PICEANCE PRODUCTION HOLDINGS, LLC
RULISON PRODUCTION COMPANY LLC,
each as a Guarantor
By: /s/ Travis N. Campbell
------------------------------------
Name: Travis N. Campbell
Title: Treasurer
[Signature Page to First Amendment]
C-1