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EXHIBIT 4.9
FIRST AMENDMENT AGREEMENT
This First Amendment Agreement dated as of June 15, 1995 (this
"Amendment") is among (i) The Williams Companies, Inc., a Delaware corporation,
Williams Holdings of Delaware, Inc., a Delaware corporation ("WHD"), Northwest
Pipeline Corporation, a Delaware corporation, Transcontinental Gas Pipe Line
Corporation, a Delaware corporation, Texas Gas Transmission Corporation, a
Delaware corporation, and Williams Pipe Line Company, a Delaware corporation
(collectively, the "Borrowers"), (ii) the lenders ("Banks") which are parties
to the Credit Agreement dated as of February 23, 1995 (the "Credit Agreement")
among the Borrowers (other than WHD), the lenders party thereto and Citibank,
N.A., as agent (the Agent") under the Credit Agreement and (iii) the Agent. In
consideration of the mutual promises contained herein, the Borrowers, the Banks
and the Agent agree as set forth herein.
Section 1. Amendments to Credit Agreement. The Credit Agreement
is hereby amended as follows:
Section 1.1 Section 1.01. The definitions of "Applicable
Margin", "Borrowers" and "Commitment" set forth in Section 1.01 of the Credit
Agreement are hereby amended to read as follows:
"Applicable Margin" means
(i) as to any A Advance to any Borrower (other than WPL during such
times as WPL is Unrated and WHD during such times as WHD is Unrated),
the rate per annum set forth in the following table for the relevant
Type of such A Advance and for the relevant Rating Category applicable
to such Borrower from time to time:
Rating Eurodollar Rate Base
Category Advance Rate Advance
------------------ --------------- ------------
One .35% 0
Two .40% 0
Three .45% 0
Four .55% 0
Five .75% .25%
Six 1.125% .50%
Seven 1.50% .75%
and (ii) for each day during such times as WPL is Unrated, as to any A
Advance to WPL, the rate per annum set forth in the following table
for the relevant Type of such A Advance and for the relevant amount of
the Applicable WPL Debt to TNW Ratio for such day:
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Applicable
WPL Debt to Eurodollar Rate Base
TNW Ratio Advance Rate Advance
----------- --------------- ------------
Less than .55 .45% 0
.55 or greater and
less than .60 .55% 0
.60 or greater .75% .25%
and (iii) for each day during such times as WHD is Unrated, as to any
A Advance to WHD, the rate per annum set forth in the following table
for the relevant Type of such A Advance and for the relevant amount of
the Applicable WHD Debt to TNW Ratio for such day:
Applicable
WHD Debt to Eurodollar Rate Base
TNW Ratio Advance Rate Advance
----------- --------------- ------------
Less than .55 .45% 0
.55 or greater and
less than .60 .55% 0
.60 or greater .75% .25%
The Applicable Margin determined pursuant to clause (i) of this
definition for any A Advance to any Borrower shall change when and as
the relevant Rating Category applicable to such Borrower changes.
Furthermore, the applicability of clause (i) or (ii) of this
definition to WPL shall change when and as the status of WPL as
Unrated or not Unrated changes, and the applicability of clause (i) or
(iii) of this definition to WHD shall change when and as the status of
WHD as Unrated or not Unrated changes. For example, if WPL borrows on
September 15 of a year a Eurodollar Rate Advance with a three month
Interest Period and WPL is Unrated from September 15 through October
15 of such year and is not Unrated thereafter, then the Applicable
Margin for such Advance will be determined (1) pursuant to the
foregoing clause (ii) from September 15 through October 15 of such
year (and the Applicable WPL Debt to TNW Ratio (a) for the days from
September 15 through September 30 will be the WPL Debt to TNW Ratio on
March 31 of such year and (b) for the days after September 30 will be
the WPL Debt to TNW Ratio on June 30 of such year), and (2) pursuant
to the foregoing clause (i) during the other days of such Interest
Period. Furthermore if, in such example, the Rating Category
applicable
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to WPL from October 16 through October 20 was Rating Category Five and
thereafter was Rating Category Four, the Applicable Margin for such
Advance would be .75% from October 16 through October 20 and .55%
thereafter.
"Borrowers" means TWC, WHD, NWP, TGPL, TGT and WPL.
"Commitment" of any Bank to any Borrower means at any time the
lesser of (i) the amount set opposite or deemed (pursuant to clause
(vii) of the last sentence of Section 8.06(a) and as reflected in the
relevant Transfer Agreement referred to in such sentence) to be set
opposite such Bank's name for such Borrower on the signature pages
hereof (or, in the case of WHD, on the signature pages of the First
Amendment Agreement dated as of June 15, 1995 among the Borrowers, the
Agent and the Banks) as such amount may be terminated, reduced or
increased pursuant to Section 2.04, Section 2.17, Section 6.01 or
Section 8.06(a), or (ii) the amount of the Commitment of such Bank to
TWC at such time.
Section 1.01 of the Credit Agreement is hereby further amended
by amending the proviso to the definition of "Debt" set forth in such Section
1.01 to read as follows:
provided, however, that Debt shall not include any obligation
under or resulting from any agreement referred to in paragraph (y) of
Schedule III, paragraph (y) of Schedule IV, paragraph (y) of Schedule
V, paragraph (y) of Schedule VI, paragraph (h) of Schedule VII or
paragraph (y) of Schedule VIII or under or resulting from any sale and
leaseback referred to in paragraph (aa) of Schedule III, paragraph
(aa) of Schedule IV, paragraph (aa) of Schedule V, paragraph (bb) of
Schedule VI, paragraph (j) of Schedule VII or paragraph (aa) of
Schedule VIII.
Section 1.01 of the Credit Agreement is hereby further amended
by amending the last sentence of the definition of "Event of Default" in such
Section 1.01 to read as follows:
Without limiting the foregoing and for purposes of further
clarification, it is agreed that inasmuch as each of WHD, NWP, WPL,
TGPL and TGT is a Subsidiary of TWC, any Event of Default that exists
as to any of WHD, NWP, WPL, TGPL or TGT also exists as to TWC.
Section 1.01 of the Credit Agreement is hereby further amended
by adding the following new definitions in the appropriate alphabetical order:
"Applicable WHD Debt to TNW Ratio" for any day means the WHD
Debt to TNW Ratio as of the end of the calendar quarter which is the
second
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calendar quarter prior to such day; provided that for any day prior to
October 1, 1995, the Applicable WHD Debt to TNW Ratio shall be the WHD
Debt to TNW Ratio as of March 31, 1995 as certified pursuant to
Section 2.5 of the First Amendment Agreement dated as of June 15, 1995
among the Borrowers, the Agent and the Banks. For example, the
Applicable WHD Debt to TNW Ratio for any day in the calendar quarter
ending March 31 of a year will be the WHD Debt to TNW Ratio as of
September 30 of the prior year.
"Permitted WHD Liens" means Liens specifically described on
Schedule VIII.
"WHD" means Williams Holdings of Delaware, Inc., a Delaware
corporation.
WHD Debt to TNW Ratio" means at any date the ratio of (i) the
aggregate amount at such date of all Debt of WHD and its Subsidiaries
on a Consolidated basis to (ii) the sum of the Consolidated Tangible
Net Worth at such date of WHD plus the aggregate amount at such date
of all Debt of WHD and its Subsidiaries on a Consolidated basis.
Section 1.2 Section 1.05. Section 1.05 of the Credit
Agreement is hereby amended by adding the following two sentences at the end
hereof:
WHD has delivered to each Bank a letter dated May 17, 1995
from Moody's to WHD setting forth an indicated rating of Baa2 for
senior unsecured long-term debt of WHD. For all purposes (including,
without limitation, the definition herein of "Unrated"), WHD will be
deemed to have senior unsecured long-term debt rated Baa2 by Moody's
(or, if the indicated rating of Baa2 set forth in such letter is
changed by Moody's, rated by Moody's at such changed rating) until the
earlier of (i) the first date WHD has any actual senior unsecured
long-term debt rated by S&P or Moody's or (ii) the withdrawal or
termination of such letter.
Section 1.3 Section 4.01(e). Section 4.01(e) of the Credit
Agreement is hereby amended by adding, after paragraph (v) thereof, a new
paragraph (vi) reading as follows:
(vi) The Consolidated balance sheet of WHD and its
Subsidiaries as at March 31, 1995, duly certified by an authorized
officer of WHD and an authorized officer of TWC, a copy of which has
been furnished to each Bank, fairly presents (subject to year-end
audit adjustments) the Consolidated financial condition of WHD and its
Subsidiaries as at such date in accordance with generally accepted
accounting principles consistently applied. The March 31, 1995 pro
forma Consolidated balance sheet of WHD, a copy of which has been
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furnished to each Bank, reflects the transfer (which actually occurred
on May 1, 1995) to WHD of Transco Energy Company ("TEC") and its
Subsidiaries (excluding TGPL and TGT), as of March 31, 1995. To the
knowledge of WHD, except as disclosed in TWC's or TEC's respective
annual reports on Form 10-K for the year ended December 31, 1994 or in
their respective quarterly reports on Form 10-Q for the quarter ended
March 31, 1995, there are no liabilities or contingencies of WHD or
any Subsidiary of WHD, material to WHD and its Subsidiaries, taken as
a whole, that are not recorded in such balance sheets. Since March
31, 1995 (and assuming TEC and its Subsidiaries (excluding TGPL and
TGT) were transferred to WHD as of March 31, 1995), there has been no
material adverse change in the condition or operations of WHD and its
Subsidiaries, taken as a whole. WHD and its Subsidiaries own, free
and clear of all Liens prohibited by this Agreement, all of the assets
on which the Projections are based. "Projections" means the
projections for WHD and its Subsidiaries for 1995 and 1996 prepared by
WHD that have been furnished to each Bank, a copy of which is attached
as Exhibit C to the First Amendment Agreement dated as of June 15,
1995 among the Borrowers, the Agent and the Banks. The respective
Consolidated statements of income of WEV, WFS and WPL and their
respective Subsidiaries for the three months ended March 31, 1995,
duly certified by an authorized financial officer of WHD and the chief
financial officer of TWC, copies of which have been furnished to each
Bank, fairly present (subject to year-end audit adjustments) the
Consolidated results of operations of WEV, WFS and WPL, respectively,
and their respective Subsidiaries for such three month period in
accordance with generally accepted accounting principles consistently
applied.
Section 1.4 Section 4.01(k). The first sentence of Section
4.01(k) of the Credit Agreement is hereby amended to read as follows:
As of the date of this Agreement, the United States federal
income tax returns of each Borrower (other than WHD) and the
Subsidiaries of each Borrower (other than Subsidiaries not in
existence on December 31, 1989) have been examined through the fiscal
year ended December 31, 1989.
Section 1.5 Section 5.01. Paragraphs (x) and (xi) of Section
5.01(b) of the Credit Agreement are hereby deleted and replaced with new
paragraphs (x), (xi) and (xii) reading as follows:
(x) not more than 45 days (or 90 days in the case of any
quarter that is the last fiscal quarter of a fiscal year of such
Borrower) after the end of each calendar quarter, a certificate of an
authorized financial officer of such Borrower (a) stating the
respective ratings, if any, by each of S&P and Moody's of the senior
unsecured long-term debt of such Borrower as of the last day of such
quarter, (b) if such Borrower is WPL, stating (and showing the
calculation of)
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the WPL Debt to TNW Ratio on the last day of such quarter, and (c) if
such Borrower is WHD and WHD is Unrated, stating (and showing the
calculation of) the WHD Debt to TNW Ratio on the last day of such
quarter;
(xi) promptly after any withdrawal or termination of the
letter referred to in the second to last sentence of Section 1.05 or
any change in the indicated rating set forth therein or any change in,
or issuance, withdrawal or termination of, the rating of any senior
unsecured long-term debt of such Borrower by S&P or Moody's, notice
thereof; and
(xii) promptly after each date on which WHD becomes
Unrated, a certificate of an authorized financial officer of WHD
stating (and showing the calculation of) the WHD Debt to TNW Ratio on
the respective last days of each of the two immediately preceding
calendar quarters.
Section 1.6 Section 5.02(a). Section 5.02(a) of the Credit
Agreement is hereby amended to read as follows:
(a) Liens, Etc. Create, assume, incur or suffer to
exist, or permit any of its Subsidiaries to create, assume, incur or
suffer to exist, any Lien on or in respect of any of its property,
whether now owned or hereafter acquired, or assign or otherwise
convey, or permit any such Subsidiary to assign or otherwise convey,
any right to receive income, in each case to secure or provide for the
payment of any Debt of any Person, except that:
(i) TWC and its Non-Borrowing Subsidiaries which are
not Subsidiaries of any other Borrower may create, incur,
assume or suffer to exist Permitted TWC Liens;
(ii) WHD and its Non-Borrowing Subsidiaries which are
not Subsidiaries of any other Borrower (other than TWC) may
create, incur, assume or suffer to exist Permitted WHD Liens;
(iii) NWP and its Non-Borrowing Subsidiaries may
create, incur, assume or suffer to exist Permitted NWP Liens;
(iv) TGPL and its Non-Borrowing Subsidiaries may
create, incur, assume or suffer to exist Permitted TGPL Liens;
(v) TGT and its Non-Borrowing Subsidiaries may
create, incur, assume or suffer to exist Permitted TGT Liens;
and
(vi) WPL and its Non-Borrowing Subsidiaries may
create, incur, assume or suffer to exist Permitted WPL Liens.
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Section 1.7 Section 5.02(b). Section 5.02(b) of the Credit Agreement
is hereby amended to read as follows:
(b) Debt. (i) In the case of TWC, permit the ratio of
(A) the aggregate amount of all Debt of TWC and its Subsidiaries on a
Consolidated basis to (B) the sum of the Consolidated Net Worth of TWC
plus the aggregate amount of all Debt of TWC and its Subsidiaries on a
Consolidated basis to exceed 0.65 to 1.0 at any time;
(ii) In the case of WHD, permit the ratio of (A) the aggregate
amount of all Debt of WHD and its Subsidiaries on a Consolidated basis
to (B) the sum of the Consolidated Net Worth of WHD plus the aggregate
amount of all Debt of WHD and its Subsidiaries on a Consolidated basis
to exceed 0.55 to 1.0 at any time; and
(iii) In the case of any Borrower (other than TWC and WHD),
permit the ratio of (A) the aggregate amount of all Debt of such
Borrower and its Subsidiaries on a Consolidated basis to (B) the sum
of the Consolidated Net Worth of such Borrower plus the aggregate
amount of all Debt of such Borrower and its Subsidiaries on a
Consolidated basis to exceed 0.60 to 1.0 at any time.
Section 1.8 Section 5.02(f). Clauses (1) and (2) of Section
5.02(f) of the Credit Agreement are hereby amended to read as follows:
(1) WHD, WNG, WFS, WPL, TGPL, TGT or NWP or any of their
respective material Subsidiaries or (2) any Subsidiary of TWC at the
time it owns any shares of or any interest in any shares of the
capital stock of WHD, WNG, WFS, WPL, TGPL, TGT or NWP or any of their
respective material Subsidiaries;
Section 1.9 Section 5.02(j). Section 5.02(j) of the Credit
Agreement is hereby amended by (1) deleting the word "and" immediately before
clause (v) thereof and (2) adding a new clause (vi) immediately before the
period at the end of such Section 5.02(j) reading as follows:
and (vi) paragraph (z) of Schedule VIII in the case of WHD and
its Subsidiaries.
Section 1.10 Exhibit H and Schedules. Exhibit H of the
Credit Agreement is hereby replaced with Exhibit H hereto. Schedule II to the
Credit Agreement is hereby replaced with Schedule II hereto. Schedule VIII
hereto is hereby added to the Credit Agreement as Schedule VIII.
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Section 2. Miscellaneous.
Section 2.1. Amendments, Etc. No amendment or waiver of any
provision of this Amendment, nor consent to any departure by any Borrower
therefrom, shall in any event be effective unless effected in accordance with
Section 8.01 of the Credit Agreement.
Section 2.2. Governing Law. This Amendment and the Credit
Agreement as amended hereby shall be governed by, and construed in accordance
with, the laws of the State of New York.
Section 2.3. Preservation. Except as specifically modified
by the terms of this Amendment, all of the terms, provisions, covenants,
warranties and agreements contained in the Credit Agreement (including, without
limitation, exhibits thereto), any Note or any other document executed in
connection therewith remain in full force and effect. Undefined capitalized
terms used herein are used herein as defined in the Credit Agreement as amended
hereby. Each reference in the Credit Agreement as amended hereby to "this
Credit Agreement", "this Agreement", "herein", "hereof" or words of similar
effect and each reference in any Note to the "Credit Agreement", "thereunder",
"thereof" or words of similar effect shall mean and be a reference to the
Credit Agreement as amended hereby.
Section 2.4. Execution in Counterparts. This Amendment may
be executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.
Section 2.5. Documents. Contemporaneously with the execution
hereof, WHD is becoming a "Borrower" under the Credit Agreement as amended
hereby and agrees to be bound by the terms thereof as a "Borrower". On the
date hereof, (i) WHD will deliver to the Agent an A Note to the order of each
respective Bank duly executed by WHD in substantially the form of Exhibit A-1
to the Credit Agreement, in the amount of such Bank's Commitment to WHD and
dated June 15, 1995 ("New Notes"), and a certificate of an officer of WHD
stating (and showing the calculation of) the WHD Debt to TNW Ratio as of March
31, 1995, and (ii) the Borrowers will cause to be delivered to the Agent
opinions in the forms of Exhibits A and B hereto.
Section 2.6. Representations and Warranties. Each of the
Borrowers hereby represents and warrants to the Agent and the Banks that (i)
the execution, delivery and performance of this Amendment, and the performance
of the Credit Agreement as amended hereby, by such Borrower are within such
Borrower's corporate powers, have been duly authorized by all necessary
corporate action, require no authorization, approval, consent, license or other
action by, or notice to or filing with, any governmental authority or
regulatory body, do not contravene (A) such Borrower's
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certificate of incorporation or by-laws, (B) any applicable rule, regulation,
order, writ, injunction or decree, or (C) any law or any contractual
restriction binding on or affecting such Borrower, and will not result in or
require the creation or imposition of any Lien on or in respect of any property
of such Borrower or of any Subsidiary of such Borrower, (ii) this Amendment has
been duly executed and delivered by such Borrower, (iii) this Amendment and the
Credit Agreement, as amended hereby, constitute legal, valid and binding
obligations of such Borrower enforceable against such Borrower in accordance
with their respective terms, except as such enforceability may be limited by
any applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting creditors' rights generally, and (iv) no event has occurred and
is continuing which constitutes an Event of Default as to such Borrower or
would constitute an Event of Default as to such Borrower but for the
requirement that notice be given or time elapse or both. WHD hereby represents
and warrants to the Agent and the Banks that (i) the execution, delivery and
performance of the New Notes by WHD are within WHD's corporate powers, have
been duly authorized by all necessary corporate action, require no
authorization, approval, consent, license or other action by, or notice to or
filing with, any governmental authority or regulatory body, do not contravene
(A) WHD's certificate of incorporation or by-laws, (B) any applicable rule,
regulation, order, writ, injunction or decree, or (C) any law or any
contractual restriction binding on or affecting WHD, and will not result in or
require the creation or imposition of any Lien, (ii) the New Notes have been
duly executed and delivered by WHD, (iii) the New Notes constitute legal, valid
and binding obligations of WHD enforceable against WHD in accordance with their
respective terms, except as such enforceability may be limited by any
applicable bankruptcy, solvency, reorganization, moratorium or similar law
affecting creditors' rights generally, and (iv) the representations and
warranties contained in Section 4.01 of the Credit Agreement as amended hereby
pertaining to WHD and its Subsidiaries are correct on and as of the date hereof
as though made on and as of the date hereof.
Section 2.7. Bank Credit Decision. Each Bank acknowledges
that it has, independently and without reliance upon the Agent or any other
Bank and based on such documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Amendment and to
agree to the various matters set forth herein. Each Bank also acknowledges
that it will, independently and without reliance upon the Agent or any other
Bank and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
any action under the Credit Agreement as amended hereby.
Section 2.8. Effectiveness. This Amendment shall become
effective when it shall have been executed by the Borrowers, the Banks and the
Agent in accordance with Section 8.01 of the Credit Agreement and when the
Agent shall have received both the documents referred to in Section 2.5 and
certificates from the Borrowers in form and substance satisfactory to the
Agent.
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Section 2.9. Default. Without limiting any other event which
may constitute an Event of Default, in the event that any representation or
warranty set forth herein shall be incorrect in any material respect when made,
such event shall constitute an "Event of Default" under the Credit Agreement,
as amended hereby.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
BORROWERS:
THE WILLIAMS COMPANIES, INC.
By:
----------------------------------------
Authorized Officer
WILLIAMS HOLDINGS OF
DELAWARE, INC.
By:
----------------------------------------
Authorized Officer
NORTHWEST PIPELINE CORPORATION
By:
----------------------------------------
Authorized Officer
TRANSCONTINENTAL GAS PIPE LINE
CORPORATION
By:
----------------------------------------
Authorized Officer
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TEXAS GAS TRANSMISSION
CORPORATION
By:
----------------------------------------
Authorized Officer
WILLIAMS PIPE LINE COMPANY
By:
----------------------------------------
Authorized Officer
AGENT:
CITIBANK, N.A., as Agent
By:
----------------------------------------
Authorized Officer
WHD COMMITMENTS: BANKS:
---------------
WHD Commitment: $45,000,000 CITIBANK, N.A.
By:
----------------------------------------
Authorized Officer
WHD Commitment: $37,500,000 BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION
By:
----------------------------------------
Authorized Officer
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WHD Commitment: $37,500,000 CHEMICAL BANK
By:
----------------------------------------
Authorized Officer
WHD Commitment: $37,500,000 CIBC INC.
By:
----------------------------------------
Authorized Officer
WHD Commitment: $31,500,000 BARCLAYS BANK PLC
By:
----------------------------------------
Authorized Officer
WHD Commitment: $31,500,000 THE FIRST NATIONAL BANK OF
CHICAGO
By:
----------------------------------------
Authorized Officer
WHD Commitment: $31,500,000 FIRST INTERSTATE BANK OF
CALIFORNIA
By:
----------------------------------------
Authorized Officer
WHD Commitment: $31,500,000 MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By:
----------------------------------------
Authorized Officer
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WHD Commitment: $31,500,000 ROYAL BANK OF CANADA
By:
----------------------------------------
Authorized Officer
WHD Commitment: $26,250,000 THE FIRST NATIONAL BANK OF
BOSTON
By:
----------------------------------------
Authorized Officer
WHD Commitment: $26,250,000 THE BANK OF NEW YORK
By:
----------------------------------------
Authorized Officer
WHD Commitment: $26,250,000 THE BANK OF NOVA SCOTIA
By:
----------------------------------------
Authorized Officer
WHD Commitment: $26,250,000 THE CHASE MANHATTAN BANK, N.A.
By:
----------------------------------------
Authorized Officer
WHD Commitment: $26,250,000 CREDIT LYONNAIS CAYMAN ISLAND
BRANCH
By:
----------------------------------------
Authorized Officer
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WHD Commitment: $26,250,000 THE FUJI BANK, LIMITED
By:
----------------------------------------
Authorized Officer
WHD Commitment: $26,250,000 MELLON BANK, N.A.
By:
----------------------------------------
Authorized Officer
WHD Commitment: $26,250,000 SOCIETE GENERALE, SOUTHWEST
AGENCY
By:
----------------------------------------
Authorized Officer
WHD Commitment: $26,250,000 BANK OF SCOTLAND
By:
----------------------------------------
Authorized Officer
WHD Commitment: $26,250,000 BANK OF MONTREAL
By:
----------------------------------------
Authorized Officer
WHD Commitment: $7,500,000 BANK OF OKLAHOMA, N.A.
By:
----------------------------------------
Authorized Officer
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WHD Commitment: $7,500,000 COMMERCE BANK, N.A.
By:
----------------------------------------
Authorized Officer
WHD Commitment: $7,500,000 BANK IV OKLAHOMA, N.A.
By:
----------------------------------------
Authorized Officer
-----------------------------
$600,000,000 Total of the WHD Commitments
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SCHEDULE II
BORROWER INFORMATION
Name of Borrower Information for Notices
---------------- -----------------------
The Williams Companies, Inc. The Williams Companies, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Attention: Patti J. Kastl
Telecopier: (918) 588-4755
Telex: 910-845-2325
Answerback: WILLIAMS-TUL
Williams Holdings of Delaware, Inc. Williams Holdings of Delaware, Inc.
One Williams Center
Tulsa, Oklahoma 74172
Attention: Patti J. Kastl
Telecopier: (918) 588-4755
Telex: 910-845-2325
Answerback WILLIAMS-TUL
Northwest Pipeline Corporation Northwest Pipeline Corporation
295 Chipeta Way
Salt Lake City, Utah 84158
Attention: Tim J. Hausler
Telecopier: (801) 584-6726
Transcontinental Gas Pipe Line Corporation Transcontinental Gas Pipe Line Corporation
2800 Post Oak Boulevard
Houston, Texas 77056
Attention: Nick Bacile
Telecopier: (713) 439-2440
Telex: 792013
Answerback: TRANSCO HOU A
Texas Gas Transmission Corporation Texas Gas Transmission Corporation
3800 Frederica St.
Owensboro, Kentucky 42302
Attention: Jack Ralph
Telecopier: (502) 683-5657
Williams Pipe Line Company Williams Pipe Line Company
One Williams Center
Tulsa, Oklahoma 74172
Attention: Paul W. Nelson
Telecopier: (918) 588-3371
Telex: 910-845-2325
Answerback: WILLIAMS-TUL
17
SCHEDULE VIII
PERMITTED WHD LIENS
(a) Any purchase money Lien created by WHD or any of its
Subsidiaries to secure all or part of the purchase price of any property (or to
secure a loan made to enable WHD or any of its Subsidiaries to acquire the
property secured by such Lien), provided that the principal amount of the Debt
secured by any such Lien, together with all other Debt secured by a Lien on
such property, shall not exceed the purchase price of the property acquired.
(b) Any Lien existing on any property at the time of the
acquisition thereof by WHD or any of its Subsidiaries, whether or not assumed
by WHD or any of its Subsidiaries, and any Lien on any property acquired or
constructed by WHD or any of its Subsidiaries and created not later than 12
months after (i) such acquisition or completion of such construction or (ii)
commencement of full operation of such property, whichever is later; provided,
however, that if assumed or created by WHD or any of its Subsidiaries, the
principal amount of the Debt secured by such Lien, together with all other Debt
secured by a Lien on such property, shall not exceed the purchase price of the
property acquired and/or the cost of the property constructed.
(c) Any Lien created or assumed by WHD or any of its Subsidiaries
on any contract for the sale of any product or service or any rights thereunder
or any proceeds therefrom, including accounts and other receivables, related to
the operation or use of any property acquired or constructed by WHD or any of
its Subsidiaries and created not later than 12 months after (i) such
acquisition or completion of such construction or (ii) commencement of full
operation of such property, whichever is later; provided, however, that the
principal amount of the Debt secured by such mortgage together with all other
Debt secured by any such contract, rights or property, shall not exceed the
purchase price of the property acquired and/or the cost of the property
constructed.
(d) Any Lien existing on any property of a Subsidiary of WHD at
the time it becomes a Subsidiary of WHD.
(e) Any refunding or extension of maturity, in whole or in part,
of any Lien created or assumed in accordance with the provisions of paragraph
(a), (b), (c) or (d) above or (j) below, provided that the principal amount of
the Debt secured by such refunding Lien or extended Lien shall not exceed the
principal amount of the Debt secured by the Lien to be refunded or extended
outstanding at the time of such refunding or extension and that such refunding
Lien or extended Lien shall be limited to the same property that secured the
Lien so refunded or extended.
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(f) Mechanics' or materialmen's liens arising in the ordinary
course of business which are not more than 90 days past due or are being
contested in good faith by appropriate proceedings or any Lien arising by
reason of pledges or deposits to secure payment of workmen's compensation or
other insurance, good faith deposits in connection with tenders or leases of
real estate, bids or contracts (other than contracts for the payment of money),
in each case to secure obligations of TWC or any of its Subsidiaries.
(g) Deposits to secure public or statutory obligations, deposits
to secure or in lieu of surety, stay or appeal bonds and deposits as security
for the payment of taxes or assessments or other similar charges, in each case
to secure obligations of TWC or any of its Subsidiaries; provided, however,
that the aggregate amount of obligations secured by Liens permitted by this
paragraph (g) shall not exceed 10% of Consolidated Tangible Net Worth of TWC.
(h) Any Lien arising by reason of deposits with or the giving of
any form of security to any governmental agency or any body created or approved
by law or governmental regulation for any purpose at any time as required by
law or governmental regulation (i) as a condition to the transaction by TWC or
any of its Subsidiaries of any business or the exercise by TWC or any of its
Subsidiaries of any privilege or license, (ii) to enable TWC or any of its
Subsidiaries to maintain self-insurance or to participate in any fund for
liability on any insurance risks or (iii) in connection with workmen's
compensation, unemployment insurance, old age pensions or other social security
with respect to TWC or any of its Subsidiaries or to enable TWC or any of its
Subsidiaries to share in the privileges or benefits required for companies
participating in such arrangements.
(i) Any Lien which is payable, both with respect to principal and
interest, solely out of the proceeds of oil, gas, coal or other minerals or
timber to be produced from the property subject thereto and to be sold or
delivered by WHD or any of its Subsidiaries, including any interest of the
character commonly referred to as a "production payment".
(j) Any Lien created or assumed by a Subsidiary of WHD on oil,
gas, coal or other mineral or timber property, owned or leased by such
Subsidiary to secure loans to such Subsidiary for the purposes of developing
such properties, including any interest of the character commonly referred to
as a "production payment"; provided, however, that neither WHD nor any other
Subsidiary of WHD shall assume or guarantee such loans or otherwise be liable
in respect thereto.
(k) Liens incurred in the ordinary course of business upon
rights-of-way.
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(l) Undetermined mortgages and charges incidental to construction
or maintenance arising in the ordinary course of business which are not more
than 90 days past due or are being contested in good faith by appropriate
proceedings.
(m) The right reserved to, or vested in, any municipality or
governmental or other public authority or railroad by the terms of any right,
power, franchise, grant, license, permit or by any provision of law, to
terminate or to require annual or other periodic payments as a condition to the
continuance of such right, power, franchise, grant, license or permit.
(n) The Lien of taxes and assessments which are not at the time
delinquent.
(o) The Lien of specified taxes and assessments which are
delinquent but the validity of which is being contested in good faith by WHD or
any of its Subsidiaries by appropriate proceedings and with respect to which
reserves in conformity with generally accepted accounting principles, if
required by such principles, have been provided on the books of WHD or the
relevant Subsidiary of WHD, as the case may be.
(p) The Lien reserved in leases entered into in the ordinary
course of business for rent and for compliance with the terms of the lease in
the case of real property leasehold estates.
(q) Defects and irregularities in the titles to any property
(including rights-of-way and easements) which are not material to the business,
assets, operations or financial condition of WHD and its Subsidiaries
considered as a whole.
(r) Any Liens securing Debt neither assumed nor guaranteed by WHD
or any of its Subsidiaries nor on which any of them customarily pays interest,
existing upon real estate or rights in or relating to real estate (including
rights-of-way and easements) acquired by WHD or any of its Subsidiaries for
pipeline, metering station or right-of-way purposes, which Liens were not
created in anticipation of such acquisition and do not materially impair the
use of such property for the purposes for which it is held by WHD or such
Subsidiary.
(s) Easements, exceptions or reservations in any property of WHD
or any of its Subsidiaries granted or reserved in the ordinary course of
business for the purpose of pipelines, roads, telecommunication equipment and
cable, streets, alleys, highways, railroads, the removal of oil, gas, coal or
other minerals or timber, and other like purposes, or for the joint or common
use of real property, facilities and equipment, which do not materially impair
the use of such property for the purposes for which it is held by WHD or such
Subsidiary.
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(t) Rights reserved to or vested in any municipality or public
authority to control or regulate any property of WHD or any of its
Subsidiaries, or to use such property in any manner which does not materially
impair the use of such property for the purposes for which it is held by WHD or
such Subsidiary.
(u) Any obligations or duties, affecting the property of WHD or
any of its Subsidiaries, to any municipality or public authority with respect
to any franchise, grant, license or permit.
(v) (i) The Liens of any judgments in an aggregate amount for WHD
and all of its Subsidiaries not in excess of $5,000,000, execution of which has
not been stayed and (ii) the Liens of any judgments in an aggregate amount for
WHD and all of its Subsidiaries not in excess of $25,000,000, the execution of
which has been stayed and which have been appealed and secured, if necessary
and permitted hereby, by the filing of an appeal bond.
(w) Zoning laws and ordinances.
(x) Any Lien existing on any office equipment, data processing
equipment (including computer and computer peripheral equipment), motor
vehicles, aircraft, marine vessels or similar transportation equipment.
(y) Any Lien consisting of interests in receivables in connection
with agreements for sales of receivables of any kind by WHD or any of its
Subsidiaries for cash.
(z) Any Lien not permitted by paragraphs (a) through (y) above or
(aa) below securing Debt of WHD and its Subsidiaries or securing any Debt of
WHD and its Subsidiaries which constitutes a refunding or extension of any such
Debt if at the time of, and after giving effect to, the creation or assumption
of any such Lien, the sum of the aggregate of all Debt of WHD and its
Subsidiaries secured by all such Liens not so permitted by paragraphs (a)
through (y) above or (aa) below plus the amount of Attributable Obligations of
WHD and its Subsidiaries in respect of Sale and Lease-Back Transactions
permitted by Section 5.02(j) does not exceed 5% of the sum of (i) Consolidated
Tangible Net Worth of WHD plus (ii) Debt of WHD and its Subsidiaries on a
Consolidated basis.
(aa) Any Lien resulting from any sale and lease-back of cushion gas
by WHD or any of its Subsidiaries.
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