EX-10.5 7 d00961exv10w5.txt TERMINATION AGREEMENT - KEITH E BAILEY EXHIBIT 10.5 EXECUTION COPY FIRST AMENDMENT TO PLEDGE AGREEMENT This First Amendment dated as of October 31, 2002 (this "Amendment") to the Pledge Agreement dated as of July 31, 2002 (as amended and modified from time to time, the "Pledge Agreement"), is among The Williams Companies, Inc., a Delaware corporation (the "Company"), and each of its Subsidiaries which is or which subsequently becomes a party to the Pledge Agreement (together, with the Company, the "Pledgors"), in favor of Citibank, N.A., as collateral trustee ("Collateral Trustee") for the benefit of the holders of the Secured Obligations. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Pledge Agreement. WITNESSETH: WHEREAS, the parties hereto have agreed to amend certain provisions of the Pledge Agreement; NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Pledge Agreement is hereby amended as follows: 1. Amendments. (a) Pursuant to the terms of those two certain Consent and Waivers each dated as of September 20, 2002, by and among the Company and the other signatories thereto, the Pledge Agreement was amended to (i) remove Williams Field Services - Gulf Coast Company, L.P. ("WFS") as an Obligor, (ii) acknowledge that the equity interests held by WFS Enterprises, Inc., and Williams Field Services Company in WFS were erroneously pledged, (iii) add Williams Gulf Coast Gathering Company, LLC ("Gathering") as an Obligor and (iv) add North Padre Island Spindown, Inc. as a Pledgor of its equity interest in Gathering. Pursuant to this Amendment, Williams GP LLC; Williams Petroleum Services, LLC; Longhorn Enterprises of Texas, Inc.; and WFS Gathering Company, L.L.C. are added as Pledgors, and the following additional parties are added as Obligors: WFS - Pipeline Company; WFS Gathering Company, L.L.C.; Williams Field Services - Matagorda Offshore Company, LLC; Williams Gas Processing - Mid Continent Region Company; WFS-OCS Gathering Co.; HI-BOL Pipeline Company; Goebel Gathering Company, L.L.C.; Williams Petroleum Services, LLC; Longhorn Enterprises of Texas, Inc.; and NewGP (as defined in the L/C Credit Agreement (hereafter defined)). (b) Section 1(b) of the Pledge Agreement is hereby amended by deleting such Section and replacing it in its entirety with the following: (b) all shares of capital stock, general and limited partnership interests, limited liability company interests, trust interests, joint venture interests, ownership rights arising under the law of any jurisdiction, and any evidence of the foregoing, together with any property and rights derivative thereof, acquired, received or owned by any Pledgor (other than those acquired, received or owned in anticipation of a divestiture permitted by Section 5.1(h) of the L/C Credit Agreement and Section 5.01(h) of the Multiyear Williams Credit Agreement), which, after the date of this Agreement, becomes, as a result of any occurrence, a Subsidiary of any Pledgor or of the Company and which Subsidiary is engaged in the Midstream Business or owns Midstream Assets; (c) The definition of "Pledged Shares" set forth in Section 1 of the Pledge Agreement is hereby amended by deleting the word "shares" in the first line of such definition and inserting the following phrase before the words "described in Schedule I": "shares of capital stock, general and limited partnership interests, limited liability company interests, trust interests, joint venture interests, ownership rights arising under the law of any jurisdiction and any evidence of the foregoing, together with any property and rights derivative thereof, all of the foregoing as". (d) The following sentence shall be added to the end of Section 1 of the Pledge Agreement: "Notwithstanding the grant of a security interest set forth above in this Section 1, Excluded Equity Interests (as defined in the L/C Credit Agreement and the Multiyear Williams Credit Agreement) shall not constitute Pledged Collateral under this Agreement." (e) Section 4(k) and (l) of the Pledge Agreement are hereby amended by deleting such Sections and replacing them in their entirety with the following: (k) Such Pledgor will (i) cause each issuer of shares of stock comprising Pledged Collateral not to issue any stock or other securities in addition to or in substitution for the shares of stock comprising the Pledged Collateral issued by such issuer, except for stock and other securities issued to such Pledgor or another Pledgor and subject to this Agreement, (ii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all additional shares of stock or other securities of each issuer of Pledged Collateral, and (iii) pledge hereunder, promptly upon its acquisition (directly or indirectly) thereof, any and all shares of stock or other equity interest covered by Section 1(b) hereof. Notwithstanding anything to the contrary in this Section 4(k), this section shall not restrict or limit in any way the ability of Williams Energy Partners L.P. or NewGP or their respective subsidiaries to issue stock or other equity interest. (l) Each Pledgor agrees that it (i) shall not sell, assign, transfer, pledge, mortgage, hypothecate, dispose of or encumber, or grant any option or warrant or Lien or right with respect to, or permit any Liens to arise with respect to, the Pledged Collateral, any of its rights in or to the Pledged Collateral and any portion thereof, except for the pledge thereof provided for in this Agreement, and (ii) except as permitted under Sections 5.1(d), 5.2(d) and 5.2(f) of the L/C Credit Agreement and Sections 5.01(d), 5.02(c) and 5.02(f) of the Multiyear Williams Credit Agreement, shall not permit any issuer of shares of stock comprising Pledged Collateral to terminate its corporate existence, to be a party to any merger or consolidation, or to sell, lease or dispose of all or substantially all of its assets and properties in a single transaction or series of related transactions. (e) The following paragraph is hereby added to the end of Section 4 after the last lettered paragraph: Notwithstanding anything to the contrary in Section 4 of this Pledge Agreement, (i) the Pledgors shall not be restricted from completing or permitting any dispositions that can be completed without violating any of the following provisions: Sections 5.2(e) and 5.2(f) of the L/C Credit Agreement, and Sections 5.02(f) and 5.02(l) of the Multiyear Williams Credit Agreement, and (ii) the existence of Permitted Liens (other than the Permitted Liens described in Schedule III Paragraphs y, gg, and jj from the L/C Credit Agreement and Schedule VI Paragraphs y, gg, and jj from the Multiyear Williams Credit Agreement) shall not be a violation of any representations, warranties or covenants set forth in Section 4 of this Pledge Agreement. (f) The first phrase of Section 6(a) which currently reads as follows: "(a) So long as no default or event of default, however denominated, under any Credit Document (an "Event of Default") has occurred:" is hereby amended by deleting such phrase and replacing it in its entirety with the following: (a) The Pledgors shall have the rights described in (i), (ii) and (iii) below until (x) a default or event of default, however denominated, under any Credit Document (an "Event of Default") has occurred, and (y) the notice requirement in Section 6(b) has been complied with. (g) Paragraph (a) of Section 19 of the Pledge Agreement is hereby amended by deleting such paragraph and replacing it in its entirety with the following: (a) This Agreement shall be governed by and construed in accordance with the laws of the State of New York. All capitalized terms that are used but not defined herein shall have the meanings ascribed to such terms in that certain Amended and Restated Credit Agreement dated as of October 31, 2002 (as amended, modified, supplemented or restated from time to time, the "L/C Credit Agreement"), by and among 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; provided, however that any subsequent modification of a definition made pursuant to an amendment, modification, supplement or restatement of the L/C Credit Agreement shall not apply to this Agreement unless a conforming modification of such definition is simultaneously made pursuant to an amendment, modification, supplement or restatement of the Multiyear Williams Credit Agreement. Unless otherwise defined herein or in the L/C Credit Agreement, the terms defined in Articles 8 and 9 of the New York UCC are used herein as therein defined. (h) Section 24 of the Pledge Agreement is hereby amended by deleting such Section and replacing it in its entirety with the following: 24. Incorporated Definitions and Provisions. All defined terms and other provisions (including, without limitation, the amendment provisions), that are incorporated into this Pledge Agreement by reference to other agreements or statutes shall incorporate into this Pledge Agreement the provisions of such other agreements and statutes 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 agreements or statutes; subject to the following limitations: (a) no such amendment or modification (of an above referenced agreement) shall be effective with respect to this Pledge Agreement until Collateral Trustee shall have received a copy of such amendment or modification and (b) no provision of any such amendment or modification of an above referenced agreement that imposes any additional liability, obligation or adverse effect on the Collateral Trustee shall be effective with respect to this Pledge Agreement unless the Collateral Trustee has executed a written consent to such provision or to the amendment or modification in which such provision is set forth. (i) The following Section 25 is hereby added to the Pledge Agreement: 25. Joinder. Pursuant to the terms of the Credit Documents certain Subsidiaries (hereafter referred to as the "Joining Subsidiaries") may desire to or be required to join this Pledge Agreement as Pledgors or Obligors. In connection with any such joinder the Joining Subsidiary shall cause to be executed and delivered (a) a joinder agreement substantially in the form of the joinder agreement attached hereto as Schedule VI and (b) authorization documentation, corporate documentation, perfection documentation and opinion letters reasonably satisfactory to the Collateral Trustee reflecting the status of such Joining Subsidiary and the enforceability of such agreements with respect to such Joining Subsidiary; provided, however, that the Collateral Trustee shall have no obligations with respect to the additional Pledged Collateral that results from the addition of a Joining Subsidiary as a Pledgor or Obligor pursuant to this Pledge Agreement prior to the delivery of such additional Pledged Collateral, and Collateral Trustee shall have no duty to solicit the delivery of any Pledged Collateral from any Pledgor. (j) Schedule I to Pledge Agreement is hereby amended and restated in its entirety and replaced with Schedule I attached hereto. (k) Schedule II to Pledge Agreement is hereby amended and restated in its entirety and replaced with Schedule II attached hereto. (l) A new Schedule VI to the Pledge Agreement is hereby added which is the document attached as Schedule VI hereto. 2. Acknowledgement. Williams Alaska Air Cargo Properties, L.L.C. hereby acknowledges that it is a Pledgor and original signatory to the Pledge Agreement effective as of July 31, 2002. 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 the Company and the Financial Institutions named therein, without giving effect to the terms of Section 3.3; provided, however, that the Collateral Trustee shall have no obligations with respect to the additional Pledged Collateral that results from the addition of Pledgors or Obligors as parties to the Pledge Agreement pursuant to this Amendment prior to the delivery of such additional Pledged Collateral, and the Collateral Trustee shall have no duty to solicit the delivery of any Pledged Collateral from any Pledgor or Obligor. Notwithstanding anything to the contrary herein, any provision or portion of a provision in this Amendment that is or is determined to be a release of Pledged Collateral shall not be effective to release such Pledged Collateral until the Collateral Trustee has received satisfactory documentation that such release of Pledged Collateral is permitted by or has been properly approved in accordance with the terms of the Collateral Trust Agreement. 2. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. 3. Reference to and Effect on the Pledge Agreement. The amendments set forth herein are limited precisely as written and shall not be deemed to be a consent or waiver to, or modification of any other term or condition in the Pledge Agreement or any of the documents referred to therein. Except as expressly amended and consented hereby, the terms and conditions of the Pledge Agreement shall continue in full force and effect, and as amended hereby, the Pledge Agreement is ratified and confirmed in all respects. On and after the Effective Date, the Pledge Agreement shall be deemed to mean the Pledge Agreement as amended hereby and all references to the Pledge Agreement shall be deemed to refer to the Pledge Agreement as amended hereby. 4. 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 Pledge Agreement Schedule II: Schedule II to Pledge Agreement Schedule VI: Form of Joinder Agreement IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Amendment to be signed in their respective names. THE WILLIAMS COMPANIES, INC., as Pledgor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Treasurer WILLIAMS REFINING & MARKETING, L.L.C., as Pledgor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS PETROLEUM SERVICES, LLC, as Pledgor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Senior Vice President WILLIAMS PETROLEUM PIPELINE SYSTEMS, INC., as Pledgor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Senior Vice President WILLIAMS OLEFINS, L.L.C., as Pledgor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS NATURAL GAS LIQUIDS, INC.. as Pledgor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS MIDSTREAM NATURAL GAS LIQUIDS, INC., as Pledgor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS MERCHANT SERVICES COMPANY, INC., as Pledgor By: /s/ William E. Hobbs ----------------------------------------- Name: William E. Hobbs Title: President WILLIAMS GP, LLC, as Pledgor By: /s/ Don R. Wellendorf ----------------------------------------- Name: Don R. Wellendorf Title: President and Chief Executive Officer WILLIAMS FIELD SERVICES GROUP, INC., as Pledgor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS EXPRESS, INC. (a Delaware corporation), as Pledgor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS ENERGY SERVICES, LLC, as Pledgor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS ENERGY MARKETING & TRADING COMPANY, as Pledgor By: /s/ William E. Hobbs ----------------------------------------- Name: William E. Hobbs Title: President WILLIAMS BIO-ENERGY, L.L.C., as Pledgor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS ALASKA PETROLEUM, INC., as Pledgor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS ALASKA AIR CARGO PROPERTIES, L.L.C., as Pledgor By: WILLIAMS ALASKA PETROLEUM, INC. its sole member By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Chief Executive Officer WFS-NGL PIPELINE COMPANY, INC., as Pledgor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS-LIQUIDS COMPANY, as Pledgor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS GATHERING COMPANY, L.L.C., as Pledgor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer NORTH PADRE ISLAND SPINDOWN, INC., as Pledgor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President MAPCO INC. , as Pledgor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President LONGHORN ENTERPRISES OF TEXAS, INC., as Pledgor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Senior Vice President JUAREZ PIPELINE COMPANY, AS PLEDGOR By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS ENERGY SERVICES, LLC, as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President HI-BOL PIPELINE COMPANY, as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President GOEBEL GATHERING COMPANY, L.L.C., as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer GAS SUPPLY, L.L.C., as Obligor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Senior Vice President BLACK MARLIN PIPELINE COMPANY. as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President MAPCO INC. , as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President LONGHORN ENTERPRISES OF TEXAS, INC., as Obligor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Senior Vice President JUAREZ PIPELINE COMPANY, AS OBLIGOR By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President MEMPHIS GENERATION, L.L.C., as Obligor By: /s/ William E. Hobbs ----------------------------------------- Name: William E. Hobbs Title: President MAPL INVESTMENTS, INC. as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President NORTH PADRE ISLAND SPINDOWN, INC., as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS ENTERPRISES, INC., as Obligor By: /s/ Mary Jane Bittick ----------------------------------------- Name: Mary Jane Bittick Title: Treasurer WFS - PIPELINE COMPANY, as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS - OCS GATHERING CO., as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS-NGL PIPELINE COMPANY, INC., as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS-LIQUIDS COMPANY, as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS GATHERING COMPANY, L.L.C., as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WFS-OFFSHORE GATHERING COMPANY, as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS ALASKA PETROLEUM, INC., as Obligor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS ALASKA AIR CARGO PROPERTIES, L.L.C., as Obligor By: WILLIAMS ALASKA PETROLEUM, INC. its sole member By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS FIELD SERVICES - MATAGORDA OFFSHORE COMPANY, LLC, as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS GULF COAST GATHERING COMPANY, LLC, as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS MID-SOUTH PIPELINES, LLC, as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WORTHINGTON GENERATION, L.L.C., as Obligor By: /s/ William E. Hobbs ----------------------------------------- Name: William E. Hobbs Title: President WILLIAMS ALASKA PIPELINE COMPANY, L.L.C., as Obligor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Senior Vice President WILLIAMS BIO-ENERGY, L.L.C., as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS ETHANOL SERVICES, INC., as Obligor By: /s/ Paul W. Nelson ----------------------------------------- Name: Paul W. Nelson Title: Treasurer WILLIAMS EXPRESS INC. (an Alaska corporation), as Obligor By: /s/ Ralph A. Hill ---------------------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS EXPRESS, INC. (a Delaware corporation), as Obligor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS FIELD SERVICES COMPANY, as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS FIELD SERVICES GROUP, INC., as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS GAS PROCESSING - MID-CONTINENT REGION COMPANY, as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS GAS PROCESSING - WAMSUTTER COMPANY, as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS GAS PROCESSING COMPANY, as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS GENERATING MEMPHIS, LLC. as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS GP, LLC, as Obligor By: /s/ Don R. Wellendorf ----------------------------------------- Name: Don R. Wellendorf Title: President and Chief Executive Officer WILLIAMS MEMPHIS TERMINAL, INC., as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS MERCHANT SERVICES COMPANY, INC., as Obligor By: /s/ William E. Hobbs ----------------------------------------- Name: William E. Hobbs Title: President WILLIAMS MIDSTREAM NATURAL GAS LIQUIDS, INC., as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS NATURAL GAS LIQUIDS, INC.. as Obligor By: /s/ Alan S. Armstrong ----------------------------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS OLEFINS FEEDSTOCK PIPELINES, L.L.C., as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS OLEFINS, L.L.C., as Obligor By: /s/ James G. Ivey ----------------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS PETROLEUM PIPELINE SYSTEMS, INC., as Obligor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Senior Vice President WILLIAMS PETROLEUM SERVICES, LLC, as Obligor By: /s/ Ralph A. Hill ----------------------------------------- Name: Ralph A. Hill Title: Senior Vice President WILLIAMS PRODUCTION COMPANY, L.L.C., as Obligor By: /s/ Ralph A. Hill --------------------------------- Name: Ralph A. Hill Title: Senior Vice President WILLIAMS REFINING & MARKETING, L.L.C., as Obligor By: /s/ James G. Ivey --------------------------------- Name: James G. Ivey Title: Assistant Treasurer WEG GP LLC, as Obligor By: /s/ Michael N. Mears ----------------------------------------- Name: Michael N. Mears Title: Vice President CITIBANK, N.A., as Collateral Trustee By: /s/ Camille Tomao ----------------------------------------- Name: Todd J. Mogil Title: Vice President 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 Liu Name: Claire Liu Title: Managing Director JP MORGAN CHASE BANK By: /s/ Robert W. Traband Name: Robert W. Traband Title: Vice President TORONTO DOMINION (TEXAS), INC. By: /s/ Jill Hall Name: Jill Hall Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Olivier Audemard Name: Olivier Audemard Title: Senior Vice President MERRILL LYNCH CAPITAL CORP. By: /s/ Carol J.E. Feeley Name: Carol J.E. Feeley Title: Vice President LEHMAN COMMERCIAL PAPER INC. By: /s/ Francis Chang Name: Francis Chang Title: Authorized Signatory Each of the entities reflected on the following pages is executing this Amendment as a Financial Institution party to the First Amended and Restated Credit Agreement, doted as of October 31, 2002, among the Company, Northwest Pipeline Corporation, Transcontinental Gas Pipeline Corporation, Texas Gas Transmission and the Financial Institutions named therein: AGENT: CITICORP, USA, INC., as Agent By: /s/ Todd J. Mogil Name: Todd J. Mogil Title: Vice President CO-SYNDICATION AGENTS: JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), as Co-Syndication Agent By: /s/ Robert W. Traband Name: Robert W. Traband Title: Vice President COMMERZBANK AG, as Co-Syndication Agent By: /s/ Harry Yergey Name: Harry Yergey Title: Senior Vice Pres. and Manager By: /s/ Brian Campbell Name: Brian Campbell Title: Senior Vice President DOCUMENTATION AGENT: CREDIT LYONNAIS NEW YORK BRANCH as Documentation Agent By: /s/ Olivier Audemard Name: Olivier Audemard Title: Senior Vice President BANKS: CITIBANK, USA, INC. By: /s/ Todd J. Mogil Name: Todd J. Mogil Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ N. Bell Name: N. Bell Title: Senior Manager BANK OF AMERICA, N.A. By: /s/ Claire M. Liu Name: Claire M. Kiu Title: Vice President BANK ONE, N.A. (MAIN OFFICE - CHICAGO) By: /s/ Jeanie C. Gonzalez Name: Jeanie C. Gozalez Title: Director JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK) By: /s/ Robert W. Traband Name: Robert W. Traband Title: Vice President COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES By: /s/ Brian J. Campbell Name: Brian J. Campbell Title: Senior Vice President By: /s/ W. David Suttles Name: W. David Suttles Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Olivier Audermard Name: Olivier Audermard Title: Senior V.P. NATIONAL WESTMINSTER BANK PLC NEW YORK BRANCH By: /s/ Charles Greer Name: Charles Greer Title: Senior Vice President ABN AMRO BANK, N.V. By: /s/ Frank R. Russo, Jr. Name: Frank R. Russo, Jr. Title: Group Vice President By: /s/ Jeffrey G. White Name: Jeffrey G. White Title: Vice President BANK OF MONTREAL By: /s/ Mary Lee Latta Name: Mary Lee Latta Title: Director Bank of Montreal THE BANK OF NEW YORK By: /s/ Raymond J. Palmer Name: Raymond J. Palmer Title: Vice President BARCLAYS BANK PLC By: /s/ Nicholas A. Bell Name: Nicholas A. Bell Title: Director Loan Transaction Management CIBC INC. By: /s/ George Knight Name: George Knight Title: Managing Director CIBC World Markets Corp., As Agent CREDIT SUISSE FIRST BOSTON By: /s/ James P. Moran /s/ Ian W. Nalitt Name: James P. Moran Ian W. Nalitt Title: Director Associate ROYAL BANK OF CANADA By: /s/ Peter Barnes Name: Peter Barnes Title: Senior Manager THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY By: /s/ Kelton Glassock Name: Kelton Glassock Title: Vice President and Manager By: /s/ Jay Fort Name: Jay Fort Title: Vice President FLEET NATIONAL BANK f/k/a Bank Boston, N.A. By: /s/ Matthew W. Speh Name: Matthew W. Speh Title: Authorized Officer SOCIETE GENERALE, SOUTHWEST AGENCY By: /s/ J. Douglas McMurrey, Jr. Name: J. Douglas McMurrey, Jr. Title: Managing Director TORONTO DOMINION (TEXAS), INC. By: /s/ Jill Hall Name: Jill Hall Title: Vice President UBS AG, STAMFORD BRANCH By: /s/ Kelly Smith Name: Director Title: Recovery Management WELLS FARGO BANK TEXAS, N.A. By: /s/ J. Alan Alexander Name: J. Alan Alexander Title: Vice President WESTLB AG, NEW YORK BRANCH By: /s/ Salvatore Bettnell Duncan M. Robertson Name: Salvatore Bettnell Duncan M. Robertson Title: Managing Director Director Credit Department CREDIT AGRICOLE INDOSUEZ By: /s/ Larry Materi Name: Larry Materi Title: Vice President By: /s/ Paul A. Dytrych Name: Paul A. Dytrych Title: Vice President SUNTRUST BANK By: /s/ Steven J. Newby Name: Steven J. Newby Title: Director ARAB BANKING CORPORATION (B.S.C.) By: /s/ Robert J. Ivosevich Name: Robert J. Ivosevich Title: Deputy General Manager By: /s/ Barbara O. Sanderson Name: Barbara O. Sanderson Title: VP Head of Credit BANK OF CHINA, NEW YORK BRANCH By: Name: Title: BANK OF OKLAHOMA, N.A. By: Name: Title: BNP PARIBAS, HOUSTON AGENCY By: /s/ Larry Robinson Name: Larry Robinson Title: Vice President By: /s/ Mark A. Cox Name: Mark A. Cox Title: Director DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK, NEW YORK BRANCH By: /s/ Mark Connelly Name: Mark Connelly Title: Senior V.P. By: /s/ Richard W. Wilbert Name: Richard W. Wilbert Title: Vice President KBC BANK N.V. By: /s/ Michael V. Curran Name: Robert Snauffer Title: First Vice President By: /s/ Diane M. Grimmig Name: Diane M. Grimmig Title: Vice President WACHOVIA BANK, N.A. By: /s/ David E. Humphreys Name: David E. Humphreys Title: Vice President MIZUHO CORPORATE BANK, LTD By: /s/ Jacques Azagury Name: Jacques Azagury Title: Senior Vice President and Manager SUMITOMO MITSUI BANKING CORPORATION By: /s/ Leo E. Pagarigan Name: Leo E. Pagarigan Title: Senior Vice President COMMERCE BANK, N.A. By: /s/ Dennis R. Block Name: Dennis R. Block Title: Senior Vice President ROYAL BANK OF SCOTLAND By: Name: Title: RZB FINANCE, LLC By: Name: Title: SCHEDULE I TO PLEDGE AGREEMENT SCHEDULE OF PLEDGED SHARES
NUMBER OF PERCENT OF STATE OF SHARES/ TOTAL EQUITY ORGANIZATION STOCK UNITS INTERESTS PLEDGED (PLEDGED CLASS OF CERTIFI-CATE PAR SHARES OWNED BY PLEDGOR SUBSIDIARY SUBSIDIARY) STOCK NO. VALUE UNITS PLEDGOR* ------------------ ----------------- --------------- ------------ ---------- ---------- -------------- --------------- The Williams Williams Energy DE N/A N/A N/A N/A 100% Companies, Inc. Services, LLC Williams DE Common 1 100 10 100% Natural Gas Liquids, Inc. Williams DE Common 2 1.00 1,000 100% Midstream Natural Gas Liquids, Inc. Williams DE Common 1 1.00 1,000 100% Express, Inc. Williams Energy Williams Field DE Common 5 1.00 1,000 100% Services, LLC Services Group, Inc. Williams Alaska DE N/A N/A N/A N/A 100% Pipeline Company, L.L.C. Williams DE N/A N/A N/A N/A 100% Bio-Energy, LLC Williams DE Common 3 1.00 1,000 100% Merchant Services Company, Inc. MAPCO Inc. DE Common 1 10.00 100 100%
Williams DE N/A N/A N/A N/A 100% Production Company, LLC Williams GP LLC DE N/A N/A N/A N/A 99.8% NewGP*** 99.8% Williams Energy DE Units N/A N/A Partners L.P. Common Subordinated 757,193 5.5% 4,589,193 80.8% Longhorn DE Common 3 $1.00 1,000 100% Enterprises of Texas, Inc. Williams DE N/A N/A N/A N/A 100% Petroleum Services, LLC Williams Field Black Marlin TX Common 16 0.10 44,800 100% Services Group, Pipeline Company Inc. WFS DE Common 1 0.00 100 100% Enterprises, Inc. WFS-Liquids DE Common 12 1.00 100 100% Company Williams Field DE Common 4 1.00 1,000 100% Services Company Williams Gas DE Common 2 1.00 1,000 100% Processing Company Williams Gas DE Common 5 1.00 1,000 100% Processing - Wamsutter Company
Williams Gas DE Common 5 1.00 1,000 100% Processing - Mid Continent Region Company North Padre DE Common 1 1.00 1,000 100% Island Spindown, Inc. WFS Gathering DE N/A N/A N/A N/A 100% Company, L.L.C. Williams Field DE N/A N/A N/A N/A 100% Services-Matagorda Offshore Company, LLC WFS-OCS DE Common 2 1.00 1,000 100% Gathering Co. Williams Williams Energy DE Common 7 1.00 1,000 100% Merchant Marketing & Services Trading Company Company, Inc. Williams Energy Worthington DE N/A N/A N/A N/A 100% Marketing & Generation, Trading Company L.L.C. Memphis DE N/A N/A N/A N/A 100% Generation, L.L.C. MAPCO Inc. Gas Supply, DE N/A N/A N/A N/A 100% L.L.C.
Williams Natural Juarez Pipeline DE Common 2 1.00 1,000 100% Gas Liquids, Inc. Company MAPL DE Common 2 1.00 1,000 100% Investments, Inc. WFS-NGL DE Common 3 1.00 1,000 100% Pipeline Company, Inc. Williams GP LLC DE N/A N /A N/A N/A 0.2% NewGP*** 0.2% Williams Energy DE Units N/A N/A 322,501 Partners L.P. 1,090,501 Common Subordinated 2.3% 19.2% E-Birchtree, DE A Units 1 N/A 100 90% LLC** WFS-NGL Pipeline WILPRISE DE N/A N/A N/A N/A 37.35% Company, Inc. Pipeline Company, L.L.C.** Tri-States NGL DE N/A N/A N/A N/A 16.67% Pipeline, L.L.C.** Juarez Pipeline Rio Grande TX N/A N/A N/A N/A 45% Company Pipeline Company** Williams Baton Rouge DE N/A N/A N/A N/A 27.5% Midstream Fractionators, Natural Gas L.L.C.** Liquids, Inc. Williams Williams AK Common 1 1.00 1,000 100% Express, Inc., a Express, Inc. Delaware corporation
Williams DE N/A N/A N/A N/A 100% Refining & Marketing, L.L.C. Williams Alaska AK Common 1 1.00 1,000 100% Petroleum, Inc. Williams Alaska Williams Alaska AK N/A N/A N/A N/A 100% Petroleum, Inc. Air Cargo Properties, L.L.C. Williams Williams DE N/A N/A N/A N/A 100% Olefins, L.L.C. Olefins Feedstock Pipelines, L.L.C. Williams Williams DE N/A N/A N/A N/A 100% Refining & Olefins, L.L.C. Marketing, L.L.C. Williams DE N/A N/A N/A N/A 100% Generating Memphis, LLC Williams DE Common 3 1.00 1,000 100% Memphis Terminal, Inc. Williams DE Common 4 1.00 1,000 100% Petroleum Pipeline Systems, Inc. Williams Williams DE Common 2 1.00 1,000 100% Bio-Energy, LLC Ethanol Services, Inc. Nebraska KS N/A N/A N/A N/A 74.9% Energy, L.L.C.**
WFS Gathering Goebel DE N/A N/A N/A N/A 100% Company, L.L.C. Gathering Company, L.L.C. WFS -Liquids WFS-Offshore DE Common 5 0.00 100 100% Company Gathering Company WFS - Pipeline DE Common 3 0.00 100 100% Company HI-BOL Pipeline DE Common 2 0.00 100 100% Company Williams Williams DE N/A N/A N/A N/A 100% Petroleum Mid-South Pipeline Pipelines, LLC Systems, Inc. North Padre Williams Gulf DE N/A N/A N/A N/A 100% Island Spindown, Coast Gathering Inc. Company, LLC Williams GP LLC Williams Energy DE Units N/A N/A 7,830,924 100% Partners L.P. "B Units" Williams Alaska Williams Lynxs AK N/A N/A N/A N/A 50% Air Cargo Alaska Properties, LLC Cargoport, LLC** Longhorn Longhorn DE N/A N/A N/A N/A 31.49% Enterprises of Partners Texas, Inc. Pipeline, L.P.**
Williams Longhorn DE N/A N/A N/A N/A 31.49% Petroleum Partners GP, Services, LLC L.L.C.** Wiljet, L.L.C.** AZ N/A N/A N/A N/A 50%
* Each Pledgor is pledging all of the equity interests it owns or hereafter acquires in each of its pledged Subsidiaries (except that Williams GP LLC is not pledging the general partnership interests and incentive distribution rights it owns in Williams Energy Partners L.P.). This column indicates the percent of total equity interests in the pledged Subsidiary owned by this Pledgor as of the date of this Agreement. ** Pledgor's pledge of the equity interests in this Subsidiary shall not be effective until Pledgor has obtained all necessary consents in connection with such pledge, as more fully described on Schedule XII of the L/C Credit Agreement. *** Such Pledgor's pledge of the equity interests in NewGP shall not be effective until the occurrence of the formation of NewGP. Company covenants to cause the formation of NewGP promptly following the execution of the Amendment. SCHEDULE II TO PLEDGE AGREEMENT UCC FILING OFFICES
UCC Central Filing Offices of the Secretary of State for the Following Entity States ------------------------------------------------------ -------------------------------------------------- A. Juarez Pipeline Company DE B. Longhorn Enterprises of Texas, Inc. DE C. MAPCO Inc. DE D. North Padre Island Spindown, Inc. DE E. The Williams Companies, Inc. DE F. WFS Gathering Company, L.L.C. DE G. WFS - Liquids Company DE H. WFS - NGL Pipeline Company, Inc. DE I. Williams Alaska Air Cargo Properties, LLC AK J. Williams Alaska Petroleum, Inc. AK K. Williams Bio-Energy, LLC DE L. Williams Energy Marketing & Trading Company DE M. Williams Energy Services, LLC DE N. Williams Express, Inc., a Delaware DE corporation O. Williams Field Services Group, Inc. DE P. Williams GP LLC DE Q. Williams Merchant Services Company, Inc. DE
UCC Central Filing Offices of the Secretary of State for the Following Entity States ------------------------------------------------------ -------------------------------------------------- R. Williams Midstream Natural Gas Liquids, Inc. DE S. Williams Natural Gas Liquids, Inc. DE T. Williams Olefins, L.L.C. DE U. Williams Petroleum Pipeline Systems, Inc. DE V. Williams Petroleum Services, LLC DE W. Williams Refining & Marketing, L.L.C. DE
SCHEDULE VI TO PLEDGE AGREEMENT FORM OF JOINDER AGREEMENT JOINDER AGREEMENT (name of joining subsidiary) [---------, -----] [Joining Subsidiary], a [_________ corporation] (the "Subsidiary"), hereby agrees with (a) CITIBANK, N.A., as collateral trustee for the benefit of the holders of the Secured Obligations, (b) THE WILLIAMS COMPANIES, INC., a Delaware corporation (the "Company") and (c) the other parties to the Security Documents (as defined below), as follows: All capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Credit Agreement, dated as of October 31, 2002, by and among The Williams Companies, Inc., the various lenders as are or may become parties thereto; the Issuing Banks, and Citicorp USA, Inc., as Agent and Collateral Agent (as further amended, modified, supplemented, renewed, extended or restated from time to time, the "Credit Agreement"). In accordance with the terms of the [Security Agreement, Pledge Agreement and Collateral Trust Agreement] (collectively, the "Security Documents"), the Subsidiary hereby (a) [joins the Security Agreement as a party thereto and assumes all the obligations of a Grantor (as defined in the Security Agreement) under the Security Agreement], (b) [joins the Pledge Agreement as a party thereto and assumes all the obligations of a Pledgor (as defined in the Pledge Agreement) under the Pledge Agreement], (c) [joins the Collateral Trust Agreement as a party thereto and assumes all the obligations of a Debtor (as defined in the Collateral Trust Agreement) under the Collateral Trust Agreement], (d) agrees to be bound by the provisions of the Security Documents as if the Subsidiary had been an original party to the Security Documents, and (e) confirms that, after joining the Security Documents as set forth above, the representations and warranties set forth in each of the Credit Documents with respect to the Subsidiary are true and correct in all material respects as of the date of this Joinder Agreement. For purposes of notices under the Security Documents, the notice address for the Subsidiary may be given to the Subsidiary by providing notice addressed to [Subsidiary's Name] c/o The Williams Companies, Inc., in any manner that notice is permitted to be given to the Company pursuant to the terms of the Credit Agreement. [Schedule I and Schedule II to the Security Agreement are hereby supplemented with the information set forth on Exhibit I to this Joinder Agreement.] [Schedule I and Schedule II to the Pledge Agreement are hereby supplemented with the information regarding the Subsidiary set forth on Exhibit II to this Joinder Agreement.] THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as of the ___ day of ____________,______. [Joining Subsidiary] By: ------------------------------ Name: ------------------------------ Title: -----------------------------