Second Amendment to Credit Agreement among Williams OLP, L.P., Guarantors, and Bank of America, N.A.

Summary

This amendment updates the existing credit agreement between Williams OLP, L.P., its guarantors, Bank of America, N.A. (as administrative agent), and the participating lenders. The amendment increases the Acquisition Subfacility Commitment by $25 million, modifies how certain expenses are calculated for financial ratios, and replaces specific schedules and exhibits. The amendment is effective once all parties sign and a fee is paid. All other terms of the original agreement remain in effect, and the parties reaffirm their obligations under the loan documents.

EX-10.2 4 d89742ex10-2.txt 2ND AMENDMENT TO CREDIT AGREEMENT 1 EXHIBIT 10.2 FORM OF SECOND AMENDMENT TO CREDIT AGREEMENT THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is entered into as of July 31, 2001, among WILLIAMS OLP, L.P., a Delaware limited partnership ("BORROWER"), the undersigned Guarantors ("GUARANTORS"), BANK OF AMERICA, N.A., as Administrative Agent (the "ADMINISTRATIVE AGENT") for the Lenders under the Credit Agreement hereinafter referenced, and the Lenders (as defined in the Credit Agreement) party hereto. Reference is made to the Credit Agreement dated as of February 6, 2001 (the "CREDIT AGREEMENT") among Borrower, Administrative Agent, Lehman Commercial Paper, Inc., as Syndication Agent, SunTrust Bank as Documentation Agent, and the Lenders party thereto, as amended by that certain First Amendment to Credit Agreement dated as of July 31, 2001. Unless otherwise defined in this Amendment, capitalized terms used herein shall have the meaning set forth in the Credit Agreement; all Section and Schedule references herein are to Sections and Schedules in the Credit Agreement; and all Paragraph references herein are to Paragraphs in this Amendment. RECITALS A. Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement, as herein set forth, in order to increase the Revolver Commitment by increasing the Acquisition Subfacility Commitment by $25,000,000. B. Additionally, Borrower has requested a modification of the definition of Consolidated Net Income which would cap general and administrative expenses at $1,500,000 for each quarter prior to the second quarter of 2001 for purposes of calculating the Interest Coverage Ratio, the Leverage Ratio and the Applicable Rate. C. Subject to the terms and conditions of this Amendment, the Lenders are willing to agree to such amendments. Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows: PARAGRAPH 1. AMENDMENTS. 1.1 DEFINITIONS. (a) The definition of "ACQUISITION SUBFACILITY COMMITMENT" is amended in its entirety to read as follows: "ACQUISITION SUBFACILITY COMMITMENT means an amount (subject to reduction or cancellation as herein provided) equal to $73,000,000.00." (b) The definition of "CONSOLIDATED NET INCOME" is amended to add the following language to the end of such definition: "For purposes of determining compliance with SECTIONS 7.14(a) and 7.14(b) and for purposes of determining the Applicable Rate, Consolidated Net Income for each of the fiscal quarters ending on or SECOND AMENDMENT TO CREDIT AGREEMENT 1 2 prior to March 31, 2001 shall not include G&A Expenses in excess of $1,500,000 for such quarter. "G&A EXPENSES" shall mean general and administrative expenses required to be reimbursed by Borrower to TWC pursuant to the Omnibus Agreement." 1.2 SCHEDULE 2.01. SCHEDULE 2.01 is hereby deleted in its entirety and SCHEDULE 2.01 attached hereto is substituted in lieu thereof. 1.3 EXHIBITS. (a) EXHIBIT A-1 is hereby deleted in its entirety and EXHIBIT A-1 attached hereto is substituted in lieu thereof. (b) EXHIBIT C-1 is hereby deleted in its entirety and EXHIBIT C-1 attached hereto is substituted in lieu thereof. PARAGRAPH 2. EFFECTIVE DATE. Notwithstanding any contrary provision, this Amendment is not effective until the date (the "EFFECTIVE DATE") (a) the Administrative Agent shall have received counterparts of this Amendment, executed by Borrower, Guarantors and each of the Lenders, and (b) Borrower shall have paid to the Administrative Agent for the account of each Lender an amendment fee equal to 25 basis points times the amount of the increase in such Lender's Commitment reflected in SCHEDULE 2.01 attached hereto. PARAGRAPH 3. ACKNOWLEDGMENT AND RATIFICATION. As a material inducement to the Administrative Agent and the Lenders to execute and deliver this Amendment, Borrower and each Guarantor (a) consent to the agreements in this Amendment and (b) agree and acknowledge that the execution, delivery, and performance of this Amendment shall in no way release, diminish, impair, reduce, or otherwise affect the respective obligations of Borrower or any Guarantor under the Loan Documents to which it is a party, which Loan Documents shall remain in full force and effect, and all guaranties and Rights thereunder are hereby ratified and confirmed. PARAGRAPH 4. REPRESENTATIONS. As a material inducement to the Administrative Agent and the Lenders to execute and deliver this Amendment, Borrower and each Guarantor represent and warrant to the Administrative Agent and the Lenders that as of the Effective Date of this Amendment and as of the date of execution of this Amendment, (a) all representations and warranties in the Loan Documents are true and correct in all material respects as though made on the date hereof, except to the extent that any of them speak to a different specific date, and (b) no Default or Event of Default exists. PARAGRAPH 5. EXPENSES. Borrower shall pay all reasonable costs, fees, and expenses paid or incurred by Administrative Agent incident to this Amendment, including, without limitation, the fees and expenses of Administrative Agent's counsel in connection with the negotiation, preparation, delivery, and execution of this Amendment and any related documents. PARAGRAPH 6. MISCELLANEOUS. This Amendment is a "Loan Document" referred to in the Credit Agreement. The provisions relating to Loan Documents in ARTICLE 10 of the Credit Agreement are incorporated in this Amendment by reference. Unless stated otherwise (a) the singular number includes the plural and vice versa and words of any gender include each other gender, in each case, as appropriate, (b) headings and captions may not be construed in interpreting provisions, (c) this Amendment must be construed, and its performance enforced, under New York law, (d) if any part of this Amendment is for any reason found to be unenforceable, all other portions of it nevertheless remain enforceable, and (e) SECOND AMENDMENT TO CREDIT AGREEMENT 2 3 this Amendment may be executed in any number of counterparts with the same effect as if all signatories had signed the same document, and all of those counterparts must be construed together to constitute the same document. PARAGRAPH 7. ENTIRE AGREEMENT. THIS AMENDMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES ABOUT THE SUBJECT MATTER OF THIS AMENDMENT AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. PARAGRAPH 8. PARTIES. This Amendment binds and inures to the benefit of Borrower, Guarantors, Administrative Agent, the Lenders, and their respective successors and assigns. PARAGRAPH 9. FURTHER ASSURANCES. The parties hereto each agree to execute from time to time such further documents as may be necessary to implement the terms of this Agreement. The parties hereto have executed this Amendment in multiple counterparts to be effective as of the Effective Date. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGES TO FOLLOW. SECOND AMENDMENT TO CREDIT AGREEMENT 3 4 BORROWER: WILLIAMS OLP, L.P. By: WILLIAMS GP LLC, its General Partner By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 5 GUARANTORS: WILLIAMS NGL, LLC By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- WILLIAMS TERMINALS HOLDING L.P. By: WILLIAMS NGL, LLC, its General Partner By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- WILLIAMS PIPELINES HOLDINGS L.P. By: WILLIAMS NGL, LLC, its General Partner By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- WILLIAMS AMMONIA PIPELINE L.P. By: WILLIAMS NGL, LLC, its General Partner By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 6 bank of america, n.a., as Administrative Agent and as a Lender By: -------------------------------------- Claire M. Liu Managing Director [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 7 LEHMAN COMMERCIAL PAPER, INC. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 8 SUNTRUST BANK By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 9 ABN AMRO BANK, N.V. By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 10 NATIONAL WESTMINSTER BANK PLC, NEW YORK BRANCH By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 11 BANK ONE, NA By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 12 BARCLAYS BANK PLC By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 13 BAYERISCHE LANDESBANK GIROZENTRALE, CAYMAN ISLANDS BRANCH By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 14 NATEXIS BANQUES POPULAIRES By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 15 UBS AG, STAMFORD BRANCH By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO SECOND AMENDMENT TO CREDIT AGREEMENT] 16 SCHEDULE 2.01 COMMITMENTS

SCHEDULE 2.01 17 EXHIBIT A-1 FORM OF BORROWING NOTICE Date: ___________, _____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of February 6, 2001 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT;" the terms defined therein being used herein as therein defined), among Williams OLP, L.P., a Delaware limited partnership (the "BORROWER"), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Lehman Commercial Paper, Inc., as Syndication Agent, and SunTrust Bank, as Documentation Agent. The undersigned hereby requests (select one): I. REVOLVER FACILITY A. Acquisition Subfacility 1. Status Information for the Acquisition Subfacility (a) Amount of the Acquisition Subfacility: $73,000,000 (b) Acquisition Subfacility Principal Debt prior to the Borrowing requested herein: $____________ (c) Principal amount of Loans under the Acquisition Subfacility available to be borrowed: $______________ 2. Amount of Borrowing: $___________ 3. Requested date of Borrowing: _________________, 200_. 4. Requested Type of Loan and applicable Dollar amount: (a) Base Rate Loan for $________________________. (b) Eurodollar Rate Loan with Interest Period of: (i) one month for $_______________ (ii) two months for $_______________ (iii) three months for $_______________ (iv) six months for $_______________ Exhibit A-1 Page 1 Form of Borrowing Notice 18 B. Working Capital/Distribution Subfacility 1. Status Information for the Working Capital/Distribution Subfacility (a) Amount of the Working Capital/Distribution Subfacility: $12,000,000 (b) Working Capital/Distribution Subfacility Principal Debt prior to the Borrowing requested herein: $____________ (c) Principal amount of Loans under the Working Capital/Distribution Subfacility available to be borrowed (prior to the following requested herein) (1(a) minus 1(b)): $______________ 2. Amount of Borrowing: $____________ 3. Requested date of Borrowing: ______________, 200_. 4. Requested Type of Loan and applicable Dollar amount: (a) Base Rate Loan for $________________________. (b) Eurodollar Rate Loan with Interest Period of: (i) one month for $_______________ (ii) two months for $_______________ (iii) three months for $_______________ (iv) six months for $_______________ 5. Purpose of Loan: ___ Working Capital ___ To fund Quarterly Distribution (Section 6.11(c)(ii) of the Agreement) 6. If the Loan is for the purpose of funding Quarterly Distribution: Amount remaining undrawn under the Working Capital/Distribution Subfacility after giving effect to the Borrowing herein requested is: $___________ (must be not less than $9,000,000) II. Term Loan Facility 1. Amount of Borrowing: $___________ 2. Requested date of Borrowing: _________________, 200_. 3. Requested Type of Loan and applicable Dollar amount: (a) Base Rate Loan for $________________________. (b) Eurodollar Rate Loan with Interest Period of: Exhibit A-1 Page 2 Form of Borrowing Notice 19 (i) one month for $_______________ (ii) two months for $_______________ (iii) three months for $_______________ (iv) six months for $_______________ The undersigned hereby certifies that the following statements will be true on the date of the proposed Borrowing(s) after giving effect thereto and to the application of the proceeds therefrom: (a) the representations and warranties of the Borrower contained in ARTICLE V of the Agreement are true and correct as though made on and as of such date (except such representations and warranties which expressly refer to an earlier date, which are true and correct as of such earlier date); and (b) no Default or Event of Default has occurred and is continuing, or would result from such proposed Borrowing(s). The Borrowing requested herein complies with SECTIONS 2.01, 2.02 and 2.03 of the Agreement, as applicable. WILLIAMS OLP, L.P. By Williams GP LLC, its General Partner By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- Exhibit A-1 Page 3 Form of Borrowing Notice 20 EXHIBIT C-1 FORM OF COMPLIANCE CERTIFICATE (Pursuant to SECTION 6.02 of the Agreement) Financial Statement Date: ___________, ____ To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of February 6, 2001 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT;" the terms defined therein being used herein as therein defined), among Williams OLP, L.P., a Delaware limited partnership (the "BORROWER"), the Lenders from time to time party thereto, Bank of America, N.A., as Administrative Agent, Lehman Commercial Paper, Inc., as Syndication Agent, and SunTrust Bank, as Documentation Agent. Capitalized terms used herein but not defined herein shall have the meaning set forth in the Agreement. The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the _________________________________________ of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that: [Use following for fiscal year-end financial statements] 1. Attached hereto as SCHEDULE 1 are the year-end unaudited financial statements required by SECTION 6.01(b) of the Agreement for the fiscal year of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. Attached hereto as SCHEDULE 2 are the year-end audited financial statements required by SECTION 6.01(d) of the Agreement for the fiscal year of the MLP ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. [Use following for fiscal quarter-end financial statements] 1. Attached hereto as SCHEDULE 1 are the unaudited financial statements required by SECTION 6.01(c) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. 2. Attached hereto as SCHEDULE 3 are the unaudited financial statements required by SECTION 6.01(d) of the Agreement for the fiscal quarter of the MLP ended as of the above date, together with a certificate of a Responsible Officer of the MLP stating that such financial statements fairly present the financial condition, results of operations and cash flows of the MLP and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes. Exhibit C-1 Page 1 Form of Compliance Certificate 21 [Use the following for both fiscal year-end and quarter-end financial statements] 3. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by the attached financial statements. 4. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and no Default or Event of Default has occurred and is continuing except as follows (list of each such Default or Event of Default and include the information required by SECTION 6.03 of the Credit Agreement): [ ] 5. The covenant analyses and information set forth on SCHEDULE 2 attached hereto are true and accurate on and as of the date of this Certificate. IN WITNESS WHEREOF, the undersigned has executed this Certificate as of ______________, ________. WILLIAMS OLP, L.P. By: Williams GP LLC, its General Partner By: -------------------------------------- Name: ------------------------------------ Title: ----------------------------------- Exhibit C-1 Page 2 Form of Compliance Certificate 22 For the Quarter/Year ended ___________________("STATEMENT DATE") SCHEDULE 2 to the Compliance Certificate ($ in 000's) I. SECTION 2.01(a) - Acquisition Subfacility ($73,000,000) A. Acquisition Subfacility Principal Debt on the first day of the most recently ended fiscal quarter (the "SUBJECT QUARTER"): $__________ B. Borrowings under the Acquisition Subfacility during the Subject Quarter (list each by the date and $ amount of the Borrowing): Date $Amount ---- ------ C. Borrowings repaid under the Acquisition Subfacility during the Subject Quarter (list each by the date and $ amount of the repayment): Date $Amount ---- ------ D. Acquisition Subfacility Principal Debt on the last day of the Subject Quarter: $__________ E. On any day during the Subject Quarter, did the Acquisition Subfacility Principal Debt exceed $73,000,000? YES/NO II. SECTION 2.01(b) - Working Capital/Distribution Subfacility ($12,000,000) A. Working Capital/Distribution Subfacility Principal Debt on the first day of the Subject Quarter: $__________ B. Borrowings under the Working Capital/Distribution Subfacility to fund working capital requirements of the Borrower and its Subsidiaries (list each by the date and $ amount of the Borrowing): Date $Amount ---- ------ C. Borrowings under the Working Capital/Distribution Subfacility to fund Quarterly Distributions (list each by the date and $ amount of the Borrowing): Date $Amount ---- ------ D. Borrowings repaid under the Working Capital/Distribution Subfacility (list each by the date and $ amount of the repayment): Date $Amount ---- ------ E. Working Capital/Distribution Subfacility Principal Debt on the last day of the Subject Quarter: $_________

Exhibit C-1 Page 3 Form of Compliance Certificate 23 F. On any day during the Subject Quarter, did the Working Capital/Distribution Subfacility Principal Debt exceed $12,000,000? YES/NO G. On the date of each Borrowing under the Working Capital/Distribution Subfacility (after giving effect to such Borrowing), was the undrawn amount of Working Capital/Distribution Subfacility Commitment $9,000,000 or more? (SECTION 2.01(b)) YES/NO III. SECTION 6.13 - Clean Down Period for Working Capital/Distribution Subfacility A. One clean down period of fifteen (15) consecutive days during the twelve (12) month period beginning on the Initial Funding Date, and for a period of fifteen (15) consecutive days each twelve (12) month period thereafter is required. For the current twelve (12) month period, describe the clean down period (period of consecutive days (and dates) during the current twelve (12) month period that the Working Capital/Distribution Subfacility Principal Debt = $0.00): # of Days Dates --------- ----- IV. SECTION 7.03 - Indebtedness A. Principal amount of purchase money indebtedness outstanding (SECTION 7.03(c)): $__________ Maximum permitted $5,000,000 B. Principal amount of unsecured Indebtedness and Synthetic Leases permitted pursuant to SECTION 7.03(d): 1. Amount of unsecured Indebtedness: $__________ 2. Amount of Synthetic Leases: $__________ 3. Aggregate amount of unsecured Indebtedness and Synthetic Leases under SECTION 7.03(d) (IV.B.1 + IV.B.2): $__________ Maximum permitted: $75,000,000. C. Principal amount of Permitted Affiliated Subordinated Debt outstanding (SECTION 7.03(e)): $__________ Maximum permitted: $50,000,000

Exhibit C-1 Page 4 Form of Compliance Certificate 24 V. SECTION 7.14(a) - Interest Coverage Ratio. A. Consolidated EBITDA for the relevant period (as specified in the definition of "Interest Coverage Ratio") ending on above date ("SUBJECT PERIOD"): 1. Consolidated Net Income for Subject Period: $__________ 2. Consolidated Interest Charges for Subject Period: $__________ 3. Provision for income taxes for Subject Period: $__________ 4. Depreciation expenses for Subject Period: $__________ 5. Amortization expenses for intangibles for Subject Period: $__________ 6. Consolidated EBITDA (prior to pro forma adjustments for Asset Acquisitions pursuant to SECTION 7.14(c)(i)) (Lines V.A.1 + 2 + 3 + 4 + 5): $__________ 7. Pro forma adjustments to EBITDA for Asset Acquisitions during the Subject Period (SECTION 7.14(c)(i)), giving effect to such Asset Acquisitions on a pro forma basis for the Subject Period as if such Asset Acquisitions occurred on the first day of the Subject Period: $__________ 8. Consolidated EBITDA, including pro forma adjustments for Asset Acquisitions (Lines V.A.6 + V.A.7): $__________ B. Consolidated Interest Charges for Subject Period: 1. Consolidated Interest Charges for the Subject Period: $__________ 2. Pro forma adjustment for Interest Charges during the Subject Period: $__________ 3. Consolidated Interest Charges, including pro forma adjustments (Lines V.B.1 + V.B.2): $__________

Exhibit C-1 Page 5 Form of Compliance Certificate 25 C. Consolidated Lease and Rental Expense for Subject Period: 1. Consolidated Lease and Rental Expense for the Subject Period: $__________ 2. Pro forma adjustment for Consolidated Lease and Rental Expense during the Subject Period: $__________ 3. Consolidated Lease and Rental Expense, including pro forma adjustments (Lines V.C.1 + V.C.2): $__________ D. Interest Coverage Ratio: 1. Consolidated EBITDA adjusted for Asset Acquisitions (Line V.A.8): $__________ 2. Consolidated Interest Charges adjusted for Asset Acquisitions (Line V.B.3): $__________ 3. Consolidated Lease and Rental Expense, including pro forma adjustments (Line V.C.3): $__________ 4. Interest Coverage Ratio (Line V.D.1 + Line V.D.3) / (Line V.D.2 + Line V.D.3): _____ to 1.0 Minimum required: 3.0:1.0 VI. SECTION 7.14(b) - Leverage Ratio A. Consolidated Total Debt: $__________ B. Permitted Affiliate Subordinated Debt: $__________ C. Consolidated Total Debt excluding Permitted Affiliate Subordinated Debt (Line VI.A minus Line VI.B): $__________ D. Consolidated EBITDA (including pro forma adjustments for Asset Acquisitions) (Line V.A.8 above): $__________ E. Leverage Ratio (Line VI.C / Line VI.D): _____ to 1.0 Maximum permitted: 4.0:1.0

~~Exhibit C-1 Page 6 Form of Compliance Certificate~~