EX-10.(N) Credit Agreement

EX-10.(N) 6 d04048exv10wxny.txt EX-10.(N) CREDIT AGREEMENT EXHIBIT 10(n) CREDIT AGREEMENT among WILLIAMS PIPE LINE COMPANY, LLC and WILLIAMS ENERGY PARTNERS L.P., as Co-Borrowers BANK OF AMERICA, N.A., as Administrative Agent LEHMAN BROTHERS INC. and CITIBANK, N.A. as Syndication Agents MERRILL LYNCH & CO., as Documentation Agent and The Lenders Party Hereto $700,000,000 SENIOR CREDIT FACILITY BANC OF AMERICA SECURITIES LLC AND J.P. MORGAN SECURITIES, INC., as Joint Lead Arrangers and Joint Book Managers Dated as of April 11, 2002 i TABLE OF CONTENTS

ii 5.12 ERISA Compliance........................................................................... 32 5.13 Subsidiaries............................................................................... 32 5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act; Use of Proceeds............................................................... 32 5.15 Disclosure................................................................................. 33 5.16 Labor Matters.............................................................................. 33 5.17 Compliance with Laws....................................................................... 33 5.18 Solvency................................................................................... 33 5.19 Fairness Opinions.......................................................................... 33 ARTICLE VI. AFFIRMATIVE COVENANTS................................................................................ 34 6.01 Financial Statements....................................................................... 34 6.02 Certificates; Other Information............................................................ 35 6.03 Notices.................................................................................... 35 6.04 Payment of Obligations..................................................................... 36 6.05 Preservation of Existence, Etc............................................................. 36 6.06 Maintenance of Assets and Business......................................................... 36 6.07 Maintenance of Insurance................................................................... 36 6.08 Compliance with Laws....................................................................... 36 6.09 Books and Records.......................................................................... 36 6.10 Inspection Rights.......................................................................... 36 6.11 Compliance with ERISA...................................................................... 37 6.12 Use of Proceeds............................................................................ 37 6.13 Guaranties................................................................................. 37 6.14 Material Agreements........................................................................ 37 ARTICLE VII. NEGATIVE COVENANTS.................................................................................. 37 7.01 Liens...................................................................................... 37 7.02 Investments................................................................................ 38 7.03 Indebtedness, Synthetic Leases and Swap Obligations........................................ 38 7.04 Fundamental Changes........................................................................ 39 7.05 Dispositions............................................................................... 39 7.06 Lease Obligations.......................................................................... 40 7.07 Restricted Payments........................................................................ 40 7.08 ERISA...................................................................................... 40 7.09 Nature of Business; Capital Expenditures................................................... 40 7.10 Transactions with Affiliates............................................................... 40 7.11 Burdensome Agreements...................................................................... 41 7.12 Use of Proceeds............................................................................ 41 7.13 Material Agreements........................................................................ 41 7.14 Financial Covenants........................................................................ 41 ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES..................................................................... 41 8.01 Events of Default.......................................................................... 41 8.02 Remedies Upon Event of Default............................................................. 43 ARTICLE IX. ADMINISTRATIVE AGENT................................................................................. 43 9.01 Appointment and Authorization of Administrative Agent...................................... 43 9.02 Delegation of Duties....................................................................... 44 9.03 Liability of Administrative Agent.......................................................... 44 9.04 Reliance by Administrative Agent........................................................... 44

iii 9.05 Notice of Default.......................................................................... 45 9.06 Credit Decision; Disclosure of Information by Administrative Agent......................... 45 9.07 Indemnification of Administrative Agent.................................................... 45 9.08 Administrative Agent in its Individual Capacity............................................ 46 9.09 Successor Administrative Agent............................................................. 46 9.10 Other Agents; Lead Managers................................................................ 47 ARTICLE X. MISCELLANEOUS......................................................................................... 47 10.01 Amendments, Etc............................................................................ 47 10.02 Notices and Other Communications; Facsimile Copies......................................... 48 10.03 No Waiver; Cumulative Remedies............................................................. 49 10.04 Attorney Costs; Expenses and Taxes......................................................... 49 10.05 Indemnification............................................................................ 49 10.06 Payments Set Aside......................................................................... 50 10.07 Successors and Assigns..................................................................... 50 10.08 Confidentiality............................................................................ 52 10.09 Set-off.................................................................................... 53 10.10 Interest Rate Limitation................................................................... 53 10.11 Counterparts............................................................................... 53 10.12 Integration................................................................................ 53 10.13 Survival of Representations and Warranties................................................. 54 10.14 Severability............................................................................... 54 10.15 Foreign Lenders............................................................................ 54 10.16 Governing Law.............................................................................. 54 10.17 Waiver of Right to Trial by Jury........................................................... 55 10.18 No General Partner's Liability............................................................. 55 10.19 Entire Agreement........................................................................... 56 SIGNATURES.............................................................................................. S-1

iv SCHEDULES 2.01 Commitments 5.13 Subsidiaries and Other Equity Investments 10.02 Addresses for Notices to Borrower, Guarantors and Administrative Agent EXHIBITS Form of A-1 Borrowing Notice A-2 Conversion/Continuation Notice B Note C Compliance Certificate pursuant to SECTION 6.02(a) D Assignment and Acceptance E Subsidiary Guaranty F-1 and F-2 Opinions of Counsel v CREDIT AGREEMENT This CREDIT AGREEMENT ("AGREEMENT") is entered into as of April 11, 2002, among WILLIAMS PIPE LINE COMPANY, LLC, a Delaware limited liability company, and WILLIAMS ENERGY PARTNERS L.P., a Delaware limited partnership (each a "BORROWER" and collectively, the "BORROWERS"), jointly and severally, each lender from time to time party hereto (collectively, the "LENDERS" and individually, a "LENDER"), BANK OF AMERICA, N.A., as Administrative Agent, LEHMAN BROTHERS INC. and CITIBANK, N.A., as Syndication Agents, and MERRILL LYNCH & CO., as Documentation Agent. The Borrowers have requested that the Lenders provide a term loan facility, and the Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows: ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS 1.01 DEFINED TERMS. As used in this Agreement, the following terms shall have the meanings set forth below: ACCEPTABLE INDEMNITY means, with respect to a judgment, an agreement between the Borrowers or other Borrower Affiliate as indemnitee (the "INDEMNITEE") and a third party as indemnitor (the "INDEMNITOR") pursuant to which the Borrowers or such other Borrower Affiliate are )or is, as the case may be) entitled to be indemnified against and reimbursed for any and all losses, liabilities, and expenses arising in connection with such judgment, provided that (i) the Indemnitor shall be reasonably acceptable to the Required Lenders, (ii) the Indemnitor shall have accepted liability pursuant to a written undertaking that is satisfactory to the Required Lenders, and (iii) unless otherwise agreed by the Required Lenders, the Indemnitor's obligations shall be secured, pursuant to arrangements that are reasonably satisfactory to the Required Lenders, by cash collateral pledged to the Indemnitee or by a letter of credit, guaranty, bond or other credit support issued for the benefit of the Indemnitee. ADMINISTRATIVE AGENT means Bank of America in its capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. ADMINISTRATIVE AGENT'S OFFICE means the Administrative Agent's address and, as appropriate, account as set forth on SCHEDULE 10.02, or such other address or account as the Administrative Agent may from time to time notify to the Borrower and the Lenders. ADMINISTRATIVE DETAILS FORM means the Administrative Details Reply Form furnished by a Lender to the Administrative Agent in connection with this Agreement. AFFILIATE means, as to any Person, any other Person directly or indirectly controlling, controlled by, or under direct or indirect common control with, such Person. A Person shall be deemed to be controlled by any other Person if such other Person possesses, directly or indirectly, power (a) to vote 50% or more of the securities (on a fully diluted basis) having ordinary voting power for the election of directors or managing general partners; or (b) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise. 1 AGENT-RELATED PERSONS means the Administrative Agent (including any successor administrative agent), together with its Affiliates (including, in the case of Bank of America in its capacity as the Administrative Agent, Banc of America Securities LLC), and the officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates. AGGREGATE COMMITMENTS has the meaning set forth in the definition of "COMMITMENT." AGGREGATE COMMITTED SUM means, on any date of determination, the sum of all Committed Sums then in effect for all Lenders (as the same may have been reduced or canceled as provided in the Loan Documents), not to exceed $700,000,000. AGREEMENT means this Credit Agreement. APPLICABLE MARGIN means (a) from the Closing Date until the day that is 120 days after the Closing Date, a percentage per annum equal to: (i) two and one-half percent (2.50%), with respect to Eurodollar Rate Loans, and (ii) one and one-half percent (1.50%), with respect to Base Rate Loans; and (b) commencing on the date that is 120 days after the Closing Date and continuing thereafter until the Loans are repaid in full, a percentage per annum equal to: (i) four percent (4.0%), with respect to Eurodollar Rate Loans, and (ii) three percent (3.0%), with respect to Base Rate Loans. APPROVED FUND means any Fund that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. ARRANGERS means Banc of America Securities LLC and J.P. Morgan Securities, Inc., in their capacities as joint lead arrangers and joint book managers, and ARRANGER means either one of them. ASSIGNMENT AND ACCEPTANCE means an Assignment and Acceptance substantially in the form of EXHIBIT D. ATTORNEY COSTS means and includes all reasonable fees and disbursements of any law firm or other external counsel and the reasonable allocated cost of internal legal services and all reasonable disbursements of internal counsel. ATTRIBUTABLE INDEBTEDNESS means, on any date, in respect of any Capital Lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP. ATTRIBUTABLE PRINCIPAL means, on any date, in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. AUTHORIZATIONS means all filings, recordings, and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, franchises, licenses, certificates, and permits from, any Governmental Authority. BANK GUARANTIES means guaranties or other agreements or instruments serving a similar function issued by a bank or other financial institution. BANK OF AMERICA means Bank of America, N.A. 2 BASE RATE means for any day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Bank of America as its "prime rate." Such rate is a rate set by Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Bank of America shall take effect at the opening of business on the day specified in the public announcement of such change. BASE RATE LOAN means a Loan that bears interest based on the Base Rate. BOARD means the Board of Governors of the Federal Reserve System of the United States of America. BORROWER and BORROWERS has the meaning set forth in the introductory paragraph hereto. BORROWER AFFILIATE has the meaning set forth in SECTION 8.01(e). BORROWER OPERATING AGREEMENTS has the meaning set forth in SECTION 4.01(a)(viii). BORROWING means a borrowing consisting of simultaneous Loans of the same Type and having the same Interest Period made by each of the Lenders pursuant to SECTION 2.01. BORROWING NOTICE means a notice of (a) a Borrowing, (b) a conversion of Loans from one Type to the other, or (c) a continuation of Loans as the same Type, pursuant to SECTION 2.02(a), which, if in writing, shall be substantially in the form of EXHIBIT A-1 or A-2, as applicable. BUSINESS DAY means any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, the state where the Administrative Agent's Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and between banks in the applicable offshore Dollar interbank market. CAPITAL EXPENDITURE by a Person means an expenditure (determined in accordance with GAAP) for any fixed asset owned by such Person for use in the operations of such Person having a useful life of more than one year, or any improvements or additions thereto. CAPITAL LEASE means any capital lease or sublease which should be capitalized on a balance sheet in accordance with GAAP. CASH EQUIVALENTS means: (a) United States Dollars; (b) direct general obligations, or obligations of, or obligations fully and unconditionally guaranteed as to the timely payment of principal and interest by, the United States or any agency or instrumentality thereof having maturities of not more than 13 months, but excluding any such securities whose terms do not provide for payment of a fixed dollar amount upon maturity or call for redemptions; 3 (c) certificates of deposit and eurodollar time deposits with maturities of 13 months or less, bankers acceptances with maturities not exceeding 180 days, overnight bank deposits and other similar short term instruments, in each case with any domestic commercial bank having capital and surplus in excess of $500,000,000 and having a rating of at least "A2" by Moody's Investors Service and at least "A" by Standard & Poor's Corporation; (d) repurchase obligations with a term of not more than 13 months for underlying securities of the types described in (b) and (c) above entered into with any financial institution meeting the qualifications in (c) above; (e) commercial paper (having original maturities of not more than 270 days) of any person rated "P-1" or better by Moody's Investors Service or "A-1" or the equivalent by Standard & Poor's Corporation; and (f) money market mutual or similar funds having assets in excess of $100,000,000, at least 95% of the assets of which comprise assets specified in clause (a) through (e) above. CHANGE OF CONTROL means (a) the failure of TWC to own, directly or indirectly, free of all Liens, 100% of the general partner interests in the MLP, (b) the failure of TWC to control the management of both the MLP and Williams LLC, or (c) the failure of the MLP to own all of the member interests in Williams LLC. CHANGE IN LAW means (a) the adoption of any Law after the date of this Agreement, (b) any change in any Law or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement, or (c) compliance by any Lender (or, for purposes of SECTION 3.04(b), by any lending office of such Lender or by such Lender's holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. CLOSING DATE means the date on which all conditions precedent in SECTION 4.01 and 4.02 are satisfied or waived in accordance with SECTION 4.01 and 4.02 (or, in the case of SECTIONS 4.01(b) and (c), waived by the Person entitled to receive the applicable payment). CODE means the Internal Revenue Code of 1986. COMMITMENT means, as to each Lender, its obligation to lend to the Borrower on the Closing Date pursuant to SECTION 2.01, in an amount not to exceed its Committed Sum, as such amount may be reduced or adjusted from time to time in accordance with this Agreement (collectively, the "AGGREGATE COMMITMENTS"). COMMITTED SUM means, for any Lender, at any date of determination occurring prior to the date of the initial Borrowing, the amount stated beside such Lender's name under the heading for the Senior Credit Facility on the most-recently amended SCHEDULE 2.01 to this Agreement (which amount is subject to increase, reduction, or cancellation in accordance with the Loan Documents). COMPANY and COMPANIES means, on any date of determination thereof, the Borrowers and each of their respective Subsidiaries. COMPLIANCE CERTIFICATE means a certificate substantially in the form of EXHIBIT C. 4 CONSOLIDATED EBITDA means, for any period, for Williams LLC and its Subsidiaries on a consolidated basis, an amount equal to the sum of (a) Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount of taxes, based on or measured by income, used or included in the determination of such Consolidated Net Income, and (d) the amount of depreciation and amortization expense deducted in determining such Consolidated Net Income. CONSOLIDATED INTEREST CHARGES means, for any period, for Williams LLC and its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium payments, fees, charges and related expenses of Williams LLC and its Subsidiaries in connection with Indebtedness (including capitalized interest), in each case to the extent treated as interest in accordance with GAAP, and (b) the portion of rent expense of Williams LLC and its Subsidiaries with respect to such period under Capital Leases that is treated as interest in accordance with GAAP. CONSOLIDATED NET INCOME means, for any period, for Williams LLC and its Subsidiaries on a consolidated basis, the net income or net loss of Williams LLC and its Subsidiaries from continuing operations, provided that there shall be excluded from such net income (to the extent otherwise included therein): (a) the income (or loss) of any entity other than a Subsidiary in which Williams LLC or any Subsidiary has an ownership interest, except to the extent that any such income has been actually received by Williams LLC or such Subsidiary in the form of cash dividends or similar cash distributions, (b) net extraordinary gains and losses (other than, in the case of losses, losses resulting from charges against net income to establish or increase reserves for potential environmental liabilities and reserves for exposure under rate cases), (c) any gains or losses attributable to non-cash write-ups or write-downs of assets, and (d) proceeds of any insurance on property, plant or equipment other than business interruption insurance. CONTRACTUAL OBLIGATION means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. CONTRIBUTION AGREEMENT means that certain Contribution Agreement dated April 11, 2002 by and among the MLP, the General Partner and Williams Energy Services, LLC, a Delaware limited partnership, and related documents and instruments, providing for, inter alia, (i) the contribution by Williams Energy Services, LLC to the General Partner of 100% of the member interests in Williams LLC in exchange for additional interests in the General Partner, (ii) the contribution by the General Partner to the MLP of 100% of the member interests in Williams LLC in exchange for 7.830 million redeemable, class B units issued by the MLP and the right to receive the net proceeds (after transaction costs) of the Loans and satisfaction of its obligation to contribute two percent (2%) of total contributions to the MLP, and (iii) the distribution of the net proceeds (after transaction costs) of the Loans by the MLP and Williams LLC to the General Partner in satisfaction of the right of the General Partner to receive that amount. CONTRIBUTED INTERESTS means 100% of the member interests in Williams LLC, to be contributed to the MLP in accordance with the Contribution Agreement. DEBT ISSUANCE means the issuance, incurrence or assumption of Indebtedness, a Synthetic Lease, other similar instruments, and other off-balance sheet financings) by the Borrowers or any of their respective Subsidiaries (other than Debt Issuance by OLP No. 1 under the OLP No. 1 Credit Agreement and any additional Debt Issuance by OLP No. 1 to the extent permitted by the OLP No. 1 Credit Agreement), after the Closing Date, other than Indebtedness arising under the Loan Documents. 5 DEBTOR RELIEF LAWS means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States of America or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally. DEFAULT means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default. DEFAULT RATE means an interest rate equal to (a) the Base Rate plus (b) the Applicable Margin applicable to Base Rate Loans plus (c) two percent (2%) per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per annum, in each case to the fullest extent permitted by applicable Laws. DISPOSITION or DISPOSE means the sale, transfer, license or other disposition (including any sale and leaseback transaction) of any property (including stock, partnership and other equity interests) by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. DOCUMENTATION AGENT means Merrill Lynch & Co., in its capacity as documentation agent. DOLLAR and $ means lawful money of the United States of America. EDGAR means the Electronic Data Gathering and Retrieval System of the United States Securities and Exchange Commission. ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of a Lender; (c) an Approved Fund, and (d) any other Person (other than a natural Person) approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing, the Borrowers (each such approval not to be unreasonably withheld or delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall not include the Borrowers or any of their Affiliates or Subsidiaries. ENVIRONMENTAL LAW means any applicable Law that relates to (a) the condition or protection of air, groundwater, surface water, soil, or other environmental media, (b) the environment, including natural resources or any activity which affects the environment, (c) the regulation of any pollutants, contaminants, wastes, substances, and Hazardous Substances, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9601 et seq.) ("CERCLA"), the Clean Air Act (42 U.S.C. Section 7401 et seq.), the Federal Water Pollution Control Act, as amended by the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.), the Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. Section 11001 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the National Environmental Policy Act of 1969 (42 U.S.C. Section 4321 et seq.), the Oil Pollution Act (33 U.S.C. Section 2701 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the Rivers and Harbors Act (33 U.S.C. Section 401 et seq.), the Safe Drinking Water Act (42 U.S.C. Section 201 and Section 300f et seq.), the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and the Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. Section 6901 et seq.), the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), and analogous state and local Laws, as any of the foregoing may have been and may be amended or supplemented from time to time, and any analogous future enacted or adopted Law, or (d) the Release or threatened Release of Hazardous Substances. 6 EQUITY ISSUANCE means the issuance of any class of equity interests by the MLP or any of its Subsidiaries (other than equity interests issued to the MLP or a Wholly-Owned Subsidiary of the MLP) after the Closing Date. ERISA means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto. ERISA AFFILIATE means any trade or business (whether or not incorporated) under common control with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code for purposes of provisions of this Agreement relating to obligations imposed under Section 412 of the Code). ERISA EVENT means (a) a Reportable Event with respect to a Pension Plan; (b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d) the filing of a notice of intent to terminate, the treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. EURODOLLAR RATE means for any Interest Period with respect to any Eurodollar Rate Loan: (a) the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate that appears on the page (such page currently being page 3750) of the Telerate screen (or any successor thereto) that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (b) if the rate referenced in the preceding subsection (a) does not appear on such page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Administrative Agent to be the offered rate on such other page or other service that displays an average British Bankers Association Interest Settlement Rate for deposits in Dollars (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period, determined as of approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period, or (c) if the rates referenced in the preceding subsections (a) and (b) are not available, the rate per annum determined by the Administrative Agent as the rate of interest (rounded upward to the next 1/100th of 1%) at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such Interest Period would be offered by Bank of America's London Branch to major banks in the offshore Dollar market at their request at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period. 7 EURODOLLAR RATE LOAN means a Loan that bears interest at a rate based on the Eurodollar Rate. EVENT OF DEFAULT means any of the events or circumstances specified in ARTICLE VIII. FACILITY means the senior loan facility as described in and subject to the limitations set forth in SECTION 2.01. FAIRNESS OPINION and SELLER FAIRNESS OPINION have the meanings set forth in SECTION 5.19. FEE LETTER and FEE LETTERS have the meaning set forth in SECTION 2.07. FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded upwards to the nearest 1/100 of 1%) equal to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank on the Business Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate charged to Bank of America on such day on such transactions as determined by the Administrative Agent. FOREIGN LENDER has the meaning specified in SECTION 10.15. FOREIGN SUBSIDIARY of any Person means a Subsidiary of such Person that is organized or incorporated under the Laws of a jurisdiction other than a jurisdiction of the United States. FUND means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of business. GAAP means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or such other principles as may be approved by a significant segment of the accounting profession, that are applicable to the circumstances as of the date of determination, consistently applied. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and either the Borrowers or the Required Lenders shall so request, the Administrative Agent, the Lenders and the Borrowers shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (a) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (b) the Borrowers shall provide to the Administrative Agent and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP. GENERAL PARTNER means Williams GP LLC, a Delaware limited liability company, a Wholly-Owned Subsidiary of TWC and the general partner of the MLP. GOVERNMENTAL AUTHORITY means any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory body, court, administrative 8 tribunal, central bank or other legal entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government. GUARANTORS means any Person, including every Subsidiary of Williams LLC, which undertakes to be liable for all or any part of the Obligations by execution of a Guaranty, or otherwise. GUARANTY means a Guaranty now or hereafter made by any Guarantor in favor of the Administrative Agent on behalf of the Lenders, substantially in the form of EXHIBIT E, as may be amended from time to time. GUARANTY OBLIGATION means, as to any Person, (a) any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other payment obligation of another Person (the "primary obligor") in any manner, whether directly or indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other payment obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other payment obligation of the payment of such Indebtedness or other payment obligation, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other payment obligation, or (iv) entered into for the purpose of assuring in any other manner the obligees in respect of such Indebtedness or other payment obligation of the payment thereof or to protect such obligees against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person securing any Indebtedness or other payment obligation of any other Person, whether or not such Indebtedness or other payment obligation is assumed by such Person; provided, however, that the term "Guaranty Obligation" shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any Guaranty Obligation shall be deemed to be the lesser of (a) an amount equal to the stated or determinable outstanding amount of the related primary obligation and (b) the maximum amount for which such guarantying Person may be liable pursuant to the terms of the instrument embodying such Guaranty Obligation, unless the outstanding amount of such primary obligation and the maximum amount for which such guarantying Person may be liable are not stated or determinable, in which case the amount of such Guaranty Obligation shall be the maximum reasonably anticipated liability in respect thereof as determined by the guarantying Person in good faith. HAZARDOUS SUBSTANCE means (a) any substance that is designated, defined, or classified as a hazardous waste, hazardous material, pollutant, contaminant, or toxic or hazardous substance, or that is otherwise regulated, under any Environmental Law, including without limitation any hazardous substance within the meaning of Section 101(14) of CERCLA, and (b) petroleum, oil, gasoline, natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other refined petroleum hydrocarbons. INDEBTEDNESS means, as to any Person at a particular time, all of the following: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) the face amount of all letters of credit (including standby and commercial), banker's acceptances, Bank Guaranties, surety bonds, and similar instruments issued for the account of such Person, and, without duplication, all drafts drawn and unpaid thereunder; (c) whether or not so included as liabilities in accordance with GAAP, all obligations of such Person to pay the deferred purchase price of property or services, other than trade accounts payable in the ordinary course of business not overdue by more than 60 days, and 9 indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (d) Capital Leases; and (e) all Guaranty Obligations of such Person in respect of any of the foregoing. For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner, unless such Indebtedness is expressly made non-recourse to such Person except for customary exceptions acceptable to the Required Lenders. The amount of any Capital Lease as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. INDEMNIFIED LIABILITIES has the meaning set forth in SECTION 10.05. INDEMNITEES has the meaning set forth in SECTION 10.05. INITIAL FINANCIAL STATEMENTS means the financial statements delivered pursuant to clauses (B) and (D) of SECTION 4.01(a)(vii). INITIAL PRO FORMAS means the balance sheets and projections delivered pursuant to clauses (A) and (C) of SECTION 4.01(a)(vii). INTEREST PAYMENT DATE means, (a) as to any Loan other than a Base Rate Loan, the last day of each Interest Period applicable to such Loan; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three months, the respective dates that fall every three months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan, the last Business Day of each March, June, September and December and the Maturity Date. INTEREST PERIOD means, as to each Eurodollar Rate Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one, two, three or six months thereafter, as selected by the Borrower in its Borrowing Notice; provided that: (i) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless, in the case of a Eurodollar Rate Loan, such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; (ii) any Interest Period pertaining to a Eurodollar Rate Loan that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and (iii) no Interest Period shall extend beyond the Maturity Date. INVESTMENT means, as to any Person, any acquisition or investment by such Person, whether by means of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a 10 loan, advance or capital contribution to, guaranty of debt of, or purchase or other acquisition of any other debt or equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person, or (c) the purchase or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. For purposes of covenant compliance, the amount of any Investment shall be the amount actually invested, without adjustment for subsequent increases or decreases in the value of such Investment. IRS means the United States Internal Revenue Service. LAWS means, collectively, all applicable international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances, codes and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties, licenses, authorizations and permits of, any Governmental Authority. LENDER has the meaning specified in the introductory paragraph hereto. LENDING OFFICE means, as to any Lender, the office or offices of such Lender set forth on its Administrative Details Form, or such other office or offices as a Lender may from time to time notify the Borrower and the Administrative Agent. LIEN means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement of any kind or nature whatsoever to secure or provide for payment of any obligation of any Person, (including any conditional sale or other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable. LIMITED LIABILITY COMPANY AGREEMENT (WILLIAMS) means the Certificate of Conversion and Certificate of Formation filed with the Secretary of State of Delaware on December 27, 2000, and the Amended and Restated Limited Liability Company Agreement of Williams Pipe Line Company, LLC dated April 11, 2002. LOAN means an extension of credit by a Lender to the Borrowers under ARTICLE II. LOAN DOCUMENTS means this Agreement, each Note, each Borrowing Notice, each Compliance Certificate, and the Guaranties. LOAN PARTIES means, collectively, the Borrowers and each Guarantor. MATERIAL ADVERSE EFFECT means (a) a material adverse change in, or a material adverse effect upon, the operations, business, properties or condition (financial or otherwise) of Williams LLC or Williams LLC and its Subsidiaries taken as a whole, or the MLP or the MLP and its Subsidiaries taken as a whole; (b) a material impairment of the ability of Williams LLC, the MLP, or any other Loan Party, collectively, to perform their obligations under the Loan Documents; or (c) a material adverse effect upon the legality, validity, binding effect or enforceability against the Borrowers or any other Loan Party, collectively, of any Loan Documents. 11 MATERIAL AGREEMENT means (a) each Borrower Operating Agreement, and (b) any other contract material to the business of the Borrowers and their Subsidiaries, taken as a whole. MATURITY DATE means the earlier of (a) the Stated Maturity Date, or (b) such earlier effective date of any other termination, cancellation, or acceleration of all Commitment to lend under this Agreement. MAXIMUM AMOUNT and MAXIMUM RATE respectively mean, for each Lender, the maximum non-usurious amount and the maximum non-usurious rate of interest which, under applicable Law, such Lender is permitted to contract for, charge, take, reserve, or receive on the Obligations. MLP means Williams Energy Partners L.P., a Delaware limited partnership, one of the Borrowers under this Agreement. MULTIEMPLOYER PLAN means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate makes or is obligated to make contributions, or during the preceding three calendar years, has made or been obligated to make contributions. NET CASH PROCEEDS means (a) with respect to any Disposition, cash (including any cash received by way of deferred payment pursuant to a promissory note or otherwise, as and when received) received by the Borrowers or any of their Subsidiaries (other than OLP No. 1), in connection with and as consideration therefor, on or after the date of consummation of such transaction, after (i) deduction of Taxes payable in connection with or as a result of such transaction, (ii) payment of all usual and customary brokerage commissions and all other reasonable fees and expenses related to such transaction (including, without limitation, reasonable attorneys' fees and closing costs incurred in connection with such transaction), and (iii) deduction of appropriate amounts required to be reserved (in accordance with GAAP) for post-closing adjustments by the Borrowers or any of their Subsidiaries in connection with such transaction, against any liabilities retained by the Borrowers or any of their Subsidiaries after such transaction, which liabilities are associated with the asset or assets being sold, including, without limitation, pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations associated with such transaction; (b) with respect to any Debt Issuance, cash received, on or after the date of incurrence of such Indebtedness, by the Borrowers or any of their Subsidiaries, from the incurrence of such Indebtedness after payment of all reasonable attorneys' fees and usual and customary underwriting commissions, closing costs, and other reasonable expenses associated with such Debt Issuance; and (c) with respect to any Equity Issuance, cash received, on or after the date of incurrence of such Equity Issuance, by the MLP or any of its Subsidiaries from the Equity Issuance after payment of all reasonable attorneys' fees and usual and customary underwriting commissions, closing costs, and other reasonable expenses associated with such Equity Issuance; provided, however, in the case of Taxes that are deductible under clause (a)(i) preceding or post-closing adjustments under clause (a)(iii) preceding, but which Taxes or post-closing adjustments have not actually been paid or are not yet payable, the Borrowers or any of their Subsidiaries selling such assets may deduct from the cash proceeds an amount (the "RESERVED AMOUNT") equal to the amount reserved in accordance with GAAP as a reasonable estimate for such Taxes or post-closing adjustments, so long as, at the time such Taxes or post-closing adjustments are actually paid, the amount, if any, by which the Reserved Amount exceeds the Taxes or post-closing adjustments actually paid shall constitute additional "NET CASH PROCEEDS" of such Disposition. NOTES means promissory notes of the Borrowers, substantially in the form of EXHIBIT B hereto, evidencing the joint and several obligation of Borrowers to repay the Loans, and "NOTE" means any one of such promissory notes issued hereunder, and all renewals and extensions of all or any part thereof. 12 OBLIGATIONS means all advances to, and debts, liabilities, obligations, covenants and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest that accrues after the commencement by or against any Loan Party or any other Borrower Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding; provided that, all references to the "Obligations" in each Guaranty and in SECTIONS 2.10(c) and 10.09 of this Agreement shall, in addition to the foregoing, also include all present and future indebtedness, liabilities, and obligations (and all renewals and extensions thereof or any part thereof) now or hereafter owed to any Lender or any Affiliate of a Lender arising from or pursuant to any Swap Contract entered into by the Borrower or any of its Subsidiaries. OLP NO. 1 means Williams OLP, L.P., a Delaware limited partnership. OLP NO. 1 CREDIT AGREEMENT means that certain Credit Agreement dated as of February 6, 2001 by and among OLP No. 1, Bank of America, N.A., as Administrative Agent, and others, as presently in effect or as the same may be hereafter amended or restated. ORGANIZATION DOCUMENTS means, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws; (b) with respect to any limited liability company, the certificate of formation and operating agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation with the secretary of state or other department in the state of its formation, in each case as amended from time to time. OTHER TAXES has the meaning specified in SECTION 3.01(b). OUTSTANDING AMOUNT means on any date, the aggregate principal amount of Loans after giving effect to any Borrowings and prepayments or repayments occurring on such date. PARTICIPANT has the meaning specified in SECTION 10.07(d). PARTNERSHIP AGREEMENT (MLP) means the Amended and Restated Agreement of Limited Partnership of Williams Energy Partners L.P. dated as of February 9, 2001, as amended by Amendment No. 1 to Amended and Restated Agreement of Limited Partnership dated April 11, 2002. PBGC means the Pension Benefit Guaranty Corporation. PENSION PLAN means any "employee pension benefit plan" (as such term is defined in Section 3(2)(A) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer plan (as described in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years. PERMITTED LIENS means Liens permitted under SECTION 7.01 as described in such Section. PERSON means any individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company, trust, unincorporated organization, bank, business association, firm, joint venture or Governmental Authority. 13 PIPELINE ASSETS means the petroleum products pipeline system and related properties and assets owned by Williams LLC. PLAN means any "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) established by the Borrower or any ERISA Affiliate. PRESENT AND RELATED BUSINESSES means (i) as to Williams LLC, the operation of the Pipeline Assets, and businesses closely related thereto; (ii) as to the MLP, ownership of the shares of capital stock, member interests, or limited partner interests, as applicable, of OLP No. 1 and Williams LLC; and (iii) as to OLP No. 1, the storage, transportation and distribution of hydrocarbons and ammonia, and businesses related thereto. PRINCIPAL DEBT means, on any date of determination, the aggregate unpaid principal balance of all Borrowings hereunder. PRINCIPAL PAYMENT means a payment of principal (or, in the case of a Synthetic Lease, Attributable Principal), whether pursuant to an amortization schedule, at maturity, or otherwise. PRO RATA SHARE means, at any date of determination, for any Lender, the percentage (carried out to the ninth decimal place) that its Committed Sum bears to the Aggregate Committed Sum. QUARTERLY DISTRIBUTIONS means, as applicable, (i) the distributions by Williams LLC of Available Cash (as defined in the Limited Liability Company Agreement (Williams)) or (ii) the distributions by the MLP of Available Cash (as defined in the Partnership Agreement (MLP)). REGISTER has the meaning set forth in SECTION 10.07(c). RELEASE means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposal, deposit, dispersal, migrating, or other movement into the air, ground, or surface water, or soil in violation of any Environmental Law. REPORTABLE EVENT means any of the events set forth in Section 4043(c) of ERISA, other than events for which the 30 day notice period has been waived. REQUIRED LENDERS means (a) on any date of determination on and after the Closing Date and prior to the date of the Borrowing, those Lenders holding more than 50% of the Aggregate Commitments, and (b) on any date of determination on and after the date of the Borrowing, Lenders holding more than 50% of the Principal Debt. RESPONSIBLE OFFICER means the president, chief executive officer, chief financial officer, treasurer or assistant treasurer of a Loan Party or other Person, as applicable. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party. RESTRICTED PAYMENT means any dividend or other distribution (whether in cash, securities or other property) with respect to any equity interest in the Borrowers or any of their Subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such equity interest or of any option, warrant or other right to acquire any such equity interest. 14 RIGHTS means rights, remedies, powers, privileges, and benefits. SOLVENCY OPINION has the meaning set forth in SECTION 4.01(a)(xi). STATED MATURITY DATE means October 8, 2002. SUBSIDIARY of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrowers. SWAP CONTRACT means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement. SWAP TERMINATION VALUE means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a) the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include any Lender). SYNDICATION AGENTS means Lehman Brothers Inc. and Citibank, N.A., in their capacities as syndication agents, and SYNDICATION AGENT means either one of them. SYNTHETIC LEASE OBLIGATION means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment). The amount of any Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable Principal in respect thereof as of such date. TAXES has the meaning set forth in SECTION 3.01. TWC means The Williams Companies, Inc. 15 TYPE means, with respect to a Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. UNFUNDED PENSION LIABILITY means the excess of a Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the current value of that Pension Plan's assets, determined in accordance with the assumptions used for funding the Pension Plan pursuant to Section 412 of the Code for the applicable plan year. VOTING STOCK means the capital stock (or equivalent thereof) of any class or kind, of a Person, the holders of which are entitled to vote for the election of directors, managers, or other voting members of the governing body of such Person. WHOLLY-OWNED when used in connection with any Subsidiary shall mean a Subsidiary of which all of the issued and outstanding shares of stock (except shares required as directors' qualifying shares) shall be owned by Parent or one or more of its Wholly-owned Subsidiaries. WILLIAMS LLC means Williams Pipe Line Company, LLC, a Delaware limited liability company, a Borrower under this Agreement. 1.02 OTHER INTERPRETIVE PROVISIONS. (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. (b) (i) The words "HEREIN" and "HEREUNDER" and words of similar import when used in any Loan Document shall refer to such Loan Document as a whole and not to any particular provision thereof. (ii) Unless otherwise specified herein, Article, Section, Exhibit and Schedule references are to this Agreement. (iii) The term "INCLUDING" is by way of example and not limitation. (iv) The term "DOCUMENTS" includes any and all instruments, documents, agreements, certificates, notices, reports, financial statements and other writings, however evidenced. (c) In the computation of periods of time from a specified date to a later specified date, the word "FROM" means "FROM AND INCLUDING;" the words "TO" and "UNTIL" each mean "TO BUT EXCLUDING;" and the word "THROUGH" means "TO AND INCLUDING." (d) Section headings herein and the other Loan Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 1.03 ACCOUNTING TERMS. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically prescribed herein. 1.04 ROUNDING. Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, 16 carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). 1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly provided herein, (a) references to agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and (b) references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law. ARTICLE II. THE COMMITMENTS AND BORROWINGS 2.01 SENIOR LOAN FACILITY. Subject to and in reliance upon the terms, conditions, representations, and warranties in the Loan Documents, each Lender severally, but not jointly, agrees to lend to the Borrowers in a single disbursement on the Closing Date such Lender's Pro Rata Share of the Aggregate Committed Sum. If all or a portion of the Principal Debt is paid or prepaid, then the amount so paid or prepaid may not be reborrowed. Any portion of the Aggregate Commitments that remains undisbursed after the initial disbursement hereunder shall be reduced to zero and cancelled on the date of such initial disbursement. 2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS. (a) Each Borrowing, each conversion of Loans from one Type to the other, and each continuation of Loans as the same Type shall be made upon the Borrowers' irrevocable notice to the Administrative Agent, which may be given by telephone. Each such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (i) three Business Days prior to the requested date of any Borrowing of, conversion to or continuation of Eurodollar Rate Loans, (ii) one Business Day prior to the conversion of Eurodollar Rate Loans to Base Rate Loans, and (iii) on the requested date of any Borrowing of Base Rate Loans. Each such telephonic notice must be confirmed promptly by delivery to the Administrative Agent of a written Borrowing Notice, appropriately completed and signed by an authorized officer of the Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Borrowing Notice (whether telephonic or written) shall specify (i) whether the Borrower is requesting a Borrowing, a conversion of Loans from one Type to the other, or a continuation of Loans as the same Type, (ii) the requested date of the Borrowing, conversion or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Loans to be borrowed, converted or continued, (iv) the Type of Loans to be borrowed or to which existing Loans are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If the Borrowers fail to specify a Type of Loan in a Borrowing Notice or if the Borrowers fail to give a timely notice requesting a conversion or continuation, then the applicable Loans shall be made or continued as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If the Borrowers request a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Borrowing Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest Period of one month. 17 (b) Following receipt of a Borrowing Notice, the Administrative Agent shall promptly notify each Lender of its Pro Rata Share of the Loans, and if no timely notice of a conversion or continuation is provided by the Borrower, the Administrative Agent shall notify each Lender of the details of any automatic conversion to Base Rate Loans described in the preceding subsection. In the case of a Borrowing, each Lender shall make the amount of its Loan available to the Administrative Agent in immediately available funds at the Administrative Agent's Office not later than 1:00 p.m., New York time, on the Business Day specified in the applicable Borrowing Notice. Upon satisfaction of the applicable conditions set forth in SECTIONS 4.01 AND 4.02, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the account of the Borrower on the books of Bank of America with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to the Administrative Agent by the Borrower. (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be continued or converted only on the last day of the Interest Period for such Eurodollar Rate Loan. During the existence of a Default or Event of Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Loans. (d) The Administrative Agent shall promptly notify the Borrowers and the Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination of such interest rate. The determination of the Eurodollar Rate by the Administrative Agent shall be conclusive in the absence of manifest error. (e) After giving effect to all Borrowings, all conversions of Loans from one Type to the other, and all continuations of Loans as the same Type, there shall not be more than ten (10) Interest Periods in effect at any given time with respect to Loans. 2.03 PREPAYMENTS. (a) Optional Prepayments. The Borrowers may, upon notice to the Administrative Agent, at any time or from time to time voluntarily prepay in whole or in part the Loans without premium or penalty; provided that (i) such notice must be received by the Administrative Agent not later than 11:00 a.m., New York time, (A) three Business Days prior to any date of prepayment of Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each such notice shall specify the date and amount of such prepayment and the Type(s) of Loans to be prepaid. The Administrative Agent will promptly notify each Lender of its receipt of each such notice, and of such Lender's Pro Rata Share of such prepayment. If such notice is given by the Borrower, the Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with any additional amounts required pursuant to SECTION 3.05. Each such prepayment shall be applied to the Loans of the Lenders in accordance with their respective Pro Rata Shares. (b) Mandatory Prepayments from Net Cash Proceeds. Until such time as the Outstanding Amount has been repaid in full, the Outstanding Amount shall be permanently prepaid in the amounts and upon the occurrence of any of the following events: 18 (i) Debt Issuance. In the event of any Debt Issuance by the Borrowers or any of their Subsidiaries (other than Debt Issuance by OLP No. 1 under the OLP No. 1 Credit Agreement and any additional Debt Issuance by OLP No. 1 to the extent permitted by the OLP No. 1 Credit Agreement), then concurrently with such Debt Issuance, the Loans shall be prepaid by an amount equal to 100% of the Net Cash Proceeds of such Debt Issuance. (ii) Dispositions. If any portion of the Net Cash Proceeds realized by the Borrowers or any of their Subsidiaries (other than OLP No. 1), from any Disposition (including any deferred purchase price therefor and any Net Cash Proceeds of any Disposition) has not been reinvested in assets used in the Present and Related Businesses of Williams LLC or its Subsidiaries within ninety (90) days from the receipt by Borrowers or such Subsidiary of such Net Cash Proceeds (including receipt of any deferred payments for any such Disposition or portion thereof, if and when received), then on the day following the ninetieth day after receipt of such Net Cash Proceeds, the Loans shall be prepaid by an amount equal to 100% of all such Net Cash Proceeds not so reinvested. (iii) Equity Issuance. In the event of any Equity Issuance by the MLP or any of its Subsidiaries (other than (A) equity interests issued to the MLP or a Wholly-Owned Subsidiary of the MLP, and (B) non-registered Class B units issued by the MLP in connection with the contribution of the Contributed Interests), then concurrently with such Equity Issuance, the Loans shall be prepaid by an amount equal to 100% of the Net Cash Proceeds of such Equity Issuance The prepayments under SECTIONS 2.03(b)(i), (ii) and (iii) shall be applied as a prepayment of the Principal Debt until Principal Debt is paid in full, unless a Default or Event of Default has occurred and is continuing or would arise as a result thereof (whereupon the provisions of SECTION 2.12(b) shall apply). All mandatory prepayments of the Principal Debt shall be allocated Pro Rata to each Lender. (c) Mandatory Prepayments: Interest/Consequential Loss. All prepayments under this SECTION 2.03 shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid and any amounts due under SECTION 3.05. 2.04 INTENTIONALLY OMITTED. 2.05 REPAYMENT OF LOANS. The Borrowers shall repay to the Lenders on the Maturity Date the Principal Debt outstanding on such date. 2.06 INTEREST. (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum equal to the Eurodollar Rate for such Interest Period plus the Applicable Margin and (ii) each Base Rate Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the Applicable Margin. (b) While any Event of Default exists or after acceleration, (i) the Borrowers shall pay interest on the principal amount of all outstanding Obligations at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Law, and (ii) accrued and unpaid interest on past due amounts (including interest on past due interest) shall be due and payable upon demand. 19 (c) Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. (d) If the designated rate applicable to any Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing shall be limited to the Maximum Rate, but any subsequent reductions in such designated rate shall not reduce the rate of interest thereon below the Maximum Rate until the total amount of interest accrued thereon equals the amount of interest which would have accrued thereon if such designated rate had at all times been in effect. In the event that at maturity (stated or by acceleration), or at final payment of the Outstanding Amount, the total amount of interest paid or accrued is less than the amount of interest which would have accrued if such designated rates had at all times been in effect, then, at such time and to the extent permitted by Law, the Borrower shall pay an amount equal to the difference between (a) the lesser of the amount of interest which would have accrued if such designated rates had at all times been in effect and the amount of interest which would have accrued if the Maximum Rate had at all times been in effect, and (b) the amount of interest actually paid or accrued on such Outstanding Amount. 2.07 FEES. On the Closing Date, the Borrowers shall pay to the Administrative Agent, for the account of the Lenders in accordance with their respective Pro Rata Shares, the fees in the agreed amounts in accordance with those certain letter agreements dated of even date herewith (the "FEE LETTERS") between the Borrowers and the Lenders. Such fees are for the credit facility by the Lenders under this Agreement and are fully earned on the date paid. The fees paid to each Lender pursuant to its respective Fee Letter are solely for its own account and are nonrefundable for any reason whatsoever. 2.08 COMPUTATION OF INTEREST AND FEES. Computation of interest on Base Rate Loans shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a year of 360 days and the actual number of days elapsed, which results in a higher yield to the payee thereof than a method based on a year of 365 or 366 days. Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall bear interest for one day. 2.09 EVIDENCE OF DEBT. The Loans made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by the Administrative Agent in the ordinary course of business. The accounts or records maintained by the Administrative Agent and each Lender shall be conclusive absent manifest error of the amount of the Loans made by the Lenders to the Borrowers and the interest and payments thereon. Any failure so to record or any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers hereunder to pay any amount owing with respect to the Loans. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of the Administrative Agent in respect of such matters, the accounts and records of such Lender shall control. Upon the request of any Lender made through the Administrative Agent, such Lender's Loans may be evidenced by a Note (with respect to the Principal Debt). Each Lender may attach schedules to its Note(s) and endorse thereon the date, Type (if applicable), amount and maturity of the applicable Loans and payments with respect thereto. 20 2.10 PAYMENTS GENERALLY. (a) All payments to be made by the Borrowers shall be made without condition or deduction for any counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative Agent's Office in Dollars and in immediately available funds not later than 12:00 noon, New York time, on the date specified herein. The Administrative Agent will promptly distribute to each Lender its Pro Rata Share (or other applicable share as provided herein) of such payment in like funds as received by wire transfer to such Lender's Lending Office. All payments received by the Administrative Agent after 12:00 noon, New York time, shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall continue to accrue. (b) Subject to the definition of "Interest Period," if any payment to be made by the Borrower shall come due on a day other than a Business Day, payment shall be made on the next following Business Day, and such extension of time shall be reflected in computing interest or fees, as the case may be. (c) If at any time insufficient funds are received by and available to the Administrative Agent to pay fully the Obligations, such funds shall be applied (i) first, toward costs and expenses (including Attorney Costs and amounts payable under ARTICLE III) incurred by the Administrative Agent and each Lender, (ii) second, toward repayment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (iii) third, toward repayment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties, and (iv) fourth, toward the repayment of all other Obligations. (d) Unless the Borrowers or any Lender has notified the Administrative Agent prior to the date any payment is required to be made by it to the Administrative Agent hereunder, that the Borrowers or such Lender, as the case may be, will not make such payment, the Administrative Agent may assume that the Borrowers or such Lender, as the case may be, has timely made such payment and may (but shall not be so required to), in reliance thereon, make available a corresponding amount to the Person entitled thereto. If and to the extent that such payment was not in fact made to the Administrative Agent in immediately available funds, then: (i) if the Borrowers failed to make such payment, each Lender shall forthwith on demand repay to the Administrative Agent the portion of such assumed payment that was made available to such Lender in immediately available funds, together with interest thereon in respect of each day from and including the date such amount was made available by the Administrative Agent to such Lender to the date such amount is repaid to the Administrative Agent in immediately available funds, at the Federal Funds Rate from time to time in effect; and (ii) if any Lender failed to make such payment, such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such amount was made available by the Administrative Agent to the Borrowers to the date such amount is recovered by the Administrative Agent (the "COMPENSATION PERIOD") at a rate per annum equal to the Federal Funds Rate from time to time in effect. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender's Loan, included in the applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent's 21 demand therefor, the Administrative Agent may make a demand therefor upon the Borrowers, and the Borrowers shall pay such amount to the Administrative Agent, together with interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrowers may have against any Lender as a result of any default by such Lender hereunder. A notice of the Administrative Agent to any Lender with respect to any amount owing under this subsection (d) shall be conclusive, absent manifest error. (e) If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this ARTICLE II, and the conditions to the applicable Borrowing set forth in ARTICLE IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest. (f) The obligations of the Lenders hereunder to make Loans are several and not joint. The failure of any Lender to make any Loan on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan or purchase its participation. (g) Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for any Loan in any particular place or manner. 2.11 SHARING OF PAYMENTS. If, other than as expressly provided elsewhere herein, any Lender shall obtain on account of the Loans made by it, any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise) in excess of its ratable share (or other share contemplated hereunder) thereof, such Lender shall immediately (a) notify the Administrative Agent of such fact, and (b) purchase from the other Lenders such participations in the Loans made by them, as shall be necessary to cause such purchasing Lender to share the excess payment in respect of such Loan or such participations, as the case may be, pro rata with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from the purchasing Lender, such purchase shall to that extent be rescinded and each other Lender shall repay to the purchasing Lender the purchase price paid therefor, together with an amount equal to such paying Lender's ratable share (according to the proportion of (i) the amount of such paying Lender's required repayment to (ii) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The Borrower agrees that any Lender so purchasing a participation from another Lender may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off, but subject to SECTION 10.09) with respect to such participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. The Administrative Agent will keep records (which shall be conclusive and binding in the absence of manifest error) of participations purchased under this Section and will in each case notify the Lenders following any such purchases or repayments. Each Lender that purchases a participation pursuant to this Section shall from and after such purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner of the Obligations purchased. 22 2.12 ORDER OF APPLICATION. (a) No Default. If no Default or Event of Default exists and if no order of application is otherwise specified in the Loan Documents, payments and prepayments of the Obligations shall be applied first to fees, second to accrued interest then due and payable on the Outstanding Amount, and then to the remaining Obligations in the order and manner as the Borrowers may direct. (b) Default. If a Default or Event of Default exists (or if the Borrowers fail to give directions as permitted under SECTION 2.12(a)), any payment or prepayment (including proceeds from the exercise of any Rights) shall be applied to the Obligations in the following order: (i) to the payment of enforcement expenses incurred by the Administrative Agent, including Attorney Costs; (ii) to the ratable payment of all other fees, expenses, and indemnities for which the Administrative Agent or Lenders have not been paid or reimbursed in accordance with the Loan Documents (as used in this SECTION 2.12(b)(ii), a "RATABLE PAYMENT" for any Lender or the Administrative Agent shall be, on any date of determination, that proportion which the portion of the total fees, expenses, and indemnities owed to such Lender or the Administrative Agent bears to the total aggregate fees and indemnities owed to all Lenders and the Administrative Agent on such date of determination); (iii) to the ratable payment of accrued and unpaid interest on the Outstanding Amount (as used in this SECTION 2.12(b)(iii), "RATABLE PAYMENT" means, for any Lender, on any date of determination, that proportion which the accrued and unpaid interest on the Outstanding Amount owed to such Lender bears to the total accrued and unpaid interest on the Outstanding Amount owed to all Lenders); (iv) to the ratable payment of the Outstanding Amount (as used in this SECTION 2.12(b)(iv), "RATABLE PAYMENT" means for any Lender, on any date of determination, that proportion which the Outstanding Amount owed to such Lender bears to the Outstanding Amount owed to all Lenders); and (v) to the payment of the remaining Obligations, if any, in the order and manner Required Lenders deem appropriate. Subject to the provisions of ARTICLE IX and provided that Administrative Agent shall not in any event be bound to inquire into or to determine the validity, scope, or priority of any interest or entitlement of any Lender and may suspend all payments or seek appropriate relief (including, without limitation, instructions from Required Lenders or an action in the nature of interpleader) in the event of any doubt or dispute as to any apportionment or distribution contemplated hereby, Administrative Agent shall promptly distribute such amounts to each Lender in accordance with the Agreement and the related Loan Documents. 2.13 OBLIGATIONS JOINT AND SEVERAL. All Obligations (including indemnity Obligations) of the Borrowers under this Agreement and the Notes shall constitute joint and several obligations of the Borrowers. Each Borrower expressly represents and acknowledges that it is part of a single business enterprise formed to own and operate the Pipeline Assets with the other Borrower and that any Loans by the Lenders to the other Borrower hereunder will be of direct and indirect interest, benefit and advantage of both of the Borrowers. Each Borrower acknowledges that any Borrowing Notice, Conversion/Continuation Notice or other notice given by either of the Borrowers to the Administrative Agent or any Lender shall bind both of the Borrowers, and that any notice given by the Administrative Agent or any Lender to either of the Borrowers shall be effective with respect to all Borrowers. Each Borrower acknowledges and agrees that each Borrower shall be liable not merely as a surety but as a co-debtor, on a joint and several basis, for all of the Loans, regardless of which Borrower may actually have received the proceeds of any of the Loans or the amount of such Loans received or the manner in which the Administrative Agent or any Lender accounts for such Loans on its books and records, and further acknowledges and agrees that Loans to either Borrower inure to the mutual benefit of both Borrowers and that the Administrative Agent and the Lenders are relying on the joint and several liability of the Borrowers in extending the Loans hereunder. Each Borrower hereby waives, to the fullest extent 23 permitted by applicable Law, all surety defenses, whether at law or in equity; without limitation of the foregoing, each Borrower assents to, and waives notice of, any extension or postponement of the time for the payment or performance of all or any part of the Obligations, the acceptance of any partial payment thereon, any waiver, consent or other action or acquiescence by the Administrative Agent or the Lenders at any time or times in respect of any default by any Borrower in the payment or performance of any of the Obligations, any and all other indulgences whatsoever by the Administrative Agent or the Lenders in respect of all or any part of the Obligations, and the taking, addition, substitution or release, in whole or in part, at any time or times, of any security for all or any part of the Obligations or the addition, substitution or release, in whole or in part, of any Borrower or any Guarantor or other Person now or hereafter liable for payment or performance of the Obligations. Without limiting the generality of the foregoing, each Borrower assents to any other action or delay in acting or failure to act on the part of the Administrative Agent or the Lenders, including, without limitation, any failure strictly or diligently to assert any right or to pursue any remedy or to comply fully with applicable laws or regulations thereunder which might, but for the provisions of this SECTION 2.13, afford grounds for terminating, discharging or relieving such Borrower, in whole or in part, from any of its obligations under this SECTION 2.13, it being the intention of each Borrower that, so long as all or any part of the Obligations remains unsatisfied, the obligations of such Borrower under this SECTION 2.13 shall not be discharged except by payment or performance and then only to the extent of such payment or performance. A separate action or actions may be brought and prosecuted against either Borrower in respect of the Obligations, and it shall not be necessary to join the other Borrower in any such action or actions, any right to require such joinder being hereby waived to the fullest permitted by applicable Law. The obligations of each Borrower under this SECTION 2.13 shall not be diminished or rendered unenforceable by any unenforceability or invalidity of the Obligations as to the other Borrower, or by any bankruptcy, insolvency, winding up, reorganization, arrangement, liquidation, reconstruction or similar proceeding with respect to any reconstruction or similar proceeding with respect to any Borrower. The joint and several liability of the Borrowers hereunder shall continue in full force and effect notwithstanding any absorption, merger, amalgamation or any other change whatsoever in the name, membership, constitution or place of formation of any Borrower. Each Borrower shall be entitled to subrogation and contribution rights from and against the other Borrower to the extent such Borrower is required to pay to the Administrative Agent or any Lender any principal, interest or other amount attributable to the Loans advanced hereunder to the other Borrower or as otherwise available under applicable Law; provided, no Borrower shall exercise any rights of subrogation or contribution prior to the indefeasible payment in full in cash of all of the Obligations. The provisions of this SECTION 2.13 shall remain in effect until all of the Obligations shall have been indefeasibly paid in full in cash. If at any time, any payment, or any part thereof, made in respect of all or any part of the Obligations, is rescinded or must otherwise be restored or returned by the Administrative Agent or any of the Lenders upon the insolvency, bankruptcy or reorganization of the Borrowers, or either of them,, or otherwise, the provisions of this SECTION 2.13 will forthwith be reinstated in effect, as though such payment had not been made. ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY 3.01 TAXES. (a) Any and all payments by the Borrowers to or for the account of the Administrative Agent or any Lender under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto, excluding, in the case of the Administrative Agent and each Lender, taxes imposed on or measured by its net income, and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of 24 which the Administrative Agent or such Lender, as the case may be, is organized or maintains its Lending Office (all such non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and liabilities being hereinafter referred to as "TAXES"). If the Borrower shall be required by any Laws to deduct any Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to additional sums payable under this Section), each of the Administrative Agent and such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrowers shall make such deductions, (iii) the Borrowers shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable Laws, and (iv) within 30 days after the date of such payment, the Borrowers shall furnish to the Administrative Agent (which shall forward the same to such Lender) the original or a certified copy of a receipt evidencing payment thereof. (b) In addition, the Borrowers agree to pay any and all present or future stamp, court or documentary taxes and any other excise or property taxes or charges or similar levies which arise from any payment made under any Loan Document or from the execution, delivery, performance, enforcement or registration of, or otherwise with respect to, any Loan Document (hereinafter referred to as "OTHER TAXES"). (c) If the Borrowers shall be required to deduct or pay any Taxes or Other Taxes from or in respect of any sum payable under any Loan Document to the Administrative Agent or any Lender, the Borrowers shall also pay to the Administrative Agent (for the account of such Lender) or to such Lender, at the time interest is paid, such additional amount that such Lender specifies as necessary to preserve the after-tax yield (after factoring in all taxes, including taxes imposed on or measured by net income) such Lender would have received if such Taxes or Other Taxes had not been imposed. (d) The Borrowers agree to indemnify the Administrative Agent and each Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by the Administrative Agent and such Lender, (ii) amounts payable under SECTION 3.01(c) and (iii) any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payment under this subsection (d) shall be made within 30 days after the date the Lender or the Administrative Agent makes a demand therefor. 3.02 ILLEGALITY. If any Lender determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or materially restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore Dollar market, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through the Administrative Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies the Administrative Agent and the Borrower that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the Administrative Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on the last day of the Interest Period thereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such prepayment or conversion, the Borrowers shall also pay interest on the amount so prepaid or converted. Each Lender agrees to designate a different Lending Office if such designation will avoid the need for such notice and will not, in the reasonable judgment of such Lender, otherwise be materially disadvantageous to such Lender. 25 3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent determines in connection with any request for a Eurodollar Rate Loan or a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the applicable offshore Dollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, or adequate and reasonable means do not exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (b) if the Required Lenders determine and notify the Administrative Agent that the Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly reflect the cost to the Lenders of funding such Eurodollar Rate Loan, then the Administrative Agent will promptly notify the Borrowers and all Lenders. Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate Loans shall be suspended until the Administrative Agent revokes such notice. Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing, conversion or continuation of Eurodollar Rate Loans or, failing that, will be deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein. 3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON EURODOLLAR RATE LOANS. (a) If any Lender determines that as a result of the introduction of or any change in or in the interpretation of any Law, or such Lender's compliance therewith, there shall be any increase in the cost to such Lender of agreeing to make or making, funding or maintaining Eurodollar Rate Loans, or a reduction in the amount received or receivable by such Lender in connection with any of the foregoing (excluding for purposes of this subsection (a) any such increased costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to which SECTION 3.01 shall govern), (ii) changes in the basis of taxation of overall net income or overall gross income by the United States or any foreign jurisdiction or any political subdivision of either thereof under the Laws of which such Lender is organized or has its Lending Office, and (iii) reserve requirements contemplated by SECTION 3.04(c) utilized, as to Eurodollar Rate Loans, in the determination of the Eurodollar Rate), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such increased cost or reduction. No Lender shall have the right to recover such additional amounts for any period more than 90 days prior to the date such Lender notified the Borrowers thereof. (b) If any Lender determines that the introduction of any Law regarding capital adequacy or any change therein or in the interpretation thereof, or compliance by such Lender (or its Lending Office) therewith, has the effect of reducing the rate of return on the capital of such Lender or any corporation controlling such Lender as a consequence of such Lender's obligations hereunder (taking into consideration its policies with respect to capital adequacy and such Lender's desired return on capital), then from time to time upon demand of such Lender (with a copy of such demand to the Administrative Agent), the Borrowers shall pay to such Lender such additional amounts as will compensate such Lender for such reduction. No Lender shall have the right to recover such additional amounts for any period more than 90 days prior to the date such Lender notified the Borrowers thereof. (c) The Borrowers shall pay to each Lender, as long as such Lender shall be required under regulations of the Board to maintain reserves with respect to liabilities or assets consisting of or including Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"), additional costs on the unpaid principal amount of each Eurodollar Rate Loan equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by such Lender in good faith, which determination shall be conclusive), which shall be due and payable on each date on which interest is payable on such Loan, provided the Borrowers shall have received at least 15 days' prior notice (with a copy to the Administrative Agent) of such additional interest from such Lender. If a Lender fails to give 26 notice 15 days prior to the relevant Interest Payment Date, such additional interest shall be due and payable 15 days from receipt of such notice. 3.05 FUNDING LOSSES. Upon demand of any Lender (with a copy to the Administrative Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or (b) any failure by the Borrowers (for a reason other than the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by the Borrower; including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits from which such funds were obtained. The Borrowers shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by the Borrower to the Lenders under this SECTION 3.05, each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the applicable offshore Dollar interbank market for a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A certificate of the Administrative Agent or any Lender claiming compensation under this ARTICLE III and setting forth the additional amount or amounts to be paid to it hereunder shall be conclusive in the absence of manifest error. In determining such amount, the Administrative Agent or such Lender may use any reasonable averaging and attribution methods. 3.07 SURVIVAL. All of the Borrowers' obligations under this ARTICLE III shall survive termination of the Commitments and payment in full of all the other Obligations. ARTICLE IV. CONDITIONS PRECEDENT TO BORROWING 4.01 CONDITIONS OF BORROWING. The obligation of each Lender to make its Loan hereunder is subject to satisfaction of the following conditions precedent: (a) The Administrative Agent's receipt of the following, each of which shall be originals or facsimiles (followed promptly by originals) and unless otherwise specified, each properly executed by an authorized officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date) and each in form and substance reasonably satisfactory to the Lenders and their legal counsel: (i) executed counterparts of this Agreement; 27 (ii) Notes executed by the Borrowers in favor of each Lender requesting such Notes, each in a principal amount equal to such Lender's Committed Sum; (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of officers of each Loan Party as the Administrative Agent may require to establish the identities of and verify the authority and capacity of each officer thereof authorized to act in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; (iv) such evidence as the Administrative Agent may reasonably require to verify that each Loan Party and the General Partner is duly organized or formed, validly existing, in good standing and qualified to engage in business in the jurisdiction of its organization and in each other jurisdiction in which it is required to be qualified to engage in business, except where such failure would not have a Material Adverse Effect; (v) a certificate signed by a Responsible Officer of each Borrower certifying (A) that the representations and warranties contained in ARTICLE V are true and correct in all respects on and as of such date, (B) no Default or Event of Default has occurred and is continuing as of such date, (C) since December 31, 2001 there has occurred no material adverse change in the business, assets, liabilities (actual or contingent), operations, condition (financial or otherwise) or prospects of the Borrowers, any Guarantor, TWC, or any other material Subsidiary of TWC, or any of the businesses, assets or liabilities acquired or assumed or being acquired or assumed by the Borrowers or any of their Subsidiaries, (D) the Borrowers and their Subsidiaries own the assets and businesses reflected on the Initial Pro Formas, including without limitation the Contributed Interests and the Pipeline Assets, free and clear of all Liens other than Permitted Liens and subject to no Indebtedness, and (E) no action, suit, investigation or proceeding is pending or threatened in any court or before any arbitrator or governmental authority by or against the Borrowers or any of their Subsidiaries, that in the opinion of the Lenders (x) could reasonably be expected to materially and adversely affect the Borrowers, any Guarantor or any material Subsidiary of TWC, or (y) seeks to affect or pertain to any transaction contemplated hereby or the ability of the Borrowers or any Guarantor to perform its obligations under the Loan Documents; (vi) opinions from (A) Vinson &Elkins L.L.P., counsel to each Loan Party and the General Partner, substantially in the form of EXHIBIT F-1 hereto, and (B) William G. von Glahn, counsel to each Loan Party and the General Partner, substantially in the form of EXHIBIT F-2 hereto; (vii) receipt of the following, in each case in form and substance satisfactory to the Lenders in their sole discretion: (A) an unaudited pro forma opening balance sheet and income statement of Williams LLC and the MLP, in each case both individually and consolidated for the Company and its Subsidiaries; (B) audited consolidated and consolidating balance sheets, income statements and statements of cash flows of the MLP for the period ended December 31, 2001; (C) one-year projections for Williams LLC and the MLP; (D) unaudited balance sheets of Williams LLC as of December 31, 2001, and unaudited income statements and statements of cash flows for Williams LLC for the period ended December 31, 2001; and (E) such other financial information as the Administrative Agent may reasonably request; (viii) copies of the following, in each case in form and substance reasonably satisfactory to the Lenders: (A) the Contribution Agreement and related agreements; (B) all 28 agreements between Williams LLC and the MLP, and all agreements between Williams LLC or the MLP and TWC or a TWC Affiliate relating to Williams LLC, (C) Williams LLC's Organization Documents, and (D) the MLP's Organization Documents (collectively, the "BORROWER OPERATING AGREEMENTS"); (ix) a letter from CT Corporation System, Inc., to accept service of process in the State of New York on behalf of the Borrowers and each Guarantor; (x) such other assurances, certificates, documents, consents or opinions as the Administrative Agent or the Required Lenders reasonably may require; (xi) an opinion (a "SOLVENCY OPINION") that Williams LLC is and, after giving effect to the Borrowing and the transactions contemplated by this Agreement, and to the transactions applicable to Williams LLC contemplated by the Contribution Agreement, will be "solvent" as such term is defined in SECTION 5.18, determined on a stand-alone basis for Williams LLC and not on a consolidated basis. The Solvency Opinion shall be rendered to or for the Administrative Agent and the Lenders; shall be prepared by an independent third party who is reasonably satisfactory to the Lenders, and shall be in form and substance satisfactory to the Lenders in their sole discretion; and (xii) a certificate signed by a Responsible Officer of each Borrower that the transactions contemplated by the Contribution Agreement including the contribution of the Contributed Interests to the MLP and the issuance by the MLP of its redeemable class B units to GP LLC have occurred or are occurring concurrently with the funding of the Loans. (b) All fees required to be paid on or before the Closing Date (including the fees set forth in the Fee Letters) shall have been paid. (c) The Borrowers shall have paid or reimbursed all reasonable out-of-pocket costs and expenses of the Administrative Agent and the Lenders including, without limitation, Attorney Costs of the Administrative Agent to the extent invoiced prior to or on the Closing Date. 4.02 CONDITIONS TO ALL LOANS. The obligation of each Lender to honor any Borrowing Notice (other than a Borrowing Notice requesting only a conversion of Loans to the other Type, or a continuation of Loans as the same Type) is subject to the following conditions precedent: (a) The representations and warranties of the Borrowers contained in ARTICLE V, or which are contained in any document furnished at any time under or in connection herewith, shall be true and correct on and as of the date of such Borrowing, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date. (b) No Default or Event of Default shall exist or would result from such proposed Borrowing. (c) The Administrative Agent shall have received a Borrowing Notice in accordance with the requirements hereof. 29 (d) The Administrative Agent shall have received, in form and substance reasonably satisfactory to it, such other assurances, certificates, documents or consents related to the foregoing as the Administrative Agent or the Required Lenders reasonably may require. Each Borrowing Notice (other than a Borrowing Notice requesting only a conversion of Loans to the other Type or a continuation of Loans as the same Type) submitted by the Borrower shall be deemed to be a representation and warranty that the conditions specified in SECTIONS 4.02(a) and (b) have been satisfied on and as of the date of the applicable Borrowing. ARTICLE V. REPRESENTATIONS AND WARRANTIES Each of the Borrowers, and each Guarantor by its execution of a Guaranty, represents and warrants to the Administrative Agent and the Lenders that: 5.01 EXISTENCE; QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. The General Partner is the sole general partner of the MLP. All of the member interests in Williams LLC are owned by the MLP. The General Partner and each Loan Party (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all governmental licenses, authorizations, consents and approvals to own its assets, carry on its business and to execute, deliver, and perform its obligations under the Loan Documents to which it is a party, (c) is duly qualified and is licensed and in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license, and (d) is in compliance with all Laws, except in each case referred to in clause (c) or this clause (d), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and performance by each Loan Party of each Loan Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person's Organization Documents; (b) conflict with or result in any breach or contravention of, or the creation of any Lien under, any Contractual Obligation to which such Person is a party or any order, injunction, writ or decree of any Governmental Authority to which such Person or its property is subject; or (c) violate any Law. 5.03 THIRD PARTY APPROVALS. No approval, consent, exemption, authorization, or other action by, or notice to, or filing with, any Governmental Authority or any Person that is not a party to this Agreement is necessary or required in connection with (i) the consummation of the transactions contemplated by the Contribution Agreement or (ii) the execution, delivery or performance by, or enforcement against, any Loan Party of this Agreement or any other Loan Document except where obtained or where the failure to receive such approval, consent, exemption, authorization, or the failure to do such other action by, or provide notice could not reasonably be expected to have a Material Adverse Effect. 5.04 BINDING EFFECT. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms. 30 5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT. (a) The Initial Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein. The Initial Pro Formas and the Initial Financial Statements (i) fairly present the financial condition of the entities therein named and their respective Subsidiaries as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (ii) show all material Indebtedness and other liabilities, direct or contingent, of the entities therein named and their Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness in accordance with GAAP consistently applied throughout the period covered thereby. (b) Since December 31, 2001, there has been no event or circumstance that has or could reasonably be expected to have a Material Adverse Effect. 5.06 LITIGATION. There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Borrowers after due and diligent investigation, overtly threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any Loan Party or any of their respective Subsidiaries or against any of their properties including the Pipeline Assets, or revenues which (a) purport to affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, or (b) if determined adversely, could reasonably be expected to have a Material Adverse Effect. 5.07 NO DEFAULT. There is no failure of any Material Agreement to be in effect, and there is no default by the Borrowers or any of their Subsidiaries under any Material Agreement, if such failure to remain in effect, or such default, could reasonably be expected to have a Material Adverse Effect. 5.08 OWNERSHIP OF PROPERTY; LIENS. (a) Each Loan Party and its Subsidiaries have good and marketable title to, or valid leasehold interests in, all its real and personal property necessary or used in the ordinary conduct of its business, including the Pipeline Assets, except for such defects in title as would not, individually or in the aggregate, have a Material Adverse Effect, and (b) the property of the Borrower and its Subsidiaries, including the Pipeline Assets, is subject to no Liens, other than Permitted Liens. 5.09 ENVIRONMENTAL COMPLIANCE. The Borrowers have reasonably concluded that (a) there are no claims alleging potential liability under or responsibility for violation of any Environmental Law except any such claims that would not, individually or in the aggregate, have a Material Adverse Effect, (b) there is no environmental condition or circumstance, such as the presence or Release of any Hazardous Substance, on any property owned, operated or used by any Loan Party or any of their Subsidiaries including the Pipeline Assets, that could reasonably be expected to have a Material Adverse Effect, and (c) there is no violation of or by any Loan Party or any of their Subsidiaries of any Environmental Law, except for such violations as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 5.10 INSURANCE. The Companies and their properties including the Pipeline Assets are insured with financially sound and reputable insurance companies not Affiliates of the Borrower, in such amounts, with such deductibles and covering such risks as are customarily carried by companies engaged in similar businesses and owning similar properties in localities where the Companies operate. 31 5.11 TAXES. The Borrowers and their respective Subsidiaries have filed all federal, state and other material tax returns and reports required to be filed, and have paid all federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP. There is no proposed tax assessment against any Loan Party or any of their respective Subsidiaries that would, if made, have a Material Adverse Effect. 5.12 ERISA COMPLIANCE. (a) Each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws except to the extent that noncompliance could not reasonably be expected to have a Material Adverse Effect. Each Plan that is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of the Borrowers, nothing has occurred which would prevent, or cause the loss of, such qualification. The Borrowers and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. (b) There are no pending or, to the best knowledge of the Borrowers, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. Neither the Borrowers nor any ERISA Affiliate has engaged in or knowingly permitted to occur and, to the Borrowers' knowledge, no other party has engaged in or permitted to occur any prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan that has resulted or could be reasonably expected to result in a Material Adverse Effect. (c) (i) No ERISA Event has occurred or is reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability that (when aggregated with any other Unfunded Pension Liability) has resulted or could reasonably be expected to result in a Material Adverse Effect; (iii) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA) which could reasonably be expected to result in a Material Adverse Effect; (iv) neither the Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan which could reasonably be expected to result in a Material Adverse Effect; and (v) neither the Borrower nor any ERISA Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of ERISA. 5.13 SUBSIDIARIES. The Borrowers have no Subsidiaries other than those specifically disclosed in Schedule 5.13, and has no equity investment in any other corporation or other entity other than those specifically disclosed in Schedule 5.13. 5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING COMPANY ACT; USE OF PROCEEDS. (a) No Loan Party is engaged, principally or as one of their important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the Board), or extending credit for the purpose of purchasing or carrying margin stock. Margin Stock 32 constitutes less than 25% of those assets of each Loan Party which are subject to any limitation on a sale, pledge, or other restrictions hereunder. (b) No Loan Party, no Person controlling any Loan Party, or any Subsidiary of any Loan Party (i) is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary company" of a "holding company," within the meaning of the Public Utility Holding Company Act of 1935, or (ii) is or is required to be registered as an "investment company" under the Investment Company Act of 1940. 5.15 DISCLOSURE. No statement, information, report, representation, or warranty made by any Loan Party in any Loan Document or furnished to the Administrative Agent or any Lender by or on behalf of any Loan Party in connection with any Loan Document contains any untrue statement of a material fact or omits any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. 5.16 LABOR MATTERS. To the Borrowers' knowledge, there are no pending or threatened strikes, labor disputes, slowdowns, walkouts, or other concerted interruptions of operations by the employees of any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect. Hours worked by and payment made to employees of Loan Parties and their Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938 or any other applicable Law dealing with such matters, other than any such violations, individually or collectively, which could not reasonably be expected to have a Material Adverse Effect. All payments due from any Loan Party or any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as a liability on its books, other than any such nonpayments which could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. 5.17 COMPLIANCE WITH LAWS. No Loan Party or any of its Subsidiaries are in violation of any Laws, other than such violations which could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. No Loan Party has received notice alleging any noncompliance with any Laws, except for such noncompliance which no longer exists, or which noncompliance could not reasonably be expected to have a Material Adverse Effect. 5.18 SOLVENCY. At the time of the Borrowing hereunder, each Loan Party is and, after giving effect to the Borrowing and the transactions contemplated by this Agreement, and to the transactions applicable to the Loan Parties contemplated by the Contribution Agreement, will be solvent. As used herein, "solvent" means, as to a Person, that (i) the aggregate fair market value of such Person's assets exceeds such Person's debts, (ii) such Person has sufficient cash flow to enable it to pay its debts as they mature, and (iii) such Person does not have unreasonably small capital to engage in such Person's businesses; and "debt" means liability on a claim (whether liquidated or unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed, legal or equitable, secured or unsecured, or otherwise) and shall include the Obligations. The representation and warranty as to solvency has been determined on a stand-alone basis for each Loan Party and not on a consolidated basis. 5.19 FAIRNESS OPINIONS. The Conflicts Committee of the General Partner has received an opinion (the "FAIRNESS OPINION") to the effect that the consideration (as defined in the Fairness Opinion) to be paid by the MLP pursuant to the Contribution Agreement is fair, from a financial point of view, to the MLP. Williams Energy Services, LLC, as seller under the Contribution Agreement, has received an opinion (the "SELLER FAIRNESS OPINION") to the effect that the consideration (as defined in the Seller Fairness Opinion) to be received by the Seller pursuant to the Contribution Agreement is fair, from a financial point of view, to the Seller. 33 ARTICLE VI. AFFIRMATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligation shall remain unpaid or unsatisfied, the Borrowers shall, and shall (except in the case of the covenants set forth in SECTIONS 6.01, 6.02, 6.03 and 6.12) cause each of their Subsidiaries to: 6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each Lender, in form and detail reasonably satisfactory to the Administrative Agent and the Required Lenders: (a) as soon as available, but in any event within 105 days after the end of each fiscal year of Williams LLC, a consolidated balance sheet of Williams LLC and its Subsidiaries as at the end of such fiscal year, and the related statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and certified by a Responsible Officer of Williams LLC as fairly presenting the financial condition, results of operations and cash flows of Williams LLC and its Subsidiaries in accordance with GAAP; and (b) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Williams LLC, a consolidated balance sheet of Williams LLC and its Subsidiaries as at the end of such fiscal quarter, and the related statements of income and cash flows for such fiscal quarter and for the portion of Williams LLC's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of Williams LLC as fairly presenting the financial condition, results of operations and cash flows of Williams LLC and its Subsidiaries in accordance with GAAP; and (c) as soon as available, but in any event within 105 days after the end of each fiscal year of the MLP, consolidated balance sheets of the MLP and its Subsidiaries as at the end of such fiscal year, and the related statements of income and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, audited and accompanied by a report and opinion of Ernst & Young LLP or other independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with GAAP and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any qualifications and exceptions not reasonably acceptable to the Required Lenders; provided, that, if any financial statement referred to in this clause (c) is readily available on-line through EDGAR, the MLP shall not be obligated to furnish copies of such financial statement; and (d) as soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year of the MLP, a consolidated balance sheet of the MLP and its Subsidiaries as at the end of such fiscal quarter, and the related statements of income and cash flows for such fiscal quarter and for the portion of the MLP's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the MLP as fairly presenting the financial condition, results of operations and cash flows of the MLP and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; provided, that, if any financial statement referred to in this clause (d) is readily available on-line through EDGAR, the MLP shall not be obligated to furnish copies of such financial statement. 34 6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders: (a) concurrently with the delivery of the financial statements referred to in SECTION 6.01, a duly completed Compliance Certificate in form of EXHIBIT C signed by a Responsible Officer of Williams LLC and a Responsible Officer of the MLP; (b) promptly after requested by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors or equivalent governing body (or the audit committee thereof) of the Borrowers or any of their Subsidiaries by independent accountants in connection with the accounts or books of the Borrowers or any of their Subsidiaries, or any audit of any of them; (c) promptly after the same are available, copies of each annual report, proxy or financial statement or other report or communication sent to the equity owners of the MLP, and copies of all annual, regular, periodic and special reports and registration statements which the MLP may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided, that, if such report, proxy, financial statement or other report or communication is readily available on-line through EDGAR, the MLP shall not be obligated to furnish copies thereof; (d) promptly after execution thereof, copies of Material Agreements and any material amendment thereto; and (d) promptly, such additional information regarding the business, financial or corporate affairs of any Loan Party as the Administrative Agent, at the request of any Lender, may from time to time reasonably request. 6.03 NOTICES. Promptly notify the Administrative Agent and each Lender: (a) of the occurrence of any Default or Event of Default, as soon as possible but in any event within ten days after the occurrence thereof; (b) of any matter that has resulted or could reasonably be expected to result in a Material Adverse Effect, including any of the following events if such has resulted or could reasonably be expected to result in a Material Adverse Effect: (i) breach or non-performance of, or any default under, a Contractual Obligation of any Loan Party; (ii) any litigation, investigation by or required by a Governmental Authority, proceeding or suspension between any Loan Party and any Governmental Authority which could reasonably be expected to have a Material Adverse Effect; or (iii) any litigation, investigation or proceeding involving any Loan Party related to any Environmental Law; (c) of any litigation, investigation or proceeding affecting the Borrowers or any other Borrower Affiliate on in which (i) the amount involved exceeds (individually or collectively) $20,000,000, or (ii) injunctive relief or similar relief is sought, which could be reasonably expected to have a Material Adverse Effect; and (d) of any material change in accounting policies or financial reporting practices by the Borrowers. 35 Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Williams LLC or a Responsible Officer of the MLP setting forth details of the occurrence referred to therein and stating what action the Borrowers have taken and proposes to take with respect thereto. Each notice pursuant to SECTION 6.03(a) shall describe with particularity any and all provisions of this Agreement or other Loan Document that have been breached. 6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets and (b) all lawful claims which, if unpaid, would by law become a Lien upon its property, except, in the case of clause (a) or clause (b), where (x) the validity of same are being contested in good faith by appropriate proceedings and (y) adequate reserves in accordance with GAAP are being maintained by the appropriate Loan Party. 6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in full force and effect their legal existence and good standing under the Laws of their jurisdiction of organization, except in a transaction permitted by Section 7.04 and 7.05, (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except in a transaction permitted by Section 7.04 and 7.05, and (c) preserve or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 6.06 MAINTENANCE OF ASSETS AND BUSINESS. (a) Maintain all material licenses, permits, and franchises necessary for the normal business; (b) keep all of its assets which are useful in and necessary to its business in good working order and condition (ordinary wear and tear excepted) and make all necessary repairs thereto and replacements thereof; and (c) do all things necessary to obtain, renew, extend, and continue in effect all Authorizations which may at any time and from time to time be necessary for the Borrowers and their Subsidiaries to operate their businesses in compliance with applicable Law; except where the failure to so maintain, renew, extend, or continue in effect could not reasonably be expected to have a Material Adverse Effect. 6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and reputable insurance companies not Affiliates of the Borrowers, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in the same or similar business, of such types and in such amounts as are customarily carried under similar circumstances by such other Persons. 6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the requirements of all Laws applicable to it or to its business or property, except in such instances in which (i) such requirement of Law is being contested in good faith or a bona fide dispute exists with respect thereto; or (ii) the failure to comply therewith could not be reasonably expected to have a Material Adverse Effect. 6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and account, in which full, true and correct entries in conformity with GAAP consistently applied shall be made of all financial transactions and matters involving its assets and business; and (b) maintain such books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over it. 6.10 INSPECTION RIGHTS. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, 36 finances and accounts with its directors, officers, and independent public accountants, at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the Borrower; provided, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of the Borrower at any time during normal business hours and without advance notice. 6.11 COMPLIANCE WITH ERISA. With respect to each Plan maintained by a Company, do each of the following: (a) maintain each Plan in compliance in all material respects with the applicable provisions of ERISA, the Code and other federal or state Laws; (b) cause each Plan which is qualified under Section 401(a) of the Code to maintain such qualification; and (c) make all required contributions to any Plan subject to Section 412 of the Code 6.12 USE OF PROCEEDS. Use the proceeds of the Loans to make distributions to the General Partner in satisfaction of the General Partner's right to receive net proceeds thereof (after transaction costs). 6.13 GUARANTIES. Promptly after the formation or acquisition of any new entity that is (or becomes) a Subsidiary of Williams LLC, cause such new entity to execute and deliver to Administrative Agent a Guaranty substantially in the form and upon the terms of EXHIBIT E, providing for the guaranty of payment and performance of the Obligations, together with certified copies of such Subsidiary's Organization Documents and opinions of counsel with respect to such Subsidiary and such Guaranty, in substantially the forms of EXHIBIT F-1 and F-2 hereto. 6.14 MATERIAL AGREEMENTS. Perform its obligations under the Material Agreements, except where failure to do so could not reasonably be expected to have a Material Adverse Effect. ARTICLE VII. NEGATIVE COVENANTS So long as any Lender shall have any Commitment hereunder, or any Loan or other Obligations shall remain unpaid or unsatisfied, the Borrowers agree that they shall not, nor shall they permit any of their respective Subsidiaries to, directly or indirectly: 7.01 LIENS. Create, incur, assume or suffer to exist, any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, other than the following: (a) Liens pursuant to any Loan Document; (b) Liens upon property, assets and revenues of OLP No. 1 to secure Indebtedness permitted by SECTION 7.03(b); (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP; (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or other like Liens arising in the ordinary course of business which are not overdue for a period of more than 30 days or 37 which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person; (e) pledges or deposits in the ordinary course of business in connection with workers' compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; (f) deposits to secure the performance of bids, trade contracts (other than for borrowed money), leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case incurred in the ordinary course of business; (g) easements, rights-of-way, restrictions and other similar encumbrances affecting real property which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the applicable Person; and (h) judgment Liens not giving rise to an Event of Default. 7.02 INVESTMENTS. Make or own any Investments, except: (a) Investments held by the Borrowers or their Subsidiaries in Cash Equivalents; (b) Investments by the MLP in Williams LLC; (c) Investments by the MLP in OLP No. 1 not to exceed the amount invested as of the Closing Date; (d) Investments by OLP No. 1 which are permitted Investments and/or Permitted Acquisitions (as such terms is defined in the OLP No. 1 Credit Agreement) under the terms of the OLP No. 1 Credit Agreement, subject to the limitations and restrictions contained therein; and (e) trade accounts receivable which are for goods furnished or services rendered in the ordinary course of business. 7.03 INDEBTEDNESS, SYNTHETIC LEASES AND SWAP OBLIGATIONS. Create, incur, assume or suffer to exist any Indebtedness, Synthetic Leases or obligations under Swap Contracts, except: (a) Indebtedness under the Loan Documents and Guaranty Obligations under a Guaranty executed pursuant to this Agreement; (b) Indebtedness of OLP No. 1 now existing or hereafter arising under the OLP No. 1 Credit Agreement and any additional Indebtedness of OLP No. 1 to the extent permitted by the OLP No. 1 Credit Agreement; (c) Obligations (contingent or otherwise) of the Borrowers existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risk and not for purposes of speculation or taking a "market view;" and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and (d) Indebtedness the Net Cash Proceeds of which are used to prepay the Loans in full. 38 7.04 FUNDAMENTAL CHANGES. Merge, consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default or Event of Default exists or would result therefrom: (a) any Subsidiary of Williams LLC may merge with (i) Williams LLC, provided that Williams LLC shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries of Williams LLC, provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving Person; (b) any Subsidiary of Williams LLC may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to Williams LLC or to another Subsidiary of Williams LLC; provided that if the seller in such a transaction is a wholly-owned Subsidiary, then the purchaser must also be a Wholly-Owned Subsidiary; (c) any Subsidiary of OLP No. 1 may merge with (i) OLP No. 1, provided that OLP No. 1 shall be the continuing or surviving Person, or (ii) any one or more Subsidiaries of OLP No. 1, provided that when any Wholly-Owned Subsidiary is merging with another Subsidiary, the Wholly-Owned Subsidiary shall be the continuing or surviving Person; (d) any Subsidiary of OLP No. 1 may sell all or substantially all of its assets (upon voluntary liquidation or otherwise), to OLP No. 1 or to another Subsidiary of OLP No. 1; provided that if the seller in such a transaction is a wholly-owned Subsidiary, then the purchaser must also be a Wholly-Owned Subsidiary; and (e) OLP No. 1 may enter into mergers and consolidations constituting Permitted Acquisitions (as such term is defined in the OLP No. 1 Credit Agreement), subject to the restrictions and limitations contained in the OLP No. 1 Credit Agreement. 7.05 DISPOSITIONS. Make any Disposition or enter into any agreement to make any Disposition, except: (a) Dispositions by Williams LLC and OLP No. 1 or their respective Subsidiaries of inventory in the ordinary course of business; (b) Dispositions by Williams LLC and OLP No. 1 or their Subsidiaries of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; and (c) Dispositions of property (i) by any Subsidiary of Williams LLC to Williams LLC or to a Wholly-Owned Subsidiary of Williams LLC, and (ii) by any Subsidiary of OLP No. 1 to OLP No. 1 or to a Wholly-Owned Subsidiary of OLP No. 1; (d) Other dispositions of property of OLP No. 1 permitted by the OLP No. 1 Credit Agreement, subject to the restrictions and limitations contained therein (e) If no Default or Event of Default then exists or arises as a result thereof, Dispositions not in excess of $5,000,000 for fair market value for cash in the aggregate as to all such Dispositions, provided that the Borrower or the MLP shall make the prepayment required by SECTION 2.04(b)(II) concurrently with such Disposition; and 39 (f) Dispositions the Net Cash Proceeds of which are used to prepay the Loans in full. 7.06 LEASE OBLIGATIONS. Create or suffer to exist any obligations for the payment of rent for any property under lease or agreement to lease, except operating leases (other than those constituting Synthetic Lease Obligations) entered into or assumed by the Borrowers or any of their respective Subsidiaries in the ordinary course of business. 7.07 RESTRICTED PAYMENTS. (a) Declare or make, directly or indirectly, any Restricted Payment in respect of Williams LLC, or make any other payment or distribution (whether or not same would constitute a Restricted Payment) to the MLP, or incur any obligation (contingent or otherwise) to do so, except that: (i) each Subsidiary of Williams LLC may make Restricted Payments to Williams LLC and to Wholly-Owned Subsidiaries of Williams LLC; and (ii) Williams LLC may (A) reimburse the MLP for operating expenses, maintenance capital, and general and administrative expenses paid by the MLP on behalf of Williams LLC and (B) make Quarterly Distributions to the MLP not to exceed $7,500,000 per quarter in accordance with the Limited Liability Company Agreement (Williams); provided, in each of the foregoing instances, that at the time of such distribution no Default or Event of Default exists or would result therefrom. (b) Declare or make, directly or indirectly, any Restricted Payment in respect of the MLP, or incur any obligation (contingent or otherwise) to do so, except that the MLP may (i) make Quarterly Distributions in accordance with the Partnership Agreement (MLP) to holders of common units (excluding for this purpose, for the sake of clarity, holders of non-registered Class B units and holders of subordinated units (however denominated)), and (ii) declare (but not make) distributions to holders of non-registered Class B units that by the express terms thereof are not payable prior to the indefeasible payment in full in cash of the Obligations; provided, in each of the foregoing instances, that at the time of such declaration or distribution no Default or Event of Default exists or would result therefrom. 7.08 ERISA. At any time engage in a transaction which could be subject to Section 4069 or 4212(c) of ERISA, or permit any Plan maintained by a Company to (a) engage in any non-exempt "prohibited transaction" (as defined in Section 4975 of the Code); (b) fail to comply with ERISA or any other applicable Laws; or (c) incur any material "accumulated funding deficiency" (as defined in Section 302 of ERISA), which, with respect to each event listed above, could be reasonably expected to have a Material Adverse Effect. 7.09 NATURE OF BUSINESS; CAPITAL EXPENDITURES. (a) Engage in any line of business other than Present and Related Businesses, or make any Capital Expenditures except in connection with Present and Related Businesses; provided, that OLP No. 1 may make Capital Expenditures on the terms, and subject to the restrictions and limitations, contained in the OLP No. 1 Credit Agreement. (b) At any time permit Margin Stock owned by any Loan Party to constitute 25% or more of those assets of such Loan Party which are subject to any limitation on a sale, pledge, or other restrictions hereunder. 7.10 TRANSACTIONS WITH AFFILIATES. Make any sale to, make any purchase from, extend credit to, make payment for services rendered by, or enter into any other transaction with, any Affiliate of the Borrowers unless as a whole such sales, purchases, extensions of credit, rendition of services and other 40 transactions are (at the time such sale, purchase, extension of credit, rendition of services or other transaction is entered into) on terms and conditions reasonably fair in all material respects to the Borrowers or the applicable Subsidiary in the good faith judgment of the Borrower. 7.11 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation (other than the OLP No. 1 Credit Agreement) that limits the ability (a) of any Subsidiary to make Restricted Payments to the Borrowers or to otherwise transfer property to the Borrowers or (b) of the Borrowers or any Subsidiary to create, incur, assume or suffer to exist Liens on property of such Person. 7.12 USE OF PROCEEDS. Use the proceeds of any Loan for purposes other than those permitted by SECTION 6.12, or use the proceeds of any Loan, whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund indebtedness originally incurred for such purpose. 7.13 MATERIAL AGREEMENTS. Cancel or terminate any Material Agreement, or consent to or accept any such cancellation or termination; permit any amendment to any Material Agreement or the Partnership Agreement (MLP) if such amendment could reasonably be expected to materially adversely affect the Lenders; or permit any assignment of any Material Agreement if such assignment could reasonably be expected to materially adversely affect the Lenders. 7.14 FINANCIAL COVENANT. Permit Consolidated EBITDA of Williams LLC and its Subsidiaries to be less than $20,000,000 per fiscal quarter, beginning with the quarter ending June 30, 2002. ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES 8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event of Default: (a) Non-Payment. The Borrowers fail to pay (i) when and as required to be paid herein, any amount of principal of any Loan or (ii) within ten days after the same becomes due, any interest on any Loan, any commitment or other fee due hereunder, or any other amount payable hereunder or under any other Loan Document; or (b) Specific Covenants. The Borrowers fail to perform or observe any term, covenant or agreement contained in any of SECTION 6.03(a), 6.05 (with respect to a Borrower's existence), 6.12 or 6.13 or ARTICLE VII; (c) Other Defaults. Any Loan Party fails to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for ten Business Days after the earlier of the date notice thereof shall have been given to the Borrowers by the Administrative Agent or any Lender or the date the Borrowers have knowledge of such failure; or (d) Representations and Warranties. Any representation or warranty made or deemed made by the Borrowers or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith proves to have been incorrect in any material respect when made or deemed made; or 41 (e) Cross-Default. (i) A Borrower, the General Partner or any of their respective Subsidiaries (each, a "BORROWER AFFILIATE") (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness, Guaranty Obligation or Synthetic Lease Obligation having an aggregate principal amount (or, in the case of a Synthetic Lease Obligation, Attributable Principal) (including undrawn or available amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than (individually or collectively) $20,000,000, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness, Guaranty Obligation or Synthetic Lease or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness, the lessor under such Synthetic Lease Obligation or the beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, such Indebtedness or Synthetic Lease Obligation to be demanded or to become due or to be repurchased or redeemed (automatically or otherwise) prior to its stated maturity, or such Guaranty Obligation to become payable or cash collateral in respect thereof to be demanded; or (ii) (A) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any event of default under such Swap Contract as to which the Borrower or any other Borrower Affiliate is the Defaulting Party (as defined in such Swap Contract) and the Swap Termination Value owed by a Borrower or any other Borrower Affiliate as a result thereof is greater than (individually or collectively) $20,000,000, or (B) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting from any Termination Event (as so defined) under such Swap Contract as to which a Borrower or any other Borrower Affiliate is an Affected Party (as so defined) and the Swap Termination Value owed by a Borrower or any other Borrower Affiliate as a result thereof is greater than (individually or collectively) $20,000,000 and such amount is not paid when due under such Swap Contract; or (f) Insolvency Proceedings, Etc. (i) A Borrower or any other Borrower Affiliate institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or (ii) any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent of such Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any part of its property is instituted without the consent of such Person and continues undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or (g) Inability to Pay Debts; Attachment. (i) A Borrower or any other Borrower Affiliate becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against property which is a material part of the property of a Borrower and its Subsidiaries taken as a whole, or of the other Borrower Affiliate and its Subsidiaries taken as a whole, and is not released, vacated or fully bonded within 45 days after its issue or levy; or (h) Judgments. There is entered against a Borrower or any other Borrower Affiliate (i) a final judgment or order for the payment of money in an aggregate amount exceeding (individually or collectively) $20,000,000 (to the extent not covered by (x) independent third-party insurance as to which the insurer does not dispute coverage or (y) an Acceptable Indemnity), or (ii) any non-monetary final judgment that has, or would reasonably be expected to have, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) 42 there is a period of 30 consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower or any Subsidiary under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of $20,000,000, or (ii) if there is any Multiemployer Plan, the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $20,000,000; or (j) Invalidity of Loan Documents. Any Loan Document, at any time after its execution and delivery and for any reason other than the agreement of all the Lenders or satisfaction in full of all the Obligations, ceases to be in full force and effect, or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any material respect; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document; or (k) Change of Control. There occurs any Change of Control; or (l) Dissolution. Any Loan Party shall dissolve, liquidate, or otherwise terminate its existence, except as permitted in SECTION 7.04. 8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs, the Administrative Agent shall, at the request of, or may, with the consent of the Required Lenders: (a) declare the commitment of each Lender to make Loans to be terminated, whereupon such commitments and obligation shall be terminated; (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, without presentment, demand, protest, notice of intent to accelerate, notice of acceleration or other notice of any kind, all of which are hereby expressly waived by the Borrower; and (c) exercise on behalf of itself and the Lenders all rights and remedies available to it and the Lenders under the Loan Documents or applicable law; provided, however, that upon the occurrence of any event specified in subsection (f) of SECTION 8.01, the obligation of each Lender to make Loans shall automatically terminate, the unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, in each case without further act of the Administrative Agent or any Lender. ARTICLE IX. ADMINISTRATIVE AGENT 9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT. Each Lender hereby irrevocably (subject to Section 9.09) appoints, designates and authorizes the Administrative Agent to take such action on its behalf under the provisions of this Agreement and each other Loan Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this 43 Agreement or any other Loan Document, together with such powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary contained elsewhere herein or in any other Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Lender or participant, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the term "agent" herein and in the other Loan Documents with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. 9.02 DELEGATION OF DUTIES. The Administrative Agent may execute any of its duties under this Agreement or any other Loan Document by or through agents, employees or attorneys-in-fact and shall be entitled to advice of counsel and other consultants or experts concerning all matters pertaining to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agent or attorney-in-fact that it selects in the absence of gross negligence or willful misconduct. 9.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall (a) be liable for any action taken or omitted to be taken by any of them under or in connection with this Agreement or any other Loan Document or the transactions contemplated hereby (except for its own gross negligence or willful misconduct in connection with its duties expressly set forth herein), or (b) be responsible in any manner to any Lender or participant for any recital, statement, representation or warranty made by any Loan Party or any officer thereof, contained herein or in any other Loan Document, or in any certificate, report, statement or other document referred to or provided for in, or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document, or for any failure of any Loan Party or any other party to any Loan Document to perform its obligations hereunder or thereunder. No Agent-Related Person shall be under any obligation to any Lender or participant to ascertain or to inquire as to the observance or performance of any of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books or records of any Loan Party or any Affiliate thereof. 9.04 RELIANCE BY ADMINISTRATIVE AGENT. (a) The Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, communication, signature, resolution, representation, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons, and upon advice and statements of legal counsel (including counsel to any Loan Party), independent accountants and other experts selected by the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason of taking or continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement or any other Loan Document in accordance with a request or consent of the Required Lenders or all the Lenders, if required hereunder, and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and participants. Where this Agreement expressly permits or prohibits an action unless the Required Lenders otherwise determine, the 44 Administrative Agent shall, and in all other instances, the Administrative Agent may, but shall not be required to, initiate any solicitation for the consent or a vote of the Lenders. (b) For purposes of determining compliance with the conditions to Borrowing specified in SECTION 4.01, each Lender that has funded its Pro Rata Share of the Borrowing on the Closing Date shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent, approval, acceptance or satisfaction, or required hereunder to be consented to or approved by or acceptable or satisfactory to a Lender. 9.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such notice is a "notice of default." The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or Event of Default as may be directed by the Required Lenders in accordance with ARTICLE VIII; provided, however, that unless and until the Administrative Agent has received any such direction, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders. 9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT. Each Lender acknowledges that no Agent-Related Person has made any representation or warranty to it, and that no act by the Administrative Agent hereinafter taken, including any consent to and acceptance of any assignment or review of the affairs of any Loan Party or any Affiliate thereof, shall be deemed to constitute any representation or warranty by any Agent-Related Person to any Lender as to any matter, including whether Agent-Related Persons have disclosed material information in their possession. Each Lender represents to the Administrative Agent that it has, independently and without reliance upon any Agent-Related Person and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, prospects, operations, property, financial and other condition and creditworthiness of the Loan Parties and their respective Subsidiaries, and all applicable bank or other regulatory Laws relating to the transactions contemplated hereby, and made its own decision to enter into this Agreement and to extend credit to the Borrower hereunder. Each Lender also represents that it will, independently and without reliance upon any Agent-Related Person and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigations as it deems necessary to inform itself as to the business, prospects, operations, property, financial and other condition and creditworthiness of the Borrower and the other Loan Parties. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, prospects, operations, property, financial and other condition or creditworthiness of any of the Loan Parties or any of their respective Affiliates which may come into the possession of any Agent-Related Person. 9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the transactions contemplated hereby are consummated, the Lenders shall indemnify upon demand each Agent-Related Person (to the extent not reimbursed by or on behalf of any Loan Party and without limiting the obligation of any Loan Party to do so), pro rata, and hold harmless each Agent-Related Person from and 45 against any and all Indemnified Liabilities incurred by it; provided, however, that no Lender shall be liable for the payment to any Agent-Related Person of any portion of such Indemnified Liabilities resulting from such Person's gross negligence or willful misconduct; provided, however, that no action taken in accordance with the directions of the Required Lenders shall be deemed to constitute gross negligence or willful misconduct for purposes of this Section. Without limitation of the foregoing, each Lender shall reimburse the Administrative Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including Attorney Costs) incurred by the Administrative Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Administrative Agent is not reimbursed for such expenses by or on behalf of the Borrower. The undertaking in this Section shall survive termination of the Commitments, the payment of all Obligations hereunder and the resignation or replacement of the Administrative Agent. 9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America and its Affiliates may make loans to, accept deposits from, acquire equity interests in and generally engage in any kind of banking, trust, financial advisory, underwriting or other business with each of the Loan Parties and their respective Affiliates as though Bank of America were not the Administrative Agent hereunder and without notice to or consent of the Lenders. The Lenders acknowledge that, pursuant to such activities, Bank of America or its Affiliates may receive information regarding any Loan Party or its Affiliates (including information that may be subject to confidentiality obligations in favor of such Loan Party or such Affiliate) and acknowledge that the Administrative Agent shall be under no obligation to provide such information to them. With respect to its Loans, Bank of America shall have the same rights and powers under this Agreement as any other Lender and may exercise such rights and powers as though it were not the Administrative Agent, and the terms "Lender" and "Lenders" include Bank of America in its individual capacity. 9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign as Administrative Agent upon 30 days' notice to the Lenders and the Borrower. If the Administrative Agent resigns under this Agreement, the Required Lenders shall appoint from among the Lenders a successor administrative agent for the Lenders which successor administrative agent shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably withheld or delayed). If no successor administrative agent is appointed prior to the effective date of the resignation of the Administrative Agent, the Administrative Agent may appoint, after consulting with the Lenders and the Borrower, a successor administrative agent from among the Lenders. Upon the acceptance of its appointment as successor administrative agent hereunder, such successor administrative agent shall succeed to all the rights, powers and duties of the retiring Administrative Agent and the term "Administrative Agent" shall mean such successor administrative agent and the retiring Administrative Agent's appointment, powers and duties as Administrative Agent shall be terminated. After any retiring Administrative Agent's resignation hereunder as Administrative Agent, the provisions of this ARTICLE IX and SECTIONS 10.03 and 10.13 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement. If no successor administrative agent has accepted appointment as Administrative Agent by the date which is 30 days following a retiring Administrative Agent's notice of resignation, the retiring Administrative Agent's resignation shall nevertheless thereupon become effective and the Lenders shall perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. 46 9.10 OTHER AGENTS; LEAD MANAGERS. None of the Lenders or other Persons identified on the facing page or signature pages of this Agreement as a "syndication agent," as a "documentation agent," any other type of agent (other than the Administrative Agent), "joint lead arranger," "joint book manager" or "lead manager" shall have any right, power, obligation, liability, responsibility or duty under this Agreement other than those applicable to all Lenders as such. Without limiting the foregoing, none of the Lenders so identified shall have or be deemed to have any fiduciary relationship with any Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of the Lenders so identified in deciding to enter into this Agreement or in taking or not taking action hereunder. ARTICLE X. MISCELLANEOUS 10.01 AMENDMENTS, ETC. (a) No amendment or waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by the Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and the Borrowers or the applicable Loan Party, as the case may be, and acknowledged by the Administrative Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver or consent shall, unless in writing and signed by each of the Lenders directly affected thereby and by the Borrowers, and acknowledged by the Administrative Agent, do any of the following: (i) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to SECTION 8.02); (ii) postpone any date fixed by this Agreement or any other Loan Document for any payment or mandatory prepayment of principal, interest, fees or other amounts due to the Lenders (or any of them) hereunder or under any other Loan Document; (iii) reduce the principal of, or the rate of interest specified herein on, any Loan or (subject to clause (B) of the proviso below) any fees or other amounts payable hereunder or under any other Loan Document, or change the manner of computation of any financial covenant used in determining the Applicable Rate that would result in a reduction of any interest rate on any Loan; provided, however, that only the consent of the Required Lenders shall be necessary to amend the definition of "Default Rate" or to waive any obligation of the Borrower to pay interest at the Default Rate; or (iv) amend this Section, or SECTION 2.11, or any provision herein providing for unanimous consent or other action by all the Lenders; and, provided further, that (A) no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Required Lenders or all the Lenders, as the case may be, affect the rights or duties of the Administrative Agent under this Agreement or any other Loan Document; and (B) the Agent/Arranger Fee Letter may be amended, or rights or privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, any Lender that has failed to fund any portion of the Loans required to be funded by it hereunder shall not have any right to approve or disapprove any amendment, waiver or consent hereunder, except that the Pro Rata Share of such Lender may not be increased without the consent of such Lender. 47 (b) Any amendment to any Loan Document which purports to (i) decrease the amount of any mandatory prepayment or commitment reduction required by SECTION 2.04 or (ii) change this SECTION 10.01(b), must be by an instrument in writing executed by Borrower, the Administrative Agent and by the Required Lenders. 10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES. (a) General. Unless otherwise expressly provided herein, all notices and other communications provided for hereunder and under the other Loan Documents shall be in writing (including by facsimile transmission) and mailed, faxed or delivered, to the address, facsimile number or (subject to subsection (c) below) electronic mail address specified for notices on SCHEDULE 10.02 (for the Borrowers, each Guarantor and the Administrative Agent) or the signature pages hereto (for the other Lenders); or, in the case of the Borrowers, the Guarantors or the Administrative Agent, to such other address as shall be designated by such party in a notice to the other parties, and in the case of any other party, to such other address as shall be designated by such party in a notice to the Borrower and the Administrative Agent. All such notices and other communications shall be deemed to be given or made upon the earlier to occur of (i) actual receipt by the intended recipient and (ii) (A) if delivered by hand or by courier, when signed for by the intended recipient; (B) if delivered by mail, four Business Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed by telephone; and (D) if delivered by electronic mail (which form of delivery is subject to the provisions of subsection (c) below), when delivered; provided, however, that notices and other communications to the Administrative Agent pursuant to ARTICLE II shall not be effective until actually received by such Person. Any notice or other communication permitted to be given, made or confirmed by telephone hereunder shall be given, made or confirmed by means of a telephone call to the intended recipient at the number specified on SCHEDULE 10.02 or such Person's signature page, as applicable, it being understood and agreed that a voicemail message shall in no event be effective as a notice, communication or confirmation hereunder. (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents may be transmitted and/or signed by facsimile. The effectiveness of any such documents and signatures shall, subject to applicable Law, have the same force and effect as manually-signed originals and shall be binding on all Loan Parties, the Administrative Agent and the Lenders. The Administrative Agent may also require that any such documents and signatures be confirmed by a manually-signed original thereof; provided, however, that the failure to request or deliver the same shall not limit the effectiveness of any facsimile document or signature. (c) Limited Use of Electronic Mail. Electronic mail and internet and intranet websites may be used only to distribute routine communications, such as financial statements and other information, and to distribute Loan Documents for execution by the parties thereto, and may not be used for any other purpose. (d) Reliance by Administrative Agent and Lenders. The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Notices) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. The Borrower shall indemnify each Agent-Related Person and each Lender from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other communications with the Administrative Agent may be recorded by the Administrative 48 Agent, and each of the parties hereto hereby consents to such recording. 10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the Administrative Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 10.04 ATTORNEY COSTS; EXPENSES AND TAXES. The Borrowers agree (a) to pay or reimburse (i) the Administrative Agent for all Attorney Costs, and (ii) the Administrative Agent and the Lenders for all other reasonable costs and expenses (other than Attorney Costs), incurred in connection with the preparation, negotiation, syndication, administration and execution of this Agreement and the other Loan Documents and any amendment, waiver, consent or other modification of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby are consummated), and the consummation and administration of the transactions contemplated hereby and thereby, including all Attorney Costs and out-of-pocket expenses, and (b) to pay or reimburse the Administrative Agent and each Lender for all costs and expenses incurred in connection with the enforcement, attempted enforcement, or preservation of any rights or remedies under this Agreement or the other Loan Documents (including all such costs and expenses incurred during any workout or restructuring in respect of the Obligations and during any legal proceeding, including any proceeding under any Debtor Relief Law), including all Attorney Costs. The foregoing costs and expenses shall include the cost of independent public accountants and other outside experts retained by the Administrative Agent or any Lender. The Borrowers shall pay all fees and expenses of valuation experts, investment bankers and other outside experts engaged in the preparation of the Solvency Opinion. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations. 10.05 INDEMNIFICATION. Whether or not the transactions contemplated hereby are consummated, the Borrowers and each Guarantor (by execution of a Guaranty), jointly and severally, agree to indemnify, save and hold harmless each Agent-Related Person, the other Agents, each Arranger, each Documentation Agent, each Lender, each Syndication Agent and their respective Affiliates, directors, officers, employees, counsel, agents and attorneys-in-fact (collectively the "INDEMNITEES") from and against: (a) any and all claims, demands, actions or causes of action that are asserted against any Indemnitee by any Person (other than the Administrative Agent or any Lender) relating directly or indirectly to a claim, demand, action or cause of action that such Person asserts or may assert against any Loan Party, any Affiliate of any Loan Party or any of their respective officers or directors, arising out of or relating to, the Loan Documents, the Solvency Opinion, the Commitments, the use or contemplated use of the proceeds of any Loans, or the relationship of any Loan Party, the Administrative Agent and the Lenders under this Agreement or any other Loan Document; (b) any and all claims, demands, actions or causes of action that may at any time (including at any time following repayment of the Obligations and the resignation of the Administrative Agent or the replacement of any Lender) be asserted or imposed against any Indemnitee, arising out of or relating to, the Loan Documents, the Solvency Opinion, the Commitments, the use or contemplated use of the proceeds of any Loans, or the relationship of any Loan Party, the Administrative Agent and the Lenders under this Agreement or any other Loan Document; (c) without limiting the foregoing, any and all claims, demands, actions or causes of action that are asserted or imposed against any Indemnitee, (i) under the application of any Environmental Law applicable to the Borrower or any of its Subsidiaries or any of their properties or assets, including the treatment or disposal of Hazardous Substances on any of their properties or assets, including without limitation the Pipeline Assets (ii) as a result of the breach or non-compliance by a Borrower or any 49 Subsidiary with any Environmental Law applicable to the Borrower or any Subsidiary, (iii) due to past ownership by a Borrower or any Subsidiary of any of their properties or assets or past activity on any of their properties or assets including, without limitation, the Pipeline Assets which, though lawful and fully permissible at the time, could result in present liability, (iv) due to the presence, use, storage, treatment or disposal of Hazardous Substances on or under, or the escape, seepage, leakage, spillage, discharge, emission or release from, any of the properties owned or operated by a Borrower or any Subsidiary (including any liability asserted or arising under any Environmental Law), regardless of whether caused by, or within the control of, a Borrower or such Subsidiary, or (v) due to any other environmental, health or safety condition in connection with the Loan Documents; (d) any administrative or investigative proceeding by any Governmental Authority arising out of or related to a claim, demand, action or cause of action described in subsection (a), (b) or (c) above; and (e) any and all liabilities (including liabilities under indemnities), losses, costs or expenses (including Attorney Costs) that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand, action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing claim, demand, action, cause of action or proceeding, in all cases, WHETHER OR NOT ARISING OUT OF THE NEGLIGENCE OF AN INDEMNITEE, and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall be entitled to indemnification for any claim caused by its own gross negligence or willful misconduct. The agreements in this Section shall survive the termination of the Commitments and repayment of all the other Obligations. 10.06 PAYMENTS SET ASIDE. To the extent that the Borrowers makes a payment to the Administrative Agent or any Lender, or the Administrative Agent or any Lender exercises its right of set-off, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Administrative Agent upon demand its applicable share of any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. 10.07 SUCCESSORS AND ASSIGNS. (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrowers may not assign or otherwise transfer any of their rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby and, to the extent expressly contemplated hereby, the Indemnitees) any legal or equitable right, remedy or claim under or by reason of this Agreement. (b) At any time after the sooner of (x) the occurrence of an Event of Default or (y) 120 days after the Closing Date, any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it); provided that (i) except in the case of an assignment of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it or in the case of an 50 assignment to a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent, shall not be less than $5,000,000, unless each of the Administrative Agent and, so long as no Event of Default has occurred and is continuing, the Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed), (ii) each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not prohibit the assignment of a proportionate part of all the assigning Lender's rights and obligations in respect of the Facility, and (iii) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Acceptance. Subject to acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the assigning Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of SECTIONS 3.07, 10.04 and 10.05). Upon request, the Borrower (at its expense) shall execute and deliver new or replacement Notes to the assigning Lender and the assignee Lender. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. (c) The Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at the Administrative Agent's Office a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the "REGISTER"). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. (d) Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to one or more banks or other entities (a "PARTICIPANT") in all or a portion of such Lender's rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans owing to it); provided that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification that would (i) postpone any date upon which any payment of money is scheduled to be paid to such Participant, (ii) reduce the principal, interest, fees or other amounts payable to such Participant, or (iii) release any Guarantor from the Guaranty. Subject to subsection (e) of this Section, the Borrower agrees that each Participant shall be 51 entitled to the benefits of SECTIONS 3.01, 3.04 and 3.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of SECTION 10.09 as though it were a Lender, provided such Participant agrees to be subject to SECTION 2.11 as though it were a Lender. (e) A Participant shall not be entitled to receive any greater payment under SECTION 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of SECTION 3.01 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of the Borrower, to comply with SECTION 10.15 as though it were a Lender. (f) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement (including under its Notes, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. (g) If the consent of the Borrowers to an assignment or to an Eligible Assignee is required hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in clause (i) of the proviso to the first sentence of SECTION 10.07(b)), the Borrowers shall be deemed to have given their consent five Business Days after the date notice thereof has been delivered by the assigning Lender (through the Administrative Agent) unless such consent is expressly refused by the Borrowers prior to such fifth Business Day. 10.08 CONFIDENTIALITY. Each Lender agrees that it will not disclose without the prior consent of the Borrowers (other than to directors, officers, employees, auditors, accountants, counsel or other professional advisors of the Administrative Agent or any Lender) any information with respect to the Borrower or its Subsidiaries, which is furnished pursuant to this Agreement and which (i) the Borrower in good faith considers to be confidential and (ii) is either clearly marked confidential or is designated by the Borrower to the Administrative Agent or the Lenders in writing as confidential, provided that any Lender may disclose any such information (a) as has become generally available to the public, (b) as may be required or appropriate in any report, statement or testimony submitted to or required by any municipal, state or federal regulatory body having or claiming to have jurisdiction over such Lender or submitted to or required by the Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States of America or elsewhere) or their successors, (c) as may be required or appropriate in response to any summons or subpoena in connection with any litigation, (d) in order to comply with any law, order, regulation or ruling applicable to such Lender, (e) to any Eligible Assignee of or Participant in, or any prospective Eligible Assignee of or Participant in, any of its rights or obligations under this Agreement, provided that such Eligible Assignee or Participant or prospective Eligible Assignee or Participant executes an agreement containing provisions substantially similar to those contained in this SECTION 10.08, (f) in connection with the exercise of any remedy by such Lender following an Event of Default pertaining to the Loan Documents, (g) in connection with any litigation involving such Lender pertaining to the Loan Documents, (h) to any Lender or the Administrative Agent, or (i) to any Affiliate of any Lender (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such information and instructed to keep such information confidential). 52 10.09 SET-OFF. In addition to any rights and remedies of the Lenders provided by law, upon the occurrence and during the continuance of any Event of Default, each Lender is authorized at any time and from time to time, without prior notice to the Borrowers or any other Loan Party, any such notice being waived by the Borrower (on its own behalf and on behalf of each Loan Party) to the fullest extent permitted by law, to set off and apply any and all deposits (general or special, time or demand, provisional or final) at any time held by, and other indebtedness at any time owing by, such Lender to or for the credit or the account of the respective Loan Parties against any and all Obligations owing to the Administrative Agent and the Lenders, now or hereafter existing, irrespective of whether or not the Administrative Agent or such Lender shall have made demand under this Agreement or any other Loan Document and although such Obligations may be contingent or unmatured. Each Lender agrees promptly to notify the Borrowers and the Administrative Agent after any such set-off and application made by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. 10.10 INTEREST RATE LIMITATION. Regardless of any provision contained in any Loan Document, neither the Administrative Agent nor any Lender shall ever be entitled to contract for, charge, take, reserve, receive, or apply, as interest on all or any part of the Obligations, any amount in excess of the Maximum Rate, and, if any Lender ever does so, then such excess shall be deemed a partial prepayment of principal and treated hereunder as such and any remaining excess shall be refunded to the Borrowers. In determining if the interest paid or payable exceeds the Maximum Rate, the Borrower and the Lenders shall, to the maximum extent permitted under applicable Law, (a) treat all Borrowings as but a single extension of credit (and the Lenders and the Borrower agree that such is the case and that provision herein for multiple Borrowings is for convenience only), (b) characterize any nonprincipal payment as an expense, fee, or premium rather than as interest, (c) exclude voluntary prepayments and the effects thereof, and (d) amortize, prorate, allocate, and spread the total amount of interest throughout the entire contemplated term of the Obligations. However, if the Obligations are paid and performed in full prior to the end of the full contemplated term thereof, and if the interest received for the actual period of existence thereof exceeds the Maximum Amount, the Lenders shall refund such excess, and, in such event, the Lenders shall not, to the extent permitted by Law, be subject to any penalties provided by any Laws for contracting for, charging, taking, reserving, or receiving interest in excess of the Maximum Amount. If, contrary to the parties' intent expressed in SECTION 10.16(a), the Laws of the State of Texas are applicable for purposes of determining the "Maximum Rate" or the "Maximum Amount," then those terms mean the "weekly ceiling" from time to time in effect under Texas Finance Code Section 303.001, as limited by Texas Finance Code Section 303.009. The Borrower agrees that Chapter 346 of the Texas Finance Code, as amended (which regulates certain revolving credit loan accounts and revolving tri-party accounts), does not apply to the Obligations. 10.11 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 10.12 INTEGRATION. This Agreement, together with the other Loan Documents, comprises the complete and integrated agreement of the parties on the subject matter hereof and thereof and supersedes all prior agreements, written or oral, on such subject matter. In the event of any conflict between the provisions of this Agreement and those of any other Loan Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. 53 10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by the Administrative Agent and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or Event of Default at the time of any Borrowing, and shall continue in full force and effect as long as any Loan or any other Obligation shall remain unpaid or unsatisfied. 10.14 SEVERABILITY. Any provision of this Agreement and the other Loan Documents to which the Borrower is a party that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 10.15 FOREIGN LENDERS. Each Lender that is a "foreign corporation, partnership or trust" within the meaning of the Code (a "Foreign Lender") shall deliver to the Administrative Agent, prior to receipt of any payment subject to withholding under the Code (or after accepting an assignment of an interest herein), two duly signed completed copies of either IRS Form W-8BEN or any successor thereto (relating to such Person and entitling it to an exemption from, or reduction of, withholding tax on all payments to be made to such Person by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor thereto (relating to all payments to be made to such Person by the Borrower pursuant to this Agreement) or such other evidence satisfactory to the Borrower and the Administrative Agent that such Person is entitled to an exemption from, or reduction of, U.S. withholding tax. Thereafter and from time to time, each such Person shall (a) promptly submit to the Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current United States laws and regulations to avoid, or such evidence as is satisfactory to the Borrower and the Administrative Agent of any available exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by the Borrower pursuant to this Agreement, (b) promptly notify the Agent of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (c) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws that the Borrower make any deduction or withholding for taxes from amounts payable to such Person. If such Person fails to deliver the above forms or other documentation, then the Administrative Agent may withhold from any interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the Code, without reduction. If any Governmental Authority asserts that the Administrative Agent did not properly withhold any tax or other amount from payments made in respect of such Person, such Person shall indemnify the Administrative Agent therefor, including all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to the Agent under this Section, and costs and expenses (including Attorney Costs) of the Administrative Agent. The obligation of the Lenders under this Section shall survive the payment of all Obligations and the resignation or replacement of the Administrative Agent. 10.16 GOVERNING LAW. (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE; 54 PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW. (b) EACH COMPANY AND OTHER PARTY HERETO, AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, AGREES AS TO THIS SECTION 10.16(b). ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE Agent AND EACH LENDER CONSENTS, AND BY EXECUTION OF A GUARANTY, EACH GUARANTOR CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWERS, EACH GUARANTOR, THE ADMINISTRATIVE Agent AND EACH LENDER (1) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER DOCUMENT RELATED THERETO, AND (2) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS FOR NOTICES DESIGNATED HEREIN. THE BORROWERS, EACH GUARANTOR, THE ADMINISTRATIVE Agent AND EACH LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE. THE BORROWERS AND EACH GUARANTOR, BY ITS EXECUTION OF A GUARANTY, AGREES TO DESIGNATE AND MAINTAIN AN AGENT FOR SERVICE OF PROCESS IN NEW YORK IN CONNECTION WITH ACTIONS AND PROCEEDINGS UNDER THE LOAN DOCUMENTS AND TO DELIVER TO THE ADMINISTRATIVE AGENT EVIDENCE THEREOF. 10.17 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT AND EACH GUARANTOR, BY EXECUTION OF A GUARANTY, HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE COMPANIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY. 10.18 NO GENERAL PARTNER'S LIABILITY. The Lenders agree for themselves and their respective successors and assigns, including any subsequent holder of any Note, that, for so long as the sole asset of the General Partner is the general partner interest in the MLP, any claim against the Borrowers which may arise under any Loan Document shall be made only against and shall be limited to the assets of the Borrower and the Guarantors, and that no judgment, order or execution entered in any suit, action or proceeding, whether legal or equitable, on this Agreement, such Note or any of the other Loan 55 Documents shall be obtained or enforced against the General Partner or its assets for the purpose of obtaining satisfaction and payment of such Note, the Indebtedness evidenced thereby or any claims arising thereunder or under this Agreement or any other Loan Document, any right to proceed against the General Partner individually or its respective assets being hereby expressly waived, renounced and remitted by the Lenders for themselves and their respective successors and assigns. Nothing in this SECTION 10.18, however, shall be construed so as to prevent the Administrative Agent, any Lender or any other holder of any Note from commencing any action, suit or proceeding with respect to or causing legal papers to be served upon the General Partner for the purpose of obtaining jurisdiction over the Borrowers. 10.19 ENTIRE AGREEMENT. This Agreement and the other Loan Documents represent the final agreement between 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 between the parties. [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURES BEGIN ON NEXT PAGE] 56 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written. WILLIAMS PIPE LINE COMPANY, LLC By: WILLIAMS ENERGY PARTNERS L.P., its Sole Member By: Williams GP LLC, its General Partner By: /s/ Don R. Wellendorf Name: Don R. Wellendorf Title: Senior Vice President, Chief Financial Officer and Treasurer WILLIAMS ENERGY PARTNERS L.P. By: WILLIAMS GP LLC, its General Partner By: /s/ Don R. Wellendorf Name: Don R. Wellendorf Title: Senior Vice President, Chief Financial Officer and Treasurer [THIS IS A SIGNATURE PAGE TO THE WILLIAMS LLC CREDIT AGREEMENT] BANK OF AMERICA, N.A., as Administrative Agent By: /s/ Claire M. Liu ------------------------------------------- Name: Claire M. Liu Title: Managing Director BANK OF AMERICA, N.A., as a Lender By: /s/ Claire M. Liu ------------------------------------------- Name: Claire M. Liu Title: Managing Director [THIS IS A SIGNATURE PAGE TO THE WILLIAMS LLC CREDIT AGREEMENT] SYNDICATED LOAN FUNDING TRUST By Lehman Commercial Paper Inc., not in its individual capacity but solely as Asset Manager, as a Lender By: /s/ Michele Swanson ---------------------------------------------- Name: Michele Swanson Title: Authorized Signatory [THIS IS A SIGNATURE PAGE TO THE WILLIAMS LLC CREDIT AGREEMENT] SYNDICATED LOAN FUNDING TRUST Address for payments and Borrowing Notices Syndicated Loan Funding Trust c/o Lehman Commercial Paper Inc. 745 7TH Avenue, 16th Floor New York, New York 10019 Telephone: (212) 526-6560 Facsimile: (212) 526-6653 Attn: Nancy Wong Other notices as a Lender Syndicated Loan Funding Trust c/o Lehman Commercial Paper Inc. 745 7TH Avenue, 19th Floor New York, New York 10019 Telephone: (212) 526-0330 Facsimile: (212) 526-0242 Attn: Michele Swanson CITIBANK, N.A., as Syndication Agent and as a Lender By: /s/Todd J. Mogil ---------------------------------------------- Name: Todd J. Mogil -------------------------------------------- Title: Attorney-in-Fact ------------------------------------------- [THIS IS A SIGNATURE PAGE TO THE WILLIAMS LLC CREDIT AGREEMENT] CITIBANK, N.A. Address for Notices: Citibank, N.A. c/o Citicorp North America, Inc. 1200 Smith Street, Suite 2000 Houston, Texas 77002 Telephone: (713) 654-3559 Facsimile: (713) 654-2849 Attn: Todd J. Mogil MERRILL LYNCH CREDIT CORPORATION, as a Lender By: /s/ Carol J.E. Feeley --------------------------------- Name: Carol J.E. Feeley --------------------------------- Title: Vice President --------------------------------- Merrill Lyunch Capital Corp. --------------------------------- [THIS IS A SIGNATURE PAGE TO THE WILLIAMS LLC CREDIT AGREEMENT] MERRILL LYNCH CREDIT CORPORATION Address for Notices: Merrill Lynch Credit Corporation 4 World Financial Center - 16th Floor New York, NY 10080 Telephone: (212) 449-6996 Facsimile: (212) 738-1719 Attn: Mark Campbell JPMORGAN CHASE BANK, as a Lender By: /s/ Steven Wood ------------------------------- Name: Steven Wood ------------------------------- Title: Vice President ------------------------------- [THIS IS A SIGNATURE PAGE TO THE WILLIAMS LLC CREDIT AGREEMENT] JPMORGAN CHASE BANK Address for Notices: JPMorgan Chase Bank 1 CMP - 8th Floor New York, New York Telephone: (212) 552-7692 Facsimile: (212) 552-5777 Attn: Lynette Lang SCHEDULE 2.01 COMMITMENTS
LENDER SENIOR CREDIT FACILITY ------ ---------------------- Bank of America, N.A. $140,000,000 Syndicated Loan Funding Trust $140,000,000 Citibank, N.A. $140,000,000 Merrill Lynch Credit Corporation $140,000,000 JPMorgan Chase Bank $140,000,000 Total: $700,000,000
1 SCHEDULE 5.13 SUBSIDIARIES AND OTHER EQUITY INVESTMENTS Williams LLC
Name Jurisdiction of Organization Ownership ---- ---------------------------- --------- ~~None N/A N/A~~
MLP
Name Jurisdiction of Organization Ownership ---- ---------------------------- --------- Williams Pipe Line Company, LLC Delaware Williams Energy Partners L.P. ("MLP") (100%) Williams GP Inc. Delaware MLP (100%) Williams OLP, L.P. Delaware Limited Partner: MLP (99.999%) General Partner: Williams GP Inc. (.001%) Williams Natural Gas Liquids, LLC Delaware Williams OLP, L.P. ("OLP") (100%) ("WNG LLC") Williams Terminals Holding, L.P. Delaware Limited Partner: OLP (99%) General Partner: WNG LLC (1%) Williams Pipelines Holdings, L.P. Delaware Limited Partner: OLP (99%) General Partner: WNG LLC (1%) Williams Ammonia Pipeline, L.P. Delaware Limited Partner: OLP (99%) General Partner: WNG LLC (1%)
2 SCHEDULE 10.02 ADDRESSES FOR NOTICES TO BORROWER, GUARANTORS AND ADMINISTRATIVE AGENT ADDRESS FOR NOTICES TO BORROWERS WILLIAMS ENERGY PARTNERS L.P. c/o Williams GP LLC One Williams Center Tulsa, Oklahoma 74172 Attn: Mr. Don R. Wellendorf Telephone: (918) 573-4119 Facsimile: (918) 573-3864 Electronic Mail: ***@*** WILLIAMS PIPE LINE COMPANY, LLC c/o Williams GP LLC One Williams Center Tulsa, Oklahoma 74172 Attn: Mr. Don R. Wellendorf Telephone: (918) 573-4119 Facsimile: (918) 573-3864 Electronic Mail: ***@*** ADDRESSES FOR BANK OF AMERICA Administrative Agent's Office and Bank of America's Lending Office (for payments and Borrowing Notices): Bank of America, N.A. 901 Main Street, 14th Floor Dallas, TX 75202 Attention: Ben Cosgrove Telephone: 214 ###-###-#### Facsimile: 214 ###-###-#### Electronic Mail: ***@*** Account No.: 1292000883 Ref: Williams Pipe Line Company, LLC ABA# 111000012 1 Other Notices as Administrative Agent: Bank of America, N.A. 901 Main Street, 14th Floor Dallas, TX 75202 Attention: Renita M. Cummings Telephone: 214 ###-###-#### Facsimile: 214 ###-###-#### Electronic Mail: ***@*** Other Notices as a Lender: Bank of America, N.A. 333 Clay Street, Suite #4550 Houston, TX 77002 Attention: Claire Liu, Managing Director Telephone: 713 ###-###-#### Facsimile: 713 ###-###-#### Electronic Mail: ***@*** 2 EXHIBIT A-1 FORM OF BORROWING NOTICE Date: ___________, 2002 To: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of April ___, 2002 (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 Pipe Line Company, LLC, a Delaware limited liability company, Williams Energy Partners L.P., a Delaware limited partnership (collectively, the "BORROWERS"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The undersigned hereby requests the following: 1. Amount of Borrowing: $___________ 2. Requested date of Borrowing: _________________, 2002. 3. 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 $_______________ 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 and 2.02 of the Agreement. Exhibit A-1 Page 1 Form of Borrowing Notice WILLIAMS PIPE LINE COMPANY, LLC By: WILLIAMS ENERGY PARTNERS L.P., its Sole Member By: Williams GP LLC, its General Partner By:___________________________ Name:_________________________ Title:________________________ WILLIAMS ENERGY PARTNERS L.P. By: Williams GP LLC, its General Partner By:___________________________ Name:_________________________ Title:________________________ Exhibit A-1 Page 2 Form of Borrowing Notice EXHIBIT A-2 FORM OF CONVERSION/CONTINUATION NOTICE Date: _____________, 2002 TO: Bank of America, N.A., as Administrative Agent Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of April ___, 2002 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the "AGREEMENT"; the terms defined therein being used herein as herein defined), among Williams Pipe Line Company, LLC, a Delaware limited liability company, Williams Energy Partners L.P., a Delaware limited partnership (collectively, the "BORROWERS"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The undersigned hereby requests a [conversion] [continuation] of Loans as follows: 1. Amount of [conversion] [continuation]: $___________ 2. Existing rate: Check applicable blank (a) Base Rate ______________ (b) Eurodollar Rate Loan with Interest Period of: (i) one month _______________ (ii) two months _______________ (iii) three months _______________ (iv) six months _______________ 3. If a Eurodollar Rate Loan, date of the last day of the Interest Period for such Loan: ______________, 200_. The Loan described above is to be [converted] [continued] as follows: 4. Requested date of [conversion] [continuation]: _________________, 200_. 5. 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 $_______________ Exhibit A-2 Page 1 Form of Conversion Continuation Notice (iv) six months for $_______________ The [conversion] [continuation] requested herein complies with SECTIONS 2.01 and 2.02 of the Agreement. WILLIAMS PIPE LINE COMPANY, LLC By: WILLIAMS ENERGY PARTNERS L.P., its Sole Member By: Williams GP LLC, its General Partner By:_________________________________ Name:_______________________________ Title:______________________________ WILLIAMS ENERGY PARTNERS L.P. By Williams GP LLC, its General Partner By:_________________________________ Name:_______________________________ Title:______________________________ Exhibit A-2 Page 2 Form of Conversion Continuation Notice EXHIBIT B FORM OF NOTE $_____________________ April ___, 2002 FOR VALUE RECEIVED, the undersigned (the "BORROWERS"), jointly and severally, hereby promise to pay to the order of _____________________________ (the "LENDER"), on the Maturity Date (as defined in the Credit Agreement referred to below) the principal amount of __________________Dollars ($____________), or such lesser principal amount of Loans (as defined in such Credit Agreement) due and payable by the Borrowers to the Lender on the Maturity Date under that certain Credit Agreement, dated as of even date herewith (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 the Borrowers, the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The Borrowers promise to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates, and at such times as are specified in the Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and is subject to optional and mandatory prepayment in whole or in part as provided therein. This Note is also entitled to the benefits of each Guaranty. Upon the occurrence of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. This Note is a Loan Document and is subject to SECTION 10.10 of the Credit Agreement, which is incorporated herein by reference the same as if set forth herein verbatim. The Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, notice of intent to accelerate, notice of acceleration, demand, dishonor and non-payment of this Note. Exhibit B Page 1 Form of Note THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. WILLIAMS PIPE LINE COMPANY, LLC By: WILLIAMS ENERGY PARTNERS L.P., its Sole Member By: Williams GP LLC, its General Partner By:__________________________________ Name:________________________________ Title:_______________________________ WILLIAMS ENERGY PARTNERS L.P. By: Williams GP LLC, its General Partner By:__________________________________ Name:________________________________ Title:_______________________________ Exhibit B Page 2 Form of Note LOANS AND PAYMENTS WITH RESPECT THERETO
Amount of Principal or Type of Loan Amount of Loan End of Interest Interest Paid Principal Debt Date Made Made Period This Date This Date Notation Made By - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ---------------- - ----------------- ------------- -------------- ---------------- -------------- -------------- ----------------
Exhibit B Page 3 Form of Note EXHIBIT C 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 April ___, 2002 (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 Pipe Line Company, LLC, a Delaware limited liability company ("WILLIAMS LLC"), Williams Energy Partners L.P., a Delaware limited partnership (the "MLP" and, together with Williams LLC, the "BORROWERS"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative 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 Williams LCC and the _______________ of the MLP, respectively, and that, as such, each is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of Williams LLC and the MLP, respectively, 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(a) of the Agreement for the fiscal year of Williams LLC ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of Williams LLC 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 year-end audited financial statements required by SECTION 6.01(c) 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 Williams LLC ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of Williams LLC 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 Page 1 Form of Compliance Certificate [Use the following for both fiscal year-end and quarter-end financial statements] 3. The undersigned have reviewed and are 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 Borrowers during the accounting period covered by the attached financial statements. 4. A review of the activities of the Borrowers during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrowers performed and observed all their respective 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 have executed this Certificate as of ______________, ________. WILLIAMS PIPE LINE COMPANY, LLC By: WILLIAMS ENERGY PARTNERS L.P., its Sole Member By: Williams GP LLC, its General Partner By:_____________________________________ Name:___________________________________ Title:__________________________________ WILLIAMS ENERGY PARTNERS L.P. By: Williams GP LLC, its General Partner By:_____________________________________ Name:___________________________________ Title:__________________________________ Exhibit C Page 2 Form of Compliance Certificate For the Quarter/Year ended ___________________("STATEMENT DATE") SCHEDULE 2 to the Compliance Certificate ($ in 000's) I. SECTION 7.14 -Minimum Consolidated EBITDA A. Consolidated EBITDA for four consecutive fiscal quarters 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 Subject Period: $________ 6. Consolidated EBITDA (Lines I.A.1 + I.A.2 + I.A.3 + I.A.4 + I.A.5): $________ Minimum required: $20,000,000 Exhibit C Page 3 Form of Compliance Certificate EXHIBIT D FORM OF ASSIGNMENT AND ACCEPTANCE Reference is made to that certain Credit Agreement, dated as of April ___, 2002 (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 Pipe Line Company, LLC, a Delaware limited liability company, and Williams Energy Partners L.P., a Delaware limited partnership (collectively, the "BORROWERS"), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent. The assignor identified on the signature page hereto (the "ASSIGNOR") and the assignee identified on the signature page hereto (the "ASSIGNEE") agree as follows: 1. (a) Subject to paragraph 11, effective as of the date specified on SCHEDULE 1 hereto (the "EFFECTIVE DATE"), the Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, the interest under the Credit Agreement described on SCHEDULE 1 hereto (the "ASSIGNED INTEREST") in and to the Assignor's rights and obligations under the Agreement. (b) From and after the Effective Date, (i) the Assignee shall be a party under the Agreement and will have all the rights and obligations of a Lender for all purposes under the Loan Documents to the extent of the Assigned Interest and be bound by the provisions thereof, and (ii) to the extent of the Assigned Interest, the Assignor shall relinquish its rights and be released from its obligations under the Agreement. The Assignor and/or the Assignee, as agreed by the Assignor and the Assignee, shall deliver, in immediately available funds, any applicable assignment fee required under SECTION 10.07(b) of the Agreement. 2. On the Effective Date, the Assignee shall pay to the Assignor, in immediately available funds, an amount equal to the purchase price of the Assigned Interest as agreed upon by the Assignor and the Assignee. 3. From and after the Effective Date, the Administrative Agent shall make all payments under the Agreement and the Notes, if any, in respect of the Assigned Interest (including all payments of principal, interest and fees with respect thereto) to the Assignee. The Assignor and the Assignee shall make all appropriate adjustments in payments under the Agreement and such Notes, if any, for periods prior to the Effective Date directly between themselves. 4. The Assignor represents and warrants to the Assignee that: (a) The Assignor is the legal and beneficial owner of the Assigned Interest, and the Assigned Interest is free and clear of any adverse claim; (b) the Assigned Interest listed on SCHEDULE 1 accurately and completely sets forth the Outstanding Amount of all Loans relating to the Assigned Interest as of the Effective Date; (c) it has the power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Assignment and Acceptance, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated Exhibit D Page 1 Form of Assignment and Acceptance by, this Assignment and Acceptance and the Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection in connection herewith or therewith; and (d) this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignor. The Assignor makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or any of their Affiliates or the performance by the Borrowers or any of their Affiliates of their respective obligations under the Loan Documents, and assumes no responsibility with respect to any statements, warranties or representations made under or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of any Loan Document other than as expressly set forth above. 5. The Assignee represents and warrants to the Assignor and the Administrative Agent that: (a) it is an Eligible Assignee; (b) it has the full power and authority and the legal right to make, deliver and perform, and has taken all necessary action, to authorize the execution, delivery and performance of this Assignment and Acceptance, and any and all other documents delivered by it in connection herewith and to fulfill its obligations under, and to consummate the transactions contemplated by, this Assignment and Acceptance and the Loan Documents, and no consent or authorization of, filing with, or other act by or in respect of any Governmental Authority, is required in connection in connection herewith or therewith; (c) this Assignment and Acceptance constitutes the legal, valid and binding obligation of the Assignee; (d) under applicable Laws no tax will be required to be withheld by the Administrative Agent or the Borrowers with respect to any payments to be made to the Assignee hereunder or under any Loan Document, and unless otherwise indicated in the space opposite the Assignee's signature below, no tax forms described in SECTION 10.15 of the Agreement are required to be delivered by the Assignee; and (e) the Assignee has received a copy of the Agreement, together with copies of the most recent financial statements of the Borrowers delivered pursuant thereto, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Acceptance. The Assignee has independently and without reliance upon the Assignor or the Administrative Agent and based on such information as the Assignee has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Acceptance. The Assignee will, independently and without reliance upon the Administrative Agent or any Lender, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Agreement. 6. The Assignee appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Agreement, the other Loan Exhibit D Page 2 Form of Assignment and Acceptance Documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto. 7. If either the Assignee or the Assignor desires one or more Notes to evidence its Loans, it shall request the Administrative Agent to procure such Notes from the Borrowers. 8. The Assignor and the Assignee agree to execute and deliver such other instruments, and take such other action, as either party may reasonably request in connection with the transactions contemplated by this Assignment and Acceptance. 9. This Assignment and Acceptance shall be binding upon and inure to the benefit of the parties and their respective successors and assigns; provided, however, that the Assignee shall not assign its rights or obligations hereunder without the prior written consent of the Assignor and any purported assignment, absent such consent, shall be void. 10. This Assignment and Acceptance may be executed by facsimile signatures with the same force and effect as if manually signed and may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. This Assignment and Acceptance shall be governed by and construed in accordance with the laws of the state specified in SECTION 10.16 of the Agreement entitled "Governing Law." 11. The effectiveness of the assignment described herein is subject to: (a) if such consent is required by the Agreement, receipt by the Assignor and the Assignee of the consent of the Administrative Agent and/or the Borrowers to the assignment described herein. By delivering a duly executed and delivered copy of this Assignment and Acceptance to the Administrative Agent, the Assignor and the Assignee hereby request any such required consent and request that the Administrative Agent register the Assignee as a Lender under the Agreement effective as of the Effective Date; and (b) receipt by the Administrative Agent of (or other arrangements acceptable to the Administrative Agent with respect to) any applicable assignment fee referred to in SECTION 10.07(b) of the Agreement and any tax forms required by SECTION 10.15 of the Agreement. By signing below, the Administrative Agent agrees to register the Assignee as a Lender under the Agreement, effective as of the Effective Date with respect to the Assigned Interest, and will adjust the registered Pro Rata Share of the Assignor under the Agreement to reflect the assignment of the Assigned Interest. 12. Attached hereto as SCHEDULE 2 is all contact, address, account and other administrative information relating to the Assignee. Exhibit D Page 3 Form of Assignment and Acceptance IN WITNESS WHEREOF, the parties hereto have caused this Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers. Assignor: [Name of Assignor] By:____________________________ Name:__________________________ Title:_________________________ Assignee: [Name of Assignee] By:____________________________ |_| Tax forms required by Name:__________________________ SECTION 10.15 of the Agreement included Title:_________________________ (Signatures continue) Exhibit D Page 4 Form of Assignment and Acceptance In accordance with and subject to SECTION 10.07 of the Credit Agreement, the undersigned consent to the foregoing assignment as of the Effective Date: Williams Pipe Line Company, LLC By: WILLIAMS ENERGY PARTNERS L.P., its Sole Member By: Williams GP LLC, its General Partner By:___________________________________ Name:_________________________________ Title:________________________________ Williams Energy Partners L.P. By: Williams GP LLC, its General Partner By:___________________________________ Name:_________________________________ Title:________________________________ BANK OF AMERICA, N.A., as Administrative Agent By:___________________________________ Title: Exhibit D Page 5 Form of Assignment and Acceptance SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE THE ASSIGNED INTEREST Effective Date: ______________________
Commitment Percentage (i.e. the proportion that Assignee's Committed Sum to be acquired bears to the Aggregate Committed Sum or Percentage Committed Sum or of Outstanding Amount assigned (i.e. the proportion that the Outstanding Amount Outstanding Amount to be acquired by Assignee bears to the Assigned aggregate Outstanding Amount under the respective Facility) Assigned Facility (as applicable) (set forth to at least 8 decimal points) - ----------------- ------------------ ------------------------------------------------------------ ~~ASSIGNED INTEREST ___________ __________ %~~
Schedule 1 Page 1 Form of Assignment and Acceptance SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE ADMINISTRATIVE DETAILS (Assignee to list names of credit contacts, addresses, phone and facsimile numbers, electronic mail addresses and account and payment information) Schedule 2 Page 1 Form of Assignment and Acceptance EXHIBIT E FORM OF SUBSIDIARY GUARANTY THIS GUARANTY is executed as of ___________, 2002, jointly and severally by the undersigned (each a "GUARANTOR" and collectively the "GUARANTORS"), for the benefit of BANK OF AMERICA, N.A., a national banking association (in its capacity as Administrative Agent for the benefit of Lenders). RECITALS A. Williams Pipe Line Company, LLC, a Delaware limited liability company, and Williams Energy Partners L.P., a Delaware limited partnership (collectively, the "BORROWERS"), Bank of America, N.A., as Administrative Agent (including its permitted successors and assigns in such capacity, "ADMINISTRATIVE AGENT"), and the Lenders now or hereafter party to the Credit Agreement (including their respective permitted successors and assigns, "LENDERS") have entered into a Credit Agreement, dated as of April ___, 2002 (as amended, modified, supplemented, or restated from time to time, the "CREDIT AGREEMENT"); B. Provisions of the Credit Agreement permit Guarantors to directly or indirectly receive proceeds of Borrowings made pursuant thereto; and C. This Guaranty is integral to the transactions contemplated by the Loan Documents and the execution and delivery hereof, is a condition precedent to Lenders' obligations to extend credit under the Loan Documents. ACCORDINGLY, for adequate and sufficient consideration, the receipt and adequacy of which are hereby acknowledged, each Guarantor, jointly and severally, guarantees to Administrative Agent and Lenders the prompt payment of the Guaranteed Debt (defined below) as follows: 1. DEFINITIONS. Terms defined in the Credit Agreement have the same meanings when used, unless otherwise defined, in this Guaranty. As used in this Guaranty: BORROWER and BORROWERS means each of the Persons defined in the preamble to this Guaranty as Borrowers and includes Borrowers, or either of them, as a debtor-in-possession, and any receiver, trustee, liquidator, conservator, custodian, or similar party appointed for Borrowers or for all or substantially all of a Borrower's assets under any Debtor Relief Law. CREDIT AGREEMENT is defined in the recitals to this Guaranty. GUARANTEED DEBT means, collectively, (a) the Obligations and (b) all present and future costs, attorneys' fees, and expenses reasonably incurred by Administrative Agent or any Lender to enforce Borrowers', any Guarantor's, or any other obligor's payment of any of the Guaranteed Debt, including, without limitation (to the extent lawful), all present and future amounts that would become due but for the operation of Sections 502 or 506 or any other provision of Title 11 of the United States Code and all present and future accrued and unpaid interest (including, without limitation, all post-maturity interest and any post-petition interest in any proceeding under Debtor Relief Laws to which Borrowers or any Guarantor becomes subject). Exhibit E Page 1 Form of Subsidiary Guaranty GUARANTOR and GUARANTORS is defined in the preamble to this Guaranty. LENDER means, individually, or LENDERS means, collectively, on any date of determination, the Lenders and their permitted successors and assigns. SUBORDINATED DEBT means, for each Guarantor, all present and future obligations of any Company to such Guarantor, whether those obligations are (a) direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several, or joint and several, (b) due or to become due to such Guarantor, (c) held by or are to be held by such Guarantor, (d) created directly or acquired by assignment or otherwise, or (e) evidenced in writing. 2. GUARANTY. This is an absolute, irrevocable, and continuing guaranty of payment, not collection, and the circumstance that at any time or from time to time the Guaranteed Debt may be paid in full does not affect the obligation of any Guarantor with respect to the Guaranteed Debt incurred after that. This Guaranty remains in effect until the Guaranteed Debt is fully paid and performed, and all commitments to extend any credit under the Loan Documents have terminated. No Guarantor may rescind or revoke its obligations with respect to the Guaranteed Debt. Notwithstanding any contrary provision, it is the intention of Guarantors, Lenders, and Administrative Agent that the amount of the Guaranteed Debt guaranteed by each Guarantor by this Guaranty shall be in, but not in excess of, the maximum amount permitted by fraudulent conveyance, fraudulent transfer, or similar Laws applicable to each such Guarantor. Accordingly, notwithstanding anything to the contrary contained in this Guaranty or any other agreement or instrument executed in connection with the payment of any of the Guaranteed Debt, the amount of the Guaranteed Debt guaranteed by any Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render such Guarantor's obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provision of any applicable state Law. 3. CONSIDERATION. Each Guarantor represents and warrants that its liability under this Guaranty may reasonably be expected to directly or indirectly benefit it. 4. CUMULATIVE RIGHTS. If any Guarantor becomes liable for any indebtedness owing by Borrowers to Administrative Agent or any Lender, other than under this Guaranty, that liability may not be in any manner impaired or affected by this Guaranty. The Rights of Administrative Agent or Lenders under this Guaranty are cumulative of any and all other Rights that Administrative Agent or Lenders may ever have against any Guarantor. The exercise by Administrative Agent or Lenders of any Right under this Guaranty or otherwise does not preclude the concurrent or subsequent exercise of any other Right. 5. PAYMENT UPON DEMAND. If an Event of Default exists, each Guarantor shall, on demand and without further notice of dishonor and without any notice having been given to any Guarantor previous to that demand of either the acceptance by Administrative Agent or Lenders of this Guaranty or the creation or incurrence of any Guaranteed Debt, pay the amount of the Guaranteed Debt then due and payable to Administrative Agent and Lenders; provided that, if an Event of Default exists and Administrative Agent or Lenders cannot, for any reason, accelerate the Obligations, then the Guaranteed Debt shall be, as among Guarantors, Administrative Agent, and Lenders, a fully matured, due, and payable obligation of Guarantors to Administrative Agent and Lenders. It is not necessary for Administrative Agent or Lenders, in order to enforce that payment by any Guarantor, first or contemporaneously to institute suit or exhaust remedies against Borrowers or others liable on any Guaranteed Debt. Exhibit E Page 2 Form of Subsidiary Guaranty 6. SUBORDINATION. The Subordinated Debt is expressly subordinated to the full and final payment of the Obligations. Upon the occurrence and during the continuation of an Event of Default, each Guarantor agrees not to accept any payment of any Subordinated Debt from any Company. In the event of (i) any insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment, composition or other similar proceeding relating to any Company, its creditors as such or its property, (ii) any proceeding for the liquidation, dissolution or other winding-up of any Company, voluntary or involuntary, whether or not involving insolvency or bankruptcy proceedings, (iii) any assignment by any Company for the benefit of creditors, or (iv) any other marshalling of the assets of a Company, the Obligations (including any interest thereon accruing at the legal rate after the commencement of any such proceedings and any additional interest that would have accrued thereon but for the commencement of such proceedings) shall first be paid in full before any payment or distribution, whether in cash, securities or other property, shall be made to any holder of any Subordinated Debt. If any Guarantor receives any payment of any Subordinated Debt in violation of the terms of this Section, such Guarantor shall hold that payment in trust for Administrative Agent and Lenders and promptly turn it over to Administrative Agent, in the form received (with any necessary endorsements), to be applied to the Obligations. 7. SUBROGATION AND CONTRIBUTION. Until payment in full of the Guaranteed Debt and the termination of the Obligations of Lenders to extend credit under the Loan Documents, (a) no Guarantor may assert, enforce, or otherwise exercise any Right of subrogation to any of the Rights or Liens of Administrative Agent or Lenders or any other beneficiary against Borrowers or any other obligor on the Guaranteed Debt or any collateral or other security or any Right of recourse, reimbursement, subrogation, contribution, indemnification, or similar Right against Borrowers or any other obligor on any Guaranteed Debt or any Guarantor of it, and (b) each Guarantor defers all of the foregoing Rights (whether they arise in equity, under contract, by statute, under common Law, or otherwise). Upon payment in full of the Guaranteed Debt and the termination of the obligations of Lenders to extend credit under the Loan Documents, each Guarantor shall be subrogated to the rights of the Administrative Agent and Lenders against Borrowers and the other obligors. 8. NO RELEASE. Each Guarantor agrees that its obligations under this Guaranty may not be released, diminished, or affected by the occurrence of any one or more of the following events: (a) any taking or accepting of any additional guaranty or any other security or assurance for any Guaranteed Debt; (b) any release, surrender, exchange, subordination, impairment, or loss of any collateral securing any Guaranteed Debt; (c) any full or partial release of the liability of any other obligor on the Obligations, except for any final release resulting from payment in full of such Obligations; (d) the modification of, or waiver of compliance with, any terms of any other Loan Document; (e) the insolvency, bankruptcy, or lack of corporate or partnership power of any other obligor at any time liable for any Guaranteed Debt, whether now existing or occurring in the future; (f) any renewal, extension, or rearrangement of any Guaranteed Debt or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Administrative Agent or any Lender to any other obligor on the Obligations; (g) any neglect, delay, omission, failure, or refusal of Administrative Agent or any Lender to take or prosecute any action in connection with the Guaranteed Debt or to foreclose, take, or prosecute any action in connection with any Loan Document; (h) any failure of Administrative Agent or any Lender to notify any Guarantor of any renewal, extension, or assignment of any Guaranteed Debt, or the release of any security or of any other action taken or refrained from being taken by Administrative Agent or any Lender against Borrowers or any new agreement between Administrative Agent, any Lender, and Borrower; it being understood that neither Administrative Agent nor any Lender is required to give any Guarantor any notice of any kind under any circumstances whatsoever with respect to or in connection Exhibit E Page 3 Form of Subsidiary Guaranty with any Guaranteed Debt, other than any notice required to be given in this Guaranty; (i) the unenforceability of any Guaranteed Debt against any other obligor or any security securing same because it exceeds the amount permitted by Law, the act of creating it is ultra vires, the officers creating it exceeded their authority or violated their fiduciary duties in connection with it, or otherwise; (j) any payment of the Obligations to Administrative Agent or any Lender is held to constitute a preference under any Debtor Relief Law or for any other reason Administrative Agent or any Lender is required to refund that payment or make payment to someone else (and in each such instance this Guaranty will be reinstated in an amount equal to that payment); or (k) any other circumstance which might otherwise constitute a defense available to, or a legal or equitable discharge of, Borrowers or any Guarantor. 9. WAIVERS. By execution hereof, each Guarantor waives presentment and demand for payment, protest, notice of intention to accelerate, notice of acceleration, and notice of protest and nonpayment, and agrees that its liability with respect to the Guaranteed Debt (or any part thereof) shall not be affected by any renewal or extension in the time of payment of the Obligations (or any part thereof). To the maximum extent lawful, each Guarantor waives all Rights by which it might be entitled to require suit on an accrued Right of action in respect of any Guaranteed Debt or require suit against Borrowers or others. 10. LOAN DOCUMENTS. By execution hereof, each Guarantor covenants and agrees that certain representations, warranties, terms, covenants, and conditions set forth in the Loan Documents are applicable to Guarantors by their terms and shall be imposed upon Guarantors, and each Guarantor reaffirms that each such representation and warranty is true and correct and covenants and agrees to promptly and properly perform, observe, and comply with each such term, covenant, or condition. Moreover, each Guarantor acknowledges and agrees that this Guaranty is subject to the offset provisions of the Loan Documents in favor of Administrative Agent and Lenders. In the event the Credit Agreement or any other Loan Document shall cease to remain in effect for any reason whatsoever during any period when any part of the Guaranteed Debt remains unpaid, the terms, covenants, and agreements of the Credit Agreement or such other Loan Document incorporated herein by reference shall nevertheless continue in full force and effect as obligations of Guarantors under this Guaranty. 11. RELIANCE AND DUTY TO REMAIN INFORMED. Each Guarantor confirms that it has executed and delivered this Guaranty after reviewing the terms and conditions of the Loan Documents and such other information as it has deemed appropriate in order to make its own credit analysis and decision to execute and deliver this Guaranty. Each Guarantor confirms that it has made its own independent investigation with respect to Borrower's creditworthiness and is not executing and delivering this Guaranty in reliance on any representation or warranty by Administrative Agent or any Lender as to that creditworthiness. Each Guarantor expressly assumes all responsibilities to remain informed of the financial condition of Borrowers and any circumstances affecting Borrower's ability to perform under the Loan Documents to which it is a party. 12. LOAN DOCUMENT. This Guaranty is a Loan Document and is subject to the applicable provisions of ARTICLES 1 and 10 of the Credit Agreement, including, without limitation, the provisions relating to GOVERNING LAW, AND WAIVER OF RIGHT TO JURY TRIAL, both of which are incorporated into this Guaranty by reference the same as if set forth in this Guaranty verbatim. 13. NOTICES. All notices required or permitted under this Guaranty, if any, shall be given in the manner set forth in Section 10.02 of the Credit Agreement. Exhibit E Page 4 Form of Subsidiary Guaranty 14. AMENDMENTS, ETC. No amendment, waiver, or discharge to or under this Guaranty is valid unless it is in writing and is signed by the party against whom it is sought to be enforced and is otherwise in conformity with the requirements of SECTION 10.01 of the Credit Agreement. 15. ADMINISTRATIVE AGENT AND LENDERS. Administrative Agent is Administrative Agent for each Lender under the Credit Agreement. All Rights granted to Administrative Agent under or in connection with this Guaranty are for each Lender's ratable benefit. Administrative Agent may, without the joinder of any Lender, exercise any Rights in Administrative Agent's or Lenders' favor under or in connection with this Guaranty. Administrative Agent's and each Lender's Rights and obligations vis-a-vis each other may be subject to one or more separate agreements between those parties. However, no Guarantor is required to inquire about any such agreement or is subject to any of its terms unless such Guarantor specifically joins such agreement Therefore, neither Guarantor nor its successors or assigns is entitled to any benefits or provisions of any such separate agreement or is entitled to rely upon or raise as a defense any party's failure or refusal to comply with the provisions of such agreement. 16. ADDITIONAL GUARANTORS. From time to time subsequent to the time hereof, additional Persons may execute and deliver guaranties to the Administrative Agent. Each Guarantor hereunder expressly agrees that its obligations arising hereunder shall not be affected or diminished by any such additional guaranties. Each Guarantor agrees that it shall not be necessary or required that the Administrative Agent or any Lender exercise any right, assert any claim or demand or enforce any remedy against any Borrowers, the other Guarantors, or any other Person who has guaranteed the Guaranteed Debt before or as a condition to the obligations of any Guarantor hereunder. 17. PARTIES. This Guaranty benefits Administrative Agent, Lenders, and their respective successors and assigns and binds Guarantors and their respective successors and assigns. Upon appointment of any successor Administrative Agent under the Credit Agreement, all of the Rights of Administrative Agent under this Guaranty automatically vest in that new Administrative Agent as successor Administrative Agent on behalf of Lenders without any further act, deed, conveyance, or other formality other than that appointment. The Rights of Administrative Agent and Lenders under this Guaranty may be transferred with any assignment of the Guaranteed Debt pursuant to and in accordance with the terms of the Credit Agreement. The Credit Agreement contains provisions governing assignments of the Guaranteed Debt and of Rights and obligations under this Guaranty. REMAINDER OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE(S) TO FOLLOW. Exhibit E Page 5 Form of Subsidiary Guaranty EXECUTED as of the date first stated in this Guaranty. GUARANTORS: [Subsidiaries of Williams Pipe Line Company, LLC] By:___________________________________ Name:_________________________________ Title:________________________________ Exhibit E Page 6 Form of Subsidiary Guaranty EXHIBIT F-1 FORM OF OPINION OF COUNSEL April ___, 2002 To each of the Lenders parties to the Credit Agreement referred to below, and Bank of America, N.A., as Administrative Agent for the Lenders Ladies and Gentlemen: We have acted as special counsel to (i) Williams Pipe Line Company, LLC and Williams Energy Partners L.P. (collectively, the "BORROWERS"), and (ii) Williams GP LLC (the "GENERAL PARTNER") in connection with the Credit Agreement dated as of April ___, 2002, by and among the Borrowers, the Lenders party thereto, Bank of America, N.A., as Administrative Agent for the Lenders, and the other agents and lenders named therein (the "CREDIT AGREEMENT"). This opinion is furnished to you at the request of the Borrower pursuant to Section 4.01(a)(vi)(A) of the Credit Agreement. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement. A. BASIS OF OPINION In rendering the opinion set forth herein, we have examined and relied on originals or copies, certified or otherwise identified to our satisfaction of the following (the "LOAN DOCUMENTS"): (a) the Credit Agreement; (b) the Notes; (c) [INCLUDE THE FOLLOWING IF APPLICABLE...the Guaranties executed by the Guarantors;...] (d) a copy of the opinion letter of William G. von Glahn, General Counsel of The Williams Companies, Inc., addressed to you and dated the date hereof or the date of the Credit Agreement, as the case may be; (e) copies of such corporate documents and records of the Loan Parties, certificates of officers and representatives of certain of the Loan Parties, and such other agreements, documents, instruments and certificates of public officials and other Persons as we have deemed necessary or appropriate for the purposes of rendering the opinion expressed herein; and (f) such matters of law as we have deemed necessary or appropriate as a basis for the opinion expressed herein. Exhibit F-1 Page 1 Form of Opinion of Counsel B. ASSUMPTIONS In rendering the opinion expressed below, we have assumed, with your permission, without independent investigation or inquiry, (a) the due authorization, execution and delivery of the Loan Documents by all parties to such documents (other than the Loan Parties) and that the Loan Documents are valid, binding and enforceable (subject to the limitations on enforceability of the types referred to in the qualifications below) against the parties thereto (other than the Loan Parties), (b) the legal capacity of natural persons, (c) the genuineness of all signatures on all documents that we examined, (d) the authenticity of all documents submitted to us as originals, and (e) the conformity to authentic originals of all documents submitted to us as certified, conformed or photostatic copies. As to questions of fact material to the opinion hereinafter expressed, we have relied without investigation upon the representations and warranties of the Borrower and the Guarantors made in the Loan Documents. We have made no examination or investigation to verify the accuracy or completeness of any financial, accounting, or statistical information set forth in the Loan Documents or otherwise furnished to you and, accordingly, express no opinion with respect thereto. Insofar as our opinion expressed below relates to the matters set forth in the above-mentioned opinion letter, we have assumed without independent investigation the correctness of the matters set forth in such opinion, and our opinion is subject to the assumptions, qualifications and limitations set forth in such opinion letter. C. OPINIONS Based upon our examination and review as set forth in Section A hereof, and subject to the assumptions, exceptions, qualifications, and limitations set forth in Sections B and D hereof, we are of the opinion that: 1. The Credit Agreement and each of the Notes constitute valid and binding obligations of the Borrowers enforceable against the Borrowers in accordance with their respective terms, and that each Guaranty constitutes valid and binding obligations of each of the Guarantors enforceable against each of the Guarantors in accordance with its terms. D. QUALIFICATIONS AND EXCEPTIONS The opinion rendered above is subject in all respects to the following qualifications and comments: 1. Our opinion above is subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally. 2. Our opinion above is subject to the effect of general principles of equity (whether considered in a proceeding in equity or at law). In rendering our opinion, we have assumed that the parties to the Loan Documents will perform their obligations and exercise their rights under such documents within the standards of reasonableness, good faith and fair dealing imposed by applicable law. 3. We express no opinion with respect to the legality, validity, binding nature, or enforceability of any of the following provisions found in the Loan Documents, if any: Exhibit F-1 Page 2 Form of Opinion of Counsel (i) provisions relating to waivers, precluding a party from asserting certain claims or defenses or from obtaining or exercising certain rights, releases, and remedies, or excusing a party from damages, liability, or obligations to the extent such provisions may violate public policy or otherwise violate applicable law; (ii) provisions relating to subrogation rights, delay or omission of enforcement of rights or remedies, severability, or set offs that violate applicable law; (iii) provisions obligating a party to submit to the jurisdiction or venue of any court; (iv) provisions purporting to establish evidentiary standards for suits or proceedings to enforce the Loan Documents; (v) provisions that decisions by a party are conclusive; and (vi) provisions purporting to effect the automatic service of process on any person. 4. We are members of the bar of the States of New York and Texas and we express no opinion as to the laws of any jurisdiction other than the laws of the States of New York and Texas, the General Corporate Law of the State of Delaware and the Federal laws of the United States of America. 5. This opinion letter is limited to the matters stated herein and no opinions may be implied or inferred beyond the matters expressly stated herein. 6. The opinion expressed herein is as of the date hereof, and we assume no obligation to update or supplement such opinions to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. 7. This opinion is being furnished only to the addressees named above, and has been rendered solely for your benefit in connection with the Credit Agreement and the transactions contemplated thereby and may not be used, circulated, quoted, relied upon or otherwise referred to for any other purpose without our prior written consent; provided, however, that any Person that becomes a Lender or successor Administrative Agent pursuant to the terms of the Credit Agreement may rely on this opinion as if it were addressed to such Person and delivered on the date hereof. Very truly yours, Exhibit F-1 Page 3 Form of Opinion of Counsel EXHIBIT F-2 FORM OF OPINION OF COUNSEL April ___, 2002 To each of the Lenders parties to the Credit Agreement referred to below, and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders Ladies and Gentlemen: I am General Counsel of The Williams Companies, Inc. and have acted as counsel to (i) Williams Pipe Line Company, LLC, a Delaware limited liability company ("WILLIAMS LLC"), (ii) Williams Energy Partners, L.P. (the "MLP" and, together with Williams LLC, the "BORROWERS"), and (iii) Williams GP, LLC (the "GENERAL PARTNER," and together with the Borrowers and the Guarantors, the "TRANSACTION PARTIES") in connection with the Credit Agreement dated as of April __, 2002, by and among the Borrowers, the Lenders party thereto, Bank of America, N.A., as Administrative Agent for the Lenders, and the other agents and lenders therein named (the "AGREEMENT"). This opinion is furnished to you at the request of the Borrowers pursuant to Section 4.01(a)(vi) of the Agreement. Terms defined in the Agreement not otherwise defined herein are used herein as therein defined. In connection with the opinions expressed herein, I, or attorneys reporting to me, have examined and relied upon copies of the following documents: (a) the Agreement, including all exhibits, schedules, and attachments thereto, and any Notes issued pursuant thereto (the "NOTES"); (b) [INCLUDE THE FOLLOWING IF APPLICABLE...the Guaranties dated as of even date with the Agreement executed by each of the Guarantors (the "GUARANTY")...]; (c) Certificates of the Secretary of State of the State of Delaware dated ___________, 2002, attesting to the continued existence and good standing of the Transaction Parties in Delaware; and (d) the Organization Documents of the Transaction Parties and all amendments thereto. Those documents identified in items (a) and (b) above are collectively referred to herein as the "CREDIT DOCUMENTS." In connection with this opinion, I or other attorneys acting under my supervision have (i) investigated such questions of law, (ii) examined such partnership and company documents and records of the Transaction Parties and certificates of public officials, and (iii) received such information from officers and representatives of the Transaction Parties and made such investigations as I or other attorneys under my supervision have deemed necessary or appropriate for the purposes of this opinion. I have not, nor have other attorneys under my supervision, conducted independent investigations or inquiries to determine the existence of matters, actions, proceedings, items, documents, facts, judgments, decrees, franchises, certificates, permits, or the like and have made no independent search of the records of any court, arbitrator, or governmental authority affecting any Person, and no inference as to my knowledge thereof shall be drawn from the fact of my representation of any party or otherwise. Exhibit F-2 Page 1 Form of Opinion of Counsel In rendering the opinions herein, I have assumed without independent verification (i) the genuineness of all signatures of the Lenders and the Administrative Agent, (ii) the capacity of the signing officers of each of the Lenders and the Administrative Agent, (iii) the authenticity of all documents submitted to me as original and the conformity with the authentic originals of all documents submitted to me as copies, and (iv) the due execution and delivery, pursuant to due authorization, of the Agreement by the Lenders and the Administrative Agent and the enforceability of the Agreement against the Lenders and the Administrative Agent. Based upon and subject to the foregoing and the other qualifications, limitations, and assumptions set forth below and upon such other matters as I have deemed appropriate, I am of the opinion that: 1. The MLP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware; Williams LLC is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware; and the General Partner is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. 2. Each Transaction Party has the partnership or company power and authority to own and lease its property and to conduct the business in which it is currently engaged. The execution, delivery, and performance by each of the Transaction Parties of the Credit Documents and the consummation of the transactions contemplated by the Credit Documents are (a) within its partnership or company powers, (b) will not contravene (i) the Organization Documents of any Transaction Party, (ii) any law, rule, or regulation applicable to any Transaction Party (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), or (iii) any contractual or legal restriction, and (c) will not result in or require the creation or imposition of any Lien prohibited by the Credit Documents. 3. The Agreement has been duly authorized, executed, and delivered to the Administrative Agent by the Borrowers, and the Guaranty has been duly authorized, executed, and delivered to the Administrative Agent by each of the Guarantors. 4. No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery, and performance by any Transaction Party of the Credit Documents to which it is a party or the consummation of the transactions contemplated by the Credit Documents, except, in the case of such performance, for such authorizations, approvals, actions, notices, and filings which have been made or obtained. 5. To my knowledge there are no pending or overtly threatened actions or proceedings against any Transaction Party before any court, governmental agency, or arbitrator that purport to affect the legality, validity, binding effect, or enforceability of the Credit Documents, or that would reasonably be expected to have a materially adverse effect upon the financial condition or operations of any Transaction Party, taken as a whole. 6. No Transaction Party is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. No Transaction Party is a "holding company," or a "subsidiary company" of a "holding company," or an "affiliate" of a "holding company" or of a "subsidiary Exhibit F-2 Page 2 Form of Opinion of Counsel company" of a "holding company," or a "public utility" within the meaning of the Public Utility Holding Company Act of 1935, as amended. 7. In any action or proceeding arising out of or relating to the Credit Documents in any court of the State of Oklahoma or in any Federal court sitting in the State of Oklahoma, assuming (i) proper venue, jurisdiction, and a full and proper presentation of the issues and the law to the court, (ii) such action or proceeding is not dismissed on the basis of an inconvenient forum, and (iii) that the court properly applies Oklahoma law, such court would (a) recognize and give effect to the provisions of the Credit Documents that set forth the governing law, and (b) construe the Credit Documents in accordance with the internal laws of the State of New York. Subject to the foregoing and without limiting the generality thereof, a court of the State of Oklahoma or a Federal court sitting in the State of Oklahoma would apply the usury law of the State of New York, and would not apply the usury law of the State of Oklahoma, to the Credit Documents. However, if a court were to hold that the Credit Documents are governed by or are to be construed in accordance with the laws of the State of Oklahoma, the Agreement, when executed and delivered by the parties thereto, would be, under the laws of the State of Oklahoma, legal, valid, and binding obligations of the Borrower, enforceable against the Borrower in accordance with its terms, and the Guaranty would be, under the laws of the State of Oklahoma, legal, valid and binding obligations of each Guarantor, enforceable against each Guarantor in accordance with its terms. The opinions expressed in this letter are subject to the following additional qualifications and limitations: A. My opinion in paragraph 1 with respect to the organization and good standing of the Borrowers, the Guarantor and the General Partner is based solely on Certificates, dated as of ___________, 2002, from the Secretary of State of the State of Delaware, certifying as to such matters. B. My opinion in the last sentence of paragraph 7 above is subject, insofar as enforceability is concerned, to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar law affecting creditors' rights and remedies generally. C. My opinion in the last sentence of paragraph 7 above is subject, insofar as enforceability is concerned, to the effect of general principles of equity including principles of commercial reasonableness, good faith, and fair dealing (regardless of whether considered in a proceeding in equity or at law). D. I express no opinion with respect to the enforceability of any of the following: (i) indemnification provisions to the extent the same are violative of federal or state securities laws, rules, or regulations, or of public policy, (ii) clauses waiving right to trial by jury, exculpation clauses, or clauses granting offset rights to the Banks or against any deposits or in respect of matured claims, (iii) clauses relating to recovery of attorneys' fees in connection with the enforcement of obligations, (iv) clauses relating to release of unmatured claims and integration clauses to the effect that no representation was made other than as appears in the Agreement, (v) clauses purporting to waive unmatured rights, representations, warranties, or affirmative or negative covenants to the extent such representations, warranties, or covenants can be construed to be independent clauses Exhibit F-2 Page 3 Form of Opinion of Counsel which purport to be legal, valid, binding, and enforceable by themselves, as distinguished from being clauses that trigger an event of default, and severability and similar clauses, and (vi) clauses that incorporate by reference a document or instrument or agreement not in existence on the date hereof to the extent that any such document, instrument, or agreement is the basis of an effort to enforce the Agreement, insofar as any of the foregoing are contained in the Agreement. E. I express no opinion as to the effect on the opinions herein stated of compliance or non-compliance by any Lender with any applicable state, federal, or other laws or regulations applying only to banks, or the legal or regulatory status of any Lender. F. My opinion in paragraph 7 above assumes (i) application of New York law would not be found to be contrary to a fundamental policy of a state with a materially greater interest in determining the question presented and the laws of which would govern in absence of an effective choice of law, and (ii) [one of] the Syndication Agents, [one of] the Joint Lead Arrangers and Joint Book Managers, and one or more Lenders, each have their principal place of business located in the State of New York, and one or more Lenders has a place of business located in the State of New York. G. Qualification of any statement or opinion herein by the use of the words "to my knowledge" means that during the course of representation in connection with the transactions contemplated by the Agreement, no information has come to the attention of me or attorneys reporting to me that would give me or such attorneys current actual knowledge of the existence of facts or matters so qualified. I have not undertaken any investigation to determine the existence of facts, and no inference as to my knowledge thereof shall be drawn from the fact of the representation by me or attorneys reporting to me of any party or otherwise. I am admitted to practice law in the States of Oklahoma and New York, and, accordingly, the opinions expressed herein are based upon and limited exclusively to the laws of the States of Oklahoma and New York, the General Corporation Law of the State of Delaware and the laws of the United States of America insofar as any of such laws are applicable. I render no opinion with respect to any other laws. This opinion letter is solely for the benefit of the Lenders and the Administrative Agent, their respective successors, assigns, participants, and other transferees and counsel for the Persons referred to in this sentence, in consummating the transaction contemplated by the Credit Documents, and may not be used or relied upon by, quoted, transmitted to, or filed with any other Person or for any other purpose whatsoever without in each instance my prior written consent. This opinion speaks as of its date, and I undertake no, and hereby expressly disclaim any, duty to advise you as to any changes of fact or law coming to my attention after the date hereof. Very truly yours, William G. von Glahn Exhibit F-2 Page 4 Form of Opinion of Counsel