exv10w41



 





EXHIBIT 10.41




CREDIT AGREEMENT

Dated as of February 23, 2007

among




WILLIAMS PRODUCTION RMT COMPANY

as Counterparty




WILLIAMS PRODUCTION COMPANY, LLC

as Guarantor




CITIBANK, N.A.

as Administrative Agent




CITIGROUP ENERGY INC.

as Computation Agent




CALYON NEW YORK BRANCH

as Collateral Agent and PV Determination Agent

and




THE BANKS NAMED HEREIN

as Banks




CITIGROUP GLOBAL MARKETS INC.

and

CALYON NEW YORK BRANCH

Joint Lead Arrangers and Co-Book Runners




 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 
	 	ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 1.1
	 	Certain Defined Terms	 	 	1	 
	SECTION 1.2
	 	Computation of Time Periods	 	 	20	 
	SECTION 1.3
	 	Accounting Terms	 	 	20	 
	SECTION 1.4
	 	Miscellaneous	 	 	20	 
	SECTION 1.5
	 	Ratings	 	 	20	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE II
TERMS OF THE FACILITY	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 2.1
	 	Terms	 	 	21	 
	SECTION 2.2
	 	Payments and Computations	 	 	21	 
	SECTION 2.3
	 	Taxes	 	 	22	 
	SECTION 2.4
	 	Fees	 	 	25	 
	SECTION 2.5
	 	Interest	 	 	25	 
	SECTION 2.6
	 	Engineering Reports and Present Value	 	 	25	 
	SECTION 2.7
	 	Present Value Deficiency	 	 	28	 
	SECTION 2.8
	 	Removal and Addition of Banks	 	 	29	 
	SECTION 2.9
	 	Sharing of Payments, Etc	 	 	29	 
	SECTION 2.10
	 	Bank Credit Support	 	 	29	 
	SECTION 2.11
	 	Collateral Account	 	 	30	 
	SECTION 2.12
	 	Use of Collateral; Interest	 	 	30	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE III
CLOSING	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 3.1
	 	Payment of Fees and Documents	 	 	31	 
	SECTION 3.2
	 	Effectiveness of Agreement	 	 	33	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IV
REPRESENTATIONS AND WARRANTIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 4.1
	 	Representations and Warranties of the Credit Parties	 	 	33	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE V
COVENANTS OF THE CREDIT PARTIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 5.1
	 	Affirmative Covenants	 	 	36	 
	SECTION 5.2
	 	Negative Covenants	 	 	40	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VI
EVENTS OF DEFAULT; CERTAIN REMEDIES	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 6.1
	 	Events of Default	 	 	43	 
	SECTION 6.2
	 	Abatement of Certain Defaults	 	 	45	 
	SECTION 6.3
	 	Additional Remedies	 	 	46	 






 









 





TABLE OF CONTENTS

(continued)



	 	 	 	 	 	 	 
	 
	 	ARTICLE VII
THE AGENTS	 	 	 	 
	SECTION 7.1
	 	Agents' Authorization and Action	 	 	46	 
	SECTION 7.2
	 	Agents' Reliance, Etc	 	 	47	 
	SECTION 7.3
	 	Rights	 	 	47	 
	SECTION 7.4
	 	Indemnification	 	 	48	 
	SECTION 7.5
	 	Successor Agents	 	 	48	 
	SECTION 7.6
	 	Decisions	 	 	50	 
	SECTION 7.7
	 	Certain Rights of the Agents	 	 	50	 
	SECTION 7.8
	 	Other Persons	 	 	50	 
	SECTION 7.9
	 	Additional Rights of Collateral Agent	 	 	50	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE VIII
MISCELLANEOUS	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 8.1
	 	Amendments, Etc	 	 	51	 
	SECTION 8.2
	 	Notices, Etc	 	 	51	 
	SECTION 8.3
	 	No Waiver; Remedies	 	 	53	 
	SECTION 8.4
	 	Costs and Expenses	 	 	53	 
	SECTION 8.5
	 	Binding Effect; Transfers	 	 	54	 
	SECTION 8.6
	 	Governing Law	 	 	56	 
	SECTION 8.7
	 	Interest	 	 	56	 
	SECTION 8.8
	 	Execution in Counterparts	 	 	56	 
	SECTION 8.9
	 	Survival of Agreements, Representations and Warranties, Etc	 	 	56	 
	SECTION 8.10
	 	Confidentiality	 	 	56	 
	SECTION 8.11
	 	Waiver of Jury Trial	 	 	57	 
	SECTION 8.12
	 	Severability	 	 	57	 
	SECTION 8.13
	 	Forum Selection and Consent to Jurisdiction; Damages	 	 	57	 
	SECTION 8.14
	 	Right of Set-off	 	 	58	 
	SECTION 8.15
	 	Separateness	 	 	58	 
	 
	 	 	 	 	 	 
	 
	 	ARTICLE IX
 GUARANTY	 	 	 	 
	 
	 	 	 	 	 	 
	SECTION 9.1
	 	Guaranty	 	 	58	 
	SECTION 9.2
	 	Limit of Liability	 	 	58	 
	SECTION 9.3
	 	Guaranty Absolute	 	 	58	 
	SECTION 9.4
	 	Certain Rights and Waivers	 	 	60	 
	SECTION 9.5
	 	Continuing Guaranty	 	 	61	 






 









 





TABLE OF CONTENTS
(continued)




	 	 	 	 	 	 	 
	 
	 	Schedules and Exhibits	 	 	 	 
	 
	 	 	 	 	 	 
	Schedule I
	 	Bank Information	 	 	 	 
	Schedule II
	 	Notice Information for the Credit Parties	 	 	 	 
	Schedule III
	 	Bank Credit Support Thresholds	 	 	 	 
	Schedule IV
	 	Limited Permitted Liens	 	 	 	 
	Schedule V
	 	General Permitted Liens	 	 	 	 
	 
	 	 	 	 	 	 
	Exhibit A
	 	Opinion of  In-House Counsel	 	 	 	 
	Exhibit B
	 	Opinion of Gibson, Dunn & Crutcher	 	 	 	 
	Exhibit C
	 	Form of Security Agreement	 	 	 	 
	Exhibit D
	 	Form of Engineering Report	 	 	 	 
	Exhibit E
	 	Form of ISDA Master Agreement	 	 	 	 
	Exhibit F
	 	Form of Subordination Agreement	 	 	 	 
	Exhibit G
	 	Form of Counterparty Daily Report	 	 	 	 
	Exhibit H
	 	Form of Computation Agent Daily Report	 	 	 	 
	Exhibit I
	 	Form of Acceptable Letter of Credit	 	 	 	 
	Exhibit J
	 	Form of New Bank Agreement	 	 	 	 
	Exhibit K
	 	Form of Bank Guaranty	 	 	 	 
	Exhibit L
	 	Form of Report Identifying Banks	 	 	 	 
	Exhibit M
	 	Pre-Approved Delivery Points	 	 	 	 
	Exhibit N
	 	Pre-Approved Hedge Types	 	 	 	 






 









 





CREDIT AGREEMENT




     This Credit Agreement dated as of February 23, 2007 (as it may be amended, modified,
supplemented, renewed, extended or restated from time to time, this “Agreement”), is by and
among Williams Production RMT Company, a Delaware corporation (the “Counterparty”),
Williams Production Company, LLC, a Delaware limited liability company, as Guarantor, the Banks,
Citibank, N.A., as Administrative Agent, Citigroup Energy Inc., as Computation Agent, and Calyon
New York Branch, as Collateral Agent and as PV Determination Agent. In consideration of the mutual
covenants and agreements contained herein, the parties hereto hereby agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS




     SECTION 1.1 Certain Defined Terms. As used in this Agreement, the following terms
shall have the following meanings (such meanings to be equally applicable to both the singular and
plural forms of the terms defined):



     “Acceptable Bank Guaranty” means an agreement substantially in the form of Exhibit K
executed by a Bank or a direct or indirect parent of a Bank and delivered to the Collateral Agent.



     “Acceptable Collateral” means cash and direct United States treasury obligations
having a remaining term to maturity of less than one year, in each case, (i) deposited into the
Collateral Account and (ii) in which the Collateral Agent has an Acceptable Security Interest.



     “Acceptable Credit Support” means Acceptable Collateral and Acceptable Letters of
Credit (including the proceeds of any Acceptable Letter of Credit); provided that
Acceptable Credit Support does not include any Bank Credit Support that is not Retained Bank Credit
Support.



     “Acceptable Letter of Credit” means a letter of credit (i) that is issued by a
commercial bank domiciled in the United States having senior unsecured long-term Dollar-denominated
debt or deposit obligations rated at least A2 by Moody’s and at least A by S&P, (ii) that is
delivered to the Collateral Agent, (iii) that names the Collateral Agent as sole beneficiary,
subject to transfer to any successor Collateral Agent, (iv) that is in substantially the form of
Exhibit I or is otherwise in form and substance satisfactory to the Collateral Agent and (v) that
is specifically made transferable to any successor Collateral Agent. With respect to any
Acceptable Letter of Credit, (a) phrases such as “deposit into the Collateral Account” or “deposit
to the Collateral Account” or phrases of like import shall be deemed also to mean “delivered to the
Collateral Agent”, and (b) phrases such as “held in the Collateral Account”, “retained in the
Collateral Account”, or “in the Collateral Account” or phrases of like import shall be deemed also
to mean “delivered to and held by the Collateral Agent”.



     “Acceptable Security Interest” in any property means a Lien granted pursuant to a
Security Document (a) which exists in favor of the Collateral Agent for the benefit of the Agents
and the Banks, (b) which is superior to all other Liens, except Limited Permitted Liens, (c) which
secures all of the Obligations and secures only the Obligations and (d) which is perfected and is
enforceable by the Collateral Agent for the benefit of the Agents and the Banks against all other
Persons in preference to any rights of any such other Persons therein (other than beneficiaries of
Limited Permitted Liens); provided that such Lien may be subject to Limited Permitted
Liens.



 









 





     “Acquired Reserves Engineering Report” means an Audited Report covering all newly
acquired Proved Reserves that the Counterparty desires to have included in the Present Value
determination and Forecasted Annual Production.



     “Administrative Agent” means Citibank, in its capacity as administrative agent
pursuant to Article VII, and any successor Administrative Agent pursuant to Section 7.5.



     “Agents” means the Administrative Agent, the Collateral Agent, the Computation Agent
and the PV Determination Agent.



     “Aggregate Net MTM Exposure” means, at any time, the sum of (i) the net MTM Exposure
for all Qualifying Hedges most recently determined by the Computation Agent (expressed as a
positive number if the Counterparty would have a net MTM Exposure to the Banks on all Qualifying
Hedges (that is, such net MTM Exposure represents a potential loss of the Counterparty) and
expressed as a negative number if the Banks would have a net MTM Exposure to the Counterparty on
all Qualifying Hedges (that is, such net MTM Exposure represents a potential gain of the
Counterparty)) plus (ii) the aggregate amount secured by any Limited Permitted Lien (other
than Liens described in clause (b) of Schedule IV) that encumbers any Acceptable Credit Support
(or, if less, the amount of the Acceptable Credit Support so encumbered) or encumbers any amount
that would be payable by a Bank pursuant to the second sentence of Section 2.7 if a Present Value
Deficiency existed (or, if less, the portion of such amount that is so encumbered) minus
(iii) the amount of Acceptable Credit Support in the Collateral Account.



     “Agreement” has the meaning specified in the first paragraph hereof.



     “Apco Argentina” means Apco Argentina, Inc., a Cayman Islands corporation.



     “Applicable Credit Support Threshold” means, for any Bank, the amount set forth in the
table on Schedule III opposite the heading “Applicable Credit Support Threshold” for the relevant
ratings applicable to such Bank. The Applicable Credit Support Threshold for any Bank shall change
when and as any relevant rating applicable to such Bank changes.



     “Applicable Office” means, as to any Bank, the principal office through which such
Bank has entered into Qualifying Hedges.



     “Approved Engineer” means Netherland, Sewell & Associates, Inc., Miller and Lents,
Ltd., Ryder Scott Company, LP or other certified independent engineers of recognized standing
satisfactory to the PV Determination Agent.



     “Asset” or “property” (in each case, whether or not capitalized) means any
right, title or interest in any kind of property or asset, whether real, personal or mixed, and
whether tangible or intangible, including Equity Interests and Hydrocarbon Interests.



     “Attributable Obligation” of any Person means, with respect to any Sale and Leaseback
Transaction of such Person as of any particular time, the present value at such time discounted at
the rate of interest implicit in the terms of the lease of the obligations of the lessee under such
lease for net rental payments during the remaining term of the lease (including any period for
which such lease has been extended or may, at the option of such Person only, be extended).



     “Audited Report” means an Engineering Report prepared by the Credit Party Entities
and/or an Approved Engineer (provided that a portion of such report covering at least 90% of the
Proved Reserves covered by such report shall be audited and/or prepared by an Approved Engineer)
and based upon



2









 




pricing and other assumptions made in accordance with the rules, regulations and other
applicable requirements of the United States Securities and Exchange Commission applicable to
reserves reporting.




     “Authorized Financial Officer” of any Person means the chief financial officer, chief
accounting officer, chief risk officer or treasurer of such Person.



     “Authorized Officer” of any Person means the president, the chief executive officer,
any Authorized Financial Officer, the general counsel, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, or the controller of such Person or
any other officer designated as an “Authorized Officer” by the board of directors (or equivalent
governing body) of such Person.



     “Bank Credit Support” means, with respect to any Bank, (i) all collateral that such
Bank is required to provide to the Counterparty pursuant to the terms of the ISDA Master Agreement
to which such Bank is a party, which collateral shall be in the form of cash or direct United
States treasury obligations having a remaining term to maturity of less than one year and (ii) all
payments under any Acceptable Bank Guaranty executed by such Bank or its direct or indirect parent.



     “Banks” means the signatories hereto that are listed in Schedule I and each other
Person that becomes a Bank pursuant to Section 2.8 or Section 8.5(a). Each reference to a
“Bank” in any Credit Document shall include each of its Designated Affiliates, and a Bank
and its Designated Affiliates shall be treated as one entity (including for purposes of computation
of the Exposure Fee, computation of net MTM Exposure, determining whether a Bank is Out of the
Money, removal of a Bank pursuant to Section 2.8 and voting matters). For avoidance of doubt, a
“Bank” need not be an institution that takes deposits, a bank or other financial institution.



     “Bargath Asset Transfer” means the transfer, from time to time, by the Counterparty to
Bargath Inc., a Colorado corporation, of any and all gathering system assets located in Garfield
and Rio Blanco Counties, state of Colorado, including gathering pipelines, delivery pipelines,
lateral pipelines, easements, rights-of-way, surface leases, surface use agreements, gas processing
plants, gas treatment facilities, gas compression facilities and gas dehydration facilities, all
equipment associated with any of the preceding and all relevant contracts, agreements, permits,
leases and licenses related to the ownership or operation of any of the assets so transferred.



     “Base Rate” means a fluctuating interest rate per annum in effect from time to time,
which rate per annum shall at all times be equal to the higher of:



     (a) the rate of interest announced publicly by Citibank in New York, New York, from time to
time, as Citibank’s base rate; or



     (b) 1/2 of 1% per annum above the Federal Funds Rate.



     “Business Day” means a day of the year on which banks are not required or authorized
to close in New York City.



     “Business Entity” means a partnership, limited partnership, limited liability
partnership, corporation (including a business trust), limited liability company, unlimited
liability company, joint stock company, trust, unincorporated association, joint venture or other
entity.



     “Calyon New York” means Calyon New York Branch.



3









 





     “Capital Lease” means a lease that in accordance with GAAP must be reflected on a
Person’s balance sheet as an asset and corresponding liability.



     “Change of Control Event” means the occurrence of any of the following: (i) any
Person or two or more Persons acting in concert (other than (1) Investment Grade Persons or (2)
trustees or other fiduciaries holding securities under an employee benefit plan of TWC or of any
Subsidiary of TWC or (3) employees of TWC or of any of its Subsidiaries) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission
under the Securities Exchange Act of 1934), directly or indirectly, of securities of TWC (or other
securities convertible into such securities) representing 50% or more of the combined voting power
of all securities of TWC entitled to vote in the election of directors, other than securities
having such power only by reason of the happening of a contingency, (ii) any Person or two or more
Persons acting in concert (other than (1) Investment Grade Persons or (2) TWC or Subsidiaries of
TWC or (3) trustees or other fiduciaries holding securities under an employee benefit plan of TWC
or of any Subsidiary of TWC or (4) employees of TWC or of any of its Subsidiaries) shall have
acquired beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange
Commission under the Securities Exchange Act of 1934), directly or indirectly, of securities of any
Credit Party (or other securities convertible into such securities) representing 50% or more of the
combined voting power of all securities of such Credit Party entitled to vote in the election of
directors or managers, other than securities having such power only by reason of the happening of a
contingency or (iii) the first day on which a majority of the members of the board of directors of
TWC are not Continuing Directors.



     “Citibank” means Citibank, N.A., a national banking association.



     “Class One Banks” shall be, at any time, all Banks that have an outstanding Qualifying
Hedge (whether or not any such Bank is Out of the Money) or that are owed any obligation under a
Qualifying Hedge that is no longer outstanding.



     “Class Two Banks” shall be, at any time, all Class One Banks other than any Bank that
is Out of the Money.



     “Close-out Amount”, with respect to any Qualifying Hedge, has the meaning specified in
the ISDA Master Agreement applicable to such Qualifying Hedge.



     “Code” means, as appropriate, the Internal Revenue Code of 1986, as amended, or any
successor federal tax code, and any reference to any statutory provision shall be deemed to be a
reference to any successor provision or provisions.



     “Collar” means a Hedge consisting of a put and a call, each entered into on the same
day between the same parties, having the same expiration date and covering the same notional
volume.



     “Collateral Account” means an account established with the Collateral Agent, and under
its sole control (or, in the circumstances set forth in the last paragraph of Section 2.11, the
control of a collateral sub-agent), in which Acceptable Credit Support and Bank Credit Support may
be deposited.



     “Collateral Agent” means Calyon New York, in its capacity as collateral agent pursuant
to Article VII, and any successor Collateral Agent pursuant to Section 7.5.



     “Computation Agent” means Citigroup Energy Inc., in its capacity as computation agent
pursuant to Article VII, and any successor Computation Agent pursuant to Section 7.5.



4









 





     “Confirmation” has the meaning specified in any ISDA Master Agreement (including, for
avoidance of doubt, any document or other confirming evidence related to Pre-Existing
Transactions).



     “Consolidated” refers to the consolidation of the accounts of any Person and its
Consolidated Subsidiaries in accordance with GAAP.



     “Consolidated Subsidiaries” of any Person means all Subsidiaries of such Person the
financial statements of which are consolidated with those of such Person in accordance with GAAP.



     “Contingent Obligation” means any direct or indirect liability, contingent or
otherwise, of a Person (i) with respect to any Debt, lease, dividend or other obligation of another
if the primary purpose or intent thereof is to provide assurance to the obligee of such Debt,
lease, dividend or other obligation that such Debt, lease, dividend or other obligation will be
paid or discharged, or that any agreements relating thereto will be complied with, or that the
obligee of such Debt, lease, dividend or other obligation will be protected (in whole or in part)
against loss in respect thereof or (ii) with respect to any letter of credit issued for the account
of such Person or as to which such Person is otherwise liable for reimbursement of drawings.
Contingent Obligations shall include, without limitation, (a) the direct or indirect guaranty,
endorsement (other than for collection or deposit in the ordinary course of business), co-making,
discounting with recourse or sale with recourse by such Person of the Debt, lease, dividend or
other obligation of another, (b) the obligation to make take-or-pay or similar payments if required
regardless of non-performance by any other party or parties to an agreement, and (c) any liability
of such Person for the Debt, lease, dividend or other obligation of another through any agreement
(contingent or otherwise) (1) to purchase, repurchase or otherwise acquire such Debt, lease,
dividend or other obligation or any security therefor, or to provide funds for the payment or
discharge of such Debt, lease, dividend or other obligation (whether in the form of loans,
advances, purchases of Equity Interests, capital contributions or otherwise) or (2) to maintain the
solvency or any balance sheet item, level of income or financial condition of another if, in the
case of any agreement described under subclauses (1) or (2) of this sentence, the primary purpose
or intent thereof is as described in the preceding sentence. The amount of any Contingent
Obligation shall be equal to the amount of the obligation so guaranteed or otherwise supported or,
if less, the amount to which such Contingent Obligation is specifically limited.



     “Continuing Directors” means, as of any date of determination, any member of the board
of directors of TWC who:



     (1) was a member of such board of directors on the Effective Date; or



     (2) was nominated for election or elected to such board of directors with the approval of a
majority of the Continuing Directors who were members of such board of directors at the time of
such nomination or election.



     “Counterparty” has the meaning specified in the first paragraph hereof.



     “Credit Documents” means this Agreement, the Hedge Documents, each Security Document,
each Subordination Agreement, each New Bank Agreement and each document that amends, waives or
otherwise modifies any Credit Document, in each case at any time executed or delivered to any Agent
or any Bank in connection herewith.



     “Credit Party” means the Counterparty and the Guarantor.



     “Credit Party Entity” means each Credit Party and each Subsidiary of a Credit Party.



5









 





     “Debt” means, in the case of any Person, the principal or equivalent amount (without
duplication) of (i) indebtedness of such Person for borrowed money, (ii) obligations of such Person
evidenced by bonds, debentures, notes or similar instruments (other than surety, performance and
guaranty bonds), (iii) obligations of such Person to pay the deferred purchase price of property or
services (other than trade payables), (iv) obligations of such Person as lessee under Capital
Leases, (v) obligations of such Person under any Financing Transaction, (vi) any Attributable
Obligations of such Person with respect to any Sale and Leaseback Transaction, (vii) obligations of
such Person under guaranties in respect of, and obligations (contingent or otherwise) to purchase
or otherwise acquire, or otherwise to assure a creditor against loss in respect of, and other
Contingent Obligations in respect of, indebtedness or obligations of others of the kinds referred
to in clauses (i) through (vi) of this definition, and (viii) Contingent Obligations in respect of
any production payment; provided that Debt shall not include (1) Performance Guaranties,
(2) monetary obligations or guaranties of monetary obligations of Persons as lessee under leases
(other than, to the extent provided hereinabove, Attributable Obligations) that are, in accordance
with GAAP, recorded as operating leases, and (3) guarantees by such Person of obligations of others
which are not obligations described in clauses (i) through (vi) of this definition, and
provided further that where any such indebtedness or obligation of such Person is
made jointly, or jointly and severally, with any third party or parties other than any Subsidiary
of such Person, the amount thereof for the purpose of this definition only shall be the pro rata
portion thereof payable by such Person, so long as such third party or parties have not defaulted
on its or their joint and several portions thereof and can reasonably be expected to perform its or
their obligations thereunder. For the avoidance of doubt, “Debt” of a Person in respect of letters
of credit shall include, without duplication, only the principal amount of the obligations of such
Person in respect of such letters of credit that have been drawn upon by the beneficiaries to the
extent of the amount drawn, and shall include no other obligations in respect of such letters of
credit.



     “December 31 Engineering Report” means an Audited Report, dated as of December 31 of
any year, covering all Proved Reserves that the Counterparty desires to have included in the
Present Value determination and Forecasted Annual Production.



     “Default” means any event or condition that, upon the giving of notice or passage of
time or both, if required by Section 6.1, would constitute an Event of Default.



     “Defaulting Party”, in respect of any Qualifying Hedge, has the meaning specified in
the ISDA Master Agreement applicable to such Qualifying Hedge.



     “Designated Affiliate” of any Bank means an affiliate of such Bank that has been
designated as a Designated Affiliate of such Bank for purposes of this Agreement by notice to the
Counterparty and the Administrative Agent; provided that a Bank may not so designate any
Person that is, at the time of such purported designation, a Designated Affiliate of another Bank.
If a Designated Affiliate of a Bank (i) is not a party to any outstanding Qualifying Hedge and (ii)
is neither owed nor owes any obligation to make any payment of delivery under any Qualifying Hedge,
such Bank may, by notice to the Counterparty and the Administrative Agent, terminate the
designation of such Designated Affiliate as a Designated Affiliate.



     “Determining Party”, in respect of any Qualifying Hedge, means the Computation Agent
for purposes of determining a Close-out Amount to be used in the determination of an Early
Termination Amount with respect to such Qualifying Hedge.



     “Dollars” and “$” means lawful money of the United States of America.



     “Early Termination Amount”, in respect of any Qualifying Hedge, has the meaning
specified in Section 6(e) of the ISDA Master Agreement applicable to such Qualifying Hedge.



6









 





     “Early Termination Date”, in respect of any Qualifying Hedge, has the meaning
specified in the ISDA Master Agreement applicable to such Qualifying Hedge.



     “Early Termination Hedge” has the meaning specified in Section 2.6(g).



     “EDGAR” means the “Electronic Data Gathering, Analysis and Retrieval” system (or any
successor system thereof), a database maintained by the Securities and Exchange Commission
containing electronic filings of issuers of certain securities.



     “Effective Date” means February 23, 2007.



     “El Furrial” means WilPro Energy Services (El Furrial) Limited, a Cayman Islands
corporation.



     “Engineering Report” means a report, in substantially the form of Exhibit D or
otherwise reasonably satisfactory to the PV Determination Agent, setting forth, as of December 31
of any year (or as of such other date as comports with Section 2.6(a)(ii) in the event of an
Unscheduled Redetermination), covering the Proved Reserves, together with a projection of the rate
of production and future revenue, severance or similar taxes, operating expenses and capital
expenditures with respect thereto as of such date. Such information shall be provided for each
basin comprising such Proved Reserves and by category of the reserves contained in each basin,
including proved developed producing, proved developed non-producing and proved undeveloped.



     “Environment” shall have the meaning set forth in 42 U.S.C. § 9601(8) or any successor
statute and “Environmental” shall mean pertaining or relating to the Environment.



     “Environmental Law” means any United States local, state or federal, or any foreign,
law, statute, regulation, order, consent decree, written agreement with a Governmental Authority or
Governmental Requirement arising from or in connection with or relating to the protection or
regulation of the Environment including those laws, statutes, regulations, orders, decrees, written
agreements with a Governmental Authority and other Governmental Requirements relating to the
disposal, cleanup, production, storing, refining, handling, transferring, processing or
transporting of Hazardous Waste, Hazardous Substances or any pollutant or contaminant.



     “Environmental Permits” mean all material permits, licenses, registrations, exemptions
and authorizations required under any Environmental Law.



     “Equity Interests” means any capital stock, partnership, joint venture, member or
limited liability or unlimited liability company interest, beneficial interest in a trust or
similar entity or other equity interest or investment of whatever nature or any warrant, option or
other right to acquire any Equity Interest.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time, and the regulations promulgated and rulings issued thereunder from time to time.



     “ERISA Affiliate” of any Credit Party means any trade or business (whether or not
incorporated) which is a member of a group of which such Credit Party is a member and which is
under common control or is treated as a single employer with such Credit Party within the meaning
of Section 414 of the Code and the regulations promulgated thereunder.



     “Events of Default” has the meaning specified in Section 6.1.



7









 





     “Exposure Fee” has the meaning specified in Section 2.4(b).



     “Federal Funds Rate” means, for any day, a fluctuating interest rate per annum equal
for such day to the weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers, as published for such day
(or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by the Administrative Agent
from three federal funds brokers of recognized standing selected by it.



     “Federal Reserve Board” means the Board of Governors of the Federal Reserve System, or
any federal agency or authority of the United States from time to time succeeding to its function.



     “Financing Transaction” means, with respect to any Person (i) any prepaid forward sale
of oil, gas or minerals by such Person (other than gas balancing arrangements in the ordinary
course of business), that is intended primarily as a borrowing of funds, excluding volumetric
production payments and (ii) any interest rate, currency, commodity or other swap, collar, cap,
option or other derivative that is intended primarily as a borrowing of funds (excluding interest
rate, currency, commodity or other swaps, collars, caps, options or other derivatives to hedge
against risks in the ordinary course of business), with the amount of the obligations of such
Person thereunder being the net obligations of such Person thereunder.



     “Fiscal Quarter” means any quarter of a Fiscal Year.



     “Fiscal Year” means any period of twelve consecutive calendar months ending on
December 31.



     “Forecasted Annual Production” means, for any year, the projected amounts of oil and
natural gas production for such year from the Proved Reserves (i) until the delivery of the first
December 31 Engineering Report delivered after the Effective Date, as set forth in Section 5.2(c)
and (ii) on and after the delivery of the first December 31 Engineering Report delivered after the
Effective Date, as outlined in the most recent December 31 Engineering Report and any subsequent
Acquired Reserves Engineering Reports. For avoidance of doubt, the Forecasted Annual Production is
determined solely for purposes of determining compliance with Section 5.2(c) and is not necessarily
the same as annual production forecasted in connection with any redetermination of the Present
Value.



     “GAAP” means generally accepted accounting principles in the United States as defined
by the American Institute of Certified Public Accountants (the “AICPA”) Statement of
Auditing Standards Number 69, including pronouncements of the Financial Accounting Standards Board
and the AICPA.



     “Gas Transaction” shall have the meaning set forth in the ISDA Master Agreements.



     “General Permitted Liens” means Liens specifically described on Schedule V.



     “Governmental Authority” means the government of the United States, any other nation
or any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other Person exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government.



     “Governmental Requirements” means all judgments, orders, writs, injunctions, decrees,
awards, laws, ordinances, statutes, regulations, rules, franchises, permits, certificates,
licenses, authorizations and the like and any other requirements of any government or any
commission, board, court, agency, instrumentality or political subdivision thereof.



8









 





     “Guarantor” means WPC.



     “Hazardous Substance” shall have the meaning set forth in 42 U.S.C. § 9601(14) and
shall also include each other substance considered to be a hazardous substance under any
Environmental Law.



     “Hazardous Waste” shall have the meaning set forth in 42 U.S.C. § 6903(5) and shall
also include each other substance considered to be a hazardous waste under any Environmental Law
(including 40 C.F.R. § 261.3).



     “Hedge” means, in each case whether settled physically, financially or otherwise, (a)
any transaction (including an agreement with respect to any such transaction) now existing or
hereafter entered into (i) which is a rate swap transaction, swap option, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index
option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor
transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction,
currency option, credit protection transaction, credit swap, credit default swap, credit default
option, total return swap, credit spread transaction, repurchase transaction, reverse purchase
transaction, buy/sell-back transaction, securities lending transaction, weather index transaction
or forward purchase or sale of a security, commodity or other financial instrument or interest
(including any option with respect to any of these transactions) or (ii) which is a type of
transaction that is similar to any transaction referred to in clause (i) above that is currently,
or in the future becomes, recurrently entered into in the financial markets (including terms and
conditions incorporated by reference in such agreement) and which is a forward, swap, future,
option or other derivative on one or more rates, currencies, commodities, equity securities or
other equity instruments, debt securities or other debt instruments, economic indices or measures
of economic risk or value, or other benchmarks against which payments or deliveries are to be made
and (b) any combination of these transactions.



     “Hedge Documents” means each ISDA Master Agreement and each Confirmation.



     “Hydrocarbon Interests” means all rights, titles, interests and estates now owned or
hereafter acquired in any and all oil, gas and other liquid or gaseous hydrocarbon properties and
interests, including mineral fee or lease interests, concession agreements, license agreements or
similar Hydrocarbon interests granted by an appropriate Governmental Authority, farmout, overriding
royalty and royalty interests, net profit interests, oil payments, production payment interests and
similar interests in Hydrocarbons, including any reserved or residual interests of whatever nature.



     “Hydrocarbons” means oil, gas, casing head gas, condensate, distillate, liquid
hydrocarbons, gaseous hydrocarbons, all products refined, separated, settled and dehydrated
therefrom, including kerosene, liquefied petroleum gas, refined lubricating oils, diesel fuel, drip
gasoline, natural gasoline, helium, sulfur and all other minerals.



     “Indemnified Parties” has the meaning assigned to such term in Section 8.4(b).



     “Insufficiency” means, with respect to any Plan, the amount, if any, by which the
present value of the vested benefits under such Plan exceeds the fair market value of the assets of
such Plan allocable to such benefits.



     “International Debt” means the Debt of any International Subsidiary.



9









 





     “International Subsidiary” means each of El Furrial, Apco Argentina, PIGAP II and any
Subsidiary of any of them; provided that no Person shall be an International Subsidiary if
it is a TWC Credit Party or owns, directly or indirectly, any Equity Interest in any TWC Credit
Party.



     “Investment Grade Person” means any Person the senior unsecured long-term
Dollar-denominated debt of which is rated at least BBB- (stable) by S&P and at least Baa3 (stable)
by Moody’s immediately following the occurrence of any circumstance that would have been a Change
of Control Event had such Person not been an Investment Grade Person.



     “ISDA Master Agreement” means an agreement in substantially the form of Exhibit E
between the Counterparty and a Bank. An agreement will be deemed to be in substantially the form
of Exhibit E only if (i) it is referred to in Section 3.1(h) or (ii) it is attached to a New Bank
Agreement and is not designated by the Computation Agent within fifteen Business Days of its
receipt thereof as being not in substantially such form.



     “Joint Lead Arrangers” means Citigroup Global Markets Inc. and Calyon New York, as
joint lead arrangers and co-book runners.



     “Lien” means any mortgage, lien, pledge, charge, deed of trust, security interest,
encumbrance or other analogous type of preferential arrangement, whether arising by contract,
operation of law or otherwise (including the interest of a vendor or lessor under any conditional
sale agreement, Capital Lease or other title retention agreement).



     “Limited Permitted Liens” means Liens specifically described on Schedule IV.



     “Material Adverse Effect” means a material adverse effect on (a) the business, assets,
operations or condition, financial or otherwise, of the Credit Parties and their Subsidiaries taken
as a whole, or (b) the ability of the Credit Parties and their Subsidiaries, taken as a whole, to
perform their obligations under any Credit Document taken as a whole.



     “Material Subsidiary” of any Credit Party means (i) each Subsidiary (other than any
Non-Recourse Subsidiary) of such Credit Party that owns in excess of 7.5% of the book value of the
Consolidated assets of the Credit Parties and their Consolidated Subsidiaries, (ii) each Subsidiary
of such Credit Party that is a Credit Party, (iii) each Subsidiary of such Credit Party that owns
any interest in any Oil and Gas Properties included in the most recent computation of the Present
Value, (iv) until the first Redetermination Date, Williams Production Rocky Mountain Company,
Williams Production Mid-Continent Company, and Williams Gulf Coast and (v) each Subsidiary of such
Credit Party that is a party to any Permitted Hedge.



     “MLP” means Williams Partners L.P., a Delaware limited partnership.



     “Moody’s” means Moody’s Investor Service, Inc. or its successor.



     “MTM Exposure” means, for any particular calendar day for any Qualifying Hedge, the
amount, as determined by the Computation Agent for such calendar day (or, if such calendar day is
not a Business Day, for the next preceding Business Day), that would be the Early Termination
Amount in respect of such Qualifying Hedge (subject, in the case of a negative amount, to
adjustment as provided in the next sentence hereof), if (i) an Early Termination Date occurred on
such day in respect of such Qualifying Hedge, (ii) the Counterparty were the Defaulting Party in
respect of such Qualifying Hedge, (iii) the Bank party to such Qualifying Hedge were the
Non-defaulting Party in respect of such Qualifying Hedge and (iv) the Computation Agent were the
Determining Party in respect of such Qualifying Hedge. If (a) the



10









 




net MTM Exposure for any day for the Qualifying Hedges to which any particular Bank is a party
determined pursuant to the preceding sentence is a negative number and (b) such Bank party to such
Qualifying Hedges is not in compliance on such day with any requirement of the ISDA Master
Agreement to which it is a party that it provide Bank Credit Support, then for purposes of this
Agreement (other than for purposes of the determination of Exposure Fees), the net MTM Exposure for
such day for such Qualifying Hedges will be deemed to be an amount equal to (1) negative one
times (2) the Applicable Credit Support Threshold for such Bank on such day. If the
Counterparty reasonably determines, as to any Bank, based on quotes from at least two reputable
brokers or, to the extent such quotes are not available, any other reasonable information, which
may (but need not) include indicative pricing from other Persons whether or not a party to this
Agreement (such quotes, if any, and any such other information being the “Additional
Information”), that the net MTM Exposure for any day for all Qualifying Hedges to which such
Bank is a party differs by more than 10% from the amount the net MTM Exposure for such day for such
Qualifying Hedges would have been if the Computation Agent had used only such Additional
Information and notifies the Computation Agent of such determination by 6:00 p.m. (New York City
time) on the date the Counterparty receives the report relating to such day contemplated by the
penultimate sentence of Section 7.1 (which notice shall set forth such Additional Information),
then the Computation Agent will in good faith redetermine the net MTM Exposure for such Qualifying
Hedges by 6:00 p.m. (New York City time) on the Business Day following its receipt of such notice,
using such Additional Information and such other quotes and information as the Computation Agent
reasonably believes appropriate; provided that the Computation Agent may exclude any
Additional Information provided by the Counterparty that the Computation Agent in good faith
believes is not appropriate for inclusion as a result of illiquidity in the relevant market, market
disruption, broker error or other bona fide reason; provided further that until any
such redetermination, the MTM Exposures originally determined by the Computation Agent for such day
for such Qualifying Hedges shall continue to be the MTM Exposures for such day for such Qualifying
Hedges. The Computation Agent will advise the Counterparty, the Collateral Agent and the Banks of
any such redetermination by delivery to each of them of a revised report for the relevant day in
substantially the form of Exhibit H. For purposes of Section 2.4(b) only, the MTM Exposure for any
Qualifying Hedge will be computed without taking into account clauses 6(e)(i)(1)(B) and 6(e)(i)(2)
of the relevant ISDA Master Agreement (which clauses adjust for Unpaid Amounts).




     “Multiemployer Plan” means any multiemployer plan, as defined in Section 4001(a)(3) of
ERISA, which is maintained by (or to which there is an obligation to contribute of) any Credit
Party or an ERISA Affiliate of any Credit Party.



     “Multiple Employer Plan” means an employee benefit plan as defined in Section 3(2) of
ERISA, other than a Multiemployer Plan, subject to Title IV of ERISA to which any Credit Party or
any ERISA Affiliate of any Credit Party, and one or more employers other than any Credit Party or
an ERISA Affiliate of any Credit Party, is making or accruing an obligation to make contributions
or, in the event that any such plan has been terminated, to which any Credit Party or any ERISA
Affiliate of any Credit Party made or accrued an obligation to make contributions during any of the
five plan years preceding the date of termination of such plan.



     “New Bank Agreement” means an agreement in substantially the form of Exhibit J
pursuant to which a Person becomes a new “Bank” under this Agreement.



     “Non-Credit Party TWC Entity” means TWC and each of its Subsidiaries that is not a
Credit Party Entity.



     “Non-defaulting Party”, in respect of any Qualifying Hedge, has the meaning specified
in the ISDA Master Agreement applicable to such Qualifying Hedge.



11









 





     “Non-Producing Reserves” has the meaning assigned to that term in Section 2.6(d).



     “Non-Recourse Debt” means any Debt incurred by any Non-Recourse Subsidiary to finance
the acquisition, improvement, installation, design, engineering, construction, development,
completion, maintenance or operation of, or otherwise to pay costs and expenses relating to or
provide financing for, any new project commenced or acquired after the Effective Date, which Debt
does not provide for recourse against any Credit Party Entity (other than a Non-Recourse Subsidiary
and such recourse as exists under a Performance Guaranty) or any property or asset of any Credit
Party Entity (other than the Equity Interests in, or the property or assets of, a Non-Recourse
Subsidiary).



     “Non-Recourse Subsidiary” means (i) any non-material Subsidiary of any Credit Party
whose principal purpose is to incur Non-Recourse Debt and/or construct, lease, own or operate the
assets financed thereby, or to become a direct or indirect partner, member or other equity
participant or owner in a Business Entity created for such purpose, and substantially all the
assets of which Subsidiary and such Business Entity are limited to (x) those assets being financed
(or to be financed), or the operation of which is being financed (or to be financed), in whole or
in part by Non-Recourse Debt, or (y) Equity Interests in, or Debt or other obligations of, one or
more other such Subsidiaries or Business Entities, or (z) Debt or other obligations of any Person
and (ii) any Subsidiary of a Non-Recourse Subsidiary. For purposes of this definition, a
“non-material Subsidiary” shall mean any Consolidated Subsidiary of any Credit Party that (a) is
not a Material Subsidiary, (b) is not itself a Credit Party and (c) is not an owner, directly or
indirectly, of any Equity Interest in any Credit Party or any Material Subsidiary.



     “Obligations” means all obligations of the Counterparty to make any payment or
delivery under any Qualifying Hedge, all obligations of the Guarantor under this Agreement and all
other Debt, advances, interest, debts, liabilities, obligations, indemnities, fees, expenses,
charges and other amounts owing by any Credit Party to any Bank or any Agent under any Credit
Document or to any other Person required to be indemnified under any Credit Document, of any kind
or nature, present or future, arising under this Agreement or any other Credit Document, whether or
not for the payment of money, whether arising by reason of an extension of credit, loan, guaranty,
indemnification or in any other manner, whether direct or indirect (including those acquired by
assignment), absolute or contingent, due or to become due, now existing or hereafter arising and
however acquired.



     “Obligors” has the meaning assigned to such term in Section 9.1.



     “Oil and Gas Properties” means (a) Hydrocarbon Interests; (b) all property now or
hereafter pooled or unitized with Hydrocarbon Interests; (c) all presently existing or future
unitization agreements, pooling agreements and declarations of pooled units and the units created
thereby (including all units created under orders, regulations and rules of any Governmental
Authority) which may affect all or any portion of the Hydrocarbon Interests; (d) all operating
agreements, contracts and other agreements which relate to any of the Hydrocarbon Interests or the
production, sale, purchase, exchange or processing of Hydrocarbons from or attributable to such
Hydrocarbon Interests; (e) all Hydrocarbons in and under and which may be produced and saved or
attributable to the Hydrocarbon Interests, the lands covered thereby and all oil in tanks and all
rents, issues, profits, proceeds, products, revenues and other income from or attributable to the
Hydrocarbon Interests; and (f) all tenements, hereditaments, appurtenances and property in any
manner appertaining, belonging, affixed or incidental to the Hydrocarbon Interests, rights, titles,
interests and estates described or referred to above, including any and all property, now owned or
hereafter acquired and situated upon, used, held for use or useful in connection with the
operating, working or development of any of such Hydrocarbon Interests or property (excluding
drilling rigs, automotive equipment or other personal property which may be on such premises for
the purpose of drilling a well or for other similar temporary uses) and including any and all oil
wells, gas wells, injection wells or other wells, buildings, structures, fuel separators, liquid
extraction plants, plant compressors,



12









 




pumps, pumping units, field gathering systems, tanks and tank batteries, fixtures, valves,
fittings, machinery and parts, engines, boilers, meters, apparatus, equipment, appliances, tools,
implements, cables, wires, towers, casing, tubing and rods, surface leases, rights-of-way,
easements and servitudes, together with all additions, substitutions, replacements, accessions and
attachments to any and all of the foregoing.




     “Other Present Value Obligation” means any Debt in respect of which any Credit Party
Entity has any obligation or liability, any Non-Recourse Debt or any production payment to which
any Credit Party Entity is a party; provided that a Subordinated Intercompany Obligation
shall not be an Other Present Value Obligation.



     “Other Present Value Obligations Amount” means the aggregate principal amount of Other
Present Value Obligations. In determining the Other Present Value Obligations Amount, the
principal amount of (i) any Sale and Leaseback Transaction shall be deemed to be the Attributable
Obligation with respect thereto, (ii) any production payment (other than a volumetric production
payment) shall be deemed to be the undischarged balance thereof, and (iii) any volumetric
production payment shall be deemed to be the value of the remaining volumes to be delivered
thereunder using the prices that the PV Determination Agent most recently used to determine the
Present Value (or, if the first Redetermination Date has not occurred, using the prices used in the
Engineering Report referred to in Section 3.1(g)); provided that, if such volumes have not
been taken into account in determining the most recently determined Present Value (or, if the first
Redetermination Date has not occurred, in determining the amount set forth in Section 2.6(b)), the
aggregate principal amount of such volumetric production payment shall be zero.



     “Out of the Money” means, with respect to any Bank, that the net MTM Exposure, as most
recently determined by the Computation Agent, for all Qualifying Hedges to which such Bank is a
party is a negative number.



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Performance Guaranty” means any guaranty issued in connection with any Non-Recourse
Debt that (i) if secured, is secured only by assets of, or Equity Interests in, a Non-Recourse
Subsidiary and (ii) guarantees the (a) performance of the improvement, installation, design,
engineering, construction, acquisition, development, completion, maintenance or operation of, or
otherwise affects any such act in respect of, all or any portion of the project that is financed by
such Non-Recourse Debt, (b) completion of the minimum agreed equity contributions to the relevant
Non-Recourse Subsidiary or (c) performance by a Non-Recourse Subsidiary of obligations to Persons
other than the provider of such Non-Recourse Debt.



     “Permitted Dispositions” means (i) dispositions to a Credit Party, (ii) dispositions
from a Subsidiary of a Credit Party to another Subsidiary of a Credit Party if the aggregate direct
and indirect ownership interest held by the Credit Parties in such first Subsidiary is equal to the
aggregate direct and indirect ownership interest held by the Credit Parties in such other
Subsidiary, (iii) dispositions from a Credit Party to a Subsidiary of a Credit Party or from a
Subsidiary of a Credit Party to another Subsidiary of a Credit Party where the aggregate direct and
indirect ownership interest held by the Credit Parties in such first Subsidiary is not equal to the
aggregate direct and indirect ownership interest held by the Credit Parties in such other
Subsidiary if, in such case, promptly following such disposition the Counterparty delivers a
certificate to the Banks certifying that, after giving effect to such disposition, (a)
Non-Producing Reserves continue to constitute 25% or less of the Proved Reserves used to determine
the Present Value then in effect and (b) Proved Reserves attributable to Restricted Interests
continue to constitute 15% or less of the Proved Reserves used to determine the Present Value then
in effect and (iv) the Bargath Asset Transfer.



13









 





     “Permitted Hedge” means (i) any back-to-back Hedge between WPC or any of its
Subsidiaries and the Counterparty or any of its Subsidiaries that matches in all material respects
(other than price) any Qualifying Hedge entered into by the Counterparty at the request of WPC or a
Subsidiary of WPC if (a) such back-to-back Hedge is changed each time such Qualifying Hedge is
changed (whether such Qualifying Hedge is changed by amendment, termination or otherwise, but
excluding changes related to price) and (b) all obligations of each Credit Party under such
back-to-back Hedge are Subordinated Intercompany Obligations, and (ii) any WPX Hedge.



     “Person” means an individual, partnership, corporation, limited liability company,
business trust, joint stock company, trust, unincorporated association, joint venture or other
Business Entity, or a government or any political subdivision or agency thereof.



     “PIGAP II” means WilPro Energy Services (PIGAP II) Limited, a Cayman Islands
corporation.



     “Plan” means an employee pension benefit plan (other than a Multiemployer Plan) as
defined in Section 3(2) of ERISA currently maintained by, or in the event such plan has terminated,
to which contributions have been made or an obligation to make such contributions has accrued
during any of the five plan years preceding the date of the termination of such plan by, any Credit
Party or any ERISA Affiliate of any Credit Party for employees of any Credit Party or any such
ERISA Affiliate and covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code.



     “Pre-Approved Delivery Points” means the delivery points listed on Exhibit M and any
other delivery points agreed to in writing from time to time by the Counterparty and Computation
Agent, each in their sole discretion.



     “Pre-Approved Hedge Types” means the types of Hedges listed on Exhibit N and any other
types of Hedges agreed to in writing from time to time by the Counterparty and the Computation
Agent, each in their sole discretion



     “Pre-Existing Transactions” means the transactions entered into prior to the Effective
Date between the Counterparty and Calyon, Citibank or Citigroup Energy Inc. that, pursuant to
agreements dated the Effective Date executed by the Counterparty and Calyon, Citibank or Citigroup
Energy Inc., are transactions governed by an ISDA Master Agreement referred to in Section 3.1(h)
executed by Calyon or Citigroup Energy Inc.



     “Present Value” means at any time (i) the net present value of the projected future
net revenues attributable to the Proved Reserves, determined in accordance with Section 2.6 and in
effect at such time minus (ii) the Terminated Hedge Amount at such time.



     A “Present Value Deficiency” means, at any time when the Aggregate Net MTM Exposure is
positive, the amount (if any) needed to be added to the Collateral Account to cause the ratio of
the Present Value to the sum of (a) the Aggregate Net MTM Exposure plus (b) the Other Present Value
Obligations Amount to equal 1.50 to 1.00. A Present Value Deficiency will exist at all times that
(i) the Aggregate Net MTM Exposure is positive and (ii) an amount needs to be added to the
Collateral Account to cause such ratio to equal 1.50 to 1.00.



     “Present Value Matters” means Sections 2.6, 2.7 and 2.10 and each definition used in
any of such Sections.



     “Pro Forma Present Value Deficiency” means, as to any event, that a Present Value
Deficiency would have existed at the close of business one Business Day prior to the time such
event occurs, utilizing



14









 




in the determination of such Present Value Deficiency a “pro forma” Present Value (rather than
the actual Present Value) with such “pro forma” Present Value calculated using all the same
assumptions used in the most recent Present Value determination (or if the first Redetermination
Date has not occurred, used in the determination of the amount set forth in Section 2.6(b)), except
for those assumptions that would be directly changed by such event. If prior to any such event,
the Counterparty requests that the PV Determination Agent calculate a “pro forma” Present Value
using all the same assumptions used in the most recent Present Value determination (or if the first
Redetermination Date has not occurred, used in the determination of the amount set forth in Section
2.6(b)), except for those assumptions that would be directly changed by such event, then within 4
Business Days of such request, the PV Determination Agent shall calculate, and notify the
Counterparty of the amount of, such “pro forma” Present Value.




     “Property” has the meaning specified in the definition herein of Assets.



     “Proved Reserves” means those recoverable Hydrocarbons that have been estimated with
reasonable certainty, as demonstrated by geological and engineering data, to be economically
recoverable by existing operating methods under existing economic conditions from the net interest
owned directly by the Credit Party Entities (other than Non-Recourse Subsidiaries) in oil and gas
reserves attributable to Oil and Gas Properties located in the United States. Any such net
interest owned by a Subsidiary (other than Williams Gulf Coast) that is not wholly-owned by a
Credit Party shall exclude the portion of such interest attributable to the minority interests in
such Subsidiary. Any such net interest owned by Williams Gulf Coast shall include the entire net
interest owned by Williams Gulf Coast without reduction for any interest owned in Williams Gulf
Coast by any Person that is not a Credit Party Entity.



     “PV Determination Agent” means Calyon New York, in its capacity as PV determination
agent pursuant to Article VII, and any successor PV Determination Agent pursuant to Section 7.5.



     “Qualifying Hedge” means the Pre-Existing Transactions and any bilateral hedge
transaction (other than a transaction settled by physical delivery of oil) entered into pursuant to
this Agreement between the Counterparty and any Bank (i) pursuant to which the Counterparty (a)
hedges against basis risk or hedges against any decrease in the price of oil or natural gas
(including hedges effected by way of collars, swaps, puts, calls or any combination thereof and
hedges settled by physical delivery of natural gas) during all or a portion of the period from the
date of such Qualifying Hedge to the earlier of the Termination Date and December 31 of the third
calendar year following the date of such Qualifying Hedge or (b) unwinds, lifts, terminates the
effect of, or otherwise reverses, in whole or in part, another Qualifying Hedge, and (ii) which is
documented by an ISDA Master Agreement and a Confirmation, each properly completed.



     “Ratable Portion” means, as to any Bank, (a) with respect to any claim, damage, loss,
liability, cost, fee or expense referred to in Section 5.1(f) or Section 7.4, (i) if such Bank was
a party to this Agreement (a) at the time such claim, damage, loss, liability, cost, fee or expense
was incurred or (b) at the time of the occurrence or existence of the event, condition, action or
inaction that constituted a basis or reason for such claim, damage, loss, liability, cost, fee or
expense, a fraction, the numerator of which is one and the denominator of which is the total number
of Banks that are referred to in this clause (i) with respect to such claim, damage, loss,
liability, cost, fee or expense, and (ii) otherwise, zero; and (b) with respect to any specific
indemnity referred to in the last sentence of Section 7.7, (i) if such Bank was a party to this
Agreement at the time such specific indemnity was entered into, a fraction, the numerator of which
is one and the denominator of which is the total number of Banks that are referred to in this
clause (i) with respect to such specific indemnity, and (ii) otherwise, zero.



     “Redetermination Date” means any date that a redetermined Present Value becomes
effective in accordance with Section 2.6.



15









 





     “Register” has the meaning specified in Section 8.5(c).



     “Related Party” of any Person means any other Person of which more than 10% of the
outstanding Equity Interests having ordinary voting power to elect a majority of the board of
directors of such other Person or others performing similar functions (irrespective of whether or
not at the time Equity Interests of any other class or classes of such other Person shall or might
have voting power upon the occurrence of any contingency) is at the time directly or indirectly
owned by such first Person or which owns at the time directly or indirectly more than 10% of the
outstanding Equity Interests having ordinary voting power to elect a majority of the board of
directors of such first Person or others performing similar functions (irrespective of whether or
not at the time Equity Interests of any other class or classes of such first Person shall or might
have voting power upon the occurrence of any contingency).



     “Relevant Amount” has the meaning specified in Section 2.6(g).



     “Required Banks” (i) means at all times when no Qualifying Hedge is outstanding and no
obligation exists under a Qualifying Hedge that is no longer outstanding, (a) 2/3 in number of the
Banks for all Present Value Matters, and (b) a majority in number of the Banks for all other
purposes, and (ii) at all other times, shall have the meaning determined in accordance with the
following:



	 	 	 
	Action	 	Required Banks
	Amendments and waivers (other than
Present Value Matters) and all other
matters not covered below in this
table

	 	A majority of the Class One Banks
and a majority of the Class Two
Banks
	 
	 	 
	Enforcement of Article IX, directing
the Collateral Agent to draw under an
Acceptable Letter of Credit or
otherwise realize on Acceptable Credit
Support, exercise of all other rights
and remedies during an Event of
Default and initiation of any
Unscheduled Redetermination

	 	A majority of the Class One Banks
or a majority of the Class Two
Banks
	 
	 	 
	Approval of Present Value

	 	The smaller of the Present Value
approved by 2/3 of Class One
Banks or the Present Value
approved by 2/3 of the Class Two
Banks
	 
	 	 
	Amendments and waivers pertaining to
Present Value Matters

	 	2/3 of Class One Banks and 2/3 of
Class Two Banks






     All voting by Class One Banks shall be done on a one-Bank-one-vote basis. All voting by Class
Two Banks shall be on the basis of each Class Two Bank’s net MTM Exposure on all Qualifying Hedges.



16









 





     “Restricted Interests” means (i) all Restricted Net Profits Interests and (ii) all
interests owned by any Subsidiary of a Credit Party that is not itself a Credit Party.



     “Restricted Net Profits Interest” means a net profits interest in any property if a
Credit Party Entity does not own a working interest in such property.



     “Retained Bank Credit Support” shall have the meaning set forth in Section 2.10.



     “S&P” means Standard & Poor’s Rating Group, a division of The McGraw Hill Companies,
Inc. on the date hereof or its successor.



     “Sale and Leaseback Transaction” of any Person means any arrangement entered into by
such Person or any Subsidiary of such Person, directly or indirectly, whereby such Person or any
Subsidiary of such Person shall sell or transfer any property, whether now owned or hereafter
acquired to any other Person (a “Transferee”), and whereby such first Person or any
Subsidiary of such first Person shall then or thereafter rent or lease as lessee such property or
any part thereof or rent or lease as lessee from such Transferee or any other Person other property
which such first Person or any Subsidiary of such first Person intends to use for substantially the
same purpose or purposes as the property sold or transferred.



     “Scheduled Redetermination “ shall have the meaning set forth in Section 2.6(c).



     “Security Documents” means (i) any security agreement in substantially the form of
Exhibit C (or other form acceptable to the Collateral Agent), as each may be amended, modified,
supplemented, renewed, extended or restated from time to time, and (ii) for purposes of Section
2.3, any letter of credit in the Collateral Account.



     “Solvent” and “Solvency” means, with respect to any Person on a particular
date, that on such date (a) the fair value of the property of such Person is greater than the total
amount of liabilities, including contingent liabilities, of such Person, (b) the present fair
salable value of the assets of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and matured, (c) such
Person does not intend to, and does not believe that it will, incur debts or liabilities beyond
such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not
engaged in business or a transaction, and is not about to engage in business or a transaction, for
which such Person’s property would constitute an unreasonably small capital. The amount of
contingent liabilities at any time shall be computed as the amount that, in the light of all the
facts and circumstances existing at such time, represents the amount that can reasonably be
expected to become an actual or matured liability.



     “Specified Obligations” means any obligation under a loan or production payment
referred to in paragraph (i) of Schedule V.



     “Subordinated Intercompany Obligations” means all liabilities under Permitted Hedges
and Debt owed to TWC or any of its Subsidiaries if such liabilities and Debt are subordinate to all
Obligations pursuant to a subordination agreement in substantially the form of Exhibit F.



     “Subordination Agreement” means each subordination agreement referred to in the
definition herein of Subordinated Intercompany Obligations (including any subordination agreement
delivered pursuant to Section 3.1).



     “Subsidiary” of any Person means any corporation, partnership, joint venture or other
Business Entity of which more than 50% of the outstanding Equity Interests having ordinary voting
power to elect



17









 




a majority of the board of directors of such corporation, partnership, joint venture or other
Business Entity or others performing similar functions (irrespective of whether or not at the time
Equity Interests of any other class or classes of such corporation, partnership, joint venture or
other Business Entity shall or might have voting power upon the occurrence of any contingency) is
at the time directly or indirectly owned by such Person, and in addition, with respect to the
Guarantor, includes Williams Gulf Coast, irrespective of the Guarantor’s ownership of the Equity
Interests of Williams Gulf Coast.




     “Terminated Hedge Amount” means at any time the net aggregate amount of all Relevant
Amounts for all Early Termination Hedges that have been terminated prior to their stated expiration
date since the most recent Redetermination Date; provided that so long as the absolute
value of such net aggregate amount is less than $100 million, the Terminated Hedge Amount shall be
zero.



     “Termination Date” means December 31, 2011.



     “Termination Event (ERISA)” means (i) a “reportable event”, as such term is described
in Section 4043(c) of ERISA (other than a “reportable event” not subject to the provision for
30-day notice to the PBGC or a “reportable event” as such term is described in Section 4043(c)(3)
of ERISA) which could reasonably be expected to result in a termination of, or the appointment of a
trustee to administer, a Plan, or which causes any Credit Party, due to actions of the PBGC, to be
required to contribute at least $125,000,000 in excess of the contributions which otherwise would
have been made to fund a Plan based upon the contributions recommended by such Plan’s actuary, or
(ii) the withdrawal of a Credit Party or any ERISA Affiliate of a Credit Party from a Multiple
Employer Plan during a plan year in which it was a “substantial employer,” as such term is defined
in Section 4001(a)(2) of ERISA, or the incurrence of liability by a Credit Party or any ERISA
Affiliate of a Credit Party under Section 4064 of ERISA upon the termination of a Plan or Multiple
Employer Plan, or (iii) the institution of proceedings to terminate a Plan by the PBGC under
Section 4042 of ERISA, or (iv) any other event or condition which could reasonably be expected to
result in the termination of, or the appointment of, a trustee to administer, any Plan under
Section 4042 of ERISA, other than (in the case of clauses (ii), (iii) and (iv) of this definition)
where the matters described on such clauses, in the aggregate, could not reasonably be expected to
have a Material Adverse Effect.



     “Transfer Agreement” means an assignment and assumption agreement in form and
substance reasonably satisfactory to the Administrative Agent and the Computation Agent.



     “TWC” means The Williams Companies, Inc., a Delaware corporation.



     “TWC Credit Party” means TWC and any borrower or guarantor under a TWC Principal
Credit Facility.



     “TWC Default” means (i) TWC or any Subsidiary of TWC (other than any TWC Excluded
Entity) shall fail to pay any principal of or premium or interest on the TWC Principal Credit
Facility or any other TWC Principal Debt when the same becomes due and payable (whether by
scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall
continue after the applicable grace period, if any, specified in the agreement or instrument
relating to such TWC Principal Credit Facility or such other TWC Principal Debt; or (ii) the TWC
Principal Credit Facility or any other TWC Principal Debt shall be accelerated.



     “TWC Excluded Entity” means MLP, any Subsidiary of MLP, any TWC Non-Recourse
Subsidiary and any International Subsidiary.



18









 





     “TWC Non-Recourse Debt” means any Debt incurred by any TWC Non-Recourse Subsidiary to
finance the acquisition, improvement, installation, design, engineering, construction, development,
completion, maintenance or operation of, or otherwise to pay costs and expenses relating to or
provide financing for, any new project commenced or acquired after the Effective Date, which Debt
does not provide for recourse against TWC, or any Subsidiary of TWC (other than a TWC Non-Recourse
Subsidiary and such recourse as exists under a TWC Performance Guaranty) or any property or asset
of TWC, or any Subsidiary of TWC (other than the Equity Interests in, or the property or assets of,
a TWC Non-Recourse Subsidiary).



     “TWC Non-Recourse Subsidiary” means (i) any non-material Subsidiary of TWC whose
principal purpose is to incur TWC Non-Recourse Debt and/or construct, lease, own or operate the
assets financed thereby, or to become a direct or indirect partner, member or other equity
participant or owner in a Business Entity created for such purpose, and substantially all the
assets of which Subsidiary and such Business Entity are limited to (x) those assets being financed
(or to be financed), or the operation of which is being financed (or to be financed), in whole or
in part by TWC Non-Recourse Debt, or (y) Equity Interests in, or Debt or other obligations of, one
or more other such Subsidiaries or Business Entities, or (z) Debt or other obligations of any
Person (other than a Credit Party Entity) and (ii) any Subsidiary of a TWC Non-Recourse Subsidiary.
For purposes of this definition, a “non-material Subsidiary” shall mean any Consolidated
Subsidiary of TWC that is not a TWC Credit Party and is not an owner, directly or indirectly, of
any Equity Interest in any TWC Credit Party.



     “TWC Performance Guaranty” means any guaranty issued in connection with any TWC
Non-Recourse Debt or International Debt that (i) if secured, is secured only by assets of, or
Equity Interests in, a TWC Non-Recourse Subsidiary or International Subsidiary, as applicable, and
(ii) guarantees the (a) performance of the improvement, installation, design, engineering,
construction, acquisition, development, completion, maintenance or operation of, or otherwise
affects any such act in respect of, all or any portion of the project that is financed by such TWC
Non-Recourse Debt or International Debt, (b) completion of the minimum agreed equity contributions
to the relevant TWC Non-Recourse Subsidiary or International Subsidiary, as applicable, or (c)
performance by a TWC Non-Recourse Subsidiary or International Subsidiary of obligations to Persons
other than the provider of such TWC Non-Recourse Debt or International Debt.



     “TWC Principal Credit Facility” means (i) the U.S. $1,500,000,000 Credit Agreement
dated as of May 1, 2006 among TWC, certain Subsidiaries of TWC, Citibank and others, as amended,
modified, supplemented, renewed, extended or restated from time to time, and (ii) following
termination of the agreement referred to in clause (i) of this definition, any other credit
agreement that constitutes the principal credit facility of TWC.



     “TWC Principal Debt” means any “Debt” (as defined in the TWC Principal Credit Facility
or, if “Debt” is not therein defined or if no TWC Principal Credit Facility then exists, as defined
in the most recently existing TWC Principal Credit Facility that defined “Debt”) of TWC or any
Subsidiary of TWC (other than any TWC Excluded Entity) in an aggregate principal amount outstanding
of $100,000,000 or more.



     “Unaudited Report” means an Engineering Report prepared by or under the supervision of
the manager of reserves of the Credit Party Entities and certified by such manager as being true
and correct in all material respects and as having been prepared in accordance with the procedures
used in the most recent December 31 Engineering Report delivered pursuant to Section 2.6 or Section
3.1(g). An Unaudited Report may take the form of an update to the most recently delivered December
31 Engineering Report with adjustments for acquisitions and dispositions, if any, and new pricing
assumptions, if any, provided by the PV Determination Agent.



19









 





     “Unpaid Amounts” has the meaning specified in the relevant ISDA Master Agreement.



     “Unrated” means, as to any Bank, that no senior unsecured long-term Dollar-denominated
debt or deposit obligations of such Bank is rated by S&P and no senior unsecured long-term
Dollar-denominated debt or deposit obligations of such Bank is rated by Moody’s.



     “Unscheduled Redetermination” shall have the meaning set forth in Section 2.6(c).



     “Williams Gulf Coast” means Williams Production-Gulf Coast Company, L.P., a Delaware
limited liability partnership.



     “‘Withdrawal Liability” shall have the meaning given such term under Part I of
Subtitle E of Title IV of ERISA.



     “WPC” means Williams Production Company, LLC, a Delaware limited liability company.



     “WPX” means WPX Gas Resources Company, a Delaware corporation.



     “WPX Hedge” means a Hedge between WPX and any Non-Credit Party TWC Entity if (i) such
Hedge is entered into in the normal course of business by WPX and (ii) the obligations, if any, of
each Credit Party in respect of such Hedge are Subordinated Intercompany Obligations.



     SECTION 1.2 Computation of Time Periods. In this Agreement in the computation of
periods of time from a specified date to a later specified date, the word “from” means “from and
including” and the words “to” and “until” each means “to but excluding”.



     SECTION 1.3 Accounting Terms. All accounting terms not specifically defined shall be
construed in accordance with GAAP. To the extent there are any changes in GAAP from December 31,
2005, the covenants set forth herein will continue to be determined in accordance with GAAP in
effect on December 31, 2005, as applicable, until such time, if any, as such covenants are adjusted
or reset to reflect such changes in GAAP and such adjustments or resets are agreed to in writing by
the Counterparty and the Administrative Agent (after consultation with the Required Banks).



     SECTION 1.4 Miscellaneous. The words “hereof”, “herein” and “hereunder” and words of
similar import when used in this Agreement shall refer to this Agreement as a whole and not to any
particular provision of this Agreement, and Article, Section, Schedule and Exhibit references are
to Articles and Sections of and Schedules and Exhibits to this Agreement, unless otherwise
specified. The term “including” shall mean “including, without limitation”. References to any
document, instrument or agreement (a) shall include all exhibits, schedules and other attachments
thereto, (b) shall include all documents, instruments or agreements issued or executed in
replacement thereof and (c) shall mean such document, instrument or agreement, or replacement or
predecessor thereto, as amended, modified and supplemented from time to time and in effect at any
given time so long as such amended, modified or supplemented document, instrument or agreement does
not violate the terms of this Agreement.



     SECTION 1.5 Ratings. A rating, whether public or private, by S&P or Moody’s shall be
deemed to be in effect on the date of announcement or publication by S&P or Moody’s, as the case
may be, of such rating or, in the absence of such announcement or publication, on the effective
date of such rating and will remain in effect until the announcement or publication of, or in the
absence of such announcement or publication, the effective date of, any change in, or withdrawal or
termination of, such rating. In the event the standards for any rating by Moody’s or S&P are
revised, or any such rating is designated differently (such as by changing letter designations to
different letter designations or to



20









 




numerical designations), the references herein to such rating shall be deemed to refer to the
revised or redesignated rating for which the standards are closest to, but not lower than, the
standards at the date hereof for the rating which has been revised or redesignated, all as
determined by the Required Banks in good faith. Long-term debt (or deposit obligations) supported
by a letter of credit, guaranty, insurance or other credit enhancement mechanism shall not be
considered as senior unsecured long-term debt (or deposit obligations).




ARTICLE II




TERMS OF THE FACILITY




     SECTION 2.1 Terms.



     (a) Procedure for Hedges. The Counterparty and any Bank may elect, each in its sole
discretion, to enter into one or more Qualifying Hedges in accordance with the provisions of the
ISDA Master Agreement between the Counterparty and such Bank.



     (b) Uncommitted Facility. No Bank shall have any obligation whatsoever to enter into
any Qualifying Hedge.



     (c) No liability for other Banks’ Hedges. No Bank shall be responsible for the
obligations of any other Bank or the Counterparty, or have any liability, in respect of any
Qualifying Hedge entered into by such other Bank.



     (d) Bank Credit Support. The Counterparty agrees, and each Bank agrees, that such
Bank will not be required to provide, and will not provide, any collateral, guaranty, letter of
credit or other security in connection with any Qualifying Hedge, except Bank Credit Support
required by the ISDA Master Agreement to which such Bank is a party and any Acceptable Bank
Guaranty contemplated hereby. No Bank Credit Support will be released or modified if a Present
Value Deficiency exists or would result therefrom, except as provided in Section 2.10.



     (e) Acceptable Bank Guaranty. Each time a Bank designates a Designated Affiliate of
such Bank, such Bank shall deliver or cause to be delivered to the Administrative Agent an
Acceptable Bank Guaranty with respect to such Designated Affiliate. No Acceptable Bank Guaranty
shall be released or materially modified so long as the Designated Affiliate referred to therein
remains a Designated Affiliate.



     (f) Advance Notice of Certain Qualifying Hedges. Neither the Counterparty nor any
Bank will enter into any Qualifying Hedge that either (i) relates to any delivery point that is not
a Pre-Approved Delivery Point or (ii) is not a Pre-Approved Hedge Type, unless (a) the Computation
Agent receives, at least five Business Days prior to the date that the Counterparty proposes to
enter into such Qualifying Hedge, a notice from the Counterparty and the Bank proposing to enter
into such Qualifying Hedge describing such Qualifying Hedge and (b) the Computation Agent has not
given notice to the Counterparty and such Bank by the end of such five Business Day period that the
Computation Agent (1) has diligently worked during such period to develop an appropriate valuation
mechanism for such Qualifying Hedge and (2) reasonably believes that it does not have an
appropriate valuation mechanism for such Qualifying Hedge.



     SECTION 2.2 Payments and Computations.



     (a) Each Credit Party shall make each payment hereunder to be made by it not later than 2:00
p.m. (New York City time) on the day when due in Dollars (i) to the Administrative Agent at its
address



21









 




referred to in Section 8.2 (excluding, for such purpose, any address to which copies are to be
sent), (ii) in the case of Exposure Fees, directly to the respective Banks entitled thereto or
(iii) in the case of fees referred to in Section 2.4(a), directly to the respective Agent or Joint
Lead Arranger entitled thereto, in each case in same day funds, without deduction, counterclaim or
offset of any kind. In the case of the foregoing clause (i), the Administrative Agent will
promptly thereafter cause to be distributed like funds relating to the payment of any amount
payable to any Bank to such Bank. In no event shall any Bank be entitled to share any fee paid to
any Agent or a Joint Lead Arranger, as such, or any amount applied to reimburse any Agent or a
Joint Lead Arranger, as such, as contemplated by any Credit Document.




     (b) All computations of interest and fees hereunder shall be made by the Administrative Agent
on the basis of a year of 365 or 366 days, as the case may be, for the actual number of days
(including the first day but excluding the last day) occurring in the period for which such
interest or fees are payable. Each determination by the Administrative Agent of an interest rate
or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.



     (c) Whenever any payment hereunder shall be stated to be due on a day other than a Business
Day, such payment shall be made on the next succeeding Business Day, and such extension of time
shall in such case be included in the computation of payment of interest or any fee hereunder, as
the case may be.



     (d) Payments and deliveries under each Qualifying Hedge shall be effected directly between the
parties to, and in accordance with, such Qualifying Hedge, except as provided in Sections 2.7 and
2.10. If the Counterparty or any Bank fails to make any payment or delivery required under a
Qualifying Hedge, the Counterparty (or, if the Counterparty has so failed to make such a payment or
delivery, the Bank party to such Qualifying Hedge) shall notify the Computation Agent of such
failure by the end of the Business Day next following such failure specifying the amount thereof
and identifying the Qualifying Hedge to which such failure pertains.



     SECTION 2.3 Taxes.



     (a) Any and all payments by any Credit Party under this Agreement or any Security Document
shall be made, in accordance with Section 2.2, free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges or withholdings with respect
thereto, and all liabilities with respect thereto, excluding, in the case of each Bank and each
Agent, (i) taxes imposed on its net income or net profits, and franchise taxes imposed on it, by
the jurisdiction under the laws of which such Bank, or such Agent (as the case may be) is organized
or any political subdivision thereof and (ii) taxes imposed as a result of a present or former
connection between such Bank or such Agent, as the case may be, and the jurisdiction imposing such
tax or any political subdivision thereof (other than any such connection arising solely from such
Bank or such Agent, as the case may be, having executed or delivered, or performed its obligations
or received a payment or delivery under, or taken any other action related to, any Credit Document)
and, in the case of each Bank, taxes imposed on its net income or net profits, and franchise taxes
imposed on it, by the jurisdiction of such Bank’s Applicable Office or any political subdivision
thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as “Taxes”). If any Credit Party shall be
required by law to deduct any Taxes from or in respect of any sum payable hereunder to any Bank or
any Agent, (i) the sum payable shall be increased as may be necessary so that after making all
required deductions for Taxes (including deductions for Taxes applicable to additional sums payable
under this Section 2.3), such Bank or such Agent, as the case may be, receives an amount equal to
the sum it would have received had no such deductions for Taxes been made, (ii) such Credit Party
shall make such deductions and (iii) such Credit Party shall pay the full amount deducted to the
relevant taxation authority or other authority in accordance with applicable law.



22









 





     (b) In addition, each Credit Party agrees to pay all present or future filing or recording
fees, stamp or documentary taxes and all other excise or property taxes, charges or similar levies
which arise from any payment made by such Credit Party hereunder or from the execution, delivery,
filing, recording or registration of, or otherwise with respect to, this Agreement or any Security
Document (herein referred to as “Other Taxes”).



     (c) Each Credit Party will indemnify each Bank and each Agent for the full amount of Taxes or
Other Taxes (including any Taxes or Other Taxes imposed by any jurisdiction on amounts payable
under this Section 2.3) owed and paid by such Bank or such Agent, as the case may be, and any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto.
This indemnification shall be made within 30 days from the date such Bank or such Agent, as the
case may be, makes written demand therefor; provided that such Credit Party shall have no
liability pursuant to this clause (c) of this Section 2.3 to indemnify a Bank or an Agent for Taxes
or Other Taxes which were paid by such Bank or such Agent, as the case may be, more than ninety
days prior to such written demand for indemnification.



     (d) In the event that a Bank or an Agent receives a written communication from any
Governmental Authority with respect to an assessment or proposed assessment of any Taxes, such Bank
or such Agent, as the case may be, shall promptly notify the Counterparty in writing and provide
the Counterparty with a copy of such communication. An Agent’s or a Bank’s failure to provide a
copy of such communication to the Counterparty shall not relieve the Counterparty of any of its
obligations hereunder.



     (e) Promptly following payment of Taxes by or at the direction of any Credit Party, such
Credit Party will furnish to the Administrative Agent, at its address referred to in Section 8.2,
the original or a certified copy of a receipt evidencing payment thereof (or, if no such receipt is
reasonably available, other evidence of payment reasonably acceptable to the Administrative Agent).
Should any Bank or any Agent ever receive any refund, credit or deduction from any taxing
authority to which such Bank or such Agent, as the case may be, would not be entitled but for the
payment by such Credit Party of Taxes or Other Taxes as required by this Section 2.3 (it being
understood that the decision as to whether or not to claim, and if claimed, as to the amount of any
such refund, credit or deduction shall be made by such Bank or such Agent, as the case may be, in
its reasonable judgment), such Bank or such Agent, as the case may be, thereupon shall repay to
such Credit Party an amount with respect to such refund, credit or deduction equal to any net
reduction in taxes actually obtained by such Bank or such Agent, as the case may be, and determined
by such Bank or such Agent, as the case may be, to be attributable to such refund, credit or
deduction.



     (f) Each Bank organized under the laws of a jurisdiction outside the United States shall on or
prior to the date of its execution and delivery of this Agreement in the case of each Bank which is
a party to this Agreement on the date this Agreement becomes effective and on the date any other
Person becomes a Bank in the case of each other Bank, and from time to time thereafter as necessary
or appropriate (but only so long thereafter as such Bank remains lawfully able to do so), provide
the Administrative Agent and the Counterparty with two original Internal Revenue Service Forms
W-8BEN or W-8ECI (or, in the case of a Bank that has provided a certificate to the Administrative
Agent that it is not (i) a “bank” as that term is used in Section 881(c)(3)(a) of the Code, (ii) a
ten-percent shareholder (within the meaning of Section 871(h)(3)(b) of the Code) of any Credit
Party or (iii) a controlled foreign corporation related to any Credit Party (within the meaning of
Section 864(d)(4) of the Code), Internal Revenue Service Forms W-8BEN), or any successor or other
form prescribed by the Internal Revenue Service, certifying that such Bank is exempt from or
entitled to a reduced rate of United States withholding tax on payments pursuant to this Agreement
or any other Credit Document or, in the case of a Bank that has certified that it is not a “bank”
as described above, certifying that such Bank is a foreign



23









 




corporation. If the forms provided by a Bank at the time such Bank first becomes a party to
this Agreement indicate a United States interest withholding tax rate in excess of zero,
withholding tax at such rate shall be considered excluded from Taxes unless and until such Bank
provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at
such lesser rate only shall be considered excluded from Taxes for periods governed by such forms.




     (g) For any period with respect to which a Bank has failed to provide the Counterparty with
the appropriate form, certificate or other document required by subsection (f) of this Section 2.3
(other than if such failure is due to a change in the applicable law, or in the interpretation or
application thereof, occurring after the date on which a form, certificate or other document
originally was required to be provided) such Bank shall not be entitled to indemnification under
subsection (a) or (c) of this Section 2.3 with respect to Taxes imposed by the United States by
reason of such failure; provided, however, that should a Bank become subject to
Taxes because of its failure to deliver a form, certificate or other document required hereunder,
the Credit Parties shall take such steps as such Bank shall reasonably request (at such Bank’s
expense) to assist such Bank in recovering such Taxes.



     (h) Any Bank claiming any additional amounts payable pursuant to this Section 2.3 agrees to
use reasonable efforts to change the jurisdiction of its Applicable Office if the making of such a
change would avoid the need for, or reduce the amount of, any such additional amounts that may
thereafter accrue and would not, in the reasonable judgment of such Bank, be otherwise materially
disadvantageous to such Bank.



     (i) If a Credit Party determines in good faith that a reasonable basis exists for contesting a
Tax, the relevant Bank or Agent, as applicable, shall provide reasonable cooperation to such Credit
Party in challenging such Tax at such Credit Party’s expense and if requested by such Credit Party
in writing; provided, however, that no Bank nor Agent, as applicable, shall be
required to take any action hereunder which, in the reasonable discretion of such Bank or such
Agent, as applicable, would cause such Bank or its Applicable Office or such Agent, as applicable,
to suffer a legal, regulatory or material economic disadvantage.



     (j) Without prejudice to the survival of any other agreement of the Credit Parties hereunder,
the agreements and obligations of the Credit Parties contained in this Section 2.3 shall survive
the payment in full of the Obligations and the Termination Date.



     (k) Notwithstanding any provision of this Agreement to the contrary, this Section 2.3 shall be
the sole provision governing indemnities for and claims for Taxes under this Agreement and the
Security Documents. For avoidance of doubt, it is agreed that this Section 2.3 does not apply to
payments or deliveries made under any Qualifying Hedge (the tax aspects of which shall be governed
by the Hedge Documents, including Section 2(d) of the ISDA Master Agreement).



     (l) Notwithstanding any other provision in this Section 2.3, no additional amount shall be
required to be paid by any Credit Party under Section 2.3(a) or 2.3(c) to any Bank organized under
the laws of a jurisdiction outside the United States in respect of Taxes or any liabilities
(including penalties, interest and expenses arising therefrom or with respect thereto), except to
the extent that any change after the Effective Date (in the case of each Bank which was a party to
this Agreement on the Effective Date) or after the date on which another Person becomes a Bank (in
case of each other Bank) in any such requirement for a deduction, withholding or payment of Taxes
described in this Section 2.3 shall result in an increase in the rate of such deduction,
withholding or payment from that in effect at the Effective Date (in the case of each Bank which
was a party to this Agreement on the Effective Date) or at the date of the relevant document
pursuant to which another Person becomes a Bank (in the case of each other Bank). For avoidance of
doubt, this Section 2.3(l) does not apply to Other Taxes.




24










 





     SECTION 2.4 Fees.



     (a) Agents’ Fees. The Counterparty agrees to pay directly to each Agent, each
collateral sub-agent referred to in Section 2.11 and each Joint Lead Arranger, for its sole
account, such fees as may be separately agreed to in writing by the Counterparty and such Agent,
such collateral sub-agent or such Joint Lead Arranger, as the case may be.



     (b) Exposure Fees. The Counterparty agrees to pay to each Bank an exposure fee (an
“Exposure Fee”) in an amount equal to 0.625% per annum multiplied by the daily average of
the net MTM Exposure for all Qualifying Hedges to which such Bank is a party (excluding in the
computation of any Exposure Fee, those days on which the net MTM Exposure for all Qualifying Hedges
to which such Bank is a party is negative). All Exposure Fees owed to any Bank will be computed by
such Bank based on the reports substantially in the form of Exhibit H furnished by the Computation
Agent pursuant to Section 7.1. Each Bank shall submit an invoice to the Counterparty supporting
its computation of any Exposure Fees owed to such Bank with respect to each Fiscal Quarter that has
elapsed and, if the Termination Date has occurred, with respect to the period from the most recent
date through which its Exposure Fees have been invoiced (or the Effective Date, if Exposure Fees
have not previously been invoiced by it) through the Termination Date. The Exposure Fee for each
Bank will be payable in arrears directly to such Bank within ten Business Days following the
receipt of each such invoice.



     SECTION 2.5 Interest. Upon the occurrence and during the continuance of an Event of
Default, each Credit Party agrees to pay, to the fullest extent permitted by law, interest on any
amount payable hereunder that is not paid when due (after the expiration of any applicable grace
period), from the date such amount shall be due until such amount shall be paid in full, payable in
arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at
all times to 2% per annum above the Base Rate.



     SECTION 2.6 Engineering Reports and Present Value.



     (a) Engineering Reports.



          (i) Prior to May 1 of each year, the Counterparty agrees to deliver to the PV Determination
Agent and the Banks the December 31 Engineering Report as of the immediately preceding December 31.
Additionally, upon the request of the PV Determination Agent, the Counterparty agrees to deliver
to the PV Determination Agent an Unaudited Report that is the same as such December 31 Engineering
Report, except that such Unaudited Report will be based on the pricing assumptions specified by the
PV Determination Agent.




          (ii) For each Unscheduled Redetermination initiated by the Counterparty pursuant to Section
2.6(e)(i), the Counterparty agrees to deliver to the PV Determination Agent an Unaudited Report, as
of a date reasonably acceptable to the Counterparty and the PV Determination Agent;
provided that if such Unscheduled Redetermination was initiated pursuant to Section
2.6(e)(i)(1) and the acquired Proved Reserves have a fair market value, in the aggregate, equal to
or greater than $300 million, an Acquired Reserves Engineering Report, as of such date, covering
the acquired Proved Reserves must be delivered to the PV Determination Agent with such Unaudited
Report. For each Unscheduled Redetermination initiated by the Required Banks pursuant to Section
2.6(e)(ii), the Counterparty agrees to deliver to the PV Determination Agent, an Unaudited Report,
as of a date reasonably acceptable to the Counterparty and the PV Determination Agent, covering the
Proved Reserves that the Counterparty desires to have included in the Present Value determination.




25









 







          (iii) Concurrently with the delivery of each Engineering Report, the Counterparty agrees to
deliver to the PV Determination Agent a production report covering the net production of oil and
gas of the Credit Party Entities, which report shall include quantities or volumes of production,
realized product prices, operating expenses, taxes, capital expenditures and such other information
as the PV Determination Agent may reasonably request and covering the one year period ending on the
“as of” date of the Engineering Report being delivered with such production report.




          (iv) Concurrently with the delivery of each Engineering Report, the Counterparty agrees to
deliver to the PV Determination Agent, a certificate from an Authorized Officer of the Counterparty
that, to the best of his knowledge and in all material respects, (i) the oil and natural gas
reserves information set forth in such Engineering Report was estimated using generally accepted
engineering and evaluation principles and is reasonable in the aggregate by basin, and any factual
information contained in the reports delivered with such Engineering Report is true and correct,
(ii) a Credit Party Entity owns directly good and defensible title (as defined in Section 4.1(m))
to the Proved Reserves evaluated in such Engineering Report free of all Liens except for Liens not
prohibited by Section 5.2(a), (iii) except as set forth in the certificate or in the Engineering
Report, on a net basis there are no material (with such materiality determined in relation to the
total reserve base included in such Engineering Report) gas imbalances, take or pay or other
prepayments with respect to the Proved Reserves evaluated in such Engineering Report which would
require any Credit Party Entity to deliver Hydrocarbons at some future time without then or
thereafter receiving full payment therefor, (iv) no Oil and Gas Properties have been disposed by
any Credit Party Entity since the date of the last Present Value determination except as permitted
by the terms of this Agreement or, in any material respect, been destroyed or damaged (except to
the extent covered by insurance and except as set forth in such certificate), (v) attached to the
certificate are statements of each Credit Party’s outstanding Qualifying Hedges and Permitted
Hedges (other than WPX Hedges), which statements shall include for each Qualifying Hedge and each
such Permitted Hedge (a) the termination date, (b) the notional amounts or volumes and the periods
covered by such volumes, and (c) the price to be paid or the basis for calculating the price to be
paid by such Credit Party and the other Person under such Qualifying Hedge or such Permitted Hedge,
as the case may be, for each of the future periods covered by such Qualifying Hedge or such
Permitted Hedge, as the case may be, and (vi) the Other Present Value Obligations Amount on the
date of such certificate is the amount set forth in such certificate.




     (b) During the period from the Effective Date until the first Redetermination Date, the
amount of the Present Value shall be $2,659,047,000.



     (c) The Present Value shall be redetermined from time to time in accordance with Section
2.6(d) by the PV Determination Agent with the concurrence of the Required Banks. The Present Value
shall be redetermined annually following delivery of each December 31 Engineering Report (each
being a “Scheduled Redetermination”). Additionally, unscheduled redeterminations of the
Present Value may occur from time to time in accordance with Section 2.6(e) (each being an
“Unscheduled Redetermination”). Any redetermination of the Present Value shall become
effective as contemplated in Section 2.6(f) and shall remain in effect until the next
Redetermination Date.



     (d) Upon receipt of an Engineering Report and the other items required by Section 2.6(a) and
such other reports, data and supplemental information as may from time to time be reasonably
requested by the PV Determination Agent, the PV Determination Agent will redetermine a new Present
Value. Such redeterminations will not take into account reserves forecasted to be produced during
the next twelve months and otherwise will be in accordance with the PV Determination Agent’s normal
and customary procedures for evaluating oil and gas reserves and other related assets as such exist
at that particular time using a 9% discount rate (or such other discount rate as the PV
Determination Agent may in good faith elect based on market conditions) and giving effect to all
Qualifying Hedges (but not giving



26









 






effect to (I) any such Qualifying Hedges that have been terminated and as to which the PV
Determination Agent has been notified of such termination sufficiently in advance of such
redetermination, based on the PV Determination Agent’s judgment, to allow it to take such
termination into account or (II) any of the WPX Hedges) in effect on the date as of which the
certificate referred to in Section 2.6(a)(iv) relating to the relevant Engineering Report is given
(or, if such date is not a Business Day, on the next preceding Business Day) and all Qualifying
Hedges entered into after such date if, based on the PV Determination Agent’s judgment, notice of
those Qualifying Hedges has been received sufficiently in advance of such redetermination to allow
it to take such Qualifying Hedges into account; provided that Proved Reserves that are not
proved developed producing reserves (“Non-Producing Reserves”) shall be excluded from such
redeterminations to the extent that inclusion thereof would result in Non-Producing Reserves
constituting more than 25% of the Present Value; provided further that Proved Reserves
attributable to Restricted Interests shall be excluded from such redeterminations to the extent
that inclusion thereof would result in greater than 15% of the Present Value being attributable to
such Restricted Interests; provided further that as to any Collar taken into account in any
such redetermination (A) if the price data used by the PV Determination Agent is higher than the
strike price of the call that constitutes a portion of such Collar, then such strike price and the
notional volume of such call will be used in such redetermination (and the put that constitutes a
portion of such Collar shall not be taken into account), (B) if the price data used by the PV
Determination Agent is lower than the strike price of the put that constitutes a portion of such
Collar, then such strike price and the notional volume of such put will be used in such
redetermination (and the call that constitutes a portion of such Collar shall not be taken into
account), and (C) if the price data used by the PV Determination Agent is (x) equal to or less than
the strike price of the call that constitutes a portion of such Collar and (y) equal to or greater
than the strike price of the put that constitutes a portion of such Collar, then neither such put
nor such call shall be taken into account. The PV Determination Agent, in accordance with its
normal and customary procedures for evaluating oil and gas reserves and other related assets as
such exist at that particular time, may make adjustments to the rates, volumes, prices and other
assumptions used in an Engineering Report. The PV Determination Agent shall propose a new Present
Value and (i) notify the Counterparty of such proposed new Present Value, the PV Determination
Agent’s price assumptions used for such proposed new Present Value and other key assumptions used
by the PV Determination Agent for such proposed new Present Value within 30 days following receipt
by the PV Determination Agent of such Engineering Report and such other items, reports, data and
information in a timely and complete manner and (ii) not less than three Business Days after such
notification to the Counterparty, notify the Banks of such proposal. After having received notice
of such proposal by the PV Determination Agent, each Bank shall have 10 days to agree or disagree
with such proposal. Any failure of a Bank to communicate its approval or disapproval within such
ten day period shall be deemed to be an approval of such proposal. If the Required Banks approve
(including any such deemed approval) the PV Determination Agent’s proposal, then such proposal
shall be the new Present Value. If however, the Required Banks do not approve such proposal within
10 days, then (1) the Required Banks may agree on, and notify the PV Determination Agent of, a
revised Present Value within seven Business Days following such 10 day period or (2) if the
Required Banks fail to so agree or fail to so notify within such seven Business Day period, such
proposal of the PV Determination Agent will be deemed to have been approved by the Required Banks.



     (e) In addition to Scheduled Redeterminations, (i) the Counterparty may initiate an
Unscheduled Redetermination (1) if the Credit Party Entities have acquired directly Proved Reserves
since the most recent Redetermination Date (or December 31, 2005, if the first Redetermination Date
has not occurred) having a fair market value in the aggregate of $100 million or more, (2) at any
time (but not more often than once per calendar year for requests pursuant to this clause (2)) or
(3) if any Credit Party Entity has sold a volumetric production payment since the most recent date
as of which the Present Value was determined (or, if the first Redetermination Date has not
occurred, since December 31, 2005) at any time before the next date as of which the Present Value
is determined pursuant to any provision hereof other than this clause (3) (but not more often than
once per calendar year for requests pursuant to this



27









 






clause (3)), in each case by notifying the PV Determination Agent and providing an Engineering
Report in accordance with Section 2.6(a), and (ii) the Required Banks may initiate an Unscheduled
Redetermination (1) if Proved Reserves having a fair market value in the aggregate of $100 million
or more have, since the most recent Redetermination Date (or the Effective Date, if the first
Redetermination Date has not occurred), been disposed by the Credit Party Entities (other than in
Permitted Dispositions), destroyed or damaged (except to the extent covered by insurance) or taken
by eminent domain or other governmental action, (2) if Proved Reserves are restated or
recategorized by a Credit Party Entity and the effect thereof is to reduce the Present Value by
$100 million or more in the aggregate or (3) at any time (but not more than once per calendar year
pursuant to this clause (3)), in each case by specifying in writing to the Counterparty the date
(which shall in no event be less than ten Business Days following Counterparty’s receipt of such
writing) on which the Counterparty is to furnish an Engineering Report in accordance with Section
2.6(a).



     (f) The PV Determination Agent shall promptly notify in writing the Counterparty and the Banks
of the new Present Value. Any redetermination of the Present Value shall become effective on the
date written notice thereof is received by the Counterparty.



     (g) If



          (i) since the most recent Redetermination Date, any Hedge that was taken into account in the
most recent determination of the Present Value is terminated prior to its stated expiration date
(each, an “Early Termination Hedge”), and




          (ii) had such Early Termination Hedge and all other Early Termination Hedges terminated since
the most recent Redetermination Date not been taken into account in the most recent determination
of the Present Value, the Present Value would have been at least $100 million more or less than the
Present Value actually determined (for each Early Termination Hedge, the “Relevant Amount”
will be the amount by which the Present Value would have differed if such Early Termination Hedge
had not been taken into account in the most recent determination of the Present Value, with any
such difference that would have increased such Present Value being expressed as a negative number
and any such difference that would have decreased such Present Value being expressed as a positive
number);



then, within 4 Business Days after any Early Termination Hedge is terminated, the PV Determination
Agent will determine, and notify the Counterparty and the Banks of, the Relevant Amount for each
Early Termination Hedge that has been terminated prior to its stated expiration date since the most
recent Redetermination Date.




     SECTION 2.7 Present Value Deficiency. If at any time a Present Value Deficiency
exists, the Counterparty shall within three Business Days thereof deliver to the Collateral Agent,
for deposit into the Collateral Account, Acceptable Credit Support in an amount equal to the amount
of such Present Value Deficiency. Each Bank will (i) during the existence of a Present Value
Deficiency of which it has received notice hereunder (and has not received notice pursuant to
clause (iii) of the last sentence of Section 7.1 that such Present Value Deficiency does not
exist), pay directly to the Collateral Agent for deposit into the Collateral Account all payments
under any Qualifying Hedge to which such Bank is a party that would otherwise be paid to the
Counterparty, and such payments will be made without exercise of any offset, defense or
counterclaim (except that a Bank may net payments owed under any Qualifying Hedge to which it is a
party against payments owed under any other Qualifying Hedge to which it is a party and may net
payments under the same Qualifying Hedge), and (ii) by 9:00 a.m. (New York City time) on the
Business Day following each day on which it has made a payment pursuant to clause (i) of this
sentence or pursuant to clause (3) of Section 6.1, notify the Counterparty, the Collateral Agent
and the Computation Agent of the amount of such payment. At such time as no Present Value
Deficiency



28









 






exists and no Event of Default exists, the Counterparty will be entitled to return (for
avoidance of doubt, “return” includes, without limitation, any delivery of interest accrued on
Acceptable Credit Support) of the Acceptable Credit Support (including appropriate reduction in the
amount of an Acceptable Letter of Credit) in accordance with customary procedures (but in any event
within 3 Business Days from the date the Collateral Agent determines that no Present Value
Deficiency exists and no Event of Default exists), to the extent that such return (or reduction)
will not cause a Present Value Deficiency; provided that if a Hedge becomes an Early
Termination Hedge, then no such return or reduction will be effected during the period from the
date such Hedge becomes an Early Termination Hedge through and including the earlier of (x) the
date that is 4 Business Days following the date that such Hedge became an Early Termination Hedge
and (y) the date on which the Counterparty receives notice from the PV Determination Agent of the
Relevant Amount for such Early Termination Hedge; provided further that the Collateral
Agent shall not be required to effect any such return or reduction if the Counterparty has not
given the Collateral Agent specific notice requesting such return or reduction.



     SECTION 2.8 Removal and Addition of Banks. Any Bank (i) that has no Qualifying
Hedges outstanding and (ii) that is neither owed nor owes any obligation to make any payment or
delivery under any Qualifying Hedge may be removed as a party to this Agreement by the Counterparty
by ten Business Days’ notice to such Bank and the Administrative Agent, or may remove itself as a
party to this Agreement by ten Business Days’ notice to the Counterparty and the Administrative
Agent, except the agreements and obligations of the Counterparty contained in Sections 2.3 and 8.4
(and the obligations of the Guarantor related thereto) shall continue. The Counterparty shall have
the right to add to this Agreement any new Bank if (i) the senior unsecured long-term
Dollar-denominated debt or deposit obligations of each added Bank is rated at least BBB by S&P and
Baa2 by Moody’s, (ii) following each such addition, the number of Banks does not exceed ten and
(iii) all “know your customer” Governmental Requirements applicable to any Bank or Agent have been
met. Each such addition shall be effected by execution by such Bank and the Counterparty of a New
Bank Agreement, and shall be effective upon receipt by the Administrative Agent and the Computation
Agent of such executed New Bank Agreement.



     SECTION 2.9 Sharing of Payments, Etc. No Bank will be required to share payments,
set-offs or other amounts received by it under any Qualifying Hedge, except that (i) following
termination of all Qualifying Hedges pursuant to clause (2) of Section 6.1 of this Agreement or
(ii) if such termination is not effected pursuant to such clause (2) and the Required Banks elect
that this clause (ii) apply, following termination of all Qualifying Hedges pursuant to the other
terms of the Credit Documents, the Acceptable Credit Support, any amount received pursuant to any
Subordination Agreement and amounts received pursuant to the guaranties set forth in Article IX
will be shared ratably by the Banks (based on the respective amounts of the Obligations then owed
to the Banks and Agents and an amount estimated in good faith by the Collateral Agent to be the
amount of all other Obligations that may arise thereafter as contemplated by Section 5.4 of the
Security Agreement). For avoidance of doubt, this Section 2.9 does not modify the requirement set
forth in the second sentence of Section 2.7 that certain payments be made without exercise of any
offset, defense or counterclaim (except as provided in such sentence).



     SECTION 2.10 Bank Credit Support. Each Bank agrees to deliver, directly to the
Collateral Agent to be held in the Collateral Account (whether or not a Present Value Deficiency
exists), all Bank Credit Support with respect to such Bank, and the Counterparty agrees that such
delivery shall satisfy the requirements of the relevant Qualifying Hedge that such Bank provide
such Bank Credit Support to the Counterparty. Prior to termination of a Qualifying Hedge, the Bank
Credit Support provided by any Bank under such Qualifying Hedge shall be redelivered to such Bank
from time to time to the extent no longer required under such Qualifying Hedge. At the termination
of a Qualifying Hedge (or, in the case of clauses (ii) and (iii) of this sentence, on the second
Business Day next following such termination), any remaining Bank Credit Support provided by a Bank
pursuant to such Qualifying Hedge (or by such Bank or its direct or indirect parent pursuant to an
Acceptable Bank Guaranty) shall be (i) if at such termination



29









 




(A) the Counterparty is entitled to a payment from such Bank and (B) a Present Value
Deficiency exists (or would result from such termination or payment), retained (to the extent of
such payment obligation) in the Collateral Account to secure the Obligations (and such retention
shall be deemed to satisfy such payment obligation to the extent of the amount so retained, which
amount in the case of treasury obligations shall be the principal amount thereof plus interest
accrued to the date of such termination) (“Retained Bank Credit Support”), (ii) if at such
termination (A) the Counterparty is entitled to a payment from such Bank, (B) a Present Value
Deficiency does not exist (and would not result from such termination or payment) and (C) by 5:00
p.m. (New York City time) on the Business Day next following the date of such termination, the Bank
has not made all or part of such payment and the Counterparty notifies the Collateral Agent of such
non-payment by 5:00 p.m. (New York City time) on the second Business Day next following the date of
such termination, delivered by the Collateral Agent to the Counterparty (to the extent of such
unpaid payment obligation), and such delivery shall be deemed to satisfy such unpaid payment
obligation to the extent of the amount so delivered or (iii) otherwise, returned by the Collateral
Agent to such Bank; provided that if a Hedge becomes an Early Termination Hedge, then no
action shall be taken pursuant to clause (i) or clause (ii) of this sentence during the period from
the date such Hedge becomes an Early Termination Hedge through and including the earlier of (x) the
date that is 4 Business Days following the date that such Hedge became an Early Termination Hedge
and (y) the date on which the Counterparty receives notice from the PV Determination Agent of the
Relevant Amount for such Early Termination Hedge.




     SECTION 2.11 Collateral Account. The Collateral Agent shall maintain separate
sub-accounts within the Collateral Account in order to keep separate and readily identifiable all
Acceptable Credit Support and Bank Credit Support as follows:



     (i) one such sub-account shall contain only (a) Acceptable Credit Support delivered pursuant
to Section 2.7, (b) Retained Bank Credit Support and (c) all proceeds, payments, collections and
other amounts and rights in respect thereof; and



     (ii) a separate such sub-account shall be maintained for each Bank and shall contain only (a)
Bank Credit Support delivered by such Bank pursuant to Section 2.10 and (b) all proceeds, payments,
collections and other amounts and rights in respect thereof; provided that at the time any
such Bank Credit Support (or proceeds, payments, collections or other amounts or rights in respect
thereof) becomes Retained Bank Credit Support, such Retained Bank Credit Support shall be
transferred to the sub-account referred to in Section 2.11(i).



     Additionally, if the Bank that is the Collateral Agent provides any Bank Credit Support, the
Counterparty will appoint a collateral sub-agent to hold such Bank Credit Support (and proceeds,
payments, collections and other amounts and rights in respect thereof); provided that at
the time any such Bank Credit Support (or proceeds, payments, collections or other amounts or
rights in respect thereof) becomes Retained Bank Credit Support, such Retained Bank Credit Support
shall be transferred to the Collateral Agent for inclusion in the sub-account referred to in
Section 2.11(i). Such collateral sub-agent (a) shall hold and deal with Bank Credit Support
provided by the Collateral Agent on the same terms as the Collateral Agent holds and deals with
other Bank Credit Support, (b) shall have all of the rights, duties, responsibilities and
protections (including rights to indemnities) provided herein to the Collateral Agent, (c) shall
act as agent for the Banks (other than the Bank that is the Collateral Agent in its capacity as the
provider of the Bank Credit Support) and not as agent for the Counterparty and (d) shall be a
financial institution acting through an office in New York City and shall have senior unsecured
long-term Dollar-denominated debt or deposit obligations that are rated A or higher by S&P and A2
or higher by Moody’s. No Bank shall be required to accept appointment as a collateral sub-agent.



     SECTION 2.12 Use of Collateral; Interest.



30









 





     (a) So long as (i) the Collateral Agent is not in default of any of its obligations under any
Credit Document and (ii) the senior unsecured long-term Dollar-denominated debt or deposit
obligations of the Collateral Agent are rated AA- or higher by S&P and Aa3 or higher by Moody’s,
the Collateral Agent will, notwithstanding Section 9-207 of the New York Uniform Commercial Code,
have the right to sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose
of, or otherwise use in its business any Acceptable Collateral and Bank Credit Support it holds,
free from any claim or right or any nature whatsoever of the Counterparty or any Bank, including
any equity or right of redemption (each a “Permitted Usage”). For purposes of any
obligation to deliver Acceptable Collateral or Bank Credit Support under any Credit Document, the
last sentence of Section 7.1 and any rights or remedies authorized under any Credit Document, the
Collateral Agent will be deemed to continue to hold all Acceptable Collateral and Bank Credit
Support that are the subject of any Permitted Usage until such Acceptable Collateral or Bank Credit
Support is delivered to the Counterparty or a Bank, as the case may be. At such time as (i) the
Collateral Agent is in default of any of its obligations under any Credit Document or (ii) any
senior unsecured long-term Dollar-denominated debt or deposit obligations of the Collateral Agent
are not rated AA- or higher by S&P or not rated Aa3 or higher by Moody’s, the Collateral Agent will
immediately return to the Collateral Account all Acceptable Collateral and Bank Credit Support that
has been the subject of a Permitted Usage and has not been previously returned to the Collateral
Account by the Collateral Agent. Additionally, the Collateral Agent will return Acceptable
Collateral and Bank Credit Support, as the case may be, that are the subject of a Permitted Usage
as may be necessary from time to time to meet any requirement it has under any Credit Document to
return or deliver any Acceptable Collateral or Bank Credit Support. If the Acceptable Collateral
or Bank Credit Support that was the subject of a Permitted Usage (i) was cash, any return pursuant
to this Section 2.12 shall be effected by deposit by the Collateral Agent into the Collateral
Account of cash in an amount equal to the amount of cash that was the subject of such Permitted
Usage plus interest thereon as provided in Section 2.12(b) or (ii) was United States treasury
obligations, any such return shall be effected by deposit by the Collateral Agent into the
Collateral Account of United States treasury obligations that are in all respects (including
amount, interest rate and maturity) the same as the treasury obligations that were the subject of
such Permitted Usage. If any treasury obligations deposited into the Collateral Account mature,
the amount of principal and interest paid in respect thereof shall thereafter be treated as cash
for purposes hereof. The Collateral Agent shall have no obligation to invest any Acceptable
Collateral or Bank Credit Support. Any Permitted Usage shall be solely at the Collateral Agent’s
risk.



     (b) If the Counterparty or any Bank (“Depositor”) delivers to the Collateral Agent any
amount of cash, then the Collateral Agent will pay to such Depositor for each day from the date
such amount is so delivered until such amount is redelivered to such Depositor (or delivered to a
Bank or a Counterparty to the extent required pursuant to the terms hereof or of any other Credit
Document) interest on both such amount and on all interest accrued thereon for each preceding day
(or the portion of such amount and such interest that has not been delivered to the Counterparty or
Bank pursuant to the terms of any Credit Document) at a per annum rate equal to the Federal Funds
Rate for such day; provided that such interest shall not accrue for any period during which
the Collateral Agent does not have the right of Permitted Usage set forth in the first sentence of
Section 2.12(a). Interest accrued or paid on any treasury obligations shall be for the account of
the Counterparty or Bank, as the case may be, that delivered such treasury obligations to the
Collateral Agent; provided that interest accruing on Bank Credit Support with respect to
any Bank (whether in the form of cash or treasury obligations) shall accrue (i) for the account of
such Bank until such date, if any, as such Bank Credit Support becomes Retained Bank Credit Support
and (ii) on and after such date, for the account of the Counterparty. Accrued interest in respect
of any Acceptable Collateral or Bank Credit Support shall constitute additional Acceptable
Collateral or Bank Credit Support, as the case may be, and be subject to the terms of the Credit
Documents to the same extent as the Acceptable Collateral or Bank Credit Support, as the case may
be, in respect of which such interest accrued.



31









 





ARTICLE III




CLOSING




     SECTION 3.1 Payment of Fees and Documents. On or before the date hereof, the
Counterparty agrees to (i) pay to the Administrative Agent, for the account of the respective
Agents and Joint Lead Arrangers, all accrued fees of the Agents and the Joint Lead Arrangers to the
extent required to be paid hereunder (or to the extent otherwise agreed to by the Administrative
Agent and the Counterparty) and presented for payment, and (ii) deliver, or cause to be delivered,
to the Banks counterparts of this Agreement duly executed by the Counterparty and the Guarantor and
the following:



     (a) Certified copies of (1) the resolutions of the Board of Directors, or an authorized
committee thereof or other relevant Person, of each Credit Party authorizing the execution of this
Agreement and each other Credit Document to which such Credit Party is a party and (2) all other
documents, in each case evidencing any necessary company action, if any, with respect to each
Credit Document and the transactions thereunder and hereunder.



     (b) A certificate of the Secretary or an Assistant Secretary of each Credit Party certifying
the name and true signature of an officer of such Credit Party or other relevant Person authorized
to sign each Credit Document to which it is a party and the other documents to be delivered by it
hereunder and thereunder.



     (c) A copy of a certificate of the Secretary of State of the jurisdiction of formation of, or
of an Authorized Officer or other representative of, each Credit Party, dated reasonably near the
date hereof, certifying (i) as to a true and correct copy of the charter or other organizational
documents of such Credit Party, and each amendment thereto on file in such Secretary’s office and
(ii) that such Credit Party has paid all franchise taxes due prior to the date of such certificate.



     (d) Opinions of each of (i) an in-house counsel of the Counterparty or of any of its
affiliates, substantially in the form of Exhibit A and (ii) Gibson, Dunn & Crutcher LLP, counsel to
the Credit Parties, substantially in the form of Exhibit B.



     (e) A certificate of each Credit Party (or of its representative), signed on behalf of such
Credit Party by an Authorized Officer thereof or signed by another representative, dated as of the
date hereof (the statements made in which certificate shall be true on and as of the date hereof),
certifying as to (i) the absence of any amendments to the charter or other organizational documents
of such Credit Party not included in the certificate referred to in clause (c) above, (ii) a true
and correct copy of the bylaws, if any, of such Credit Party as in effect on the date on which the
resolutions referred to in clause (a) were adopted and on the date hereof, (iii) the due
incorporation or formation and good standing and valid existence of such Credit Party as an entity
organized under the laws of the jurisdiction of its incorporation or organization, (iv) the truth,
in all material respects, of the representations and warranties of such Credit Party and its
Subsidiaries contained in this Agreement and the Credit Documents delivered on or before the date
hereof as though made on and as of the date hereof other than any such representations or
warranties that, by their terms, refer to a specific date other than the date hereof, in which case
as of such specific date and (v) the absence of any event occurring and continuing, or resulting
from, the consummation of the transactions hereunder or pursuant to the Credit Documents delivered
on or before the date hereof, that constitutes a Present Value Deficiency, a Pro Forma Present
Value Deficiency, a Default or an Event of Default.



     (f) A certificate of an Authorized Officer of the Counterparty setting forth all Hedges to
which any Credit Party or any Subsidiary of a Credit Party is a party on the Effective Date.



32









 





     (g) The December 31 Engineering Report for 2005 comporting with the requirements of Section
2.6(a)(i), the related report contemplated by Section 2.6(a)(iii), and the certificate contemplated
by Section 2.6(a)(iv).



     (h) An ISDA Master Agreement for each Bank listed on the signature pages hereof, duly executed
by the Counterparty.



     (i) Executed subordination agreements, each in substantially the form of Exhibit F, (i) among
the Administrative Agent, WPC and the Counterparty specifying WPC as the “Subordinated Creditor”
and the Counterparty as the “Debtor”, (ii) among the Administrative Agent, WPC and the Counterparty
specifying the Counterparty as the “Subordinated Creditor” and WPC as the “Debtor” and (iii) among
the Administrative Agent, the Credit Parties and one or more Non-Credit Party TWC Entities
specifying such Non-Credit Party TWC Entities as the “Subordinated Creditors” and the Credit
Parties as the “Debtors”.



     (j) A Security Document duly executed by the Counterparty.



     (k) Recent lien searches in respect of the Counterparty in all relevant jurisdictions.



     (l) A certificate of an Authorized Officer of each Credit Party certifying that the balance
sheets and statements of income and cash flows that are referred to in Section 4.1(e) fairly
present in all material respects the combined financial position of the Credit Party Entities as of
December 31, 2005 and September 30, 2006 and the combined results of operations of the Credit Party
Entities for the year and nine months, respectively, then ended.



     SECTION 3.2 Effectiveness of Agreement. The Administrative Agent shall notify the
Counterparty when it reasonably believes that this Agreement has become effective, and such notice
shall be conclusive and binding on all parties to the Credit Documents (provided that such
effectiveness shall not be conditioned on such notice).



ARTICLE IV




REPRESENTATIONS AND WARRANTIES




     SECTION 4.1 Representations and Warranties of the Credit Parties. Each Credit Party,
with respect to itself and its Subsidiaries only, represents and warrants, on the date hereof and
on each date that a Qualifying Hedge is entered into, as follows:



     (a) Each Credit Party is duly organized or validly formed, validly existing and (if
applicable) in good standing under the laws of the State of Delaware and has all corporate, limited
partnership or limited liability company powers and all governmental licenses, authorizations,
certificates, consents and approvals required to carry on its business as now conducted in all
material respects, except where failure to be in good standing or to have those licenses,
authorizations, certificates, consents and approvals could not reasonably be expected to have a
Material Adverse Effect. Each Subsidiary of each Credit Party is duly organized or validly formed,
validly existing and (if applicable) in good standing under the laws of its jurisdiction of
incorporation or formation, except where the failure to be so organized or formed, existing and in
good standing could not reasonably be expected to have a Material Adverse Effect. Each Subsidiary
of a Credit Party has all corporate, limited partnership or limited liability company powers and
all governmental licenses, authorizations, certificates, consents and approvals required to carry
on its business as now conducted in all material respects, except for those licenses,
authorizations, certificates,



33









 






consents and approvals the failure to have which could not reasonably be expected to have a
Material Adverse Effect.



     (b) The execution, delivery and performance by each Credit Party of the Credit Documents to
which it is shown as being a party and the consummation of the transactions contemplated thereby
are within such Credit Party’s corporate, limited partnership or limited liability company powers,
have been duly authorized by all necessary corporate, limited partnership or limited liability
company action, do not contravene (i) such Credit Party’s charter, by-laws or formation agreement
or (ii) law or any restriction under any material agreement binding on or affecting such Credit
Party and will not result in or require the creation or imposition of any Lien prohibited by this
Agreement.



     (c) No material authorization or approval or other action by, and no notice to or filing with,
any Governmental Authority is required for the due execution, delivery and performance by any
Credit Party of any Credit Document to which it is a party, or the consummation of the transactions
contemplated thereby.



     (d) Each Credit Document has been duly executed and delivered by each appropriate Credit
Party, and is the legal, valid and binding obligation of each such Credit Party, enforceable
against each such Credit Party, in accordance with its terms, except as such enforceability may be
limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors’ rights generally and by general principles of equity.



     (e) The combined balance sheets of the Credit Party Entities as at December 31, 2005 and
September 30, 2006, and the related combined statements of income and cash flows of the Credit
Party Entities for the fiscal year ended December 31, 2005, and the nine months ended September 30,
2006, copies of which have been furnished to each Bank, have been prepared in accordance with GAAP
and fairly present in all material respects the combined financial condition of the Credit Party
Entities as at such dates and the combined results of operations of the Credit Party Entities for
the periods indicated, subject, in the case of the September 30, 2006 financial statements, to
normal year-end adjustments and subject, in the case of both sets of financial statements, to the
omission of footnotes. As of the date hereof only, from December 31, 2005 to the date of this
Agreement, there has been no material adverse change in the business, condition (financial or
otherwise), operations, properties or prospects of the Credit Party Entities (other than
Non-Recourse Subsidiaries), taken as a whole.



     (f) There is, as to each Credit Party, no pending or, to the knowledge of such Credit Party as
of the date hereof only, threatened action or proceeding affecting such Credit Party or any
Subsidiary of such Credit Party before any court, governmental agency or arbitrator, (i) which
could reasonably be expected to have a Material Adverse Effect or (ii) which purports to affect the
legality, validity, binding effect or enforceability of any Credit Document.



     (g) No Credit 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.



     (h) No Termination Event (ERISA) has occurred or is reasonably expected to occur with respect
to any Plan that could reasonably be expected to have a Material Adverse Effect. No Credit Party
nor any Subsidiary or ERISA Affiliate of any Credit Party has received any notification that any
Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of
ERISA that could reasonably be expected to have a Material Adverse Effect, and no Credit Party is
aware of any reason to expect that any Multiemployer Plan is to be in reorganization or to be
terminated within the meaning of Title IV of ERISA that would have a Material Adverse Effect.



34









 





     (i) Except as disclosed in writing by the Counterparty to the Banks and the Administrative
Agent after the date hereof and approved in writing by the Required Banks, each Credit Party and
its Subsidiaries are in compliance with all applicable Environmental Laws, except as could not
reasonably be expected to have a Material Adverse Effect. Except as disclosed in writing by any
Credit Party to the Banks and the Administrative Agent after the date hereof and approved in
writing by the Required Banks, the aggregate contingent and non-contingent liabilities of each
Credit Party and its Subsidiaries (other than those reserved for in accordance with GAAP and
excluding liabilities to the extent covered by insurance if the insurer has confirmed that such
insurance covers such liabilities or which such Credit Party reasonably expects to recover from
ratepayers) which to such Credit Party’s knowledge are reasonably expected to arise in connection
with (i) the requirements of any Environmental Law or (ii) any obligation or liability to any
Person in connection with any Environmental matters (including any release or threatened release
(as such terms are defined or used in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980) of any Hazardous Waste, Hazardous Substance, other waste, petroleum or
petroleum products into the Environment) could not reasonably be expected to have a Material
Adverse Effect. Each Credit Party and its Subsidiaries holds, or has submitted a good faith
application for all Environmental Permits (none of which have been terminated or denied) required
for any of its current operations or for any property owned, leased, or otherwise operated by it;
and is, and within the period of all applicable statutes of limitation has been, in compliance with
all of its Environmental Permits, except where the failure to comply with the matters set forth in
this sentence, in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.



     (j) No Default or Event of Default has occurred and is continuing. After giving effect to all
Qualifying Hedges outstanding or to be entered into on any date this representation is made, no
Present Value Deficiency exists and no Default or Event of Default would result therefrom.



     (k) As of the date hereof only, after giving effect to the Credit Documents and each
transaction thereunder (including each Hedge), each Credit Party, individually and together with
its Subsidiaries, is Solvent.



     (l) As of the date hereof only, none of the reports, financial statements, certificates or
other written information furnished by or on behalf of any Credit Party to any Agent or any Bank on
or prior to the date hereof (as modified or supplemented by other information so furnished on or
prior to the date hereof), taken as a whole, contains any material misstatement of fact or omits to
state any material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not materially misleading, provided that, with respect to any
projected financial information, the Credit Parties represent only that such information was
prepared in good faith based upon assumptions believed by the Credit Parties to be reasonable at
the time (it being recognized, however, that projections as to future events are not to be viewed
as facts and that the actual results during the period or periods covered by any projections may
materially differ from the projected results). None of the reports, financial statements,
certificates or other written information furnished by or on behalf of any Credit Party to any
Agent or any Bank after the date hereof (as modified or supplemented by other information so
furnished after the date hereof), taken as a whole, contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not materially misleading.



     (m) Except as set out in the most recent certificate delivered pursuant to Section 3.1(g) or
2.6(a)(iv), each Credit Party and its Subsidiaries has good and defensible title to its material
Oil and Gas Properties, free and clear of all Liens except Liens not prohibited by Section 5.2(a).
As used in this Agreement, “good and defensible title” to Oil and Gas Properties shall be based on
the standard that a prudent Person engaged in the business of ownership, development and operation
of Oil and Gas Properties where such Oil and Gas Properties are located with knowledge of all of
the facts and their legal



35









 






bearing would be willing to accept as good and defensible title. Except as set forth in the
most recent certificate delivered pursuant to Section 3.1(g) or 2.6(a)(iv), subject to the Liens
not prohibited by Section 5.2(a) and subject to permitted sales under this Agreement, the Credit
Parties own the net interests in production attributable to the Hydrocarbon Interests reflected in
the most recently delivered Engineering Report in all material respects and the ownership of such
Properties shall not in any material respect obligate (other than obligations entered into in the
ordinary course of business) any Credit Party or any Subsidiary to bear the costs and expenses
relating to the maintenance, development and operation of any such Property in an amount in excess
of the working interest of such Property set forth in the most recently delivered Engineering
Report. All factual information contained in the most recently delivered Engineering Report is
true and correct in all material respects as of the date of such Engineering Report.



     (n) All leases and agreements necessary for the conduct of the business of each Credit Party
and its Subsidiaries are valid and subsisting and in full force and effect and there exists no
default that if not cured could lead to a right to terminate or event or circumstance which with
the giving of notice or the passage of time or both would give rise to such a default under any
such lease or agreement, except in either case as would not reasonably be expected to have a
Material Adverse Effect.



     (o) The rights, Properties and other assets presently owned, leased or licensed by each Credit
Party and its Subsidiaries including all easements and rights of way, include all rights,
Properties and other assets necessary to permit each Credit Party and its Subsidiaries to conduct
their business in all material respects in the same manner as their business has been conducted
prior to the Effective Date.



     (p) All of the assets and Properties of each Credit Party and its Subsidiaries which are
reasonably necessary for the operation of their business are in good working condition for their
current use and are maintained in accordance with business standards of a reasonably prudent
operator where such assets and Properties are located, except in either case as would not
reasonably be expected to have a Material Adverse Effect.



     (q) Each representation made by the Counterparty in a Hedge Document was true and correct in
all material respects at the time made.



     (r) The Counterparty has delivered to each Bank a copy of each executed amendment, waiver or
modification of, and each consent pertaining to, this Agreement or any Security Document.



ARTICLE V




COVENANTS OF THE CREDIT PARTIES




     SECTION 5.1 Affirmative Covenants. So long as any Qualifying Hedge or any obligation
to make any payment or delivery under any Qualifying Hedge shall remain outstanding, each Credit
Party will, unless the Required Banks shall otherwise consent in writing:



     (a) Compliance with Laws, Etc. Comply, and cause each of its Material Subsidiaries to
comply, with all applicable laws, rules, regulations and orders, including ERISA and all
Environmental Laws, such compliance to include, without limitation, the payment and discharge
before the same become delinquent of all taxes, assessments and governmental charges or levies
imposed upon it or any of its Material Subsidiaries or upon any of its property or any property of
any of its Material Subsidiaries, and all lawful claims which, if unpaid, would become a Lien upon
any property of it or any of its Material Subsidiaries (except where failure to comply could not
reasonably be expected to have a Material Adverse Effect); provided that no Credit Party
nor any Subsidiary of a Credit Party shall be required to pay any such tax, assessment, charge,
levy or claim which is being contested in good faith and by proper



36









 






proceedings and with respect to which reserves in conformity with GAAP, if required by GAAP,
have been provided on the books of such Credit Party or such Subsidiary, as the case may be.



     (b) Reporting Requirements. Furnish to the Administrative Agent (in the case of
clauses (i) through (ix) and clause (xii) of this Section 5.1(b)), to the Computation Agent (in the
case of clause (x) of this Section 5.1(b)), to the Collateral Agent (in the case of clause (xi) of
this Section 5.1(b)) and to the PV Determination Agent (in the case of clause (xiii) of this
Section 5.1(b)):



          (i) as soon as possible and in any event within five Business Days after an Authorized Officer
of such Credit Party obtains knowledge of the occurrence of any Default or Event of Default,
continuing on the date of such statement, a statement of an Authorized Financial Officer of such
Credit Party setting forth the details of such Default or Event of Default and the actions, if any,
which such Credit Party has taken and proposes to take with respect thereto;




          (ii) in the case of the Counterparty, as soon as available and in any event not later than 60
days after the end of each of the first three Fiscal Quarters of each Fiscal Year of the
Counterparty, (1) the unaudited combined balance sheet of the Credit Party Entities as of the end
of such Fiscal Quarter and the unaudited combined statements of income and cash flows of the Credit
Party Entities for the period commencing at the end of the previous year and ending with the end of
such Fiscal Quarter, all in reasonable detail and duly certified by an Authorized Financial Officer
of the Counterparty as fairly presenting in all material respects the combined financial condition
of the Credit Party Entities as of the end of such Fiscal Quarter and the combined results of
operations of the Credit Party Entities for such period and (2) a certificate of an Authorized
Financial Officer of the Counterparty stating that he has no knowledge that a Default or Event of
Default has occurred and is continuing or, if a Default or Event of Default has occurred and is
continuing, a statement as to the nature thereof and the action, if any, which the Counterparty
proposes to take with respect thereto;




          (iii) in the case of the Counterparty, as soon as available and in any event not later than
105 days after the end of each Fiscal Year of the Counterparty, (1) the unaudited combined balance
sheet of the Credit Party Entities as of the end of such Fiscal Year and the unaudited combined
statements of income and cash flows of the Credit Party Entities for such Fiscal Year, in each case
prepared in accordance with GAAP and duly certified by an Authorized Financial Officer of such
Credit Party as fairly presenting in all material respects the combined financial condition of the
Credit Party Entities as of the end of such Fiscal Year and the combined results of operations of
the Credit Party Entities for such Fiscal Year and (2) a certificate of an Authorized Financial
Officer of the Counterparty stating that he has no knowledge that a Default or Event of Default has
occurred and is continuing, or if a Default or Event of Default has occurred and is continuing, a
statement as to the nature thereof, and the action, if any, which the Counterparty proposes to take
with respect thereto;




          (iv) such other information (other than projections) respecting the business or properties, or
the condition or operations, financial or otherwise, of such Credit Party or any of its
Subsidiaries as any Bank through the Administrative Agent may from time to time reasonably request;




          (v) promptly after the sending or filing thereof, copies of all final reports and final
registration statements which such Credit Party or any Subsidiary of such Credit Party files with
the Securities and Exchange Commission or any national securities exchange; provided that,
if such reports and registration statements are readily available on-line through EDGAR, such
Credit Party or Subsidiary shall not be obligated to furnish copies thereof;




          (vi) as soon as possible and in any event within 30 Business Days after such Credit Party or
any Subsidiary or ERISA Affiliate of such Credit Party knows or has reason to know that any




37









 






Termination Event (ERISA) with respect to any Plan has occurred or is reasonably expected to
occur that could reasonably be expected to have a Material Adverse Effect, a statement of an
Authorized Financial Officer of such Credit Party describing such Termination Event (ERISA) and the
action, if any, which such Credit Party proposes to take with respect thereto;




          (vii) promptly and in any event within 25 Business Days after receipt thereof by such Credit
Party or any ERISA Affiliate of such Credit Party, copies of each notice received by such Credit
Party or any ERISA Affiliate of such Credit Party from the PBGC stating its intention to terminate
any Plan or to have a trustee appointed to administer any Plan;




          (viii) promptly and in any event within 25 Business Days after receipt thereof by such Credit
Party or any ERISA Affiliate of such Credit Party from the sponsor of a Multiemployer Plan, a copy
of each notice received by such Credit Party or any ERISA Affiliate of such Credit Party concerning
(A) the imposition of a Withdrawal Liability by a Multiemployer Plan, (B) the determination that a
Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of
ERISA, (C) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or (D)
the amount of liability incurred, or expected to be incurred, by such Credit Party or any ERISA
Affiliate of such Credit Party in connection with any event described in clause (A), (B) or (C)
above that, in the aggregate, could reasonably be expected to have a Material Adverse Effect;




          (ix) within five Business Days after the occurrence of any event that would permit the
Required Banks to initiate an Unscheduled Redetermination pursuant to Section 2.6(e)(ii)(1) or
Section 2.6(e)(ii)(2), (a) notice of such event and (b) if such event was a Transfer referred to in
Section 5.2(l), a certificate of an Authorized Officer of the Counterparty certifying that the
Credit Parties are in compliance with Section 5.2(l);




          (x) no later than 5:00 p.m. (central time) on each Business Day, (i) a report in the form of
Exhibit G setting forth (A) the Other Present Value Obligations Amount as of the close of such
Business Day, (B) as to each Qualifying Hedge, the information contemplated by Exhibit G as of the
close of such Business Day, other than the name of the Bank party thereto and (C) the aggregate
amount referred to in clause (ii) of the definition herein of Aggregate Net MTM Exposure as of the
close of such Business Day and (ii) a report setting forth, as to each Hedge referred to in Section
5.2(c)(i)(b) or 5.2(c)(i)(c), all of the terms thereof and all amounts owed thereunder as of the
close of such Business Day;




          (xi) no later than 5:00 p.m. (central time) on each Business Day, a report in the form of
Exhibit L, identifying for each Qualifying Hedge in effect as of the close of such Business Day the
name of the Bank that is (or a Designated Affiliate of which is) a party thereto;




          (xii) within five Business Days after any disposition of Proved Reserves by a Credit Party to
a Subsidiary of a Credit Party, if the sum of (a) the fair market value of such Proved Reserves
plus (b) the fair market value of all other Proved Reserves disposed by a Credit Party to a
Subsidiary of a Credit Party since the most recent Redetermination Date (or the Effective Date, if
the first Redetermination Date has not occurred) would equal or exceed $100 million, a brief
description of such disposition; and




          (xiii) immediately upon any Hedge becoming an Early Termination Hedge, notice of such event
and a copy of such Hedge.




     (c) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to
maintain, insurance with responsible and reputable insurance companies or associations in such
amounts and



38









 






covering such risks as is usually carried by companies engaged in similar businesses and
owning similar properties in the same general areas in which such Credit Party or such Subsidiaries
operate; provided that such Credit Party or any such Subsidiary may self-insure to the
extent and in the manner normal for companies of like size, type and financial condition,
provided further that any insurance required by this Section 5.1(c) may be maintained by
TWC on behalf of the Credit Parties and their Subsidiaries.



     (d) Preservation of Existence, Etc. Preserve and maintain, and cause each of its
Material Subsidiaries to preserve and maintain, its existence as a corporation or other Business
Entity, rights and franchises in the jurisdiction of its incorporation or formation, and qualify
and remain qualified, and cause each Material Subsidiary to qualify and remain qualified, as a
foreign entity in each jurisdiction in which qualification is necessary or desirable in view of its
business and operations or the ownership of its properties, except (i) in the case of any Material
Subsidiary of such Credit Party (other than another Credit Party), where the failure of such
Material Subsidiary to so maintain its existence could not reasonably be expected to have a
Material Adverse Effect, (ii) where the failure to preserve and maintain such rights and franchises
(other than existence) or to so qualify and remain qualified could not reasonably be expected to
have a Material Adverse Effect, and (iii) such Credit Party and its Material Subsidiaries may
consummate any merger or consolidation permitted pursuant to Section 5.2(d) and other dispositions
permitted hereunder.



     (e) Oil and Gas Properties. Each Credit Party will and will cause each of its
Subsidiaries to, at its own expense, (i) operate, and cause each of its Subsidiaries to operate,
its Oil and Gas Properties or cause such Oil and Gas Properties to be operated in accordance with
such Credit Party’s or its Subsidiaries’, as the case may be, practices on the Effective Date or in
accordance with the practices of the industry and in compliance with all applicable contracts and
agreements and in compliance in all respects with all requirements of any Governmental Authority,
except where the failure to do so could not reasonably be expected to result in a Material Adverse
Effect; and (ii) do or cause to be done all things reasonably necessary to preserve and keep in
good repair and working order (ordinary wear and tear excepted) all of its Oil and Gas Properties
and other material Properties including all equipment, machinery and facilities, except to the
extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically
reasonable amounts or where the failure to do so could not reasonably be expected to result in a
Material Adverse Effect. Each Credit Party will and will cause each of its Subsidiaries to
promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and
discharged, all delay rentals accruing under the leases or other agreements affecting or pertaining
to its Oil and Gas Properties, except where the failure to do so could not reasonably be expected
to result in a Material Adverse Effect, (ii) perform or make reasonable and customary efforts to
cause to be performed the obligations required by each and all of the assignments, deeds, leases,
sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and
other material Properties, except where the failure to do so could not reasonably be expected to
result in a Material Adverse Effect, (iii) do all other things necessary to keep unimpaired, except
for Liens not prohibited by Section 5.2(a), its rights with respect thereto and prevent any
forfeiture thereof or a default thereunder, except where the failure to do so could not reasonably
be expected to result in a Material Adverse Effect and (iv) maintain all rights of way, easements,
grants, privileges, licenses, certificates, and permits necessary for the use of any Oil and Gas
Property, the failure of which to maintain could reasonably be expected to result in a Material
Adverse Effect.



     (f) Inspection Rights. Permit, and cause each of its Material Subsidiaries to permit,
any representatives designated by the Administrative Agent or the Required Banks, upon reasonable
prior notice, at the Banks’ expense (with each Bank to pay its Ratable Portion of such expense) so
long as no Event of Default exists and no Present Value Deficiency exists and at the Counterparty’s
expense during the continuance of an Event of Default or a Present Value Deficiency, to visit and
inspect the properties of such Credit Party or any Material Subsidiary of such Credit Party with an
Authorized Officer of a



39









 






Credit Party present, to examine and make extracts from its books and records, and to discuss
its affairs, finances and condition with its officers, all at such reasonable times and as often as
reasonably requested but no more frequently than quarterly so long as no Event of Default exists
and no Present Value Deficiency exists.



     (g) Payment of Obligations. Pay, and cause each of its Material Subsidiaries to pay,
before the same shall become delinquent or in default, all obligations that, if not paid, could
reasonably be expected to have a Material Adverse Effect, except where (a) the validity or amount
thereof is being contested in good faith by appropriate proceedings and (b) such Credit Party or
such Subsidiary has set aside on its books adequate reserves with respect thereto in accordance
with GAAP.



     (h) Books and Records. Keep, and cause each of its Subsidiaries to keep, books of
record and account in accordance with GAAP.



     SECTION 5.2 Negative Covenants. So long as any Qualifying Hedge or any obligation to
make any payment or delivery under any Qualifying Hedge shall remain outstanding, no Credit Party
will, without the written consent of the Required Banks (it being understood that each of the
permitted exceptions to each of the covenants in this Section 5.2 is in addition to, and not
overlapping with, any other of such permitted exceptions to such covenant, except to the extent
expressly provided therein):



     (a) Liens, Etc. Create, assume, incur or suffer to exist, or permit any of its
Subsidiaries (other than Non-Recourse Subsidiaries) to create, assume, incur or suffer to exist,
any Lien on or in respect of any of its property, whether now owned or hereafter acquired, in each
case to secure or provide for the payment of any Debt or Specified Obligation; provided
that notwithstanding the foregoing, the Credit Parties or any of their Subsidiaries may create,
incur, assume or suffer to exist General Permitted Liens securing obligations of any Person and
Limited Permitted Liens.



     (b) Other Obligations. Create, incur, assume or permit to exist, or permit any of its
Subsidiaries to create, incur, assume or permit to exist, any Other Present Value Obligation if,
after giving effect thereto, the Other Present Value Obligations Amount would exceed $250,000,000.



     (c) Hedges. Enter into, or permit any Subsidiary to, enter into (i) any Hedge, except
(a) Qualifying Hedges, (b) Permitted Hedges and (c) Hedges entered into in the ordinary course of
business in order to effectively cap, collar or exchange interest rates (from fixed to floating
rates, from one floating rate to another floating rate or otherwise) with respect to any
interest-bearing liability or investment of such Credit Party or any Subsidiary, (ii) any Hedge
against any change in the price of natural gas if after giving effect to such Hedge, more than 70%
(on a volumetric basis) of Forecasted Annual Production of natural gas for the year in which such
Hedge is entered into or for any of the three subsequent calendar years would be covered by Hedges
to which any Credit Party Entity is a party, or (iii) any Hedge against any change in the price of
oil if after giving effect to such Hedge, more than 70% (on a volumetric basis) of Forecasted
Annual Production of oil for the year in which such Hedge is entered into or for any of the three
subsequent calendar years would be covered by Hedges to which any Credit Party Entity is a party.
For purposes of any Collar, the volume hedged will be the notional volume of the put that
constitutes a portion of such Collar, and the call that constitutes a portion of such Collar shall
not be taken into account. Until the delivery of the first December 31 Engineering Report
delivered after the Effective Date, the Forecasted Annual Production for oil and natural gas shall
be as follows for the following years:




40










 




	 	 	 	 	 	 	 	 	 
	Year	 	Oil	 	Natural Gas
	 
	 	 	 	 	 	 	 	 
	2007
	 	0.753 MBO/day	 	841 MMcf/day
	 
	 	 	 	 	 	 	 	 
	2008
	 	0.866 MBO/day	 	914 MMcf/day
	 
	 	 	 	 	 	 	 	 
	2009
	 	0.713 MBO/day	 	774 MMcf/day
	 
	 	 	 	 	 	 	 	 
	2010
	 	0.559 MBO/day	 	634 MMcf/day






     (d) Merger and Sale of Assets. Merge or consolidate with or into any other Person, or
sell, lease or otherwise transfer all or substantially all of its assets, except that this Section
5.2(d) shall not prohibit any merger or consolidation (i) by any Credit Party with any Person that
is not a Credit Party, if (A) such Credit Party is the surviving entity, (B) at the time of such
merger or consolidation, no Event of Default exists and no Present Value Deficiency exists and (C)
immediately after giving effect thereto, no Event of Default would exist and no Pro Forma Present
Value Deficiency would result or (ii) by any Credit Party with the other Credit Party, if (A) the
Counterparty is the surviving entity, (B) at the time of such merger or consolidation, no Event of
Default exists and no Present Value Deficiency exists and (C) immediately after giving effect
thereto, no Event of Default would exist and no Pro Forma Present Value Deficiency would result.



     (e) Agreements to Restrict Certain Transfers. Enter into or suffer to exist, or
permit any of its Subsidiaries to enter into or suffer to exist, any consensual encumbrance or
consensual restriction on its ability or the ability of any of its Subsidiaries (i) to pay,
directly or indirectly, dividends or make any other distributions in respect of its Equity
Interests or pay any Debt or other obligation owed, in any case, to a Credit Party or to any
Subsidiary of any Credit Party or (ii) to make loans or advances to a Credit Party or any
Subsidiary thereof, except (1) encumbrances and restrictions on any Subsidiary that is not a
Material Subsidiary, (2) those encumbrances and restrictions existing on May 3, 2004, and other
customary encumbrances and restrictions existing after May 3, 2004 that are not more restrictive in
any material respect, taken as a whole, than the encumbrances and restrictions existing on May 3,
2004 (provided that the application of any such restrictions and encumbrances to additional
Subsidiaries not subject thereto on May 3, 2004 shall not be deemed to make such restrictions and
encumbrances more restrictive), (3) encumbrances or restrictions on any Non-Recourse Subsidiary,
including those arising in connection with Non-Recourse Debt, (4) encumbrances or restrictions
existing under or by reason of (a) applicable law (including rules, regulations and agreements with
regulatory authorities), (b) any agreement or instrument in effect at the time a Person is acquired
by a Credit Party or any Subsidiary of a Credit Party, so long as such agreement was not entered
into in contemplation of such acquisition, (c) any agreement for the sale or other disposition of a
Subsidiary of a Credit Party that restricts distributions by that Subsidiary pending its sale or
other disposition or (d) provisions with respect to distributions of assets or property in joint
venture agreements, asset sale agreements, stock sale agreements and other similar agreements;
provided that such encumbrances or restrictions apply only to the assets or property
subject to such joint venture, asset sale, stock sale or similar agreement or to the assets or
property being sold, as the case may be, and (5) encumbrances or restrictions existing under or by
reason of Limited Permitted Liens or General Permitted Liens securing debt otherwise permitted to
be incurred under this Section 5.2 that limit the right of the debtor to dispose of the assets
subject to such Limited Permitted Liens or General Permitted Liens.



     (f) Contingent Obligations. Create, incur, assume or permit to exist, or permit any
of its Subsidiaries to create, incur, assume or permit to exist, any Contingent Obligation, except
(i) Other



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Present Value Obligations permitted by Section 5.2(b), (ii) Hedges permitted by Section
5.2(c), (iii) Contingent Obligations created by the Credit Documents, (iv) Contingent Obligations
incurred in the ordinary course of business, (v) Contingent Obligations with respect to Other
Present Value Obligations or letters of credit backing any Qualifying Hedge and (vi) Contingent
Obligations that are, in the aggregate, not material to the Credit Parties and their Subsidiaries,
taken as a whole.



     (g) Compliance with ERISA. (i) Terminate, or permit any ERISA Affiliate of such
Credit Party to terminate, any Plan so as to result in any material liability of such Credit Party,
any Material Subsidiary of such Credit Party or any such ERISA Affiliate to the PBGC, if such
material liability of such ERISA Affiliate could reasonably be expected to have a Material Adverse
Effect or (ii) permit to occur any Termination Event (ERISA) with respect to a Plan that would have
a Material Adverse Effect.



     (h) Transactions with Related Parties. Make any sale to, make any purchase from,
extend credit to, make payment for services rendered by, or enter into any other transaction with,
or permit any Subsidiary of such Credit Party to 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
Related Party of such Credit Party or of such Subsidiary, unless as a whole such sales, purchases,
extensions of credit, rendition of services and other 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 such Credit Party or such Subsidiary in
the good faith judgment of such Credit Party; provided that the following items will not be
deemed to be subject to the provisions of this Section 5.2(h): (i) declaring or paying any
dividend or distribution or purchasing, redeeming, retiring, defeasing or otherwise acquiring for
value any Equity Interests, in each case not otherwise prohibited hereunder, (ii) any agreement,
instrument or arrangement as in effect on the date hereof or any amendment thereto or any
transaction contemplated thereby (including pursuant to any amendment thereto) or in any
replacement agreement thereto so long as any such amendment or replacement agreement is not more
disadvantageous to the Banks in any material respect than the original agreement as in effect on
the date hereof as determined in good faith by an Authorized Financial Officer of such Credit
Party, (iii) (a) corporate sharing agreements among a Credit Party and its Subsidiaries with
respect to tax sharing and general overhead and other administrative matters and (b) any other
intercompany arrangements disclosed or described in TWC’s report on Form 10-K for the year ended
December 31, 2005 (including the exhibits attached to each), all as in effect on December 31, 2005,
and any amendment or replacement of any of the foregoing so long as such amendment or replacement
agreement is not less advantageous to any Credit Party thereto in any material respect than the
agreement so amended or replaced, as such agreement was in effect on December 31, 2005, (iv) any
transaction wholly between the Counterparty and WPC or (v) the Bargath Asset Transfer.



     (i) Restricted Payments. (i) Declare or pay any dividends (other than in common stock
of such Credit Party), purchase, redeem, retire, defease or otherwise acquire for value any of its
Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or
members (or the equivalent Persons thereof) as such, make any other distribution of assets, Equity
Interests, obligations or securities to its stockholders, partners or members (or the equivalent
Persons thereof) as such, or (ii) permit any of its Subsidiaries to purchase, redeem, retire,
defease or otherwise acquire for value any Equity Interests in any Credit Party (any action
described in clause (i) or (ii) of this sentence being a “Restricted Payment”), except (x)
cash dividends paid to a parent of a Credit Party to the extent necessary to permit such parent to
pay any taxes that are due and payable by the Credit Party Entities as part of a consolidated
group, (y) any Restricted Payment made if no Present Value Deficiency shall exist and no Event of
Default shall have occurred and be continuing at the time of such Restricted Payment and no Pro
Forma Present Value Deficiency or Event of Default would result therefrom and (z) cash dividends
paid to a Credit Party Entity.



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     (j) Sale and Leaseback Transactions. Enter into, or permit any of its Subsidiaries to
enter into, any Sale and Leaseback Transaction, if after giving effect thereto the sum of (i) the
aggregate amount of all Attributable Obligations of such Credit Party and its Subsidiaries plus
(ii) the aggregate amount of all obligations of such Credit Party and its Subsidiaries secured by
any Lien referred to in paragraph (k) of Schedule V would exceed $40,000,000.



     (k) Change of Business. Enter into, or permit any of its Subsidiaries to enter into,
any business except for those businesses in which the Credit Party Entities are engaged on the
Effective Date or that are reasonably related or incidental thereto.



     (l) Sale of Oil and Gas Properties. Except for (i) Hydrocarbons sold in the ordinary
course of business as and when produced, (ii) Hydrocarbon Interests transferred in the ordinary
course of business to Persons that are neither a Credit Party Entity nor TWC nor an Affiliate of
either a Credit Party Entity or TWC and (iii) Permitted Dispositions, sell, assign, transfer,
dispose, farm-out or convey, directly or indirectly, by way of merger or sale of Equity Interests
in a Subsidiary or otherwise (“Transfer”), or permit any Subsidiary to do so, any interest
in any of its Oil and Gas Properties, unless no Present Value Deficiency exists and no Event of
Default shall have occurred and be continuing at the time thereof and no Pro Forma Present Value
Deficiency or Event of Default would result therefrom.



ARTICLE VI




EVENTS OF DEFAULT; CERTAIN REMEDIES




     SECTION 6.1 Events of Default. Subject to Section 6.2, if any of the following
events (“Events of Default”) shall occur and be continuing:



     (a) Any Credit Party (i) shall fail to comply with Section 2.7 when required by Section 2.7 or
shall fail to comply with Section 6.2 when required by Section 6.2, (ii) shall fail to make any
payment or, except with respect to Gas Transactions, delivery when required by any Qualifying
Hedge, or (iii) shall fail to pay any interest, fee or other amount (other than any amount referred
to in clause (i) or (ii) of this Section 6.1(a)) presented in writing to be paid by it hereunder or
under any Credit Document to which it is a party within ten days after the same becomes due and
payable; or



     (b) Any certification, representation or warranty made by any Credit Party herein or in any
other Credit Document or by any Credit Party (or any Authorized Officer of any Credit Party) in
writing under or in connection with this Agreement or any other Credit Document or any instrument
executed in connection herewith shall prove to have been incorrect in any material respect when
made or deemed made; or



     (c) Any Credit Party shall fail to perform or observe (i) any term, covenant or agreement
contained in this Agreement (other than a term, covenant or agreement contained in Section 2.7 or
Section 5.2) or any other Credit Document (other than a Qualifying Hedge or a Subordination
Agreement) on its part to be performed or observed and such failure shall continue for 30 days
after the earlier of the date notice thereof shall have been given to the Counterparty by the
Administrative Agent or any Bank or the date an Authorized Officer of such Credit Party shall have
knowledge of such failure or (ii) any term, covenant or agreement contained in Section 5.2; or



     (d) Any Credit Party or any Subsidiary of any Credit Party (other than a Non-Recourse
Subsidiary) shall fail to pay any principal of or premium or interest on any Debt which is
outstanding in a principal amount of at least $50,000,000 in the aggregate of such Credit Party or
any Subsidiary of such Credit Party (as the case may be) (other than a Non-Recourse Subsidiary),
when the same becomes due



43









 







and payable (whether by scheduled maturity, required prepayment, acceleration, demand or
otherwise), and such failure shall continue after the applicable grace period, if any, specified in
the agreement or instrument relating to such Debt; or any such Debt shall be accelerated; or



     (e) Any Credit Party or any Material Subsidiary of any Credit Party shall generally not pay
its debts as such debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall
be instituted by or against any Credit Party or any Material Subsidiary of any Credit Party seeking
to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of
an order for relief or the appointment of a receiver, trustee, or other similar official for it or
for any substantial part of its property and, in the case of any such proceeding instituted against
it (but not instituted by it), shall remain undismissed or unstayed for a period of 60 days; or any
Credit Party or any Material Subsidiary of any Credit Party shall take any action to authorize any
of the actions set forth above in this subsection (e) (for the avoidance of doubt, Non-Recourse
Subsidiaries are not subject to this clause (e)); or



     (f) One or more judgments or orders for the payment of money in excess of $50,000,000 in the
aggregate (to the extent not paid or to the extent not covered by insurance or indemnities that the
Counterparty, in its reasonable good faith judgment, believes will be paid when due by the parties
providing such indemnities or insurance) shall be rendered against any Credit Party or any Material
Subsidiary of any Credit Party and remain unsatisfied and either (i) enforcement proceedings shall
have been commenced by any creditor upon such judgment or order or (ii) there shall be any period
of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect (for the avoidance of doubt, Non-Recourse
Subsidiaries are not subject to this clause (f)); or



     (g) Any Termination Event (ERISA) with respect to a Plan shall have occurred and, 30 days
after notice thereof shall have been given to the Counterparty by the Administrative Agent, (i)
such Termination Event (ERISA) shall still exist and (ii) the sum (determined as of the date of
occurrence of such Termination Event (ERISA)) of the Insufficiency of such Plan and the
Insufficiency of any and all other Plans with respect to which a Termination Event (ERISA) shall
have occurred and then exist (or in the case of a Plan with respect to which a Termination Event
(ERISA) described in clause (ii) of the definition herein of Termination Event (ERISA) shall have
occurred and then exist, the liability related thereto) is equal to or greater than $125,000,000;
or



     (h) Any Credit Party or any Subsidiary or ERISA Affiliate of any Credit Party shall have been
notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such
Multiemployer Plan in an amount which, when aggregated with all other amounts required to be paid
to Multiemployer Plans in connection with Withdrawal Liabilities (determined as of the date of such
notification), exceeds $125,000,000 in the aggregate; or



     (i) Any Credit Party or any Subsidiary or ERISA Affiliate of any Credit Party shall have been
notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization
or is being terminated, within the meaning of Title IV of ERISA, if as a result of such
reorganization or termination the aggregate annual contributions of the Credit Parties and their
respective ERISA Affiliates to all Multiemployer Plans which are then in reorganization or being
terminated have been or will be increased over the amounts contributed to such Multiemployer Plans
for the respective plan years which include the Effective Date by an amount exceeding $125,000,000;
or



44









 





     (j) The guarantee given by the Guarantor pursuant to Article IX for any reason is not a legal,
valid, binding and enforceable obligation of the Guarantor or any Credit Party shall so state in
writing; or



     (k) A Change of Control Event shall occur; or



     (l) Any TWC Default shall occur; or



     (m) Any party to a Subordination Agreement (other than the Administrative Agent) shall fail to
perform or observe any term, covenant or agreement contained in such Subordination Agreement on its
part to be performed or observed (provided that a five Business Day grace period shall
apply to breaches of Section 1.6 of any Subordination Agreement, the last sentence of Section 1.11
of any Subordination Agreement and Section 4.1 of any Subordination Agreement); or



     (n) Any Subordination Agreement for any reason is not a legal, valid, binding and enforceable
obligation of any party thereto (other than the Administrative Agent) or any such party shall so
state in writing;



then, and in any such event, (1) each Bank shall have the right to terminate all (but not less than
all) of the Qualifying Hedges to which it is a party (which, for avoidance of doubt, includes,
without limitation, any Qualifying Hedge to which any of its Designated Affiliates is a party) and
shall have all other rights and remedies provided by the Hedge Documents to which it is a party, by
law or otherwise, (2) as of the Business Day specified by notice to the Counterparty given by the
Administrative Agent at the request of the Required Banks, all Qualifying Hedges shall be deemed
terminated in accordance with Section 6(a) of each ISDA Master Agreement, (3) each Bank will, so
long as it has actual knowledge of the continuance of such event, pay directly to the Collateral
Agent for deposit into the Collateral Account all payments under any Qualifying Hedge that would
otherwise be paid to the Counterparty, and such payments will be made without exercise of any
offset, defense or counterclaim (except that a Bank may net payments owed under any Qualifying
Hedge to which it is a party against payments owed under any other Qualifying Hedge to which it is
a party and may net payments under the same Qualifying Hedge) and (4) the Administrative Agent
while such event exists shall at the request, or may with the consent, of the Required Banks, by
notice to the Counterparty, declare all amounts payable by any Credit Party under this Agreement
and any other Credit Document to be forthwith due and payable, whereupon all such amounts shall
become and be forthwith due and payable, without requirement of any presentment, demand, protest,
notice of intent to accelerate, further notice of acceleration or other further notice of any kind
(other than the notice expressly provided for above), all of which are hereby expressly waived by
the Credit Parties; provided, however, that in the event of any Event of Default
described in Section 6.1(e), all such amounts (other than amounts payable under any Hedge Document)
shall automatically become and be due and payable, without presentment, demand, protest, notice of
intent to accelerate, notice of acceleration or any other notice of any kind, all of which are
hereby expressly waived by the Credit Parties.



     SECTION 6.2 Abatement of Certain Defaults. Notwithstanding Section 6.1, if (i) any
event (other than an event referred to in Section 6.1(a) or 6.1(e)) occurs that would constitute an
Event of Default, (ii) within one Business Day of such occurrence, the Counterparty delivers to the
Collateral Agent, for deposit into the Collateral Account, Acceptable Credit Support in an amount
sufficient to cause the aggregate amount of all Acceptable Credit Support in the Collateral Account
to be equal to the aggregate of the net MTM Exposure of each Bank for the day of such occurrence
for all Qualifying Hedges to which such Bank is a party (determined separately for each Bank and
then aggregated, but excluding any Bank as to which such net MTM Exposure is negative), and (iii)
on each subsequent Business Day so long as such occurrence continues, the Counterparty delivers to
the Collateral Agent, for deposit into the Collateral Account, Acceptable Credit Support in an
amount, if any, sufficient to cause the aggregate amount of all Acceptable Credit Support in the
Collateral Account to be equal to the



45









 







aggregate of the net MTM Exposure of each Bank for the immediately preceding Business Day for
all Qualifying Hedges to which such Bank is a party (determined separately for each Bank and then
aggregated, but excluding any Bank as to which such net MTM Exposure is negative), then (I) such
event shall not constitute an Event of Default hereunder or under any other Credit Document, except
such event shall constitute an “Event of Default” as such term is used in Sections 2.7, 5.1(f),
5.2(d), 5.2(i), 5.2(l) and 8.4 and this Section 6.2, and (II) the rights and remedies that would
otherwise exist, in respect of such event, pursuant to clauses (1), (2) and (4) of Section 6.1
shall not be applicable so long as the Counterparty is in compliance with this Section 6.2,
provided that this clause (II) shall not apply to the extent any such event would
constitute an Event of Default as a result of a failure to comply with any of Sections 5.1(f),
5.2(d), 5.2(i), 5.2(l) or 8.4 at a time when another event constitutes an “Event of Default”, as
such term is used in such Section pursuant to the exception set forth in clause (I) of this
sentence. The Counterparty agrees to make the deliveries contemplated by clause (ii) of the
foregoing sentence and the deliveries contemplated by clause (iii) of the foregoing sentence, in
each case on the days contemplated therein.



     SECTION 6.3 Additional Remedies. Upon the occurrence and during the continuance of
any “Event of Default” (as defined in any Qualifying Hedge) with respect to the Counterparty, the
Bank party to such Qualifying Hedge shall have all rights and remedies provided therein.



ARTICLE VII




THE AGENTS




     SECTION 7.1 Agents’ Authorization and Action. Each of the Banks hereby appoints and
authorizes (i) the Administrative Agent to take such action as agent on its behalf and to exercise
such powers under this Agreement and the other Credit Documents as are delegated to the
Administrative Agent by the terms hereof and thereof, together with such powers as are reasonably
incidental thereto, (ii) the Computation Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the other Credit Documents as are delegated to the
Computation Agent by the terms hereof and thereof, together with such powers as are reasonably
incidental thereto, (iii) the Collateral Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement and the other Credit Documents as are delegated to the
Collateral Agent by the terms hereof and thereof, together with such powers as are reasonably
incidental thereto, and (iv) the PV Determination Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement and the other Credit Documents as are delegated to
the PV Determination Agent by the terms hereof and thereof, together with such powers as are
reasonably incidental thereto. As to any matters not expressly provided for by the Credit
Documents (including enforcement of the terms of this Agreement or collection of any amount) no
Agent shall be required to exercise any discretion or take any action, but shall be required to act
or to refrain from acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Required Banks, and such instructions shall be binding upon all Banks;
provided, however, that no Agent shall be required to take any action which exposes
such Agent to personal liability, is contrary to the Credit Documents or applicable law or is an
action within the power or authority of another Agent. Each Agent agrees to give to each Bank and
each of the other Agents prompt notice of each notice given to it, in its capacity as such Agent,
by any Credit Party pursuant to the terms of this Agreement (other than Section 5.1(b)(xi)) or any
other Credit Document. The Administrative Agent will promptly furnish to each Bank all items
furnished to the Administrative Agent pursuant to Section 5.1(b). The Computation Agent will
furnish to each Bank and the Counterparty by noon (central time) on the Business Day following each
day on which the Computation Agent receives a report from the Counterparty pursuant to Section
5.1(b)(x), a report (which report shall be as of the close of business of the same Business Day as
to which such report from the Counterparty pursuant to Section 5.1(b)(x) relates) in substantially
the form of Exhibit H, but will not be obligated to send to any Bank or Agent any



46









 





such report received from the Counterparty. The Collateral Agent (i) will promptly notify
each Bank if, based on the information contained in the most recent Computation Agent’s report in
substantially the form of Exhibit H, the information delivered pursuant to Section 5.1(b)(xi) and
the relevant S&P and Moody’s ratings, a Bank has not provided the Bank Credit Support required by
the ISDA Master Agreement to which such Bank is a party, which notice shall include the name of
such Bank, the Applicable Credit Support Threshold for such Bank, the amount of Bank Credit Support
so required and the amount of Bank Credit Support with respect to such Bank then held in the
Collateral Account, (ii) if, based on the information contained in the most recent Computation
Agent’s report in substantially the form of Exhibit H, a Present Value Deficiency exists, will
promptly notify each Bank that compliance with the second sentence of Section 2.7 is required as a
result of such Present Value Deficiency, (iii) if a notice pursuant to clause (ii) of this sentence
has been given and thereafter, based on the information contained in the most recent Computation
Agent’s report in substantially the form of Exhibit H, no Present Value Deficiency exists, will
promptly notify each Bank that such compliance is no longer required as a result of the Present
Value Deficiency that resulted in such notice (but without limiting any further requirement of
compliance with the second sentence of Section 2.7 if a Present Value Deficiency subsequently
exists), and (iv) will notify the Computation Agent no later than 5:00 p.m. (central time) on each
Business Day of the amount of Acceptable Credit Support then in the Collateral Account.



     SECTION 7.2 Agents’ Reliance, Etc. To the extent that the information
provided to the Computation Agent, in its capacity as the Computation Agent, with respect to any
Qualifying Hedge is sensitive market information, the Computation Agent agrees to use reasonable
business efforts to keep such information confidential and separate and apart from its personnel
(or personnel of its subsidiaries and other subsidiaries of the Computation Agent’s ultimate
parent) that are engaged in energy trading activities with any Credit Party, except as otherwise
provided in any Credit Document. Without limiting other actions that may constitute reasonable
business efforts, the Computation Agent will be deemed to have satisfied the requirements of the
preceding sentence to the extent it affords such information the same treatment as it affords other
similar information in similar circumstances. No Agent nor any director, officer, agent or
employee of any Agent shall be liable for any action taken or omitted to be taken by any of them or
under or in connection with this Agreement or any other Credit Document, except for its or their
own gross negligence or willful misconduct. Without limitation of the generality of the foregoing,
each Agent: (i) may consult with legal counsel (including counsel for any Credit Party),
accountants and other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants
or experts; (ii) makes no warranty or representation to any Bank or Agent and shall not be
responsible to any Bank or Agent for any statements, warranties or representations (whether written
or oral) made in or in connection with this Agreement or any other Credit Document; (iii) shall not
have any duty to ascertain or to inquire as to the title to any property or as to the satisfaction,
performance or observance of any of the terms, covenants or conditions of this Agreement or any
other Credit Document on the part of any Credit Party Entity or to inspect the property (including
the books and records) of any Credit Party Entity; (iv) shall not be responsible to any Bank or
Agent for the perfection, priority, existence, sufficiency or value of any security, security
interest, guaranty or insurance or for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Agreement, any other Credit Document or any other
instrument or document furnished pursuant hereto or thereto; (v) shall incur no liability under or
in respect of any Credit Document by acting upon any notice, consent, certificate or other
instrument or writing (which may be by telecopier, telegram, email, telex or otherwise) believed by
it in its reasonable judgment to be genuine and signed or sent by the proper party or parties; and
(vi) may treat a Bank as the obligee of any Obligation at any time owed to such Bank, until such
Agent receives a Transfer Agreement executed by such Bank and all other required parties. Without
limiting the generality of the foregoing, insofar as the Administrative Agent is concerned, each
Bank shall be deemed to have consented to, approved and accepted and to be satisfied with each
matter required under Section 3.1 of this Agreement, unless the officer of the Administrative Agent
responsible for the transactions contemplated by the Credit



47









 







Documents shall have received written notice from such Bank prior to such Bank entering into
any Qualifying Hedge specifying its objection thereto; provided that this sentence is
solely for the benefit of the Administrative Agent (and not any Credit Party) and shall not amend,
waive or otherwise modify Section 3.1, Section 6.1(b) or any other provision applicable to any
Credit Party.



     SECTION 7.3 Rights. With respect to its Qualifying Hedges, each of Citibank,
Citigroup Energy Inc. and Calyon New York shall have the same rights and powers under the Credit
Documents as any other Bank and may exercise the same as though it was not an Agent. Citibank,
Citigroup Energy Inc., Calyon New York and the respective affiliates of each may accept deposits
from, lend money to, act as trustee under indentures of, and generally engage in any kind of
business with, any Credit Party, any Person who may do business with or own, directly or
indirectly, securities of any Credit Party and any other Person, all as if Citibank, Citigroup
Energy Inc. and Calyon New York were not Agents, in each case without any duty to account therefor
to the Banks. In the event that Citibank or any of its affiliates shall be or become an indenture
trustee under the Trust Indenture Act of 1939 (as amended, the “Trust Indenture Act”) in
respect of any securities issued or guaranteed by any Credit Party, the parties hereto acknowledge
and agree that any payment or property received in satisfaction of or in respect of any Obligation
of such Credit Party hereunder or under any other Credit Document by or on behalf of Citibank (or
any of its affiliates) in its capacity as an Agent for the benefit of any Bank under any Credit
Document (other than Citibank or an affiliate of Citibank) and which is applied in accordance with
the Credit Documents shall be deemed to be exempt from the requirements of Section 311 of the Trust
Indenture Act pursuant to Section 311(b)(3) of the Trust Indenture Act.



     SECTION 7.4 Indemnification. Each Bank agrees to indemnify each Agent (to the extent
not reimbursed by the Credit Parties), from and against such Bank’s Ratable Portion of all claims,
damages, losses, liabilities, costs, fees and expenses (including reasonable fees and disbursements
of external counsel) of any kind or nature whatsoever which may be imposed on, incurred by, or
asserted against any Agent in any way relating to or arising out of this Agreement or any other
Credit Document or any action taken or omitted by any Agent under this Agreement or any other
Credit Document, including any of the foregoing incurred in connection with any action taken under
Section 5.1(f) (expressly including any such claim, damage, loss, liability, cost, fee or expense
attributable to the ordinary, sole or contributory negligence of such Agent, but excluding any such
claim, damage, loss, liability, cost, fee or expense attributable to the gross negligence or
willful misconduct of such Agent). It is the intent of the parties hereto that each Agent shall,
to the extent provided in this Section 7.4, be indemnified for its own ordinary, sole or
contributory negligence. Without limitation of the foregoing, each Bank agrees to reimburse each
Agent promptly upon demand for such Bank’s Ratable Portion of any out-of-pocket expenses (including
external counsel fees) incurred by such 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 or any other Credit Document to the extent that such Agent is not reimbursed for
such expenses by the Credit Parties.



     SECTION 7.5 Successor Agents. (a) The Administrative Agent may resign at any time
as Administrative Agent under this Agreement by giving written notice thereof to the Banks, the
other Agents and the Counterparty and may be removed at any time with or without cause by the
Required Banks. Upon any such resignation or removal, the Required Banks shall have the right to
appoint, with the consent of the Counterparty (which consent shall not be unreasonably withheld and
shall not be required if an Event of Default under Section 6.1(a) or 6.1(e) exists), a successor
Administrative Agent, which shall be a Bank or a Designated Affiliate of a Bank. If no successor
Administrative Agent shall have been so appointed by the Required Banks with such consent (if
required), and shall have accepted such appointment, within 30 days after the retiring
Administrative Agent’s giving of notice of resignation or the Required Banks’ removal of the
retiring Administrative Agent, then the retiring Administrative



48









 







Agent may, on behalf of the Banks, appoint a successor Administrative Agent, which shall be a
Bank that is a commercial bank organized under the laws of the United States of America or of any
State thereof and having a combined capital and surplus of at least $500,000,000 or a Designated
Affiliate of a Bank. Upon the acceptance of any appointment as Administrative Agent under this
Agreement by a successor Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent and shall function as the Administrative Agent under this Agreement, and the
retiring Administrative Agent shall be discharged from its duties and obligations as Administrative
Agent under this Agreement. After any retiring Administrative Agent’s resignation or removal
hereunder as Administrative Agent, the provisions of this Article VII 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.



     (b) The Computation Agent may resign at any time as Computation Agent under this Agreement by
giving written notice thereof to the Banks, the other Agents and the Counterparty and may be
removed at any time with or without cause by the Required Banks. Upon any such resignation or
removal, the Required Banks shall have the right to appoint, with the consent of the Counterparty
(which consent shall not be unreasonably withheld and shall not be required if an Event of Default
under Section 6.1(a) or 6.1(e) exists), a successor Computation Agent, which shall be a Bank or a
Designated Affiliate of a Bank. If no successor Computation Agent shall have been so appointed by
the Required Banks with such consent (if required), and shall have accepted such appointment,
within 30 days after the retiring Computation Agent’s giving of notice of resignation or the
Required Banks’ removal of the retiring Computation Agent, then the retiring Computation Agent may,
on behalf of the Banks, appoint a successor Computation Agent, which shall be a Bank that is a
commercial bank organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $500,000,000 or a Designated Affiliate of a
Bank. Upon the acceptance of any appointment as Computation Agent under this Agreement by a
successor Computation Agent, such successor Computation Agent shall thereupon succeed to and become
vested with all the rights, powers, privileges and duties of the retiring Computation Agent and
shall function as the Computation Agent under this Agreement, and the retiring Computation Agent
shall be discharged from its duties and obligations as Computation Agent under this Agreement.
After any retiring Computation Agent’s resignation or removal hereunder as Computation Agent, the
provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Computation Agent under this Agreement.



     (c) The Collateral Agent may resign at any time as Collateral Agent under this Agreement by
giving written notice thereof to the Banks, the other Agents and the Counterparty and may be
removed at any time with or without cause by the Required Banks. Upon any such resignation or
removal, the Required Banks shall have the right to appoint, with the consent of the Counterparty
(which consent shall not be unreasonably withheld and shall not be required if an Event of Default
under Section 6.1(a) or 6.1(e) exists), a successor Collateral Agent, which shall be a Bank or a
Designated Affiliate of a Bank. If no successor Collateral Agent shall have been so appointed by
the Required Banks with such consent (if required), and shall have accepted such appointment,
within 30 days after the retiring Collateral Agent’s giving of notice of resignation or the
Required Banks’ removal of the retiring Collateral Agent, then the retiring Collateral Agent may,
on behalf of the Banks, appoint a successor Collateral Agent, which shall be a Bank that is a
commercial bank organized under the laws of the United States of America or of any State thereof
and having a combined capital and surplus of at least $500,000,000 or a Designated Affiliate of a
Bank. Upon the acceptance of any appointment as Collateral Agent under this Agreement by a
successor Collateral Agent, (i) the retiring Collateral Agent shall deliver to such successor
Collateral Agent all collateral and letters of credit in the Collateral Account and all assignments
and other transfers necessary to transfer such collateral and letters of credit to the successor
Collateral Agent, (ii) such successor Collateral Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring Collateral Agent and shall
function as the Collateral Agent under this



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Agreement, and (iii) the retiring Collateral Agent shall be discharged from its duties and
obligations as Collateral Agent under this Agreement and the Security Documents. After any
retiring Collateral Agent’s resignation or removal hereunder as Collateral Agent, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Collateral Agent under this Agreement.



     (d) The PV Determination Agent may resign at any time as PV Determination Agent under this
Agreement by giving written notice thereof to the Banks, the other Agents and the Counterparty and
may be removed at any time with or without cause by the Required Banks. Upon any such resignation
or removal, the Required Banks shall have the right to appoint, with the consent of the
Counterparty (which consent shall not be unreasonably withheld and shall not be required if an
Event of Default under Section 6.1(a) or 6.1(e) exists), a successor PV Determination Agent, which
shall be a Bank or a Designated Affiliate of a Bank. If no successor PV Determination Agent shall
have been so appointed by the Required Banks with such consent (if required), and shall have
accepted such appointment, within 30 days after the retiring PV Determination Agent’s giving of
notice of resignation or the Required Banks’ removal of the retiring PV Determination Agent, then
the retiring PV Determination Agent may, on behalf of the Banks, appoint a successor PV
Determination Agent, which shall be a Bank that is a commercial bank organized under the laws of
the United States of America or of any State thereof and having a combined capital and surplus of
at least $500,000,000 or a Designated Affiliate of a Bank. Upon the acceptance of any appointment
as PV Determination Agent under this Agreement by a successor PV Determination Agent, such
successor PV Determination Agent shall thereupon succeed to and become vested with all the rights,
powers, privileges and duties of the retiring PV Determination Agent and shall function as the PV
Determination Agent under this Agreement, and the retiring PV Determination Agent shall be
discharged from its duties and obligations as PV Determination Agent under this Agreement. After
any retiring PV Determination Agent’s resignation or removal hereunder as PV Determination Agent,
the provisions of this Article VII shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was PV Determination Agent under this Agreement.



     SECTION 7.6 Decisions. Each of the Agents and the Banks acknowledges that it has,
independently and without reliance upon any Agent, the Joint Lead Arrangers or any Bank and based
on the financial statements referred to in Section 4.1(e) and such other documents and information
as it has deemed appropriate, made its own credit analysis and its own decision to enter into this
Agreement. Each of the Agents and the Banks (in each case, both on its own behalf and on behalf of
its affiliates, directors, officers, employees and agents that are Indemnified Parties) also
acknowledges that it will, independently and without reliance upon any Agent, the Joint Lead
Arrangers or any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own decisions in taking or not taking action under
this Agreement and the other Credit Documents.



     SECTION 7.7 Certain Rights of the Agents. If any Agent shall request instructions
from the Required Banks with respect to any act or action (including failure to act) in connection
with this Agreement or any other Credit Document, such Agent shall be entitled to refrain from such
act or taking such action unless and until such Agent shall have received instructions from the
Required Banks; and it shall not incur liability to any Person by reason of so refraining. Without
limiting the foregoing, no Bank nor any Indemnified Party shall have any right of action whatsoever
against any Agent as a result of its acting or refraining from acting hereunder or under any other
Credit Document in accordance with the instructions of the Required Banks. Furthermore, except for
action expressly required of an Agent hereunder, such Agent shall in all cases be fully justified
in failing or refusing to act hereunder unless it shall be specifically indemnified to its
satisfaction by the Banks (ratably, in accordance with their respective Ratable Portions) against
any and all liability and expense which may be incurred by it by reason of taking or continuing to
take any such action.



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     SECTION 7.8 Other Persons. The Joint Lead Arrangers have no duties or obligations
under any Credit Document. None of the Joint Lead Arrangers shall have, by reason of this
Agreement or the other Credit Documents, a fiduciary relationship in respect of any Bank or any
Agent and nothing in this Agreement or other Credit Documents, express or implied, is intended or
shall be so construed to impose on any Joint Lead Arranger any obligation in respect of this
Agreement or other Credit Documents.



     SECTION 7.9 Additional Rights of Collateral Agent. In the event of any ambiguity or
uncertainty hereunder regarding the Collateral Agent or its duties or in any notice, instruction or
other communication received by the Collateral Agent hereunder, the Collateral Agent may, in its
sole discretion, refrain from taking any action other than retaining possession of the Collateral,
unless the Collateral Agent receives written instructions, signed by the Counterparty and the
Required Banks, which eliminates such ambiguity or uncertainty.



     In the event of any dispute between or conflicting claims by or among the Banks and any other
Person with respect to any Collateral, the Collateral Agent shall be entitled, in its sole
discretion, to refuse to comply with any and all claims, demands or instructions with respect to
such Collateral so long as such dispute or conflict shall continue, and the Collateral Agent shall
not be or become liable in any way to the Banks for failure or refusal to comply with such
conflicting claims, demands or instructions. The Collateral Agent shall be entitled to refuse to
act until, in its sole discretion, either (i) such conflicting or adverse claims or demands shall
have been determined by a final order, judgment or decree of a court of competent jurisdiction,
which order, judgment or decree is not subject to appeal, or settled by agreement between the
conflicting parties as evidenced in a writing satisfactory to the Collateral Agent or (ii) the
Collateral Agent shall have received security or an indemnity satisfactory to it sufficient to hold
it harmless from and against any and all losses which it may incur by reason of so acting. The
Collateral Agent may, in addition, elect, in its sole discretion, to commence an interpleader
action or seek other judicial relief or orders as it may deem, in its sole discretion, necessary.
The costs and expenses (including reasonable attorneys’ fees and expenses) incurred in connection
with such proceeding shall be paid by the Counterparty.



ARTICLE VIII




MISCELLANEOUS




     SECTION 8.1 Amendments, Etc. No amendment or waiver of any provision of this
Agreement or any Credit Document (other than any Confirmation and any amendment, waiver or other
modification of any Confirmation), nor consent to any departure by any Credit Party therefrom,
shall in any event be effective unless the same shall be in writing and signed by the Required
Banks and the Credit Parties, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided, however,
that no amendment, waiver or consent shall, unless in writing and signed by the Required Banks and
by all the Banks directly affected thereby, do any of the following: (a) subject any Bank to any
liability, commitment or obligation, (b) reduce any fees or other amounts payable hereunder or
under any Credit Document, (c) postpone any date fixed for any payment of any fees or other amounts
payable hereunder or under any Credit Document, (d) change the definition of Required Banks, (e)
release or limit the liability of any Credit Party, (f) amend or waive any provision of, or consent
to any departure by any Credit Party from, Section 2.9 or this Section 8.1 or (g) modify any
indemnity; and provided further that no amendment, waiver or consent shall affect
the rights or duties of any Agent under any Credit Document, unless in writing and signed by such
Agent in addition to the Banks required above to take such action. No amendment or waiver of, or
consent relating to, this Agreement or any Credit Document (other than any Confirmation and any
amendment, waiver or other modification of any Confirmation) shall be effective until delivered to
all Banks.



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     SECTION 8.2 Notices, Etc. (a) Except as otherwise provided in Section 8.2(b), all
notices and other communications provided for hereunder or under any Security Document shall be in
writing (including telecopy communication) and mailed, telecopied or delivered, if to any Bank, as
specified opposite its name on Schedule I hereto or specified in any New Bank Agreement or a
Transfer Agreement for any assignee Bank delivered pursuant to Section 8.5(a); if to a Credit
Party, as specified opposite its name on Schedule II hereto; if to Citibank, as an Agent, to its
address at 250 West Street, 10th Floor, New York, New York 10013 (telecopier number: (212)
723-2956), Attention: Director Derivatives Operations, with a copy to Citicorp North America, Inc.,
333 Clay Street, Suite 3700, Houston, Texas 77002 (telecopier number: (713) 481-0247), Attention:
The Williams Companies, Inc. Account Officer; if to Citigroup Energy Inc., as an Agent, to its
address at 2800 Post Oak Blvd., Suite 500, Houston, Texas 77056 (telecopier number: (713) 752-5244)
Attention: Legal Department, with a copy to Legal Department, 77 Water Street, 9th Floor, New York,
New York 10004 (telecopier number: (212) 657-1452), Attention: Department Head; if to Calyon New
York, as Collateral Agent, to its address at 1301 Avenue of the Americas, New York, New York 10019
(telecopier number: (212) 261-3315), Attention: Collateral Department; if to Calyon New York, as PV
Determination Agent, to its address at 1301 Travis Suite 2100 Houston, TX 77002 (Telecopier: (713)
890-8668), Attention: Reservoir Engineer; or, as to any Credit Party, any Bank or any Agent, at
such other address as shall be designated by such party in a written notice to the other parties;
provided that materials required to be delivered pursuant to Section 5.1(b)(ii), (iii) and
(iv) shall be delivered to the Administrative Agent as specified in Section 8.2(b) or as otherwise
specified to any Credit Party by the Administrative Agent; provided, further, that
any communication that (a) relates to the payment of any amount due under this Agreement prior to
the scheduled date therefor, (b) provides notice of any Default or Event of Default or (c) is
required to be delivered to satisfy any condition precedent to the effectiveness of any provision
of this Agreement or pertains to a Qualifying Hedge shall be in writing (including telecopy
communication) and mailed, telecopied or delivered pursuant to this Section 8.2(a). All such
notices and communications shall, when mailed, telecopied or e-mailed, be effective when received
in the mail, sent by telecopier to any party to the telecopier number as set forth herein or on
Schedule I or Schedule II or specified in a New Bank Agreement or a Transfer Agreement for any
assignee Bank delivered pursuant to Section 8.5(a) (or other telecopy number specified by such
party in a written notice to the other parties hereto) or confirmed by e-mail, respectively, except
that notices and communications to any Agent shall not be effective until received by such Agent.
Any notice or communication to a Bank hereunder or under any Security Document (but not notices and
communications under a Hedge Document) shall be deemed to be a notice or communication to any
Designated Affiliate of such Bank. Delivery by telecopier of an executed counterpart of this
Agreement, any other Credit Document or any amendment or waiver of any provision of this Agreement
or any other Credit Document shall be effective as delivery of a manually executed counterpart
thereof.



     (b) The Credit Parties will have the option to provide to the Administrative Agent all
information, documents and other materials that they are obligated to furnish to the Administrative
Agent pursuant to this Agreement, including all notices, requests, financial statements, financial
and other reports, certificates and other information materials, but excluding any such
communication that (i) relates to the payment of any principal or other amount due under this
Agreement prior to the scheduled date therefor, (ii) provides notice of any Default or Event of
Default or (iii) is required to be delivered to satisfy any condition precedent to the
effectiveness of any provision of this Agreement or pertains to a Qualifying Hedge (all such
non-excluded communications being referred to herein collectively as “Communications”), by
transmitting the Communications in an electronic/soft medium to oploanswebadmin@citigroup.com.



The Credit Parties further agree that the Administrative Agent may make the Communications
available to the Banks and the Agents by posting the Communications on Intralinks or a
substantially similar electronic transmission system (the “Platform”). The Credit Parties
acknowledge that the distribution of



52









 







material through an electronic medium is not necessarily secure and that there are confidentiality
and other risks associated with such distribution.



THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. THE AGENT PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND
EXPRESSLY DISCLAIM LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR
FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE AGENT PARTIES IN CONNECTION WITH THE
COMMUNICATIONS OR THE PLATFORM. IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS OR
REPRESENTATIVES OF THE ADMINISTRATIVE AGENT OR ANY OF ITS AFFILIATES (COLLECTIVELY, “AGENT
PARTIES”) HAVE ANY LIABILITY TO ANY CREDIT PARTY, ANY BANK OR ANY OTHER PERSON OR ENTITY FOR
DAMAGES OF ANY KIND, INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES,
LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE TRANSMISSION BY ANY
CREDIT PARTY, ANY OF THE AGENT PARTIES OR ANY OTHER PERSON OF COMMUNICATIONS THROUGH THE INTERNET,
EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL NON-APPEALABLE JUDGMENT
BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH AGENT PARTY’S GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT.



The Administrative Agent agrees that the receipt of the Communications by such Agent at its e-mail
address set forth above shall constitute effective delivery of the Communications to such Agent for
purposes of the Credit Documents. Each of the Banks agrees that notice to it (as provided in the
next sentence) specifying that the Communications have been posted to the Platform shall constitute
effective delivery of the Communications to such Bank, for purposes of the Credit Documents. Each
of the Banks agrees (i) to notify the Administrative Agent in writing (including by electronic
communication) from time to time of such Bank’s e-mail address to which the foregoing notice may be
sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail
address.



Nothing herein shall prejudice the right of any Agent or any Bank to give any notice or other
communication pursuant to any Credit Document in any other manner specified in such Credit
Document.



     SECTION 8.3 No Waiver; Remedies. No failure on the part of any Bank or any Agent to
exercise, and no delay in exercising, any right under this Agreement or any other Credit Document
shall operate as a waiver thereof, nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other right. The remedies
provided in this Agreement are cumulative and not exclusive of any remedies provided by law or in
any other Credit Document.



     SECTION 8.4 Costs and Expenses.



     (a) (i) The Counterparty agrees to pay, within 30 days of receipt by the Counterparty of
request therefor, all reasonable out-of-pocket costs and expenses of the Joint Lead Arrangers and
the Agents in connection with the syndication, preparation, execution, delivery, administration,
modification and amendment of this Agreement or any other Credit Document and the other documents
to be delivered under this Agreement, including the reasonable fees and out-of-pocket expenses of
Bracewell & Giuliani,



53









 







LLP, counsel for the Agents, with respect thereto and with respect to advising the
Administrative Agent as to its rights and responsibilities under this Agreement and any other
Credit Document, and including reasonable fees of counsel relating to review of any New Bank
Agreement or any attachment thereto, and (ii) the Counterparty agrees to pay on demand all costs
and expenses, if any (including reasonable counsel fees and out-of-pocket expenses), of the Agents
and each Bank in connection with the enforcement (after the occurrence and during the continuance
of an Event of Default and whether through negotiations (including formal workouts or
restructurings), legal proceedings or otherwise) against any Credit Party of any Credit Document.



     (b) The Counterparty agrees, to the fullest extent permitted by law, to indemnify and hold
harmless each Agent, the Joint Lead Arrangers and each Bank and each of their respective
affiliates, directors, officers, employees and agents (the “Indemnified Parties”) from and
against any and all claims, damages, losses, liabilities, costs, fees and expenses (including
reasonable fees and disbursements of counsel) of any kind or nature whatsoever for which any of
them may become liable or which may be incurred by or asserted against any of the Indemnified
Parties (other than claims and related damages, losses, liabilities, costs, fees and expenses made
by one Bank (or its successors or assignees) against another Bank) arising out of, related to or in
connection with (i) any Credit Document or any other document or instrument delivered in connection
herewith, (ii) any violation by any Credit Party or any Subsidiary of any Credit Party of any
Environmental Law or any other law, rule, regulation or order, (iii) any Qualifying Hedge or the
use or proposed use of any Qualifying Hedge, (iv) any transaction in which any Qualifying Hedge is
used or (v) any investigation, litigation or proceeding, whether or not any of the Indemnified
Parties is a party thereto, related to or in connection with any of the foregoing or any Credit
Document (expressly including any such claim, damage, loss, liability, cost, fee or expense
attributable to the ordinary, sole or contributory negligence of such Indemnified Party, but
excluding any such claim, damage, loss, liability, cost, fee or expense sought to be recovered by
any Indemnified Party to the extent such claim, damage, loss, liability, cost, fee or expense is
found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted
from the gross negligence or willful misconduct of such Indemnified Party or the gross negligence
or willful misconduct of the affiliates, advisors, directors, officers, employees or agents of such
Indemnified Party). It is the intent of the parties hereto that each Indemnified Party shall, to
the extent provided in this Section 8.4(b), be indemnified for its own ordinary, sole or
contributory negligence.



     (c) Without prejudice to the survival of any other agreement of the Counterparty hereunder,
the agreements and obligations of the Counterparty contained in Section 2.3 and this Section 8.4
shall survive the payment in full of all amounts payable hereunder and under the other Credit
Documents and the occurrence of the Termination Date.



     SECTION 8.5 Binding Effect; Transfers.



     (a) This Agreement shall become effective when (i) it shall have been executed by the Credit
Parties and the Agents and (ii) each Bank listed on the signature pages hereof has delivered an
executed counterpart hereof to the Administrative Agent, has sent to the Administrative Agent a
facsimile copy of its signature hereon or of its signature on a signature page hereof or has
notified the Administrative Agent that such Bank has executed this Agreement and thereafter shall
be binding upon and inure to the benefit of the Credit Parties, the Banks, the Agents and their
respective successors and assigns; provided that the Credit Parties shall not have the
right to assign any of their rights hereunder or any interest herein without the prior written
consent of the Banks. Each Bank shall transfer all of its rights and obligations under this
Agreement to the same Person to which it has transferred all of its Qualifying Hedges pursuant to
Section 7 of the ISDA Master Agreement to which it is a party or pursuant to the written consent of
the Counterparty, with the transfer of such rights and obligations to occur simultaneously with
such transfer pursuant to such Section 7 or pursuant to such consent. Each such transfer of such
rights and obligations



54









 







shall be evidenced by a Transfer Agreement executed by the transferor Bank, the transferee,
the Administrative Agent and the Computation Agent. Upon such execution, from and after the
effective date specified in each Transfer Agreement (which shall not be on or prior to the date on
which all required parties have executed), (x) the assignee thereunder shall be a party hereto as a
“Bank” and, to the extent that rights and obligations hereunder have been assigned to it pursuant
to such Transfer Agreement, have the rights and obligations of a Bank hereunder (including
obligations to the Agents pursuant to Section 7.4) and (y) the Bank assignor thereunder shall, to
the extent that rights and obligations hereunder have been assigned by it pursuant to such Transfer
Agreement, relinquish its rights and be released from its obligations under this Agreement, except
for rights and obligations which continue after repayment of the Obligations or termination of this
Agreement pursuant to the express terms of this Agreement and such Bank shall cease to be a party
hereto, except as to such rights and obligations. No Bank will transfer any Qualifying Hedge
pursuant to this Section 8.5(a) to any Person other than to another Bank, a Designated Affiliate of
a Bank or to a Person that becomes a Bank party hereto contemporaneously with such transfer.



     (b) By executing and delivering a Transfer Agreement, the Bank assignor thereunder and the
assignee thereunder confirm to and agree with each other and the other parties hereto as follows:
(i) other than as provided in such Transfer Agreement, such assignor makes no representation or
warranty and assumes no responsibility with respect to any statements, warranties or
representations (whether written or oral) made in or in connection with this Agreement, any other
Credit Document or any other instrument or document furnished pursuant hereto or in connection
herewith, the perfection, priority, existence, sufficiency or value of any security, guaranty or
insurance or the execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Credit Document or any other instrument or document furnished pursuant hereto or in
connection herewith, (ii) such assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of any Credit Party or any other Person or
the performance or observance by any Credit Party or any other Person of any of its respective
obligations under the Credit Documents or any other instrument or document furnished pursuant
hereto or in connection herewith; (iii) such assignee confirms that it has received a copy of this
Agreement, together with copies of such financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and its own decision to
enter into such Transfer Agreement; (iv) such assignee will, independently and without reliance
upon any Agent, such assignor or any other Bank and based on such financial statements and such
other documents and information as it shall deem appropriate at the time, continue to make its own
credit analysis and its own decisions in taking or not taking action under this Agreement, any of
the other Credit Documents or any other instrument or document; (v) such assignee appoints and
authorizes the Administrative Agent to act as Administrative Agent on its behalf and to exercise
such powers and discretion under this Agreement, any other Credit Document or any other document
executed in connection herewith or therewith as are delegated to the Administrative Agent by the
terms hereof or thereof, together with such powers and discretion as are reasonably incidental
thereto; (vi) such assignee appoints and authorizes the Computation Agent to act as Computation
Agent on its behalf and to exercise such powers and discretion under this Agreement, any other
Credit Document or any other document executed in connection herewith or therewith as are delegated
to the Computation Agent by the terms hereof or thereof, together with such powers and discretion
as are reasonably incidental thereto; (vii) such assignee appoints and authorizes the Collateral
Agent to act as Collateral Agent on its behalf and to exercise such powers and discretion under
this Agreement, any other Credit Document or any other document executed in connection herewith or
therewith as are delegated to the Collateral Agent by the terms hereof or thereof, together with
such powers and discretion as are reasonably incidental thereto; (viii) such assignee appoints and
authorizes the PV Determination Agent to act as PV Determination Agent on its behalf and to
exercise such powers and discretion under this Agreement, any other Credit Document or any other
document executed in connection herewith or therewith as are delegated to the PV Determination
Agent by the terms hereof or thereof, together with such powers and discretion as are reasonably
incidental



55









 







thereto; and (ix) such assignee agrees that it will perform in accordance with their terms all
of the obligations which by the terms of this Agreement are required to be performed by it as a
Bank.



     (c) The Administrative Agent shall maintain a copy of each Transfer Agreement delivered to it
and a register for the recordation of the names and addresses of each Bank and the outstanding
Qualifying Hedges (the “Register”). The entries in the Register made pursuant to this
Section 8.5(c) shall be conclusive and binding for all purposes, absent manifest error, and the
Credit Parties, the Agents, and the Banks may treat as a Bank each Person whose name is recorded in
the Register as a Bank hereunder for all purposes of this Agreement. The Register shall be
available for inspection by any Credit Party, any Agent or any Bank at any reasonable time and from
time to time upon reasonable prior notice.



     (d) Upon its receipt of a Transfer Agreement or a New Bank Agreement, the Administrative Agent
shall record the information contained therein in the Register and give prompt notice thereof to
the Banks and other Agents.



     (e) Each Bank may sell participations to one or more banks or other entities (other than the
Credit Parties or any of their Affiliates) in or to all or a portion of its rights and obligations
under this Agreement (including all or a portion of the Obligations held by it); provided,
that (i) such Bank’s obligations under this Agreement shall remain unchanged, (ii) such Bank shall
remain solely responsible to the other parties hereto for the performance of such obligations,
(iii) such Bank shall remain the holder of any such Obligations for all purposes of this Agreement,
(iv) the Credit Parties, the Agents, and the other Banks shall continue to deal solely and directly
with such Bank in connection with such Bank’s rights and obligations under this Agreement, (v) all
amounts payable under this Agreement shall be calculated as if such Bank had not sold such
participation, and (vi) the terms of any such participation shall not restrict such Bank’s ability
to consent to any departure by any Credit Party herefrom without the approval of the participant,
except that the approval of the participant may be required to the extent that such amendment,
waiver or consent would reduce any amounts payable hereunder, in each case to the extent subject to
such participation, or postpone any date fixed for any payment of any amount payable hereunder, in
each case to the extent subject to such participation.



     SECTION 8.6 Governing Law. This Agreement shall be governed by, and construed in
accordance with, the laws of the State of New York. Additionally, as contemplated by Sections
8-110(e)(1) and 9-304(b)(1) of the New York Uniform Commercial Code, it is agreed that New York is
the Collateral Agent’s jurisdiction for purposes of the New York Uniform Commercial Code.



     SECTION 8.7 Interest. It is the intention of the parties hereto that each Agent and
each Bank shall conform strictly to usury laws applicable to it, if any. Accordingly, if the
transactions with any Agent or any Bank contemplated hereby would be usurious under applicable law,
then, in that event, notwithstanding anything to the contrary in any Credit Document or any other
agreement entered into in connection with or as security for any Credit Document, it is agreed as
follows: (i) the aggregate of all consideration which constitutes interest under applicable law
that is contracted for, taken, reserved, charged or received by such Agent, or such Bank, as the
case may be, under any Credit Document or under any other agreement entered into in connection
with or as security for any Credit Document shall under no circumstances exceed the maximum amount
allowed by such applicable law and any excess shall be canceled automatically and, if theretofore
paid, shall at the option of such Agent, or such Bank, as the case may be, be credited by such
Agent or such Bank, as the case may be, on the principal amount of the obligations owed to such
Agent or such Bank, as the case may be, by the applicable Credit Party or refunded by such Agent or
such Bank, as the case may be, to the applicable Credit Party, and (ii) in the event that the
maturity of any obligation payable to such Agent or such Bank, as the case may be, is accelerated
or in the event of any required or permitted prepayment, then such consideration that constitutes
interest under law applicable to such Agent or such Bank, as the case may be, may never



56









 







include more than the maximum amount allowed by such applicable law and excess interest, if
any, to such Agent or such Bank, as the case may be, provided for in this Agreement or otherwise
shall be canceled automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall, at the option of such Agent or such Bank, as the case may be, be credited
by such Agent or such Bank, as the case may be, on the principal amount of the obligations owed to
such Agent or such Bank, as the case may be, by the applicable Credit Party or refunded by such
Agent or such Bank, as the case may be, to the applicable Credit Party.



     SECTION 8.8 Execution in Counterparts. This Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute one and
the same agreement. Delivery of a counterpart of a signature page hereof by telecopier shall be as
effective as delivery of an original executed counterpart hereof.



     SECTION 8.9 Survival of Agreements, Representations and Warranties, Etc. All
warranties, representations and covenants made by any Credit Party or any Authorized Officer of any
Credit Party herein or in any certificate or other document delivered in connection with this
Agreement shall be considered to have been relied upon by the Banks and the Agents and shall
survive the execution and delivery of any Credit Document, regardless of any investigation.



     SECTION 8.10 Confidentiality. Each Bank agrees that it will not disclose without the
prior consent of the Counterparty (other than to employees, auditors, accountants, counsel or other
professional advisors of any Agent or any Bank) any information with respect to the Credit Parties,
which is furnished pursuant to this Agreement; provided that any Bank may disclose any such
information (1) as has become generally available to the public, (2) as may be required or
appropriate in any report, statement or testimony submitted to or required by any regulatory body
having or claiming to have jurisdiction over such Bank or submitted to or required by the Federal
Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the
United States or elsewhere) or their successors, (3) as may be required or appropriate in response
to any summons or subpoena in connection with any litigation, (4) in order to comply with any law,
order, regulation or ruling applicable to such Bank, (5) to the prospective transferee or grantee
in connection with any contemplated transfer of any interest herein by such Bank; provided
that such prospective transferee executes an agreement with or for the benefit of the Counterparty
containing provisions substantially identical to those contained in this Section 8.10, (6) in
connection with the exercise of any remedy by such Bank following an Event of Default, (7) in
connection with any litigation involving such Bank pertaining to this Agreement or any of the other
Credit Documents or any other document delivered in connection herewith, (8) to any Bank, any
Designated Affiliate of a Bank or any Agent, (9) to any affiliate of any Bank; provided
that such affiliate has agreed with or for the benefit of the Credit Parties to be bound by
provisions substantially identical to those contained in this Section 8.10 or (10) to TWC or any of
its Subsidiaries.



     SECTION 8.11 Waiver of Jury Trial. The Credit Parties, the Agents and the Banks
hereby irrevocably waive any and all right to trial by jury in any legal proceeding arising out of
or relating to this Agreement, any other Credit Document or any of the transactions contemplated
hereby.



     SECTION 8.12 Severability. In the event any one or more of the provisions contained
in this Agreement, any New Bank Agreement or any document that amends, waives or otherwise modifies
this Agreement or any New Bank Agreement should be held invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions contained herein and
therein shall not in any way be affected or impaired thereby. The parties shall endeavor in
good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal
or unenforceable provisions.



57









 





     SECTION 8.13 Forum Selection and Consent to Jurisdiction; Damages. Any litigation
based hereon, or arising out of, under, or in connection with, any Credit Document, or any course
of conduct, course of dealing, statements (whether oral or written) or actions of any Agent, any
Bank or any Credit Party in connection herewith or therewith may be brought and maintained in the
courts of the State of New York sitting in the County of New York or in the United States District
Court for the Southern District of New York; provided, however, that any suit
seeking enforcement against any security may be brought, at the Collateral Agent’s option, in the
courts of any jurisdiction where such security may be            found. The Credit Parties
irrevocably consent to the service of process by registered mail, postage prepaid, or by personal
service within or without the State of New York at the address for notices specified in accordance
with Section 8.2. The Credit Parties hereby expressly and irrevocably waive, to the fullest extent
permitted by law, any objection which they may have or hereafter may have to the laying of venue of
any such litigation brought in any such court referred to above and any claim that any such
litigation has been brought in an inconvenient forum. To the extent that any Credit Party has or
hereafter may acquire any immunity from jurisdiction of any court or from any legal process
(whether through service or notice, attachment prior to judgment, attachment in aid of execution or
otherwise) with respect to itself or its property, such Credit Party hereby irrevocably waives to
the fullest extent permitted by law such immunity in respect of its obligations under the Credit
Documents. Each of the Credit Parties, the Agents and the Banks hereby irrevocably and
unconditionally waives, to the fullest extent it may effectively do so under applicable law, any
right it may have to claim or recover in any action or proceeding referred to in this Section 8.13
any exemplary or punitive damages.



     SECTION 8.14 Right of Set-off. Upon (i) the occurrence and during the continuance of
any Event of Default and (ii) the making of the request or the granting of the consent specified by
Section 6.1 to authorize the Administrative Agent to take any action pursuant to Section 6.1, each
Bank is hereby authorized at any time and from time to time, 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 and other indebtedness at any time owing by such Bank to or for the credit
or the account of any Credit Party against any and all of the Obligations of such Credit Party now
or hereafter existing, irrespective of whether or not such Bank shall have made any demand under
this Agreement or any other Credit Document and although such Obligations may be unmatured. Each
Bank agrees promptly to notify such Credit Party and the Administrative Agent after such set-off
and application made by such Bank, provided that the failure to give such notice shall not
affect the validity of such set-off and application. The rights of each Bank under this Section
8.14 are in addition to other rights and remedies (including other rights of set-off) which such
Bank may have.



     SECTION 8.15 Separateness. The Credit Parties acknowledge that the Banks are
entering into the transactions contemplated by this Agreement in reliance upon each Credit Party’s
identity as a legal entity that is separate from each other Credit Party, each affiliate thereof
and each other Person. Each Credit Party agrees to maintain itself as a separate legal entity.



ARTICLE IX




GUARANTY




     SECTION 9.1 Guaranty. The Guarantor hereby unconditionally and irrevocably
guarantees the punctual payment and performance when due, whether at stated maturity, by
acceleration or otherwise, of all Obligations. Without limiting the generality of the foregoing,
the Guarantor’s liability shall extend to all amounts which constitute part of the Obligations even
if such Obligations are declared unenforceable or not allowable in a bankruptcy, reorganization, or
similar proceeding involving the Counterparty or any guarantor of any portion of the Obligations
(collectively such guarantors together with the Guarantor and



58









 





the Counterparty are referred to herein as the “Obligors”). This Article IX
constitutes a guarantee of payment, and the Guarantor is primarily liable for the payment of the
Obligations. In the event that the Administrative Agent wishes to enforce the guarantee contained
in this Section 9.1 against the Guarantor, it shall make written demand for payment from the
Guarantor, provided that no such demand shall be required if the Guarantor is in
bankruptcy, liquidation, or other insolvency proceedings of if doing so would otherwise violate any
stay, order or law, and provided further that failure by the Administrative Agent to make
such demand shall not affect the Guarantor’s obligations under this Agreement. The Guarantor shall
make each payment to be made by it hereunder promptly following demand therefor.



     SECTION 9.2 Limit of Liability. The liabilities and obligations of the Guarantor
hereunder shall be limited to an aggregate amount equal to the largest amount that would not render
the Guarantor’s obligations hereunder subject to avoidance under Section 548 of the United States
Bankruptcy Code or any comparable provisions of any applicable state law.



     SECTION 9.3 Guaranty Absolute. The Guarantor guarantees that the Obligations will be
paid and performed strictly in accordance with the Credit Documents, regardless of any law,
regulation, or order now or hereafter in effect in any jurisdiction affecting any of the
Obligations or the rights of any Person with respect thereto. The obligations of the Guarantor
under this Agreement are independent of the Obligations in each and every particular, and a
separate action or actions may be brought and prosecuted against any other Obligor, or any other
Person, regardless of whether any other Obligor or any other Person is joined in any such action or
actions. The liability of the Guarantor under this Agreement shall be absolute and unconditional
irrespective of:



     (a) The lack of validity or unenforceability of the Obligations or any Credit Document (other
than this Agreement against the Guarantor) for any reason whatsoever, including that the act of
creating the Obligations is ultra vires, that the officers or representatives executing the
documents creating the Obligations exceeded their authority, that the Obligations violate usury or
other laws, or that any Obligor has defenses to the payment of the Obligations, including breach of
warranty, statute of frauds, bankruptcy, statute of limitations, lender liability, or accord and
satisfaction;



     (b) Any change in the time, manner, or place of payment or delivery of, or in any term of, any
of the Obligations, any increase, reduction, extension, or rearrangement of the Obligations, any
amendment, supplement, or other modification of the Credit Documents, or any waiver or consent
granted under the Credit Documents, including waivers of the payment and performance of the
Obligations;



     (c) Any release, exchange, subordination, waste, or other impairment (including negligent,
willful, unreasonable, or unjustifiable impairment) of any collateral securing payment of the
Obligations; the failure of any Agent, any Bank or any other Person to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale, or other handling of any
collateral; the fact that any Lien or assignment related to any collateral for the Obligations
shall not be properly perfected, or shall prove to be unenforceable or subordinate to any other
Lien or assignment;



     (d) Any full or partial release of any Obligor (other than the full or partial release of the
Guarantor);



     (e) The failure to apply or the manner of applying payments, collateral or the proceeds of
collateral against the Obligations;



     (f) Any change in the existence, organization or structure of any Obligor; any change in the
shareholders, directors, or officers of any Obligor; or the insolvency, bankruptcy, liquidation, or



59









 







dissolution of any Obligor or any defense that may arise in connection with or as a result of
any such insolvency, bankruptcy, liquidation or dissolution;



     (g) The failure to give notice of any extension of credit made by any Bank or other Person to
any Obligor, notice of acceptance of any guaranty contemplated by this Agreement, notice of any
amendment, supplement, or other modification of any Credit Document, notice of the execution of any
document or agreement creating new Obligations, notice of any default or event of default, however
denominated, under the Credit Documents, notice of intent to demand, notice of demand, notice of
presentment for payment, notice of nonpayment, notice of intent to protest, notice of protest,
notice of grace, notice of dishonor, notice of intent to accelerate, notice of acceleration, notice
of bringing of suit, notice of any Person’s transfer of Obligations, notice of the financial
condition of or other circumstances regarding any Obligor, notice of any Present Value Deficiency
or any other notice of any kind;



     (h) Any payment or grant of collateral by any Obligor to any Bank, Agent or other Person being
held to constitute a preference under bankruptcy laws, or for any reason any Bank, Agent or other
Person is required to refund such payment or release such collateral;



     (i) Any other action taken or omitted which affects the Obligations, whether or not such
action or omission prejudices the Guarantor or increases the likelihood that the Guarantor will be
required to pay the Obligations pursuant to the terms hereof;



     (j) The fact that all or any of the Obligations cease to exist by operation of law, including
by way of discharge, limitation or tolling thereof under applicable bankruptcy laws;



     (k) Any claim or right of set-off that the Guarantor may have; and



     (l) Any other circumstances which might otherwise constitute a defense available to, or a
discharge of any Obligor or other surety (other than the termination of this Article IX in
accordance with Section 9.5).



     SECTION 9.4 Certain Rights and Waivers.



     (a) Notice and Other Remedies. The Guarantor hereby waives promptness, diligence,
notice of acceptance, notice of acceleration, notice of intent to accelerate, and any other notice
with respect to any of the Obligations and this Agreement and any requirement that any Bank, Agent
or other Person protect, secure, perfect or insure any security interest or other Lien or any
property subject thereto or exhaust any right to take any action against any Obligor or any other
Person or any collateral.



     (b) Waiver of Subrogation and Contribution; Indemnity.



          (i) Until such time as the Obligations are irrevocably paid in full and each guaranty granted
in this Article IX is terminated in accordance with Section 9.5, the Guarantor hereby irrevocably
waives any claim or other rights which it may acquire against any Obligor that arise from the
Guarantor’s obligations under this Agreement or any other Credit Document or the payment thereof,
including any right of subrogation (including any statutory rights of subrogation under Section 509
of the Bankruptcy Code, 11 U.S.C. § 509), reimbursement, exoneration, contribution or
indemnification, or any right to participate in any claim or remedy of any Bank, Agent or other
Person against any Obligor, or any collateral which any Bank, Agent or other Person now has or
hereafter acquires. If any amount shall be paid to the Guarantor in violation of the preceding
sentence and the Obligations shall not have been paid in full or any guaranty granted in this
Article IX shall not have been terminated in accordance with Section 9.5, such amount shall be held
in trust for the benefit of the obligees of the Obligations and shall



60









 







promptly be paid to the Administrative Agent to be applied to the Obligations, whether matured
or unmatured, in accordance with Section 2.2(a) and Section 2.9. The Guarantor acknowledges that
it will receive direct and indirect benefits from the arrangements contemplated by the Credit
Documents and that the waiver set forth in this Section 9.4(b) is knowingly made in contemplation
of such benefits.



          (ii) The Guarantor agrees that, to the extent that any Credit Party makes payments to the
Administrative Agent or any other obligee of the Obligations, or the Administrative Agent or any
such obligee receives any proceeds of collateral, and such payments or proceeds or any part thereof
are subsequently invalidated, declared to be fraudulent or preferential, set aside, or otherwise
required to be repaid, then to the extent of such repayment the obligations of the Guarantor
hereunder shall be reinstated and continued in full force and effect as of the date such initial
payment or collection of proceeds occurred. The Guarantor shall indemnify each Agent, each Bank,
each Joint Lead Arranger and each affiliate thereof and their respective directors, officers,
employees and agents from, and discharge, release, and hold each of them harmless against, any and
all losses, liabilities, penalties, actions, judgments, suits, costs, disbursements, claims or
damages to which any of them may become subject, insofar as such losses, liabilities, penalties,
actions, judgments, suits, costs, disbursements, claims or damages arise out of or result from (1)
any actual or proposed use by the Counterparty, or any affiliate of the Counterparty, of any
Qualifying Hedge, (2) any breach by the Guarantor of any provision of any Credit Document, (3) any
investigation, litigation or other proceeding (including any threatened investigation or
proceeding) relating to the foregoing, or (4) any Environmental claim or requirement of
Environmental Laws concerning or relating to the presently or previously-owned or operated
properties, or the operations or business, of the Guarantor or any of its Subsidiaries, and the
Guarantor shall reimburse each Agent, each Bank, each Joint Lead Arranger and each affiliate
thereof and their respective directors, officers, employees and agents, upon demand, for any
reasonable out-of-pocket expenses (including reasonable legal fees) incurred in connection with any
such investigation, litigation or other proceeding; and such indemnification and reimbursement
obligations expressly include any such losses, liabilities, penalties, actions, judgments, suits,
costs, disbursements, claims, damages, or expenses incurred by reason of the negligence (other than
gross negligence) of the Person being indemnified, but exclude any such losses, liabilities,
penalties, actions, judgments, suits, costs, disbursements, claims, damages or expenses incurred by
reason of the gross negligence or willful misconduct of the Person to be indemnified.



          (iii) The Administrative Agent shall have the sole and absolute right to make demands, file
suits and claims, engage in other proceedings and exercise any other rights or remedies available
to collect amounts owed pursuant to the terms of the guaranties and indemnities set forth in this
Article IX and shall do so on the instructions of the Required Banks, subject to Article VII, and
the Administrative Agent shall not need the consent of any other Agent, any Bank or any other
Person (other than the Required Banks) to do so.



     (c) Modifications and Amendment to the Credit Documents. The parties to the Credit
Documents shall have the right to amend or modify such Credit Documents without affecting the
rights provided for in this Article IX.



     SECTION 9.5 Continuing Guaranty. This Article IX is a continuing guaranty and shall
(a) remain in full force and effect until the indefeasible payment in full and termination of the
Obligations, the termination of all Qualifying Hedges, the removal by the Counterparty of all Banks
as parties to the Credit Agreement and the giving of notice to the Administrative Agent by the
Counterparty of such matters, (b) be binding upon the Guarantor and its respective successors and
assigns, (c) inure to the benefit of each of the Agents, Banks and Joint Lead Arrangers and their
respective successors, transferees and permitted assigns, and (d) not be terminated by the
Guarantor or any other Person.



61









 







Without limiting the generality of the foregoing clause (c), any Bank may assign or otherwise transfer all or
any portion of its rights and obligations under this Agreement and the assignee shall thereupon
become vested with all the benefits in respect thereof granted to such Bank herein or otherwise,
provided that such assignment shall be subject to the limitations on assignments set forth
in this Agreement. Upon the indefeasible payment in full and termination of the Obligations, the
termination of all Qualifying Hedges, the removal by the Counterparty of all Banks as parties to
the Credit Agreement and the giving of notice to the Administrative Agent by the Counterparty of
such matters, each guaranty granted by this Article IX shall terminate. Upon any such termination
hereof, the Administrative Agent will, at the Guarantor’s expense, execute and deliver to the
Guarantor such documents as the Guarantor shall reasonably request and take any other actions
reasonably requested to evidence or effect such termination.



     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective officers thereunto duly authorized, as of the date first above written.



62









 





	 	 	 	 	 
	COUNTERPARTY:	 	 
	 
	 	 	 	 
	WILLIAMS PRODUCTION RMT COMPANY	 	 
	 
	 	 	 	 
	By:

	 	/s/ Gary R. Belitz	 	 
	 

	 	 	 	 
	Name:

	 	Gary R. Belitz	 	 
	 

	 	 	 	 
	Title:

	 	Vice President — Finance & Accounting	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	GUARANTOR:	 	 
	 
	 	 	 	 
	WILLIAMS PRODUCTION COMPANY, LLC	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Gary R. Belitz	 	 
	 

	 	 	 	 
	 

	 	          Authorized Officer	 	 
	 
	 	 	 	 
	ADMINISTRATIVE AGENT:	 	 
	 
	 	 	 	 
	CITIBANK, N.A., as Administrative Agent and as Computation Agent	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Todd J. Mogil	 	 
	 

	 	 	 	 
	 

	 	          Authorized Officer	 	 
	 
	 	 	 	 
	COMPUTATION AGENT:	 	 
	 
	 	 	 	 
	CITIGROUP ENERGY INC., as Computation Agent	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Joseph W. Tousssaint	 	 
	 

	 	 	 	 
	 

	 	          Authorized Officer	 	 
	 
	 	 	 	 
	COLLATERAL AGENT and PV DETERMINATION AGENT:	 	 
	 
	 	 	 	 
	CALYON NEW YORK BRANCH, as Collateral Agent and as PV Determination Agent	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Darrell Stanley	 	 
	 

	 	 	 	 
	 

	 	          Authorized Officer	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Michael D. Willis	 	 
	 

	 	 	 	 
	 

	 	          Authorized Officer	 	 






Signature Page to Credit Agreement




 









 





	 	 	 	 	 
	BANKS:	 	 
	 
	 	 	 	 
	CITIBANK, N.A.	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Todd J. Mogil	 	 
	 

	 	 	 	 
	 

	 	          Authorized Officer	 	 
	 
	 	 	 	 
	CALYON	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Ricardo L. Gomes	 	 
	 

	 	 	 	 
	 

	 	          Authorized Officer	 	 
	 
	 	 	 	 
	By:

	 	     /s/ Ian Cheung	 	 
	 

	 	 	 	 
	 

	 	          Authorized Officer	 	 






Signature Page to Credit Agreement