exv10w2



 





Exhibit 10.2




REVOLVING CREDIT COMMITMENT INCREASE AGREEMENT




     This Revolving Credit Commitment Increase Agreement dated as of August 4,
2004, to be effective as of August 9, 2004 (this “Agreement”) is by and among
(i) The Williams Companies, Inc., a Delaware corporation (“Borrower”), (ii)
Citicorp USA, Inc. in its capacity as Agent under the Credit Agreement dated as
of May 3, 2004 (as it may be amended or modified from time to time, the “Credit
Agreement”, capitalized terms that are defined in the Credit Agreement and not
defined herein are used herein as therein defined) among the Borrower,
Northwest Pipeline Corporation, Transcontinental Gas Pipe Line Corporation, the
Agent, the Collateral Agent and the Banks and Issuing Banks party thereto,
(iii) the Issuing Banks, and (iv) Citicorp USA, Inc. (“Increasing Bank”).



Preliminary Statements





	A.	 	Pursuant to Section 2.19 of the Credit Agreement, the Borrower has the
right, subject to the terms and conditions thereof, to agree with a Bank
to increase that Bank’s Revolving Credit Commitment for the Borrower.
	 
	B.	 	The Borrower has given notice to the Agent of its intention, pursuant to
such Section 2.19 and with the consent of the Increasing Bank, to increase
the Revolving Credit Commitment of the Increasing Bank for the Borrower
from $120,000,000.00 to $395,000,000.00, and the Agent and the Issuing
Banks are willing to consent thereto.




Accordingly, the parties hereto agree as follows:




        Section 1. Increase of Commitment. Pursuant to Section 2.19 of the
Credit Agreement, the Revolving Credit Commitment of the Increasing Bank for
the Borrower is hereby increased from $120,000,000.00 to $395,000,000.00



        Section 2. New Note. If the Increasing Bank has previously requested a
note pursuant to Section 2.10 of the Credit Agreement, the Borrower agrees to
promptly execute and deliver to the Increasing Bank a new Note in the amount of
its increased Revolving Credit Commitment for the Borrower set forth in Section
1 above (the “New Note”), and the Increasing Bank agrees to return to the
Borrower, with reasonable promptness, the Note previously delivered to the
Increasing Bank by the Borrower.



        Section 3. Consent. The Agent, the Issuing Banks and the Borrower hereby
consent and agree to the increase in the Revolving Credit Commitment of the
Increasing Bank for the Borrower effectuated hereby.



        Section 4. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.



 









 





        Section 5. 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.



        Section 6. Bank Credit Decision. The Increasing Bank acknowledges that
it has, independently and without reliance upon the Agent, the Issuing Banks,
the Collateral Agent or any other Bank and based on the financial statements
referred to in Section 4.1 of the Credit Agreement and such other documents and
information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and to agree to the various matters set
forth herein. The Increasing Bank also acknowledges that it will,
independently and without reliance upon the Agent, the Issuing Banks, the
Collateral Agent or any other Bank and based on such documents and information
as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under the Credit Documents.



        Section 7. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:




        (a) The execution, delivery and performance by the Borrower of this
Agreement and any New Note are within the Borrower’s corporate powers,
have been duly authorized by all necessary corporate action of the
Borrower, require, in respect of the Borrower, no action by or in respect
of, or filing with, any governmental body, agency or official and do not
contravene, or constitute a default under, any provision of law or
regulation applicable to the Borrower or Regulation U issued by the
Federal Reserve Board or the charter or bylaws of the Borrower or any
judgment, injunction, order, decree or agreement binding upon the
Borrower or result in the creation or imposition of any Lien prohibited
by the Credit Agreement.




        (b) This Agreement and any New Note are legal, valid and binding
obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms, except as the enforceability
thereof may be limited by the effect of any applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting
creditors’ rights generally and by general principles of equity.




        (c) After giving effect to this Agreement and all other Revolving
Credit Commitment Increase Agreements, the Borrower will be in compliance
with the limitation set forth in clause (i)(2) of the proviso to Section
2.19(a) of the Credit Agreement.




        (d) No event has occurred and is continuing which constitutes a
Default or an Event of Default.




        (e) Attached hereto are resolutions duly adopted by the Board of
Directors of the Borrower sufficient to authorize this Agreement and any
New Note, and such resolutions are in full force and effect.



        Section 8 Default. Without limiting any other event that may constitute
an Event of Default, in the event any representation or warranty set forth
herein shall prove to have been



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incorrect in any material respect when made, such event shall constitute
an “Event of Default” under the Credit Agreement.



        Section 9. Expenses. The Borrower agrees to pay on demand all reasonable
out-of-pocket costs and expenses of the Agent in connection with the
preparation, negotiation, execution and delivery of this Agreement and any New
Note, including, without limitation, the reasonable fees and out-of-pocket
expenses of external counsel for the Agent with respect thereto.



        Section 10. Effectiveness. When, and only when, the Agent shall have
received counterparts of, or telecopied signature pages of, this Agreement
executed by the Borrower, the Agent, the Issuing Banks and the Increasing Bank,
this Agreement shall become effective as of August 9, 2004.



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     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.



	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 
	 	 	THE WILLIAMS COMPANIES, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Travis N. Campbell


	

	 	Name:
	 	Travis N. Campbell
	

	 	Title:
	 	Treasurer
	 
	 	 	 	 
	 	 	AGENT:
	 
	 	 	 	 
	 	 	CITICORP USA, INC., as Agent
	 
	 	 	 	 
	

	 	By:
	 	/s/ Todd J. Mogil


	

	 	Name:
	 	Todd J. Mogil
	

	 	Title:
	 	Vice President
	 
	 	 	 	 
	 	 	ISSUING BANKS:
	 
	 	 	 	 
	 	 	CITIBANK, N.A.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Todd J. Mogil


	

	 	Name:
	 	Todd J. Mogil
	

	 	Title:
	 	Attorney-in-Fact
	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Claire M. Liu


	

	 	Name:
	 	Claire M. Liu
	

	 	Title:
	 	Managing Director
	 
	 	 	 	 
	 	 	INCREASING BANK:
	 
	 	 	 	 
	 	 	CITICORP USA, INC.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Todd J. Mogil


	

	 	Name:
	 	Todd J. Mogil
	

	 	Title:
	 	Vice President








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