exv10w1



 





Exhibit 10.1




LETTER OF CREDIT COMMITMENT INCREASE AGREEMENT




     This Letter of 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, the Banks and Issuing Banks party thereto, and
(iii) Citibank, N.A. and Bank of America, N.A. (“Increasing Banks”).



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 an
Issuing Bank to increase that Issuing Bank’s Letter of Credit Commitment.
	 
	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 Banks, to
increase each of the Letter of Credit Commitments of Citibank, N.A. and
Bank of America, N.A. from $500,000,000.00 to $637,500,000.00, and the
Agent is 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 Letter of Credit Commitments of each Increasing Bank is
hereby increased from $500,000,000.00 to $637,500,000.00.



        Section 2. Consent. The Agent and the Borrower hereby consent and agree
to the increase in the Letter of Credit Commitment of the Increasing Bank
effectuated hereby.



        Section 3. Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of New York.



        Section 4. 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 5. 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 6. 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 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 is a legal, valid and binding obligation of the
Borrower enforceable against the Borrower in accordance with its 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 Letter of 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(e) 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 such resolutions
are in full force and effect.



        Section 7. 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 incorrect in any material respect when made,
such event shall constitute an “Event of Default” under the Credit Agreement.



        Section 8. 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, including,
without limitation, the reasonable fees and out-of-pocket expenses of external
counsel for the Agent with respect thereto.



        Section 9. 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 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
	 
	 	 	 	 
	 	 	INCREASING 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








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