exv10w1







Exhibit 10.1




Execution Version




AMENDMENT AGREEMENT




     This Amendment Agreement dated as of May 9, 2007 (this “Amendment”) is among (i) THE WILLIAMS
COMPANIES, INC., a Delaware corporation (“TWC”), WILLIAMS PARTNERS L.P., a Delaware limited
partnership (“MLP”), NORTHWEST PIPELINE CORPORATION, a Delaware corporation (“NWP”),
TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation (“TGPL”, and together with TWC,
MLP and NWP, the “Borrowers”), (ii) the banks, financial institutions and other
institutional lenders (“Banks”) that are parties to the Credit Agreement dated as of May 1, 2006
(the “Credit Agreement”) among the Borrowers, the
Banks, CITIBANK, N.A., BANK OF AMERICA, NATIONAL
ASSOCIATION and JPMORGAN CHASE BANK, N.A. (each, an “Issuing Bank”, and collectively, the “Issuing
Banks”), and CITIBANK, N.A., as administrative agent (the “Agent”) under the Credit Agreement,
(iii) the Agent, and (iv) the Issuing Banks. In consideration of the mutual promises contained
herein, the Borrowers, the Banks, the Agent and the Issuing Banks agree as set forth herein.



     Section 1. Amendments to Credit Agreement. The Credit Agreement is hereby amended
as follows:



     Section 1.1. Section 1.01. Section 1.01 of the Credit Agreement is hereby amended
by amending the definitions of “Rating Category” and “Termination Date” to read as follows:




     “Rating Category” means, as to any Borrower, the relevant category (designated as a
“Level” followed by a Roman numeral) applicable to such Borrower from time to time as set
forth on Schedule IV, which is based on the ratings (or lack thereof) of such Borrower’s
senior unsecured long-term debt by S&P or Moody’s. In the event there is a split between
the ratings of any Borrower’s senior unsecured long-term debt by S&P and Moody’s, “Rating
Category” shall be determined based on the lower rating of such Borrower’s senior unsecured
long-term debt by S&P or Moody’s; provided that if such Borrower’s rating is BB- or higher
from S&P and Ba3 or higher from Moody’s and there is a split between the two ratings, the
pricing for such Borrower will be based on (i) if the split is one subgrade, the higher
rating and (ii) if the split is more than one subgrade, the rating that is one subgrade
below the higher rating. For example, if S&P rates the senior unsecured long-term debt of a
Borrower BB+ and Moody’s rates such debt B2, then Level VI on Schedule IV shall apply to
such Borrower. For the avoidance of doubt (x) if there is a split between Level I and Level
III, then Level I shall apply and (y) if the applicable Borrower’s rating is BB- or higher
from S&P and Ba3 or higher from Moody’s and if there is a split between Level I and Level
IV, V or VI, then Level III shall apply.




     “Termination Date” means the earlier of (i) May 1,2012 or (ii) the date of termination
in whole of the Commitments pursuant to Section 2.4 or 6.1.



     Section 1.2. Schedule IV. Schedule IV of the Credit Agreement is hereby amended by
deleting it in its entirety and replacing it with Schedule IV attached hereto.



     Section 2. Miscellaneous.



     Section 2.1. Amendments, Etc. No amendment or waiver of any provision of this Amendment,
nor consent to any departure by any Borrower therefrom, shall in any event be effective unless
effected in accordance with Section 8.1 of the Credit Agreement.



     Section 2.2. Governing Law. This Amendment and the Credit Agreement as amended
hereby shall be governed by, and construed in accordance with, the laws of the State of New York.



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     Section 2.3. Preservation. Except as specifically modified by the terms of this Amendment, all
of the terms, provisions, covenants, warranties and agreements contained in the Credit Agreement,
any Credit Document or any other document executed in connection with or pursuant to the Credit
Agreement remain in full force and effect. Capitalized terms used herein that are not defined
herein and are defined in the Credit Agreement, as amended hereby, are used herein as defined in
the Credit Agreement, as amended hereby. Each reference to the Credit Agreement in any Credit
Document or other document executed in connection with or pursuant to the Credit Agreement shall
mean and be a reference to the Credit Agreement as amended hereby.



     Section 2.4. Execution in Counterparts. This Amendment 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 2.5. Representations and Warranties. Each Borrower hereby represents and warrants to
the Agent, the Issuing Banks and the Banks that:



     (a) The execution, delivery and performance by such Borrower, the performance of the Credit
Agreement as amended hereby by such Borrower and the consummation of the transactions contemplated
hereby or thereby are within such Borrower’s corporate, limited partnership or limited liability
company powers, have been duly authorized by all necessary corporate, limited partnership or
limited liability company action, require no material authorization, approval or other action by,
or notice to or filing with, any governmental authority or regulatory body, do not contravene (i)
such Borrower’s charter, by-laws or formation agreement or (ii) law or any restriction under any
material agreement binding on or affecting such Borrower and will not result in or require the
creation or imposition of any Lien prohibited by the Credit Agreement.



     (b) this Amendment has been duly executed and delivered by such Borrower,



     (c) this Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and
binding obligations of such Borrower, enforceable against such Borrower in accordance with their
respective 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,



     (d) the representations and warranties contained in Section 4.1 of the Credit Agreement, as
amended hereby, and each of the representations and warranties contained in any other Credit
Document, in each case made by such Borrower as to itself and to its Subsidiaries only, are correct
in all material respects on and as of the date hereof as though made on and as of the date hereof
(unless such representation and warranty speaks solely as of a particular date or a particular
period, in which case, as of such date or for such period),



     (e) no event has occurred and is continuing or would result from the transactions contemplated
hereby, which constitutes a Default or an Event of Default, and



     (f) after giving effect to this Amendment, such Borrower will be in compliance
with each proviso set forth in Section 2.I(a) of the Credit Agreement and the first proviso set
forth in Section 2.1 (b) of the Credit Agreement.



     Section 2.6. Bank Credit Decision. Each of the Banks and Issuing Banks acknowledges that it
has, independently and without reliance upon the Agent, any Issuing Bank or any other Bank and
based



2









 




on such documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Amendment and to agree to the various matters set forth
herein. Each of the Banks and Issuing Banks also acknowledges that it will, independently and
without reliance upon the Agent, any Issuing Bank 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 any action under the Credit Agreement as amended hereby.




     Section 2.7. Effectiveness. This Amendment shall become effective as of the date
first written above (the “Amendment Effective Date”) only upon the satisfaction of all of the
following conditions precedent:



     (a) Execution of (i) this Amendment by each of the Banks, the Agent, the Issuing Banks and the
Borrowers and (ii) the Acknowledgment and Consent attached to this Amendment by each of TWC and
Pipeline Holdco. Delivery of an executed signature page to this Amendment or the Acknowledgement
and Consent by telecopier shall be as effective as delivery of a manually executed counterpart of
this Amendment or Acknowledgement and Consent, as applicable.



     (b) The Agent shall have received certified copies of the resolutions of the Board of
Directors, or an authorized committee thereof or other relevant Person, of each Borrower and
Pipeline Holdco authorizing in the case of each Borrower, the execution of this Amendment, and in
the case of TWC and Pipeline Holdco, the Acknowledgement and Consent attached hereto.



     (c) The Agent shall have received a certificate of each Borrower and Pipeline Holdco, signed
on behalf of such Borrower or Pipeline Holdco, as applicable, by an Authorized Officer thereof,
dated as of the Amendment Effective Date (the statements made in which certificate shall be true on
and as of the Amendment Effective Date), certifying as to (i) the absence of any amendments to the
charter or other organizational documents of such Person not included in the certificate previously
delivered to the Agent pursuant to Section 3.1(d) of the Credit Agreement, (ii) the due
incorporation or formation and good standing and valid existence of such Person as an entity
organized under the laws of the jurisdiction of its incorporation or organization and (iii) the
signature and incumbency certificate of each such Person, in each case as delivered to the Agent on
the Effective Date of the Credit Agreement, is in full force and effect and has not been amended or
modified in any respect since such Effective Date.



     (d) The Borrowers shall have paid all fees and expenses incurred by Agent’s counsel in
connection with this Amendment.



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



[Remainder of this page intentionally left blank — signature pages follow]







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	 	BORROWERS: 



THE WILLIAMS COMPANIES, INC.

 	 
	 	By:  	/s/ Rodney J. Sailor
 	 
	 	 	Name:  	Rodney J. Sailor 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	WILLIAMS PARTNERS L.P. 

 	 
	 	By:  	Williams Partners GP LLC, its general partner
 	 
	 	 	 
	 	By:  	   /s/ Rodney J. Sailor
 	 
	 	 	Name:  	Rodney J. Sailor 	 
	 	 	Title:  	Treasurer 	 
	 
	 	NORTHWEST PIPELINE CORPORATION 

 	 
	 	By:  	/s/ Rodney J. Sailor
 	 
	 	 	Name:  	Rodney J. Sailor 	 
	 	 	Title:  	Assistant Treasurer 	 
	 
	 	TRANSCONTINENTAL GAS PIPE LINE

CORPORATION

 	 
	 	By:  	/s/ Rodney J. Sailor
 	 
	 	 	Name:  	Rodney J. Sailor 	 
	 	 	Title:  	Assistant Treasurer 	 



Signature Page to Amendment Agreement











 






	 	 	 	 	 



	 	 	 	 	 
	 	AGENT:



CITIBANK, N.A., as Agent

 	 
	 	By:  	/s/ Todd Mogil
 	 
	 	 	Authorized Officer 	 
	 	 	Todd Mogil, Attorney-in-Fact 	 
	 	 	 	 
	 	ISSUING BANKS:



CITIBANK, N.A., as Issuing Bank

 	 
	 	By:  	/s/ Todd Mogil
 	 
	 	 	Authorized Officer 	 
	 	 	Todd Mogil, Attorney-in-Fact 	 
	 
	 	BANK OF AMERICA, NATIONAL

ASSOCIATION, as Issuing Bank

 	 
	 	By:  	/s/ Ronald E. McKaig
 	 
	 	 	Authorized Officer

Ronald E. McKaig 	 
	 	 	Senior Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A., as Issuing Bank

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Authorized Officer 	 



Signature Page to Amendment Agreement















 





	 	 	 	 	 
	 	BANKS:



CITIBANK, N.A.

 	 
	 	By:  	/s/ Todd Mogil
 	 
	 	 	Authorized Officer 	 
	 	 	Todd Mogil,  	 
	 	 	Attorney-in-Fact 	 
	 
	 	BANK OF AMERICA, NATIONAL ASSOCIATION

 	 
	 	By:  	/s/ Ronald E. McKaig
 	 
	 	 	Authorized Officer 	 
	 	 	Ronald E. McKaig 	 
	 	 	Senior Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Authorized Officer 	 
	 
	 	THE BANK OF NOVA SCOTIA

 	 
	 	By:  	/s/ Andrew Ostrov
 	 
	 	 	Authorized officer 

Andrew Ostrov 	 
	 	 	Director 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Lucy Walker
 	 
	 	 	Authorized Officer 	 
	 	 	Lucy Walker 	 
	 	 	Vice President 	 
	 
	 	ABN AMRO BANK N.V.

 	 
	 	By:  	/s/ John D. Reed
 	 
	 	 	Authorized officer 

John D. Reed, 	 
	 	 	Director 	 
	 
	 	By:  	/s/ Todd D. Vaubel
 	 
	 	 	Authorized officer 

Todd D. Vaubel, 	 
	 	 	Asst. V. President 	 
	 
	 	BANK OF OKLAHOMA, NA

 	 
	 	By:  	/s/ Robert D. Mattax
 	 
	 	 	Authorized Officer 	 
	 	 	Robert D. Mattax, 	 
	 	 	Senior Vice President 	 
	 



Signature Page to Amendment Agreement
















 





	 	 	 	 	 	 	 
	 	 	 	BARCLAYS BANK PLC

 	 
	 	 	 	By:  	/s/ Nicholas Bell
 	 
	 	 	 	 	Authorized Officer 
	 	 	 	 	Name:  	Nicholas Bell 	 
	 	 	 	 	Title:  	Director 	 
	 	 	 	 	 	 	 
	 	 	 	BAYERISCHE LANDESBANK, Cayman Islands Branch

 	 
	 	 	 	By:  	/s/ Nikolai von Mengden
 	 
	 	 	 	 	Authorized officer 

Nikolai von Mengden 	 
	 	 	 	 	Senior Vice President 	 
	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	By:  	/s/ ANNETTE SCHMIDT
 	 
	 	 	 	 	Authorized officer 

ANNETTE SCHMIDT 	 
	 	 	 	 	FIRST VICE PRESIDENT 	 
	 	 	 	 	 	 	 
	BNP PARIBAS

	BNP PARIBAS

 	 
	By:  
	/s/ Mark A. Cox 	 	By:  	/s/ Larry Robinson
 	 
	 	Authorized officer 

Mark A. Cox 	 	 	Authorized officer 

Larry Robinson 	 
	 	Managing Director 	 	 	Director 	 
	 	 	 	 	 	 	 
	CALYON NEW YORK BRANCH

 	CALYON NEW YORK BRANCH

 	 
	By:  	/s/ Michael D. Willis
 	 	By:  	/s/ Page Dillehunt
 	 
	 	Authorized officer
	 	 	Authorized officer 	 
	 	Michael D. Willis 	 	 	Page Dillehunt 	 
	 	Director 	 	 	Managing Director 	 
	 	 	 	 	 	 	 
	 	 	 	LEHMAN COMMERCIAL PAPER INC.

 	 
	 	 	 	By:  	/s/ Frank P. Turner
 	 
	 	 	 	 	Authorized Officer 
	 	 	 	 	Frank P. Turner, 	 
	 	 	 	 	Vice President 	 
	 	 	 	 	 	 	 
	 	 	 	MERRILL LYNCH CAPITAL CORPORATION

 	 
	 	 	 	By:  	/s/ Carol J.E. Feeley
 	 
	 	 	 	 	Authorized officer 

Carol J.E. Feeley 	 
	 	 	 	 	Vice President 	 
	 	 	 	 	 	 	 
	 	 	 	MIZUHO CORPORATE BANK, LTD.

 	 
	 	 	 	By:  	/s/ Leon Mo
 	 
	 	 	 	 	Authorized officer 
	 	 	 	 	Name:  	Leon Mo 	 
	 	 	 	 	Title:  	Senior Vice President 	 
	 	 	 	 	 	 	 



Signature Page to Amendment Agreement














 





	 	 	 	 	 
	 	NATIXIS (f.k.a. NATEXIS BANQUES POPULAIRES)

 	 
	 	By:  	/s/ Louis P. Laville, III
 	 
	 	 	Authorized Officer 	 
	 	 	Louis P. Laville, III 	 
	 	 	Managing Director 	 
	 	 	 
	 	By:  	/s/ Daniel Payer
 	 
	 	 	Authorized Officer 	 
	 	 	Daniel Payer 	 
	 	 	Director 	 
	 
	 	REGIONS BANK

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	ROYAL BANK OF CANADA

 	 
	 	By:  	/s/
[ILLEGIBLE]
 	 
	 	 	Authorized Officer 	 
	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., HOUSTON AGENCY

 	 
	 	By:  	/s/ Kelton Glasscock V.P.
 	 
	 	 	Authorized Officer 

 Kelton Glasscock V.P. 	 
	 	 	 	 
	 	By:  	/s/ Jay Fort, V.P.
 	 
	 	 	Authorized Officer 

 Jay Fort, V.P. 	 
	 	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC

 	 
	 	By:  	/s/ Debbi L. Brito
 	 
	 	 	Authorized Officer 	 
	 	 	DEBBI L. BRITO

AUTHORIZED SIGNATORY 	 
	 
	 	WACHOVIA BANK, N.A.

 	 
	 	By:  	/s/ Paul Pritchett
 	 
	 	 	Authorized Officer 	 
	 	 	Name:  	 Paul Pritchett
	 
	 	 	Title:  	
Vice President 	 
	 
	 	WESTLB AG, NEW YORK BRANCH

 	 
	 	By:  	/s/ Duncan Robertson
 	 
	 	 	Authorized Officer 	 
	 	 	DUNCAN ROBERTSON 	 
	 	 	EXECUTIVE DIRECTOR 	 
	 	 	 
	 	By:  	/s/ Thomas D. Murray
 	 
	 	 	Authorized Officer 	 
	 	 	THOMAS D. MURRAY 	 
	 	 	MANAGING DIRECTOR 	 



Signature Page to Amendment Agreement





 









 









ACKNOWLEDGMENT AND CONSENT





     To induce the Agent, the Issuing Banks and the Banks to execute the foregoing Amendment, each
undersigned Credit Party hereby (a) consents to the execution, delivery and performance of such
Amendment Agreement, (b) agrees that (1) neither any Credit
Document executed by it nor any
obligation of any of the undersigned nor any right or remedy of the Agent, any Issuing Bank or any Bank
with respect to any undersigned Credit Party is released or impaired by such Amendment, and (2)
this acknowledgment and consent shall not be construed as requiring the consent or agreement of
any undersigned Credit Party in any circumstance, and (c) ratifies and confirms all provisions of
the Credit Documents executed by it.



	 	 	 	 	 
	 	THE WILLIAMS COMPANIES, INC.

 	 
	 	By:  	/s/ Rodney J. Sailor
 	 
	 	 	Name:  	Rodney J. Sailor 	 
	 	 	Title:  	Vice President & Treasurer 	 
	 
	 	WILLIAMS GAS PIPELINE COMPANY, LLC

 	 
	 	By:  	/s/ Rodney J. Sailor
 	 
	 	 	Name:  	Rodney J. Sailor 	 
	 	 	Title:  	Assistant Treasurer 	 
	 


Signature Page to Acknowledgment and Consent





 









 








SCHEDULE IV




Applicable Commitment Fee and Applicable Margins




     Pricing is based upon the lower rating from S&P and Moody’s with respect to the relevant
Borrower’s senior unsecured long-term debt; provided that if a Borrower’s rating is BB- or
higher from S&P and Ba3 or higher from Moody’s and there is a split between the two ratings, the
pricing for such Borrower will be based on (i) if the split is one subgrade, the higher rating and
(ii) if the split is more than one subgrade, the rating that is one subgrade below the higher
rating. For the avoidance of doubt (x) if there is a split between Level I and Level III, then
Level I shall apply and (y) if the applicable Borrower’s

rating is BB-or higher from S&P and Ba3 or higher from Moody’s and if there is a split between Level I

and Level IV, V or VI, then Level III
shall apply. Each Borrower’s pricing is based on its own ratings. All amounts are in basis points
(1/100%) per annum.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Level I	 	 	Level II	 	 	Level III	 	 	Level IV	 	 	Level V	 	 	Level VI	 
	 	 	BBB or Baa2	 	 	BBB- and	 	 	BBB- or	 	 	BB+ or	 	 	BB or	 	 	BB- or Ba3	 
	 	 	or Higher	 	 	Baa3	 	 	Baa3	 	 	Ba1	 	 	Ba2	 	 	or Lower	 
	Applicable Commitment Fee Rate:
	 	 	9.0	 	 	 	11.0	 	 	 	12.5	 	 	 	20.0	 	 	 	25.0	 	 	 	30.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin 

(for Eurodollar Rate Advances):
	 	 	45.0	 	 	 	60.0	 	 	 	75.0	 	 	 	100.0	 	 	 	125.0	 	 	 	150.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable Margin 

(for Base Rate Advances):
	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	25.0	 	 	 	50.0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





Schedule IV