exv10w2






Execution Copy




 





CREDIT AGREEMENT



dated as of



June 3, 2011



among



WILLIAMS PARTNERS L.P.



NORTHWEST PIPELINE GP



and



TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC,



as Borrowers



The Lenders Party Hereto



and



CITIBANK, N.A.,



as Administrative Agent



 




CITIGROUP GLOBAL MARKETS INC.,

BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC,

J.P. MORGAN SECURITIES LLC,

RBS SECURITIES INC.

and

THE BANK OF NOVA SCOTIA,

as Joint Lead Arrangers and Joint Bookrunners



BARCLAYS CAPITAL, the investment banking division of BARCLAYS BANK PLC,

J.P. MORGAN SECURITIES LLC,

THE ROYAL BANK OF SCOTLAND PLC

and

THE BANK OF NOVA SCOTIA,

as Co-Syndication Agents



5-Year $2,000,000,000 Senior Unsecured Revolving Credit Facility



 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS
	 	 	1	 
	Section 1.01 Defined Terms
	 	 	1	 
	Section 1.02 Classification of Loans and Borrowings
	 	 	22	 
	Section 1.03 Terms Generally
	 	 	22	 
	Section 1.04 Accounting Terms; GAAP
	 	 	22	 
	ARTICLE II THE CREDITS
	 	 	22	 
	Section 2.01 Commitments
	 	 	22	 
	Section 2.02 Loans and Borrowings
	 	 	24	 
	Section 2.03 Requests for Borrowings
	 	 	24	 
	Section 2.04 [Reserved]
	 	 	25	 
	Section 2.05 [Reserved]
	 	 	25	 
	Section 2.06 Letters of Credit
	 	 	25	 
	Section 2.07 Funding of Borrowings
	 	 	30	 
	Section 2.08 Interest Elections
	 	 	31	 
	Section 2.09 Termination and Reduction of Commitments.
	 	 	32	 
	Section 2.10 Repayment of Loans; Evidence of Debt
	 	 	33	 
	Section 2.11 Prepayment of Loans
	 	 	34	 
	Section 2.12 Fees
	 	 	34	 
	Section 2.13 Interest
	 	 	35	 
	Section 2.14 Alternate Rate of Interest
	 	 	36	 
	Section 2.15 Increased Costs
	 	 	37	 
	Section 2.16 Break Funding Payments
	 	 	38	 
	Section 2.17 Taxes
	 	 	38	 
	Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs
	 	 	40	 
	Section 2.19 Mitigation Obligations; Replacement of Lenders
	 	 	41	 
	Section 2.20 Nature of Obligations
	 	 	42	 
	ARTICLE III REPRESENTATIONS AND WARRANTIES
	 	 	43	 
	Section 3.01 Organization; Powers
	 	 	43	 
	Section 3.02 Authorization; Enforceability
	 	 	43	 
	Section 3.03 Governmental Approvals; No Conflicts
	 	 	43	 
	Section 3.04 Financial Condition
	 	 	43	 
	Section 3.05 Litigation
	 	 	43	 






-i-









 




TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page
	Section 3.06 Environmental Matters
	 	 	44	 
	Section 3.07 Disclosure
	 	 	44	 
	Section 3.08 Solvency
	 	 	44	 
	Section 3.09 ERISA
	 	 	44	 
	Section 3.10 Investment Company Status
	 	 	44	 
	Section 3.11 Margin Securities
	 	 	45	 
	ARTICLE IV CONDITIONS
	 	 	45	 
	Section 4.01 Effective Date
	 	 	45	 
	Section 4.02 Each Credit Event
	 	 	46	 
	Section 4.03 Defaulting Lenders
	 	 	46	 
	ARTICLE V AFFIRMATIVE COVENANTS
	 	 	47	 
	Section 5.01 Financial Statements and Other Information
	 	 	47	 
	Section 5.02 Notices of Material Events
	 	 	48	 
	Section 5.03 Existence; Conduct of Business
	 	 	49	 
	Section 5.04 Payment of Obligations
	 	 	49	 
	Section 5.05 Maintenance of Properties; Insurance
	 	 	49	 
	Section 5.06 Books and Records; Inspection Rights
	 	 	49	 
	Section 5.07 Compliance with Laws
	 	 	49	 
	Section 5.08 Use of Proceeds and Letters of Credit
	 	 	50	 
	Section 5.09 Potential Subsidiary Guarantors
	 	 	50	 
	Section 5.10 Maintenance of Ownership of Certain Subsidiaries
	 	 	50	 
	ARTICLE VI NEGATIVE COVENANTS
	 	 	50	 
	Section 6.01 Liens
	 	 	50	 
	Section 6.02 Fundamental Changes
	 	 	51	 
	Section 6.03 Restricted Payments
	 	 	51	 
	Section 6.04 Restrictive Agreements
	 	 	51	 
	Section 6.05 Affiliate Transactions
	 	 	52	 
	Section 6.06 Change in Nature of Businesses
	 	 	53	 
	Section 6.07 Financial Condition Covenants
	 	 	53	 
	ARTICLE VII EVENTS OF DEFAULT
	 	 	53	 
	ARTICLE VIII THE ADMINISTRATIVE AGENT
	 	 	56	 
	Section 8.01 Appointment and Authority
	 	 	56	 






-ii-









 





TABLE OF CONTENTS
(continued)





	 	 	 	 	 
	 	 	Page
	Section 8.02 Administrative Agent Individually
	 	 	56	 
	Section 8.03 Duties of Administrative Agent; Exculpatory Provisions
	 	 	57	 
	Section 8.04 Reliance by Administrative Agent
	 	 	58	 
	Section 8.05 Delegation of Duties
	 	 	58	 
	Section 8.06 Resignation of Administrative Agent
	 	 	59	 
	Section 8.07 Non-Reliance on Administrative Agent and Other Lender Parties
	 	 	60	 
	Section 8.08 No Other Duties, etc
	 	 	60	 
	Section 8.09 Trust Indenture Act
	 	 	60	 
	Section 8.10 Resignation of an Issuing Bank
	 	 	61	 
	ARTICLE IX MISCELLANEOUS
	 	 	61	 
	Section 9.01 Notices
	 	 	61	 
	Section 9.02 Posting of Approved Electronic Communications
	 	 	62	 
	Section 9.03 Waivers; Amendments
	 	 	63	 
	Section 9.04 Expenses; Indemnity; Damage Waiver
	 	 	64	 
	Section 9.05 Successors and Assigns
	 	 	65	 
	Section 9.06 Survival
	 	 	68	 
	Section 9.07 Counterparts; Integration; Effectiveness
	 	 	68	 
	Section 9.08 Severability
	 	 	68	 
	Section 9.09 Right of Setoff
	 	 	68	 
	Section 9.10 Governing Law; Jurisdiction; Consent to Service of Process
	 	 	69	 
	Section 9.11 WAIVER OF JURY TRIAL
	 	 	69	 
	Section 9.12 Headings
	 	 	69	 
	Section 9.13 Confidentiality
	 	 	69	 
	Section 9.14 Treatment of Information
	 	 	70	 
	Section 9.15 Interest Rate Limitation
	 	 	72	 
	Section 9.16 No Waiver; Remedies
	 	 	72	 
	Section 9.17 Liability of General Partner
	 	 	72	 
	Section 9.18 USA Patriot Act Notice
	 	 	72	 
	Section 9.19 No Advisory or Fiduciary Responsibility
	 	 	72	 
	Section 9.20 GP Buy-in
	 	 	73	 






-iii-









 






TABLE OF CONTENTS
(continued)




	 	 	 	 	 
	 	 	Page






SCHEDULES:




	 	 	 	 	 

	Schedule 2.01

	 	-
	 	Commitments
	Schedule 2.06

	 	-
	 	Existing Letters of Credit
	Schedule 6.05

	 	-
	 	Restrictive Agreements






EXHIBITS:




	 	 	 	 	 

	Exhibit A

	 	-
	 	Form of Assignment and Acceptance
	Exhibit B

	 	-
	 	Form of Borrowing Request
	Exhibit C

	 	-
	 	Form of Interest Election Request
	Exhibit D

	 	-
	 	Form of Compliance Certificate
	Exhibit E

	 	-
	 	Form of Note











-iv-









 








CREDIT AGREEMENT




     This Credit Agreement dated as of June 3, 2011 (as amended, restated, supplemented or
otherwise modified from time to time, the “Agreement”), is among WILLIAMS PARTNERS L.P., a
Delaware limited partnership (“WPZ”), NORTHWEST PIPELINE GP, a Delaware general partnership
(“NWP”), TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, a Delaware limited liability company
(“TGPL”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.



     The parties hereto agree as follows:



ARTICLE I




DEFINITIONS AND ACCOUNTING TERMS



     Section 1.01 Defined Terms. As used in this Agreement, the following terms have the
meanings specified below:



     “ABR”, when used in reference to any Loan or Borrowing, refers to a Loan, or Loans, in
the case of a Borrowing, which bear interest at a rate determined by reference to the Alternate
Base Rate.



     “Acquisition Adjustment Period” means a period elected by WPZ, such election to be
exercised by WPZ by delivering notice thereof to the Administrative Agent, beginning with the
funding date of the purchase price for any Specified Acquisition and ending on the earlier of (a)
the last day of the second fiscal quarter next succeeding the fiscal quarter in which the Specified
Acquisition was consummated; or (b) WPZ’s election to terminate such Acquisition Adjustment Period,
such election to be exercised by WPZ delivering notice thereof to the Administrative Agent.



     “Added L/C Effective Date” has the meaning set forth in Section 2.06(l).



     “Added L/C Representations” means representations and warranties made in letter of
credit applications with respect to Added Letters of Credit that are in addition to or inconsistent
with the representations contained in Article III.



     “Added Letter of Credit” has the meaning set forth in Section 2.06(l).



     “Administrative Agent” means Citibank, N.A., in its capacity as administrative agent
for the Lenders hereunder.



     “Administrative Questionnaire” means an Administrative Questionnaire in a form
supplied by the Administrative Agent.



     “Affiliate” means, with respect to a specified Person, another Person that directly,
or indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



     “Agent’s Group” has the meaning specified in Section 8.02(b).



     “Aggregate Commitments” means the aggregate amount of all of the Lenders’ Commitments
for all of the Borrowers. The initial Aggregate Commitments as of the Effective Date are
$2,000,000,000.



     “Alternate Base Rate” means, for any day, a rate per annum equal to the greatest of
(a) the Prime Rate in effect on such day, (b) the Federal Funds Effective Rate in effect on such
day plus 1/2 of 1% and



1









 




(c) the LIBO Rate for a one month Interest Period that begins on such day (and if such day is
not a Business Day, the immediately preceding Business Day) plus 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the LIBO Rate
shall be effective from and including the effective date of such change in the Prime Rate or the
Federal Funds Effective Rate, respectively.




     “Applicable Percentage” means, with respect to any Lender, the percentage of the
Aggregate Commitments represented by such Lender’s Commitment. If the Aggregate Commitments have
terminated or expired, the Applicable Percentages shall be determined based upon the Aggregate
Commitments most recently in effect, giving effect to any assignments.



     “Applicable Rate” means for any day (a) with respect to the Loans made to each
Borrower, the applicable rate per annum set forth below under the caption “Eurodollar Spread” for
Loans comprising Eurodollar Borrowings or “ABR Spread” for Loans comprising ABR Borrowings, as the
case may be, based upon the ratings by Moody’s and S&P, respectively, applicable on such date to
the Index Debt for such Borrower, or (b) with respect to the commitment fees payable hereunder, the
rate per annum set forth below under the caption “Commitment Rate” based upon the ratings by
Moody’s and S&P, respectively, applicable on such date to the Index Debt for WPZ.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	Index Debt Ratings:	 	Eurodollar	 	 	 	 
	(S&P/Moody’s)	 	Spread	 	ABR Spread	 	Commitment Rate
	Category 1 3  BBB+ / Baa1
	 	 	1.25	%	 	 	0.25	%	 	 	0.175	%
	Category 2 BBB / Baa2
	 	 	1.50	%	 	 	0.50	%	 	 	0.20	%
	Category 3 BBB- / Baa3
	 	 	1.75	%	 	 	0.75	%	 	 	0.25	%
	Category 4 BB+ / Ba1
	 	 	1.875	%	 	 	0.875	%	 	 	0.30	%
	Category 5 £  BB / Ba2
	 	 	2.25	%	 	 	1.25	%	 	 	0.40	%





For purposes of the foregoing, with respect to each Borrower (i) if only one of Moody’s and S&P
shall have in effect a rating for the Index Debt, then the other rating agency shall be deemed to
have established a rating in the same Category as such agency; (ii) if each of Moody’s and S&P
shall have in effect a rating for the Index Debt, and such ratings shall fall within different
Categories, the Applicable Rate shall be based on (A) if the difference is one Category, the higher
of the two ratings, and (B) if the difference is more than one Category, the rating one Category
below the higher of the two ratings; and (iii) if the ratings established or deemed to have been
established by Moody’s and S&P for the Index Debt shall be changed (other than as a result of a
change in the rating system of Moody’s or S&P), such change shall be effective as of the date on
which it is first announced by the applicable rating agency. Each change in the Applicable Rate
shall apply during the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the rating system of
Moody’s or S&P shall change, or if any such rating agency shall cease to be in the business of
rating corporate debt obligations, the Borrowers and the Lenders shall negotiate in good faith to
amend this definition to reflect such changed rating system or the unavailability of ratings from
such rating agency and, pending the effectiveness of any such amendment, the Applicable Rate shall
be determined by reference to the rating most recently in effect prior to such change or cessation.







2









 








     “Approved Electronic Communications” means each Communication that any Borrower is
obligated to, or otherwise chooses to, provide to the Administrative Agent pursuant to any Loan
Document or the transactions contemplated therein, including any financial statement, financial and
other report, notice, request, certificate and other information material.



     “Approved Electronic Platform” has the meaning specified in Section 9.02.



     “Approved Fund” means any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a
Lender.



     “Assignment and Acceptance” means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by
Section 9.05), and accepted by the Administrative Agent, substantially in the form of
Exhibit A or any other form approved by the Administrative Agent.



     “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).



     “Availability Period” means the period from and including the Effective Date to but
excluding the earlier of the Maturity Date and the date of termination of the Aggregate
Commitments.



     “Beneficial Owner” has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5
under the Exchange Act, except that in calculating the beneficial ownership of any particular
“person” (as that term is used in Section 13(d)(3) of the Exchange Act), such “person” will be
deemed to have beneficial ownership of all securities that such “person” has the right to acquire
by conversion or exercise of other securities, whether such right is currently exercisable or is
exercisable only upon the occurrence of a subsequent condition. The terms “Beneficially Owns” and
“Beneficially Owned” have correlative meanings.



     “Borrower” means any of (a) WPZ, (b) until the date on which NWP delivers to the Agent
a certificate requesting that it be removed as a Borrower, NWP and (c) until the date on which TGPL
delivers to the Agent a certificate requesting that it be removed as a Borrower, TGPL and
“Borrowers” means, collectively, all of the Borrowers at such time.



     “Borrower Sublimit” has the meaning set forth in Section 2.01(a).



     “Borrowing” means Loans of the same Type, made, converted or continued on the same
date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.



     “Borrowing Request” means a request by a Borrower for a Borrowing in accordance with
Section 2.03, and being in the form of attached Exhibit B.



     “Business Day” means any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed;
provided that, when used in connection with a Eurodollar Loan, the term “Business
Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in
the London interbank market.



3









 





     “Capital Lease Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of real or personal property, or a combination thereof, which
obligations are required under GAAP to be classified and accounted for as capital leases on a
balance sheet of such Person, and the amount of such obligations shall be the capitalized amount
thereof determined in accordance with GAAP; provided that (i) any lease that was treated as
an operating lease under GAAP at the time it was entered into that later becomes a capital lease as
a result of a change in GAAP during the life of such lease, including any renewals, and (ii) any
lease entered into after the date of this Agreement that would have been considered an operating
lease under the provisions of GAAP in effect as of December 31, 2010, in each case, shall be
treated as an operating lease for all purposes under this Agreement.



     “Capital Stock” means:



     (a) in the case of a corporation, corporate stock;



     (b) in the case of an association or business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock;



     (c) in the case of a partnership or limited liability company, partnership or membership
interests (whether general or limited); and



     (d) any other interest or participation that confers on a Person the right to receive a share
of the profits and losses of, or distributions of assets of, the issuing Person.



     “Cash Collateralize” means, in respect of an obligation, provide and pledge (as a
first priority perfected security interest) cash collateral in dollars, at a location and pursuant
to documentation in form and substance reasonably satisfactory to the Administrative Agent (and
“Cash Collateralization” has a corresponding meaning).



     “Change in Control” means the occurrence of any of the following:



     (a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation), in one or a series of related transactions, of all or
substantially all of the properties or assets of the General Partner to any “person” (as that term
is used in Section 13(d)(3) of the Exchange Act), other than Williams or one of its other
Subsidiaries;



     (b) the adoption of a plan relating to the liquidation or dissolution of WPZ or the General
Partner;



     (c) any Person other than Williams or any of its Subsidiaries becomes the Beneficial Owner,
directly or indirectly, of 50% or more of the Voting Stock of the General Partner; or



     (d) the first day on which a majority of the members of the Board of Directors of the General
Partner are not Continuing Directors.



     “Change in Law” means the occurrence, after the date of this Agreement, of any of the
following: (a) the adoption of any law, rule, regulation or treaty, (b) any change in any law,
rule, regulation or treaty or in the administration, interpretation, implementation or application
thereof by any Governmental Authority or (c) the making or issuance of, and compliance by the
relevant Lender or Issuing Bank with, any request, guideline or directive (whether or not having
the force of law) by any Governmental Authority; provided that notwithstanding anything
herein to the contrary, (x) the Dodd-Frank Wall Street



4









 




Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives
promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision
(or any successor or similar authority) or the United States or foreign regulatory authorities, in
each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless
of the date enacted, adopted or issued.




     “Closing Date” means June 3, 2011.



     “Code” means the Internal Revenue Code of 1986, as amended from time to time.



     “Commercial Operation Date” means the date on which a Material Project is
substantially complete and commercially operable.



     “Commitment” means, with respect to any Lender, the commitment of such Lender to make
Loans and to acquire participations in Letters of Credit, expressed as an amount representing the
maximum aggregate amount of such Lender’s Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.09 and (b) increased from time to time
pursuant to Section 2.01 or assignments by or to such Lender pursuant to Section
9.05. The initial amount of each Lender’s Commitment is set forth on Schedule 2.01, or
in the Assignment and Acceptance pursuant to which such Lender shall have assumed its Commitment,
as applicable.



     “Communications” means each notice, demand, communication, information, document and
other material provided for hereunder or under any other Loan Document or otherwise transmitted
between the parties hereto relating to this Agreement, the other Loan Documents, any Borrower or
their respective Affiliates, or the transactions contemplated by this Agreement or the other Loan
Documents including, without limitation, all Approved Electronic Communications.



     “Consolidated EBITDA” means, for any period (without duplication), consolidated net
income of WPZ and its consolidated Subsidiaries for such period, plus (a) each of the following to
the extent deducted in determining such consolidated net income (i) all Consolidated Interest
Expense, (ii) all income taxes and franchise taxes of WPZ and its consolidated Subsidiaries for
such period, (iii) all depreciation, depletion and amortization (including amortization of goodwill
and debt issuance costs) of WPZ and its consolidated Subsidiaries for such period, (iv) any other
non-cash charges or losses of WPZ and its consolidated Subsidiaries for such period, including
asset impairments, write-downs or write-offs and (v) the amount of charges, fees or expenses
associated with any debt, including in connection with the repurchase or repayment thereof,
including any premium and acceleration of fees or discounts and other expenses, plus (b) the amount
of cash dividends actually received during such period by WPZ on a consolidated basis from
unconsolidated Subsidiaries of WPZ or other Persons (provided that any such cash dividends
actually received within thirty days after the last day of any fiscal quarter attributable to
operations during such prior fiscal quarter shall be deemed to have been received during such prior
fiscal quarter and not in the fiscal quarter actually received) minus (c) each of the following (i)
all non-cash items of income or gain of WPZ and its consolidated Subsidiaries which were included
in determining such consolidated net income for such period, (ii) any cash payments made during
such period in respect of items described in clause (a)(iv) above subsequent to the fiscal quarter
in which the relevant non-cash charges or losses were reflected as a charge in determining
consolidated net income hereunder and (iii) equity earnings from unconsolidated Subsidiaries of
WPZ. Consolidated EBITDA shall be subject to the adjustments set forth in the following clauses
(A) and (B) for all purposes under this Agreement:



     (A) If, since the beginning of the four fiscal quarter period ending on the date for which
Consolidated EBITDA is determined, WPZ, any Subsidiary of WPZ or any entity with respect to which
WPZ holds an equity method investment shall have made any acquisition of assets, shall have



5









 




consolidated or merged with or into any Person (other than a Subsidiary of WPZ), or shall have
made an acquisition of any Person, Consolidated EBITDA may, at WPZ’s option, be calculated giving
pro forma effect thereto as if the acquisition, consolidation or merger had occurred on the first
day of such period. Such pro forma effect shall be determined in good faith by a Financial Officer
of WPZ.




     (B) Consolidated EBITDA shall be increased by the amount of any applicable Material Project
EBITDA Adjustments applicable to such period.



     “Consolidated Indebtedness” means, with respect to any Person, the Indebtedness of
such Person and its consolidated Subsidiaries determined on a consolidated basis as of such date.



     “Consolidated Interest Expense” means, for any period, all interest paid or accrued
during such period by WPZ and its consolidated Subsidiaries on, and all fees and related charges in
respect of, Consolidated Indebtedness which was deducted in determining consolidated net income
during such period.



     “Consolidated Net Tangible Assets” means, at any date of determination, the total
amount of consolidated assets of WPZ and its Subsidiaries after deducting therefrom: (a) all
current liabilities (excluding (i) any current liabilities that by their terms are extendable or
renewable at the option of the obligor thereon to a time more than 12 months after the time as of
which the amount thereof is being computed, and (ii) current maturities of long-term debt); and (b)
the value (net of any applicable reserves and accumulated amortization) of all goodwill, trade
names, trademarks, patents and other like intangible assets, all as set forth, or on a pro forma
basis would be set forth, on the consolidated balance sheet of WPZ and its Subsidiaries for the
most recently completed fiscal quarter, prepared in accordance with GAAP.



     “Consolidated Net Worth” means as to any Person, at any date of determination, the sum
of (i) preferred stock (if any), (ii) an amount equal to the face amount of outstanding Hybrid
Securities not in excess of 15% of Consolidated Total Capitalization, (iii) par value of common
stock, (iv) capital in excess of par value of common stock, (v) partners’ capital or equity, and
(vi) retained earnings, less treasury stock (if any), of such Person, all as determined on a
consolidated basis.



     “Consolidated Total Capitalization” means as to any Person, the sum of (i)
Consolidated Indebtedness and (ii) such Person’s Consolidated Net Worth.



     “Continuing Directors” means, as of any date of determination, any member of the Board
of Directors of the General Partner who:



     (a) was a member of such Board of Directors on the date of this Agreement; or



     (b) 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.



     “Control” means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. “Controlling” and “Controlled”
have meanings correlative thereto.



     “Credit Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender’s Loans and its LC Exposure at such time.



6









 





     “Default” means any event or condition which constitutes an Event of Default or which
upon notice, lapse of time or both would, unless cured or waived, become an Event of Default.



     “Defaulting Lender” means, at any time, a Lender as to which the Administrative Agent
(or, in the case of the Administrative Agent, any Issuing Bank with a Letter of Credit Commitment
in excess of $100,000,000) has notified WPZ that (a) such Lender has failed for three or more
Business Days to comply with its obligations under this Agreement to make a Loan, make a payment to
an Issuing Bank in respect of an LC Disbursement except for such failure being contested in good
faith by appropriate proceedings (each a “funding obligation”), (b) such Lender has
notified the Administrative Agent, or has stated publicly, that it will not comply with any such
funding obligation hereunder, (c) such Lender has, for three or more Business Days, failed to
confirm in writing to the Administrative Agent (or, in the case of the Administrative Agent, the
Issuing Bank or Borrower making such request), in response to a written request of the
Administrative Agent, any Issuing Bank with a Letter of Credit Commitment in excess of $100,000,000
or a Borrower, that it will comply with its funding obligations hereunder (provided that
such Lender shall cease to be a Defaulting Lender pursuant to this clause (c) upon receipt of such
written confirmation by the Administrative Agent and the Borrower), or (d) a Lender Insolvency
Event has occurred and is continuing with respect to such Lender (provided that neither the
reallocation of funding obligations provided for in Section 2.06(k) as a result of a
Lender’s being a Defaulting Lender nor the performance by Non-Defaulting Lenders of such
reallocated funding obligations will by themselves cause the relevant Defaulting Lender to become a
Non-Defaulting Lender); provided, that (i) if a Lender would be a “Defaulting Lender”
solely by reason of events relating to the Parent Company of such Lender or solely because a
Governmental Authority has been appointed as receiver, conservator, trustee or custodian for such
Lender, in each case as described in clause (d) above, the Administrative Agent (or applicable
Issuing Bank) may, in its discretion, determine that such Lender is not a “Defaulting Lender” if
and for so long as the Administrative Agent (or applicable Issuing Bank) is satisfied that such
Lender will continue to perform its funding obligations hereunder, (ii) the Administrative Agent
(or applicable Issuing Bank) may, by notice to the Borrowers and the Lenders, declare that a
Defaulting Lender is no longer a “Defaulting Lender” if the Administrative Agent (or applicable
Issuing Bank) determines, in its discretion, that the circumstances that resulted in such Lender
becoming a “Defaulting Lender” no longer apply and (iii) a Lender shall not be a Defaulting Lender
solely by virtue of the ownership or acquisition of Voting Stock or any other Equity Interest in
such Lender or a Parent Company thereof or the exercise of any voting rights in connection
therewith by a Governmental Authority or an instrumentality thereof. Any determination that a
Lender is a Defaulting Lender under clauses (a) through (d) above will be made by the
Administrative Agent in its sole discretion acting in good faith, provided that the
determination that the Administrative Agent is a Defaulting Lender under clauses (a) through (d)
above may be made by any Issuing Bank with a Letter of Credit Commitment in excess of $100,000,000
at the time of such determination in its sole discretion acting in good faith. The Administrative
Agent (or applicable Issuing Bank) will promptly send to all parties hereto a copy of any notice to
WPZ provided for in this definition. For avoidance of doubt (A) an assignee of a Defaulting Lender
shall not be deemed to be a Defaulting Lender solely by virtue of the fact that it is an assignee
of a Defaulting Lender and (B) when a Defaulting Lender ceases to be a Defaulting Lender (due to
assignment to a new Lender, commitment reduction pursuant to Section 2.09(d), clause (ii)
of the proviso of this definition of Defaulting Lender, or otherwise), all Cash Collateral in
connection with such Defaulting Lender with respect to Letters of Credit under Section
2.06(j)(ii) shall be promptly released to the applicable Borrower and all commitment
reallocations under Section 2.06(k) shall be promptly adjusted.



     “Discovery” means Discovery Producer Services LLC, a Delaware limited liability
company, and its successors and assigns.



     “dollars” or “$” refers to lawful money of the United States of America.



7









 





     “Effective Date” means the date on or prior to June 3, 2011, specified in the notice
referred to in the last sentence of Section 4.01.



     “Eligible Assignee” means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved
Fund, and (d) any other Person (other than a natural person) approved by (i) the Administrative
Agent, (ii) the Issuing Banks, and (iii) unless an Event of Default has occurred and is continuing,
WPZ (each such approval not to be unreasonably withheld or delayed); provided that
notwithstanding the foregoing, “Eligible Assignee” shall not include WPZ or any of WPZ’s
Affiliates.



     “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, notices or binding agreements issued, promulgated or entered into
by any Governmental Authority, relating to the environment, preservation or reclamation of natural
resources, or the management, release or threatened release of any Hazardous Material.



     “Equity Interest” means shares of the Capital Stock, partnership interests, membership
interests in a limited liability company, beneficial interests in a trust or other equity interests
in any Person, or any warrants, options or other rights to acquire such interests.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from
time to time.



     “ERISA Affiliate”, as to any applicable Person, means any trade or business (whether
or not incorporated) that, together with WPZ, is treated as a single employer under Section 414(b)
or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is
treated as a single employer under Section 414 of the Code.



     “ERISA Event” means (a) any “reportable event”, as defined 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) or the regulations
issued thereunder with respect to a Plan (other than an event for which the 30-day notice period is
waived) which could reasonably be expected to result in a termination of, or the appointment of a
trustee to administer, a Plan; (b) the existence with respect to any Plan of an “accumulated
funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any Plan; (d) the
incurrence by WPZ or any of its ERISA Affiliates of any liability under Title IV of ERISA with
respect to the termination of any Plan; (e) the receipt by WPZ or any ERISA Affiliate from the PBGC
or a plan administrator of any notice relating to an intention to terminate any Plan or Plans or to
appoint a trustee to administer any Plan; (f) the incurrence by WPZ or any of its ERISA Affiliates
of any liability with respect to the withdrawal or partial withdrawal from any Plan or
Multiemployer 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 (g) the receipt by WPZ or any ERISA Affiliate of any
notice, or the receipt by any Multiemployer Plan from WPZ or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is,
or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA,
other than (in the case of clauses (a) through (f) of this definition) where the matters described
in such clauses, in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.



     “Eurocurrency Liabilities” has the meaning assigned to that term in Regulation D of
the Board of Governors of the Federal Reserve System of the United States of America, as in effect
from time to time.



8









 





     “Eurodollar”, when used in reference to any Loan or Borrowing, refers to a Loan, or
Loans, in the case of a Borrowing, which bear interest at a rate determined by reference to the
LIBO Rate.



     “Eurodollar Rate Reserve Percentage” of any Lender for any Interest Period for each
Eurodollar Borrowing means the reserve percentage applicable during such Interest Period (or if
more than one such percentage shall be so applicable, the daily average of such percentages for
those days in such Interest Period during which any such percentage shall be so applicable) under
regulations issued from time to time by the Board of Governors of the Federal Reserve System of the
United States of America for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve requirement) for such Lender with
respect to liabilities or assets consisting of or including Eurocurrency Liabilities having a term
equal to such Interest Period.



     “Event of Default” has the meaning assigned to such term in Article VII.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Excluded Taxes” means, with respect to the Administrative Agent, any Lender Party or
any other recipient of any payment to be made by or on account of any obligation of any Borrower
hereunder, (a) income or franchise taxes imposed on (or measured by) its net income by the United
States of America, by any state (including any locality or subdivision thereof) or the District of
Columbia or by the jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its applicable lending office
is located, (b) any branch profits taxes imposed by the United States of America, any state thereof
or the District of Columbia or any similar tax imposed by any other jurisdiction in which the
Administrative Agent, such Lender or such other recipient is located, (c) in the case of a Foreign
Lender (other than an assignee pursuant to a request by the applicable Borrower under Section
2.19(b)), any withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or
is attributable to such Foreign Lender’s failure to comply with Section 2.17(e), except to
the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of
designation of a new lending office (or assignment), to receive additional amounts from such
Borrower with respect to such withholding tax pursuant to Section 2.17(a) and (d) any U.S.
Federal withholding Taxes imposed by FATCA.



     “Existing Credit Agreement” means the Credit Agreement dated as of February 17, 2010
among WPZ, the lenders party thereto and Citibank, N.A., as administrative agent, as amended prior
to the Effective Date.



     “Existing Letters of Credit” means all letters of credit listed on Schedule
2.06.



     “FATCA” means Sections 1471 through 1474 of the Code as of the date hereof and any
regulations or official interpretations thereof.



     “Federal Funds Effective Rate” means, for any day, 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 on the next succeeding Business Day by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business Day, the average
of the quotations for such day for such transactions received by the Administrative Agent from
three federal funds brokers of recognized standing selected by it.



     “Fee Letters” means (a) the letter agreement dated as of May 5, 2011 among WPZ and the
Joint Lead Arrangers, (b) the letter agreement dated as of June 3, 2011 among WPZ, the
Administrative Agent



9









 




and Citigroup Global Markets Inc., (c) the letter agreement dated as of May 5, 2011 between
WPZ and Barclays Bank PLC, (d) the letter agreement dated as of May 5, 2011 between WPZ and The
Bank of Nova Scotia and (e) the letter agreement dated as of May 5, 2011 between WPZ and The Royal
Bank of Scotland plc.




     “Financial Officer” means (a) with respect to WPZ, the chief financial officer,
principal accounting officer, treasurer or controller of the General Partner and (b) with respect
to any other Person, the chief financial officer, principal accounting officer, treasurer,
assistant treasurer or controller of such Person or the governing body of such Person.



     “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 for non-speculative purposes), with the amount of the obligations of such Person
thereunder being the net obligations of such Person thereunder.



     “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction
other than that in which a Borrower is resident for tax purposes. For purposes of this definition,
the United States of America, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction.



     “Fund” means any Person (other than a natural person) that is (or will be) engaged in
making, purchasing, holding or otherwise investing in commercial loans and similar extensions of
credit in the ordinary course of its business.



     “GAAP” means generally accepted accounting principles in the United States of America.



     “General Partner” means Williams Partners GP LLC, a Delaware limited liability company
(including any permitted successors and assigns under the Partnership Agreement).



     “Governmental Authority” means the government of the United States of America or any
other nation, or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the European Union or the
European Central Bank).



     “Guarantors” means each of (a) the Subsidiaries of WPZ that execute a Guaranty in
accordance with Section 5.09 hereof and (b) the respective successors of such Subsidiaries,
in each case until such time as any such Subsidiary shall be released and relieved of its
obligations pursuant to Section 5.09 hereof.



     “Guaranty” means a guaranty executed by any Guarantor in favor of the Administrative
Agent and the Lenders in form and substance reasonably agreed to between WPZ and the Administrative
Agent.



     “Hazardous Materials” means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature, in each case
regulated pursuant to any Environmental Law.



10









 





     “Hedging Agreement” means a financial instrument or security which is used as a cash
flow or fair value hedge to manage the risk associated with a change in interest rates, foreign
currency exchange rates or commodity prices.



     “Hybrid Securities” means any trust preferred securities, or deferrable interest
subordinated debt with a maturity of at least 20 years, which provides for the optional or
mandatory deferral of interest or distributions, issued by any Borrower, or any business trusts,
limited liability companies, limited partnerships or similar entities (i) substantially all of the
common equity, general partner or similar interests of which are owned (either directly or
indirectly through one or more wholly owned Subsidiaries) at all times by WPZ or any of its
Subsidiaries, (ii) that have been formed for the purpose of issuing hybrid securities or deferrable
interest subordinated debt, and (iii) substantially all the assets of which consist of (A)
subordinated debt of WPZ or a Subsidiary of WPZ, and (B) payments made from time to time on the
subordinated debt.



     “Indebtedness” of any Person at any date means, without duplication, (a) all
indebtedness of such Person for borrowed money, (b) all obligations of such Person evidenced by
notes, bonds, debentures or other similar instruments (other than surety, performance and guaranty
bonds), (c) all obligations of such Person for the deferred purchase price of property or services
(other than trade payables), which obligation is, individually, in excess of $100,000,000, (d) all
Capital Lease Obligations of such Person, (e) all obligations of such Person under any Financing
Transaction, (f) all Attributable Obligations of such Person with respect to any Sale and Leaseback
Transaction, and (g) all 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, Indebtedness or obligations of others of the kinds referred to in
clauses (a) through (f) of this definition; provided that Indebtedness shall not include
(1) Non-Recourse Debt, (2) Performance Guaranties, (3) 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, (4) any obligations of such Person under volumetric production payment arrangements, (5)
International Debt and (6) guarantees by such Person of obligations of others which are not
obligations described in clauses (a) through (f) 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, “Indebtedness” of a Person in respect of letters of credit
shall include, without duplication, only the principal amount of the unreimbursed 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.



     “Indemnified Taxes” means Taxes other than Excluded Taxes.



     “Index Debt” means senior, unsecured, non-credit enhanced Indebtedness of the
applicable Borrower.



     “Information Memorandum” means the Confidential Information Memorandum dated May 2011
relating to WPZ and the Transactions.



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



     “International Subsidiary” means any subsidiary of the Borrower that is not
incorporated or organized under the laws of the United States of America, any State thereof or the
District of Columbia.



11









 





     “Interest Election Request” means a request by a Borrower to convert or continue a
Borrowing in accordance with Section 2.08, and being in the form of attached Exhibit
C.



     “Interest Payment Date” means (a) with respect to any ABR Loan, the last Business Day
of each March, June, September and December, and (b) with respect to any Eurodollar Loan, the last
Business Day of the Interest Period applicable to the Borrowing of which such Loan is a part and,
in the case of a Eurodollar Borrowing with an Interest Period of more than three (3) months’
duration, each day that occurs an integral multiple of three (3) months after the first day of such
Interest Period.



     “Interest Period” means with respect to any Eurodollar Borrowing, the period
commencing on the date of such Borrowing and ending on the numerically corresponding day in the
calendar month that is one, two, three, six or, if available to all of the Lenders, 12 months
thereafter, as a Borrower may elect; provided, that (i) if any Interest Period would end on
a day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless, in the case of a Eurodollar Borrowing only, such next succeeding Business Day
would fall in the next calendar month, in which case such Interest Period shall end on the next
preceding Business Day and (ii) any Interest Period pertaining to a Eurodollar Borrowing that
commences on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the last calendar month of such Interest Period) shall end on the
last Business Day of the last calendar month of such Interest Period. For purposes of this
definition, the date of a Borrowing initially shall be the date on which such Borrowing is made and
thereafter shall be the effective date of the most recent conversion or continuation of such
Borrowing.



     “Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s or BBB- (or the equivalent) by S&P.



     “Issuing Bank” means the Persons listed on Schedule 2.01 with a Letter of
Credit Commitment or any other Lender that has issued or agreed to issue Letters of Credit at the
request of a Borrower after consultation with the Administrative Agent, in its capacity as the
issuer of such Letter of Credit, and “Issuing Banks” means, collectively, all of such Issuing
Banks.



     “Joint Lead Arrangers” means Citigroup Global Markets Inc., Barclays Capital, the
investment banking division of Barclays Bank PLC, J.P. Morgan Securities LLC, RBS Securities Inc.,
and The Bank of Nova Scotia, as joint lead arrangers and joint book runners.



     “LC Disbursement” means a payment made by an Issuing Bank pursuant to a Letter of
Credit.



     “LC Exposure” means, at any time, the sum of (a) the aggregate undrawn amount of all
outstanding Letters of Credit at such time plus (b) the aggregate amount of all LC Disbursements
that have not yet been reimbursed by or on behalf of the Borrowers at such time. The LC Exposure
of any Lender at any time shall be its Applicable Percentage of the total LC Exposure at such time.



     “Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent,
or is generally unable to pay its debts as they become due, or admits in writing its inability to
pay its debts as they become due, or makes a general assignment for the benefit of its creditors,
or (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency,
reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor
or sequestrator or the like has been appointed for such Lender or its Parent Company, or such
Lender or its Parent Company has taken any action in furtherance of or indicating its consent to or
acquiescence in any such proceeding or appointment.



     “Lender Party” means any Lender or any Issuing Bank.



12









 





     “Lender Party Appointment Period” has the meaning assigned in Section 8.06.



     “Lenders” means the Persons listed on Schedule 2.01 and any other Person that
shall have become a party hereto pursuant to an Assignment and Acceptance or pursuant to
Section 2.01(c), other than any such Person that ceases to be a party hereto pursuant to an
Assignment and Acceptance.



     “Letter of Credit” means any letter of credit issued pursuant to this Agreement,
including the Added Letters of Credit.



     “Letter of Credit Commitment” means, with respect to any Issuing Bank, the commitment
of such Issuing Bank to issue Letters of Credit hereunder, expressed as an amount representing the
maximum aggregate amount of the LC Exposure with respect to Letters of Credit issued by such
Issuing Bank and LC Disbursements with respect to Letters of Credit issued by such Issuing Bank, as
such commitment may be (a) reduced from time to time pursuant to Section 2.09, (b)
increased or reduced pursuant to Section 2.01(c)(iii) or (c) terminated pursuant to
Section 8.10. The initial amount of each Issuing Bank’s Letter of Credit Commitment is set
forth on Schedule 2.01.



     “Letter of Credit Documents” means with respect to any Letter of Credit, letter of
credit application and any other document, agreement and instrument entered into by an Issuing Bank
and a Borrower (or by the Borrower on behalf of any Subsidiary of such Borrower, as a co-applicant)
or in favor of such Issuing Bank and relating to any such Letter of Credit.



     “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period,
(a) the rate per annum appearing at Reuters Reference LIBOR01 page (or on any successor or
substitute therefor provided by Reuters, providing rate quotations comparable to those currently
provided on such page, as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the London interbank
market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of
such Interest Period, as the rate for dollar deposits with a maturity comparable to such Interest
Period; (b) if for any reason the rate specified in clause (a) of this definition does not so
appear on Reuters Reference LIBOR01 (or any successor thereto or substitute therefor provided by
Reuters), the rate per annum appearing on Bloomberg Financial Markets Service (or any successor or
substitute page) as the London interbank offered rate for deposits in dollars at approximately
11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period for a
maturity comparable to such Interest Period; and (c) if the rate specified in clause (a) of this
definition does not so appear on Reuters Reference LIBOR01 (or any successor or substitute page
provided by Reuters) and if no rate specified in clause (b) of this definition so appears on
Bloomberg Financial Markets Service (or any successor or substitute page), the average of the
interest rates per annum at which dollar deposits of $5,000,000 and for a maturity comparable to
such Interest Period are offered by the respective principal London offices of the Reference Banks
in immediately available funds in the London interbank market at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest Period.



     “Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien,
pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, and (b)
the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title
retention agreement relating to such asset.



     “Loans” means the loans made by the Lenders to the Borrowers pursuant to this
Agreement.



13









 





     “Loan Documents” means this Agreement, each Note, each Letter of Credit Document, the
Fee Letters, the Guaranties and all other agreements, certificates, documents, instruments and
writings at any time delivered in connection herewith or therewith (exclusive of term sheets and
commitment letters).



     “Material Adverse Effect” means a material adverse effect on (i) the financial
condition, operations, or properties of WPZ and its Subsidiaries, taken as a whole, or (ii) the
ability of WPZ and the Guarantors, if any, or any other Borrower, to perform their obligations,
taken as a whole, under this Agreement and the Notes, or (iii) the validity or enforceability of
this Agreement or the Notes.



     “Material Indebtedness” means, with respect to any Borrower, Indebtedness (other than
the Loans), of any one or more of such Borrower and its Subsidiaries in an aggregate principal
amount exceeding $100,000,000.



     “Material Project” means the construction or expansion of any capital project of WPZ
or any of its Subsidiaries or any entity with respect to which it holds an equity method
investment, the aggregate capital cost of which exceeds $25,000,000.



     “Material Project EBITDA Adjustments” shall mean, with respect to each Material
Project:



     (A) prior to the Commercial Operation Date of a Material Project (but including the fiscal
quarter in which such Commercial Operation Date occurs), a percentage (based on the then-current
completion percentage of such Material Project) of an amount to be approved by the Administrative
Agent as the projected Consolidated EBITDA of WPZ and its Subsidiaries attributable to such
Material Project for the first 12-month period following the scheduled Commercial Operation Date of
such Material Project (such amount to be determined based on customer contracts or tariff-based
customers relating to such Material Project, the creditworthiness of the other parties to such
contracts or such tariff-based customers, and projected revenues from such contracts, tariffs,
capital costs and expenses, scheduled Commercial Operation Date, oil and gas reserve and production
estimates, commodity price assumptions and other factors reasonably deemed appropriate by
Administrative Agent), which may, at WPZ’s option, be added to actual Consolidated EBITDA for WPZ
and its Subsidiaries for the fiscal quarter in which construction of such Material Project
commences and for each fiscal quarter thereafter until the Commercial Operation Date of such
Material Project (including the fiscal quarter in which such Commercial Operation Date occurs, but
net of any actual Consolidated EBITDA of WPZ and its Subsidiaries attributable to such Material
Project following such Commercial Operation Date); provided that if the actual Commercial
Operation Date does not occur by the scheduled Commercial Operation Date, then the foregoing amount
shall be reduced, for quarters ending after the scheduled Commercial Operation Date to (but
excluding) the first full quarter after its Commercial Operation Date, by the following percentage
amounts depending on the period of delay (based on the period of actual delay or then-estimated
delay, whichever is longer): (i) 90 days or less, 0%, (ii) longer than 90 days, but not more than
180 days, 25%, (iii) longer than 180 days but not more than 270 days, 50%, and (iv) longer than 270
days, 100%; and



     (B) beginning with the first full fiscal quarter following the Commercial Operation Date of a
Material Project and for the two immediately succeeding fiscal quarters, an amount to be approved
by the Administrative Agent as the projected Consolidated EBITDA of Borrower and its Subsidiaries
attributable to such Material Project (determined in the same manner as set forth in clause (A)
above) for the balance of the four full fiscal quarter period following such Commercial Operation
Date, which may, at WPZ’s option, be added to actual Consolidated EBITDA for WPZ and its
Subsidiaries for such fiscal quarters.



14









 





     Notwithstanding the foregoing:



     (i) no such additions shall be allowed with respect to any Material Project unless:




     (a) not later than 30 days prior to the delivery of any certificate required by the
terms and provisions of Section 5.01(c) to the extent Material Project EBITDA
Adjustments will be made to Consolidated EBITDA in determining compliance with Section
6.07(b), WPZ shall have delivered to the Administrative Agent a written request for
Material Project EBITDA Adjustments setting forth (i) the scheduled Commercial Operation
Date for such Material Project, (ii) pro forma projections of Consolidated EBITDA
attributable to such Material Project, (iii) information, as applicable, regarding (A)
customer contracts relating to such Material Project (or negotiated settlements in
connection with such Material Project), (B) the creditworthiness of the other parties to
such contracts or settlements, as the case may be, (C) projected revenues from such
contracts or settlements, as the case may be, (D) projected capital costs and expenses, and
(E) commodity price assumptions, and (iv) such other information previously requested by the
Administrative Agent which it reasonably deemed necessary to approve such Material Project
EBITDA Adjustments, and




     (b) prior to the date such certificate is required to be delivered, the Administrative
Agent shall have approved (such approval not to be unreasonably withheld) such projections
and shall have received such other information and documentation as the Administrative Agent
may reasonably request, all in form and substance satisfactory to the Administrative Agent,
and



     (ii) the aggregate amount of all Material Project EBITDA Adjustments during any period shall
be limited to 20% of the total actual Consolidated EBITDA of WPZ and its Subsidiaries for such
period (which total actual Consolidated EBITDA shall be determined without including any Material
Project EBITDA Adjustments).



     Any Material Project EBITDA Adjustment with respect to any Material Project of an entity with
respect to which WPZ holds an equity method investment shall be determined as set forth above,
based upon the projected (prior to the Commercial Operation Date) and actual (on and after the
Commercial Operation Date) cash dividends projected to be received or actually received by WPZ on a
consolidated basis from such entity.



     “Material Subsidiary” means, with respect to any Borrower, each Subsidiary of such
Borrower that, as of the last day of the fiscal year of such Borrower most recently ended prior to
the relevant determination of Material Subsidiaries, has a net worth determined in accordance with
GAAP that is greater than 10% of the Consolidated Net Worth of such Borrower as of such day;
provided that the Non-Recourse Subsidiaries shall not be deemed to be Material Subsidiaries
for any purpose of this Agreement.



     “Maturity Date” means the fifth anniversary of the Effective Date.



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



     “Multiemployer Plan” means a 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 Borrower or
an ERISA Affiliate of any Borrower.



     “Non-Defaulting Lender” means, at any time, a Lender that is not a Defaulting Lender.



15









 





     “Non-Recourse Debt” means any Indebtedness 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, a project, which Indebtedness does not provide for recourse against WPZ or
any Subsidiary of WPZ (other than a Non-Recourse Subsidiary and such recourse as exists under a
Performance Guaranty) or any property or asset of WPZ or any Subsidiary of WPZ (other than the
Equity Interests in, or the property or assets of, a Non-Recourse Subsidiary). Non-Recourse Debt
may become or cease to become Non-Recourse Debt on the basis of whether it satisfies this
definition at the time considered.



     “Non-Recourse Subsidiary” means (i) any subsidiary of WPZ (other than a Borrower or a
Subsidiary of WPZ that is an owner, directly or indirectly, of any Equity Interest in any
Borrower) 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 Person created for such purpose, and substantially
all the assets of which subsidiary and such Person 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 Indebtedness or other obligations of,
one or more other such Subsidiaries or Persons, or (z) Indebtedness or other obligations of WPZ or
its Subsidiaries or other Persons and (ii) any Subsidiary of a Non-Recourse Subsidiary. A
Non-Recourse Subsidiary may become or cease to become a Non-Recourse Subsidiary on the basis of
whether it satisfies this definition at the time considered.



     “Notes” means any promissory notes issued by Borrower pursuant to Section
2.10(e).



     “Other Taxes” means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.



     “Parent Company” means, with respect to a Lender, the bank holding company (as defined
in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning,
beneficially or of record, directly or indirectly, a majority of the shares of such Lender.



     “Participant” has the meaning set forth in Section 9.05(d).



     “Partnership Agreement” means the Amended and Restated Agreement of Limited
Partnership of WPZ dated as of August 23, 2005 among the General Partner and Williams Energy
Services, LLC, Williams Energy, L.L.C., Williams Discovery Pipeline LLC and Williams Partners
Holdings LLC, as modified from time to time.



     “PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA
and any successor entity performing similar functions.



     “pdf” means Portable Document Format or any other electronic format for the
transmission of images.



     “Performance Guaranty” means any guaranty issued in connection with any Non-Recourse
Debt or International Debt that (i) if secured, is secured only by assets of, or Equity Interests
in, a Non-Recourse Subsidiary or an International Subsidiary, and (ii) guarantees to the provider
of such Non-Recourse Debt or International Debt or any other Person 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



16









 




financed by such Non-Recourse Debt or International Debt, (b) completion of the minimum agreed
equity contributions to the relevant Non-Recourse Subsidiary or International Subsidiary, or (c)
performance by a Non-Recourse Subsidiary or an International Subsidiary of obligations to Persons
other than the provider of such Non-Recourse Debt or International Debt.




     “Permitted Liens” means:



     (a) any Lien existing on any property at the time of the acquisition thereof and not created
in contemplation of such acquisition by WPZ or any of its Subsidiaries, whether or not assumed by
WPZ or any of its Subsidiaries;



     (b) any Lien existing on any property of a Subsidiary of WPZ at the time it becomes a
Subsidiary of WPZ and not created in contemplation thereof and any Lien existing on any property of
any Person at the time such Person is merged or liquidated into or consolidated with WPZ or any of
its Subsidiaries and not created in contemplation thereof;



     (c) purchase money and analogous Liens incurred in connection with the acquisition,
development, construction, improvement, repair or replacement of property (including such Liens
securing Indebtedness incurred within 12 months of the date on which such property was acquired,
developed, constructed, improved, repaired or replaced); provided that all such Liens
attach only to the property acquired, developed, constructed, improved, repaired or replaced and
the principal amount of the Indebtedness secured by such Lien shall not exceed the gross cost of
the property;



     (d) [reserved];



     (e) Liens on accounts receivable and related asset proceeds thereof arising in connection with
a receivables financing and any Lien held by the purchaser of receivables derived from property or
assets sold by WPZ or any of its Subsidiaries and securing such receivables resulting from the
exercise of any rights arising out of defaults on such receivables;



     (f) leases constituting Liens now or hereafter existing and any renewals or extensions
thereof;



     (g) any Lien securing industrial development, pollution control or similar revenue bonds;



     (h) Liens existing on the Closing Date;



     (i) Liens in favor of WPZ or any of its Subsidiaries;



     (j) Liens securing Indebtedness incurred to refund, extend, refinance or otherwise replace
Indebtedness (“Refinanced Indebtedness”) secured by a Lien permitted to be incurred under
this Agreement; provided, that (i) the principal amount of such Refinanced Indebtedness
does not exceed the principal amount of Indebtedness refinanced (plus the amount of penalties,
premiums, fees, accrued interest and reasonable expenses and other obligations incurred therewith)
at the time of such refunding, extension, refinancing or replacement and (ii) the Liens securing
the Refinancing Indebtedness are limited to either (A) substantially the same collateral that
secured, at the time of such refunding, extension, refinancing or replacement, the Indebtedness so
refunded, extended, refinanced or replaced or (B) other collateral of reasonably equivalent value
of the collateral described in clause (A) above;



17









 





     (k) Liens on and pledges of the Equity Interests of any joint venture owned by WPZ or any of
its Subsidiaries to the extent securing Indebtedness of such joint venture that is non-recourse to
WPZ or any of its Subsidiaries;



     (1) any Lien created or assumed by WPZ or any of its Subsidiaries on oil, gas, coal or other
mineral or timber property, owned or leased by WPZ or any of its Subsidiaries in the ordinary
course of the business;



     (m) Liens on the products and proceeds (including insurance, condemnation and eminent domain
proceeds) of and accessions to, and contract or other rights (including rights under insurance
policies and product warranties) derivative of or relating to, property permitted to be subject to
Liens but subject to the same restrictions and limitations set forth in this Agreement as to Liens
on such property (including the requirement that such Liens on products, proceeds, accessions and
rights secure only obligations that such property is permitted to secure);



     (n) any Liens securing Indebtedness neither assumed nor guaranteed by WPZ or a Subsidiary of
WPZ nor on which it customarily pays interest, existing upon real estate or rights in or relating
to real estate (including rights-of-way and easements) acquired by WPZ or such Subsidiary, which
Liens do not materially impair the use of such property for the purposes for which it is held by
WPZ or such Subsidiary;



     (o) any Lien existing or hereafter created on any office equipment, data processing equipment
(including computer and computer peripheral equipment) or transportation equipment (including motor
vehicles, aircraft and marine vessels);



     (p) undetermined Liens incidental to construction or maintenance;



     (q) any Lien created by WPZ or a Subsidiary of WPZ on any contract (or any rights thereunder
or proceeds therefrom) providing for advances by WPZ or such Subsidiary to finance gas exploration
and development or to finance acquisition or construction of gathering systems, which Lien is
created to secure Indebtedness incurred to finance such advance;



     (r) any Liens on cash, short term investments and letters of credit securing obligations of
WPZ or any of its Subsidiaries under currency hedges and interest rate hedges;



     (s) Liens granted pursuant to any Loan Document, including in connection with any Cash
Collateralization;



     (t) Liens for taxes, customs duties or other governmental charges or assessments that are not
at the time determined (or, if determined, are not at the time delinquent), or that are delinquent
but the validity of which is being contested in good faith by appropriate proceedings and with
respect to which reserves in conformity with GAAP, if required by such principles, have been
provided on the books of the relevant entity;



     (u) Liens pursuant to master netting agreements and other agreements entered into in the
ordinary course of business in connection with hedging obligations, so long as such Liens encumber
only amounts owed under the hedges covered by such agreements;



     (v) Liens on cash deposits in the nature of a right of setoff, banker’s lien, counterclaim or
netting of cash amounts owed arising in the ordinary course of business on deposit accounts;



18









 





     (w) Liens securing Non-Recourse Debt of a Non-Recourse Subsidiary on the assets (and the
income and proceeds therefrom) of such Non-Recourse Subsidiary that are not owned by WPZ or any of
its Subsidiaries on the Closing Date and that are acquired, developed, operated and/or constructed
with the proceeds of (i) such Non-Recourse Debt or investments in such Non-Recourse Subsidiary or
(ii) Non-Recourse Debt or investments referred to in clause (i) refinanced in whole or in part by
such Non-Recourse Debt;



     (x) Liens securing Non-Recourse Debt of a Non-Recourse Subsidiary on the assets (and the
income and proceeds therefrom) of such Non-Recourse Subsidiary that are owned by WPZ or any of its
Subsidiaries on the Closing Date (“Existing Assets”) and that are developed, operated
and/or constructed with the proceeds of (i) such Non-Recourse Debt or investments in such
Non-Recourse Subsidiary or (ii) Non-Recourse Debt or investments referred to in clause (i)
refinanced in whole or in part by such Non-Recourse Debt, provided that the aggregate fair
market value (determined as of the Closing Date) of Existing Assets on which Liens may be granted
pursuant to this clause (x) shall not exceed $250,000,000;



     (y) Liens securing International Debt;



     (z) Liens on deposits or other security given to secure bids, tenders, trade contracts,
leases, government contracts, or to secure or in lieu of surety and appeal bonds, performance and
return of money bonds, in each case to secure obligations arising in the ordinary course of
business of the Borrower and its Subsidiaries;



     (aa) Liens on deposits or other security given to secure public or statutory obligations and
deposits as security for the payment of taxes, other governmental assessments or other similar
governmental charges, in each case to secure obligations of a Borrower or any of its Subsidiaries
arising in the ordinary course of business; and



     (bb) Liens in favor of a Borrower or its Subsidiaries.


Each of the foregoing paragraphs (a) through (bb) shall also be deemed to permit (i) appropriate
Uniform Commercial Code and other similar filings to perfect the Liens permitted by such paragraph
and (ii) Liens on the products and proceeds (including insurance, condemnation and eminent domain
proceeds) of and accessions to, and contract or other rights (including rights under insurance
policies and product warranties) derivative of or relating to, the property permitted to be
encumbered under such paragraph, but subject to the same restrictions and limitations herein set
forth as to Liens on such property (including the requirement that such Liens on products,
proceeds, accessions and rights secure only the specified obligations, and in the amount, that such
property is permitted to secure).




     “Person” means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.



     “Plan” means any 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
applicable Borrower or any ERISA Affiliate of such Borrower subject to the provisions of Title IV
of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which WPZ or any
ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed
to be) an “employer” as defined in Section 3(5) of ERISA.



19









 





     “Prime Rate” means the rate of interest per annum publicly announced from time to time
by Citibank, N.A. as its prime rate in effect at its principal office in New York, New York. Each
change in the Prime Rate shall be effective from and including the date such change is publicly
announced as being effective.



     “Reference Banks” means Citibank, N.A., Barclays Bank PLC, JPMorgan Chase Bank, N.A.,
The Royal Bank of Scotland plc and The Bank of Nova Scotia.



     “Register” has the meaning set forth in Section 9.05(c).



     “Related Parties” means, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, members, partners, employees, agents and
advisors of such Person and such Person’s Affiliates.



     “Required Lenders” means, at any time, Lenders having Credit Exposures and unused
Commitments representing more than 50% of the sum of the total Credit Exposures and unused
Commitments at such time, as such definition may be modified from time to time in accordance with
Section 9.03 hereof.



     “Responsible Officer” means (a) with respect to WPZ, the president, chief executive
officer, chief financial officer, the general counsel, any vice president, the secretary, any
assistant secretary, the treasurer, any assistant treasurer, or the controller of the General
Partner or any other officer designated as a “Responsible Officer” by the board of directors of the
General Partner and (b) with respect to any other Person, the president, chief executive officer,
chief 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 a “Responsible Officer” by the board of directors (or equivalent governing
body) of such Person.



     “Restricted Payment” means, with respect to any Person, any dividend or other
distribution (whether in cash, securities or other property) with respect to any class of Equity
Interests of such Person, or any payment (whether in cash, securities or other property), including
any sinking fund or similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any Equity Interests of such Person or any option,
warrant or other right to acquire any Equity Interests of such Person; provided that (i)
dividends, distributions or payments of common Equity Interests of such Person, (ii) any Equity
Interest split, Equity Interest reverse split or similar transactions and (iii) the Borrower’s open
market repurchase of any of its Equity Interests and acquisitions by officers, directors and
employees of the Borrower of Equity Interests in the Borrower through cashless exercise of options,
warrants or other rights to acquire Equity Interests in the Borrower issued pursuant to an
employment, equity award, equity option or equity appreciation agreement or plans entered into by
the Borrower in the ordinary course of business, in each case shall be deemed not to be “Restricted
Payments”.



     “S&P” means Standard & Poor’s Ratings Services, a division of McGraw Hill Companies,
Inc. 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.



20









 





     “Senior Notes” means (a) the 71/2% Senior Notes due 2011 issued pursuant to the
Indenture dated as of June 20, 2006 among WPZ, Williams Partners Finance Corporation and JPMorgan
Chase Bank, N.A., as trustee, (b) the 71/4% Senior Notes due 2017 issued pursuant to the Indenture
dated as of December 13, 2006 among WPZ, Williams Partners Finance Corporation and The Bank of New
York, as trustee, (c) the 3.8% Senior Notes due 2015, 51/4% Senior Notes due 2020 and the 6.3% Senior
Notes due 2040, each issued pursuant to the Indenture dated as of February 9, 2010 among WPZ and
The Bank of New York Mellon Trust Company, N.A. and (d) such other senior notes issued by WPZ on or
after the Closing Date constituting Material Indebtedness.



     “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 Acquisition” means one or more acquisitions of assets, Equity Interests,
entities, operating lines or divisions in any fiscal quarter for an aggregate purchase price of not
less than $50,000,000.



     “Subsidiary” means, with respect to any specified Person:



     (a) any corporation, association or other business entity (other than a partnership or limited
liability company) of which more than 50% of the total voting power of Voting Stock is at the time
owned or controlled, directly or indirectly, by that Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); and



     (b) any partnership (whether general or limited) or limited liability company (i) the sole
general partner or member of which is such Person or a Subsidiary of such Person, or (ii) if there
is more than a single general partner or member, either (A) the only managing general partners or
managing members of which are such Person or one or more Subsidiaries of such Person (or any
combination thereof) or (B) such Person owns or controls, directly or indirectly, a majority of the
outstanding general partner interests, member interests or other Voting Stock of such partnership
or limited liability company, respectively; provided, however that “Subsidiary”
with respect to the Borrower does not include (1) any Non-Recourse Subsidiary and (2) any
International Subsidiary.



     “Taxes” means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.



     “Transactions” means the signature and delivery by the Borrowers of this Agreement,
the borrowing of Loans, and the issuance of Letters of Credit hereunder.



     “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of
interest on such Loan, or on the Loans comprising such Borrowing, is determined by reference to the
LIBO Rate or the Alternate Base Rate.



21









 





     “Voting Stock” of any Person as of any date means the Capital Stock of such Person
that is at the time entitled (without regard to the occurrence of any contingency) to vote in the
election of the Board of Directors (or similar governing body) of such Person.



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



     “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of
Subtitle E of Title IV of ERISA.



     “Withholding Agent” means the Administrative Agent.



     Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement,
Loans may be classified and referred to by Type (e.g., a “Eurodollar Loan”). Borrowings
also may be classified and referred to by Type (e.g., a “Eurodollar Borrowing”).



     Section 1.03 Terms Generally. The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include,”
“includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The
word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other
document herein shall be construed as referring to such agreement, instrument or other document as
from time to time amended, supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person’s successors and assigns, (c) the words “herein,”
“hereof” and “hereunder,” and words of similar import, shall be construed to refer to this
Agreement in its entirety and not to any particular provision hereof, (d) all references herein to
Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement, (e) any reference to any law or regulation herein
shall, unless otherwise specified, refer to such law or regulation as amended, modified or
supplemented from time to time and (f) the words “asset” and “property” shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.



     Section 1.04 Accounting Terms; GAAP. All accounting terms not specifically defined
shall be construed in accordance with GAAP. To the extent there are any changes in accounting
standards from December 31, 2010, the financial condition covenants set forth herein will continue
to be determined in accordance with accounting standards in effect on December 31, 2010, as
applicable, until such time, if any, as such financial covenants are adjusted or reset to reflect
such changes in accounting standards and such adjustments or resets are agreed to in writing by the
Borrowers and the Administrative Agent (after consultation with the Required Lenders).



ARTICLE II




THE CREDITS



     Section 2.01 Commitments.



     (a) Loans. Subject to the terms and conditions set forth herein, each
Lender agrees to make Loans to each Borrower from time to time during the Availability Period in an
aggregate principal amount that will not result in (i) such Lender’s Credit Exposure exceeding such
Lender’s Commitment or (ii) the



22









 




sum of the total Credit Exposures exceeding the Aggregate Commitments; provided,
however, that in no event shall the sum of the total Credit Exposures with respect to each of NWP
and TGPL, individually, exceed $400,000,000 (the “Borrower Sublimit”), it being understood
that the termination of a Borrower Sublimit for either NWP or TGPL shall not result in a reduction
of the Aggregate Commitments. Within the foregoing limits and subject to the terms and conditions
set forth herein, each Borrower may borrow, prepay and reborrow Loans.




     (b) [Reserved].



     (c) Increase in Commitments.




     (i) WPZ shall have the option, without the consent of the Lenders, from time to time to
cause one or more increases in the Aggregate Commitments by adding, subject to the prior
approval of the Administrative Agent and the Issuing Banks (such approval not to be
unreasonably withheld), to this Agreement one or more financial institutions as Lenders
(collectively, the “New Lenders”) or by allowing one or more Lenders to increase
their respective Commitments; provided however that: (A) prior to and after giving
effect to the increase, no Default or Event of Default shall have occurred hereunder and be
continuing, (B) no such increase shall cause the Aggregate Commitments to exceed
$2,400,000,000, (C) no Lender’s Commitment shall be increased without such Lender’s consent,
(D) such increase shall not result in the increase of any Borrower Sublimit and (E) such
increase shall be evidenced by a commitment increase agreement in form and substance
reasonably acceptable to the Administrative Agent and executed by WPZ, the Administrative
Agent, the New Lenders, if any, and Lenders increasing their Commitments, if any, and which
shall indicate the amount and allocation of such increase in the Aggregate Commitments and
the effective date of such increase (the “Increase Effective Date”). Each financial
institution that becomes a New Lender pursuant to this Section by the execution and delivery
to the Administrative Agent of the applicable commitment increase agreement shall be a
“Lender” for all purposes under this Agreement on the applicable Increase Effective Date.
The Borrowers shall borrow and prepay Loans on each Increase Effective Date (and pay any
additional amounts required pursuant to Section 2.16) to the extent necessary to
keep the outstanding Loans of each Lender ratable with such Lender’s revised Applicable
Percentage after giving effect to any nonratable increase in the Aggregate Commitments under
this Section.




     (ii) As a condition precedent to each increase pursuant to subsection (c)(i) above, WPZ
shall deliver to the Administrative Agent, to the extent requested by the Administrative
Agent, the following in form and substance reasonably satisfactory to the Administrative
Agent:




          (A) a certificate dated as of the Increase Effective Date, signed by a Responsible
Officer of the General Partner certifying that each of the conditions to such increase set
forth in this Section 2.01(c) shall have occurred and been complied with and that,
before and after giving effect to such increase, (1) the representations and warranties
(other than Added L/C Representations) contained in this Agreement and the other
Loan Documents are true and correct in all material respects on and as of the Increase
Effective Date after giving effect to such increase, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they
were true and correct in all material respects as of such earlier date, and (2) no Default
or Event of Default exists and is continuing;




          (B) such certificates of resolutions or other action, incumbency certificates and/or
other certificates of a Responsible Officer of the General Partner as the Administrative
Agent may reasonably require evidencing the identity, authority and capacity of such
Responsible



23









 







Officer thereof authorized to act as a Responsible Officer in connection with such increase
agreement, and such documents and certifications as the Administrative Agent may reasonably
require to evidence that WPZ is validly existing and in good standing in its jurisdiction of
organization; and




          (C) a favorable customary opinion of counsel to WPZ, relating to such increase
agreement, addressed to the Administrative Agent and each Lender if requested by the
Administrative Agent or such Lenders.




     (iii) Any Borrower shall have the option, by agreement with any Lender to (A) after
consultation with the Administrative Agent, cause such Lender to become or cease to be an
Issuing Bank under this Agreement and (B) increase or decrease the Letter of Credit
Commitment of any Lender as an Issuing Bank.



     Section 2.02 Loans and Borrowings.



     (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders
ratably in accordance with their respective Commitments. The failure of any Lender to make any
Loan required to be made by it shall not relieve any other Lender of its obligations hereunder;
provided that the Commitments of the Lenders are several and no Lender shall be responsible
for any other Lender’s failure to make Loans as required.



     (b) Subject to Section 2.14, each Borrowing shall be comprised entirely of ABR Loans
or Eurodollar Loans as a Borrower may request in accordance herewith. Each Lender at its option
may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender
to make such Loan; provided that any exercise of such option shall not affect the
obligation of the applicable Borrower to repay such Loan in accordance with the terms of this
Agreement.



     (c) At the commencement of each Interest Period for any Eurodollar Borrowing, such Borrowing
shall be in an aggregate amount that is an integral multiple of $1,000,000 and not less than
$5,000,000. At the time that each ABR Borrowing is made, such Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $5,000,000; provided
that an ABR Borrowing may be in an aggregate amount that is equal to the entire unused balance of
the Aggregate Commitments or, in the case of NWP or TGPL, the entire unused balance of the Borrower
Sublimit applicable to it, or that is required to finance the reimbursement of an LC Disbursement
as contemplated by Section 2.06(e). Borrowings of more than one Type may be outstanding at
the same time; provided that there shall not at any time be more than a total of 24
Eurodollar Borrowings outstanding.



     (d) Notwithstanding any other provision of this Agreement, no Borrower shall be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest Period requested with
respect thereto would end after the Maturity Date.



     Section 2.03 Requests for Borrowings. To request a Borrowing, a Borrower shall
notify the Administrative Agent of such request by telephone (a) in the case of a Eurodollar
Borrowing, not later than 12:00 noon, New York City time, three Business Days before the date of
the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 11:00 a.m., New York
City time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery, fax or emailed pdf to the
Administrative Agent of a written Borrowing Request signed by such Borrower. Each such telephonic
and written Borrowing Request shall specify the following information in compliance with
Section 2.02:



24









 






     (i) the aggregate amount of the requested Borrowing;




     (ii) the date of such Borrowing, which shall be a Business Day;




     (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;




     (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be
applicable thereto, which shall be a period contemplated by the definition of the term
“Interest Period”; and




     (v) the location and number of such Borrower’s account to which funds are to be
disbursed, which shall comply with the requirements of Section 2.07.


If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an
ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar
Borrowing, then such Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the amount of such
Lender’s Loan to be made as part of the requested Borrowing.




     Section 2.04 [Reserved].



     Section 2.05 [Reserved].



     Section 2.06 Letters of Credit.



     (a) General. Subject to the terms and conditions set forth herein, any Borrower may
request the issuance of Letters of Credit under the Commitments for its own account or for the
account of any Subsidiary of it, in a form reasonably acceptable to the Administrative Agent and
the applicable Issuing Bank, at any time and from time to time during the Availability Period. In
the event of any inconsistency between the terms and conditions of this Agreement and the terms and
conditions of any form of letter of credit application or other agreement submitted by such
Borrower to, or entered into by such Borrower with, an Issuing Bank relating to any Letter of
Credit, the terms and conditions of this Agreement shall control. For the avoidance of doubt, any
representations, warranties and events of default in any such letter of credit application or other
agreement shall have no effect. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, or is for the account of, a Subsidiary of any
Borrower, any Borrower requesting a Letter of Credit for a Subsidiary of it shall be obligated to
reimburse the applicable Issuing Bank hereunder for any and all drawings under such Letter of
Credit, provided that, for the avoidance of doubt, WPZ shall not be obligated to reimburse
any Issuing Bank for any drawing under a Letter of Credit requested by NWP or TGPL and issued or
outstanding in support of any obligations of, or for the account of NWP, TGPL or any Subsidiary of
NWP or TGPL. Each Borrower hereby acknowledges that the issuance of Letters of Credit for the
account of its Subsidiaries (other than, in the case of WPZ, the issuance of Letters of Credit at
the request of NWP or TGPL for the account of NWP, TGPL or any Subsidiary of NWP or TGPL) inures to
the benefit of such Borrower, and that such Borrower’s business derives substantial benefits from
the businesses of its Subsidiaries.



     (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions. To request
the issuance of a Letter of Credit (or the amendment, renewal (unless automatically renewed by its
terms) or extension of an outstanding Letter of Credit), a Borrower shall hand deliver or fax (or
transmit by electronic communication, if arrangements for doing so have been approved by the
applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent three Business
Days (or such shorter period as may be acceptable to such Issuing Bank) in advance of the requested
date of issuance,



25









 




amendment, renewal (unless automatically renewed by its terms) or extension, a notice
requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended,
renewed or extended, and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply
with paragraph (c) of this Section), the amount of such Letter of Credit, the name and address of
the beneficiary thereof and such other information as shall be necessary to prepare, amend, renew
or extend such Letter of Credit. If requested by such Issuing Bank, such Borrower also shall
submit a letter of credit application on such Issuing Bank’s standard form in connection with any
request for a Letter of Credit. A Letter of Credit shall be issued, amended, renewed or extended
if and only if (and upon issuance, amendment, renewal or extension of each Letter of Credit such
Borrower shall be deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure in respect of all Letters of Credit issued by
the Issuing Banks does not exceed the aggregate of all Letter of Credit Commitments at such time,
(ii) the LC Exposure in respect of all Letters of Credit issued by any Issuing Bank does not exceed
the Letter of Credit Commitment of such Issuing Bank at such time, and (iii) the sum of the total
Credit Exposures shall not exceed the Aggregate Commitments.




     (c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance of such Letter of
Credit (or, in the case of any renewal or extension thereof, one year after such renewal or
extension) and (ii) the date that is seven Business Days prior to the Maturity Date;
provided, if a Borrower so requests, an Issuing Bank may, in its sole and absolute
discretion, agree to issue a Letter of Credit that has automatic renewal provisions (each, an
“Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of
Credit must permit such Issuing Bank to prevent any such renewal at least once in each twelve-month
period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to
the beneficiary thereof not later than (A) thirty (30) days before the end of such twelve-month
period, or (B) such later date to be agreed upon at the time such Letter of Credit is issued (the
“Nonrenewal Notice Date”). Once an Auto-Renewal Letter of Credit has been issued, the
Lenders shall be deemed to have authorized (but may not require) such Issuing Bank to permit the
renewal of such Letter of Credit at any time prior to the date set forth in clause (ii) of this
Section 2.06(c); provided that the expiry date of such Letter of Credit shall be no
later than the date set forth in clause (ii) of this Section 2.06(c).



     (d) Participations. By the issuance of a Letter of Credit (or an amendment to a
Letter of Credit increasing the amount thereof) and without any further action on the part of any
Issuing Bank or the Lenders, each Issuing Bank hereby grants to each Lender, and each Lender hereby
acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Lender’s
Applicable Percentage of the aggregate amount available to be drawn under such Letter of Credit.
In consideration and in furtherance of the foregoing, each Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of such Issuing Bank,
such Lender’s Applicable Percentage of each LC Disbursement made by such Issuing Bank and not
reimbursed by the applicable Borrower on the date due as provided in paragraph (e) of this Section,
or of any reimbursement payment required to be refunded to such Borrower for any reason. Each
Lender acknowledges and agrees that its obligation to acquire participations pursuant to this
paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected
by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of
Credit or the occurrence and continuance of a Default or reduction or termination of the Aggregate
Commitments, and that each such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.



     (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in respect of a
Letter of Credit, the applicable Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement on the date that such LC Disbursement
is made, if such Borrower shall have received notice of such LC Disbursement prior to 9:00 a.m.,
New



26









 




York City time, on such date, or, if such notice has not been received by such Borrower prior
to such time on such date, then on the Business Day immediately following the day that such
Borrower receives such notice; provided that such Borrower may, subject to the conditions
to borrowing set forth herein, request in accordance with Sections 2.03 that such payment
be financed with an ABR Borrowing in an equivalent amount and, to the extent so financed, such
Borrower’s obligation to make such payment shall be discharged and replaced by the resulting ABR
Borrowing. If such Borrower fails to make such payment when due, the Administrative Agent shall
notify each Lender of the applicable LC Disbursement, the payment then due from such Borrower in
respect thereof and such Lender’s Applicable Percentage thereof. Promptly following receipt of
such notice, each Lender shall pay to the Administrative Agent its Applicable Percentage of the
payment then due from such Borrower, in the same manner as provided in Section 2.07 with
respect to Loans made by such Lender (and Section 2.07 shall apply, mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the applicable Issuing Bank the amounts so received by it from the Lenders.
Promptly following receipt by the Administrative Agent of any payment from such Borrower pursuant
to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing
Bank or, to the extent that Lenders have made payments pursuant to this paragraph to reimburse such
Issuing Bank, then to such Lenders and the applicable Issuing Bank as their interests may appear.
Any payment made by a Lender pursuant to this paragraph to reimburse an Issuing Bank for any LC
Disbursement (other than the funding of ABR Loans as contemplated above) shall not constitute a
Loan and shall not relieve a Borrower of its obligation to reimburse such LC Disbursement.




     (f) Obligations Absolute. Each Borrower’s obligation to reimburse LC Disbursements as
provided in paragraph (e) of this Section shall be absolute, unconditional and irrevocable, and
shall be performed strictly in accordance with the terms of this Agreement under any and all
circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any draft or other
document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any
respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by an
Issuing Bank under a Letter of Credit against presentation of a draft or other document that does
not comply with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of
this Section, constitute a legal or equitable discharge of, or provide a right of setoff against,
any Borrower’s obligations hereunder. Neither the Administrative Agent, the Lenders nor the
Issuing Banks, nor any of their Related Parties, shall have any liability or responsibility by
reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or
failure to make any payment thereunder (irrespective of any of the circumstances referred to in the
preceding sentence), or any error, omission, interruption, loss or delay in transmission or
delivery of any draft, notice or other communication under or relating to any Letter of Credit
(including any document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of an Issuing Bank;
provided that the foregoing shall not be construed to excuse any Issuing Bank from
liability to any Borrower to the extent of any direct damages (as opposed to consequential damages,
claims in respect of which are hereby waived by each Borrower to the extent permitted by applicable
law) suffered by any Borrower that are caused by such Issuing Bank’s failure to exercise care when
determining whether drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of an Issuing Bank (as finally determined by a court of competent
jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented which appear on their face to be in substantial
compliance with the terms of a Letter of Credit, an Issuing Bank may, in its sole discretion,
either accept and make payment upon such documents without responsibility for further
investigation, regardless of any notice or information to



27









 




the contrary, or refuse to accept and make payment upon such documents if such documents are
not in strict compliance with the terms of such Letter of Credit.




     (g) Disbursement Procedures. Each Issuing Bank shall, promptly following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of
Credit. The applicable Issuing Bank shall promptly notify the Administrative Agent and the
applicable Borrower by telephone (confirmed by fax or such electronic communication that has been
approved by the applicable Issuing Bank) of such demand for payment and whether such Issuing Bank
has made or will make an LC Disbursement thereunder; provided that any failure to give or
delay in giving such notice shall not relieve such Borrower of its obligation to reimburse such
Issuing Bank and the Lenders with respect to any such LC Disbursement.



     (h) Interim Interest. If an Issuing Bank shall make any LC Disbursement, then, unless
the applicable Borrower shall reimburse such LC Disbursement in full on the date such LC
Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and
including the date such LC Disbursement is made to but excluding the date that such Borrower
reimburses such LC Disbursement, at the rate per annum then applicable to ABR Loans;
provided that, if such Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (e) of this Section, then Section 2.13(d) shall apply. Interest accrued
pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that
interest accrued on and after the date of payment by any Lender pursuant to paragraph (e) of this
Section to reimburse such Issuing Bank shall be for the account of such Lender to the extent of
such payment.



     (i) Replacement of an Issuing Bank. Any Issuing Bank may be replaced at any time,
after consultation with the Administrative Agent, by written agreement among the Borrowers, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the
Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become
effective, the applicable Borrower shall pay all unpaid fees owed by it and accrued for the account
of the replaced Issuing Bank pursuant to Section 2.12(b). From and after the effective
date of any such replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of an Issuing Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such
successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as
the context shall require. After the replacement of an Issuing Bank hereunder, the replaced
Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations
of an Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to
such replacement, but shall not be required to issue additional Letters of Credit.



     (j) Cash Collateralization.




     (i) If any Event of Default shall occur and be continuing and if the maturity of the
Loans has been accelerated with respect to a Borrower pursuant to Article VII, on
the Business Day that the Borrowers receive notice from the Administrative Agent upon
written request of the Required Lenders demanding Cash Collateralization pursuant to this
paragraph, each such applicable Borrower shall Cash Collateralize an amount in cash equal to
the LC Exposure for all outstanding Letters of Credit requested by it as of such date plus
any accrued and unpaid interest thereon; provided that the obligation to Cash
Collateralize the LC Exposure shall become effective immediately, and such Cash Collateral
shall become immediately due and payable, without demand or other notice of any kind, upon
the occurrence of any Event of Default with respect to such Borrower described in clause (g)
or (h) of Article VII. Such deposit shall be held by the Administrative Agent as
collateral for the payment and performance of the obligations of the applicable Borrower
under this Agreement. The Administrative Agent shall have exclusive



28









 






dominion and control, including the exclusive right of withdrawal, over such account.
Other than any interest earned on the investment of such deposits, which investments shall
be made at the option and sole discretion of the Administrative Agent and at each Borrower’s
risk and expense, such deposits shall not bear interest. Interest or profits, if any, on
such investments shall accumulate in such account. Moneys in such account shall be applied
by the Administrative Agent to reimburse the Issuing Banks for LC Disbursements for which
they have not been reimbursed by the applicable Borrower and, to the extent not so applied,
shall be held for the satisfaction of the reimbursement obligations of the applicable
Borrower for the LC Exposure at such time or, if the maturity of the Loans has been
accelerated (but subject to the consent of Lenders with LC Exposure representing greater
than 51% of the total LC Exposure), be applied to satisfy other obligations of the
applicable Borrower under this Agreement. To the extent not applied as aforesaid, any cash
collateral provided hereunder shall be returned in full to the applicable Borrower within
three Business Days after all Events of Default have been cured or waived or, in full or in
part, as necessary to cause the amount of such cash collateral not to exceed the aggregate
LC Exposure.




     (ii) If any Lender becomes, and during the period it remains, a Defaulting Lender, if
any Letter of Credit is at the time outstanding, any Issuing Bank (unless such Issuing Bank
is a Defaulting Lender), except to the extent the Commitments have been reallocated pursuant
to Section 2.06(k), by notice to the applicable Borrower which requested or has
requested the issuance of such Letters of Credit through the Administrative Agent, may
require such applicable Borrower to Cash Collateralize within seven (7) Business Days the
obligations of such Borrower to the Issuing Banks in respect of such Letters of Credit in an
amount equal to the aggregate amount of the unreallocated obligations (contingent or
otherwise) of such Defaulting Lender in respect thereof, or to make other arrangements
satisfactory to the Administrative Agent and to the applicable Issuing Bank(s) in their sole
discretion to protect them against the risk of non-payment by such Defaulting Lender. Any
cash collateral provided pursuant to this clause (ii) shall be deposited in an interest
bearing account promptly after the execution of the appropriate deposit account agreement
and establishment of such account from which the Administrative Agent will release interest
to the applicable Borrower on a periodic basis.



     (k) Reallocation of Defaulting Lender Commitment, Etc. If a Lender becomes, and
during the period it remains, a Defaulting Lender, the LC Exposure of such Defaulting Lender will,
subject to the limitation in the first proviso below, automatically be reallocated (effective on
the day such Lender becomes a Defaulting Lender) among the Non-Defaulting Lenders pro rata in
accordance with their respective Commitments; provided that (a) the sum of each
Non-Defaulting Lender’s total Credit Exposure may not in any event exceed the Commitment of such
Non-Defaulting Lender as in effect at the time of such reallocation and (b) neither such
reallocation nor any payment by a Non-Defaulting Lender pursuant thereto will constitute a waiver
or release of any claim the Borrowers, the Administrative Agent, the Issuing Banks or any other
Lender may have against such Defaulting Lender or cause such Defaulting Lender to be a
Non-Defaulting Lender.



     (l) Addition of Letters of Credit. If (i) an Issuing Bank has, at the request of a
Borrower, issued a letter of credit in Dollars other than under this Agreement, (ii) such Borrower
decides to add such letter of credit (an “Added Letter of Credit”) to this Agreement as a
Letter of Credit and (iii) such Issuing Bank consents in writing (such consent, and any funding of
a draw under such letter of credit, are deemed made by such Issuing Bank in reliance on the
agreements of the other Lenders pursuant to this Section 2.06) to such letter of credit
becoming an Added Letter of Credit, then such Borrower shall give the Administrative Agent and such
Issuing Bank at least three Business Days’ (or such shorter period as agreed to by the
Administrative Agent and such Issuing Bank) prior notice requesting that such letter of credit be
so added, specifying the Business Day such letter of credit is to be added to this Agreement and



29









 




attaching thereto a copy of such letter of credit, by hand delivering, faxing or transmitting
by electronic communication, if arrangements for doing so have been approved by the applicable
Issuing Bank, to the applicable Issuing Bank and the Administrative Agent. On the Business Day so
specified for such letter of credit, such letter of credit shall become an Added Letter of Credit
and become a Letter of Credit deemed issued under this Agreement by the Issuing Bank specified in
the relevant notice (the date such letter of credit so becomes an Added Letter of Credit being the
“Added L/C Effective Date” for such letter of credit), if and only if (and, in the case of
clauses (A) and (B) below, upon adding such letter of credit such Borrower shall be deemed to
represent and warrant that), (A) after giving effect to such inclusion (w) the LC Exposure in
respect of all Letters of Credit issued by the Issuing Banks does not exceed the aggregate of all
Letter of Credit Commitments at such time, (x) the LC Exposure in respect of all Letters of Credit
issued by any Issuing Bank does not exceed the Letter of Credit Commitment of such Issuing Bank at
such time, (y) the sum of the total Credit Exposures shall not exceed the Aggregate Commitments and
(z) the sum of the total Credit Exposures with respect to NWP or TGPL do not exceed in each case
the Borrower Sublimit, (B) such letter of credit complies in all other respects with this
Section 2.06, and (C) such Issuing Bank notifies the Administrative Agent, on or before
such Added L/C Effective Date, that such letter of credit is or will become, as of such Added L/C
Effective Date, an Added Letter of Credit.




     (m) Existing Letters of Credit. The parties hereto acknowledge and agree that all
Existing Letters of Credit are deemed to be issued under this Agreement by the applicable Issuing
Bank at the request of the applicable Borrower and shall constitute Letters of Credit hereunder for
all purposes (including Section 2.06(d) and Section 2.06(e)), and no notice
requesting issuance thereof shall be required hereunder. Each reference herein to the issuance of
a Letter of Credit shall include any such deemed issuance. All fees accrued on the Existing
Letters of Credit to but excluding the date hereof shall be for the account of the applicable
“Issuing Bank” and the “Lenders” (as those terms are used in the Existing Credit Agreement) as
provided in the Existing Credit Agreement, and all fees accruing on the Existing Letters of Credit
on and after the date hereof shall be for the account of the applicable Issuing Bank thereof and
the Lenders as provided herein.



     Section 2.07 Funding of Borrowings.



     (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof
by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of
the Administrative Agent most recently designated by it for such purpose by notice to the Lenders.
The Administrative Agent will make such Loans available to the applicable Borrower by promptly
crediting the amounts so received, in like funds, to an account designated by such Borrower in the
applicable Borrowing Request; provided that ABR Loans made to finance the reimbursement of
an LC Disbursement as provided in Section 2.06(e) shall be remitted by the Administrative
Agent to the applicable Issuing Bank.



     (b) Unless the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the Administrative Agent
such Lender’s share of such Borrowing, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with this Section 2.07 and may, in
reliance upon such assumption, make available to the applicable Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Borrowing available to
the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to
pay to the Administrative Agent forthwith on demand such corresponding amount with interest
thereon, for each day from and including the date such amount is made available to such Borrower to
but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to
be made by such Lender, the greater of the Federal Funds Effective Rate and a rate determined by
the Administrative Agent in accordance with



30









 




banking industry rules on interbank compensation and (ii) in the case of a payment to be made
by such Borrower, the interest rate applicable to ABR Loans. If such Borrower and such Lender
shall pay such interest to the Administrative Agent for the same or an overlapping period, the
Administrative Agent shall promptly remit to the applicable Borrower the amount of such interest
paid by such Borrower for such period. If such Lender pays its share of the applicable Borrowing
to the Administrative Agent, then the amount so paid shall constitute such Lender’s Loan included
in such Borrowing. Any payment by the applicable Borrower shall be without prejudice to any claim
such Borrower may have against a Lender that shall have failed to make such payment to the
Administrative Agent.




     Section 2.08 Interest Elections.



     (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing
Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as
specified in such Borrowing Request. Thereafter, the applicable Borrower may elect to convert such
Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar
Borrowing, may elect Interest Periods therefor, all as provided in this Section. Such Borrower may
elect different options with respect to different portions of the affected Borrowing, in which case
each such portion shall be allocated ratably among the Lenders holding the Loans comprising such
Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.



     (b) To make an election pursuant to this Section, the applicable Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing Request would be
required under Section 2.03 if such Borrower were requesting a Borrowing of the Type
resulting from such election to be made on the effective date of such election. Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery, fax or emailed pdf to the Administrative Agent of a written Interest Election Request
signed by such Borrower.



     (c) Each telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.03:




     (i) the Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the portions thereof
to be allocated to each resulting Borrowing (in which case the information to be specified
pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);




     (ii) the effective date of the election made pursuant to such Interest Election
Request, which shall be a Business Day;




     (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar
Borrowing; and




     (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.


If any such Interest Election Request requests a Eurodollar Borrowing but does not specify an
Interest Period, then such Borrower shall be deemed to have selected an Interest Period of one
month’s duration.




     (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall
advise each Lender of the details thereof and of such Lender’s portion of each resulting Borrowing.



31









 





     (e) If a Borrower fails to deliver a timely Interest Election Request with respect to a
Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such
Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be
converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of
Default has occurred and is continuing with respect to any Borrower and the Administrative Agent,
at the request of the Required Lenders, so notifies such Borrower, then, so long as an Event of
Default with respect to such Borrower is continuing (i) no outstanding Borrowing of such Borrower
may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Borrowing
of such Borrower shall be converted to an ABR Borrowing at the end of the Interest Period
applicable thereto.



     Section 2.09 Termination and Reduction of Commitments.



     (a) Unless previously terminated, the Aggregate Commitments shall terminate on the Maturity
Date.



     (b) WPZ may at any time terminate, or from time to time reduce, the Aggregate Commitments or
the Letter of Credit Commitments and NWP and TGPL may at any time terminate, or from time to time
reduce, the Borrower Sublimit applicable to such Borrower; provided that (i) each reduction
of the Aggregate Commitments, the Letter of Credit Commitments or any Borrower Sublimit shall be in
an amount that is an integral multiple of $1,000,000 and not less than $5,000,000, (ii) WPZ shall
not terminate or reduce the Aggregate Commitments if, after giving effect to any concurrent
prepayment of the Loans in accordance with Section 2.11, the sum of the Credit Exposures
would exceed the Aggregate Commitments, (iii) WPZ shall not terminate or reduce the Letter of
Credit Commitments if the LC Exposure would exceed the Letter of Credit Commitments, as so reduced,
(iv) the amount of the Letter of Credit Commitment of any Issuing Bank shall not be reduced to an
amount which is less than the aggregate amount of LC Exposure in respect of all Letters of Credit
issued or deemed issued by such Issuing Bank; (v) the Borrower Sublimit for any Borrower may not be
reduced to an amount which is less than the greatest, for such Borrower, of the sum of (A) the
aggregate outstanding principal amount of Loans owed by such Borrower plus (B) the aggregate amount
of LC Exposure in respect of Letters of Credit issued at the request of such Borrower; and (vi) the
Aggregate Commitments shall not be reduced to an amount which is less than the aggregate amount of
the Letter of Credit Commitments, unless the Letter of Credit Commitments are correspondingly
reduced at the same time. When NWP or TGPL ceases to be a Borrower, the Borrower Sublimit
applicable to such Borrower shall be terminated, such Borrower shall repay all obligations under
the Loan Documents owing by it and all Letters of Credit issued at the request of such Borrower
shall be terminated or such Borrower shall provide cash collateral to the Agent in an amount equal
to the undrawn face amount of such Letters of Credit.



     (c) The applicable Borrower shall notify the Administrative Agent of any election to terminate
or reduce the Aggregate Commitments, the Letter of Credit Commitments or a Borrower Sublimit under
paragraph (b) of this Section at least three Business Days prior to the effective date of such
termination or reduction, specifying such election and the effective date thereof. Promptly
following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents
thereof. Each notice delivered by a Borrower pursuant to this Section shall be irrevocable;
provided that a notice of termination of the Aggregate Commitments or the Letter of Credit
Commitments delivered by any Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities or another event, in which case such notice may be revoked
by such Borrower (by notice to the Administrative Agent on or prior to the specified effective
date) if such condition is not satisfied. Any termination or reduction of the Aggregate
Commitments, the Letter of Credit Commitments or a Borrower Sublimit shall be permanent;
provided that nothing in this provision shall affect a Borrower’s ability to increase the
Letter of Credit Commitments pursuant to Section 2.01(c)(iii). Each reduction of the
Aggregate Commitments and a Borrower Sublimit shall be made ratably among the Lenders in



32









 




accordance with their respective Commitments, except as provided in clause (d) below. Each
reduction of the Letter of Credit Commitments being made in conjunction with a reduction of the
Aggregate Commitments pursuant to Section 2.09(b)(vi) above shall be made ratably among the
Issuing Banks in accordance with their respective Letter of Credit Commitments.




     (d) WPZ may terminate the unused amount of the Commitment and Letter of Credit Commitment of a
Defaulting Lender upon one Business Day’s prior notice to the Administrative Agent (which will
promptly notify the Lenders thereof), provided that such termination will not be deemed to
be a waiver or release of any claim the Borrowers, the Administrative Agent, the Issuing Banks or
any Lender may have against such Defaulting Lender.



     (e) Notwithstanding any other provision of this Section 2.09, if at any time, WPZ
ceases to have Control over, and/or ceases to maintain NWP or TGPL as its Subsidiary, then the
Borrower Sublimit applicable to such Borrower shall automatically terminate, such Borrower shall
repay all obligations owing by it under the Loan Documents and all Letters of Credit issued at the
request of such Borrower shall be terminated or such Borrower shall provide cash collateral to the
Agent in an amount equal to the undrawn face amount of such Letters of Credit or make other
arrangements satisfactory to the relevant Issuing Bank(s) with respect to such Letters of Credit,
it being understood that the termination of a Borrower Sublimit for either NWP or TGPL shall not
result in a reduction of the Aggregate Commitments.



     (f) Notwithstanding the foregoing, all of the provisions of the Loan Documents which by their
terms survive termination of the Commitments of a Borrower, including, without limitation, those
provisions set forth in Section 9.06, shall survive and not be deemed terminated, but shall
remain in full force and effect.



     Section 2.10 Repayment of Loans; Evidence of Debt.



     (a) Each Borrower hereby unconditionally promises to pay to the Administrative Agent for the
ratable account of each Lender the then unpaid principal amount of each Loan (and all accrued and
unpaid interest thereon) made to such Borrower on the Maturity Date.



     (b) Each Lender shall maintain in accordance with its usual practice an account or accounts
evidencing the indebtedness of each Borrower to such Lender resulting from each Loan made by such
Lender, including the amounts of principal and interest payable and paid to such Lender from time
to time hereunder.



     (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount
of each Loan made hereunder, the Type thereof and the Interest Period applicable thereto, (ii) the
amount of any principal or interest due and payable or to become due and payable from each Borrower
to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof.



     (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the
obligations recorded therein; provided that the failure of any Lender or the Administrative
Agent to maintain such accounts or any error therein shall not in any manner affect the obligation
of each Borrower to repay the Loans made to such Borrower in accordance with the terms of this
Agreement.



     (e) Any Lender may request that Loans made by it be evidenced by a promissory note. In such
event, each Borrower shall prepare, execute and deliver to such Lender a promissory note payable to



33









 




the order of such Lender and substantially in the form of note attached hereto as Exhibit E.
Thereafter, the Loans evidenced by such promissory note and interest thereon shall at all times
(including after assignment pursuant to Section 9.05) be represented by one or more
promissory notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).




     Section 2.11 Prepayment of Loans.



     (a) Each Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to prior notice in accordance with paragraph (b) of this
Section.



     (b) The applicable Borrower shall notify the Administrative Agent by telephone (confirmed by
hand delivery, fax or emailed pdf) of any prepayment hereunder not later than 11:00 a.m., New York
City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the
prepayment date and the principal amount of each Borrowing or portion thereof to be prepaid;
provided that, any such notice of prepayment may be conditioned upon the effectiveness of
other credit facilities or another event. Promptly following receipt of any such notice relating
to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that is an integral multiple of
$1,000,000 and not less than $5,000,000. Each prepayment of a Borrowing shall be applied ratably
to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued
interest to the extent required by Section 2.13.



     Section 2.12 Fees.



     (a) WPZ agrees to pay to the Administrative Agent for the account of each Lender (other than a
Defaulting Lender) a commitment fee on the daily average unused amount of the Commitment of such
Lender for the period from and including the Effective Date up to, but excluding, the date on which
the Aggregate Commitments have been terminated at the Applicable Rate for commitment fees. Accrued
commitment fees shall be payable in arrears on the last Business Day of March, June, September and
December of each year and on the date on which the Aggregate Commitments terminate, commencing on
the first such date to occur after the Effective Date. All commitment fees shall be computed on
the basis of a year of 365 days (or 366 days in a leap year) and shall be payable for the actual
number of days elapsed (including the first day but excluding the last day).



     (b) Each Borrower agrees to pay (i) to the Administrative Agent for the account of each Lender
(other than a Defaulting Lender) a participation fee with respect to its participations in Letters
of Credit (other than with respect to Letters of Credit which have been Cash Collateralized to the
extent of such Cash Collateralization) issued at the request of such Borrower, which shall accrue
at the same Applicable Rate as interest on Eurodollar Loans on the average daily amount of such
Lender’s LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements)
during the period from and including the Effective Date to but excluding the date on which such
Lender ceases to have any LC Exposure, and (ii) to the applicable Issuing Bank a fronting fee,
which shall accrue at the rate of 0.15% per annum on the average daily amount of the LC Exposure
(excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period
from and including the Effective Date to but excluding the date on which there ceases to be any LC
Exposure, as well as such Issuing Bank’s standard fees with respect to the issuance, amendment,
renewal or extension of any Letter of Credit or processing of drawings thereunder. Participation
fees and fronting fees accrued through and including the last day of March, June, September and
December of each year shall be payable quarterly on the third Business Day following the last day
of March, June, September and December of each year, commencing on the first such date to occur
after the Effective Date; provided that all such fees shall be payable on the date on which
the Aggregate Commitments terminate and any such fees accruing after the date on which



34









 




the Aggregate Commitments terminate shall be payable on demand. Any other fees payable to the
Issuing Banks pursuant to this paragraph shall be payable within 10 days after demand. All
participation fees and fronting fees shall be computed on the basis of a year of 365 days (or 366
days in a leap year) and shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). All fees accrued on a letter of credit that becomes an
Added Letter of Credit, to but excluding the Added L/C Effective Date for such Added Letter of
Credit shall be for the account of the entity that issued such Added Letter of Credit, and all fees
accruing on such letter of credit on and after such Added L/C Effective Date shall be for the
account of the relevant Issuing Bank thereof and the Lenders as provided herein.




     (c) WPZ agrees to pay to the Administrative Agent, for its own account, fees payable in the
amounts and at the times separately agreed upon between WPZ and the Administrative Agent set forth
in the applicable Fee Letter between WPZ and the Administrative Agent.



     (d) WPZ agrees to pay to the Joint Lead Arrangers, for their own account, fees payable in the
amounts and at the times separately agreed upon among WPZ and the Joint Lead Arrangers set forth in
the applicable Fee Letter among WPZ and the Joint Lead Arrangers.



     (e) All fees payable hereunder shall be paid on the dates due, in immediately available funds,
to the Administrative Agent (or to the applicable Issuing Bank, in the case of fees payable to it)
for distribution, in the case of facility fees and participation fees, to the Lenders or the Joint
Lead Arrangers, as applicable. Fees paid shall not be refundable under any circumstances.



     (f) Anything herein to the contrary notwithstanding, during such period as a Lender is a
Defaulting Lender, such Defaulting Lender will not be entitled to any fees accruing during such
period pursuant to this Section 2.12 (without prejudice to the rights of the Lenders other
than Defaulting Lenders in respect of such fees) nor shall any such fee be payable by any Borrower,
provided that (a) for the avoidance of doubt and without duplication of fees, to the extent
that a portion of the LC Exposure of such Defaulting Lender is reallocated to the Non-Defaulting
Lenders pursuant to Section 2.06(k), such fees that would have accrued for the benefit of
such Defaulting Lender will instead accrue for the benefit of and be payable to such Non-Defaulting
Lenders (other than with respect to Letters of Credit which have been Cash Collateralized to the
extent of such Cash Collateralization), pro rata in accordance with their
respective Commitments, and (b) to the extent any portion of such LC Exposure cannot be so
reallocated, such fees will instead accrue for the benefit of and be payable to the Issuing Banks
as their interests appear (and the pro rata payment provisions of Section
2.18 will automatically be deemed adjusted to reflect the provisions of this Section).



     Section 2.13 Interest.



     (a) The Loans comprising each ABR Borrowing shall bear interest on each day at the Alternate
Base Rate for such day plus the Applicable Rate.



     (b) The Loans comprising each Eurodollar Borrowing shall bear interest at the LIBO Rate for
the Interest Period in effect for such Borrowing plus the Applicable Rate.



     (c) Notwithstanding the foregoing, upon the occurrence and during the continuance of any Event
of Default with respect to any Borrower, if any principal of or interest on any Loan or any fee or
other amount payable by such Borrower hereunder is not paid when due, whether at stated maturity,
upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before
judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus
the rate otherwise



35









 




applicable to such Loan as provided in the preceding paragraphs of this Section or (ii) in the
case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of
this Section.




     (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and upon termination of the Aggregate Commitments or, if a Borrower ceases to be a
Borrower, on such date; provided that (i) interest accrued pursuant to paragraph (d) of
this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any
Loan (other than a prepayment of an ABR Loan prior to the end of the Availability Period), accrued
interest on the principal amount repaid or prepaid shall be payable on the date of such repayment
or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of
the current Interest Period therefor, accrued interest on such Loan shall be payable on the
effective date of such conversion.



     (e) All interest determined by reference to the LIBO Rate or clauses (b) or (c) of the
definition of Alternate Base Rate shall be computed on the basis of a year of 360 days, and all
other interest shall be computed on the basis of a year of 365 days (or 366 days in a leap year),
and in each case shall be payable for the actual number of days elapsed (including the first day
but excluding the last day). The applicable Alternate Base Rate or LIBO Rate shall be determined
by the Administrative Agent, and such determination shall be conclusive absent manifest error.



     (f) Any Borrower (with respect to Loans made to it) shall pay to each Lender, so long as such
Lender shall be required under regulations of the Board of Governors of the Federal Reserve System
of the United States of America to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency Liabilities, additional interest on the unpaid principal
amount of each Borrowing of such Lender during such periods as such Borrowing is a Eurodollar
Borrowing, from the date of such Borrowing until such principal amount is paid in full, at an
interest rate per annum equal at all times to the remainder obtained by subtracting (i) the LIBO
Rate for the Interest Period in effect for such Eurodollar Borrowing from (ii) the rate obtained by
dividing such LIBO Rate by a percentage equal to 100% minus the Eurodollar Rate Reserve Percentage
of such Lender for such Interest Period. Such additional interest shall be determined by such
Lender. Any Borrower (with respect to Loans made to it) shall from time to time, within 15 days
after demand (which demand shall be accompanied by a certificate comporting with the requirements
set forth in Section 2.15(c)) by such Lender (with a copy of such demand and certificate to
the Administrative Agent) pay to the Lender giving such notice such additional interest;
provided, however, that no Borrower shall be required to pay to such Lender any portion of
such additional interest that accrued more than 90 days prior to any such demand, unless such
additional interest was not determinable on the date that is 90 days prior to such demand.



     Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest
Period for a Eurodollar Borrowing:



     (a) the Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining the LIBO Rate, as
applicable, for such Interest Period; or



     (b) the Administrative Agent is advised by the Required Lenders that the LIBO Rate, as
applicable, for such Interest Period will not adequately and fairly reflect the cost to such
Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;


then the Administrative Agent shall give notice thereof to the Borrowers and the Lenders by
telephone or telecopy as promptly as practicable thereafter and, until the Administrative Agent
notifies the Borrowers and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a






36









 







Eurodollar Borrowing shall be ineffective, and (ii) if any Borrowing Request requests a Eurodollar
Borrowing, such Borrowing shall be made as an ABR Borrowing; provided that if the
circumstances giving rise to such notice affect only one Type of Borrowings, then the other Type of
Borrowings shall be permitted.




     Section 2.15 Increased Costs.



     (a) Increased Costs Generally. If any Change in Law shall:




     (i) impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender Party;




     (ii) subject any Lender Party to any tax of any kind whatsoever with respect to this
Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar
Loan made by it, or change the basis of taxation of payments to such Lender Party in respect
thereof (except for Indemnified Taxes or Other Taxes covered by Section 2.17 and the
imposition of, or any change in the rate of, any Excluded Tax payable by such Lender Party);
or




     (iii) impose on any Lender Party or the London interbank market any other condition,
cost or expense affecting this Agreement or Eurodollar Loans made by such Lender or any
Letter of Credit or participation therein;


and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurodollar Loan (or of maintaining its obligation to make any such Loan), or to
increase the cost to such Lender Party of participating in, issuing or maintaining any Letter of
Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to
reduce the amount of any sum received or receivable by such Lender Party hereunder (whether of
principal, interest or any other amount) then, upon request of such Lender Party, the applicable
Borrower will pay to such Lender Party such additional amount or amounts as will compensate such
Lender Party for such additional costs incurred or reduction suffered, in each case to the extent
applicable to the Loans or LC Exposure related to such Borrower.




     (b) Capital Requirements. If any Lender Party determines that any Change in Law
affecting such Lender Party or any lending office of such Lender Party or such Lender Party’s
holding company, if any, regarding capital requirements has or would have the effect of reducing
the rate of return on such Lender Party’s capital or on the capital of such Lender Party’s holding
company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans
made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit
issued by such Issuing Bank, to a level below that which such Lender Party or such Lender Party’s
holding company could have achieved but for such Change in Law (taking into consideration such
Lender Party’s policies and the policies of such Lender Party’s holding company with respect to
capital adequacy), then from time to time the applicable Borrower will pay to such Lender Party
such additional amount or amounts as will compensate such Lender Party or such Lender Party’s
holding company for any such reduction suffered, in each case to the extent applicable to the Loans
or LC Exposure related to such Borrower.



     (c) Certificates for Reimbursement. A certificate of a Lender Party setting forth the
amount or amounts necessary to compensate such Lender Party or its holding company, as the case may
be, as specified in paragraph (a) or (b) of this Section, showing the computation thereof and
delivered to the applicable Borrower shall be conclusive absent manifest error. Such certificate
shall further certify that such Lender Party is making similar demands of its other similarly
situated borrowers. Any applicable



37









 




Borrower shall pay such Lender Party the amount shown as owed by it and due on any such
certificate within 10 days after receipt thereof.




     (d) Delay in Requests. Failure or delay on the part of any Lender Party to demand
compensation pursuant to this Section shall not constitute a waiver of such Lender Party’s right to
demand such compensation, provided that no Borrower shall be required to compensate a
Lender Party pursuant to this Section for any increased costs incurred or reductions suffered more
than ninety days prior to the date that such Lender Party notifies such Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender Party’s intention to claim
compensation therefor (except that, if the Change in Law giving rise to such increased costs or
reductions is retroactive, then the ninety day period referred to above shall be extended to
include the period of retroactive effect thereof).



     Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal
of any Eurodollar Loan other than on the last day of an Interest Period applicable thereto
(including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other
than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered pursuant hereto
(regardless of whether such notice may be revoked under Section 2.11(b) and is revoked in
accordance therewith), or (d) the assignment of any Eurodollar Loan other than on the last day of
the Interest Period applicable thereto as a result of a request by the Borrowers pursuant to
Section 2.19, then, in any such event, the applicable Borrower shall compensate each Lender
for the loss, cost and expense (excluding loss of anticipated profits) attributable to such event.
A certificate of any Lender setting forth, in reasonable detail showing the computation thereof,
any amount or amounts that such Lender is entitled to receive pursuant to this Section shall be
delivered to the applicable Borrower and shall be conclusive absent manifest error. Such Borrower
shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt
thereof, if such certificate complies herewith.



     Section 2.17 Taxes.



     (a) Payments Free of Taxes. Any and all payments by or on account of any obligation
of each Borrower hereunder or under any other Loan Document shall be made free and clear of and
without reduction or withholding for any Indemnified Taxes or Other Taxes, provided that if
such Borrower shall be required by applicable law to deduct any Indemnified Taxes (including any
Other Taxes) from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable
under this Section) the Administrative Agent or Lender Party, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the
applicable Borrower shall make such deductions and (iii) the applicable Borrower shall timely pay
the full amount deducted to the relevant Governmental Authority in accordance with applicable law.



     (b) Payment of Other Taxes by Borrowers. Without limiting the provisions of paragraph
(a) above, each Borrower shall timely pay any Other Taxes related to it to the relevant
Governmental Authority in accordance with applicable law.



     (c) Indemnification by Borrowers. Each Borrower shall indemnify the Administrative
Agent and each Lender Party, within 10 days after demand therefor, for the full amount of any
Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) related to it and paid by the Administrative
Agent or such Lender Party and any penalties, interest and reasonable expenses arising therefrom or
with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority. A certificate as to the amount
of such payment or liability delivered to a Borrower by a Lender Party (with a copy to the
Administrative Agent), or by the



38









 




Administrative Agent on its own behalf or on behalf of a Lender Party shall be conclusive
absent manifest error.




     (d) Evidence of Payments. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by a Borrower to a Governmental Authority, such Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.



     (e) Status of Lenders. Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which a Borrower is resident for
tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to the applicable Borrower (with a copy to
the Administrative Agent), at the time or times prescribed by applicable law or reasonably
requested by such Borrower or the Administrative Agent, such properly completed and executed
documentation prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate of withholding. In addition, any Lender, if requested by a
Borrower or the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by such Borrower or the Administrative Agent as will enable
such Borrower or the Administrative Agent to determine whether or not such Lender is subject to
backup withholding or information reporting requirements.


Without limiting the generality of the foregoing, in the event that any Borrower is resident for
tax purposes in the United States of America, any Foreign Lender shall deliver to each Borrower and
the Administrative Agent (in such number of copies as shall be requested by the recipient) on or
prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time
to time thereafter upon the request of any Borrower or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is applicable:





     (i) duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States of America is a party,




     (ii) duly completed copies of Internal Revenue Service Form W-8ECI,




     (iii) in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that
such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the
Code, (B) a “10 percent shareholder” of any Borrower within the meaning of section
881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section
881(c)(3)(C) of the Code and (y) duly completed copies of Internal Revenue Service Form
W-8BEN,




     (iv) if a payment made to a Foreign Lender under any Loan Document would be subject to
any withholding Taxes as a result of such Foreign Lender’s failure to comply with the
requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code),
at the time or times prescribed by law and at such time or times reasonably requested by the
Withholding Agent, such documentation prescribed by applicable law (including as prescribed
by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably
requested by the Withholding Agent as may be necessary for the Withholding Agent to comply
with its obligations under FATCA, to determine that such Foreign Lender has or has not
complied with such Foreign Lender’s obligations under FATCA or to determine the amount to
deduct and withhold from such payment, or



39









 






     (v) any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to permit the Borrowers
to determine the withholding or deduction required to be made.



     (f) Treatment of Certain Refunds. If the Administrative Agent or any Lender Party
receives a refund of any Taxes or Other Taxes as to which it has been indemnified by a Borrower or
with respect to which a Borrower has paid additional amounts pursuant to this Section, it shall pay
to the applicable Borrower an amount equal to such refund (but only to the extent of indemnity
payments made, or additional amounts paid, by such Borrower under this Section with respect to the
Taxes or Other Taxes giving rise to such refund), net of reasonable out-of-pocket expenses directly
related to the receipt of such refund of the Administrative Agent or such Lender Party and without
interest (other than any interest paid by the relevant Governmental Authority with respect to such
refund), provided that each Borrower, upon the request of the Administrative Agent or such
Lender Party, agrees to repay the amount paid over to the applicable Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the Administrative
Agent or such Lender Party in the event the Administrative Agent or such Lender Party is required
to repay such refund to such Governmental Authority. This paragraph shall not be construed to
require the Administrative Agent or any Lender Party to make available its tax returns (or any
other information relating to its taxes that it deems confidential) to any Borrower or any other
Person.



     Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs.



     (a) Each Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of amounts payable under
Section 2.15, 2.16 or 2.17, or otherwise) prior to 1:00 p.m., New York City
time, on the date when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the Administrative Agent, be
deemed to have been received on the date of such payment or on the next succeeding Business Day for
purposes of calculating interest and fees thereon. All such payments shall be made to the
Administrative Agent at its offices at Citicorp North America, 399 Park Avenue, New York, New York
10043, Attention: Williams Partners L.P. Account Officer, except payments to be made directly to an
Issuing Bank as expressly provided herein and except that payments pursuant to Sections
2.15, 2.16, 2.17 and 9.04 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments received by it for
the account of any other Person to the appropriate recipient promptly following receipt thereof.
If any payment hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any payment accruing
interest, interest thereon shall be payable for the period of such extension. All payments
hereunder shall be made in dollars.



     (b) If at any time insufficient funds are received by and available to the Administrative
Agent to pay fully all amounts of principal, unreimbursed LC Disbursements, interest and fees then
due hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due
hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal and unreimbursed
LC Disbursements then due hereunder, ratably among the parties entitled thereto in accordance with
the amounts of principal and unreimbursed LC Disbursements then due to such parties.



     (c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise,
obtain payment in respect of any principal of or interest on any of its Loans or participations in
LC Disbursements resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Loans and participations in LC Disbursements and accrued interest thereon
than the



40









 




proportion received by any other Lender, then the Lender receiving such greater proportion
shall purchase (for cash at face value) participations in the Loans and participations in LC
Disbursements of other Lenders to the extent necessary so that the benefit of all such payments
shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans and participations in LC Disbursements; provided
that (i) if any such participations are purchased and all or any portion of the payment giving rise
thereto is recovered, such participations shall be rescinded and the purchase price restored to
the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by any Borrower pursuant to and in accordance with the
express terms of this Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations in LC Disbursements
to any assignee or participant, other than to any Borrower or any Subsidiary or Affiliate thereof
(as to which the provisions of this paragraph shall apply). Each Borrower consents to the
foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender
acquiring a participation pursuant to this subsection (c) may exercise against such Borrower rights
of set-off and counterclaim with respect to such participation as fully as if such Lender were a
direct creditor of such Borrower in the amount of such participation.




     (d) [Reserved].



     (e) If any Lender shall fail to make any payment required to be made by it pursuant to
Sections 2.06(d), 2.06(e), 2.07(b), or 9.04(c), then the
Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply
any amounts thereafter received by the Administrative Agent for the account of such Lender to
satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are
fully paid.



     Section 2.19 Mitigation Obligations; Replacement of Lenders.



     (a) If any Lender requests compensation under Section 2.13(f) or Section 2.15
or if any Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such Lender shall
use reasonable efforts to designate a different lending office for funding or booking its Loans
hereunder or to assign its rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Sections 2.13(f), 2.15 or 2.17, as
the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. Any applicable Borrower required to make any payment under Sections 2.13(f), 2.15 or 2.17
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with
any such designation or assignment. Subject to the foregoing, Lenders agree to use reasonable
efforts to select lending offices which will minimize taxes and other costs and expenses for the
Borrowers.



     (b) If any Lender requests compensation under Section 2.13(f) or Section 2.15,
or if any Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, or if any Lender is a
Defaulting Lender, or if any Lender fails to approve an amendment, waiver or other modification to
this Agreement that requires the approval of all Lenders and at least the Required Lenders have
approved such amendment, waiver or other modification, then the Borrowers may, at their sole
expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to
assign and delegate, without recourse (in accordance with and subject to the restrictions contained
in Section 9.05), all its interests, rights and obligations under this Agreement to an
assignee that shall assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment); provided that (i) the Borrowers shall have received the prior
written consent of the Administrative Agent and the Issuing Banks, which consent shall not
unreasonably be



41









 




withheld or delayed, (ii) such Lender shall have received payment of an amount equal to the
outstanding principal of its Loans and participations in LC Disbursements, accrued interest
thereon, accrued fees and all other amounts payable to it hereunder and under the other Loan
Documents (including any amounts under Section 2.16), from the assignee (to the extent of
such outstanding principal and accrued interest and fees) or the applicable Borrower or Borrowers
(in the case of all other amounts) and (iii) in the case of any such assignment resulting from a
claim for compensation under Section 2.13(f) or Section 2.15 or payments required
to be made pursuant to Section 2.17, such assignment will result in a reduction in such
compensation or payments. A Lender shall not be required to make any such assignment and
delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrowers to require such assignment and delegation cease to apply. If
any Lender refuses to assign and delegate all its interests, rights and obligations under this
Agreement after the Borrowers have required such Lender to do so as a result of a claim for
compensation under Section 2.13(f) or Section 2.15 or payments required to be made
pursuant to Section 2.17, such Lender shall not be entitled to receive such compensation or
required payments.




     (c) If the Borrowers, the Administrative Agent and the Issuing Banks agree in writing in their
discretion that a Lender that is a Defaulting Lender should no longer be deemed to be a Defaulting
Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the effective
date specified in such notice and subject to any conditions set forth therein, such Lender will, to
the extent applicable, purchase such portion of outstanding Loans of the other Lenders and/or make
such other adjustments as the Administrative Agent may determine to be necessary to cause the
Credit Exposure of the Lenders to be on a pro rata basis in accordance with their
respective Commitments, whereupon such Lender will cease to be a Defaulting Lender and will be a
Non-Defaulting Lender (and such Credit Exposure of each Lender will automatically be adjusted on a
prospective basis to reflect the foregoing); provided that no adjustments will be made
retroactively with respect to fees accrued or payments made by or on behalf of the Borrowers while
such Lender was a Defaulting Lender; and provided, further, that except to the extent
otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to
Non-Defaulting Lender will constitute a waiver or release of any claim of any party hereunder
arising from such Lender having been a Defaulting Lender.



     Section 2.20 Nature of Obligations. Notwithstanding anything in this Agreement to the
contrary, the respective obligations of the Borrowers under the Loan Documents are several and not
joint. For avoidance of doubt, and without limitation of the preceding sentence, it is agreed that
(i) no Borrower shall be liable for the Loans (or interest or fees with respect thereto) made to a
different Borrower under Section 2.01, and no Borrower shall be liable for the LC
Disbursements (or related fees) with respect to Letters of Credit issued at the request of a
different Borrower pursuant to Section 2.06, (ii) with respect to each Borrower, the
obligations set forth in Section 2.15 shall only apply in respect of the Commitment of any
Lender Party to lend to, or to issue (or purchase participations in) Letters of Credit issued at
the request of, such Borrower, (iii) with respect to the indemnification obligations set forth in
Section 2.17, each Borrower shall only be responsible for such obligations that result from
Taxes or Other Taxes in connection with Loans made to, or Letters of Credit issued at the request
of, or that otherwise pertain to, such Borrower or any of its Subsidiaries, (iv) with respect to
any representation and warranty made by a Borrower pursuant to Section 4.02, such
representation and warranty shall only be made by such Borrower as provided in clause (v) of this
Section 2.20, (v) with respect to the representations and warranties made in Article III
or, if applicable, any other Loan Document, each Borrower makes such representations and warranties
only with respect to, and only to the extent applicable to, such Borrower and its Subsidiaries, and
(vi) with respect to covenants set forth in Articles V and VI, each Borrower is only responsible
for compliance with such covenants only with respect to, and only to the extent applicable to, such
Borrower and its Subsidiaries.



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ARTICLE III




REPRESENTATIONS AND WARRANTIES



     Each Borrower, solely with respect to itself and, to the extent set forth below, its
Subsidiaries, represents and warrants to the Lenders that, on the Effective Date, on the date of
each Borrowing by such Borrower or issuance or increase in the amount of any Letter of Credit for
such Borrower            and each Added L/C Effective Date, except with respect to Sections
3.07 and 3.08 in each case as specified therein, which shall only be represented and
warranted as of the Effective Date as provided therein:



     Section 3.01 Organization; Powers. Such Borrower and each of its Material
Subsidiaries is validly existing and (if applicable) in good standing under the laws of the
jurisdiction of its organization, has all requisite power and authority to carry on its business in
all material respects as now conducted and is qualified to do business in, and (if applicable) is
in good standing in, every jurisdiction where such qualification is required, except where the
failure to do so or to be validly existing and in good standing or to have such power and
authority, individually or in the aggregate, would not reasonably be expected to result in a
Material Adverse Effect with respect to such Borrower.



     Section 3.02 Authorization; Enforceability. The Transactions and the performance of
its obligations contemplated thereby are within such Borrower’s partnership or limited liability
company powers, as applicable, and have been duly authorized by all necessary partnership, limited
liability company and, if required, partner action, as applicable. This Agreement has been duly
executed and delivered by such Borrower and constitutes a legal, valid and binding obligation of
such Borrower, enforceable against such Borrower in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.



     Section 3.03 Governmental Approvals; No Conflicts. 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 such Borrower of any Loan Document to
which it is a party, or the consummation of the transactions contemplated thereby. The execution,
delivery and performance by such Borrower of the Loan Documents to which it is shown as being a
party and the consummation of the transactions contemplated thereby do not contravene (i) such
Borrower’s organizational documents or (ii) any 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 this Agreement.



     Section 3.04 Financial Condition. WPZ has heretofore furnished to the Lenders its
consolidated balance sheet and statements of income and cash flows (a) as of and for the fiscal
year ended December 31, 2010, reported on by Ernst & Young LLP, independent public accountants, and
(b) as of and for the fiscal quarter and the portion of the fiscal year ended March 31, 2011. Such
financial statements (i) were prepared in accordance with GAAP, except as otherwise expressly noted
therein, and (ii) present fairly, in all material respects, the financial position and results of
operations and cash flows of the businesses of WPZ and its consolidated subsidiaries as of such
dates and for such periods in accordance with GAAP.



     Section 3.05 Litigation. Except as set forth in the annual report on Form 10-K for
the year ended December 31, 2010 or the quarterly reports on Form 10-Q filed subsequent thereto but
prior to the Closing Date of any Borrower, there are no actions, suits or proceedings by or before
any arbitrator or Governmental Authority pending against or, to the knowledge of such Borrower,
threatened in writing against such Borrower or any of its Subsidiaries (i) as to which there is a
reasonable possibility of an adverse determination and that would reasonably be expected,
individually or in the aggregate, to result in



43









 




a Material Adverse Effect with respect to such Borrower or (ii) that purport to adversely
affect the legality, validity and enforceability of the Loan Documents and are non-frivolous (as
reasonably determined by the Administrative Agent); provided, that this representation,
when made, shall not constitute an admission that any action, suit or proceeding set forth in any
annual report on Form 10-K or any quarterly report on Form 10-Q referred to above would result in a
Material Adverse Effect due to an adverse determination, if any.




     Section 3.06 Environmental Matters. Except as set forth in the annual report on Form
10-K for the year ended December 31, 2010 or the quarterly reports on Form 10-Q filed subsequent
thereto but prior to the Closing Date of any Borrower, such Borrower and its Subsidiaries have
reasonably concluded that they: (a) are in compliance with all applicable Environmental Laws,
except to the extent that any non-compliance would not reasonably be expected to have a Material
Adverse Effect with respect to such Borrower; (b) are not subject to any judicial, administrative,
government, regulatory or arbitration proceeding alleging the violation of any applicable
Environmental Laws, except to the extent that any such proceeding would not reasonably be expected
to have a Material Adverse Effect with respect to such Borrower; (c) are not subject to any
federal, state, local or foreign review, audit or investigation which would reasonably be expected
to lead to a proceeding referred to in (b) above that would reasonably be expected to have a
Material Adverse Effect with respect to such Borrower; (d) have no actual knowledge that any of
their predecessors in title to any of their property and assets are the subject of any currently
pending federal, state, local or foreign review, audit or investigation which would reasonably be
expected to lead to a proceeding referred to in (b) above that would reasonably be expected to have
a Material Adverse Effect with respect to such Borrower; and (e) possess, and are in compliance
with, or have applied for, all approvals, licenses, permits, consents and other authorizations
which are necessary under any applicable Environmental Laws to conduct their business, except to
the extent that the failure to possess, or be in compliance with, any of the foregoing would not
reasonably be expected to have a Material Adverse Effect with respect to such Borrower.



     Section 3.07 Disclosure. As of the Effective Date only, neither the Information
Memorandum nor any of the other reports, financial statements, certificates or other written
information furnished by or on behalf of such Borrower to the Administrative Agent or any Lender on
or prior to the Effective Date (as modified or supplemented by other information so furnished on or
prior to the Effective Date), 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, such Borrower represents only that such information
was prepared in good faith based upon assumptions believed by such Borrower 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).



     Section 3.08 Solvency. As of the Effective Date and on the date of any increase in
the Aggregate Commitments pursuant to Section 2.01(c) only, after giving effect to the
Transactions (including each Loan and each Letter of Credit) to be consummated on such date, such
Borrower, individually and together with its Subsidiaries, is Solvent.



     Section 3.09 ERISA. No ERISA Event has occurred or is reasonably expected to occur
that, when taken together with all other such ERISA Events for which liability is reasonably
expected to occur, would reasonably be expected to result in a Material Adverse Effect in respect
of such Borrower.



     Section 3.10 Investment Company Status. No Borrower is an “investment company” as
defined in, or subject to regulation under, the Investment Company Act of 1940.



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     Section 3.11 Margin Securities. No Borrower is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of purchasing or carrying
margin stock (within the meaning of Regulations U or X of the Board of Governors of the Federal
Reserve System of the United States of America), and no part of the proceeds of any Loan will be
used to purchase or carry any margin stock in violation of said Regulations U or X or to extend
credit to others for the purpose of purchasing or carrying margin stock in violation of said
Regulations U or X.



ARTICLE IV




CONDITIONS



     Section 4.01 Effective Date. The obligations of the Lenders to make Loans and of the
Issuing Banks to issue Letters of Credit hereunder shall not become effective until the Effective
Date which is scheduled to occur when each of the following conditions is satisfied:



     (a) The Administrative Agent (or its counsel) shall have received from each party hereto
either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include fax or email pdf transmission of a
signed signature page of this Agreement) that such party has signed a counterpart of this
Agreement.



     (b) The Administrative Agent shall have received written opinions (addressed to the
Administrative Agent and the Lenders and dated the Effective Date) of James J. Bender, Esq.,
General Counsel of the Borrowers, and Gibson, Dunn & Crutcher LLP, counsel for the Borrowers, in
form and substance reasonably satisfactory to the Administrative Agent and its counsel.



     (c) The Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to (i) the organization and
existence of the Borrowers, and (ii) the authorization of the Transactions and any other legal
matters relating to the Borrowers, this Agreement or the Transactions, all in form and substance
reasonably satisfactory to the Administrative Agent and its counsel.



     (d) The Administrative Agent shall have received each promissory note requested by a Lender
pursuant to Section 2.10(e), each duly completed and executed by each Borrower.



     (e) The Administrative Agent shall have received a certificate, dated the Effective Date and
signed by the President, an Executive Vice President or a Financial Officer or a Responsible
Officer of each Borrower, confirming compliance with the conditions set forth in paragraphs (a) and
(b) of Section 4.02.



     (f) The Administrative Agent shall have received satisfactory evidence that the Existing
Credit Agreement has been terminated and all amounts owing thereunder have been repaid in full or
are being repaid in full substantially simultaneously.



     (g) The Administrative Agent shall have received (i) all fees and other amounts due and
payable pursuant to the Fee Letters on or prior to the Effective Date and (ii) to the extent
invoiced two (2) Business Days prior to closing, reimbursement or payment of all out-of-pocket
expenses required to be reimbursed or paid by the Borrowers hereunder (or shall have received
satisfactory evidence that all such fees and amounts are being paid substantially simultaneously).



45









 





     (h) As of the Effective Date only, since December 31, 2010, no event resulting in a Material
Adverse Effect has occurred and is continuing.



     (i) No Default or Event of Default has occurred and is continuing.


The date on which all of the foregoing conditions have been satisfied (or waived by the
Administrative Agent) shall be the “Effective Date”. The Administrative Agent shall notify the
Borrowers and the Lenders of the Effective Date, and such notice shall be conclusive and binding.




     Section 4.02 Each Credit Event. The obligation of each Lender to make a Loan on the
occasion of any Borrowing (exclusive of continuations and conversions of a Borrowing), and of any
Issuing Bank to issue or increase the amount of any Letter of Credit, is subject to the
satisfaction of the following conditions:



     (a) The representations and warranties of the Borrower requesting the Loan set forth in this
Agreement shall be true and correct in all material respects (other than those representations and
warranties that are subject to a materiality qualifier, in which case such representations and
warranties shall be true and correct in all respects as written, including the materiality
qualifier) on and as of the date of such Borrowing or the date of issuance or increase of such
Letter of Credit, as applicable (other than those representations and warranties that expressly
relate to a specific earlier date, which shall be true and correct in all material respects as of
such earlier date (other than those representations and warranties that are subject to a
materiality qualifier, in which case such representations and warranties shall be true and correct
in all respects as of such earlier date as written, including the materiality qualifier)).



     (b) At the time of and immediately after giving effect to such Borrowing or the issuance or
increase of such Letter of Credit, as applicable, no Default with respect to such Borrower shall
have occurred and be continuing.


Each Borrowing and each issuance or increase of a Letter of Credit shall be deemed to constitute a
representation and warranty by the Borrower making such Borrowing on the date thereof as to the
matters specified in paragraphs (a) and (b) of this Section.




     Section 4.03 Defaulting Lenders. In addition to the other conditions precedent herein
set forth, if any Lender becomes, and during the period it remains, a Defaulting Lender, no Issuing
Bank will be required to issue any Letter of Credit or to increase any outstanding Letter of
Credit, unless such Issuing Bank is reasonably satisfied that any exposure that would result
therefrom is fully covered or eliminated by any combination, at the option of the applicable
Borrower, of the following:



     (a) the LC Exposure of such Defaulting Lender is reallocated, as to outstanding and future
Letters of Credit to the Non-Defaulting Lenders as provided in Section 2.06(k);



     (b) to the extent a reallocation as provided in Section 2.06(k) is not available or
otherwise at the option of the Borrower requesting the Letter of Credit, without limiting the
provisions of Section 2.06(j), each Borrower Cash Collateralizes the obligations of such
Borrower in respect of such Letter of Credit required to be issued by it in an amount equal to the
aggregate amount of the unreallocated obligations (contingent or otherwise) of such Defaulting
Lender in respect of such Letter of Credit (provided that cash collateral shall be
deposited in an interest bearing account promptly after the execution of the appropriate deposit
account agreement and establishment of such account from which the Administrative Agent will
release interest to the applicable Borrower on a periodic basis), or makes other arrangements
satisfactory to the Administrative Agent and the relevant Issuing Bank(s) in their sole discretion
to protect them against the risk of non-payment by such Defaulting Lender; and



46









 





     (c) in the case of a proposed issuance of a Letter of Credit, by an instrument or instruments
in form and substance satisfactory to the Administrative Agent and to the relevant Issuing Bank(s),
the Borrowers agree that the face amount of such requested Letter of Credit will be reduced by an
amount equal to the unreallocated, non-Cash Collateralized portion thereof as to which such
Defaulting Lender would otherwise be liable, in which case the obligations of the Non-Defaulting
Lenders in respect of such Letter of Credit will, subject to the first proviso below, be on a
pro rata basis in accordance with the Commitments of the Non-Defaulting Lenders,
and the pro rata payment provisions of Section 2.18 will be deemed adjusted
to reflect this provision; provided that (a) the sum of each Non-Defaulting Lender’s total
Credit Exposure may not in any event exceed the Commitment of such Non-Defaulting Lender, and (b)
neither any such reallocation nor any payment by a Non-Defaulting Lender pursuant thereto nor any
such Cash Collateralization or reduction will constitute a waiver or release of any claim any
Borrower, the Administrative Agent, any Issuing Bank or any other Lender may have against such
Defaulting Lender, or cause such Defaulting Lender to be a Non-Defaulting Lender.



ARTICLE V




AFFIRMATIVE COVENANTS



     From and after the Effective Date and until the Aggregate Commitments have expired or been
terminated and the principal of and interest on each Loan and all fees payable hereunder shall have
been paid in full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, each Borrower, solely with respect to itself, and to the
extent set forth below, its Subsidiaries, covenants and agrees with the Lenders that:



     Section 5.01 Financial Statements and Other Information. Such Borrower will furnish,
or cause to be furnished, to the Administrative Agent:



     (a) as soon as available, but in any event within 105 days after the end of each fiscal year
of such Borrower, the audited consolidated balance sheet of such Borrower and its consolidated
subsidiaries as at the end of such year and the related consolidated statements of income, equity
and cash flows of such Borrower and its consolidated subsidiaries for such year, all in reasonable
detail, audited and accompanied by a report and opinion of an independent certified public
accountant of nationally recognized standing selected by such Borrower, which report and opinion
shall be prepared in accordance with GAAP;



     (b) as soon as available, but in any event within 60 days after the end of each of the first
three fiscal quarters of each fiscal year of such Borrower, the unaudited consolidated balance
sheet of such Borrower and its consolidated subsidiaries as at the end of such quarter and the
related consolidated statements of income, equity and cash flows of such Borrower and its
consolidated subsidiaries for such quarter, all in reasonable detail and certified by a Financial
Officer of such Borrower as fairly presenting in all material respects the financial condition,
results of operations and cash flows of such Borrower and its subsidiaries in accordance with GAAP,
subject to normal changes resulting from year-end adjustments;



     (c) within 60 days after the end of each of the first three fiscal quarters of each fiscal
year of such Borrower and within 105 days after the end of each fiscal year of such Borrower, a
certificate of a Financial Officer of such Borrower substantially in the form of Exhibit D
(i) certifying as to whether a Default has occurred that is then continuing and, if a Default has
occurred that is then continuing, specifying the details thereof and any action taken or proposed
to be taken with respect thereto, and (ii) setting forth in reasonable detail calculations
demonstrating compliance with Section 6.07;



47









 





     (d) promptly upon their becoming available, one copy of (i) each financial statement, report,
notice or proxy statement sent by any Borrower to public securities holders generally, and (ii)
each regular or periodic report, each registration statement (without exhibits except as expressly
requested by such Lender), and each prospectus and all amendments thereto filed by WPZ or any of
its Subsidiaries with the Securities and Exchange Commission, or any Governmental Authority
succeeding to any or all of the functions of said Commission, or with any national securities
exchange; and



     (e) any other information (other than projections) which the Administrative Agent, at the
request of any Lender, may from time to time reasonably request.



     Any document readily available on-line through the “Electronic Data Gathering, Analysis and
Retrieval” system (or any successor system thereof) maintained by the Securities and Exchange
Commission (or any succeeding Governmental Authority), shall be deemed to have been furnished to
the Administrative Agent for purposes of this Section 5.01. Documents required to be
delivered pursuant to Section 5.01 may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date (i) on which such Borrower posts such documents,
or provides a link thereto on such Borrower’s website on the Internet at www.williamslp.com or (ii)
on which such documents are (or are deemed to be) delivered to the Administrative Agent. The
Administrative Agent shall post such documents on such Borrower’s behalf on an Internet or intranet
website, if any, to which each Lender and the Administrative Agent have access (whether a
commercial, third-party website or whether sponsored by the Administrative Agent). The
Administrative Agent shall have no obligation to request the delivery or to maintain copies of the
documents referred to above, and in any event shall have no responsibility to monitor compliance by
such Borrower with any such request for delivery.



     Section 5.02 Notices of Material Events. Such Borrower will furnish to the
Administrative Agent and each Lender prompt written notice of the following:



     (a) the occurrence of any Event of Default;



     (b) as soon as possible and in any event within 30 Business Days after such Borrower or any
of its Subsidiaries or ERISA Affiliate of such Borrower knows or has reason to know that any ERISA
Event with respect to any Plan of such Borrower has occurred or is reasonably expected to occur
that could reasonably be expected to have a Material Adverse Effect in respect of such Borrower;



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



     (d) promptly and in any event within 25 Business Days after receipt thereof by such Borrower
or any ERISA Affiliate of such Borrower from the sponsor of a Multiemployer Plan, a copy of each
notice received by such Borrower or any ERISA Affiliate of such Borrower concerning (i) the
imposition of a Withdrawal Liability by a Multiemployer Plan, (ii) the determination that a
Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of
ERISA, (iii) the termination of a Multiemployer Plan within the meaning of Title IV of ERISA, or
(iv) the amount of liability incurred, or expected to be incurred, by such Borrower or any ERISA
Affiliate of such Borrower in connection with any event described in clause (i), (ii) or (iii)
above that, in the aggregate, would reasonably be expected to have a Material Adverse Effect in
respect of such Borrower; and



     (e) the occurrence of any “Event of Default” (as defined in the indenture with respect
thereto) with respect to the Senior Notes; and



48









 





     (f) any change in any rating established or deemed to have been established by Moody’s or S&P
for the Index Debt of such Borrower.


Each notice delivered under clauses (a) through (e) of this Section shall be accompanied by a
statement of a Responsible Officer setting forth the details of the event or development requiring
such notice and any action taken or proposed to be taken with respect thereto.




     Section 5.03 Existence; Conduct of Business. Such Borrower will, and will cause each
of its Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and
keep in full force and effect its legal existence and the rights, licenses, permits, privileges and
franchises material and necessary or desirable to the conduct of its business, except where failure
to do so could not be reasonably expected to have a Material Adverse Effect with respect to such
Borrower except (i) in the case of any Material Subsidiary of such Borrower (other than another
Borrower), where the failure of such Material Subsidiary to so maintain its existence could not
reasonably be expected to have a Material Adverse Effect in respect of such Borrower, (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 in
respect of such Borrower, and (iii) the foregoing shall not prohibit any merger, consolidation,
liquidation or dissolution not prohibited under Section 6.02.



     Section 5.04 Payment of Obligations. Such Borrower will, and will cause each of its
Material Subsidiaries to, pay, before the same shall become delinquent or in default, its
Indebtedness and tax liabilities but excluding Indebtedness that is not Material Indebtedness,
except where (a)(i) the validity or amount thereof is being contested by such Borrower or such
Subsidiary in good faith by appropriate proceedings, and (ii) such Borrower or such Subsidiary has
set aside on its books adequate reserves with respect thereto in accordance with GAAP, or (b) the
failure to make payment would not reasonably be expected to have a Material Adverse Effect with
respect to such Borrower.



     Section 5.05 Maintenance of Properties; Insurance. Such Borrower will, and will cause
each of its Material Subsidiaries to, (a) keep and maintain all property, taken as a whole,
material to the conduct of their business in good working order and condition, ordinary wear and
tear excepted, in the reasonable judgment of such Borrower or Material Subsidiary, and (b)
maintain, with financially sound and reputable insurance companies, insurance in such amounts and
against such risks as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations; provided that (i) such Borrower or
Material Subsidiary may self-insure to the extent and in the manner normal for companies of like
size, type and financial condition and (ii) any insurance required by this Section 5.05(b)
may be maintained by Williams or WPZ on behalf of such Borrower or Material Subsidiary.



     Section 5.06 Books and Records; Inspection Rights. Such Borrower will, and will cause
each of its Material Subsidiaries to, keep in accordance with GAAP books of record and account.
Such Borrower will, and will cause each of its Material Subsidiaries to, permit any representatives
designated by the Administrative Agent or the Required Lenders, upon reasonable prior notice during
normal business hours and, if such Borrower shall so request, in the presence of a Responsible
Officer or an appointee of a Responsible Officer, at the Lenders’ expense so long as no Event of
Default exists and at such Borrower’s expense during the continuance of an Event of Default, to
visit and inspect its properties, to examine and make extracts from its books and records (subject
to compliance with confidentiality agreements and applicable copyright law), 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 once a year so long as no Event of Default exists.



     Section 5.07 Compliance with Laws. Such Borrower will, and will cause each of its
Material Subsidiaries to, comply with all laws, rules, regulations and orders of any Governmental
Authority



49









 




applicable to it or its property, including, without limitation, Environmental Laws, except
where the failure to do so, individually or in the aggregate, would not reasonably be expected to
result in a Material Adverse Effect with respect to such Borrower.




     Section 5.08 Use of Proceeds and Letters of Credit. The proceeds of the
Loans will be used for working capital, acquisitions, capital expenditures and other general
limited liability company or partnership, as applicable, purposes and the refinancing of the
Existing Credit Agreement. Letters of Credit will be used for such Borrower’s and their respective
Subsidiaries’ general limited liability company or partnership, as applicable, purposes. No part
of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that
entails a violation of any of the Regulations of the Board of Governors of the Federal Reserve
System of the United States of America, including Regulations U and X.



     Section 5.09 Potential Subsidiary Guarantors.



     (a) If, after the date of this Agreement, any Subsidiary of WPZ that is not already a
Guarantor guarantees any Material Indebtedness of WPZ, then that Subsidiary shall become a
Guarantor of the obligations of WPZ hereunder by executing a Guaranty and delivering it to the
Administrative Agent within twenty Business Days of the date on which it guaranteed such Material
Indebtedness, together with such other additional closing documents, certificates and legal
opinions as shall reasonably be requested by the Administrative Agent.



     (b) The Guaranty of a Guarantor shall be released (i) in connection with any sale or other
disposition of all or substantially all of the properties or assets of such Guarantor (including by
way of merger or consolidation) to a Person that is not (either before or after giving effect to
such transaction) a Guarantor, (ii) in connection with any sale or other disposition of all of the
Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to
such transaction) a Guarantor, (iii) upon termination of this Agreement or (iv) at such time as
such Guarantor ceases to guaranty such Material Indebtedness.



     Section 5.10 Maintenance of Ownership of Certain Subsidiaries. At all times, WPZ will
(a) Control NWP and TGPL and (b) maintain NWP and TGPL as Subsidiaries of WPZ, except that WPZ may
cease to have Control over, and/or cease to maintain NWP and TGPL as its Subsidiaries, if after
giving effect to either NWP or TGPL not being Subsidiaries of WPZ or WPZ ceasing to have Control
over either NWP or TGPL, as applicable, the senior unsecured debt securities of WPZ shall have an
Investment Grade Rating from each of Moody’s and S&P.



ARTICLE VI




NEGATIVE COVENANTS



     From and after the Effective Date and until the Aggregate Commitments have expired or
terminated and the principal of and interest on each Loan and all fees payable hereunder have been
paid in full and all Letters of Credit have expired or terminated and all LC Disbursements shall
have been reimbursed, each Borrower, solely with respect to itself, and to the extent set forth
below, its Subsidiaries, covenants and agrees with the Lenders that:



     Section 6.01 Liens. Such Borrower shall not, and shall not permit any of its Material
Subsidiaries to, create, assume or incur any Lien on any of its assets or property or upon any
Equity Interests of any such Material Subsidiary which Equity Interests are now owned or hereafter
acquired by such Borrower or such Subsidiary to secure any Indebtedness of such Borrower or any
other Person (other



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than the Indebtedness under this Agreement) other than Permitted Liens, without providing that
the Loans of such Borrower shall be equally and ratably secured with such Indebtedness until such
time as such Indebtedness is no longer secured by a Lien. Notwithstanding the foregoing, each
Borrower may, and may permit any of its Material Subsidiaries to, create, assume or incur any
Indebtedness secured by a Lien, other than a Permitted Lien, without securing the Loans of such
Borrower, provided that the aggregate principal amount of all Indebtedness then outstanding
secured by Liens (other than Permitted Liens) does not exceed 15% of Consolidated Net Tangible
Assets.




     Section 6.02 Fundamental Changes. Such Borrower will not merge into or
consolidate with any other Person, or permit any other Person to merge into or consolidate with it,
or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after giving effect
thereto no Default shall have occurred and be continuing, (a) any Person may merge into a Borrower
in a transaction in which such Borrower is the surviving corporation and (b) NWP or TGPL may merge
or consolidate with or into WPZ or any Subsidiary of WPZ or transfer all or substantially all of
its assets to WPZ or any Subsidiary of WPZ in a transaction or series of transactions in which WPZ
or such Subsidiary of WPZ is the surviving corporation.



     Section 6.03 Restricted Payments. Such Borrower will not, and will not permit any of
its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any
Restricted Payment, except as long as no Event of Default has occurred and is continuing or would
result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the
Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b)
each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its
Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers,
directors or employees with respect to the exercise by any such Persons of options, warrants or
other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an
employment, equity award, equity option or equity appreciation agreement or plans entered into by
WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General
Partner for expenses pursuant to the Partnership Agreement and (e) TGPL and NWP and their
Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash
management program; provided, that even if an Event of Default shall have occurred and is
continuing, (i) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments
to WPZ and its Subsidiaries so long as, with respect to any such Borrower or its respective
Subsidiaries, there is no Credit Exposure of any Lender with respect to such Borrower, and (ii) no
Subsidiary of any Borrower shall be prohibited from upstreaming dividends or other payments to such
Borrower or any Subsidiary of such Borrower or making, in the case of any Subsidiary of such
Borrower that is not wholly-owned (directly or indirectly) by such Borrower, dividends or payments,
as the case may be, to the other owners of Equity Interests in such Subsidiary; and
provided, further, that, any dividends or payments by any such Subsidiary that is not
wholly-owned (directly or indirectly) by a Borrower to such Borrower shall be not less than an
amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such
Subsidiary times (y) the amount of all such dividends and payments made to all owners of
Equity Interests in such Subsidiary.



     Section 6.04 Restrictive Agreements. Such Borrower will not, and will not permit any
of its Material Subsidiaries to, directly or indirectly, enter into or permit to exist any
agreement or other arrangement with any Person, other than the Lenders pursuant hereto, which
expressly prohibits or restricts or imposes any conditions upon the ability of any Material
Subsidiary of such Borrower to (a) pay dividends or make other distributions or pay any
Indebtedness owed to WPZ or any Material Subsidiary of WPZ, or (b) make subordinate loans or
advances to or make other investments in WPZ or any Material Subsidiary of WPZ in each case, other
than restrictions or conditions contained in, or existing by reasons of, any agreement or
instrument (i) relating to any Indebtedness of any Subsidiary of WPZ, (ii) relating to



51









 




property existing at the time of the acquisition thereof, so long as the restriction or
condition relates only to the property so acquired, (iii) relating to any Subsidiary of WPZ at the
time such Subsidiary was merged or consolidated with or into, or acquired by, WPZ or a Subsidiary
of WPZ or became a Subsidiary of WPZ and not created in contemplation thereof, (iv) effecting a
renewal, extension, refinancing, refund or replacement (or successive extensions, renewals,
refinancings, refunds or replacements) of Indebtedness issued under an agreement referred to in
clauses (i) through (iii) above, so long as the restrictions and conditions contained in any such
renewal, extension, refinancing, refund or replacement agreement, taken as a whole, are not
materially more restrictive than the restrictions and conditions contained in the original
agreement, as determined in good faith by the board of directors of the General Partner, (v)
constituting customary provisions restricting subletting or assignment of any leases of WPZ or any
Subsidiary of WPZ or provisions in agreements that restrict the assignment of such agreement or any
rights thereunder, (vi) related to Permitted Liens, (vii) constituting any temporary encumbrance or
restriction with respect to a Subsidiary of WPZ under an agreement that has been entered into for
the disposition of all or substantially all of the outstanding Equity Interests of or assets of
such Subsidiary, provided that such disposition is otherwise permitted hereunder, (viii)
constituting customary restrictions on cash, other deposits or assets imposed by customers and
other persons under contracts entered into in the ordinary course of business, (ix) constituting
provisions contained in agreements or instruments relating to Indebtedness that prohibit the
transfer of all or substantially all of the assets of the obligor under that agreement or
instrument unless the transferee assumes the obligations of the obligor under such agreement or
instrument or such assets may be transferred subject to such prohibition, (x) constituting a
requirement that a certain amount of Indebtedness be maintained between a Subsidiary of WPZ and WPZ
or another Subsidiary of WPZ, (xi) constituting any restriction or condition with respect to
property under an agreement that has been entered into for the disposition of such property,
provided that such disposition is otherwise permitted hereunder, (xii) constituting any
restriction or condition with respect to property under a charter, lease or other agreement that
has been entered into for the employment of such property, (xiii) constituting a Hybrid Security or
an indenture, document, agreement or security entered into or issued in connection with a Hybrid
Security or otherwise constituting a restriction or condition on the payment of dividends or
distributions by an issuer of a Hybrid Security; (xiv) entered into in the ordinary course of
business; (xv) existing under or by reason of applicable law; (xvi) relating to a joint venture or
similar arrangement, so long as the restriction or condition relates only to the property that is
subject to such joint venture or similar arrangement; (xvii) existing on the Closing Date and set
forth in Schedule 6.05; (xviii) relating to financial performance covenants or (xix)
arising from the Partnership Agreement or the limited liability company agreement with respect to
Discovery.




     Section 6.05 Affiliate Transactions. Such Borrower will not, and will not permit any
of its Material Subsidiaries to, directly or indirectly, pay any funds to or for the account of,
make any investment in, lease, sell, transfer or otherwise dispose of any assets, tangible or
intangible, to, or participate in, or effect, any transaction with, any officer, director, employee
or Affiliate (other than such Borrower or any of its Subsidiaries) unless as a whole such
transactions between such Borrower and its Subsidiaries on the one hand and any officer, director,
employee or Affiliate (other than such Borrower or any of its Subsidiaries) on the other hand, are
on terms and conditions fair and reasonable to such Borrower or such Material Subsidiary as
determined, in the case of WPZ, by the General Partner, and in the case of NWP and TGPL, by such
Borrower; provided, that the foregoing provisions of this Section shall not prohibit (a)
such Borrower or any of its Subsidiaries from declaring or paying any lawful dividend or
distribution otherwise permitted hereunder, (b) such Borrower or any of its Subsidiaries from
providing credit support for its Subsidiaries as it deems appropriate in the ordinary course of
business, (c) WPZ or any of its Subsidiaries from engaging in a transaction or transactions that
occur within a related series of transactions, which, in the aggregate, are on terms and conditions
that are fair and reasonable as determined, in the case of WPZ, by the General Partner, and in the
case of NWP and TGPL, by such Borrower, (d) such Borrower or any of its Subsidiaries from engaging
in non-material transactions with any officer, director, employee or Affiliate of such Borrower or
any of its Subsidiaries that are not on an arms-length basis or are not on



52









 




terms as favorable as could have been obtained from a third party but are in the ordinary
course of such Borrower’s or such Subsidiary’s business, so long as, in each case, after giving
effect thereto, no Default or Event of Default shall have occurred and be continuing, (e) WPZ or
any of its Subsidiaries from engaging in a transaction with an Affiliate if such transaction has
been approved by the General Partner’s Board of Directors, (f) any arrangement in place on the
Closing Date or any amendment thereto or replacement thereof or any transaction contemplated
thereby so long as such amendment or replacement is not more disadvantageous in any material
respect than the arrangement so amended or replaced; (g) any transaction permitted under the
Partnership Agreement; (h) any corporate sharing agreements with respect to tax sharing and general
overhead and administrative matters; (i) any direct or indirect transfer of Equity Interests to WPZ
or any of its Subsidiaries in one or a series of transactions or (j) WPZ’s and its Subsidiaries’
participation in WPZ’s cash management program.




     Section 6.06 Change in Nature of Businesses. Neither such Borrower nor any Material
Subsidiary of such Borrower will materially alter the character of their business from the
midstream energy business, pipeline business and wetlands mitigation business and those lines of
business conducted by WPZ and its Subsidiaries on the Closing Date (or which are directly related
thereto or generally related thereto), except that WPZ and its Subsidiaries may engage in the
businesses of producing, gathering, processing, storing, transporting and distributing natural gas,
natural gas liquids, refined products and crude oil and similar businesses.



     Section 6.07 Financial Condition Covenants.



     (a) Leverage Ratio. WPZ shall not permit the ratio of Consolidated Indebtedness of
WPZ as of the last day of any fiscal quarter for which financial statements have been delivered
pursuant to Section 5.01 to Consolidated EBITDA for the four full fiscal quarters ending on
such date to exceed:




     (i) 5.50 to 1.0, in the case of any such period ended on the last day of (A) a fiscal
quarter in which any Borrower makes any Specified Acquisition, or (B) the first or second
fiscal quarter next succeeding such a fiscal quarter; or




     (ii) 5.00 to 1.00, in the case of any such period ended on the last day of any other
fiscal quarter.


For purposes of this Section 6.07(a): (A) Hybrid Securities up to an aggregate amount of
15% of Consolidated Total Capitalization shall be excluded from Consolidated Indebtedness, (B)
Consolidated EBITDA may include, at WPZ’s option, any Material Project EBITDA Adjustments as
provided in the definition thereof and (C) once any Acquisition Adjustment Period is in effect, the
next succeeding Acquisition Adjustment Period may not commence until the termination of such
Acquisition Adjustment Period then in effect.




     (b) Ratio of Consolidated Indebtedness to Capitalization. In the case of any Borrower
(other than WPZ), such Borrower shall not permit its ratio of (i) Consolidated Indebtedness of such
Borrower as of the last day of any fiscal quarter for which financial statements have been
delivered pursuant to Section 5.01 (commencing with the fiscal quarter ending June 30,
2011) to (ii) the Consolidated Total Capitalization of such Borrower as of such date to exceed 65%.



ARTICLE VII




EVENTS OF DEFAULT



     If any of the following events (“Events of Default”) shall occur and be continuing:



53









 





     (a) such Borrower shall fail to pay any principal of any Loan or any reimbursement obligation
in respect of any LC Disbursement when and as the same shall become due and payable, whether at the
due date thereof or at a date fixed for prepayment thereof or otherwise;



     (b) such Borrower shall fail to pay (i) any interest on any Loan payable under this Agreement,
when and as the same shall become due and payable, and such failure shall continue unremedied for a
period of five (5) days or (ii) any fee or any other amount (other than an amount referred to in
clause (a) or (b)(i) of this Article) payable under this Agreement, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period of ten (10) days;



     (c) any representation or warranty (other than Added L/C Representations) made by
such Borrower herein or in any other Loan Document (or by any Responsible Officer of such Borrower)
in writing under or in connection with this Agreement or any other Loan Document or any instrument
executed in connection herewith (including representations and warranties deemed made pursuant to
Section 4.02) shall prove to have been incorrect in any material respect when made or
deemed made and such materiality is continuing;



     (d) such Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Article VI;



     (e) such Borrower shall fail to observe or perform any covenant, condition or agreement
contained in this Agreement (other than those specified in clause (a), (b) or (d) of this Article),
and such failure shall continue unremedied for a period of 30 days after the earlier of (i) written
notice thereof from the Administrative Agent to such Borrower (which notice will be given at the
request of the Required Lenders) or (ii) a Responsible Officer of such Borrower shall have
knowledge of such failure;



     (f) such Borrower or any Material Subsidiary of such Borrower shall (i) fail to pay (A) any
principal of or premium or interest on any Material Indebtedness of such Borrower or such Material
Subsidiary (as the case may be), or (B) aggregate net obligations under one or more Hedging
Agreements (excluding amounts the validity of which are being contested in good faith by
appropriate proceedings, if necessary, and for which adequate reserves with respect thereto are
maintained on the books of such Borrower or such Material Subsidiary (as the case may be)) in
excess of $100,000,000, in each case 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 Material Indebtedness or such Hedging Agreements; or (ii) default in the observance or
performance of any covenant or obligation contained in any agreement of such Material Indebtedness
that is a default (in each case, other than a failure to pay specified in clause (i) of this
subsection (f)) and such default shall continue after the applicable grace period, if any,
specified in such agreement or instrument, if the effect thereof is to accelerate the maturity of
such Material Indebtedness or require such Material Indebtedness to be prepaid prior to the stated
maturity thereof; for the avoidance of doubt the parties acknowledge and agree that any payment
required to be made under a guaranty of payment or collection described in clause (g) of the
definition of Indebtedness shall be due and payable at the time such payment is due and payable
under the terms of such guaranty (taking into account any applicable grace period) and such payment
shall be deemed not to have been accelerated or required to be prepaid prior to its stated maturity
as a result of the obligation guaranteed having become due;



     (g) an involuntary proceeding shall be commenced or an involuntary petition shall be filed
seeking (i) liquidation, reorganization or other relief in respect of such Borrower or any Material
Subsidiary of such Borrower or its debts, or of a substantial part of its assets, under any
federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect or (ii) the



54









 




appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for such Borrower or any Material Subsidiary of such Borrower or for a substantial part of its
assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days
or an order or decree approving or ordering any of the foregoing shall be entered;




     (h) such Borrower or any Material Subsidiary of such Borrower shall (i) voluntarily commence
any proceeding or file any petition seeking liquidation, reorganization or other relief under any
federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner,
any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to
the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official
for such Borrower or any Material Subsidiary of such Borrower or for a substantial part of its
assets, (iv) make a general assignment for the benefit of creditors or (v) take any action for the
purpose of effecting any of the foregoing;



     (i) such Borrower or any Material Subsidiary of such Borrower shall admit in writing its
inability to pay its debts generally;



     (j) one or more judgments for the payment of money in an aggregate uninsured amount equal to
or greater than $100,000,000 shall be rendered against such Borrower or any Material Subsidiary of
such Borrower or any combination thereof and the same shall remain undischarged for a period of 30
consecutive days during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of such Borrower or any such
Material Subsidiary of such Borrower to enforce any such judgment;



     (k) an ERISA Event shall have occurred and, thirty (30) days after notice thereof shall have
been given to such Borrower by the Administrative Agent, such ERISA Event shall still exist, and
such ERISA Event, when taken together with all other ERISA Events that have occurred, would
reasonably be expected to result in a Material Adverse Effect;



     (l) such Borrower or any Material Subsidiary or ERISA Affiliate of such Borrower 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), would reasonably be expected to result in a Material Adverse Effect;



     (m) such Borrower or any Material Subsidiary or ERISA Affiliate of such Borrower 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 Borrowers 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 Closing Date by an amount that would reasonably be
expected to result in a Material Adverse Effect;



     (n) the General Partner takes, suffers or permits to exist any of the events or conditions
referred to in clauses (g), (h) or (i) of this Article;



     (o) a Change in Control shall occur; or



     (p) if any Guaranty of a Material Subsidiary is required to be in effect pursuant to
Section 5.09(a) and prior to the release of such Guaranty pursuant to Section
5.09(b), (i) such Guaranty for any



55









 




reason is not a legal, valid, binding and enforceable obligation of such Guarantor party
thereto for more than five (5) days or (ii) such Guarantor shall so state in writing that such
Guaranty for any reason is not a legal, valid, binding and enforceable obligation of such
Guarantor;



then, and in every such event (other than an event with respect to any Borrower described in clause
(g) or (h) of this Article), and at any time thereafter during the continuance of such event, the
Administrative Agent at the request of the Required Lenders shall, by notice to the Borrowers or
applicable Borrower, take any of the following actions, at the same or different times: (i)
terminate the Aggregate Commitments and Letter of Credit Commitments, and thereupon the Aggregate
Commitments and the Letter of Credit Commitments shall terminate immediately, (ii) declare the
Loans owed by the applicable Borrower as to which an Event of Default has occurred and is
continuing to be due and payable in whole (or in part, in which case any principal not so declared
to be due and payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued interest thereon
and all fees and other obligations of such Borrower accrued hereunder, shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind, all of which are
hereby waived by the Borrowers; and in case of any event with respect to any Borrower described in
clause (g) or (h) of this Article, the Borrower Sublimit of the Borrower as to which such Event of
Default has occurred and is outstanding, the obligations of each Lender to make Loans to such
Borrower, and of each Issuing Bank to issue a Letter of Credit for or on behalf of such Borrower
shall be automatically terminated and the principal of the Loans of such Borrower then outstanding,
together with accrued interest thereon and all fees and other obligations owed by the applicable
Borrower as to which such Event of Default has occurred and is continuing, shall automatically
become due and payable, without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrowers, and (iii) exercise on behalf of itself, the Lenders and
the Issuing Banks all rights and remedies available to it, the Lenders and the Issuing Banks under
the Loan Documents, including the rights under Section 2.06(j)(i).




ARTICLE VIII




THE ADMINISTRATIVE AGENT



     Section 8.01 Appointment and Authority. Each Lender Party hereby irrevocably appoints
Citibank, N.A. to act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its behalf and to
exercise such powers as are delegated to the Administrative Agent by the terms hereof or thereof,
together with such actions and powers as are reasonably incidental thereto. The provisions of this
Article are solely for the benefit of the Administrative Agent and the Lender Parties, and no
Borrower or Guarantor shall have rights as a third party beneficiary of any of such provisions.



     Section 8.02 Administrative Agent Individually.



     (a) The Person serving as the Administrative Agent hereunder shall have the same rights and
powers in its capacity as a Lender Party as any other Lender Party and may exercise the same as
though it were not the Administrative Agent and the term “Lender Party” or “Lender Parties” shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with any Borrower or any
Subsidiary or other Affiliate thereof



56









 




as if such Person were not the Administrative Agent hereunder and without any duty to account
therefor to the Lender Parties.




     (b) Each Lender Party understands that the Person serving as Administrative Agent, acting in
its individual capacity, and its Affiliates (collectively, the “Agent’s Group”) are engaged
in a wide range of financial services and businesses (including investment management, financing,
securities trading, corporate and investment banking and research) (such services and businesses
are collectively referred to in this Article VIII as “Activities”) and may engage in the Activities
with or on behalf of one or more of the Borrowers or their respective Affiliates. Furthermore, the
Agent’s Group may, in undertaking the Activities, engage in trading in financial products or
undertake other investment businesses for its own account or on behalf of others (including the
Borrowers and their Affiliates and including holding, for its own account or on behalf of others,
equity, debt and similar positions in the Borrowers or its respective Affiliates), including
trading in or holding long, short or derivative positions in securities, loans or other financial
products of one or more of the Borrowers or their Affiliates. Each Lender Party understands and
agrees that in engaging in the Activities, the Agent’s Group may receive or otherwise obtain
information concerning the Borrowers or their Affiliates (including information concerning the
ability of the Borrowers to perform its obligations hereunder and under the other Loan Documents)
which information may not be available to any of the Lender Parties that are not members of the
Agent’s Group. None of the Administrative Agent nor any member of the Agent’s Group shall have any
duty to disclose to any Lender Party or use on behalf of the Lender Parties, and shall not be
liable for the failure to so disclose or use, any information whatsoever about or derived from the
Activities or otherwise (including any information concerning the business, prospects, operations,
property, financial and other condition or creditworthiness of the Borrowers or any Affiliate
thereof) or to account for any revenue or profits obtained in connection with the Activities,
except that the Administrative Agent shall deliver or otherwise make available to each Lender Party
such documents as are expressly required by any Loan Document to be transmitted by the
Administrative Agent to the Lender Parties.



     (c) Each Lender Party further understands that there may be situations where members of the
Agent’s Group or their respective customers (including the Borrowers and their Affiliates) either
now have or may in the future have interests or take actions that may conflict with the interests
of any one or more of the Lender Parties (including the interests of the Lender Parties hereunder
and under the other Loan Documents). Each Lender Party agrees that no member of the Agent’s Group
is or shall be required to restrict its activities as a result of the Person serving as
Administrative Agent being a member of the Agent’s Group, and that each member of the Agent’s Group
may undertake any Activities without further consultation with or notification to any Lender Party.
None of (i) this Agreement nor any other Loan Document, (ii) the receipt by the Agent’s Group of
information (including Information) concerning the Borrowers or their Affiliates (including
information concerning the ability of the Borrowers to perform their respective obligations
hereunder and under the other Loan Documents) nor (iii) any other matter shall give rise to any
fiduciary, equitable or contractual duties (including without limitation any duty of trust or
confidence) owing by the Administrative Agent or any member of the Agent’s Group to any Lender
Party including any such duty that would prevent or restrict the Agent’s Group from acting on
behalf of customers (including the Borrowers or their Affiliates) or for its own account.



     Section 8.03 Duties of Administrative Agent; Exculpatory Provisions.



     (a) The Administrative Agent’s duties hereunder and under the other Loan Documents are solely
ministerial and administrative in nature and the Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent shall not have any duty to take
any discretionary action or exercise any discretionary powers, but shall be required to act or
refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the
written direction of the Required



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Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent shall not be
required to take any action that, in its opinion or the opinion of its counsel, may expose the
Administrative Agent or any of its Affiliates to liability or that is contrary to any Loan Document
or applicable law.




     (b) The Administrative Agent shall not be liable for any action taken or not taken by it (i)
with the consent or at the request of the Required Lenders (or such other number or percentage of
the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall
be necessary, under the circumstances as provided in Section 9.03 or Article VII)
or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent
shall be deemed not to have knowledge of any Default or the event or events that give or may give
rise to any Default unless and until any Borrower or any Lender Party shall have given notice to
the Administrative Agent describing such Default and such event or events.



     (c) Neither the Administrative Agent nor any member of the Agent’s Group shall be responsible
for or have any duty to ascertain or inquire into (i) any statement, warranty, representation or
other information made or supplied in or in connection with this Agreement, any other Loan Document
or the Information Memorandum, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith or the adequacy, accuracy
and/or completeness of the information contained therein, (iii) the performance or observance of
any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v) the
satisfaction of any condition set forth in Article IV or elsewhere herein, other than (but subject
to the foregoing clause (ii)) to confirm receipt of items expressly required to be delivered to the
Administrative Agent.



     (d) Nothing in this Agreement or any other Loan Document shall require the Administrative
Agent or any of its Related Parties to carry out any “know your customer” or other checks in
relation to any person on behalf of any Lender Party and each Lender Party confirms to the
Administrative Agent that it is solely responsible for any such checks it is required to carry out
and that it may not rely on any statement in relation to such checks made by the Administrative
Agent or any of its Related Parties.



     Section 8.04 Reliance by Administrative Agent. The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by it to be genuine
and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative
Agent also may rely upon any statement made to it orally or by telephone and believed by it to have
been made by the proper Person, and shall not incur any liability for relying thereon. In
determining compliance with any condition hereunder to the making of a Loan, or the issuance of a
Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender Party, the
Administrative Agent may presume that such condition is satisfactory to such Lender Party unless an
officer of the Administrative Agent responsible for the transactions contemplated hereby shall have
received notice to the contrary from such Lender Party prior to the making of such Loan or the
issuance of such Letter of Credit, and in the case of a Borrowing, such Lender Party shall not have
made available to the Administrative Agent such Lender Party’s ratable portion of such Borrowing.
The Administrative Agent may consult with legal counsel (who may be counsel for any Borrower),
independent accountants and other experts selected by it, and shall not be liable for any action
taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.



     Section 8.05 Delegation of Duties. The Administrative Agent may perform any and all
of its duties and exercise its rights and powers hereunder or under any other Loan Document by or
through any



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one or more sub agents appointed by the Administrative Agent. The Administrative Agent and
any such sub agent may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties. Each such sub agent and the Related Parties of the
Administrative Agent and each such sub agent shall be entitled to the benefits of all provisions of
this Article VIII and Section 9.04 (as though such sub-agents were the
“Administrative Agent” under the Loan Documents) as if set forth in full herein with respect
thereto.




     Section 8.06 Resignation of Administrative Agent. The Administrative Agent may at any
time give notice of its resignation to the Lender Parties and the Borrowers (such notice not to be
effective until 30 days have lapsed). Upon receipt of any such notice of resignation, the Required
Lenders shall have the right, unless an Event of Default under subsection (a), (g) or (h) of
Article VIII has occurred and is continuing, with the consent of the Borrowers, to appoint a
successor. If no such successor shall have been so appointed by the Required Lenders and shall
have accepted such appointment within 30 days after the retiring Administrative Agent gives notice
of its resignation (such 30-day period, the “Lender Party Appointment Period”), then the
retiring Administrative Agent may on behalf of the Lender Parties, appoint a successor
Administrative Agent meeting the qualifications set forth above. In addition and without any
obligation on the part of the retiring Administrative Agent to appoint, on behalf of the Lender
Parties, a successor Administrative Agent, the retiring Administrative Agent may at any time upon
or after the end of the Lender Party Appointment Period notify the Borrowers and the Lender Parties
that no qualifying Person has accepted appointment as successor Administrative Agent and the
effective date of such retiring Administrative Agent’s resignation which effective date shall be no
earlier than three business days after the date of such notice. Upon the resignation effective
date established in such notice and regardless of whether a successor Administrative Agent has been
appointed and accepted such appointment, the retiring Administrative Agent’s resignation shall
nonetheless become effective and (i) the retiring Administrative Agent shall be discharged from its
duties and obligations as Administrative Agent hereunder and under the other Loan Documents and
(ii) all payments, communications and determinations provided to be made by, to or through the
Administrative Agent shall instead be made by or to each Lender Party directly, until such time as
the Required Lenders appoint a successor Administrative Agent as provided for above in this
paragraph. Upon the acceptance of a successor’s appointment as Administrative Agent hereunder,
such successor shall succeed to and become vested with all of the rights, powers, privileges and
duties as Administrative Agent of the retiring (or retired) Administrative Agent, and the retiring
Administrative Agent shall be discharged from all of its duties and obligations as Administrative
Agent hereunder or under the other Loan Documents (if not already discharged therefrom as provided
above in this paragraph). The fees payable by WPZ to a successor Administrative Agent shall be the
same as those payable to its predecessor unless otherwise agreed between WPZ and such successor.
After the retiring Administrative Agent’s resignation hereunder and under the other Loan Documents,
the provisions of this Article and Section 9.04 shall continue in effect for the benefit of
such retiring Administrative Agent, its sub agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent. Anything herein to the contrary notwithstanding, if at any
time the Required Lenders determine that the Person serving as Administrative Agent is (without
taking into account any provision in the definition of “Defaulting Lender” requiring notice from
the Administrative Agent or any other party) a Defaulting Lender, the Required Lenders (determined
after giving effect to Section 9.03) may by notice to the Borrowers and such Person remove
such Person as Administrative Agent and, in with the consent of the Borrowers, appoint a
replacement Administrative Agent hereunder. Such removal will, to the fullest extent permitted by
applicable law, be effective on the earlier of (i) the date a replacement Administrative Agent is
appointed and (ii) the date 30 days after the giving of such notice by the Required Lenders
(regardless of whether a replacement Administrative Agent has been appointed).



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     Section 8.07 Non-Reliance on Administrative Agent and Other Lender Parties.



     (a) Each Lender Party confirms to the Administrative Agent, each other Lender Party and each
of their respective Related Parties that it (i) possesses (individually or through its Related
Parties) such knowledge and experience in financial and business matters that it is capable,
without reliance on the Administrative Agent, any other Lender Party or any of their respective
Related Parties, of evaluating the merits and risks (including tax, legal, regulatory, credit,
accounting and other financial matters) of (x) entering into this Agreement, (y) making Loans and
other extensions of credit hereunder and under the other Loan Documents and (z) taking or not
taking actions hereunder and thereunder, (ii) is financially able to bear such risks and (iii) has
determined that entering into this Agreement and making Loans and other extensions of credit
hereunder and under the other Loan Documents is suitable and appropriate for it.



     (b) Each Lender Party acknowledges that (i) it is solely responsible for making its own
independent appraisal and investigation of all risks arising under or in connection with this
Agreement and the other Loan Documents, (ii) it has, independently and without reliance upon the
Administrative Agent, any other Lender Party or any of their respective Related Parties, made its
own appraisal and investigation of all risks associated with, and its own credit analysis and
decision to enter into, this Agreement based on such documents and information as it has deemed
appropriate and (iii) it will, independently and without reliance upon the Administrative Agent,
any other Lender Party or any of their respective Related Parties, continue to be solely
responsible for making its own appraisal and investigation of all risks arising under or in
connection with, and its own credit analysis and decision to take or not take action under, this
Agreement and the other Loan Documents based on such documents and information as it shall from
time to time deem appropriate, which may include, in each case:




     (i) the financial condition, status and capitalization of the Borrowers;




     (ii) the legality, validity, effectiveness, adequacy or enforceability of this
Agreement and each other Loan Document and any other agreement, arrangement or document
entered into, made or executed in anticipation of, under or in connection with any Loan
Document;




     (iii) determining compliance or non-compliance with any condition hereunder to the
making of a Loan, or the issuance of a Letter of Credit and the form and substance of all
evidence delivered in connection with establishing the satisfaction of each such condition;




     (iv) the adequacy, accuracy and/or completeness of the Information Memorandum and any
other information delivered by the Administrative Agent, any other Lender Party or by any of
their respective Related Parties under or in connection with this Agreement or any other
Loan Document, the transactions contemplated hereby and thereby or any other agreement,
arrangement or document entered into, made or executed in anticipation of, under or in
connection with any Loan Document.



     Section 8.08 No Other Duties, etc. Anything herein to the contrary notwithstanding,
none of the Persons acting as Joint Bookrunners, Joint Lead Arrangers or Co-Syndication Agents
listed on the cover page hereof shall have any powers, duties or responsibilities under this
Agreement or any of the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent or as a Lender Party hereunder.



     Section 8.09 Trust Indenture Act. In the event that Citibank, N.A. 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 Borrower or any Guarantor, the parties



60









 




hereto acknowledge and agree that any payment or property received in satisfaction of or in
respect of any Obligation of such Borrower or such Guarantor hereunder or under any other Loan
Document by or on behalf of Citibank, N.A. in its capacity as the Administrative Agent for the
benefit of any Lender under any Loan Document (other than Citibank, N.A. or an Affiliate of
Citibank, N.A.) and which is applied in accordance with the Loan 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 8.10 Resignation of an Issuing Bank. If a Lender becomes, and during the
period it remains, a Defaulting Lender, and Commitments have not been fully reallocated pursuant to
Section 2.06(k)), an Issuing Bank may, upon prior written notice to the Borrowers and the
Administrative Agent, resign as an Issuing Bank effective at the close of business New York time on
a date specified in such notice; provided, that such resignation by an Issuing Bank will
have no effect on the validity or enforceability of any Letter of Credit then outstanding or on the
obligations of the Borrowers or any Lender under this Agreement with respect to any such
outstanding Letter of Credit or otherwise to such Issuing Bank.



ARTICLE IX




MISCELLANEOUS



     Section 9.01 Notices.



     (a) Except in the case of notices and other communications expressly permitted to be given by
telephone, all notices, demands, requests, consents and other communications provided for in this
Agreement shall be given in writing, or by any telecommunication device capable of creating a
written record (including electronic mail), and addressed to the party to be notified as follows:




     (i) if to WPZ or any other Borrower, to it at Williams Partners L.P., c/o Williams
Partners GP LLC, One Williams Center, Tulsa, Oklahoma 74172-0172, Attention of Treasurer
(fax number (918) 573-0871);




     (ii) if to the Administrative Agent, to Citibank, N.A., 2 Penns Way, Suite 200, New
Castle, Delaware 19720 (fax number: (302) 894-6120; email address:
oploanswebadmin@citigroup.com), Attention: Williams Partners L.P. Account Officer, with a
copy to Citicorp North America, Inc., 2800 Post Oak Boulevard, Suite 400, Houston, Texas
77056 (fax number: (713) 481-0247), Attention: Williams Partners L.P. Account Officer;




     (iii) if to any Issuing Bank, to it at its address (or fax number) set forth in
Schedule 2.01; and




     (iv) if to any other Lender Party, to it at its address (or fax number) set forth in
its Administrative Questionnaire.




or at such other address as shall be notified in writing (x) in the case of any Borrower and
the Administrative Agent, to the other parties and (y) in the case of all other parties, to
the Borrowers and the Administrative Agent.



     (b) All notices, demands, requests, consents and other communications described in clause (a)
shall be effective (i) if delivered by hand, including any overnight courier service, upon personal
delivery, (ii) if delivered by mail, when deposited in the mails, (iii) if delivered by posting to
an Approved Electronic Platform, an Internet website or a similar telecommunication device
requiring that a user have



61









 




prior access to such Approved Electronic Platform, website or other device (to the extent
permitted by Section 9.02 to be delivered thereunder), when such notice, demand, request,
consent and other communication shall have been made generally available on such Approved
Electronic Platform, Internet website or similar device to the class of Person being notified
(regardless of whether any such Person must accomplish, and whether or not any such Person shall
have accomplished, any action prior to obtaining access to such items, including registration,
disclosure of contact information, compliance with a standard user agreement or undertaking a duty
of confidentiality) and such Person has been notified in respect of such posting that a
communication has been posted to the Approved Electronic Platform and (iv) if delivered by
electronic mail or any other telecommunications device, when transmitted to an electronic mail
address (or by another means of electronic delivery) as provided in clause (a); provided,
however, that notices and communications to the Administrative Agent pursuant to Article II or
Article VIII) shall not be effective until received by the Administrative Agent.




     (c) Notwithstanding clauses (a) and (b) (unless the Administrative Agent requests that the
provisions of clause (a) and (b) be followed) and any other provision in this Agreement or any
other Loan Document providing for the delivery of any Approved Electronic Communication by any
other means, the Borrowers shall deliver all Approved Electronic Communications to the
Administrative Agent by properly transmitting such Approved Electronic Communications in an
electronic/soft medium in a format acceptable to the Administrative Agent to
oploanswebadmin@citigroup.com or such other electronic mail address (or similar means of electronic
delivery) as the Administrative Agent may notify to the Borrowers. Nothing in this clause (c)
shall prejudice the right of the Administrative Agent or any Lender Party to deliver any Approved
Electronic Communication to the Borrowers in any manner authorized in this Agreement or to request
that the Borrowers effect delivery in such manner.



     Section 9.02 Posting of Approved Electronic Communications.



     (a) Each of the Lender Parties and the Borrowers agree that the Administrative Agent may, but
shall not be obligated to, make the Approved Electronic Communications available to the Lender
Parties by posting such Approved Electronic Communications on IntraLinksTM or a substantially
similar electronic platform chosen by the Administrative Agent to be its electronic transmission
system (the “Approved Electronic Platform”).



     (b) Although the Approved Electronic Platform and its primary web portal are secured with
generally-applicable security procedures and policies implemented or modified by the Administrative
Agent from time to time (including, as of the Closing Date, a dual firewall and a User ID/Password
Authorization System) and the Approved Electronic Platform is secured through a
single-user-per-deal authorization method whereby each user may access the Approved Electronic
Platform only on a deal-by-deal basis, each of the Lender Parties and the Borrowers acknowledges
and agrees that the distribution of material through an electronic medium is not necessarily secure
and that there are confidentiality and other risks associated with such distribution. In
consideration for the convenience and other benefits afforded by such distribution and for the
other consideration provided hereunder, the receipt and sufficiency of which are hereby
acknowledged, each of the Lender Parties and the Borrowers hereby approves distribution of the
Approved Electronic Communications through the Approved Electronic Platform and understands and
assumes the risks of such distribution.



     (c) THE APPROVED ELECTRONIC PLATFORM AND THE APPROVED ELECTRONIC COMMUNICATIONS ARE PROVIDED
“AS IS” AND “AS AVAILABLE”. NONE OF THE ADMINISTRATIVE AGENT NOR ANY OTHER MEMBER OF THE AGENT’S
GROUP WARRANT THE ACCURACY, ADEQUACY OR COMPLETENESS OF THE APPROVED ELECTRONIC COMMUNICATIONS OR
THE APPROVED ELECTRONIC PLATFORM AND EACH EXPRESSLY DISCLAIMS ANY LIABILITY FOR ERRORS OR



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OMISSIONS IN THE APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM. 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
APPROVED ELECTRONIC COMMUNICATIONS OR THE APPROVED ELECTRONIC PLATFORM.




     (d) Each of the Lender Parties and the Borrowers agree that the Administrative Agent may, but
(except as may be required by applicable law) shall not be obligated to, store the Approved
Electronic Communications on the Approved Electronic Platform in accordance with the Administrative
Agent’s generally-applicable document retention procedures and policies.



     Section 9.03 Waivers; Amendments.



     (a) No failure or delay by the Administrative Agent, any Issuing Bank or any Lender in
exercising any right or power hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise of any such right or power, or any abandonment or discontinuance of steps to
enforce such a right or power, preclude any other or further exercise thereof or the exercise of
any other right or power. The rights and remedies of the Administrative Agent, the Issuing Banks
and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they
would otherwise have. No waiver of any provision of this Agreement or consent to any departure by
any Borrower therefrom shall in any event be effective unless the same shall be permitted by
paragraph (b) of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the generality of the
foregoing, the making of a Loan or issuance of a Letter of Credit shall not be construed as a
waiver of any Default, regardless of whether the Administrative Agent, any Lender or any Issuing
Bank may have had notice or knowledge of such Default at the time.



     (b) Neither this Agreement nor any provision hereof may be waived, amended or modified except
pursuant to an agreement or agreements in writing entered into by the Borrowers and the Required
Lenders or by the Borrowers and the Administrative Agent with the consent of the Required Lenders;
provided that no such agreement shall (i) increase or extend the Commitment of any Lender
without the written consent of such Lender (provided that, for the avoidance of doubt, this
clause (i) shall not be deemed to be applicable to an increase of a Borrower Sublimit), (ii) reduce
the principal amount of any Loan or LC Disbursement or reduce the rate of interest thereon, or
reduce any fees payable hereunder, without the written consent of each Lender affected thereby,
(iii) postpone the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce the amount of,
waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment,
without the written consent of each Lender affected thereby, (iv) change any provision in a manner
that would alter the pro rata sharing of payments required thereby, without the written consent of
each Lender, or (v) change any of the provisions of this Section or the definition of “Required
Lenders” or any other provision hereof specifying the number or percentage of Lenders required to
waive, amend or modify any rights hereunder or make any determination or grant any consent
hereunder, without the written consent of each Lender; provided further that no such
agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent
or any Issuing Bank hereunder without the prior written consent of the Administrative Agent or such
Issuing Bank, as the case may be. Except as provided herein, during such period as a Lender is a
Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be
entitled to vote in respect of amendments and waivers hereunder and the Commitment and the
outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into
account in determining whether the Required Lenders or all of the Lenders, as required, have
approved any such amendment or waiver (and the definition of “Required



63









 




Lenders” will automatically be deemed modified accordingly for the duration of such period);
provided, that any such amendment or waiver referred to in clauses (i) through (v) or the
proviso above or that would alter the terms of this proviso shall require the consent of such
Defaulting Lender to the extent such Defaulting Lender is affected thereby.




     Section 9.04 Expenses; Indemnity; Damage Waiver



     (a) (i) WPZ agrees to pay, within 30 days of receipt by WPZ of request therefor, all
reasonable out-of-pocket costs and expenses of the Joint Lead Arrangers, the Administrative Agent
and the Issuing Banks in connection with the syndication, preparation, execution, delivery,
administration, modification and amendment of this Agreement, the Letters of Credit, the Notes, or
any other Loan Document and the other documents to be delivered under this Agreement, including the
reasonable fees and out-of-pocket expenses of Bracewell & Giuliani, LLP, counsel for the
Administrative Agent, with respect thereto and with respect to advising the Administrative Agent as
to its rights and responsibilities under this Agreement, the Notes and any other Loan Document and
the reasonable costs and expenses of the Issuing Banks in connection with any Letter of Credit, and
(ii) WPZ agrees to pay, on demand all costs and expenses, if any (including reasonable counsel fees
and out-of-pocket expenses), of the Administrative Agent, the Issuing Banks and each Lender 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 Borrower or any Guarantor of any Loan Document.



     (b) Each Borrower agrees, to the fullest extent permitted by law, to indemnify and hold
harmless the Administrative Agent, the Issuing Banks, the Joint Lead Arrangers, each Lender (other
than any Defaulting Lender) and each Related Party of any of the foregoing Persons (the
“Indemnified Parties”) from and against any and all claims, damages, losses, liabilities,
costs, penalties, 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, penalties, fees and expenses made by one Lender (or its successors or
assignees) against another Lender) arising out of, related to or in connection with (i) any Loan
Document or any other document or instrument delivered in connection herewith, (ii) any violation
by any Borrower or any Subsidiary thereof of any Environmental Law or any other law, rule,
regulation or order, (iii) any Loan, any Letter of Credit or the use or proposed use of the
proceeds of any Loan or Letter of Credit, (iv) any of the Aggregate Commitments, (v) any
transaction in which any proceeds of any Letter of Credit or Loan are applied or (vi) 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 Loan Document (EXPRESSLY
INCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE ATTRIBUTABLE TO
THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH
CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE SOUGHT TO BE RECOVERED BY ANY
INDEMNIFIED PARTY TO THE EXTENT SUCH CLAIM, DAMAGE, LOSS, LIABILITY, COST, PENALTY, FEE OR EXPENSE
RESULTED FROM THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY). IT IS THE
INTENT OF THE PARTIES HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS
SECTION 9.04(b), BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE.



     (c) To the extent that any Borrower fails to pay any amount required to be paid by it to the
Administrative Agent or any Issuing Bank under paragraph (a) or (b) of this Section, each Lender
severally agrees to pay to the Administrative Agent or the applicable Issuing Bank, as the case may
be,



64









 




such Lender’s Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that
the unreimbursed expense or indemnified loss, claim, damage, liability, cost, penalty, fee or
related expense, as the case may be, was incurred by or asserted against the Administrative Agent
or such Issuing Bank in its capacity as such.




     (d) To the fullest extent permitted by applicable law, no party shall assert, and each party
hereby waives, any claim against any other party or any Indemnified Party, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as a result of, this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter
of Credit or the use of the proceeds thereof; provided, however, that the foregoing
limitation shall not be deemed to impair or affect the indemnification obligations of the Borrower
under the Loan Documents. No Indemnified Party referred to in paragraph (b) above shall be liable
for any damages arising from the use by unintended recipients of any information or other materials
distributed by it through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the transactions contemplated
hereby or thereby.



     (e) All amounts due under this Section shall be payable not later than 30 days after written
demand therefor, such demand to be in reasonable detail setting forth the basis for and method of
calculation of such amounts.



     Section 9.05 Successors and Assigns



     (a) Successors and Assigns Generally. The provisions of this Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that no Borrower may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i) to an assignee in accordance with the provisions of paragraph (b) of this
Section, (ii) by way of participation in accordance with the provisions of paragraph (d) of this
Section or (iii) by way of pledge or assignment of a security interest subject to the restrictions
of paragraph (f) of this Section (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be
construed to confer upon any Person (other than the parties hereto, their respective successors and
assigns permitted hereby, Participants to the extent provided in paragraph (d) of this Section and,
to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.



     (b) Assignments by Lenders. Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement (including all or a
portion of its Commitment and the Loans at the time owing to it); provided that any such
assignment shall be subject to the following conditions:




     (i) Minimum Amounts.




          (A) in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an assignment to
a Lender, an Affiliate of a Lender or an Approved Fund, no minimum amount need be assigned;
and




          (B) in any case not described in paragraph (b)(i)(A) of this Section, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding



65









 







thereunder) or, if the applicable Commitment is not then in effect, the principal
outstanding balance of the Loans of the assigning Lender subject to each such assignment
(determined as of the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date) shall not be less than $5,000,000 and shall be an integral
multiple of $1,000,000, unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, WPZ otherwise consents (each such consent not to be
unreasonably withheld or delayed).




     (ii) Proportionate Amounts. Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender’s rights and obligations
under this Agreement with respect to the Loans or the Commitment assigned and each
assignment for any Borrower shall be made only if the same percentage of Commitments of the
assigning Lender for each of the other Borrowers and the same percentage of LC Exposure of
the assigning Lender are simultaneously assigned by the assigning Lender to the same
Eligible Assignee pursuant to the same Assignment and Acceptance.




     (iii) Required Consents. No consent shall be required for any assignment
except to the extent required by paragraph (b)(i)(B) of this Section and, in addition:




          (A) the consent of WPZ (such consent not to be unreasonably withheld or delayed) shall
be required unless (x) an Event of Default has occurred and is continuing at the time of
such assignment or (y) such assignment is to a Lender, an Affiliate of a Lender or an
Approved Fund;




          (B) the consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required for assignments if such assignment is to a Person
that is not a Lender with a Commitment, an Affiliate of such Lender or an Approved Fund with
respect to such Lender; and




          (C) the consent of the Issuing Banks (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of the assignee
to participate in exposure under one or more Letters of Credit (whether or not then
outstanding).




     (iv) Assignment and Assumption. The parties to each assignment shall execute
and deliver to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall
deliver to the Administrative Agent an Administrative Questionnaire.




     (v) No Assignment to Borrower. No such assignment shall be made to any
Borrower or any Borrower’s Affiliates or Subsidiaries.




     (vi) No Assignment to Natural Persons or a Defaulting Lender. No such
assignment shall be made to a natural person or a Defaulting Lender.


Subject to acceptance and recording thereof by the Administrative Agent pursuant to paragraph (c)
of this Section, from and after the effective date specified in each Assignment and Assumption, the
assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned
by such Assignment and Assumption, have the rights and obligations of a Lender under this
Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and






66









 







Assumption, be released from its obligations under this Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the
benefits of Sections 2.15, 2.17 and 9.04 with respect to facts and
circumstances occurring prior to the effective date of such assignment. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this paragraph
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with paragraph (d) of this Section.




     (c) Register. The Administrative Agent, acting solely for this purpose as an agent of
the Borrowers, shall maintain at one of its offices a copy of each Assignment and Assumption
delivered to it and a register for the recordation of the names and addresses of the Lenders, the
Aggregate Commitments of, and principal amounts of the Loans owing to, each Lender pursuant to the
terms hereof from time to time (the “Register”). The entries in the Register shall be
conclusive, and the Borrowers, the Administrative Agent, the Issuing Banks and the Lenders may
treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender
hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register
shall be available for inspection by any Borrower and any Lender Party as to its own Commitments
and amounts owing to it, at any reasonable time and from time to time upon reasonable prior notice.
Upon its receipt of an executed Assignment and Acceptance, together with any Note subject to such
assignment, and the payment of any processing and registration fee, the Administrative Agent shall
(i) accept such Assignment and Acceptance, (ii) record the information contained therein in the
Register and (iii) give prompt notice thereof to the parties thereto.



     (d) Participations. Any Lender may at any time, without the consent of, or notice to,
any Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or any Borrower or any Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans owing to it);
provided that (i) such Lender’s obligations under this Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders and the Issuing
Banks shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement.



     Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, modification or waiver described in Section 9.03(b)
that affects such Participant. Subject to paragraph (e) of this Section, the Borrowers agree that
each Participant shall be entitled to the benefits of Sections 2.15, and 2.17 to
the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be
entitled to the benefits of Section 9.09 as though it were a Lender, provided such
Participant agrees to be subject to Section 2.18(c) as though it were a Lender.



     (e) Limitations upon Participant Rights. A Participant shall not be entitled to
receive any greater payment under Sections 2.15 or 2.17 than the applicable Lender
would have been entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the Borrower’s prior written
consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to
the benefits of Section 2.17 unless the Borrowers are notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.17(e) as though it were a Lender.



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     (f) Certain Pledges. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve Bank or any central
bank having jurisdiction over such Lender; provided that no such pledge or assignment shall
release such Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto.



     Section 9.06 Survival. All covenants, agreements, representations and warranties made
by the Borrowers herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by the other parties
hereto and shall survive the execution and delivery of this Agreement and the making of any Loans
and issuance of any Letters of Credit, regardless of any investigation made by any such other party
or on its behalf, and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this Agreement is
outstanding and unpaid or any Letter of Credit is outstanding and so long as the Aggregate
Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16,
2.17 and 9.04 and Article VIII shall survive and remain in full force and effect
regardless of the consummation of the transactions contemplated hereby, the repayment of the Loans,
the expiration or termination of the Letters of Credit and the Aggregate Commitments or the
termination of this Agreement or any provision hereof.



     Section 9.07 Counterparts; Integration; Effectiveness. This Agreement may be executed
in counterparts (and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and any separate letter agreements with respect to fees payable to the
Administrative Agent constitute the entire contract among the parties relating to the subject
matter hereof and supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof. This Agreement shall become effective on the Closing Date,
and thereafter shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy or pdf shall be effective as delivery of a manually executed counterpart of
this Agreement.



     Section 9.08 Severability. Any provision of this Agreement held to be invalid,
illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the
extent of such invalidity, illegality or unenforceability without affecting the validity, legality
and enforceability of the remaining provisions hereof; and the invalidity of a particular provision
in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.



     Section 9.09 Right of Setoff. If an Event of Default shall have occurred and be
continuing, each Lender Party is hereby authorized at any time and from time to time, to the
fullest extent permitted by applicable law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender Party to or for the credit or
the account of any Borrower or any Guarantor against any and all of the obligations of such
Borrower or any Guarantor now or hereafter existing under this Agreement or any other Loan Document
to such Lender Party, irrespective of whether or not such obligations of such Borrower or any
Guarantor may be owed to a branch or office of such Lender Party different from the branch or
office holding such deposit or obligated on such indebtedness, provided that demand has
been made to the applicable Borrower for payment of such obligations. The rights of each Lender
Party under this Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender Party may have. Each Lender Party agrees to notify the Borrowers and the
Administrative Agent promptly after any such setoff and application, provided that the
failure to give such notice shall not affect the validity of such setoff and application.



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     Section 9.10 Governing Law; Jurisdiction; Consent to Service of Process.



     (a) This Agreement shall be construed in accordance with and governed by the law of the State
of New York.



     (b) Each Borrower hereby irrevocably and unconditionally submits, for itself and its property,
to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District Court of the Southern District of New York, and any
appellate court from any thereof, in any action or proceeding arising out of or relating to this
Agreement, or for recognition or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding
may be heard and determined in such New York State or, to the extent permitted by law, in such
federal court. Each of the parties hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment
or in any other manner provided by law. Nothing in this Agreement shall affect any right that the
Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or
proceeding relating to this Agreement against any Borrower or its respective properties in the
courts of any jurisdiction.



     (c) Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may
legally and effectively do so, any objection which it may now or hereafter have to the laying of
venue of any suit, action or proceeding arising out of or relating to this Agreement in any court
referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably
waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.



     (d) Each party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01. Nothing in this Agreement will affect the right of
any party to this Agreement to serve process in any other manner permitted by law.



     Section 9.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A)
CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO
ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.



     Section 9.12 Headings. Article and Section headings and the Table of Contents used
herein are for convenience of reference only, are not part of this Agreement and shall not affect
the construction of, or be taken into consideration in interpreting, this Agreement.



     Section 9.13 Confidentiality. Each of the Administrative Agent and the Lender Parties
agrees to maintain the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its Related Parties (it being understood that the Persons to
whom such disclosure is made will be informed of the confidential nature of such Information and
instructed to keep such Information confidential) to the extent used in connection with the
administration of this Agreement, (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory



69









 




authority, such as the National Association of Insurance Commissioners), (c) to the extent
required by applicable laws or regulations or by any subpoena or similar legal process, (d) to any
other party hereto, (e) during the existence of an Event of Default, in connection with the
exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially the same as those of
this Section, to (i) any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii) any actual or
prospective party (or its managers, administrators, trustees, partners, directors, officers,
employees, agents, advisors and other representatives) to any swap, derivative or other similar
transaction under which payments are to be made by reference to any Borrower and its respective
obligations, this Agreement or payments hereunder, (iii) any rating agency, (iv) the CUSIP Service
Bureau or any similar organization or (v) any assignee in connection with any pledges permitted by
Section 9.05(f), (g) with the consent of WPZ, or (h) to the extent such Information (x)
becomes publicly available other than as a result of a breach of this Section or (y) becomes
available to the Administrative Agent, any Lender Party or any of their respective Affiliates on a
nonconfidential basis from a source other than a Borrower.




     For purposes of this Section, “Information” means all information received from any Borrower
or any of its Subsidiaries relating to the Borrowers or any of their respective Subsidiaries or any
of their respective businesses, other than any such information that is available to the
Administrative Agent or any Lender Party on a nonconfidential basis prior to disclosure by any
Borrower or any of its Subsidiaries. Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied with its obligation to
do so if such Person has exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.



     Section 9.14 Treatment of Information.



     (a) Certain of the Lenders may enter into this Agreement and take or not take action hereunder
or under the other Loan Documents on the basis of information that may contain material non-public
information with respect to the Borrowers or their securities (such material non-public
information, “Restricting Information”). Other Lenders may enter into this Agreement and
take or not take action hereunder or under the other Loan Documents on the basis of information
that does not contain Restricting Information. Each Lender Party acknowledges that United States
federal and state securities laws prohibit any person from purchasing or selling securities on the
basis of material, non-public information concerning such issuer of such securities or, subject to
certain limited exceptions, from communicating such information to any other Person. Neither the
Administrative Agent nor any of its Related Parties nor the Borrowers nor any of their Related
Parties, shall, by making any Communications (including Restricting Information) available to a
Lender Party, by participating in any conversations or other interactions with a Lender Party or
otherwise, make or be deemed to make any statement with regard to or otherwise warrant that any
such information or Communication does or does not contain Restricting Information (except with
respect to the Borrowers and their Related Parties, pursuant to Section 9.14(b)), nor shall
the Administrative Agent or any of its Related Parties nor the Borrowers nor any of their Related
Parties be responsible or liable in any way for any decision a Lender Party may make to limit or to
not limit its access to Restricting Information. In particular, none of the Administrative Agent
nor any of its Related Parties nor the Borrowers nor any of their Related Parties (i) shall have,
and the Administrative Agent, on behalf of itself and each of its Related Parties, hereby
disclaims, any duty to ascertain or inquire as to whether or not a Lender Party has or has not
limited its access to Restricting Information, such Lender Party’s policies or procedures regarding
the safeguarding of material, nonpublic information or such Lender Party’s compliance with
applicable laws related thereto or (ii) shall have, or incur, any liability to any Borrower or
Lender Party or any of their respective Related Parties arising out



70









 




of or relating to the Administrative Agent or any of its Related Parties providing or not
providing Restricting Information to any Lender Party.




     (b) Each Borrower agrees that (i) all Communications it provides to the Administrative Agent
intended for delivery to the Lender Parties whether by posting to the Approved Electronic Platform
or otherwise shall be clearly and conspicuously marked “PUBLIC” if such Communications do not
contain Restricting Information which, at a minimum, shall mean that the word “PUBLIC” shall appear
prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” the Borrowers shall
be deemed to have authorized the Administrative Agent and the Lender Parties to treat such
Communications as either publicly available information or not material information (although, in
this latter case, such Communications may contain sensitive business information and, therefore,
remain subject to the confidentiality undertakings of Section 9.14) with respect to the
Borrowers or their securities for purposes of United States federal and state securities laws,
(iii) all Communications marked “PUBLIC” may be delivered to all Lender Parties and may be made
available through a portion of the Approved Electronic Platform designated “Public Side
Information,” and (iv) the Administrative Agent shall be entitled to treat any Communications that
are not marked “PUBLIC” as Restricting Information and may post such Communications to a portion of
the Approved Electronic Platform not designated “Public Side Information.” Neither the
Administrative Agent nor any of its Affiliates shall be responsible for any statement or other
designation by any Borrower regarding whether a Communication contains or does not contain material
non-public information with respect to the Borrowers or their securities nor shall the
Administrative Agent or any of its Affiliates incur any liability to any Borrower, any Lender Party
or any other Person for any action taken by the Administrative Agent or any of its Affiliates based
upon such statement or designation, including any action as a result of which Restricting
Information is provided to a Lender Party that may decide not to take access to Restricting
Information. Nothing in this Section 9.14 shall modify or limit a Lender Party’s
obligations under Section 9.13 with regard to Communications and the maintenance of the
confidentiality of or other treatment of Information.



     (c) Each Lender Party acknowledges that circumstances may arise that require it to refer to
Communications that might contain Restricting Information. Accordingly, each Lender Party agrees
that it will nominate at least one designee to receive Communications (including Restricting
Information) on its behalf and identify such designee (including such designee’s contact
information) on such Lender Party’s Administrative Questionnaire. Each Lender Party agrees to
notify the Administrative Agent from time to time of such Lender Party’s designee’s e-mail address
to which notice of the availability of Restricting Information may be sent by electronic
transmission.



     (d) Each Lender Party acknowledges that Communications delivered hereunder and under the other
Loan Documents may contain Restricting Information and that such Communications are available to
all Lender Parties generally. Each Lender Party that elects not to take access to Restricting
Information does so voluntarily and, by such election, acknowledges and agrees that the
Administrative Agent and other Lender Parties may have access to Restricting Information that is
not available to such electing Lender Party. None of the Administrative Agent nor any Lender Party
with access to Restricting Information shall have any duty to disclose such Restricting Information
to such electing Lender Party or to use such Restricting Information on behalf of such electing
Lender Party, and shall not be liable for the failure to so disclose or use, such Restricting
Information.



     (e) The provisions of the foregoing clauses of this Section 9.14 are designed to
assist the Administrative Agent, the Lender Parties and the Borrower, in complying with their
respective contractual obligations and applicable law in circumstances where certain Lender Parties
express a desire not to receive Restricting Information notwithstanding that certain Communications
hereunder or under the other Loan Documents or other information provided to the Lender Parties
hereunder or thereunder may contain Restricting Information. Neither the Administrative Agent nor
any of its Related Parties



71









 




warrants or makes any other statement with respect to the adequacy of such provisions to
achieve such purpose nor does the Administrative Agent or any of its Related Parties warrant or
make any other statement to the effect that any Borrower’s or Lender Party’s adherence to such
provisions will be sufficient to ensure compliance by any Borrower or Lender Party with its
contractual obligations or its duties under applicable law in respect of Restricting Information
and each of the Lender Parties and each Borrower assumes the risks associated therewith.




     Section 9.15 Interest Rate Limitation. Notwithstanding anything herein to the
contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges
and other amounts which are treated as interest on such Loan under applicable law (collectively the
“Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may be
contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance
with applicable law, the rate of interest payable in respect of such Loan hereunder, together with
all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent
lawful, the interest and Charges that would have been payable in respect of such Loan but were not
payable as a result of the operation of this Section shall be cumulated and the interest and
Charges payable to such Lender in respect of other Loans or periods shall be increased (but not
above the Maximum Rate therefor) until such cumulated amount, together (to the extent lawful) with
interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been
received by such Lender.



     Section 9.16 No Waiver; Remedies. No failure on the part of any Lender Party or the
Administrative Agent to exercise, and no delay in exercising, any right under this Agreement or any
other Loan 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.



     Section 9.17 Liability of General Partner. It is hereby understood and agreed that
the General Partner shall have no personal liability, as general partner or otherwise, for the
payment of any amount owing or to be owing hereunder or under the other Loan Documents.
Notwithstanding the foregoing, nothing in this Section 9.17 shall be construed to modify or
supersede any obligation of the General Partner to restore any negative balance in its capital
account (maintained by WPZ pursuant to the Partnership Agreement) upon liquidation of its interest
in the Borrower.



     Section 9.18 USA Patriot Act Notice. Each Lender Party and Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies each Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26,
2003)) (the “Act”), it is required to obtain, verify and record information that identifies
each Borrower, which information includes the name and address of such Borrower and other
information that will allow such Lender Party or the Administrative Agent, as applicable, to
identify each Borrower in accordance with the Act. Each Borrower shall, following a request by the
Administrative Agent or any Lender Party, provide all documentation and other information that the
Administrative Agent or such Lender Party reasonably requests in order to comply with its ongoing
obligations under applicable “know your customer” and anti-money laundering rules and regulations,
including the Act.



     Section 9.19 No Advisory or Fiduciary Responsibility. In connection with all aspects
of each transaction contemplated hereby, each Borrower acknowledges and agrees, and acknowledges
its Affiliates’ understanding, that: (i) the credit facility provided for hereunder and any related
arranging or other services in connection therewith (including in connection with any amendment,
waiver or other modification hereof or of any other Loan Document) are an arm’s-length commercial
transaction between the Borrowers, on the one hand, and the Administrative Agent and the Lenders,
on the other hand, and each Borrower is capable of evaluating and understanding and understands and
accepts the terms, risks and



72









 




conditions of the transactions contemplated hereby and by the other Loan Documents (including
any amendment, waiver or other modification hereof or thereof); (ii) in connection with the process
leading to such transaction, the Administrative Agent and the Lenders are and have been acting
solely as principals and are not the financial advisors, agents or fiduciaries, for any Borrower
or any of their respective Affiliates, stockholders, creditors or employees or any other Person;
(iii) the Administrative Agent and the Lenders have not assumed or will assume an advisory, agency
or fiduciary responsibility in favor of any Borrower with respect to any of the transactions
contemplated hereby or the process leading thereto, including with respect to any amendment, waiver
or other modification hereof or of any other Loan Document (irrespective of whether the
Administrative Agent or any Lender advised or is currently advising any Borrower or any of their
respective Affiliates on other matters) and the Administrative Agent and the Lenders have no
obligation to any Borrower or any of their respective Affiliates with respect to the transactions
contemplated hereby except those obligations expressly set forth herein and in the other Loan
Documents; (iv) the Administrative Agent, the Lenders and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from those of the
Borrowers and their respective Affiliates, and the Administrative Agent and the Lenders have no
obligation to disclose any of such interests by virtue of any advisory, agency or fiduciary
relationship; and (v) the Administrative Agent and the Lenders have not provided and will not
provide any legal, accounting, regulatory or tax advice with respect to any of the transactions
contemplated hereby (including any amendment, waiver or other modification hereof or of any other
Loan Document) and each of the Borrowers has consulted its own legal, accounting, regulatory and
tax advisors to the extent it has deemed appropriate. Each of the Borrowers hereby waives and
releases, to the fullest extent permitted by law, any claims that it may have against the
Administrative Agent or the Lenders with respect to any breach or alleged breach of agency (other
than against the Administrative Agent acting in its administrative capacity) or fiduciary duty;
provided, however that it being understood and agreed that the use of the term “agent”
herein or in any other Loan Documents (or any other similar term) with reference to the
Administrative Agent is not intended to connote any fiduciary or other implied (or express)
obligations arising under agency doctrine of any applicable law. Instead such term is used as a
matter of market custom, and is intended to create or reflect only an administrative relationship
between contracting parties.




     Section 9.20 GP Buy-in. Notwithstanding any term or provision herein or in any other
Loan Document, the parties hereto agree that any GP Buy-in and any transaction related thereto is
expressly permitted under this Agreement and each other Loan Document without any further action,
waiver, consent or agreement by the Administrative Agent, the Arrangers, any other agent or any
Lender from time to time party hereto. As used herein, “GP Buy-in” refers to any sale, lease,
transfer or disposition by Williams of its Equity Interests in the General Partner to WPZ.



[Signature Pages to Follow]





73











 





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



	 	 	 	 	 	 	 

	 	 	WILLIAMS PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Williams Partners GP LLC, General Partner	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rodney J. Sailor
 

Rodney J. Sailor
	 	 
	 

	 	Title:
	 	Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	NORTHWEST PIPELINE GP	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rodney J. Sailor
 

Rodney J. Sailor
	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	TRANSCONTINENTAL GAS PIPE LINE 

COMPANY, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Rodney J. Sailor
 

Rodney J. Sailor
	 	 
	 

	 	Title:
	 	Assistant Treasurer	 	 






Signature Page to Credit Agreement

Williams Partners L.P.







 









 








	 	 	 	 	 	 	 

	 	 	CITIBANK, N.A.,

Individually and as Administrative Agent and

as an Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Andrew Sidford
 

Andrew Sidford
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Credit Agreement

Williams Partners L.P.




 









 








	 	 	 	 	 	 	 

	 	 	BARCLAYS BANK PLC,


Individually and as an Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ann E. Sutton
 

Ann E. Sutton
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to Credit Agreement

Williams Partners L.P.





 









 








	 	 	 	 	 	 	 

	 	 	THE BANK OF NOVA SCOTIA,

Individually and as an Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ John Frazell
 

John Frazell
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to Credit Agreement

Williams Partners L.P.






 









 








	 	 	 	 	 	 	 

	 	 	JPMORGAN CHASE BANK, N.A.,

Individually and as an Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Muhammad Hasan
 

MUHAMMAD HASAN
	 	 
	 

	 	Title:
	 	VICE PRESIDENT	 	 






Signature Page to Credit Agreement

Williams Partners L.P.







 









 








	 	 	 	 	 	 	 

	 	 	THE ROYAL BANK OF SCOTLAND PLC,

Individually and as an Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Steve Ray
 

Steve Ray
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to Credit Agreement

Williams Partners L.P.







 









 








	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A.,	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ronald E. McKaig
 

 Ronald E. McKaig
	 	 
	 

	 	Title:
	 	Managing Director	 	 






Signature Page to Credit Agreement

Williams Partners L.P.






 









 








	 	 	 	 	 	 	 

	 	 	BNP PARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Larry Robinson
 

Larry Robinson
	 	 
	 
	 	 	 	 	 	 
	 	 	Title: 	 	Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Richard Hawthorne
 

RICHARD HAWTHORNE
	 	 
	 

	 	Title:
	 	 DIRECTOR	 	 






Signature Page to Credit Agreement

Williams Partners L.P.







 









 








	 	 	 	 	 	 	 

	 	 	CREDIT AGRICOLE CORPORATE AND 

INVESTMENT BANK.,
individually and as an Issuing Bank	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Dixon Schultz
 

Dixon Schultz
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Sharada Manne
 

Sharada Manne
	 	 
	 

	 	Title:
	 	Director	 	 






Signature Page to Credit Agreement

Williams Partners L.P.







 









 








	 	 	 	 	 	 	 

	 	 	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Nupur Kumar
 

 Nupur Kumar
	 	 
	 

	 	Title :
	 	 Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Sanja Gazahi
 

 Sanja Gazahi
	 	 
	 

	 	Title:
	 	 Associate	 	 






Signature Page to Credit Agreement

Williams Partners L.P.







 









 








	 	 	 	 	 	 	 

	 	 	DEUTSCHE BANK AG NEW YORK BRANCH	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Phllippe Sandmeler
 

Phllippe Sandmeler
	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ming K. Chu
 

Ming K. Chu
	 	 
	 

	 	Title:
	 	Vice President	 	 






Signature Page to Credit Agreement

Williams Partners L.P.





 









 








	 	 	 	 	 	 	 

	 	 	DNB NOR BANK ASA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Kristie Li
 

Kristie Li
	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Cathleen Buckley
 

Cathleen Buckley
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 






Signature Page to Credit Agreement

Williams Partners L.P.




 









 








	 	 	 	 	 	 	 

	 	 	GOLDMAN SACHS BANK USA	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mark Walton
 

Mark Walton
	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 






Signature Page to Credit Agreement

Williams Partners L.P.





 











 





	 	 	 	 	 	 	 

	 	 	MIZUHO CORPORATE BANK, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Leon Mo
 

LEON MO
	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 






Signature Page to Credit Agreement

Williams Partners L.P.








 









 








	 	 	 	 	 	 	 

	 	 	MORGAN STANLEY BANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Sherrese Clarke
 

Sherrese Clarke
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 





Signature Page to Credit Agreement

Williams Partners L.P.









 









 











	 	 	 	 	 	 	 

	 	 	ROYAL BANK OF CANADA
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jason S. York
 

Jason S. York
	 	 
	 

	 	Title:
	 	Authorized Signatory	 	 






	 	 	 	 	 	 	 





Signature Page to Credit Agreement

Williams Partners L.P.




 









 






	 	 	 	 	 	 	 

	 	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ William S. Rogers
 

WILLIAM S. ROGERS
	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 




Signature Page to Credit Agreement

Williams Partners L.P.










 









 











	 	 	 	 	 	 	 	 	 

	 	 	UBS LOAN FINANCE, LLC	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Mary E. Evans
 

Mary E. Evans
	 	/s/ Irja R. Osta
 

Irja R. Osta
	 	 
	 

	 	Title:
	 	 Associate Director
	 	Associate Director	 	 
	 

	 	 	 	Banking Products 

Services.
US
	 	Banking Products 

Services.
US	 	 





Signature Page to Credit Agreement

Williams Partners L.P.









 









 











	 	 	 	 	 	 	 

	 	 	WELLS FARGO BANK, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ PAUL FARRELL
 

PAUL FARRELL
	 	 
	 

	 	Title:
	 	DIRECTOR	 	 





Signature Page to Credit Agreement

Williams Partners L.P.




 









 






	 	 	 	 	 	 	 

	 	 	COMPASS BANK
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Ian Payne
 

Ian Payne
	 	 
	 

	 	Title:
	 	Vice President	 	 





Signature Page to Credit Agreement

Williams Partners L.P.




 









 






	 	 	 	 	 	 	 

	 	 	SUMITOMO MITSUI BANKING CORPORATION
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Masakazu Hasegawa
 

Masakazu Hasegawa
	 	 
	 

	 	Title:
	 	General Manager	 	 





Signature Page to Credit Agreement

Williams Partners L.P.




 









 






	 	 	 	 	 	 	 

	 	 	U.S. BANK NATIONAL ASSOCIATION
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Heather Han
 

Heather Han
	 	 
	 

	 	Title:
	 	Senior Vice President	 	 





Signature Page to Credit Agreement

Williams Partners L.P.




 









 






	 	 	 	 	 	 	 

	 	 	BOKF, N.A.
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Jessica Johnson
 

Jessica Johnson
	 	 
	 

	 	Title:
	 	Assistant Vice President	 	 




Signature Page to Credit Agreement

Williams Partners L.P.





 









 






	 	 	 	 	 	 	 

	 	 	TORONTO DOMINION (NEW YORK) LLC
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	/s/ Debbi L. Brito
 

DEBBI L. BRITO
	 	 
	 

	 	Title:
	 	AUTHORIZED SIGNATORY	 	 





Signature Page to Credit Agreement

Williams Partners L.P.





 











 







SCHEDULE 2.01




Commitments/Letter of Credit Commitments






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Letter of Credit	 
	Lender	 	Commitment	 	 	Commitment	 
	Citibank, N.A.
	 	$	110,000,000	 	 	$	200,000,000	 
	Barclays Bank PLC
	 	$	110,000,000	 	 	$	200,000,000	 
	JPMorgan Chase Bank, N.A.
	 	$	110,000,000	 	 	$	200,000,000	 
	The Bank of Nova Scotia
	 	$	110,000,000	 	 	$	200,000,000	 
	The Royal Bank of Scotland plc
	 	$	110,000,000	 	 	$	200,000,000	 
	Bank of America, N.A.
	 	$	100,000,000	 	 	$	200,000,000	 
	BNP Paribas
	 	$	100,000,000	 	 	 	 	 
	Credit Agricole Corporate and Investment Bank
	 	$	100,000,000	 	 	$	100,000,000	 
	Credit Suisse AG, Cayman Islands Branch
	 	$	85,000,000	 	 	 	 	 
	Deutsche Bank AG New York Branch
	 	$	85,000,000	 	 	 	 	 
	DnB NOR Bank ASA
	 	$	85,000,000	 	 	 	 	 
	Goldman Sachs Bank USA
	 	$	85,000,000	 	 	 	 	 
	Mizuho Corporate Bank, Ltd.
	 	$	85,000,000	 	 	 	 	 
	Morgan Stanley Bank, N.A.
	 	$	85,000,000	 	 	 	 	 
	Royal Bank of Canada
	 	$	85,000,000	 	 	 	 	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	$	85,000,000	 	 	 	 	 
	UBS Loan Finance LLC
	 	$	85,000,000	 	 	 	 	 
	Wells Fargo Bank, N.A.
	 	$	85,000,000	 	 	 	 	 
	Compass Bank
	 	$	70,000,000	 	 	 	 	 
	Sumitomo Mitsui Banking Corporation
	 	$	70,000,000	 	 	 	 	 
	U.S. Bank National Association
	 	$	70,000,000	 	 	 	 	 
	BOKF, N.A.
	 	$	45,000,000	 	 	 	 	 
	Toronto Dominion (New York) LLC
	 	$	45,000,000	 	 	 	 	 
	TOTAL
	 	$	2,000,000,000	 	 	$	1,300,000,000	 
















 





SCHEDULE 2.06




Existing Letters of Credit



None








 









 








SCHEDULE 6.05




Restrictive Agreements



None



 









 





EXHIBIT A




FORM OF

ASSIGNMENT AND ACCEPTANCE




     Reference is made to the Credit Agreement dated as of June 3, 2011 (as amended and in effect
on the date hereof, the “Credit Agreement”), among Williams Partners L.P., Northwest Pipeline GP,
Transcontinental Gas Pipe Line Company, LLC, the Lenders named therein and Citibank, N.A., as
Administrative Agent for the Lenders. Terms defined in the Credit Agreement are used herein with
the same meanings.



     The Assignor named herein hereby sells and assigns, without recourse, to the Assignee named
herein, and the Assignee hereby purchases and assumes, without recourse, from the Assignor,
effective as of the Assignment Date set forth herein the interests set forth herein (the “Assigned
Interest”) in the Assignor’s rights and obligations under the Credit Agreement, including, without
limitation, the interests set forth herein in the Commitment of the Assignor on the Assignment Date
and Loans owing to the Assignor which are outstanding on the Assignment Date, together with the
participations in Letters of Credit and LC Disbursements held by the Assignor on the Assignment
Date, but excluding accrued interest and fees to and excluding the Assignment Date. The Assignee
hereby acknowledges receipt of a copy of the Credit Agreement. From and after the Assignment Date
(i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to
the extent of the Assigned Interest, have the rights and obligations of a Lender thereunder and
(ii) the Assignor shall, to the extent of the Assigned Interest, relinquish its rights and be
released from its obligations under the Credit Agreement.



     This Assignment and Acceptance is being delivered to the Administrative Agent together with
(i) if the Assignee is a Foreign Lender, any documentation required to be delivered by the Assignee
pursuant to Section 2.17(e) of the Credit Agreement, duly completed and executed by the
Assignee, and (ii) if the Assignee is not already a Lender under the Credit Agreement, an
Administrative Questionnaire in the form supplied by the Administrative Agent, duly completed by
the Assignee. The [Assignee/Assignor] shall pay the fee payable to the Administrative Agent
pursuant to Section 9.05(b) of the Credit Agreement.



     This Assignment and Acceptance shall be governed by and construed in accordance with the laws
of the State of New York.


Date of Assignment:



Legal Name of Assignor:




Legal Name of Assignee:

Assignee’s Address for Notices:




Effective Date of Assignment

(“Assignment Date”):




	 	 	 	 	 	 	 	 	 

	Facility

	 	Principal Amount Assigned
	 	Percentage Assigned of


Facility/Commitment (set forth, to at


least 8 decimals, as a percentage of the

Facility and the aggregate



Commitments of all Lenders


thereunder)

	Commitment Assigned:

	 	       $	 	 	 	       %	 	 
	Loans:
	 	 	 	 	 	 	 	 






1









 





Notwithstanding any term or provision herein or in any other agreement, instrument or document
between the parties to this Assignment and Acceptance evidencing or governing the transfer of the
Assigned Interest from the Assignor to the Assignee (including any defined terms or section
headings therein), the parties to this Assignment and Assumption intend that the transaction
providing for transfer of the Assigned Interest from the Assignor to the Assignee be a sale by the
Assignor and a purchase by the Assignee of the Assigned Interest, and not an assignment by the
Assignor and an assumption by the Assignee of the Assigned Interest.



The terms set forth above are hereby agreed to:




	 	 	 	 	 
	 	[Name of Assignor], as Assignor

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	[Name of Assignee], as Assignee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




2









 




The undersigned hereby consent to the within assignment:




	 	 	 	 	 	 	 	 	 	 	 

	Williams Partners L.P.	 	 	 	Citibank, N.A.,

as Administrative Agent	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	Williams Partners GP LLC, General Partner	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Citibank, N.A.,	 	 	 	Barclays Bank PLC,	 	 
	as Issuing Bank	 	 	 	as Issuing Bank	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	JPMorgan Chase Bank, N.A.,	 	 	 	The Royal Bank of Scotland plc,	 	 
	as Issuing Bank	 	 	 	as Issuing Bank	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	Name:	 	 
	 

	 	Title:
	 	 	 	 	 	Title:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	The Bank of Nova Scotia,


as Issuing Bank	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 	 	 






3









 





EXHIBIT B




FORM OF BORROWING REQUEST




Dated __________



Citibank, N.A.,

as Administrative Agent

2 Penns Way, Suite 200

New Castle, Delaware 19720



Ladies and Gentlemen:




     This Borrowing Request is delivered to you by [Williams Partners L.P.][Northwest Pipeline GP]
[Transcontinental Gas Pipe Line Company, LLC] (the “Borrower”) under Section 2.03 of the
Credit Agreement dated as of June 3, 2011 (as restated, amended, modified, supplemented and in
effect, the “Credit Agreement”), by and among the Borrower, [Williams Partners L.P.], [Northwest
Pipeline GP], [Transcontinental Gas Pipe Line Company, LLC], the Lenders party thereto, and
Citibank, N.A., as Administrative Agent.



     1. The Borrower hereby requests that the Lenders make a Loan or Loans in the aggregate
principal amount of $______________ (the “Loan” or the “Loans”).1/



     2. The Borrower hereby requests that the Loan or Loans be made on the following Business Day:
2/



     3. The Borrower hereby requests that the Loan or Loans be of the Type and have the Interest
Period set forth below:



	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maturity Date
	 	 	Principal	 	 	 	for
	Type of	 	Component of	 	Interest Period	 	Interest Period
	Loan	 	Loan	 	(if applicable)	 	(if applicable)
	 	 	 	 	 	 	 





     4. The Borrower hereby requests that the funds from the Loan or Loans be disbursed to the
following bank account: __________.





 




			
	1.	 	Complete with an amount in accordance with Section
2.03 of the Credit Agreement.
	 
	2.	 	Complete with a Business Day in accordance with
Section 2.03 of the Credit Agreement.




1









 










     5. After giving effect to any requested Loan, the sum of the Credit Exposures outstanding as
of the date hereof (including the requested Loans) does not exceed the maximum amount permitted to
be outstanding pursuant to the terms of the Credit Agreement.



     6. All of the conditions applicable to the Loans requested herein as set forth in the Credit
Agreement will be satisfied on the date of such Loans.



     7. All capitalized undefined terms used herein have the meanings assigned thereto in the
Credit Agreement.



     IN WITNESS WHEREOF, the undersigned have executed this Borrowing Request this _____ day of
_______________, _____.



	 	 	 	 	 	 	 

	 	 	[WILLIAMS PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Williams Partners GP LLC

its General Partner]	 	 
	 
	 	 	 	 	 	 
	 	 	[NORTHWEST PIPELINE GP]	 	 
	 	 	[TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






2









 





EXHIBIT C




FORM OF

INTEREST ELECTION REQUEST




Dated _____________



Citibank, N.A.,

as Administrative Agent

2 Penns Way, Suite 200

New Castle, Delaware 19720



Ladies and Gentlemen:




     This irrevocable Interest Election Request (the “Request”) is delivered to you under
Section 2.07 of the Credit Agreement dated as of June 3, 2011 (as restated, amended,
modified, supplemented and in effect from time to time, the “Credit Agreement”), by and among
[Williams Partners L.P.][Northwest Pipeline GP] [Transcontinental Gas Pipe Line Company, LLC] (the
“Borrower”), [Williams Partners L.P.], [Northwest Pipeline GP], [Transcontinental Gas Pipe Line
Company, LLC], the Lenders party thereto (the “Lenders”), and Citibank, N.A., as Administrative
Agent.



     1. This Interest Election Request is submitted for the purpose of:




     (a) [Converting] [Continuing] a ____________ Loan [into] [as] a ____________
Loan.1/




     (b) The aggregate outstanding principal balance of such Loan is $_____________.




     (c) The last day of the current Interest Period for such Loan is
____________.2/




     (d) The principal amount of such Loan to be [converted] [continued] is
$____________.3/




     (e) The requested effective date of the [conversion] [continuation] of such Loan is
______________.4/




     (f) The requested Interest Period applicable to the [converted] [continued] Loan is
___________________.5/





 




			
	1.	 	Delete the bracketed language and insert “ABR” or
“Eurodollar”, as applicable, in each blank.
	 
	2.	 	Insert applicable date for any Eurodollar Loan being
converted or continued.
	 
	3.	 	Complete with an amount in compliance with Section
2.08 of the Credit Agreement.
	 
	4.	 	Complete with a Business Day in compliance with
Section 2.08 of the Credit Agreement.
	 
	5.	 	Complete for each Eurodollar Loan in compliance with
the definition of the term “Interest Period” specified in Section 1.01.




1









 










     2. With respect to a Borrowing to be converted to or continued as a Eurodollar Borrowing, no
Event of Default with respect to the Borrower making this Interest Election Request exists, and
none will exist upon the conversion or continuation of the Borrowing requested herein.



     3. All capitalized undefined terms used herein have the meanings assigned thereto in the
Credit Agreement.



     IN WITNESS WHEREOF, the undersigned has executed this Interest Election Request this _____ day
of ___________________, ___.



	 	 	 	 	 	 	 

	 	 	[WILLIAMS PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Williams Partners GP LLC

its General Partner]	 	 
	 
	 	 	 	 	 	 
	 	 	[NORTHWEST PIPELINE GP]	 	 
	 	 	[TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






2









 





EXHIBIT D




FORM OF COMPLIANCE CERTIFICATE




     The undersigned hereby certifies that he is the _______________________ of [Williams Partners
GP, the general partner of Williams Partners L.P.][Northwest Pipeline GP] [Transcontinental Gas
Pipe Line Company, LLC] (the “Borrower”), and that as such he is authorized to execute this
certificate on behalf of the Borrower. With reference to the Credit Agreement dated as of June 3,
2011 (as restated, amended, modified, supplemented and in effect from time to time, the
“Agreement”), among the Borrower, [Williams Partners L.P.], [Northwest Pipeline GP],
[Transcontinental Gas Pipe Line Company, LLC], Citibank, N.A., as Administrative Agent (the
“Agent”), for the lenders (the “Lenders”), which are or become a party thereto, and such Lenders,
the undersigned represents and warrants as follows (each capitalized term used herein having the
same meaning given to it in the Agreement unless otherwise specified);




(a) [There currently does not exist any Default under the Agreement.] [Attached hereto is a
schedule specifying the details of [a] certain Default[s] which exist under the Agreement
and the action taken or proposed to be taken with respect thereto.]




(b) Attached hereto are the detailed computations necessary to determine whether the
Borrower is in compliance with Sections 6.07[(a) and [(b)]] of the Agreement
as of the end of the [fiscal quarter][fiscal year] ending _______________.




EXECUTED AND DELIVERED this ____ day of _________________, 20_.



	 	 	 	 	 	 	 

	 	 	[WILLIAMS PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Williams Partners GP LLC

its General Partner]	 	 
	 
	 	 	 	 	 	 
	 	 	[NORTHWEST PIPELINE GP]	 	 
	 	 	[TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 









 









 








EXHIBIT E




FORM OF NOTE



$_____________



 
_______, 200__

     [WILLIAMS PARTNERS L.P., a Delaware limited partnership][NORTHWEST PIPELINE GP, a Delaware
limited liability company] [TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC, a Delaware limited
liability company] (the “Borrower”), for value received, promises and agrees to pay to
____________________ (the “Lender”), or order, at the payment office of CITIBANK, N.A., as
Administrative Agent, at 2 Penns Way, Suite 200, New Castle, Delaware 19720, the principal sum of
____________________ AND NO/100 DOLLARS ($_____________), or such lesser amount as shall equal the
aggregate unpaid principal amount of the Loans owed to the Lender under the Credit Agreement, as
hereafter defined, in lawful money of the United States of America and in immediately available
funds, on the dates and in the principal amounts provided in the Credit Agreement, and to pay
interest on the unpaid principal amount as provided in the Credit Agreement for such Loans, at such
office, in like money and funds, for the period commencing on the date of each such Loan until such
Loan shall be paid in full, at the rates per annum and on the dates provided in the Credit
Agreement.



     This note evidences the Loans owed to the Lender under that certain Credit Agreement dated as
of June 3, 2011, by and among [Williams Partners L.P.], [Northwest Pipeline GP], [Transcontinental
Gas Pipe Line Company, LLC], Citibank, N.A., individually, as Administrative Agent and Issuing
Bank, and the other financial institutions parties thereto (including the Lender) (such Credit
Agreement, together with all amendments or supplements thereto, being the “Credit
Agreement”), and shall be governed by the Credit Agreement. Capitalized terms used in this
note and not defined in this note, but which are defined in the Credit Agreement, have the
respective meanings herein as are assigned to them in the Credit Agreement.



     The Lender is hereby authorized by the Borrower to endorse on Schedule A (or a continuation
thereof) attached to this note, the Type of each Loan owed to the Lender, the amount and date of
each payment or prepayment of principal of each such Loan received by the Lender and the Interest
Periods and interest rates applicable to each Loan, provided that any failure by the Lender
to make any such endorsement shall not affect the obligations of the Borrower under the Credit
Agreement or under this note in respect of such Loans.



     This note may be held by the Lender for the account of its applicable lending office and,
except as otherwise provided in the Credit Agreement, may be transferred from one lending office of
the Lender to another lending office of the Lender from time to time as the Lender may determine.



     Except only for any notices which are specifically required by the Credit Agreement, the
Borrower and any and all co-makers, endorsers, guarantors and sureties severally waive notice
(including but not limited to notice of intent to accelerate and notice of acceleration, notice of
protest and notice of dishonor), demand, presentment for payment, protest, diligence in collecting
and the filing of suit for the purpose of fixing liability, and consent that the time of payment
hereof may be extended and re-extended from time to time without notice to any of them. Each such
person agrees that its liability on or with respect to this note shall not be affected by any
release of or change in any guaranty or security at any time existing or by any failure to perfect
or maintain perfection of any lien against or security interest in any such security or the partial
or complete unenforceability of any guaranty or other surety obligation, in each case in whole or
in part, with or without notice and before or after maturity.



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     The Credit Agreement provides for the acceleration of the maturity of this note upon the
occurrence of certain events and for prepayment of Loans upon the terms and conditions specified
therein. Reference is made to the Credit Agreement for all other pertinent purposes.



     This note is issued pursuant to and is entitled to the benefits of the Credit Agreement.



     [It is hereby understood and agreed that Williams Partners GP LLC, the general partner of the
Borrower, shall have no personal liability, as general partner or otherwise, for the payment of any
amount owing or to be owing hereunder. Notwithstanding the foregoing, nothing in this note shall
be construed to modify or supersede any obligation of Williams Partners GP LLC, as general partner
of the Borrower, to restore any negative balance in its capital account (maintained by the Borrower
pursuant to the Partnership Agreement) upon liquidation of its interest in the Borrower.]



     This note shall be construed in accordance with and be governed by the law of the State of
New York and the United States of America from time to time in effect.



	 	 	 	 	 	 	 

	 	 	[WILLIAMS PARTNERS L.P.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	Williams Partners GP LLC

its General Partner]	 	 
	 
	 	 	 	 	 	 
	 	 	[NORTHWEST PIPELINE GP]

[TRANSCONTINENTAL GAS PIPE LINE COMPANY, LLC]	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 
	 

	 	 	 	Title:	 	 






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SCHEDULE A

TO

NOTE



This note evidences the Loans owed to the Lender under the Credit Agreement, in the principal
amount set forth below and the applicable Interest Periods and rates for each such Loan, subject to
the payments of principal set forth below:




SCHEDULE

OF

LOANS AND PAYMENTS OF PRINCIPAL AND INTEREST




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Principal	 	 	Principal	 	 	 	 	 	 	Balance	 	 	Notation	 
	 	 	Interest	 	 	 	 	 	 	Amount of	 	 	Paid or	 	 	Interest	 	 	of	 	 	Made	 
	Date	 	Period	 	 	Rate	 	 	Loan	 	 	Prepaid	 	 	Paid	 	 	Loans	 	 	by	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






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