EXHIBIT

10.2




 








 




 









Williams OLP, L.P.


as the Borrower




 




 




Senior Credit

Facilities




 






















 




Third Amendment


dated as of June 2, 2003


to Credit Agreement


dated as of February 6, 2001




 


























 









 





























 




THIRD AMENDMENT TO CREDIT AGREEMENT




 




This THIRD AMENDMENT TO

CREDIT AGREEMENT (this “Amendment”), is entered into as of June 2, 2003

by and among each of the Lenders party hereto, Bank of America, N.A., as

Administrative Agent, Williams OLP, L.P., a Delaware limited partnership (the “Borrower”)

and the undersigned Guarantors listed on the signature pages hereof.




 




WHEREAS, the Borrower,

Bank of America, N.A., as Administrative Agent, Lehman Commercial Paper, Inc.,

as Syndication Agent, SunTrust Bank, as Documentation Agent, and the Lenders

are parties to that certain Credit Agreement dated as of February 6, 2001, as

amended by that certain First Amendment to Credit Agreement and Limited Waiver

dated as of July 31, 2001 and that certain Second Amendment to Credit Agreement

dated as of July 31, 2001 (as amended, the “Credit Agreement”), pursuant

to which the Lenders agreed to provide a term loan facility and a revolving

credit facility to the Borrower;




 




WHEREAS, pursuant to (i)

the Assignment, Assumption and Amendment dated as of November 15, 2002 (the “Assignment

and Assumption Agreement”) by and among Williams GP LLC, a Delaware limited

liability company (“Williams GP”), WEG GP LLC, a Delaware limited

liability company (“WEG GP”), the MLP, Williams Energy Services LLC, a

Delaware limited liability company (“WES”), and Williams Natural Gas

Liquids Inc., a Delaware corporation (“WNGL”), Williams GP assigned to

WEG GP, and WEG GP assumed all obligations and rights of Williams GP in its

capacity as general partner of the MLP and WEG GP became a general partner of

the MLP, and (ii) the Reorganization Agreement, dated as of March 4, 2002 (the

“Reorganization Agreement”), by and among the MLP, Williams GP and

Williams GP, Inc., a Delaware corporation (the “OLP GP”), the OLP GP

assumed all of the obligations and rights of Williams GP in its capacity as

general partner of the Borrower and the OLP GP became the general partner of

the Borrower (the “Borrower GP Assignment”);




 




WHEREAS, WES, WNGL and

Williams GP (collectively, the “Selling Parties”) and WEG Acquisitions,

L.P., a Delaware limited partnership (the “Buyer”) have entered into that

certain Purchase Agreement dated as of April 18, 2003 (as amended by that

certain Amendment No. 1 to Purchase Agreement dated as of May 5, 2003, herein

referred to as the “Purchase Agreement”), pursuant to which the Selling

Parties have agreed to sell all of their interests in the MLP and WEG GP to

Buyer (as used herein, the term “Proposed Transaction” means the sale of

all of the Selling Parties’ interest in the MLP and WEG GP to Buyer on

substantially the same terms and conditions set forth in the Purchase Agreement

as in effect on the date hereof); and




 




WHEREAS, the Lenders and

the Administrative Agent have been asked to waive an Event of Default under the

Credit Agreement, in order that the consummation of the Proposed Transaction

does not result in a Change of Control; and




 




WHEREAS, the Lenders also

have been asked to amend certain provisions of the Credit Agreement on and

after the date of the Proposed Transaction in the manner provided in Section

III of this Amendment;




 




NOW, THEREFORE, in

consideration of the premises, the parties hereby agree as follows:




 




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SECTION

I


DEFINITIONS




 




Section 1.1             Terms

Defined Above.  As used in this

Amendment, each of the terms defined in the opening paragraph and the Recitals

hereof shall have the meaning assigned to such term hereinabove.




 




Section 1.2             Terms

Defined in Credit Agreement.  Each

term defined in the Credit Agreement and used in this Amendment without

definition shall have the meaning assigned to such term in the Credit

Agreement, unless expressly provided to the contrary.




 




SECTION

II


WAIVERS TO CREDIT AGREEMENT




 




Section 2.1             Effectiveness.  (a) Upon satisfaction of the following

conditions precedent (i) this Section II shall become operative, and the provisions of

the Credit Agreement  referenced in Section 2.2 shall be

waived as provided in Section

2.2 and (ii) such waiver shall then and at all times thereafter

be deemed effective as of the date first written above: (A) execution and

delivery of this Amendment by the Required Lenders, the Administrative Agent,

the Borrower and the Guarantors; and (B) payment to the Administrative Agent

for the account of each Lender who has signed this Amendment on or before 5:00

P.M. (EDT) on June 2, 2003, of a non-refundable fee in immediately available

funds equal to the product of .0015 multiplied by the sum of such Lender’s Pro

Rata Share of the Revolver Commitment plus such Lender’s Pro Rata Share of the

Term Loan Principal Debt.




 




(b) Notwithstanding the

foregoing, this Agreement shall terminate and be of no further force or effect

if the fee referenced in clause (B) of Section 2.1(a) shall not have been paid on or

before June 20, 2003.




 




Section 2.2             Waivers.    Effective upon satisfaction of the

conditions precedent set forth in Section 2.1, the Lenders hereby waive any

Event of Default under Section

8.01(k) of the Credit Agreement to the extent (but only to the

extent) that a Change of Control (a) has occurred or would result from the

Borrower GP Assignment; or (b) would occur or result from the consummation of

the Proposed Transaction, provided, however, that the foregoing waiver in this

clause (b) shall terminate and be null and void and of no further force and

effect in the event that (i) the consummation of the Proposed Transaction has

not occurred on or before September 30, 2003; or (ii) prior to the consummation

of the Proposed Transaction, the Purchase Agreement is terminated or for any

reason ceases to be in full force and effect, or is declared by a court of

competent jurisdiction to be null and void, invalid or unenforceable in any

material respect; or (iii) prior to the consummation of the Proposed

Transaction, any other Event of Default under the Credit Agreement occurs.




 




SECTION

III


AMENDMENTS TO CREDIT AGREEMENT




 




Section 3.1             Effectiveness.  Upon the satisfaction of each of the

following conditions, (i) this Section III shall become operative and the Credit

Agreement shall be amended as provided in Section 3.2 and (ii) the amendments effected

by Section 3.2

shall then and at all times thereafter be deemed effective as of the date first

written above: (A) the Proposed Transaction has been consummated, and a

Responsible Officer of the Borrower has delivered a certificate to the

Administrative Agent so certifying; (B) this Amendment shall have been executed

and delivered by the Required Lenders, the Administrative Agent, the Borrower

and the Guarantors; (C) the Borrower shall have delivered evidence satisfactory

to the Administrative Agent as to the due authorization and execution of this

Amendment by the Borrower and




 




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each of the Guarantors; and (D) the fees required by Section 2.1 shall

have been paid in accordance with such Section and within the time therein set

forth;  provided,

however, that this Agreement shall terminate and be null and void

and of no further force and effect, and the amendments set forth in Section 3.2 shall not

become effective, in the event that (i) the consummation of the Proposed

Transaction has not occurred on or before September 30, 2003; or (ii) prior to

the consummation of the Proposed Transaction, the Purchase Agreement is

terminated or for any reason ceases to be in full force and effect, or is

declared by a court of competent jurisdiction to be null and void, invalid or

unenforceable in any material respect; or (iii) prior to the consummation of

the Proposed Transaction, any other Event of Default under the Credit Agreement

occurs.




 




Section 3.2             Amendment

of Definitions. The following terms, which are defined in Section 1.01 of

the Credit Agreement shall be deemed to be amended in their entirety to read as

follows:




 




“CHANGE OF CONTROL”

means (a) the failure of WEG Acquisitions, L.P. to own, directly or indirectly,

100% of the general partnership interests in the MLP, (b) the failure of the

MLP to own, directly or indirectly, 100% of the general partnership interests

in the Borrower, or (c) the failure of the MLP to be the sole limited partner

of the Borrower.




 




“CONSOLIDATED EBITDA”

means, for any period, for the Borrower and its Subsidiaries on a consolidated

basis, as amount equal to the sum of (a) Consolidated Net Income, (b)

Consolidated Interest Charges, (c) the amount of taxes, based on or measured by

income, used or included in the determination of such Consolidated Net Income,

and (d) the amount of depreciation and amortization expense deducted in

determining such Consolidated Net Income. For purposes of calculating

Consolidated EBITDA for any period encompassing the quarter in which the

Proposed Transaction (as defined in the Third Amendment to Credit Agreement)

occurs and thereafter, adjustments shall be made to income and expenses as set

forth on Schedule A to such Amendment.




 




 “GENERAL PARTNER” means WEG GP LLC, a

Delaware limited liability company and wholly-owned Subsidiary of WEG

Acquisitions, L.P., a Delaware limited partnership.




 




“THIRD AMENDMENT TO

CREDIT AGREEMENT” means the Third Amendment to Credit Agreement dated as of

June 2, 2003 by and among the Borrower, the Guarantors, the Administrative

Agent and the Lenders party thereto.




 




SECTION

IV


MISCELLANEOUS




 




Section 4.1             Ratification;

Representations.  Except as

expressly provided herein, the Credit Agreement remains in full force and

effect, and is hereby ratified and confirmed by the parties hereto. As a

material inducement to the Administrative Agent and the Lenders to execute and

deliver this Amendment, Borrower and each Guarantor (a) consent to the

agreements in this Amendment and (b) agree and acknowledge that the

execution, delivery, and performance of this Amendment shall in no way release,

diminish, impair, reduce, or otherwise affect the respective obligations of

Borrower or any Guarantor under the Loan Documents to which it is a party,

which Loan Documents shall remain in full force and effect, and all guaranties

and Rights thereunder are hereby ratified and confirmed,  (c) represent and warrant to the

Administrative Agent and the Lenders that as of the effective date of this

Amendment and as of the date of execution of this Amendment, (i) all

representations and warranties in the Loan Documents are true and correct in

all material respects as though made on the date hereof, except to the extent

that any of them speak to a different specific date, and (ii) after taking

into account the waivers and amendments set forth in this Amendment, no Default

or Event of Default exists.




 




 




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Section 4.2             Successors

and Assigns.  The provisions of this

Amendment shall be binding upon and inure to the benefit of the parties hereto

and their respective successors and assigns permitted pursuant to the Credit

Agreement.




 




Section 4.3             Counterparts.  This Amendment may be executed in one or

more counterparts, each of which shall be deemed an original, but all of which

together shall constitute one and the same instrument.




 




Section 4.4             Severability.  Any provision of this Amendment that is

prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,

be ineffective to the extent of such prohibition or unenforceability without

invalidating the remaining provisions hereof, and any such prohibition or

unenforceability in any jurisdiction shall not render unenforceable such

provision in any other jurisdiction.




 




Section 4.5             Construction.  Schedule A attached hereto is deemed to be a

part of this Amendment.  In addition,

each covenant contained herein shall be construed (absent express provision to

the contrary) as being independent of each other covenant contained herein, so

that compliance with any one covenant shall not (absent such an express

contrary provision) be deemed to excuse compliance with any other

covenant.  Where any provision herein

refers to action to be taken by any person, or which such person is prohibited

from taking, such provision shall be applicable whether such action is taken

directly or indirectly by such person.




 




Section 4.6             Governing

Law.  THIS AMENDMENT SHALL BE

GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK

APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE.




 




[remainder of page intentionally blank]




 




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IN WITNESS WHEREOF, the undersigned have executed this

Amendment as of the date first written above.




 




	

   


  	

  WILLIAMS

  OLP, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  BY:


  	

  WILLIAMS

  GP INC.,


  
	

   


  	

   


  	

  Its General Partner


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/


  	

  Don R. Wellendorf


  
	

   


  	

  NAME:


  	

  Don R. Wellendorf


  
	

   


  	

  TITLE:


  	

  President


  
					





 




 




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  GUARANTORS:


  
	

   


  	

   


  
	

   


  	

  WILLIAMS NGL, LLC


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  Don R. Wellendorf


  
	

   


  	

  Name:


  	

  Don R. Wellendorf


  
	

   


  	

  Title:


  	

  President


  





 




 




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  WILLIAMS TERMINALS

  HOLDING L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  WILLIAMS NGL, LLC, its


  
	

   


  	

   


  	

  General Partner


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  Don R. Wellendorf


  
	

   


  	

  Name:


  	

  Don R. Wellendorf


  
	

   


  	

  Title:


  	

  President


  
						





 




 




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  WILLIAMS PIPELINES

  HOLDINGS, L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  WILLIAMS NGL, LLC, its


  
	

   


  	

   


  	

  General Partner


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  Don R. Wellendorf


  
	

   


  	

  Name:


  	

  Don R. Wellendorf


  
	

   


  	

  Title:


  	

  President


  
						





 




 




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  WILLIAMS AMMONIA

  PIPELINE L.P.


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  WILLIAMS NGL, LLC, its


  
	

   


  	

   


  	

  General Partner


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  By:


  	

  /s/


  	

  Don R. Wellendorf


  
	

   


  	

  Name:


  	

  Don R. Wellendorf


  
	

   


  	

  Title:


  	

  President


  
						





 




 




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  LENDERS:


  
	

   


  	

   


  
	

   


  	

  BANK OF AMERICA, N.A.,

  as Administrative Agent and as a Lender


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Claire M. Lui


  
	

   


  	

  NAME:


  	

  Claire M. Lui


  
	

   


  	

  TITLE:


  	

  Managing Director


  
					





 




 




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  LEHMAN COMMERCIAL

  PAPER, INC.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Suzanne Flynn


  
	

   


  	

  NAME:


  	

  Suzanne Flynn


  
	

   


  	

  TITLE:


  	

  Authorized Signatory


  
				





 




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  SUNTRUST BANK


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ David J. Edge


  
	

   


  	

  NAME:


  	

  David J. Edge


  
	

   


  	

  TITLE:


  	

  Director


  
				





 




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  ABN AMRO BANK, N.V.


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Frank R. Russo, Jr.


  
	

   


  	

  NAME:


  	

  Frank R. Russo, Jr.


  
	

   


  	

  TITLE:


  	

  Group Vice President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Quandra L. Kelley


  
	

   


  	

  NAME:


  	

  Quandra L. Kelley


  
	

   


  	

  TITLE:


  	

  Assistant Vice

  President


  
				





 




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  THE ROYAL BANK OF

  SCOTLAND PLC


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Patricia J. Dundee


  
	

   


  	

  NAME:


  	

  Patricia J. Dundee


  
	

   


  	

  TITLE:


  	

  Senior Vice President


  
				





 




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  BANK ONE, NA (Main

  Office Chicago)


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Jeanie Gonzalez


  
	

   


  	

  NAME:


  	

  Jeanie Gonzalez


  
	

   


  	

  TITLE:


  	

  Director


  
				





 




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  BARCLAYS BANK PLC


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Nicholas A. Bell


  
	

   


  	

  NAME:


  	

  Nicholas A. Bell


  
	

   


  	

  TITLE:


  	

  Director, Loan

  Transaction Management


  
				





 




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  BAYERISCHE LANDESBANK,


  CAYMAN ISLANDS BRANCH


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Dietmar Rieg


  
	

   


  	

  NAME:


  	

  Dietmar Rieg


  
	

   


  	

  TITLE:


  	

  First Vice President


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Wolfgang Kottmann


  
	

   


  	

  NAME:


  	

  Wolfgang Kottmann


  
	

   


  	

  TITLE:


  	

  Vice President


  
				





 




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  NATEXIS BANQUES

  POPULAIRES


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Louis P. Laville,

  III


  
	

   


  	

  NAME:


  	

  Louis P. Laville, III


  
	

   


  	

  TITLE:


  	

  Vice President and

  Group Manager


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Donovan C.

  Broussard


  
	

   


  	

  NAME:


  	

  Donovan C. Broussard


  
	

   


  	

  TITLE:


  	

  Vice President and

  Manager


  
				





 




 




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  UBS AG, STAMFORD BRANCH


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Kelly Smith


  
	

   


  	

  NAME:


  	

  /s/ Kelly Smith


  
	

   


  	

  TITLE:


  	

  Director, Recovery

  Management


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  BY:


  	

  /s/ Robert Reuter


  
	

   


  	

  NAME:


  	

  Robert Reuter


  
	

   


  	

  TITLE:


  	

  Executive Director


  
				





 




 




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SCHEDULE

A


TO THIRD AMENDMENT TO CREDIT AGREEMENT




 




Certain

Adjustments to Consolidated EBITDA




 




Consolidated EBITDA in

any period shall be increased by each of the following:




 




(a)                                  the

amount of the general and administrative expenses of the Borrower and its

Subsidiaries for such period paid by WEG Acquisitions, L.P. during or with

respect to such period in accordance with the terms of the New Omnibus

Agreement (as defined below) that, in accordance with the terms of the New

Omnibus Agreement, is not required to be reimbursed to WEG Acquisitions, L.P.

by the Borrower and its Subsidiaries, provided that such increase in Consolidated

EBITDA shall not exceed the amount by which Consolidated Net Income of the

Borrower and its Subsidiaries was reduced for such period as a result of the

inclusion of such amount of general and administrative expenses on the income

statement of the Borrower and its Subsidiaries for such period;




 




(b)                                 the

amount of payments made by any of TWC, Williams Energy Services LLC, or WEG

Acquisitions, L.P.  to Borrower or any

of its Subsidiaries during or with respect to such period in accordance with

Article IV of the New Omnibus Agreement or Section 8.2 of the Purchase

Agreement (as defined below) as indemnification for Covered Environmental

Losses (as defined in the New Omnibus Agreement) or environmental remediation

obligations, provided that such increase in Consolidated EBITDA shall not

exceed the amount by which Consolidated Net Income of the Borrower and its

Subsidiaries was reduced for such period as a result of the treatment of such

payments under GAAP as capital contributions rather than income;




 




(c)                                  the

sum of (i) the amount of Implementation Costs (as defined in the Purchase

Agreement and, when added to all Implementation Costs previously incurred by

Borrower and its Subsidiaries, not exceeding $2,000,000 in the aggregate) that

are incurred by Borrower and its Subsidiaries during such period and that, in

accordance with the terms of the Purchase Agreement, are required to be borne

by WEG Acquisitions, L.P., the Borrower or any of its Subsidiaries, and (ii)

the amount of such Implementation Costs in excess of such $2,000,000 aggregate

amount that are incurred by Borrower and its Subsidiaries during such period

and that, in accordance with the terms of the Purchase Agreement, either (x)

are not required to be borne by WEG Acquisitions, L.P., the Borrower or any of

its Subsidiaries or (y) are reimbursed to WEG Acquisitions, L.P., the Borrower

or any of its Subsidiaries, provided that in the case of this clause (ii) such

increase in Consolidated EBITDA shall not exceed the amount by which

Consolidated Net Income of the  Borrower

or any of its Subsidiaries was reduced for such period as a result of the

inclusion of the Implementation Costs referred to in this clause (ii) on the

income statement of the Borrower or any of its Subsidiaries for such period;.




 




(d)                                 with

respect to any period encompassing the period in which the Proposed Transaction

(as defined in the Third Amendment to Credit Agreement) occurs, the amount (if

any) by which Consolidated Net Income of the 

Borrower or any of its Subsidiaries was reduced for such period as a

result of the GAAP treatment of certain retiree healthcare (FAS 106), pension

(FAS 87), and accrued paid-time off costs related to the employment by WEG

Acquisitions, L.P. and its affiliates of former employees of TWC that were formerly

involved, and that will continue to be involved, in providing services to

the  Borrower or any of its

Subsidiaries; and




 




(e)                                  with

respect to any period encompassing the period in which the Proposed Transaction

occurs, the amount of expenses that are deemed to be incurred by the Borrower

or any of its Subsidiaries




 




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during or with respect to

such period as a result of the accelerated vesting of certain Phantom Units (as

defined in the Purchase Agreement) as a result of the consummation of the

Proposed Transaction or events related to the consummation of the Proposed

Transaction.




 




For purposes of this

Schedule, (i) the term “Purchase Agreement” means the Purchase

Agreement, dated as of April 18, 2003, by and among Williams Energy Services,

LLC, Williams Natural Gas Liquids, Inc., Williams GP LLC, and WEG Acquisitions,

L.P., as such agreement may be amended, supplemented or otherwise modified

after the date hereof, (ii) the term “New Omnibus Agreement” means the

New Omnibus Agreement, to be entered into in connection with the Proposed

Transaction, by and among WEG Acquisitions, L.P., TWC, Williams Natural Gas

Liquids, Inc., and Williams Energy Services, LLC, as such agreement may be

amended, supplemented or otherwise modified after the date hereof, and (iii)

all references to any payment, reimbursement, cost or expense made or incurred

by Borrower and its Subsidiaries shall include, without limitation, any such

payment, reimbursement, cost or expense made or incurred by the MLP and

properly allocable to the Borrower or any of the Borrower’s Subsidiaries.




 




2