First Amendment, by and among The Williams Companies




			
	Exhibit 10.1	 	 Execution Copy


 FIRST AMENDMENT 
 This First Amendment (this “Amendment”), dated as of November 1, 2011, is by and among The Williams Companies, Inc., a Delaware corporation (“Borrower”), the Lenders
party hereto, and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). 

WHEREAS, the Borrower, the Lenders, the Administrative Agent and Issuing Banks are parties to that certain Credit Agreement dated as of
June 3, 2011 (the “Credit Agreement”; the capitalized terms of which are used herein unless otherwise defined herein); 
 WHEREAS, the Borrower has requested and the Required Lenders have agreed to amend the Credit Agreement as provided for herein. 
 NOW THEREFORE, in consideration of the premises and the mutual covenants, representations and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto hereby agree as follows: 
 AGREEMENT 

Section 1. Amendment to Credit Agreement.  
 (a) The definition of “‘consolidated’ or ‘Consolidated’” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting “after the WPX
Separation, the WPX Entities” and (ii) inserting “after the effectiveness of the WPX Credit Agreement, the WPX Entities” in lieu thereof. 
 (b) Clause (b) of the definition of “Consolidated EBITDA” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting “after the WPX Separation, the
WPX Entities” and (ii) inserting “after the effectiveness of the WPX Credit Agreement, the WPX Entities” in lieu thereof. 
 (c) Clause (z) of the definition of “Indebtedness” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting “after the WPX Separation, Indebtedness
of the WPX Entities” and (ii) inserting “after the effectiveness of the WPX Credit Agreement, Indebtedness of the WPX Entities” in lieu thereof. 
 (d) The proviso in clause (b) of the definition of “Subsidiary” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting “(2) after the WPX
Separation, the WPX Entities” and (ii) inserting “(2) after the effectiveness of the WPX Credit Agreement, the WPX Entities” in lieu thereof. 
 (e) The definition of “WPX Separation” set forth in Section 1.01 of the Credit Agreement is hereby amended in its entirety to read as follows: 

“WPX Separation” means the earliest to occur of (a) the initial public offering of Class A common stock of WPX,
(b) the distribution of common stock of WPX through a tax-free spin-off to shareholders of the Borrower and (c) a private sale of WPX’s Equity Interests, and any transaction related thereto (other than under any equity compensation
plan); in each case with respect to all or a portion of WPX’s common stock or Equity Interests. 







 (f) The following defined term is added directly after the definition of “WPX” set
forth in Section 1.01 of the Credit Agreement: 
 “WPX Credit Agreement” means that certain Credit
Agreement, dated as of June 3, 2011, by and among WPX Energy, Inc., as Borrower, the Lenders from time to time party thereto and Citibank, N.A., as Administrative Agent, as amended, restated, amended and restated, supplemented or otherwise
modified from time to time. 
 Section 2. Condition to Effectiveness. This Amendment shall become effective
(the “Amendment Date”) when the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrower and the Required Lenders. 

Section 3. Representations and Warranties. The Borrower hereby represents and warrants that, as of the Amendment Date:

 (a) This Amendment has been duly executed and delivered by the Borrower and constitutes a legal, valid and binding obligation
of the Borrower, enforceable against the 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. 
 (b) The execution, delivery and performance by
the Borrower of this Amendment and the consummation of the transactions contemplated hereby do not contravene (i) the Borrower’s organizational documents or (ii) any law or any restriction under any material agreement binding on or
affecting the Borrower and will not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement. 
 Section 4. Effect of Loan Document.  
 (a) The Credit Agreement
and the Loan Documents remain in full force and effect, as amended hereby, and nothing herein shall act as a waiver of any of the Administrative Agent’s or Lenders’ rights under the Loan Documents, as amended, however denominated. After
the Amendment Date, any reference to the Credit Agreement in any Loan Document shall be a reference to the Credit Agreement, as amended by this Amendment. 
 (b) This Amendment is a Loan Document for the purposes of the provisions of the other Loan Documents. Without limiting the foregoing, any breach of representations and warranties under this Amendment may
be a Default or Event of Default under other Loan Documents as provided therein. 
 Section 5. Governing Law.
This Amendment shall be governed by and construed in accordance with the laws of the State of New York and the applicable laws of the United States of America. 
 Section 6. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be
deemed to be an original and all of which taken together shall constitute one and the same agreement. Transmission by facsimile or electronic transmission (i.e., pdf) of an executed counterpart of this Amendment shall be deemed to constitute due and
sufficient delivery of such counterpart. 

  
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective duly authorized officers as of the Amendment Date. 
  

			
	THE WILLIAMS COMPANIES, INC.
		
	By:	 	 /s/ Rodney J. Sailor

	Name:	 	 Rodney J. Sailor

	Title:	 	 Vice President & Treasurer




  
 Signature Page
to First Amendment – The Williams Companies, Inc. 








 
			
	CITIBANK, N.A.,
	 Individually and as Administrative Agent and
 as an Issuing Bank

		
	By:	 	 /s/ John F. Miller

	Name:	 	 John F. Miller

	Title:	 	 Attorney-In-Fact




  
 Signature Page
to First Amendment – The Williams Companies, Inc. 








 
			
	BARCLAYS BANK PLC,
	Individually and as an Issuing Bank
		
	By:	 	 /s/ May Huang

	Name:	 	 May Huang

	Title:	 	 Assistant Vice President




  
 Signature Page
to First Amendment – The Williams Companies, Inc. 








 
			
	JPMORGAN CHASE BANK, N.A.,
	Individually and as an Issuing Bank
		
	By:	 	 /s/ Muhammad Hasan

	Name:	 	 Muhammad Hasan

	Title:	 	 Vice President




  
 Signature Page
to First Amendment – The Williams Companies, Inc. 








 
			
	BANK OF AMERICA, N.A.,
	Individually and as an Issuing Bank
		
	By:	 	 /s/ Benjamin E. Sauter

	Name:	 	 Benjamin E. Sauter

	Title:	 	 Vice President




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	THE ROYAL BANK OF SCOTLAND PLC
		
	By:	 	 /s/ Steve Ray

	Name:	 	 Steve Ray

	Title:	 	 Director




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	THE BANK OF NOVA SCOTIA
		
	By:	 	 /s/ John Frazell

	Name:	 	 John Frazell

	Title:	 	 Director




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK., individually and as an Issuing Bank
		
	By:	 	 /s/ Darrell Stanley

	Name:	 	 Darrell Stanley

	Title:	 	 Managing Director

		
	By:	 	 /s/ Sharada Manne

	Name:	 	 Sharada Manne

	Title:	 	 Director




  
 Signature Page
to First Amendment – The Williams Companies, Inc. 








 
			
	 WELLS FARGO BANK, N.A.

		
	 By:
	 	 /s/ Paul V. Farrell

	 Name:
	 	 Paul V. Farrell

	 Title:
	 	 Director




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 UBS LOAN FINANCE LLC

		
	By:	 	 /s/ Mary E. Evans

	Name:	 	 Mary E. Evans

	Title:	 	 Associate Director Banking Products Services, US

		
	By:	 	 /s/ Irja R. Otsa

	Name:	 	 Irja R. Otsa

	Title:	 	 Associate Director Banking Products Services, US




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 ROYAL BANK OF CANADA

		
	By:	 	 /s/ Jason S. York

	Name:	 	 Jason S. York

	Title:	 	 Authorized Signatory




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 MORGAN STANLEY BANK, N.A.

		
	By:	 	 /s/ John Durland

	Name:	 	 John Durland

	Title:	 	 Authorized Signatory




  
 Signature Page
to First Amendment – The Williams Companies, Inc. 








 
			
	 GOLDMAN SACHS BANK USA

		
	 By:
	 	  

	 Name:
	 	  

	 Title:
	 	  




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 DEUTSCHE BANK AG NEW YORK BANK

		
	By:	 	 /s/ Ming K. Chu

	Name:	 	 Ming K. Chu

	Title:	 	 Vice President

		
	By:	 	 /s/ Virginia Cosenza

	Name:	 	 Virginia Cosenza

	Title:	 	 Vice President




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

		
	By:	 	 /s/ Nupar Kumar

	Name:	 	 Nupar Kumar

	Title:	 	 Vice President

		
	By:	 	 /s/ Michael Spaight

	Name:	 	 Michael Spaight

	Title:	 	 Associate




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 BNP PARIBAS

		
	By:	 	 /s/ Andrew Ostrov

	Name:	 	 Andrew Ostrov

	Title:	 	 Director

		
	By:	 	 /s/ Larry Robinson

	Name:	 	 Larry Robinson

	Title:	 	 Director




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 U.S. BANK NATIONAL ASSOCIATION

		
	By:	 	 /s/ Bruce E. Hernandez

	Name:	 	 Bruce E. Hernandez

	Title:	 	 Vice President




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.

		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	TORONTO DOMINION (NEW YORK) LLC
		
	By:	 	 /s/ Debbi L. Brito

	Name:	 	 Debbi L. Brito

	Title:	 	 Authorized Signatory




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 SUMITOMO MITSUI BANKING CORPORATION

		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	MIZUHO CORPORATE BANK, LTD.
		
	By:	 	 /s/ Leon Mo

	Name:	 	 Leon Mo

	Title:	 	 Authorized Signatory




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 DNB NOR BANK ASA

		
	By:	 	  

	Name:	 	  

	Title:	 	  

		
	By:	 	  

	Name:	 	  

	Title:	 	  




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	COMPASS BANK
		
	By:	 	 /s/ Ian Payne

	Name:	 	 Ian Payne

	Title:	 	 Vice President




  
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to First Amendment – The Williams Companies, Inc. 








 
			
	 BOKF, NA DBA BANK OF OKLAHOMA

		
	By:	 	 /s/ Jessica Johnson

	Name:	 	 Jessica Johnson

	Title:	 	 Assistant Vice President




  
 Signature Page
to First Amendment – The Williams Companies, Inc.