exv10w25






Exhibit 10.25




THIRD AMENDMENT TO

CREDIT AGREEMENT



          THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”) is entered into as of the
12th day of July, 2010, by and among WILLIAMS PRODUCTION RMT COMPANY (the “Counterparty”),
WILLIAMS PRODUCTION COMPANY, LLC (the “Guarantor”), CITIBANK, N.A., as administrative agent
(the “Administrative Agent”), CITIGROUP ENERGY INC., as computation agent (the
“Computation Agent”, CALYON NEW YORK BRANCH, as collateral agent (the “Collateral Agent”)
and PV determination agent (the “PV Determination Agent”, and together with the
Administrative Agent, the Computation Agent and the Collateral Agent, the “Agents”), and
the BANKS.



Preliminary Statement



          WHEREAS, the Counterparty, the Guarantor, the Agents and the Banks, are parties to that certain
Credit Agreement dated as of February 23, 2007, as amended by the First Amendment to Credit
Agreement dated as of March 30, 2007 and the Second Amendment to Credit Agreement dated as of June
10, 2008 among the Counterparty, the Guarantor, the Agents and various Banks (“Credit
Agreement”) and


          WHEREAS, the Counterparty and the Guarantor have requested that the Banks and the Agents modify the
Credit Agreement and change certain terms thereof, and the Agents and the Banks have agreed to do
so; and


          WHEREAS, the Counterparty, the Guarantor, the Agents and the Banks wish to execute this Third
Amendment to evidence such agreement.


          NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and
valuable consideration, the receipt and adequacy of which are hereby acknowledged, the
Counterparty, the Guarantor, the Agents and the Banks hereby agree as follows (all capitalized
terms used herein and not otherwise defined herein shall have the meanings as defined in the Credit
Agreement):



     Section 1. Amendments to Section 1.1. Section 1.1 of the Credit Agreement is hereby amended by
amending the definition of “Termination Date” to read in its entirety as follows:



     “Termination Date” means December 31, 2015.



     Section 2. Representations True; No Default. Each of the Counterparty and the Guarantor
represents and warrants that:



 









 






	 	(i)	 	this Third Amendment has been duly authorized, executed and delivered on its behalf; the Credit
Agreement, as amended hereby, together with the other Credit Documents to which it is a party,
constitute the legal, valid and binding obligation of the Counterparty or the Guarantor, as
applicable, enforceable against the Counterparty or Guarantor, as applicable, in accordance with
their terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors’ rights generally and by general
principles of equity;
	 
	 	(ii)	 	the representations and warranties of the Counterparty and the Guarantor contained in Article
IV of the Credit Agreement are true and correct in all material respects on and as of the date
hereof as though made on and as of the date hereof (other than those representations and warranties
that expressly relate to a specific earlier date, which representations and warranties were true
and correct in all material respects as of such earlier date); and
	 
	 	(iii)	 	after giving effect to this Third Amendment, no Default or Event of Default under the Credit
Agreement has occurred and is continuing.





     Section 3. Expenses, Additional Information. The Counterparty shall pay to each Agent all
reasonable expenses incurred by such Agent in connection with the execution of this Third
Amendment, including all reasonable expenses incurred in connection with any previous negotiation
and credit documentation.



     Section 4. Effectiveness. This Third Amendment shall become effective on the date (the “Third
Amendment Closing Date”) when, and only when, the Administrative Agent notifies the Counterparty
that the Administrative Agent (or its counsel) has received:




	 	(i)	 	from each party hereto either (x) a counterpart of this Third Amendment signed on behalf of
such party or (y) written evidence satisfactory to the Administrative Agent (which may include
telecopy transmission of a signed signature page of this Third Amendment) that such party has
signed a counterpart of this Third Amendment, which notice shall be conclusive and binding;
	 
	 	(ii)	 	a certificate of an authorized officer of the Counterparty and the Guarantor, as applicable,
certifying as of the Third Amendment Closing Date (i) that the resolutions delivered to the Banks
and the Agents on the effective date of the Credit Agreement have not been amended, modified,
revoked or rescinded, (ii) that the applicable organizational documents of the Counterparty and the
Guarantor have not been amended or otherwise modified since the effective date of the Credit
Agreement, except pursuant to any amendments attached thereto, and (iii) as to the incumbency and
signature of the officers of the Counterparty and the Guarantor executing this Third Amendment; and




- 2 -









 













	 	(iii)	 	a certificate of an officer of each of the Counterparty and the Guarantor dated as of the
Third Amendment Closing Date certifying that each of the representations and warranties made by the
Counterparty or the Guarantor, as applicable, in Section 2 hereof is true and correct, and that no
Default or Event of Default has occurred and is continuing.





     Section 5. Miscellaneous Provisions.


          (a) From and after the execution and delivery of this Third Amendment, the Credit Agreement shall
be deemed to be amended and modified as herein provided, and except as so amended and modified the
Credit Agreement shall continue in full force and effect.


          (b) The Credit Agreement and this Third Amendment shall be read and construed as one and the same
instrument.


          (c) Any reference in any of the Credit Documents to the Credit Agreement shall be a reference to
the Credit Agreement as amended by this Third Amendment.


          (d) This Third Amendment shall be construed in accordance with and governed by the laws of the
State of New York.


          (e) This Third Amendment may be signed in any number of counterparts and by different parties in
separate counterparts and may be in original or facsimile form, each of which shall be deemed an
original but all of which together shall constitute one and the same instrument.


          (f) The headings herein shall be accorded no significance in interpreting this Third Amendment.



     Section 6. Binding Effect. This Third Amendment shall be binding upon and inure to the
benefit of the Counterparty, the Guarantor, the Banks and the Agents and their respective
successors and assigns, except that the Counterparty and the Guarantor shall not have the right to
assign their rights hereunder or any interest herein.



     Section 7. Reaffirmation of Guaranty. The Guarantor consents to the execution and delivery
by the Counterparty of this Third Amendment and ratifies and confirms the terms of the guaranty
contained in Article IX of the Credit Agreement with respect to the Obligations. The Guarantor
acknowledges that, notwithstanding anything to the contrary contained herein or in any other
document evidencing any Obligations or any other obligation of the Counterparty, or any actions now
or hereafter taken by the Banks with respect to any obligation of the Counterparty, the guaranty
contained in Article IX of the Credit Agreement (i) is and shall continue to be an absolute,
unconditional, continuing and irrevocable guaranty of payment of the Obligations to the extent and
as provided therein, and (ii) is and shall continue to be in full force and effect in accordance
with its terms. Nothing contained herein shall release, discharge, modify, change or affect the
original liability of the Guarantor under the guaranty contained in Article IX of the Credit
Agreement.



[Signature Pages Follow]




- 3 -









 








     IN WITNESS WHEREOF, the parties have caused this Third Amendment to be executed by their respective
duly authorized officers as of the 30th day of June, 2010, to be effective as of the Third
Amendment Closing Date,



	 	 	 	 	 
	 	COUNTERPARTY:



WILLIAMS PRODUCTION RMT COMPANY

 	 
	 	By:  	/s/ Gary R. Belitz
 	 
	 	 	Name:  	Gary R. Belitz 	 
	 	 	Title:  	Vice President — Finance and Accounting 	 
	 
	 	GUARANTOR:



WILLIAMS PRODUCTION COMPANY, LLC

 	 
	 	By:  	/s/ Gary R. Belitz
 	 
	 	 	Name:  	Gary R. Belitz 	 
	 	 	Title:  	Vice President — Finance and Accounting 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	AGENTS:



CITIBANK, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Todd J. Mogil
 	 
	 	 	Name:  	Todd J. Mogil 	 
	 	 	Title:  	Vice President 	 
	 
	 	CITIGROUP ENERGY INC., as Computation Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CALYON NEW YORK BRANCH, as Collateral 

Agent and as PV Determination Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	AGENTS:



CITIBANK, N.A., as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIGROUP ENERGY INC., as Computation Agent

 	 
	 	By:  	/s/ Rodney Malcolm
 	 
	 	 	Name:  	Rodney Malcolm 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CALYON NEW YORK BRANCH, as Collateral 

Agent and as PV Determination Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	AGENTS:



CITIBANK, N.A., as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CITIGROUP ENERGY INC., as Computation Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Credit Agricole Corporate and Investment Bank

(f.k.a. CALYON NEW YORK BRANCH), as

Collateral Agent and as PV Determination Agent

 	 
	 	By:  	/s/ Darrell Stanley
 	 
	 	 	Name:  	Darrell Stanley 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/ Michael Willis
 	 
	 	 	Name:  	Michael Willis 	 
	 	 	Title:  	Managing Director 	 



Signature Page to Third Amendment to Credit Agreement




 









 









	 	 	 	 	 
	 	BANKS:



CITIBANK, N.A.

 	 
	 	By:  	/s/ Todd J. Mogil
 	 
	 	 	Name:  	Todd J. Mogil 	 
	 	 	Title:  	Vice President 	 
	 
	 	CALYON

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	BANKS:



CITIBANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Credit Agricole Corporate and Investment Bank (f.k.a. CALYON NEW YORK BRANCH)

 	 
	 	By:  	/s/ Darrell Stanley
 	 
	 	 	Name:  	Darrell Stanley 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/ Michael Willis
 	 
	 	 	Name:  	Michael Willis 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	BANKS:



CITIBANK, NA.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CALYON

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	/s/ George Manahilon
 	 
	 	 	Name:  	George Manahilon 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	BANKS:



CITIBANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CALYON

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	 	 
	 	 	Name: 	 
	 	 	Title:  	 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	/s/ Mark A. Cox
 	/s/ Larry Robinson 
	 	 	Name:  	Mark A. Cox              	Larry Robinson 
	 	 	Title: 	Managing Director 	Director 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	CREDIT SUISSE ENERGY LLC

 	 
	 	By:  	/s/
Barry Dixon 	 
	 	 	Name:  	Barry Dixon 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	MORGAN STANLEY CAPITAL GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DB ENERGY TRADING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	CREDIT SUISSE ENERGY LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MORGAN STANLEY CAPITAL GROUP INC.

 	 
	 	By:  	/s/ Deborah L. Hart
 	 
	 	 	Name:  	Deborah L. Hart 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DB ENERGY TRADING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	CREDIT SUISSE ENERGY LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MORGAN STANLEY CAPITAL GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	/s/ Brian Williams
 	 
	 	 	Name:  	Brian Williams 	 
	 	 	Title:  	Vice President 	 
	 
	 	DB ENERGY TRADING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	CREDIT SUISSE ENERGY LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MORGAN STANLEY CAPITAL GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DB ENERGY TRADING LLC

 	 
	 	By:  	/s/ Brandon Diket
 	 
	 	 	Name:  	Brandon Diket 	 
	 	 	Title:  	VP 	 
	 
	 	By:  	/s/ Molly Sample
 	 
	 	 	Name: 	Molly Sample 	 
	 	 	Title:  	Director 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Third Amendment to Credit Agreement




 









 








	 	 	 	 	 
	 	CREDIT SUISSE ENERGY LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	MORGAN STANLEY CAPITAL GROUP INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	DB ENERGY TRADING LLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	JPMORGAN CHASE BANK, N.A.

 	 
	 	By:  	/s/ M. Hasan
 	 
	 	 	Name:  	Muhammad Hasan 	 
	 	 	Title:  	Vice President 	 



Signature Page to Third Amendment to Credit Agreement