exv10w24






Exhibit 10.24




SECOND AMENDMENT TO

CREDIT AGREEMENT




          THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) is entered into as of
the 10th day of June, 2008, 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 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 Second
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, 2013.



     Section 1.1 of the Credit Agreement is hereby further amended by adding, in appropriate
alphabetical order, definitions of “Applicable Exposure Fee Rate and “Second Amendment Effective
Date” reading in their entireties as follows:



 









 





     “Applicable Exposure Fee Rate” means, for any day, the rate per annum set forth in the
following table for the ratings, applicable on such day, by S&P and Moody’s of the senior unsecured
Dollar-denominated long-term debt of TWC:



	 	 	 
	 	 	Applicable
	Ratings	 	Exposure Fee Rate
	BBB or better by S&P and Baa2 or better by Moody’s

	 	0.25% per annum
	 
	 	 
	BBB- or better by S&P and Baa3 or better by
Moody’s, if the circumstances set forth above for
an Applicable Exposure Fee Rate of 0.25% do not
apply

	 	0.35% per annum
	 
	 	 
	Either (1) BBB- or better by S&P and Bal by
Moody’s, or (2) BB+ by S&P and Baa3 or better by
Moody’s

	 	0.425% per annum
	 
	 	 
	Any circumstance not covered above in this table
(including the senior unsecured Dollar-denominated long-term debt of TWC not being rated
by S&P or not being rated by Moody’s)

	 	0.625% per annum





The applicable ratings as of the Second Amendment Effective Date by S&P and Moody’s of the
senior unsecured Dollar-denominated long-term debt of TWC are BB+ and Baa3, respectively.
Thereafter, the applicable ratings by S&P and Moody’s of such debt shall be those ratings of such
debt in effect from time to time as contemplated by Section 1.5. The Applicable Exposure Fee Rate
shall change when and as any relevant change occurs in the rating by S&P or Moody’s of the senior
unsecured Dollar-denominated long-term debt of TWC.




     “Second Amendment Effective Date” shall have the meaning set forth in the Second Amendment
to Credit Agreement dated as of June 10, 2008 among the Counterparty, the Guarantor, Citibank,
N.A., Calyon and others.



     Section 2.
Amendment to Section 2.4(b). Section 2.4(b) of the Credit Agreement is hereby amended to
read in its entirety as follows:



          (b) Exposure Fees. The Counterparty agrees to pay to each Bank, for each day, an exposure
fee (an “Exposure Fee”) in an amount equal to the product of (i) the amount obtained by
dividing (x) the per annum Applicable Exposure Fee Rate for such day by (y) the actual number of
days in the year in which such day occurs (365 or 366), times (ii) the net MTM Exposure for
such day for all Qualifying Hedges to which such Bank is a party (excluding in the computation of
any Exposure Fee, those days on which the net MTM Exposure for all Qualifying Hedges to which such
Bank is a party is negative). All Exposure Fees owed to any Bank will be computed by such Bank
based on the reports substantially in the form of Exhibit H furnished by





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the
Computation Agent pursuant to Section 7.1 and the respective
applicable ratings by S&P and
Moody’s of the senior unsecured Dollar-denominated long-term debt of TWC as those ratings are
determined in accordance with the definition herein of Applicable Exposure Fee Rate. Each Bank
shall submit an invoice to the Counterparty supporting its computation of any Exposure Fees owed to
such Bank with respect to each Fiscal Quarter that has elapsed and, if the Termination Date has
occurred, with respect to the period from the most recent date through which its Exposure Fees have
been invoiced (or the Effective Date, if Exposure Fees have not previously been invoiced by it)
through the Termination Date. The Exposure Fee for each Bank will be payable in arrears directly to
such Bank within ten Business Days following the receipt of each such invoice.




     Section 3. Amendment to Section 5.1. Section 5.1(b) of the Credit Agreement is hereby amended (a)
by replacing the clause “Furnish to the Administrative Agent (in the case of clauses (i) through
(ix) and clause (xii) of this Section 5.1(b)),” with the clause “Furnish to the Administrative
Agent (in the case of clauses (i) through (ix) and clauses (xii) and (xiv) of this Section
5.1(b)),”; (b) by deleting the word “and” at the end of clause (xii) thereof (c) by changing the
period at the end of clause (xiii) thereof to “; and”; and (d) by adding, immediately after such
clause (xiii), a new clause (xiv) thereto reading in its entirety as follows:



          (xiv) promptly after any change in, or withdrawal or termination of, the rating of any senior
unsecured Dollar-denominated long-term debt of TWC by S&P or Moody’s, notice thereof.




     Section 4. Representations True; No Default. Each of the Counterparty and the Guarantor
represents and warrants that:




	 	(i)	 	this Second 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 Second Amendment, no Default or Event of Default under the Credit
Agreement has occurred and is continuing.




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     Section 5.
Expenses, Additional Information. The Counterparty shall pay to each Agent all
reasonable expenses incurred by such Agent in connection with the execution of this
Second Amendment, including all reasonable expenses incurred in connection with any previous
negotiation and credit documentation.



     Section 6. Effectiveness. This Second Amendment shall become effective on the date (the
“Second Amendment Closing Date”) when, and only when, the Administrative Agent notifies the
Counterparty that the Administrative Agent (or its counsel) has received from each party hereto
either (i) a counterpart of this Second Amendment signed on behalf of such party or
(ii) written evidence satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of this Second Amendment) that such party has signed a
counterpart of this Second Amendment, which notice shall be conclusive and binding. To, but
excluding, the Second Amendment Closing Date, Exposure Fees shall be computed in accordance with
the Credit Agreement (but in making such computation for each Bank, the net MTM Exposure for all
Qualifying Hedges to which such Bank is a party shall be deemed to be zero for all days following
and including the Second Amendment Closing Date). On and after the Second Amendment Closing Date,
Exposure Fees shall be computed in accordance with the Credit Agreement as amended by this Second
Amendment.



     Section 7. Post-Closing Requirements. Within 14 days of the Second Amendment Closing Date,
the Counterparty and the Guarantor shall deliver to the Agents and the Banks:



          (a) a certificate of an authorized officer of the Counterparty and the Guarantor, as applicable,
dated as of the Second Amendment Closing Date certifying (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 as of the Second Amendment Closing Date, (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 Second Amendment; and




          (b) a certificate of an officer of each of the Counterparty and the Guarantor dated as of the
Second Amendment Closing Date certifying that each of the representations and warranties made by
the Counterparty or the Guarantor, as applicable, in Section 4 hereof is true and correct, and that
no Default or Event of Default has occurred and is continuing.




     Section 8. Miscellaneous Provisions.



          (a) From and after the execution and delivery of this Second 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 Second 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 Second Amendment.





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




          (e) This Second 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 Second Amendment.




     Section 9. Binding Effect. This Second 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 10. Reaffirmation of Guaranty. The Guarantor consents to the execution and delivery
by the Counterparty of this Second 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]



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          IN WITNESS WHEREOF, the parties have caused this Second Amendment to be executed by their
respective duly authorized officers as of the 18th day of June, 2008, to be effective as of the
Second Amendment Closing Date.




	 	 	 	 	 
	 	COUNTERPARTY:



WILLIAMS PRODUCTION RMT COMPANY

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




WILLIAMS PRODUCTION COMPANY, LLC

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



Signature Page to Second Amendment to Credit Agreement



 









 





	 	 	 	 	 
	 	AGENTS:



CITIBANK, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Todd Mogil
 	 
	 	 	Name:  	Todd 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 Second Amendment to Credit Agreement




 











 





	 	 	 	 	 
	 	AGENTS:



CITIBANK, N.A., as Administrative Agent

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

 	 
	 	By:  	/s/ Stuart W. Staley
 	 
	 	 	Name:  	Stuart W. Staley 	 
	 	 	Title:  	Managing Director 	 
	 
	 	CALYON NEW YORK BRANCH, as Collateral Agent and as PV Determination Agent

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



Signature Page to Second Amendment to Credit Agreement




 











 





	 	 	 	 	 
	 	AGENTS:



CITIBANK, N.A., as Administrative Agent

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

 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CALYON NEW YORK BRANCH, as Collateral Agent and as PV Determination Agent

 	 
	 	By:  	/s/ Page Dillehunt
 	 
	 	 	Name:  	Page Dillehunt 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 



Signature Page to Second Amendment to Credit Agreement




 











 





	 	 	 	 	 
	 	BANKS:



CITIBANK, N.A.

 	 
	 	By:  	/s/ Todd Mogil
 	 
	 	 	Name:  	Todd 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 Second Amendment to Credit Agreement






 









 








	 	 	 	 	 
	 	BANKS:


CITIBANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CALYON NEW YORK BRANCH

 	 
	 	By:  	/s/
Page Dillehunt
 	 
	 	 	Name:  	Page Dillehunt 	 
	 	 	Title:  	Managing Director 	 
	 
	 	By:  	/s/ Sharada Manne
 	 
	 	 	Name:  	Sharada Manne 	 
	 	 	Title:  	Director 	 
	 
	 	BARCLAYS BANK PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Second Amendment to Credit Agreement





 









 








	 	 	 	 	 
	 	BANKS:



CITIBANK, N.A.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	CALYON

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

 	 
	 	By:  	/s/ Scott Connelly
 	 
	 	 	Name:  	Scott Connelly 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BNP PARIBAS

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Second Amendment to Credit Agreement





 









 








	 	 	 	 	 
	 	BNP PARIBAS

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



Signature Page to Second Amendment to Credit Agreement





 









 








	 	 	 	 	 
	 	CREDIT SUISSE ENERGY LLC

 	 
	 	By:  	/s/  Marisa Scauzillo
 	 
	 	 	Name: 	Marisa Scauzillo 	 
	 	 	Title:	Authorized Signatory 	 
	 
	 	MORGAN STANLEY CAPITAL GROUP INC.

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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Second Amendment to Credit Agreement





 









 








	 	 	 	 	 
	 	CREDIT SUISSE ENERGY LLC

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

 	 
	 	By:  	/s/ Robert P. Kinney
 	 
	 	 	Name:  	Robert P. Kinney 	 
	 	 	Title:  	Vice President 	 
	 
	 	THE ROYAL BANK OF SCOTLAND PLC

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Signature Page to Second 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 Smith
 	 
	 	 	Name:  	Brian Smith 	 
	 	 	Title:  	Senior Vice President 	 



Signature Page to Second Amendment to Credit Agreement