EX-10.4 6 d00961exv10w4.txt GUARANTEE AND COLLATERAL AGREEMENT EXHIBIT 10.4 EXECUTION COPY FIRST AMENDMENT TO SECURITY AGREEMENT This First Amendment dated as of October 31, 2002 (this "Amendment") to the Security Agreement dated as of July 31, 2002 (as amended and modified from time to time, the "Security Agreement"), is among The Williams Companies, Inc. (the "Company"), and each of its Subsidiaries which is or which subsequently becomes a party to the Security Agreement (together, with the Company, the "Grantors"), in favor of Citibank, N.A., as collateral trustee ("Collateral Trustee") for the benefit of the holders of the Secured Obligations. All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Security Agreement. WITNESSETH: WHEREAS, the parties hereto have agreed to amend certain provisions of the Security Agreement; NOW, THEREFORE, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree that the Security Agreement is hereby amended as follows: 1. Amendments (a) Pursuant to the terms of those two certain Consent and Waivers each dated as of September 20, 2002, by and among the Company and the other signatories thereto, the Security Agreement was amended to (i) remove Williams Field Services - Gulf Coast Company, L.P. as a Grantor and (ii) add Williams Gulf Coast Gathering Company, LLC as a Grantor. Pursuant to this Amendment, the following additional parties are added as Grantors: WFS - Pipeline Company; WFS Gathering Company, L.L.C.; Williams Field Services-Matagorda Offshore Company, LLC; Williams Gas Processing - Mid Continent Region Company; WFS-OCS Gathering Co.; HI-BOL Pipeline Company; Goebel Gathering Company, L.L.C.; Williams Petroleum Services, LLC; Longhorn Enterprises of Texas, Inc.; and Williams GP LLC. Notwithstanding the foregoing, Williams GP LLC will not be deemed to be a Grantor under the Security Agreement until the occurrence of (i) the formation of NewGP (as defined in the New Credit Agreement) and (ii) the transfer by Williams GP LLC to NewGP of the general partnership interests and incentive distribution rights held by Williams GP LLC in Williams Energy Partners L.P. Company hereby covenants to cause the formation of NewGP and, contemporaneously therewith, transfer to NewGP the general partnership interests and incentive distribution rights held by Williams GP LLC in Williams Energy Partners L.P. promptly following its execution of this Amendment. (b) The definition of "General Intangible" or "General Intangibles" set forth in Section 1.1 of the Security Agreement is amended by adding the phrase "provided, however that "General Intangibles" shall not include any general or limited partnership interests, limited liability company interests, trust interests, joint ventures interests or any other similar equity ownership rights arising under the law of any jurisdiction." to the end of such definition. (c) The definition of "Investment Property" set forth in Section 1.1 of the Security Agreement is amended by adding the phrase "provided, however that "Investment Property" shall not include any general or limited partnership interests, limited liability company interests, trust interests, joint ventures interests or any other similar equity ownership rights arising under the law of any jurisdiction unless such equity ownership interests or rights constitute Proceeds." to the end of such definition. (d) The following sentence shall be added to the end of Section 2.1 of the Security Agreement: "Notwithstanding the general grant of a security interest set forth above in this Section 2.1, (i) the security interest in the oil of Williams Alaska Petroleum, Inc. ("WAPI") that is transported through the Trans-Alaska Pipeline System shall attach only at the time such oil is delivered to WAPI through the Trans-Alaska Pipeline System at the outlet flange measuring device located at North Pole, Alaska and (ii) Excluded Collateral (as defined in the New Credit Agreement and the Multiyear Williams Credit Agreement) shall not constitute Collateral under this Security Agreement." (e) Section 3.6 of the Security Agreement is hereby amended and restated in its entirety and replaced with the following: Section 3.6 Control of Investment Property. Each Grantor shall take any and all actions reasonably requested by Collateral Trustee to ensure that Collateral Trustee has a first priority security interest in (subject only to Permitted Liens other than the Permitted Liens described in Schedule III Paragraphs y, gg, and jj from the New Credit Agreement and Schedule VI Paragraphs y, gg, and jj from the Multiyear Williams Credit Agreement) and "control" (within the meaning of Section 8-106 of the UCC) of Collateral constituting Investment Property and deposit accounts (as defined in the UCC). (f) The following Section 3.11 is hereby added to the Security Agreement: 3.11 Permitted Dispositions. Notwithstanding anything to the contrary in Section 3 of this Security Agreement, the Grantors shall not be restricted from completing or permitting any dispositions that can be completed without violating any of the following provisions: Sections 5.2(e) and 5.2(f) of the New Credit Agreement, and Sections 5.02(f) and 5.02(l) of the Multiyear Williams Credit Agreement. (g) Section 7.2 of the Security Agreement is hereby amended and restated in its entirety and replaced with the following: Section 7.2 Action by Nominees. Notwithstanding anything to the contrary in this Security Agreement, any and all of the rights, powers and remedies of Collateral Trustee under this Security Agreement may be exercised by any nominee(s) of the Collateral Trustee or any other agent, person, trustee or nominee acting on behalf of the Collateral Trustee, and Collateral Trustee may assign or delegate all or any part of its rights and obligations under this Security Agreement to any one or more agent(s), person(s), trustee(s) or other nominee(s). (h) Section 8.16 of the Security Agreement is hereby amended and restated in its entirety and replaced with the following: Section 8.16 Incorporated Definitions and Provisions. All defined terms and other provisions (including, without limitation, the amendment provisions), that are incorporated into this Security Agreement by reference to other agreements shall incorporate into this Security Agreement the provisions of such other agreements that exist as of the date hereof; however, such provisions shall be automatically modified herein by any amendment or modification that takes place after the date hereof in such other referenced agreement(s); subject to the following limitations: (a) no such amendment or modification shall be effective with respect to this Security Agreement until Collateral Trustee shall have received a copy of such amendment or modification and (b) no provision of any such amendment or modification that imposes any additional liability, obligation or adverse effect on the Collateral Trustee shall be effective with respect to this Security Agreement unless the Collateral Trustee has executed a written consent to such provision or to the amendment or modification in which such provision is set forth. (i) The following Section 8.18 is hereby added to the Security Agreement: Section 8.18 Joinder. Pursuant to the terms of the Credit Documents certain Subsidiaries (hereafter referred to as the "Joining Subsidiaries") may desire to or be required to join this Security Agreement as Grantors. In connection with any such joinder the Joining Subsidiary shall cause to be executed and delivered (a) a joinder agreement substantially in the form of the joinder agreement attached hereto as Schedule IV and (b) authorization documentation, corporate documentation, perfection documentation and opinion letters reasonably satisfactory to the Collateral Trustee reflecting the status of such Joining Subsidiary and the enforceability of such agreements with respect to such Joining Subsidiary; provided, however, that the Collateral Trustee shall have no obligations with respect to the additional Collateral that results from the addition of a Joining Subsidiary as a Grantor pursuant to this Security Agreement prior to the delivery of such additional Collateral, and Collateral Trustee shall have no duty to solicit the delivery of any Collateral from any Grantor. (j) Schedule I to the Security Agreement is hereby amended and restated in its entirety and replaced with Schedule I attached hereto. (k) Schedule II to the Security Agreement is hereby amended and restated in its entirety and replaced with Schedule II attached hereto. (l) A new Schedule IV to the Security Agreement is hereby added which is the document attached as Schedule IV hereto. 2. Conditions to Effectiveness. This Amendment shall be deemed effective (the "Effective Date") upon the satisfaction of the conditions precedent as set out in Section 3.1 of that certain Amended and Restated Credit Agreement dated as of October 31, 2002, among Company and the Financial Institutions named therein, without giving effect to the terms of Section 3.3; provided, however, that the Collateral Trustee shall have no obligations with respect to the additional Collateral that results from the addition of Grantors as parties to the Security Agreement pursuant to this Amendment prior to the delivery of such additional Collateral, and the Collateral Trustee shall have no duty to solicit the delivery of any Collateral from any Grantor. Notwithstanding anything to the contrary herein, any provision or portion of a provision in this Amendment that is or is determined to be a release of Collateral shall not be effective to release such Collateral until the Collateral Trustee has received satisfactory documentation that such release of Collateral is permitted by or has been properly approved in accordance with the terms of the Collateral Trust Agreement. 3. Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York. 4. Reference to and Effect on the Security Agreement. The amendments set forth herein are limited precisely as written and shall not be deemed to be a consent or waiver to, or modification of any other term or condition in the Security Agreement or any of the documents referred to therein. Except as expressly amended and consented hereby, the terms and conditions of the Security Agreement shall continue in full force and effect, and as amended hereby, the Security Agreement is ratified and confirmed in all respects. On and after the Effective Date, the Security Agreement shall be deemed to mean the Security Agreement as amended hereby. 5. Counterparts. This Amendment may be executed in several counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. Schedule I: Schedule I to Security Agreement Schedule II: Schedule II to Security Agreement Schedule IV: Form of Joinder Agreement IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized representatives, have caused this Amendment to be signed in their respective names. THE WILLIAMS COMPANIES, INC., as Grantor By: /s/ James G. Ivey ---------------------------------- Name: James G. Ivey Title: Treasurer WORTHINGTON GENERATION, L.L.C., as Grantor By: /s/ William E. Hobbs ---------------------------------- Name: William E. Hobbs Title: President WILLIAMS ALASKA PETROLEUM, INC., as Grantor By: /s/ Ralph A. Hill ---------------------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS ALASKA PIPELINE COMPANY, L.L.C., as Grantor By: /s/ Ralph A. Hill ---------------------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS REFINING & MARKETING, L.L.C., as Grantor By: /s/ James G. Ivey ---------------------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS PETROLEUM SERVICES, LLC, as Grantor By: WILLIAMS ENERGY SERVICES, LLC, its sole member By: /s/ Phillip D. Wright ------------------------- Name: Phillip D. Wright Title: President WILLIAMS PETROLEUM PIPELINE SYSTEMS, INC., as Grantor By: /s/ Ralph A. Hill --------------------- Name: Ralph A. Hill Title: Senior Vice President WILLIAMS MID-SOUTH PIPELINES, LLC, as Grantor By: /s/ James G. Ivey ------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS GENERATION COMPANY- HAZLETON, as Grantor By: /s/ Ralph A. Hill ------------------ Name: Ralph A. Hill Title: Vice President WILLIAMS OLEFINS, L.L.C., as Grantor By: /s/ James G. Ivey ------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS OLEFINS FEEDSTOCK PIPELINES, L.L.C., as Grantor By: /s/ James G. Ivey ------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS NATURAL GAS LIQUIDS, INC., as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS MERCHANT SERVICES COMPANY, INC., as Grantor By: /s/ William E. Hobbs --------------------- Name: William E. Hobbs Title: President WILLIAMS MIDSTREAM NATURAL GAS LIQUIDS, INC., as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS MEMPHIS TERMINAL, INC., as Grantor By: /s/ James G. Ivey ------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS GULF COAST GATHERING COMPANY, LLC, as Grantor By: /s/ James G. Ivey ------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS GP, LLC, as Grantor By: /s/ Don R. Wellendorf ------------------------------------- Name: Don R. Wellendorf Title: President and Chief Executive Officer WILLIAMS GENERATING MEMPHIS, LLC, as Grantor By: /s/ James G. Ivey ------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS GAS PROCESSING - WAMSUTTER COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS GAS PROCESSING COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS GAS PROCESSING - MID-CONTINENT REGION COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS FIELD SERVICES GROUP, INC., as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS FIELD SERVICES COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS FIELD SERVICES - MATAGORDA OFFSHORE COMPANY, LLC, as Grantor By: /s/ James G. Ivey ------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS EXPRESS, INC. (A DELAWARE CORPORATION), as Grantor By: /s/ Ralph A. Hill ----------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS EXPRESS, INC. (AN ALASKA CORPORATION), as Grantor By: /s/ Ralph A. Hill ----------------------- Name: Ralph A. Hill Title: Chief Executive Officer WILLIAMS ETHANOL SERVICES, INC., as Grantor By: /s/ Paul W. Nelson ------------------- Name: Paul W. Nelson Title: Treasurer WILLIAMS ENERGY SERVICES, LLC, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WILLIAMS BIO-ENERGY, L.L.C., as Grantor By: /s/ James G. Ivey -------------------- Name: James G. Ivey Title: Assistant Treasurer WILLIAMS ALASKA AIR CARGO PROPERTIES, L.L.C., as Grantor By: WILLIAMS ALASKA PETROLEUM, INC., its sole member By: /s/ Ralph A. Hill ----------------------- Name: Ralph A. Hill Title: Chief Executive Officer WFS-OFFSHORE GATHERING COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS-NGL PIPELINE COMPANY, INC., as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS-LIQUIDS COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS GATHERING COMPANY, L.L.C., as Grantor By: /s/ James G. Ivey ------------------- Name: James G. Ivey Title: Assistant Treasurer WFS ENTERPRISES, INC., as Grantor By: /s/ Mary Jane Bittick ---------------------- Name: Mary Jane Bittick Title: Treasurer WFS - PIPELINE COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President WFS - OCS GATHERING CO., as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President NORTH PADRE ISLAND SPINDOWN, INC., AS GRANTOR By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President MEMPHIS GENERATION, L.L.C., as Grantor By: /s/ William E. Hobbs --------------------- Name: William E. Hobbs Title: President MAPL INVESTMENTS, INC., as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President MAPCO INC., as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President LONGHORN ENTERPRISES OF TEXAS, INC., as Grantor By: /s/ Ralph A. Hill --------------------- Name: Ralph A. Hill Title: Senior Vice President JUAREZ PIPELINE COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President HI-BOL PIPELINE COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President GOEBEL GATHERING COMPANY, L.L.C., as Grantor By: /s/ James G. Ivey ------------------- Name: James G. Ivey Title: Assistant Treasurer GAS SUPPLY, L.L.C., as Grantor By: /s/ Ralph A. Hill ------------------ Name: Ralph A. Hill Title: Senior Vice President BLACK MARLIN PIPELINE COMPANY, as Grantor By: /s/ Alan S. Armstrong ---------------------- Name: Alan S. Armstrong Title: Senior Vice President Each of the entities reflected on the following ten (10) pages is executing this Amendment as a Financial Institution party to the Amended and Restated Credit Agreement dated as of October 31, 2002 among the Company and the Financial Institutions named therein. CITICORP USA, INC., as Agent and Collateral Agent By /s/ Todd J. Mogil Name: Todd J. Mogil Title: Vice President BANKS AND ISSUING BANKS: CITICORP N.A., AS ISSUING BANK By /s/ Todd J. Mogil Name: Todd J. Mogil Title: Attorney-in-Fact CITICORP USA, INC. By /s/ Todd J. Mogil Name: Todd J. Mogil Title: Vice President THE BANK OF NOVA SCOTIA By: /s/ N. Bell Name: N. Bell Title: Senior Manager BANK OF AMERICA N.A., as Issuing Bank and Bank By: /s/ Claire Liu Name: Claire Liu Title: Managing Director JP MORGAN CHASE BANK By: /s/ Robert W. Traband Name: Robert W. Traband Title: Vice President TORONTO DOMINION (TEXAS), INC. By /s/ Jill Hall Name: Jill Hall Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By /s/ O. Audermard Name: O. Audermard Title: Senior Vice President MERRILL LYNCH CAPITAL CORP. By: /s/ Carol J.E. Feeley Name: Carol J.E. Feeley Title: Vice President LEHMAN COMMERCIAL PAPER INC., By: /s/ Francis Chang Name: Francis Chang Title: Authorized Signatory Each of the entities reflected on the following pages is executing this Amendment as a Financial Institution party to the First Amended and Restated Credit Agreement, dated of October 31, 2002, among the Company, Northwest Pipeline Corporation, Transcontinental Gas Pipeline Corporation, Texas Gas Transmission and the Financial Institutions named therein: AGENT: CITICORP USA, INC., as Agent By /s/ Todd J. Mogil Name: Todd J. Mogil Title: Vice President CO-SYNDICATION AGENTS: JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), as Co-Syndication Agent By: /s/ Robert W. Traband Name: Robert W. Traband Title: Vice President COMMERZBANK AG, as Co-Syndication Agent By /s/ Harry Yergey Name: Harry Yergey Title: Senior Vice Pres. and Manager By /s/ Brian Campbell Name: Brian Campbell Title: Senior Vice President CREDIT LYONNAIS NEW YORK BRANCH as Documentation Agent By /s/ O. Audemard Name: O. Audemard Title: Senior Vice President BANKS: CITICORP USA, INC. By /s/ Todd J. Mogil Name: Todd J. Mogil Title: Vice President CITICORP N.A., as Collateral Trustee By /s/ Camille Tamao Name: Camille Tamao Title: Vice President BANK OF AMERICA, N.A. By /s/ Claire Liu Name: Claire Liu Title: Managing Director BANK ONE, N.A. (MAIN OFFICE - CHICAGO) By /s/ Jeanie C. Gonzalez Name: Jeanie C. Gonzalez Title: Director JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK) By /s/ Robert W. Traband Name: Robert W. Traband Title: Vice President COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES By /s/ Brian J. Campbell Name: Brian J. Campbell Title: Senior Vice President By /s/ W. David Suttles Name: W. David Suttles Title: Vice President CREDIT LYONNAIS NEW YORK BRANCH By /s/ O. Audermard Name: O. Audermard Title: Senior Vice President NATIONAL WESTMINSTER, PLC By: /s/ Charles Greer Name: Charles Greer Title: Senior Vice President ABN AMRO BANK, N.V. By /s/ Frank R. Russo, Jr. Name: Frank R. Russo, Jr. Title: Group Vice President By /s/ Jeffrey G. White Name: Jeffrey G. White Title: Vice President BANK OF MONTREAL By /s/ Mary Lee Latta Name: Mary Lee Latta Title: Director THE BANK OF NEW YORK By /s/ Raymond J. Palmer Name: Raymond J. Palmer Title: Vice President BARCLAYS BANK PLC By /s/ Nicholas A. Bell Name: Nicholas A. Bell Title: Director, Loan Transaction Management CIBC INC. By /s/ George Knight Name: George Knight Title: Managing Director CIBC World Markets Corp. As Agent CREDIT SUISSE FIRST BOSTON By /s/ James P. Moran Name: James P. Moran Title: Director By /s/ Ian W. Nalitt Name: Ian W. Nalitt Title: Associate ROYAL BANK OF CANADA By /s/ Peter Barnes Name: Peter Barnes Title: Senior Manager THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY By /s/ Kelton Glasscock Name: Kelton Glasscock Title: Vice President and Manager By /s/ Jay Fort Name: Jay Fort Title: Vice President FLEET NATIONAL BANK f/k/a Bank Boston, N.A. By /s/ Matthew W. Speh Name: Matthew W. Speh Title: Authorized Officer SOCIETE GENERALE, SOUTHWEST AGENCY By /s/ J. Douglas McMurrey, Jr. Name: J. Douglas McMurrey, Jr. Title: Managing Director TORONTO DOMINION (TEXAS), INC. By /s/ Jill Hall Name: Jill Hall Title: Vice President UBS AG, STAMFORD BRANCH By: /s/ Kelly Smith Name: Kelly Smith Title: Director By: /s/ Robert Reuter Name: Robert Reuter Title: Executive Director WELLS FARGO BANK TEXAS, N.A. By /s/ J. Alan Alexander Name: J. Alan Alexander Title: Vice President WESTLB AG, NEW YORK BRANCH By: /s/ Salvatore Battinelli Name: Salvatore Battinelli Title: Managing Director Credit Department By /s/ Duncan M. Robertson Name: Duncan M. Robertson Title: Director CREDIT AGRICOLE INDOSUEZ By /s/ Larry Materi Name: Larry Materi Title: Vice President By /s/ Paul A. Dytrych Name: Paul A. Dytrych Title: Vice President Senior Relationship Manager SUNTRUST BANK By /s/ Steven J. Newby Name: Steven J. Newby Title: Director ARAB BANKING CORPORATION (B.S.C.) By /s/ Robert J. Ivosevich Name: Robert J. Ivosevich Title: Deputy General Manager By /s/ Barbara C. Sanderson Name: Barbara C. Sanderson Title: VP Head of Credit BNP PARIBAS, HOUSTON AGENCY By /s/ Larry Robinson Name: Larry Robinson Title: Vice President By /s/ Mark A. Cox Name: Mark A. Cox Title: Director DZ BANK AG DEUTSCHE ZENTRALGENOSSENSCHAFTSBANK, NEW YORK BRANCH By /s/ Mark K. Connelly Name: Mark K. Connelly Title: Vice President By /s/ Richard W. Wilbert Name: Richard W. Wilbert Title: Vice President KBC BANK N.V. By: /s/ Michael V. Curran Name: Michael V. Curran Title: First Vice President By: /s/ Diane M. Grimmig Name: Diane M. Grimmig Title: First Vice President WACHOVIA BANK, NATIONAL ASSOCIATION By: /s/ David E. Humphreys Name: David E. Humphreys Title: Vice President MIZUHO CORPORATE BANK, LTD By /s/ Jacques Azagury Name: Jacques Azagury Title: Senior Vice President and Manager SUMITOMO MITSUI BANKING CORPORATION By /s/ Leo E. Pagarigan Name: Leo E. Pagarigan Title: Senior Vice President COMMERCE BANK, N.A. By /s/ Dennis R. Block Name: Dennis R. Block Title: Senior Vice President SCHEDULE I TO SECURITY AGREEMENT STATE OF ORGANIZATION AND ADDRESSES OF GRANTORS
Entity Principal Address State of Incorporation -------------------------------------- ----------------------------------------- -------------- Black Marlin Pipeline Company One Williams Center, Tulsa, OK 74172 TX Gas Supply, L.L.C. One Williams Center, Tulsa, OK 74172 DE Goebel Gathering Company, L.L.C. One Williams Center, Tulsa, OK 74172 DE HI-BOL Pipeline Company One Williams Center, Tulsa, OK 74172 DE Juarez Pipeline Company One Williams Center, Tulsa, OK 74172 DE Longhorn Enterprises of Texas, Inc. One Williams Center, Tulsa, OK 74172 DE MAPCO Inc. One Williams Center, Tulsa, OK 74172 DE MAPL Investments, Inc. One Williams Center, Tulsa, OK 74172 DE Memphis Generation, L.L.C. One Williams Center, Tulsa, OK 74172 DE North Padre Island Spindown, Inc. One Williams Center, Tulsa, OK 74172 DE The Williams Companies, Inc. One Williams Center, Tulsa, OK 74172 DE WFS Enterprises, Inc. One Williams Center, Tulsa, OK 74172 DE WFS Gathering Company, L.L.C. One Williams Center, Tulsa, OK 74172 DE WFS-Liquids Company One Williams Center, Tulsa, OK 74172 DE WFS-NGL Pipeline Company, Inc. One Williams Center, Tulsa, OK 74172 DE WFS-OCS Gathering Co. One Williams Center, Tulsa, OK 74172 DE
Entity Principal Address State of Incorporation -------------------------------------- ----------------------------------------- -------------- WFS-Offshore Gathering Company One Williams Center, Tulsa, OK 74172 DE WFS - Pipeline Company One Williams Center, Tulsa, OK 74172 DE Williams Alaska Air Cargo Properties, L.L.C. One Williams Center, Tulsa, OK 74172 AK Williams Alaska Petroleum, Inc. One Williams Center, Tulsa, OK 74172 AK Williams Alaska Pipeline Company, L.L.C. One Williams Center, Tulsa, OK 74172 DE Williams Bio-Energy, LLC One Williams Center, Tulsa, OK 74172 DE Williams Energy Services, LLC One Williams Center, Tulsa, OK 74172 DE Williams Ethanol Services, Inc. 1300 South Second Street, Pekin, IL 61554 DE Williams Express, Inc. (AK) One Williams Center, Tulsa, OK 74172 AK Williams Express, Inc. (DE) One Williams Center, Tulsa, OK 74172 DE Williams Field Services Company P.O. Box 3102, Tulsa, OK 74101 DE Williams Field Services Group, Inc. P.O. Box 3102, Tulsa, OK 74101 DE Williams Field Services-Matagorda Offshore One Williams Center, Tulsa, OK 74172 DE Company, LLC Williams Gas Processing Company P.O. Box 3102 Tulsa, OK 74101 DE Williams Gas Processing - Mid Continent One Williams Center, Tulsa, OK 74172 DE Region Company
Entity Principal Address State of Incorporation -------------------------------------- ----------------------------------------- -------------- Williams Gas Processing -Wamsutter Company One Williams Center, Tulsa, OK 74172 DE Williams Generating Memphis, LLC One Williams Center, Tulsa, OK 74172 DE Williams Generation Company - Hazleton One Williams Center, Tulsa, OK 74172 DE Williams GP LLC One Williams Center, Tulsa, OK 74172 DE Williams Gulf Coast Gathering Company, LLC One Williams Center, Tulsa, OK 74172 DE Williams Memphis Terminal, Inc. One Williams Center, Tulsa, OK 74172 DE Williams Merchant Services Company, Inc One Williams Center, Tulsa, OK 74172 DE Williams Mid-South Pipelines, LLC One Williams Center, Tulsa, OK 74172 DE Williams Midstream Natural Gas Liquids, Inc. One Williams Center, Tulsa, OK 74172 DE Williams Natural Gas Liquids, Inc. One Williams Center, Tulsa, OK 74172 DE Williams Olefins Feedstock Pipelines, L.L.C. One Williams Center, Tulsa, OK 74172 DE Williams Olefins, L.L.C. One Williams Center, Tulsa, OK 74172 DE Williams Petroleum Pipeline Systems, Inc. One Williams Center, Tulsa, OK 74172 DE Williams Petroleum Services, LLC One Williams Center, Tulsa, OK 74172 DE
Entity Principal Address State of Incorporation -------------------------------------- ----------------------------------------- -------------- Williams Refining & Marketing, L.L.C. One Williams Center, Tulsa, OK 74172 DE Worthington Generation, L.L.C. One Williams Center, Tulsa, OK 74172 DE
SCHEDULE II TO SECURITY AGREEMENT REQUIRED FINANCING STATEMENT FILINGS
Entity UCC Central Filing Offices of the Secretary of State for the Following States ------------------------------------------- ---------------------------------------------- 1. Black Marlin Pipeline Company TX 2. Gas Supply, L.L.C. DE 3. Goebel Gathering Company, L.L.C. DE 4. HI-BOL Pipeline Company DE 5. Juarez Pipeline Company DE 6. Longhorn Enterprises of Texas, Inc. DE 7. MAPCO Inc. DE 8. MAPL Investments, Inc. DE 9. Memphis Generation, L.L.C. DE 10. North Padre Island Spindown, Inc. DE 11. The Williams Companies, Inc. DE 12. WFS Enterprises, Inc. DE 13. WFS Gathering Company, L.L.C. DE 14. WFS-Liquids Company DE 15. WFS-NGL Pipeline Company, Inc. DE
Entity UCC Central Filing Offices of the Secretary of State for the Following States ------------------------------------------- ---------------------------------------------- 16. WFS-OCS Gathering Co. DE 17. WFS-Offshore Gathering Company DE 18. WFS Pipeline Company DE 19. Williams Alaska Air Cargo Properties, L.L.C. AK 20. Williams Alaska Petroleum, Inc. AK 21. Williams Alaska Pipeline Company, L.L.C. DE 22. Williams Bio-Energy, LLC DE 23. Williams Energy Services, LLC DE 24. Williams Ethanol Services, Inc. DE 25. Williams Express, Inc. (AK) AK 26. Williams Express, Inc. (DE) DE 27. Williams Field Services Company DE 28. Williams Field Services Group, Inc. DE 29. Williams Field Services-Matagorda Offshore DE Company, LLC 30. Williams Gas Processing Company DE 31. Williams Gas Processing - Mid Continent DE Region Company
Entity UCC Central Filing Offices of the Secretary of State for the Following States ------------------------------------------- ---------------------------------------------- 32. Williams Gas Processing -Wamsutter Company DE 33. Williams Generating Memphis, LLC DE 34. Williams Generation Company - Hazleton DE 35. Williams GP LLC DE 36. Williams Gulf Coast Gathering Company, LLC DE 37. Williams Memphis Terminal, Inc. DE 38. Williams Merchant Services Company, Inc DE 39. Williams Mid-South Pipelines, LLC DE 40. Williams Midstream Natural Gas Liquids, Inc. DE 41. Williams Natural Gas Liquids, Inc. DE 42. Williams Olefins Feedstock Pipelines, L.L.C. DE 43. Williams Olefins, L.L.C. DE 44. Williams Petroleum Pipeline Systems, Inc. DE 45. Williams Petroleum Services, LLC DE 46. Williams Refining & Marketing, L.L.C. DE
Entity UCC Central Filing Offices of the Secretary of State for the Following States ------------------------------------------- ---------------------------------------------- 47. Worthington Generation, L.L.C. DE
SCHEDULE IV TO SECURITY AGREEMENT FORM OF JOINDER AGREEMENT JOINDER AGREEMENT (name of joining subsidiary) [ , ] --------- ----- [Joining Subsidiary], a [_________ corporation] (the "Subsidiary"), hereby agrees with (a) CITIBANK, N.A., as collateral trustee for the benefit of the holders of the Secured Obligations, (b) THE WILLIAMS COMPANIES, INC., a Delaware corporation (the "Company") and (c) the other parties to the Security Documents (as defined below), as follows: All capitalized terms used herein and not defined herein shall have the meanings ascribed to such terms in the Amended and Restated Credit Agreement, dated as of October 31, 2002, by and among The Williams Companies, Inc., the various lenders as are or may become parties thereto; the Issuing Banks, and Citicorp USA, Inc., as Agent and Collateral Agent (as further amended, modified, supplemented, renewed, extended or restated from time to time, the "Credit Agreement"). In accordance with the terms of the [Security Agreement, Pledge Agreement and Collateral Trust Agreement] (collectively, the "Security Documents"), the Subsidiary hereby (a) [joins the Security Agreement as a party thereto and assumes all the obligations of a Grantor (as defined in the Security Agreement) under the Security Agreement], (b) [joins the Pledge Agreement as a party thereto and assumes all the obligations of a Pledgor (as defined in the Pledge Agreement) under the Pledge Agreement], (c) [joins the Collateral Trust Agreement as a party thereto and assumes all the obligations of a Debtor (as defined in the Collateral Trust Agreement) under the Collateral Trust Agreement], (d) agrees to be bound by the provisions of the Security Documents as if the Subsidiary had been an original party to the Security Documents, and (e) confirms that, after joining the Security Documents as set forth above, the representations and warranties set forth in each of the Credit Documents with respect to the Subsidiary are true and correct in all material respects as of the date of this Joinder Agreement. For purposes of notices under the Security Documents, the notice address for the Subsidiary may be given to the Subsidiary by providing notice addressed to [Subsidiary's Name] c/o The Williams Companies, Inc., in any manner that notice is permitted to be given to the Company pursuant to the terms of the Credit Agreement. [Schedule I and Schedule II to the Security Agreement are hereby supplemented with the information set forth on Exhibit I to this Joinder Agreement.] [Schedule I and Schedule II to the Pledge Agreement are hereby supplemented with the information regarding the Subsidiary set forth on Exhibit II to this Joinder Agreement.] THIS WRITTEN AGREEMENT AND THE CREDIT DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. IN WITNESS WHEREOF this Joinder Agreement is executed and delivered as of the ___ day of ____________, _____. [Joining Subsidiary] By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------