Attached files
file | filename |
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8-K - FORM 8-K - WILLIAMS COMPANIES, INC. | c55964e8vk.htm |
EX-4.1 - EX-4.1 - WILLIAMS COMPANIES, INC. | c55964exv4w1.htm |
EX-4.2 - EX-4.2 - WILLIAMS COMPANIES, INC. | c55964exv4w2.htm |
EX-99.1 - EX-99.1 - WILLIAMS COMPANIES, INC. | c55964exv99w1.htm |
Exhibit 4.3
THE WILLIAMS COMPANIES, INC.,
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
as Trustee
FIFTH SUPPLEMENTAL INDENTURE
Dated as of February 1, 2010
Dated as of February 1, 2010
THIS FIFTH SUPPLEMENTAL INDENTURE is dated as of February 1, 2010 between The Williams
Companies, Inc., a Delaware corporation (as successor in interest to MAPCO Inc.) (the Company)
and The Bank of New York Mellon Trust Company, N.A. (as successor in interest to Bank One Trust
Company, N.A., which was formerly known as The First National Bank of Chicago) (the Trustee).
RECITALS
A. The Company has executed and delivered to the Trustee a Senior Indenture, dated as of
February 25, 1997 (as amended by the First Supplemental Indenture dated as of March 5, 1997, the
Second Supplemental Indenture dated as of March 5, 1997, the Third Supplemental Indenture dated as
of March 31, 1998 and the Fourth Supplemental Indenture dated as of July 31, 1999, the
Indenture), to provide for the issuance by the Company from time to time of Securities evidencing
its unsecured indebtedness.
B. The Company has obtained, on or prior to the date hereof, the consent of a majority in
principal amount of the Outstanding Securities under the Indenture to the amendment to the
Indenture set forth in this Fifth Supplemental Indenture.
NOW, THEREFORE, for and in consideration of the foregoing premises, the Company and the
Trustee mutually covenant and agree for the equal and proportionate benefit of the respective
Holders from time to time of the Securities as follows:
ARTICLE I
Section 1.1 Amendment to Section 7.1 of the Indenture.
The following amendment will become operative upon (i) the Companys delivery of a written
notice to the Trustee and Global Bondholder Services Corporation (GBSC), the depositary for the
Securities in connection with the Companys Offer to Purchase and Consent Solicitation Statement
dated January 19, 2010 (the Statement), confirming the Companys acceptance for purchase of the
Outstanding Securities validly tendered (and not validly withdrawn) pursuant to the Statement (the
Accepted Securities), and (ii) GBSCs delivery of a written notice to the Trustee confirming
receipt by The Depository Trust Company and/or GBSC from the Company of funds for payment of (a)
the applicable consideration required by the Statement to the Holders of the Accepted Securities
and (b) the Consent Fee to the Holders of Securities validly tendered (and not validly withdrawn)
at or prior to the Expiration Time that were not purchased due to the proration provided for in the
Statement (the terms Expiration Time and Consent Fee having the meanings ascribed thereto in
the Statement).
Section 7.1 shall be amended by inserting the following immediately after clause (3) thereof:
Notwithstanding any other provision of this Section 7.1, the Dropdown shall be deemed not to be a
sale, transfer, lease or other disposition of the Companys properties and assets as, or
substantially as, an entirety, and shall be exempted from any determination of whether there has
occurred a sale, transfer, lease or other disposition of the Companys properties and assets as, or
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substantially as, an entirety. For purposes of the immediately preceding sentence, the following
terms have the meanings ascribed to them.
Class C Units means the proposed Class C limited partner units of WPZ, which will be
identical to WPZs common limited partner units except that (i) in the first fiscal quarter
in which the Class C Units are outstanding they will receive a quarterly distribution that
is prorated to reflect the fact that the Class C Units were not outstanding during the full
quarterly period, and (ii) they will automatically convert into WPZs common limited partner
units following the record date for the distribution with respect to the first fiscal
quarter in which the Class C Units are outstanding.
Contribution Agreement means the Contribution Agreement dated as of January 15, 2010,
by and among Williams Gas Pipeline Company, LLC, Williams Energy Services, LLC, WGP
Gulfstream Pipeline Company, L.L.C., Williams Partners GP LLC, WPZ and Williams Partners
Operating LLC, and solely with respect to Section 9.11, the Company.
Dropdown means the transactions contemplated in the Contribution Agreement, pursuant
to which the Company (through certain of its Subsidiaries) will contribute to WPZ the
ownership interests in the entities that make up the Companys Gas Pipeline and Midstream
Gas and Liquids business segments (including its limited and general partner interests in
WMZ, but excluding its Canadian, Venezuelan and olefins operations, and a 25.5% interest in
Gulfstream Natural Gas System, L.L.C.), to the extent not already owned by WPZ and its
subsidiaries, in exchange for aggregate consideration of (i) the Net Cash Consideration,
(ii) 203 million Class C Units and (iii) an increase in the capital account of WPZs general
partner to allow it to maintain its 2% general partner interest and the issuance of general
partner units to WPZs general partner equal to 2/98th of the number of Class C Units that
will be issued, resulting in the Company holding an approximate 82% limited partner interest
and a 2% general partner interest in WPZ.
Net Cash Consideration means $3.5 billion in cash, less all expenses incurred by WPZ
in connection with (i) the transactions contemplated by the Contribution Agreement, (ii) the
Proposed Private Placement, including any initial purchasers discount or original issue
discount, (iii) the establishment of the WPZ Credit Facility, (iv) the WMZ Exchange Offer
and (v) one-half of any and all applicable filing fees under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.
Proposed Private Placement means a proposed private placement of WPZs senior
unsecured notes to be conducted pursuant to Rule 144A under the Securities Act of 1933, as
amended, in connection with the Dropdown.
WMZ refers to Williams Pipeline Partners L.P., a Delaware master limited partnership.
WMZ Exchange Offer means a proposed exchange offer to be conducted by WPZ following
the consummation of the Dropdown whereby the outstanding publicly
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traded common units of WMZ will be exchanged for WPZs common limited partnership
units.
WPZ refers to Williams Partners L.P., a Delaware master limited partnership.
WPZ Credit Facility means the proposed senior unsecured revolving credit facility to
be established by WPZ in connection with the Dropdown.
ARTICLE II
MISCELLANEOUS
Section 2.1 Definitions.
Capitalized terms used but not defined in this Fifth Supplemental Indenture shall have the
meanings ascribed thereto in the Indenture.
Section 2.2 Confirmation of Indenture.
The Indenture, as supplemented and amended by this Fifth Supplemental Indenture, is in all
respects ratified and confirmed, and the Indenture, this Fifth Supplemental Indenture and all
indentures supplemental thereto shall be read, taken and construed as one and the same instrument.
Section 2.3 Concerning the Trustee.
In carrying out the Trustees responsibilities hereunder, the Trustee shall have all of the
rights, protections and immunities which it possesses under the Indenture. The Trustee assumes no
responsibility for the correctness of the recitals contained herein. The Trustee makes no
representations as to the validity or sufficiency of this Fifth Supplemental Indenture.
Section 2.4 Governing Law.
This Fifth Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of New York.
Section 2.5 Effectiveness.
This Fifth Supplemental Indenture shall become effective upon execution by the Company and the
Trustee; provided, however, that the amendment set forth in Article I hereof shall only become
operative according to the terms of Article I.
Section 2.6 Counterparts.
This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which
shall be an original, but such counterparts shall together constitute but one and the same
instrument.
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Section 2.7 No Benefit.
Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any Person
other than the parties hereto and their successors or assigns, and the Holders of the Securities,
any benefit or legal or equitable rights, remedy or claim under this Fifth Supplemental Indenture
or the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be
duly executed all as of the day and year first above written.
THE WILLIAMS COMPANIES, INC. |
||||
By: | /s/ Rodney J. Sailor | |||
Name: | Rodney J. Sailor | |||
Title: | Vice President and Treasurer | |||
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
||||
By: | /s/ Julie Hoffman-Ramos | |||
Name: | Julie Hoffman-Ramos | |||
Title: | Senior Associate | |||
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