THE WILLIAMS COMPANIES, INC., as Issuer, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee ELEVENTH SUPPLEMENTAL INDENTURE Dated as of February 1, 2010
Exhibit 4.1
THE XXXXXXXX COMPANIES, INC.,
as Issuer,
as Issuer,
AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
as Trustee
ELEVENTH SUPPLEMENTAL INDENTURE
Dated as of February 1, 2010
Dated as of February 1, 2010
THIS ELEVENTH SUPPLEMENTAL INDENTURE is dated as of February 1, 2010 between The Xxxxxxxx
Companies, Inc., a Delaware corporation (the “Issuer”) 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 Issuer has executed and delivered to the Trustee a Senior Indenture, dated as of
November 10, 1997 (as amended by the First Supplemental Indenture dated as of September 8, 2000,
the Second Supplemental Indenture dated as of December 7, 2000, the Third Supplemental Indenture
dated as of December 20, 2000, the Fourth Supplemental Indenture dated as of January 17, 2000, the
Fifth Supplemental Indenture dated as of January 17, 2001, the Sixth Supplemental Indenture dated
as of January 14, 2002, the Seventh Supplemental Indenture dated as of March 19, 2002, the Eighth
Supplemental Indenture dated as of June 3, 2002, the Ninth Supplemental Indenture dated as of June
10, 2003 and the Tenth Supplemental Indenture dated as of August 17, 2004, the “Indenture”), to
provide for the issuance by the Issuer from time to time of Securities evidencing its unsecured
indebtedness.
B. The Issuer has obtained, on or prior to the date hereof, the consent of a majority in
principal amount of the Securities Outstanding under the Indenture (voting as one class) to the
amendments to the Indenture set forth in this Eleventh Supplemental Indenture.
NOW, THEREFORE, for and in consideration of the foregoing premises, the Issuer 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
The following amendments will become operative upon (i) the Issuer’s delivery of a written
notice to the Trustee and Global Bondholder Services Corporation (“GBSC”), the depositary for the
Securities in connection with the Issuer’s Offer to Purchase and Consent Solicitation Statement
dated January 19, 2010 (the “Statement”), confirming the Issuer’s acceptance for purchase of the
Outstanding Securities validly tendered (and not validly withdrawn) pursuant to the Statement (the
“Accepted Securities”), and (ii) GBSC’s delivery of a written notice to the Trustee confirming
receipt by The Depository Trust Company and/or GBSC from the Issuer 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 1.1 Amendment to Section 9.1 of the Indenture.
Section 9.1 shall be amended by inserting the following immediately after clause (d) thereof:
Notwithstanding any other provision of this Section 9.1, the Dropdown shall be deemed not to be a
conveyance, transfer or lease of the Issuer’s properties and assets substantially as an entirety,
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and shall be exempted from any determination of whether there has occurred a conveyance, transfer
or lease of the Issuer’s properties and assets 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 WPZ’s 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 WPZ’s 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 Xxxxxxxx Gas Pipeline Company, LLC, Xxxxxxxx Energy Services, LLC, WGP
Gulfstream Pipeline Company, L.L.C., Xxxxxxxx Partners GP LLC, WPZ and Xxxxxxxx Partners
Operating LLC, and solely with respect to Section 9.11, the Issuer.
“Dropdown” means the transactions contemplated in the Contribution Agreement, pursuant
to which the Issuer (through certain of its Subsidiaries) will contribute to WPZ the
ownership interests in the entities that make up the Issuer’s 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 WPZ’s general
partner to allow it to maintain its 2% general partner interest and the issuance of general
partner units to WPZ’s general partner equal to 2/98th of the number of Class C Units that
will be issued, resulting in the Issuer 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 Xxxx-Xxxxx-Xxxxxx Antitrust
Improvements Act of 1976, as amended.
“Proposed Private Placement” means a proposed private placement of WPZ’s 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 Xxxxxxxx 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 WPZ’s common limited partnership
units.
“WPZ” refers to Xxxxxxxx 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.
Section 1.2 Amendment to Section 3.6 of the Indenture.
Subsection (bb) of Section 3.6 is amended to read in its entirety as follows:
Any mortgage not permitted by clauses (a) through (aa) above if at the time of, and after giving
effect to, the creation or assumption of any such mortgage, the aggregate of all Indebtedness of
the Issuer and its Subsidiaries secured by all such mortgages not so permitted by clauses (a)
through (aa) above do not exceed 15% of Consolidated Net Tangible Assets.
ARTICLE II
MISCELLANEOUS
Section 2.1 Definitions.
Capitalized terms used but not defined in this Eleventh 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 Eleventh Supplemental Indenture, is in all
respects ratified and confirmed, and the Indenture, this Eleventh 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 Trustee’s 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 Eleventh Supplemental Indenture.
Section 2.4 Governing Law.
This Eleventh Supplemental Indenture shall be deemed to be a contract made under
the laws of the State of New York, and for all purposes shall be construed in accordance with the
laws of such State, except as may otherwise be required by mandatory provisions of law.
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Section 2.5 Effectiveness.
This Eleventh Supplemental Indenture shall become effective upon execution by the Issuer and
the Trustee; provided, however, that the amendments set forth in Article I hereof shall only become
operative according to the terms of Article I.
Section 2.6 Counterparts.
This Eleventh 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.
Section 2.7 No Benefit.
Nothing in this Eleventh 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 Eleventh Supplemental
Indenture or the Indenture.
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IN WITNESS WHEREOF, the parties hereto have caused this Eleventh Supplemental Indenture to be
duly executed all as of the day and year first above written.
| THE XXXXXXXX COMPANIES, INC. |
||||
| By: | /s/ Xxxxxx X. Sailor | |||
| Name: | Xxxxxx X. Sailor | |||
| Title: | Vice President and Treasurer | |||
| THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee |
||||
| By: | /s/ Xxxxx Xxxxxxx-Xxxxx | |||
| Name: | Xxxxx Xxxxxxx-Xxxxx | |||
| Title: | Senior Associate | |||
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