AMENDMENT AGREEMENT

Exhibit 10.1

Execution Version

This Amendment Agreement dated as of May 9, 2007 (this “Amendment”) is among (i) THE XXXXXXXX COMPANIES, INC., a Delaware corporation (“TWC”), XXXXXXXX PARTNERS L.P., a Delaware limited partnership (“MLP”), NORTHWEST PIPELINE CORPORATION, a Delaware corporation (“NWP”), TRANSCONTINENTAL GAS PIPE LINE CORPORATION, a Delaware corporation (“TGPL”, and together with TWC, MLP and NWP, the “Borrowers”), (ii) the banks, financial institutions and other institutional lenders (“Banks”) that are parties to the Credit Agreement dated as of May 1, 2006 (the “Credit Agreement”) among the Borrowers, the Banks, CITIBANK, N.A., BANK OF AMERICA, NATIONAL ASSOCIATION and JPMORGAN CHASE BANK, N.A. (each, an “Issuing Bank”, and collectively, the “Issuing Banks”), and CITIBANK, N.A., as administrative agent (the “Agent”) under the Credit Agreement, (iii) the Agent, and (iv) the Issuing Banks. In consideration of the mutual promises contained herein, the Borrowers, the Banks, the Agent and the Issuing Banks agree as set forth herein.

Section 1. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows:

Section 1.1. Section 1.01. Section 1.01 of the Credit Agreement is hereby amended by amending the definitions of “Rating Category” and “Termination Date” to read as follows:

“Rating Category” means, as to any Borrower, the relevant category (designated as a “Level” followed by a Roman numeral) applicable to such Borrower from time to time as set forth on Schedule IV, which is based on the ratings (or lack thereof) of such Borrower’s senior unsecured long-term debt by S&P or Xxxxx’x. In the event there is a split between the ratings of any Borrower’s senior unsecured long-term debt by S&P and Xxxxx’x, “Rating Category” shall be determined based on the lower rating of such Borrower’s senior unsecured long-term debt by S&P or Xxxxx’x; provided that if such Borrower’s rating is BB- or higher from S&P and Ba3 or higher from Xxxxx’x and there is a split between the two ratings, the pricing for such Borrower will be based on (i) if the split is one subgrade, the higher rating and (ii) if the split is more than one subgrade, the rating that is one subgrade below the higher rating. For example, if S&P rates the senior unsecured long-term debt of a Borrower BB+ and Xxxxx’x rates such debt B2, then Level VI on Schedule IV shall apply to such Borrower. For the avoidance of doubt (x) if there is a split between Level I and Level III, then Level I shall apply and (y) if the applicable Borrower’s rating is BB- or higher from S&P and Ba3 or higher from Xxxxx’x and if there is a split between Level I and Level IV, V or VI, then Level III shall apply.

“Termination Date” means the earlier of (i) May 1,2012 or (ii) the date of termination in whole of the Commitments pursuant to Section 2.4 or 6.1.

Section 1.2. Schedule IV. Schedule IV of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with Schedule IV attached hereto.

Section 2. Miscellaneous.

Section 2.1. Amendments, Etc. No amendment or waiver of any provision of this Amendment, nor consent to any departure by any Borrower therefrom, shall in any event be effective unless effected in accordance with Section 8.1 of the Credit Agreement.

Section 2.2. Governing Law. This Amendment and the Credit Agreement as amended hereby shall be governed by, and construed in accordance with, the laws of the State of New York.

Section 2.3. Preservation. Except as specifically modified by the terms of this Amendment, all of the terms, provisions, covenants, warranties and agreements contained in the Credit Agreement, any Credit Document or any other document executed in connection with or pursuant to the Credit Agreement remain in full force and effect. Capitalized terms used herein that are not defined herein and are defined in the Credit Agreement, as amended hereby, are used herein as defined in the Credit Agreement, as amended hereby. Each reference to the Credit Agreement in any Credit Document or other document executed in connection with or pursuant to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended hereby.

Section 2.4. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 2.5. Representations and Warranties. Each Borrower hereby represents and warrants to the Agent, the Issuing Banks and the Banks that:

(a) The execution, delivery and performance by such Borrower, the performance of the Credit Agreement as amended hereby by such Borrower and the consummation of the transactions contemplated hereby or thereby are within such Borrower’s corporate, limited partnership or limited liability company powers, have been duly authorized by all necessary corporate, limited partnership or limited liability company action, require no material authorization, approval or other action by, or notice to or filing with, any governmental authority or regulatory body, do not contravene (i) such Borrower’s charter, by-laws or formation agreement or (ii) law or any restriction under any material agreement binding on or affecting such Borrower and will not result in or require the creation or imposition of any Lien prohibited by the Credit Agreement.

(b) this Amendment has been duly executed and delivered by such Borrower,

(c) this Amendment and the Credit Agreement, as amended hereby, constitute legal, valid and binding obligations of such Borrower, enforceable against such Borrower in accordance with their respective 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,

(d) the representations and warranties contained in Section 4.1 of the Credit Agreement, as amended hereby, and each of the representations and warranties contained in any other Credit Document, in each case made by such Borrower as to itself and to its Subsidiaries only, are correct in all material respects on and as of the date hereof as though made on and as of the date hereof (unless such representation and warranty speaks solely as of a particular date or a particular period, in which case, as of such date or for such period),

(e) no event has occurred and is continuing or would result from the transactions contemplated hereby, which constitutes a Default or an Event of Default, and

(f) after giving effect to this Amendment, such Borrower will be in compliance with each proviso set forth in Section 2.I(a) of the Credit Agreement and the first proviso set forth in Section 2.1 (b) of the Credit Agreement.

Section 2.6. Bank Credit Decision. Each of the Banks and Issuing Banks acknowledges that it has, independently and without reliance upon the Agent, any Issuing Bank or any other Bank and based

on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Amendment and to agree to the various matters set forth herein. Each of the Banks and Issuing Banks also acknowledges that it will, independently and without reliance upon the Agent, any Issuing Bank or any other Bank and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action under the Credit Agreement as amended hereby.

Section 2.7. Effectiveness. This Amendment shall become effective as of the date first written above (the “Amendment Effective Date”) only upon the satisfaction of all of the following conditions precedent:

(a) Execution of (i) this Amendment by each of the Banks, the Agent, the Issuing Banks and the Borrowers and (ii) the Acknowledgment and Consent attached to this Amendment by each of TWC and Pipeline Holdco. Delivery of an executed signature page to this Amendment or the Acknowledgement and Consent by telecopier shall be as effective as delivery of a manually executed counterpart of this Amendment or Acknowledgement and Consent, as applicable.

(b) The Agent shall have received certified copies of the resolutions of the Board of Directors, or an authorized committee thereof or other relevant Person, of each Borrower and Pipeline Holdco authorizing in the case of each Borrower, the execution of this Amendment, and in the case of TWC and Pipeline Holdco, the Acknowledgement and Consent attached hereto.

(c) The Agent shall have received a certificate of each Borrower and Pipeline Holdco, signed on behalf of such Borrower or Pipeline Holdco, as applicable, by an Authorized Officer thereof, dated as of the Amendment Effective Date (the statements made in which certificate shall be true on and as of the Amendment Effective Date), certifying as to (i) the absence of any amendments to the charter or other organizational documents of such Person not included in the certificate previously delivered to the Agent pursuant to Section 3.1(d) of the Credit Agreement, (ii) the due incorporation or formation and good standing and valid existence of such Person as an entity organized under the laws of the jurisdiction of its incorporation or organization and (iii) the signature and incumbency certificate of each such Person, in each case as delivered to the Agent on the Effective Date of the Credit Agreement, is in full force and effect and has not been amended or modified in any respect since such Effective Date.

(d) The Borrowers shall have paid all fees and expenses incurred by Agent’s counsel in connection with this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

[Remainder of this page intentionally left blank — signature pages follow]


BORROWERS: THE XXXXXXXX COMPANIES, INC.
By:	/s/ Xxxxxx X. Sailor
	Name:	Xxxxxx X. Sailor
	Title:	Vice President & Treasurer

XXXXXXXX PARTNERS L.P.
By:	Xxxxxxxx Partners GP LLC, its general partner

By:	/s/ Xxxxxx X. Sailor
	Name:	Xxxxxx X. Sailor
	Title:	Treasurer

NORTHWEST PIPELINE CORPORATION
By:	/s/ Xxxxxx X. Sailor
	Name:	Xxxxxx X. Sailor
	Title:	Assistant Treasurer

TRANSCONTINENTAL GAS PIPE LINE CORPORATION
By:	/s/ Xxxxxx X. Sailor
	Name:	Xxxxxx X. Sailor
	Title:	Assistant Treasurer

Signature Page to Amendment Agreement


	AGENT: CITIBANK, N.A., as Agent
	By:	/s/ Xxxx Xxxxx
		Authorized Officer
		Xxxx Xxxxx, Attorney-in-Fact

	ISSUING BANKS: CITIBANK, N.A., as Issuing Bank
	By:	/s/ Xxxx Xxxxx
		Authorized Officer
		Xxxx Xxxxx, Attorney-in-Fact

	BANK OF AMERICA, NATIONAL ASSOCIATION, as Issuing Bank
	By:	/s/ Xxxxxx X. XxXxxx
		Authorized Officer Xxxxxx X. XxXxxx
		Senior Vice President

	JPMORGAN CHASE BANK, N.A., as Issuing Bank
	By:	/s/ [ILLEGIBLE]
		Authorized Officer

Signature Page to Amendment Agreement


	BANKS: CITIBANK, N.A.
	By:	/s/ Xxxx Xxxxx
		Authorized Officer
		Xxxx Xxxxx,
		Attorney-in-Fact

	BANK OF AMERICA, NATIONAL ASSOCIATION
	By:	/s/ Xxxxxx X. XxXxxx
		Authorized Officer
		Xxxxxx X. XxXxxx
		Senior Vice President

	JPMORGAN CHASE BANK, N.A.
	By:	/s/ [ILLEGIBLE]
		Authorized Officer

	THE BANK OF NOVA SCOTIA
	By:	/s/ Xxxxxx Xxxxxx
		Authorized officer Xxxxxx Xxxxxx
		Director

	THE ROYAL BANK OF SCOTLAND PLC
	By:	/s/ Xxxx Xxxxxx
		Authorized Officer
		Xxxx Xxxxxx
		Vice President

	ABN AMRO BANK N.V.
	By:	/s/ Xxxx X. Xxxx
		Authorized officer Xxxx X. Xxxx,
		Director

	By:	/s/ Xxxx X. Xxxxxx
		Authorized officer Xxxx X. Xxxxxx,
		Asst. V. President

	BANK OF OKLAHOMA, NA
	By:	/s/ Xxxxxx X. Xxxxxx
		Authorized Officer
		Xxxxxx X. Xxxxxx,
		Senior Vice President

Signature Page to Amendment Agreement


		BARCLAYS BANK PLC
		By:	/s/ Xxxxxxxx Xxxx
			Authorized Officer
			Name:	Xxxxxxxx Xxxx
			Title:	Director

		BAYERISCHE LANDESBANK, Cayman Islands Branch
		By:	/s/ Xxxxxxx xxx Xxxxxxx
			Authorized officer Xxxxxxx xxx Xxxxxxx
			Senior Vice President


		By:	/s/ XXXXXXX XXXXXXX
			Authorized officer XXXXXXX XXXXXXX
			FIRST VICE PRESIDENT

BNP PARIBAS		BNP PARIBAS
By:	/s/ Xxxx X. Xxx	By:	/s/ Xxxxx Xxxxxxxx
	Authorized officer Xxxx X. Xxx		Authorized officer Xxxxx Xxxxxxxx
	Managing Director		Director

CALYON NEW YORK BRANCH		CALYON NEW YORK BRANCH
By:	/s/ Xxxxxxx X. Xxxxxx	By:	/s/ Page Dillehunt
	Authorized officer		Authorized officer
	Xxxxxxx X. Xxxxxx		Page Dillehunt
	Director		Managing Director

		XXXXXX COMMERCIAL PAPER INC.
		By:	/s/ Xxxxx X. Xxxxxx
			Authorized Officer
			Xxxxx X. Xxxxxx,
			Vice President

		XXXXXXX XXXXX CAPITAL CORPORATION
		By:	/s/ Xxxxx X.X. Xxxxxx
			Authorized officer Xxxxx X.X. Xxxxxx
			Vice President

		MIZUHO CORPORATE BANK, LTD.
		By:	/s/ Xxxx Mo
			Authorized officer
			Name:	Xxxx Mo
			Title:	Senior Vice President

Signature Page to Amendment Agreement


NATIXIS (f.k.a. NATEXIS BANQUES POPULAIRES)
By:	/s/ Xxxxx X. Xxxxxxx, III
	Authorized Officer
	Xxxxx X. Xxxxxxx, III
	Managing Director

By:	/s/ Xxxxxx Xxxxx
	Authorized Officer
	Xxxxxx Xxxxx
	Director

REGIONS BANK
By:	/s/ [ILLEGIBLE]
	Authorized Officer

ROYAL BANK OF CANADA
By:	/s/ [ILLEGIBLE]
	Authorized Officer

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., HOUSTON AGENCY
By:	/s/ Xxxxxx Xxxxxxxxx V.P.
	Authorized Officer Xxxxxx Xxxxxxxxx V.P.

By:	/s/ Xxx Fort, V.P.
	Authorized Officer Xxx Fort, V.P.

TORONTO DOMINION (TEXAS) LLC
By:	/s/ Xxxxx X. Xxxxx
	Authorized Officer
	XXXXX X. XXXXX AUTHORIZED SIGNATORY

WACHOVIA BANK, N.A.
By:	/s/ Xxxx Xxxxxxxxx
	Authorized Officer
	Name:	Xxxx Xxxxxxxxx
	Title:	Vice President

WESTLB AG, NEW YORK BRANCH
By:	/s/ Xxxxxx Xxxxxxxxx
	Authorized Officer
	XXXXXX XXXXXXXXX
	EXECUTIVE DIRECTOR

By:	/s/ Xxxxxx X. Xxxxxx
	Authorized Officer
	XXXXXX X. XXXXXX
	MANAGING DIRECTOR

Signature Page to Amendment Agreement

ACKNOWLEDGMENT AND CONSENT

To induce the Agent, the Issuing Banks and the Banks to execute the foregoing Amendment, each undersigned Credit Party hereby (a) consents to the execution, delivery and performance of such Amendment Agreement, (b) agrees that (1) neither any Credit Document executed by it nor any obligation of any of the undersigned nor any right or remedy of the Agent, any Issuing Bank or any Bank with respect to any undersigned Credit Party is released or impaired by such Amendment, and (2) this acknowledgment and consent shall not be construed as requiring the consent or agreement of any undersigned Credit Party in any circumstance, and (c) ratifies and confirms all provisions of the Credit Documents executed by it.


THE XXXXXXXX COMPANIES, INC.
By:	/s/ Xxxxxx X. Sailor
	Name:	Xxxxxx X. Sailor
	Title:	Vice President & Treasurer

XXXXXXXX GAS PIPELINE COMPANY, LLC
By:	/s/ Xxxxxx X. Sailor
	Name:	Xxxxxx X. Sailor
	Title:	Assistant Treasurer

Signature Page to Acknowledgment and Consent

SCHEDULE IV

Applicable Commitment Fee and Applicable Margins

Pricing is based upon the lower rating from S&P and Xxxxx’x with respect to the relevant Borrower’s senior unsecured long-term debt; provided that if a Borrower’s rating is BB- or higher from S&P and Ba3 or higher from Xxxxx’x and there is a split between the two ratings, the pricing for such Borrower will be based on (i) if the split is one subgrade, the higher rating and (ii) if the split is more than one subgrade, the rating that is one subgrade below the higher rating. For the avoidance of doubt (x) if there is a split between Level I and Level III, then Level I shall apply and (y) if the applicable Borrower’s rating is BB-or higher from S&P and Ba3 or higher from Xxxxx’x and if there is a split between Level I and Level IV, V or VI, then Level III shall apply. Each Borrower’s pricing is based on its own ratings. All amounts are in basis points (1/100%) per annum.


	Level I		Level II		Level III		Level IV		Level V		Level VI
	BBB or Baa2		BBB- and		BBB- or		BB+ or		BB or		BB- or Ba3
	or Xxxxxx		Xxx0		Xxx0		Xx0		Xx0		or Lower
Applicable Commitment Fee Rate:		9.0		11.0		12.5		20.0		25.0		30.0

Applicable Margin (for Eurodollar Rate Advances):		45.0		60.0		75.0		100.0		125.0		150.0

Applicable Margin (for Base Rate Advances):		0		0		0		0		25.0		50.0

Schedule IV

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AMENDMENT AGREEMENT

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