SECOND AMENDMENT TO CREDIT AGREEMENT
THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this "AMENDMENT") is entered into as of
July 31, 2001, among WILLIAMS OLP, L.P., a Delaware limited partnership ("BORROWER"), the
undersigned Guarantors ("GUARANTORS"), BANK OF AMERICA, N.A., as Administrative Agent (the
"ADMINISTRATIVE AGENT") for the Lenders under the Credit Agreement hereinafter referenced, and the
Lenders (as defined in the Credit Agreement) party hereto.
Reference is made to the Credit Agreement dated as of February 6, 2001 (the "CREDIT AGREEMENT")
among Borrower, Administrative Agent, Lehman Commercial Paper, Inc., as Syndication Agent, SunTrust Bank
as Documentation Agent, and the Lenders party thereto, as amended by that certain First Amendment to Credit
Agreement dated as of July 31, 2001. Unless otherwise defined in this Amendment, capitalized terms used herein
shall have the meaning set forth in the Credit Agreement; all Section and Schedule references herein are to
Sections and Schedules in the Credit Agreement; and all Paragraph references herein are to Paragraphs in this
A. Borrower has requested that the Lenders agree to amend certain provisions of the Credit Agreement, as
herein set forth, in order to increase the Revolver Commitment by increasing the Acquisition Subfacility
Commitment by $25,000,000.
B. Additionally, Borrower has requested a modification of the definition of Consolidated Net Income which
would cap general and administrative expenses at $1,500,000 for each quarter prior to the second quarter of
2001 for purposes of calculating the Interest Coverage Ratio, the Leverage Ratio and the Applicable Rate.
C. Subject to the terms and conditions of this Amendment, the Lenders are willing to agree to such amendments.
Accordingly, for adequate and sufficient consideration, the parties hereto agree, as follows:
PARAGRAPH 1. AMENDMENTS.
(a) The definition of "ACQUISITION SUBFACILITY COMMITMENT" is amende