<DOCUMENT>
<TYPE>EX-10.(X)
<SEQUENCE>15
<FILENAME>d93687ex10-x.txt
<DESCRIPTION>AGREEMENT OF PURCHASE AND SALE DATED 9/13/01
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(x)


================================================================================



                         AGREEMENT OF PURCHASE AND SALE


                                      AMONG


                        WILLIAMS TECHNOLOGY CENTER, LLC,
                                   as Seller,

                     WILLIAMS HEADQUARTERS BUILDING COMPANY,
                                  as Purchaser,

                                       and

                          WILLIAMS COMMUNICATIONS, LLC,
                                  as Guarantor


                            EXECUTED EFFECTIVE AS OF
                               SEPTEMBER 13, 2001


================================================================================



<PAGE>

                                TABLE OF CONTENTS
<Table>
<Caption>
                                                                                                   Page
                                                                                                   ----
<S>               <C>                                                                              <C>
                                               ARTICLE I

                                              DEFINITIONS

Section 1.01.     Definitions........................................................................2
Section 1.02.     References.........................................................................67

                                              ARTICLE II

                                    AGREEMENT OF PURCHASE AND SALE

Section 2.01.     Agreement..........................................................................7

                                              ARTICLE III

                                             CONSIDERATION

Section 3.01.     Purchase Price.....................................................................7
Section 3.02.     Agreed Allocation..................................................................7

                                              ARTICLE IV

                                           INDEMNIFICATIONS

Section 4.01.     Seller's Indemnification...........................................................8
Section 4.02.     Purchaser's Indemnification........................................................8
Section 4.03.     Insurance Claims...................................................................8
Section 4.04.     Survival...........................................................................8

                                               ARTICLE V

                                     EVALUATION OF ACQUIRED ASSETS

Section 5.01.     Purchaser's Evaluation.............................................................8

                                              ARTICLE VI

                                       TITLE AND SURVEY MATTERS

Section 6.01.     Title Commitment...................................................................9
Section 6.02.     Survey.............................................................................9
</Table>



                                       ii
<PAGE>

<Table>
<S>               <C>                                                                              <C>
                                              ARTICLE VII

                                    REPRESENTATIONS AND WARRANTIES

Section 7.01.     Seller's Representations and Warranties............................................9
Section 7.02.     Purchaser's Representations and Warranties.........................................11
Section 7.03.     Survival...........................................................................11

                                             ARTICLE VIII

                                                CLOSING

Section 8.01.     Conditions to Obligations of Seller................................................11
Section 8.02      Conditions to Obligations of Purchaser.............................................12

                                              ARTICLE IX

                                                CLOSING

Section 9.01.     Closing............................................................................13
Section 9.02.     Seller's Closing Obligations.......................................................13
Section 9.03.     Purchaser's Closing Obligations....................................................14
Section 9.04      Ad Valorem Taxes...................................................................15
Section 9.05.     Closing Costs......................................................................15
Section 9.06.     Documents and Data Access and Delivery.............................................15

                                               ARTICLE X

                                               BROKERAGE

Section 10.01.    Brokers............................................................................15

                                              ARTICLE XI

                                         DEFAULTS AND REMEDIES

Section 11.01.    Default by Seller..................................................................16
Section 11.02.    Default by Purchaser...............................................................16
Section 11.03.    Notice and Cure....................................................................16
Section 11.04     Remedies...........................................................................16

                                              ARTICLE XII

                                                NOTICES

Section 12.01.    Notices............................................................................17
</Table>



                                       iii
<PAGE>

<Table>
<S>               <C>                                                                              <C>
                                             ARTICLE XIII

                     LIMITED SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 13.01.    Survival of Representations, Warranties and Covenants..............................18

                                              ARTICLE XIV

                                             MISCELLANEOUS

Section 14.01.    Waivers............................................................................18
Section 14.02     Recovery of Certain Fees...........................................................18
Section 14.03     Time of Essence....................................................................18
Section 14.04.    Construction.......................................................................18
Section 14.05.    Counterparts.......................................................................19
Section 14.06.    Severability.......................................................................19
Section 14.07.    Entire Agreement...................................................................19
Section 14.08.    Governing Law......................................................................19
Section 14.09.    No Recording.......................................................................19
Section 14.10     No Merger..........................................................................19

                                              ARTICLE XV

                                   CONSTRUCTION COMPLETION AGREEMENT

Section 15.01.    Survival...........................................................................20
</Table>



                                       iv
<PAGE>

                         LIST OF EXHIBITS AND SCHEDULES


SCHEDULE I        Form of Deed to Real Property and Improvements
SCHEDULE II       Form of Non-Foreign Entity Certification
SCHEDULE III      Form of Bill of Sale and Assignment
SCHEDULE IV       Form of Easement for Backup Generation Facility
SCHEDULE V        Form of Master Lease

EXHIBIT A         Center Parcel
EXHIBIT B         Central Plant Space
EXHIBIT C         Litigation and Claims
EXHIBIT D         Parking Garage Parcel
EXHIBIT E         Cooling Tower Parcel
EXHIBIT F         Title Commitment and Title Objections
EXHIBIT G         Agreed Allocation
EXHIBIT H         Ancillary Contracts



                                        v
<PAGE>

                         AGREEMENT OF PURCHASE AND SALE


         THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement") is entered into
and effective for all purposes as of Effective Date as hereinbelow defined, by
and among WILLIAMS TECHNOLOGY CENTER, LLC, a Delaware limited liability company
(the "Seller"), WILLIAMS COMMUNICATIONS, LLC, a Delaware limited liability
company (the ("Guarantor" or "WCLLC"), and WILLIAMS HEADQUARTERS BUILDING
COMPANY, a Delaware corporation (the "Purchaser").

                                    RECITALS

         A. Seller is the owner of the partially completed office building and
related facilities presently under construction in Tulsa, Oklahoma, commonly
known as the Williams Technology Center, which constitutes the Improvements
Under Construction as hereinbelow defined.

         B. Seller desires to sell to Purchaser, and Purchaser desires to
purchase from Seller the Improvements Under Construction, the Real Property and
the other Acquired Assets each as hereinbelow defined, and to enter into
agreements relating to the construction, management and operation of the
foregoing.

         C. In order to induce Purchaser to enter into the transaction
contemplated herein, Guarantor desires to guaranty the performance by Seller of
all of the duties and obligations set forth in this Agreement.

         D. Upon Closing, Purchaser desires to lease to Seller, and Seller
desires to lease from Purchaser, the Real Property, Improvements and other
Acquired Assets pursuant to the terms, covenants, and conditions of the Master
Lease as herein below defined.

         E. The parties understand that (i) the construction of the Improvements
Under Construction will not be completed until some time after the Closing Date,
and (ii) certain portions of the Personal Property as hereinbelow defined will
not be acquired by Seller until after the Closing Date but notwithstanding such
fact, Seller desires that such after-acquired Personal Property is to be the
subject of the transfers as contemplated by this Agreement, as specifically
transferred by the Bill of Sale as hereinbelow defined.

         IN CONSIDERATION of the foregoing, the mutual promises, covenants and
agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



                                       1
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01. Definitions. For purposes of this Agreement, capitalized
terms used herein and not otherwise defined herein shall have the meanings
ascribed to such terms in this Section 1.01:

         Acquired Assets. The term "Acquired Assets" shall mean collectively the
         fee simple title to the Real Property and the Improvements, including
         but not limited to the Improvements Under Construction; all contract
         rights, air rights, easements, privileges, servitudes, appurtenances
         and other rights belonging to or inuring to the benefit of Seller and
         pertaining to the Real Property and Improvements; all documents,
         specifications and plans related to the Real Property and Improvements;
         all licenses, permits, building permits, certificates of occupancy,
         approvals, governmental orders, resolutions, dedications, subdivision
         maps and entitlements issued, approved or granted by any of the
         Authorities in connection with the Real Property and Improvements or
         the construction thereof, together with all renewals and modifications
         thereof; all other rights, titles, interests, privileges and
         appurtenances related to and used exclusively in connection with the
         ownership, construction, use, operation or management of the Real
         Property and Improvements, as specifically described in this Agreement;
         and all Personal Property.

         Agreed Allocation. The term "Agreed Allocation" shall have the meaning
         ascribed to such term in Section 3.02.

         Aircraft Transaction. The term "Aircraft Transaction" shall mean
         collectively, the transactions set forth in (i) the three (3) Aircraft
         Dry Leases to be between Williams Communications Aircraft, LLC, a
         Delaware limited liability company ("WC Aircraft"), as Lessor, and
         WCLLC, as Lessee, covering the aircraft described therein, and (ii) the
         Membership Interest Purchase Agreement to be between Williams Aircraft,
         Inc., a Delaware corporation, as Buyer, and WCLLC, as Seller, covering
         all of the membership interests in WC Aircraft.

         Ancillary Contracts. The term "Ancillary Contracts" shall mean
         collectively the agreements set forth on EXHIBIT H.

         Authorities. The term "Authorities" shall mean collectively the various
         governmental and quasi-governmental bodies or agencies having
         jurisdiction over the asset, entity or matter in question.

         Best Knowledge. The term "Best Knowledge" shall mean the knowledge of
         the party in question's current employees who, in the normal scope of
         their employment, would have knowledge of the subject matter in
         question.



                                       2
<PAGE>

         Bill of Sale. The term "Bill of Sale" shall mean the Bill of Sale and
         Assignment covering all of the Personal Property, to be executed by
         Seller in favor of Purchaser in the form of SCHEDULE III.

         BOK Tower. The term "BOK Tower" shall mean the multi-story office
         building owned by Purchaser located immediately to the west of the
         Center.

         Business Day. The term "Business Day" shall mean any day other than a
         Saturday, Sunday or nationally recognized holiday.

         Center. The term "Center" shall mean the structure currently under
         construction on the Center Parcel.

         Center Parcel. The term "Center Parcel" shall mean that portion of the
         Real Property more particularly described in EXHIBIT A, which shall
         include the air rights associated with the Skywalk .

         Central Plant. The term "Central Plant" shall mean the equipment,
         fixtures, piping, wiring, machinery, and all other items of personal
         property comprising the plant for chilled and hot water production and
         circulation, and electricity generation and transmission, currently
         being constructed in the basement of the Center in the Central Plant
         Space and on the Cooling Tower Parcel.

         Central Plant Space. The term "Central Plant Space" shall mean that
         portion of the basement of the Center set forth on EXHIBIT B.

         Central Plant Lease. The term "Central Plant Lease" shall have the
         meaning ascribed to such term on Exhibit H.

         Closing. The term "Closing" shall mean the consummation of the purchase
         and sale of the Acquired Assets contemplated by this Agreement.

         Closing Date. The term "Closing Date" shall mean the date on which the
         Closing occurs, which date shall be no later than September 13, 2001.

         Closing Surviving Obligations. The term "Closing Surviving Obligations"
         shall mean collectively the rights, liabilities and obligations set
         forth in Sections 3.02, 6.01, 6.02, 10.01, 11.03, 11.04, 13.01 and
         14.02, and Articles IV and VII, which are specifically designated as
         surviving the Closing.

         Construction Completion. The term "Construction Completion" shall have
         the meaning ascribed to such term in the Construction Completion
         Agreement.

         Construction Completion Agreement. The term "Construction Completion
         Agreement" shall mean that certain Agreement of Purchase and Sale and
         Construction Completion



                                       3
<PAGE>

         dated February 26, 2001, between Purchaser, as Seller, and WCLLC, as
         Purchaser, covering the Acquired Assets and the completion of
         construction of portions thereof.

         Cooling Tower Parcel. The term "Cooling Tower Parcel" shall mean the
         real property upon which the cooling towers relating to the Central
         Plant are located, as described on Exhibit E.

         Credit Agreement. The term "Credit Agreement" shall mean the Amended
         and Restated Credit Agreement dated as of September 8, 1999, among
         Williams Communications Group, Inc., a Delaware corporation, WCLLC,
         Bank of America, N.A., The Chase Manhattan Bank, and other parties.

         Data. The term "Data" shall have the meaning ascribed to such term in
         the Construction Completion Agreement.

         Declaration. The term "Declaration" shall mean that certain Declaration
         of Reciprocal Easements with Covenants and Restrictions dated February
         26, 2001, executed by Purchase and Seller, recorded in Book 6521 at
         Page 2670 of the records of the County Clerk of Tulsa, Oklahoma.

         Deed. The term "Deed" shall mean the General Warranty Deed covering the
         Real Property, the Improvements Under Construction and all of Seller's
         right, title and interest in and to and the Skywalk, specifically
         excluding however, all interest in and to the Central Plant which is
         currently owned by Purchaser, to be executed by Seller in favor of
         Purchaser or Purchaser's Designee, in the form of SCHEDULE I.

         Documents. The term "Documents" shall mean the following types of
         information relating to the Acquired Assets, maintained in any format:
         (i) all documents that are referenced and/or incorporated in any of the
         contracts; (ii) all financial data, including but not limited to
         records, statements, and invoices; (iii) physical inspections, studies
         or reports; (iv) appraisals; (v) surveys; and (vi) policies and/or
         commitments of title insurance; (vii) relevant correspondence;
         provided, however, items (i) through (vii) hereinabove do not include
         any software owned by any management company or any information in the
         possession or control of any such management company which is
         integrated with other information not related to any of the Acquired
         Assets so long as such information related to the Acquired Assets is
         either separately provided to Purchaser in another form, or provided as
         part of other information under this Agreement.

         Easement for Backup Generation Facility. The term " Easement for Backup
         Generation Facility " shall mean the easement in form of SCHEDULE IV,
         in which Purchaser shall grant to Seller, certain easement rights to
         locate Seller's backup electrical generation equipment.

         Effective Date. The term "Effective Date" shall mean September 13,
         2001.



                                       4
<PAGE>

         Equipment Purchase Agreement. The term "Equipment Purchase Agreement"
         shall have the meaning ascribed to such term in the Construction
         Completion Agreement.

         Governmental Regulations. The term "Governmental Regulations" shall
         mean collectively all laws, ordinances, rules and regulations of the
         Authorities applicable to Seller or any of its businesses or operations
         (or any portion thereof), or to the use, ownership, possession,
         operation, management or construction of the Acquired Assets or any
         portion thereof.

         Guaranty. The term "Guaranty" shall mean the Guaranty to be executed by
         Guarantor, as described in the Master Lease.

         Improvements. The term "Improvements" shall mean collectively all
         buildings, structures, fixtures, facilities, parking structures and
         areas, and other improvements located or to be located on or connected
         with the Real Property or the Skywalk, and which shall include without
         limitation the Improvements Under Construction.

         Improvements Under Construction. The term "Improvements Under
         Construction" shall mean collectively the Center, the Skywalk and the
         Parking Garage.

         Initialed Title Commitment. The term "Initialed Title Commitment" shall
         have the meaning ascribed to such term in Section 9.02 (f).

         Insured Property. The term "Insured Property" shall have the meaning
         ascribed to such term in Section 6.01.

         La Petite Lease. The term "La Petite Lease" shall mean that certain
         Ground Lease with Construction by Tenant between Williams Realty Corp.
         (now Williams Headquarters Building Company), as Landlord and La Petite
         Academy, Inc., as Tenant, dated July 22, 1987, as amended by that
         certain First Amendment to Lease Agreement dated February 28, 1989.

         La Petite Parcel. The term "La Petite Parcel" shall mean the real
         property covered by the La Petite Lease.

         Management Agreement. The term "Management Agreement" shall have the
         meaning ascribed to such term on Exhibit H.

         Master Lease. The term "Master Lease" shall mean the Master Lease to be
         executed by Purchaser, as Landlord, and Seller, as Tenant, covering the
         Real Property and Improvements in form of SCHEDULE V.

         Non-Foreign Entity Certification. The term "Non-Foreign Entity
         Certification" shall have the meaning ascribed to such term in Section
         9.02(d).



                                       5
<PAGE>

         Parking Garage. The term "Parking Garage" shall mean the structure
         currently under construction on the Parking Garage Parcel.

         Parking Garage Parcel. The term "Parking Garage Parcel" shall mean that
         portion of the Real Property more particularly described in EXHIBIT D,
         which includes without limitation, the La Petite Parcel.

         Permitted Exceptions. The term "Permitted Exceptions" shall have the
         meaning ascribed to such term in Section 6.01.

         Personal Property. The term "Personal Property" shall mean collectively
         all of the tangible and intangible personal property constituting a
         portion of the Acquired Assets, including without limitation, the
         Category 1 FF&E and Category 2 FF&E, each as defined in the Master
         Lease.

         Purchase Price. The term "Purchase Price" shall have the meaning
         ascribed to such term in Section 3.01.

         Purchaser's Affiliate. The term "Purchaser's Affiliate" shall mean an
         entity (i) that is Purchaser's parent organization, or a wholly owned
         subsidiary of Purchaser; or (ii) that acquires all or substantially all
         of the assets or capital stock of Purchaser; or (iii) of which
         Purchaser owns in excess of fifty percent (50%) of the outstanding
         capital stock; or (iv) that as a result of the consolidation or merger
         with Purchaser and/or Purchaser's parent organization, shall own all of
         the capital stock of Purchaser or Purchaser's parent corporation.

         Real Property. The term "Real Property" shall mean the Center Parcel
         and the Parking Garage Parcel.

         Skywalk. The term "Skywalk" shall mean an elevated pedestrian bridge
         and support structure, connecting the Parking Garage to the Center over
         a portion of South Cincinnati Avenue and a portion of East First
         Street, Tulsa, Oklahoma, that is approximately twenty-seven (27) feet
         above the driving lanes of such streets, together with the air rights
         for the three (3) dimensional space within which it is to be suspended.

         Surveys. The term "Surveys" shall have the meaning ascribed to such
         term in Section 6.02.

         Title Commitment. The term "Title Commitment" shall mean the Commitment
         for Title Insurance dated July 2, 2001, No. E-134132-A, issued by the
         Title Company on behalf of Lawyers Title Insurance Corporation, more
         particularly described on EXHIBIT F.

         Title Company. The term "Title Company" shall mean Guaranty Abstract
         Company of Tulsa, Oklahoma, or such other title company satisfactory to
         Purchaser.



                                       6
<PAGE>

         Title Policy. The term "Title Policy" shall mean the ALTA Form B
         owner's title insurance policy or policies, with standard and printed
         exceptions deleted (excepting survey coverage) and providing lien
         coverage, to be issued based upon the Title Commitment.

         Utility Services Agreement. The term "Utility Services Agreement" shall
         have the meaning ascribed to such term on Exhibit H.

         SECTION 1.02. References. Except as otherwise specifically indicated,
all references in this Agreement to Articles or Sections refer to Articles or
Sections of this Agreement, and all references to Exhibits or Schedules refer to
Exhibits or Schedules attached hereto all of which are hereby incorporated
herein by this reference for all purposes. The words "herein," "hereof,"
"hereinafter," "hereunder" and words and phrases of similar import refer to this
Agreement as a whole and not to any particular Section or Article.

                                   ARTICLE II

                         AGREEMENT OF PURCHASE AND SALE

         SECTION 2.01. Agreement. For payment of the Purchase Price in
accordance with Section 3.01, and in consideration of all of the other terms,
covenants and conditions set forth in this Agreement, Seller hereby agrees to
sell, transfer, convey, assign, and deliver to Purchaser or Purchaser's
Affiliate and Purchaser hereby agrees to purchase, acquire and accept from
Seller, the Acquired Assets (but as to any Licenses and Permits comprising part
of the Acquired Assets, only to the extent assignable).

                                   ARTICLE III

                                  CONSIDERATION

         SECTION 3.01. Purchase Price. The Purchase Price (the "Purchase Price")
for the Acquired Assets shall be the sum of Two Hundred Forty-Five Million and
No/100 Dollars ($245,000,000.00), shall be paid by Purchaser to Seller at
Closing, in immediately available funds.

         SECTION 3.02. Agreed Allocation. The parties hereto agree that the fair
market value allocation of the Purchase Price among the Acquired Assets (the
"Agreed Allocation"), is as set forth on EXHIBIT G. The provisions of this
Section 3.02 shall survive the Closing without limitation.



                                       7
<PAGE>

                                   ARTICLE IV

                                INDEMNIFICATIONS

         SECTION 4.01 Seller's Indemnification. Subject to the obligations of
Purchaser under (i) the agreements to be executed between the parties hereto
pursuant to Article XVI, and (ii) the Construction Completion Agreement, Seller
hereby agrees to defend, indemnify and hold harmless Purchaser and its parent,
subsidiaries and affiliated companies, and Purchaser's stockholders, directors,
officers, employees and agents, of and from any loss, cost, claim and liability
relating to:

                  (a) any inaccuracy or breach by Seller of any representation
         or warranty set forth in Section 7.01; or

                  (b) any claims made by any third parties for any damages,
         physical injury or loss of life occurring on or about the Real Property
         and Improvements including without limitation, any environmental
         claims, arising during Seller's ownership thereof.

         SECTION 4.02. Purchaser's Indemnification. Subject to the obligations
of Seller under (i) the agreements to be executed between the parties hereto
pursuant to Article XVI, and (ii) the Construction Completion Agreement,
Purchaser hereby agrees to defend, indemnify and hold harmless Seller and its
parent, subsidiaries and affiliated companies, and Seller's members, managers,
directors, officers, employees and agents, of and from any loss, cost, claim and
liability relating to:

                  (a) any inaccuracy or breach by Purchaser of any
         representation or warranty set forth in Section 7.02.

         SECTION 4.03. Insurance Claims. In the event any Purchaser or Seller
shall suffer any claim or loss for which it is entitled to indemnification under
this Article IV, the indemnifying parties shall use their best efforts, which
shall include without limitation, the ascertaining and establishing of insurance
coverage for such claim or loss, to pursue such claim and to collect under all
applicable insurance policies maintained by or on behalf of the indemnifying
party.

         SECTION 4.04. Survival. The provisions of this Article IV shall survive
the Closing without limitation.

                                    ARTICLE V

                          EVALUATION OF ACQUIRED ASSETS

         SECTION 5.01. Purchaser's Evaluation. Purchaser has familiarized itself
with respect to the Acquired Assets and subject to the specific warranties,
representations and



                                       8
<PAGE>

covenants of Seller contained in this Agreement, Purchaser accepts the Acquired
Assets on an "as-is" basis, with the understanding that Seller has not and is
not making any warranties or representations of any kind whatsoever, except as
set forth herein and in the Construction Completion Agreement.

                                   ARTICLE VI

                            TITLE AND SURVEY MATTERS

         SECTION 6.01. Title Insurance. Purchaser has previously obtained the
Title Commitment which contains the commitment to issue the Title Policy to
insure marketable title in Purchaser with respect to the Real Property, the
Center, the Parking Garage and the Skywalk (collectively the "Insured
Property"), together with copies of all documents and other matters listed as
exceptions therein. Purchaser hereby waives objection to all exceptions listed
in the Title Commitment (the "Permitted Exceptions"), except for those specific
exceptions which should be deleted by Title Company upon presentment of a
possession affidavit as to the non-existence as of the Closing Date of any
tenants of any portion of the Real Property or the Improvements, executed by
Seller.

         SECTION 6.02. Surveys. Pursuant to the Construction Completion
Agreement, Purchaser shall obtain for Purchaser's own use, and provide to
Seller, certified "as built" ALTA surveys of the Real Property and the
Improvements Under Construction (duly certified as of a recent date by an
Oklahoma licensed surveyor and in form acceptable to Purchaser and the Title
Company) showing all easements, restrictions and rights-of-way relating thereto
(the "Surveys").

                                   ARTICLE VII

                         REPRESENTATIONS AND WARRANTIES

         SECTION 7.01. Seller's Representations and Warranties. Subject to the
limitations on survival set forth in Article XIII of this Agreement, Seller, to
its Best Knowledge represents and warrants to Purchaser the following as of the
Closing Date:

                  (a) Status. Seller is a limited liability company duly
         organized and validly existing under the laws of the State of Delaware,
         and is duly qualified to do business in the State of Oklahoma.

                  (b) Authority. The execution and delivery of this Agreement
         and the performance by Seller of its obligations hereunder have been
         duly authorized by all necessary action on the part of Seller, and this
         Agreement constitutes the legal, valid and binding obligation of
         Seller, enforceable in accordance with its terms.

                  (c) Consents. No consent, waiver, approval or authorization is
         required from any person or entity (which has not already been obtained
         and delivered to



                                       9
<PAGE>

         Purchaser or which will be given on or before Closing) in connection
         with the execution and delivery of this Agreement by Seller, or the
         performance by Seller of the obligations contemplated hereby.

                  (d) Non-Foreign Entity. Seller is not a "foreign person" or
         "foreign corporation" as those terms are defined in the Internal
         Revenue Code, as amended, and the regulations promulgated thereunder.

                  (e) No Governmental Consent Required. No order, license,
         consent, permit, authorization or approval of, or exemption by, or the
         giving of notice to, or the registration with or the taking of any
         other action with respect to any Authorities, and no filing, recording,
         publication or registration in any public office or any other place is
         required or necessary to authorize the execution, delivery and
         performance by Seller of this Agreement or any related documents to
         which it is a party.

                  (f) No Conflicts, etc. The execution, delivery and performance
         by Seller of this Agreement and any related document to which Seller is
         a party, shall not conflict with or result in any breach of, or
         constitute a default or result in the creation of a lien under, the
         certificate of incorporation (or other charter document), or bylaws of
         Seller, or any law or judgment or, assuming that the required consents
         are obtained, any permit held by Seller, or any loan document, lease or
         contract to which Seller is a party or by which Seller is bound or any
         of its assets is subject.

                  (g) Legal Matters. Seller is not in breach, default or
         violation of any provision of any of its certificate of formation or
         bylaws, or any applicable law or judgment, which has or will have any
         material, adverse effect on the transactions contemplated by this
         Agreement. Furthermore:

                                    (i) Except as set forth on EXHIBIT C, there
                  is no claim or litigation pending or threatened to which
                  Seller is a party, or which Seller is threatened to be made a
                  party or to which any portion of the Acquired Assets is
                  subject, or is threatened to be made subject, that would have
                  a material, adverse effect on the Acquired Assets, and there
                  is no litigation pending to which Seller is a party, or
                  threatened to be made a party which seeks to restrain, enjoin,
                  prevent the consummation of, or otherwise challenge this
                  Agreement or any of the related documents, or any of the
                  transactions contemplated hereby, or which seeks to recover
                  damages in connection therewith; and

                                    (ii) Seller is not bound or adversely
                  affected by any unexecuted and unsatisfied judgment rendered
                  against Seller which would materially, adversely affect any of
                  the Acquired Assets.

                  (h) Improvements Under Construction and Real Property. The
         Improvements Under Construction and the Real Property are free and
         clear of all liens, claims and encumbrances, except as may be
         specifically set forth in the Permitted Exceptions.



                                       10
<PAGE>

                  (i) Condemnation Actions and Assessments. There are not
         presently pending or threatened any condemnation, eminent domain or
         other actions, or assessed any special assessments of any nature with
         respect to the Acquired Assets or any material part thereof, and Seller
         has not received any notice of, nor does Seller have any knowledge with
         respect to, any such condemnation, eminent domain or other actions, or
         special assessments.

         SECTION 7.02. Purchaser's Representations and Warranties. The following
constitutes the representations and warranties of Purchaser subject to the
limitations of survival set forth in Article XIII of this Agreement. Purchaser,
to its Best Knowledge, represents and warrants to Seller the following as of the
Closing Date:

                  (a) Status. Purchaser is a corporation duly organized and
         validly existing under the laws of the State of Delaware, and is duly
         qualified to do business in the State of Oklahoma.

                  (b) Authority. The execution and delivery of this Agreement
         and the performance by Purchaser of its obligations hereunder have been
         duly authorized by all necessary action on the part of Purchaser. This
         Agreement has been duly authorized, executed and delivered by
         Purchaser.

                  (c) Consents. No consent, waiver, approval or authorization is
         required from any person or entity (that has not already been obtained)
         in connection with the execution and delivery of this Agreement by
         Purchaser or the performance by Purchaser of the transactions
         contemplated hereby.

                  (d) No Governmental Consent Required. No order, license,
         consent, permit, authorization or approval of, or exemption by, or the
         giving of notice to, or the registration with or the taking of any
         other action with respect to any Authorities, and no filing, recording,
         publication or registration in any public office or any other place is
         required or necessary to authorize the execution, delivery and
         performance by Purchaser of this Agreement or any related documents to
         which Purchaser is a party.

         SECTION 7.03. Survival. All the representations and warranties of
Seller and Purchaser set forth hereinabove in this Article VII, shall survive
the Closing subject to the limitations set forth in Article VIII hereinbelow.

                                  ARTICLE VIII

                               CLOSING CONDITIONS

         SECTION 8.01. Conditions to Obligations of Seller. The obligations of
Seller to consummate the sale contemplated hereby shall be subject to the
satisfaction of the following



                                       11
<PAGE>

conditions on or before the Closing Date, except to the extent that any of such
conditions may be and have been waived by Seller:

                  (a) Representations, Warranties, Covenants and Closing
         Obligations of Purchasers. All representations and warranties of
         Purchaser in this Agreement shall be true and correct as of the Closing
         Date, and Purchaser shall have performed and complied with, at or prior
         to the Closing Date, all covenants and agreements required by this
         Agreement to be performed or complied with by Purchaser and shall have
         furnished each item required to be furnished by them at Closing;

                  (b) No Orders. No order, writ, injunction or decree shall have
         been entered and be in effect by any court of competent jurisdiction or
         any Authorities, and no statute, rule, regulation or other requirement
         shall have been promulgated or enacted and be in effect, that
         restrains, enjoins or invalidates the transactions contemplated hereby;
         and

                  (c) No Suits. No suit or other proceeding shall be pending or
         threatened by any third party not affiliated with or acting at the
         request of Seller before any court or any Authorities seeking to
         restrain, prohibit or declare illegal, or seeking damages against
         Seller or any of its affiliates in connection with, the transactions
         contemplated by this Agreement.

         SECTION 8.02. Conditions to Obligations of Purchaser. The obligations
of Purchaser to consummate the sale contemplated hereby shall be subject to and
conditioned upon the satisfaction of the following conditions on or before the
Closing Date, except to the extent that any of such conditions may be and have
been waived by Purchaser:

                  (a) Representations, Warranties, Covenants and Closing
         Obligations of Seller. All representations and warranties of Seller in
         this Agreement shall be true and correct as of the Closing Date, and
         Seller shall have performed and complied with, prior to the Closing
         Date, all covenants and agreements required by this Agreement to be
         performed or complied with by Seller, and shall have furnished each
         item required to be furnished by it at Closing;

                  (b) No Orders. No order, writ, injunction or decree shall have
         been entered and be in effect by any court of competent jurisdiction or
         any Authorities, and no statute, rule, regulation or other requirement
         shall have been promulgated or enacted and be in effect, that
         restrains, enjoins or invalidates the transactions contemplated hereby
         or materially, adversely affects the value of the Acquired Assets; and

                  (c) No Suits. No suit or other proceeding shall be pending or
         threatened by any third party not affiliated with or acting at the
         request of Purchaser, before any court or Authorities seeking to
         restrain, prohibit or declare illegal, or seeking damages against
         Purchaser in connection with, the transactions contemplated by this
         Agreement.



                                       12
<PAGE>

                  (d) Aircraft Transaction. All of the documents related to the
         Aircraft Transaction shall have been executed and entered into
         effective as of the Closing Date.

                  (e) Credit Agreement. Bank of America, N.A., and any other
         required Lenders as defined in the Credit Agreement, shall have
         executed the following, all in form and substance satisfactory to
         Purchaser in all respects: (i) a waiver and release of lien relating to
         any claim or interest of any of the Lenders (as defined therein), in
         any of the Acquired Assets pursuant to the Credit Agreement; (ii) an
         Intercreditor Agreement; and (iii) the consent of the Lenders to all of
         the transactions contemplated by this Agreement and the Aircraft
         Transaction (collectively the "BOA Documents").

                  (f) Master Lease. The Master Lease, together with all
         documents to be executed as contemplated therein, shall have been
         executed and entered into effective as of the Closing Date.

                                   ARTICLE IX

                                     CLOSING

         SECTION 9.01. Closing. The Closing of the transactions contemplated
herein shall occur on the Closing Date. At Closing, the events set forth in this
Article IX shall occur, it being understood that the performance or tender of
performance of all matters set forth in this Article IX are mutually concurrent
conditions.

         SECTION 9.02. Seller's Closing Obligations. At Closing, Seller and
Guarantor shall deliver or cause to be delivered to Purchaser the following:

                  (a) The duly executed (and acknowledged where provided) Deed
         and Bill of Sale;

                  (b) Duly executed members' resolutions or other documentation
         of Seller, in form and substance reasonably satisfactory to Purchaser,
         authorizing the execution and performance of this Agreement by Seller;

                  (c) Evidence reasonably satisfactory to Purchaser and the
         Title Company that the persons executing the Closing documents on
         behalf of Seller have full right, power and authority to do so;

                  (d) A duly executed certificate (the "Non-Foreign Entity
         Certification") certifying that Seller is not a "foreign person" as
         defined in Section 1445 of the Internal Revenue Code of 1986, as
         amended, in the form of SCHEDULE II;

                  (e) Possession of the Acquired Assets, subject to the
         Permitted Exceptions;



                                       13
<PAGE>

                  (f) The Title Commitment, marked and initialed by a
         representative of the Title Company, in form satisfactory to Purchaser
         (the "Initialed Title Commitment");

                  (g) The duly executed Master Lease and the Memorandum of Lease
         in recordable form as required therein;

                  (h) The duly executed Guaranty;

                  (i) A sufficient number of duly executed UCC-1 Financing
         Statements and a UCC-3 Termination Statement, both in form and
         substance satisfactory to Purchaser, as contemplated by the Master
         Lease;

                  (j) The following duly executed amendments to the Ancillary
         Contracts, all as defined on EXHIBIT H, as specified: (i) First
         Amendment to Management Agreement; (ii) First Amendment to Central
         Plant Lease; and (iii) First Amendment to Utility Services Agreement
         (collectively the "Ancillary Contracts Amendments");

                  (k) The duly executed Third Amendment to Construction
         Completion Agreement;

                  (l) An opinion of Seller's counsel in form and substance
         satisfactory to Purchaser covering, among other matters, the
         enforceability of the Master Lease; and

                  (m) A certificate of the chief executive officer or chief
         financial officer of Seller to the effect that Seller is in compliance
         with all of the terms and provisions set forth in this Agreement, that
         the representations and warranties of Seller set forth herein are true
         and correct on and as of the Closing Date and that no event of default
         under Section 11.01 has occurred and is continuing or would result from
         the consummation of this transaction.

                  (n) Such other documents and instruments as may be reasonably
         necessary or appropriate in Purchaser's or Title Company's reasonable
         judgment, to effect the consummation of the transactions which are the
         subject of this Agreement.

         SECTION 9.03. Purchaser's Closing Obligations. At Closing, Purchaser
shall deliver or cause to be delivered to Seller the following:

                  (a) The Purchase Price as set forth in Section 3.01;

                  (b) The duly executed Easement for Backup Generation Facility;

                  (c) Evidence reasonably satisfactory to Seller and the Title
         Company that the persons executing the Closing documents on behalf of
         Purchaser have full right, power, and authority to do so;



                                       14
<PAGE>

                  (d) Corporate resolutions or other documentation for Purchaser
         in form and substance reasonably satisfactory to Seller, authorizing
         the execution and performance of this Agreement by Purchaser;

                  (e) The duly executed Master Lease;

                  (f) The duly executed Ancillary Contracts Amendments;

                  (g) The duly executed Third Amendment to Construction
         Completion Agreement; and

                  (h) A certificate of the chief executive officer or chief
         financial officer of Purchaser to the effect that Purchaser is in
         compliance with all of the terms and provisions set forth in this
         Agreement, that the representations and warranties of Purchaser set
         forth herein are true and correct on and as of the Closing Date and
         that no event of default under Section 11.02 has occurred and is
         continuing or would result from the consummation of this transaction.

                  (g) Such other documents and instruments as may be reasonably
         necessary or appropriate in Seller's reasonable judgment, to effect the
         consummation of the transactions which are the subject of this
         Agreement.

         SECTION 9.04. Ad Valorem Taxes. Seller acknowledges and agrees that
Seller shall be solely responsible for all real property and personal property
ad valorem taxes and any annual special assessments relating to the Acquired
Assets for the year 2001.

         SECTION 9.05. Closing Costs. All Closing costs incurred in connection
with the Closing shall be paid by Seller, including without limitation, the fees
and expenses of Purchaser's attorneys and other representatives, and the
Oklahoma Real Estate Mortgage Tax on the Master Lease.

         SECTION 9.06. Documents and Data Access and Delivery. Title to all of
the Documents and Data shall be in Purchaser from and after the Closing Date,
subject to the provisions of Section 11.06 of the Construction Completion
Agreement.

                                    ARTICLE X

                                    BROKERAGE

         SECTION 10.01. Brokers. Both Purchaser and Seller represent to the
other that no real estate brokers', agents' or finders' fees or commissions are
due or shall be due or arise in conjunction with the execution of this Agreement
or consummation of this transaction by reason of the acts of such party, and
Purchaser and Seller shall indemnify and hereby agree to hold the other party
harmless from any of the foregoing fees or commissions claimed by any person



                                       15
<PAGE>

asserting its entitlement thereto at the alleged instigation of the indemnifying
party for or on account of this Agreement or the transactions contemplated
hereby. This Section 10.01 shall survive both any termination of, and the
Closing of this Agreement without limitation.

                                   ARTICLE XI

                              DEFAULTS AND REMEDIES

         SECTION 11.01. Default by Seller. In the event of any default by Seller
under this Agreement, subject to the provisions of Section 11.03, Purchaser may
elect, as its sole and exclusive remedies, to (i) terminate all executory
obligations of the parties under this Agreement, and in such event the parties
hereto shall have no further liability hereunder whatsoever, or (ii) prosecute
an action for specific performance of this Agreement. Notwithstanding the
foregoing, nothing contained herein shall limit Purchaser's remedies at law, in
equity or as herein provided, in the event of a breach by Seller of any of the
Closing Surviving Obligations.

         SECTION 11.02. Default by Purchaser. In the event of any default by
Purchaser under this Agreement, subject to the provisions of Section 11.03,
Seller may elect, as its sole and exclusive remedies, to (i) terminate all
executory obligations of the parties under this Agreement, and in such event the
parties shall have no further liability hereunder whatsoever, or (ii) prosecute
an action for specific performance of this Agreement. Notwithstanding the
foregoing, nothing contained herein shall limit Seller's remedies at law, in
equity or as herein provided, in the event of a breach by Purchaser of any of
the Closing Surviving Obligations.

         SECTION 11.03. Notice and Cure. In the event there is a default by
either Purchaser or Seller under the terms of this Agreement, the nondefaulting
party shall give written notice of such default (with sufficient specificity to
allow the defaulting party to determine the nature and extent of such default
and to the extent possible, the manner in which such default can be remedied),
and a period of thirty (30) days thereafter in which the defaulting party may
cure such default, provided however, with respect to any such cure which by its
nature, can not be accomplished during such period, such period shall be
extended so long as the defaulting party has commenced such cure during such
thirty (30) day period, and thereafter continuously and diligently prosecutes
such cure thereafter. In the event a cure by the defaulting party is
accomplished within such period, the parties shall be restored to their relative
positions prior to the occurrence of such default as if no such default had
taken place. The provisions of this Section 11.03 shall survive the Closing
without limitation.

         SECTION 11.04. Remedies. In the event either Seller or Purchaser
defaults in the performance of any of its respective obligations under the terms
of this Agreement, which default is not cured within the applicable cure period
set forth in Section 11.03, the nondefaulting party shall be entitled to
exercise any and all rights and remedies for such breach it may have under
applicable law, provided however, in no event shall Guarantor be entitled to
declare any default or pursue any rights or remedies against either Seller or
Purchaser based upon any alleged default by either of such parties under this
Agreement.



                                       16
<PAGE>

                                   ARTICLE XII

                                     NOTICES

         SECTION 12.01. Notices. All notices or other communications required or
permitted hereunder shall be in writing, and shall be given either by (a)
personal delivery, (b) professional expedited delivery service with proof of
delivery, (c) telecopy (providing that such telecopy is confirmed by the sender
by expedited delivery service), or (d) certified mail return receipt requested,
and if so given, shall be deemed to have been given either at the time of
personal delivery, or, in the case of expedited delivery service, as of the date
of first attempted delivery at the address or in the manner provided herein, or,
in the case of telecopy, upon receipt or, in the case of certified mail, three
(3) Business Days after posting with the U.S. Postal Service. Unless changed in
accordance with the preceding sentence, the addresses for notices given pursuant
to this Agreement shall be as follows:


         To Purchaser:              Williams Headquarters Building Company
                                    Attn: George D. Shahadi, Vice
                                          President-Corp. Real Estate
                                    One Williams Center, Suite 2200
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/573-4049


         With copy to:              The Williams Companies, Inc.
                                    Attn: Real Estate Counsel
                                    One Williams Center, Suite 4100
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/ 573-4503



         To Seller:                 Williams Technology Center, LLC
                                    Attn: Vice President, Real Estate
                                    One Williams Center, MD-OneOK-6
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/ 573-5614


         To Guarantor:              Williams Communications, LLC
                                    Attn: General Counsel
                                    One Williams Center, Suite 4100
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/ 573-3005



                                       17
<PAGE>

         With copy to:              Williams Communications, LLC
                                    One Technology Center, MD: TC 14X
                                    Tulsa, Oklahoma 74103
                                    Fax No. 918/ 547-1108

                                  ARTICLE XIII

          LIMITED SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

         SECTION 13.01. Survival of Representations, Warranties and Covenants.
Notwithstanding anything else to the contrary contained herein, any and all of
the representations and warranties of Seller and Purchaser set forth in this
Agreement, and the Closing Surviving Obligations (to the extent applicable)
shall survive the Closing without limitation except for those contained in
Article VII which shall survive the Closing for a period twelve (12) months
only.

                                   ARTICLE XIV

                                  MISCELLANEOUS

         SECTION 14.01. Waivers. No waiver of any breach of any covenant or
condition contained herein shall be deemed a waiver of any preceding or
succeeding breach thereof, or of any other covenant or condition contained
herein. No extension of time for performance of any obligation or act shall be
deemed an extension of the time for performance of any other obligation or act.
No waiver shall be effective unless in writing and signed by the waiving party.

         SECTION 14.02. Recovery of Certain Fees. In the event a party hereto
files any action or suit against the other party hereto by reason of any breach
of any of the covenants, agreements or provisions contained in this Agreement,
or initiates any arbitration action pursuant to the provisions of Section 11.04,
the prevailing party shall be entitled to have and recover from the other party
all costs and expenses of the action, suit or arbitration, including actual
reasonable attorneys' fees. The obligations set forth in this Section 14.02
shall survive the Closing and the termination of the executory obligations of
the parties, as contained in this Agreement.

         SECTION 14.03. Time of Essence. Seller and Purchaser hereby acknowledge
and agree that time is strictly of the essence with respect to each and every
term, condition, obligation and provision hereof.

         SECTION 14.04. Construction. Headings at the beginning of each article
and section are solely for the convenience of the parties and are not a part of
this Agreement. Whenever required by the context of this Agreement, the singular
shall include the plural and the masculine shall include the feminine and vice
versa. This Agreement shall not be construed as if it had



                                       18
<PAGE>

been prepared by one of the parties, but rather as if both parties had prepared
the same. All exhibits and schedules referred to in this Agreement are attached
and incorporated by this reference, and any capitalized term used in any exhibit
or schedule which is not defined in such exhibit or schedule shall have the
meaning attributable to such term in the body of this Agreement. In the event
the date on which Purchaser or Seller is required to take or complete any action
under the terms of this Agreement is not a Business Day, the action shall be
taken or completed on the next succeeding Business Day.

         SECTION 14.05. Counterparts. To facilitate execution of this Agreement,
this Agreement may be executed in as many counterparts as may be required, and
it shall not be necessary that the signatures of, or on behalf of, either party,
or that the signatures of all persons required to bind any party, appear on each
counterpart; rather, it shall be sufficient that the signatures of, or on behalf
of, either party, or that the signatures of the persons required to bind any
party, appear on one or more of the counterparts. All counterparts shall
collectively constitute a single Agreement.

         SECTION 14.06. Severability. If any term or provision of this Agreement
is held to be invalid, illegal, or incapable of being enforced by any rule of
law or public policy, all of the other terms and provisions of this Agreement
shall nevertheless remain in full force and effect, so long as the economic or
legal substance of the transactions contemplated hereby is not effected in any
manner adverse to either party. Upon such determination that any term or
provision is invalid, illegal, or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to reflect
the original intent of the parties as closely as possible in an acceptable
manner to the end that the transactions contemplated hereby are fulfilled to the
extent possible, provided however, the failure of the parties to reach a
mutually acceptable provision shall in no event be deemed to render void or
unenforceable any other terms and provisions of this Agreement which terms and
provisions shall remain in full force and effect.

         SECTION 14.07. Entire Agreement. This Agreement, together with the
Construction Completion Agreement, are the final expression of, and contain the
entire agreement between the parties with respect to the subject matter hereof
and thereof, and supersede all prior understandings with respect thereto. This
Agreement may not be modified, changed or supplemented, nor may any obligations
hereunder be waived, except by written instrument signed by the party to be
charged or by its agent duly authorized in writing, or as otherwise expressly
permitted herein.

         SECTION 14.08. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED,
PERFORMED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA.

         SECTION 14.09. No Recording. The parties hereto agree that neither this
Agreement nor any memorandum or affidavit concerning it shall be recorded.

         SECTION 14.10. No Merger. The parties hereto agree that notwithstanding
the consummation of the transactions contemplated herein, the interests of
Purchaser and Seller



                                       19
<PAGE>

under the Central Plant Lease shall not merge in any event and shall remain in
full force and effect for all purposes according to its terms.

                                   ARTICLE XV

                        CONSTRUCTION COMPLETION AGREEMENT

         SECTION 15.01. Survival. Nothing contained in this Agreement, nor the
execution hereof and the closing of the transactions contemplated hereby, shall
in any way modify, restrict or diminish any of the terms, covenants or
conditions of the Construction Completion Agreement, which shall remain in full
force and effect according to its terms.

         IN WITNESS WHEREOF, the parties hereto have respectively executed this
Agreement effective as of the Closing Date.

PURCHASER                              WILLIAMS HEADQUARTERS BUILDING
                                       COMPANY, A Delaware Corporation


                                       By: /s/ Mark W. Husband
                                          --------------------------------------
                                       Name: Mark W. Husband
                                            ------------------------------------
                                       Title: Assistant Treasurer
                                             -----------------------------------


SELLER                                 WILLIAMS TECHNOLOGY CENTER, LLC,
                                       A Delaware Limited Liability Company

                                       By: /s/ Howard S. Kalika
                                          --------------------------------------
                                       Name: Howard S. Kalika
                                            ------------------------------------
                                       Title: Treasurer and Vice President
                                             -----------------------------------


GUARANTOR                              WILLIAMS COMMUNICATIONS, LLC,
                                       A Delaware Limited Liability Company

                                       By: /s/ Howard S. Kalika
                                          --------------------------------------
                                       Name: Howard S. Kalika
                                            ------------------------------------
                                       Title: Treasurer and Vice President
                                             -----------------------------------



                                       20
<PAGE>

SCHEDULE I

   AFTER RECORDING RETURN TO



MS. ARLENE M. PHILLIPS
GUARANTY ABSTRACT COMPANY
320 S. BOULDER
TULSA, OKLAHOMA 74103-3400

                                 (This space reserved for recording information)

--------------------------------------------------------------------------------

                              GENERAL WARRANTY DEED

KNOW ALL MEN BY THESE PRESENTS:

         That WILLIAMS TECHNOLOGY CENTER, LLC, a Delaware limited liability
company, having a mailing address of One Williams Center, Tulsa, Oklahoma 74172
(herein called the "Grantor"), in consideration of the sum of Ten and No/100
Dollars ($10.00), in hand paid and other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, does hereby grant,
bargain, sell and convey unto WILLIAMS HEADQUARTERS BUILDING COMPANY, a Delaware
corporation, having a mailing address of One Williams Center, Tulsa, Oklahoma
74172 (herein called "Grantee"), all the real property and premises located in
Tulsa County, Oklahoma, more particularly described on Exhibit "A" attached
hereto, together with any and all improvements thereon and appurtenances
thereunto belonging including, by way of example and not by way of limitation,
all right, title and interest in and to the adjacent streets, alleys and
rights-of-way, to the centerline thereof, and any easement rights, parking
areas, air rights, development rights and water rights, rights in common areas,
rights in common walls, rights in loading and unloading facilities, storage
facilities, rights in utility ducts and rights of access, ingress and egress,
and warrant and forever defend the title to the same to be free, clear and
discharged of and from all former grants, charges, taxes, judgments, mortgages
and other liens and encumbrances of whatsoever nature, against the Grantor, its
successors and assigns, and all and every other person or persons whomsoever,
lawfully claiming or to claim the same.

         TO HAVE AND TO HOLD the above described real property and premises unto
the Grantee, its successors and assigns forever, subject, however to (i) all
oil, gas and other minerals previously reserved or conveyed of record, and (ii)
the Permitted Exceptions described on Exhibit "B" attached hereto.

         SIGNED AND DELIVERED effective as of the 13th day September, 2001.

                                       WILLIAMS TECHNOLOGY CENTER, LLC,
                                       A Delaware Limited Liability Company
                                       by Williams Communications, LLC, Sole
                                       Member

                                       By:
                                          --------------------------------------

                                       Name: HOWARD S. KALIKA
                                            ------------------------------------

                                       Title: VICE PRESIDENT
                                             -----------------------------------



                                       21
<PAGE>

STATE OF OKLAHOMA          )
                           ) SS.
COUNTY OF TULSA            )

                  This instrument was acknowledged before me on
________________, 2001, by _______________________, as Vice President of
WILLIAMS COMMUNICATIONS, LLC, a Delaware limited liability company, Sole Member
of Williams Technology Center, LLC.


                                       -----------------------------------------
My Commission Expires:                 Notary Public

-----------------------------
(SEAL)



                                       22
<PAGE>

                                   EXHIBIT "A"

                          DESCRIPTION OF REAL PROPERTY

Center Parcel

The Easterly Half (E/2) of Block Eighty-eight (88), ORIGINAL TOWN OF TULSA,
located in the City of Tulsa, Tulsa County, State of Oklahoma, according to the
Official Plat thereof, more particularly described as follows:

BEGINNING at the Southeasterly corner of Block 88; thence Northerly 300 feet
along the Easterly line of Block 88 to the Northeasterly corner of said Block;
thence Westerly along the Northerly line of said Block a distance of 150 feet to
a point; thence Southerly a distance of 300 feet to a point on the Southerly
line of said Block; thence Easterly along the Southerly line 150 feet to the
Point of Beginning.

AND, the following described property:

A portion of East First Street adjacent to Blocks 73 and 88 of the Original
Townsite of Tulsa, Tulsa County, State of Oklahoma, a portion of South
Cincinnati Avenue adjacent to Blocks 88 and 87, Original Townsite, Tulsa County,
State of Oklahoma and said portion of East Second Street adjacent to Blocks 88
and 106, Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
below an elevation of Three (3) feet lower than the driving lanes of said
roadway. Said potion of streets being more fully described as follows to wit:

Commencing at the point of beginning, said point being the northeast corner of
Block 88; thence westerly along the northerly line of said Block 88 a distance
of 160.00 feet; thence northerly and perpendicular to the northerly line of said
Block 88 a distance of 3.50 feet; thence easterly and parallel the northerly
line of said Block 88 a distance of 166.75 feet; thence southerly and parallel
the easterly line of said Block 88 a distance of 311. 50 feet; thence westerly
and parallel the southerly line of Block 88 a distance of 166.75 feet; thence
northerly a distance of 8.00 feet to a point on the southerly line of said Block
88, said point being 10.00 feet westerly from the southwest corner of Lot 6,
Block 88; thence easterly along the southerly line of Block 88 a distance of
160.00 feet to the southeast corner of Lot 6 Block 88; thence northerly along
the easterly line of Block 88 a distance of 300.00 feet to the point of
beginning.

Parking Structure Parcel

         TRACT A:

LOTS ONE (1), TWO (2), THREE (3) AND FOUR (4), BLOCK SEVENTY-FOUR (74), ORIGINAL
TOWNSITE OF TULSA, NOW CITY OF TULSA, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING
TO THE OFFICIAL PLAT THEREOF;

         TRACT B:

ALL THAT PART OF THE ORIGINAL TULSA STATION AND DEPOT GROUNDS OF THE BURLINGTON
NORTHERN RAILROAD COMPANY'S RIGHT OF WAY LOCATED IN SECTIONS 1 AND 2, TOWNSHIP
19 NORTH, RANGE 12 EAST OF THE INDIAN BASE AND MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS, TO-WIT:



                                       23
<PAGE>

BEGINNING AT A POINT THAT IS THE NORTHWEST CORNER OF BLOCK 74, ORIGINAL TOWN OF
TULSA, NOW CITY OF TULSA, TULSA COUNTY, OKLAHOMA, ACCORDING TO THE OFFICIAL PLAT
THEREOF; THENCE WESTERLY ALONG THE WESTERLY PRODUCTION OF THE NORTH LINE OF
BLOCK 74, A DISTANCE OF 80.00 FEET TO A POINT, ALSO BEING THE NORTHEAST CORNER
OF BLOCK 73, SAID POINT ALSO BEING THE SOUTHEAST CORNER OF THAT CERTAIN SALE TO
THE TULSA URBAN RENEWAL AUTHORITY, DATED DECEMBER 30, 1970, RECORDED DECEMBER
30, 1970, IN BOOK 3951 AT PAGES 1235, 1236, 1237 AND 1238, AND CORRECTION DEED
DATED AUGUST 28, 1973; THENCE NORTHERLY ALONG THE NORTHERLY PRODUCTION OF THE
EAST LINE OF SAID BLOCK 73 A DISTANCE OF 200.00 FEET; THENCE EASTERLY PARALLEL
200.00 FEET NORTHERLY OF THE NORTH LINE OF SAID BLOCK 74 A DISTANCE OF 80.00
FEET TO A POINT ON THE NORTHERLY PRODUCTION OF THE WEST LINE OF BLOCK 74; THENCE
SOUTHERLY ALONG THE NORTHERLY PRODUCTION OF THE WEST LINE OF BLOCK 74 A DISTANCE
OF 20.00 FEET; THENCE EASTERLY PARALLEL 180.00 FEET NORTHERLY OF THE NORTH LINE
OF SAID BLOCK 74 A DISTANCE OF 60.91 FEET TO A POINT OF INTERSECTION WITH AN
EXISTING CONCRETE RETAINING WALL; THENCE NORTHEASTERLY ALONG A DEFLECTION ANGLE
TO THE LEFT OF 5(DEGREE)42'01" A DISTANCE OF 240.27 FEET TO A POINT ON THE
NORTHERLY PRODUCTION OF THE EAST LINE OF BLOCK 74; THENCE SOUTHERLY ALONG SAID
NORTHERLY PRODUCTION OF THE EAST LINE OF BLOCK 74 A DISTANCE OF 203.86 FEET TO
THE NORTHEAST CORNER OF BLOCK 74; THENCE WESTERLY ALONG THE NORTHERLY LINE OF
BLOCK 74 A DISTANCE OF 300.00 FEET TO THE POINT OF BEGINNING OF SAID TRACT OF
LAND.

AND, the following described property:

         A portion of East First Street adjacent to Block 74 and Block 87 of the
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         below an elevation of One (1) foot lower than the driving lanes of said
         roadway. Said portion of street being more fully described as follows
         to wit:

         Commencing at a point of beginning, said point being the southwest
         corner of Block 74; thence southerly and perpendicular to the south
         line of Block 74 a distance of 2.75 feet; thence easterly and parallel
         to the southerly line of said Block 74 a distance of 302.75 feet;
         thence northerly and parallel to the easterly line of Block 74 a
         distance of 191.00 feet; thence westerly and perpendicular a distance
         of 2.75 feet to the east line of Block 74; thence southerly along the
         east line of Block 74 a distance of 188.25 feet, thence westerly along
         the southerly line of Block 74 a distance of 300.00 feet, to the point
         of beginning.

Skywalk No. 1

The following described property:

         A portion of South Cincinnati Avenue adjacent to Blocks 73 and 74,
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         above an elevation of Twenty Seven (27) feet higher than the driving
         lanes of the said roadway. Said portion of South Cincinnati Avenue
         being more fully described as follows to wit:

         Commencing at the point of beginning, said point being the southwest
         corner of Lot 3 Block 74, Original Townsite; thence northerly along the
         westerly line a distance of 32.00



                                       24
<PAGE>

         feet of said Lot 3, Block 74; thence westerly and perpendicular a
         distance of 80.00 feet to a point on the easterly line of Lot 1, Block
         73, Original Townsite; thence southerly along the easterly line a
         distance of 32.0 feet of said Lot 1, Block 73; thence easterly and
         perpendicular a distance of 80.00 feet to the point of beginning.

Skywalk No. 2

The following described property:

         A portion of East First Street adjacent to Blocks 73 and 88 of the
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         above an elevation of Twenty Seven (27) feet higher than the driving
         lanes of the said roadway. Said portion of East First Street being more
         fully described as follows to wit:

         Commencing at the point of beginning, said point being the southeast
         corner of Lot 1, Block 73, Original Townsite; thence westerly along the
         southerly line of Lot 1 Block 73 a distance of 26.00 feet; thence
         southerly and perpendicular a distance of 80.00 feet to a point on the
         northerly line of Lot 3, Block 88, Original Townsite; thence easterly
         along the northerly line of Lot 3 Block 88 a distance of 26.00 feet to
         the northeast corner of Lot 3, Block 88; thence northerly and
         perpendicular a distance of 80.00 feet to the point of beginning.



                                       25
<PAGE>

                                   EXHIBIT "B"

                              Permitted Exceptions



                                       26
<PAGE>

SCHEDULE II


                        NON-FOREIGN ENTITY CERTIFICATION


         Section 1445 of the Internal Revenue Code provides that a transferee of
a U.S. real property interest must withhold tax if the transferor is a foreign
person. To inform the transferee that withholding of tax is not required upon
the disposition of a U.S. real property interest by WILLIAMS TECHNOLOGY CENTER,
LLC (the "Transferor"), the undersigned hereby certifies the following on behalf
of the Transferor:

                  1.       Transferor is not a foreign corporation, foreign
                           partnership, foreign trust or foreign estate (as
                           those terms are defined in the Internal Revenue Code
                           and Income Tax Regulations);

                  2.       Transferor's U.S. employer identification number is:
                           ______________________________;

                  3.       Transferor's office address is:
                                   Williams Technology Center, LLC
                                   -------------------------------
                                   One Williams Center
                                   Tulsa, OK 74172

         Transferor understands that this certification may be disclosed to the
Internal Revenue Service and that any false statement made within this
certification could be punished by fine, imprisonment, or both.

         Under penalties of perjury the undersigned declares that he/she has
examined this certification and that to the best of his/her knowledge and belief
it is true, correct and complete, and the undersigned further declares that
he/she has the authority to sign this document on behalf of the Transferor.

                                       WILLIAMS TECHNOLOGY CENTER, LLC, a
                                       Delaware Limited Liability Company


                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------



                                       27
<PAGE>

STATE OF OKLAHOMA          )
                           ) SS.
COUNTY OF TULSA            )

         Subscribed and sworn to before me this ___ day of ______________, 2001.


                                       -----------------------------------------
                                       Notary Public

My Commission Expires:

-----------------------------

(SEAL)



                                       28
<PAGE>

SCHEDULE III

                           BILL OF SALE AND ASSIGNMENT

KNOW ALL MEN BY THESE PRESENTS:

         THAT, WILLIAMS TECHNOLOGY CENTER, LLC, a Delaware limited liability
company (the "Grantor") for the sum of Ten and No/100 Dollars ($10.00) and other
good and valuable consideration, in hand paid, the receipt and adequacy of which
are hereby acknowledged, has bargained and sold, and by these presents does
grant, bargain, sell, assign, transfer and deliver unto WILLIAMS HEADQUARTERS
BUILDING COMPANY, a Delaware corporation (the "Grantee") the following described
property (collectively the "Personal Property"):

          1. All of Grantor's right, title and interest in all tangible personal
property, if any, located on the real property more particularly described on
Exhibit "A" attached hereto (the "Real Property"), commonly known as the
Williams Technology Center, Tulsa, Oklahoma, which personal property is used in
the ownership, operation or maintenance of the real property and the buildings
and improvements located thereon, all as specifically described on Exhibit "B"
attached hereto; and

          2. All of Grantor's right, title and interest in all intangible
personal property used in the ownership, operation and maintenance of said real
property and the buildings and improvements located thereon, including, without
limitation, all instruments, documents of title, guarantees and warranties,
permits, licenses, certificates of occupancy, general intangibles, business
records, cash, utility deposits, bank accounts, receivables, rights to insurance
proceeds, existing claims and causes of action.

         TO HAVE AND TO HOLD the same unto the Grantee, its successors and
assigns forever, and Grantor will warrant and defend title to such Personal
Property against the lawful claims and demands of persons claiming by or through
Grantor, but not otherwise.

         Grantor hereby acknowledges that Grantee does not assume the
obligations of Grantor for actions or omissions of Grantor prior to the date
hereof in regard to any Property assigned and transferred hereunder, and Grantor
agrees to indemnify and hold Grantee harmless from any loss, costs, claims and
expenses, including, without limitation, attorney's fees and any litigation
costs or expenses which are incurred by Grantee as a result of any act or
omission of Grantor prior to the date hereof or any claim in regard thereto.

         The Property hereby sold is conveyed "as is" without warranty of any
kind as to its physical condition, including, without limitation, warranties of
merchantability and fitness.

         IN WITNESS WHEREOF, the Grantor has caused this Bill of Sale and
Assignment to be executed effective as of the 11th day of September, 2001.

                                       WILLIAMS TECHNOLOGY CENTER, LLC, a
                                       Delaware limited liability company


                                       By:
                                          --------------------------------------

                                       Printed:
                                               ---------------------------------

                                       Title:
                                             -----------------------------------



                                       29
<PAGE>

                                   EXHIBIT "A"

                          DESCRIPTION OF REAL PROPERTY

Center Parcel

The Easterly Half (E/2) of Block Eighty-eight (88), ORIGINAL TOWN OF TULSA,
located in the City of Tulsa, Tulsa County, State of Oklahoma, according to the
Official Plat thereof, more particularly described as follows:

BEGINNING at the Southeasterly corner of Block 88; thence Northerly 300 feet
along the Easterly line of Block 88 to the Northeasterly corner of said Block;
thence Westerly along the Northerly line of said Block a distance of 150 feet to
a point; thence Southerly a distance of 300 feet to a point on the Southerly
line of said Block; thence Easterly along the Southerly line 150 feet to the
Point of Beginning.

AND, the following described property:

A portion of East First Street adjacent to Blocks 73 and 88 of the Original
Townsite of Tulsa, Tulsa County, State of Oklahoma, a portion of South
Cincinnati Avenue adjacent to Blocks 88 and 87, Original Townsite, Tulsa County,
State of Oklahoma and said portion of East Second Street adjacent to Blocks 88
and 106, Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
below an elevation of Three (3) feet lower than the driving lanes of said
roadway. Said potion of streets being more fully described as follows to wit:

Commencing at the point of beginning, said point being the northeast corner of
Block 88; thence westerly along the northerly line of said Block 88 a distance
of 160.00 feet; thence northerly and perpendicular to the northerly line of said
Block 88 a distance of 3.50 feet; thence easterly and parallel the northerly
line of said Block 88 a distance of 166.75 feet; thence southerly and parallel
the easterly line of said Block 88 a distance of 311. 50 feet; thence westerly
and parallel the southerly line of Block 88 a distance of 166.75 feet; thence
northerly a distance of 8.00 feet to a point on the southerly line of said Block
88, said point being 10.00 feet westerly from the southwest corner of Lot 6,
Block 88; thence easterly along the southerly line of Block 88 a distance of
160.00 feet to the southeast corner of Lot 6 Block 88; thence northerly along
the easterly line of Block 88 a distance of 300.00 feet to the point of
beginning.

Parking Structure Parcel

         TRACT A:

LOTS ONE (1), TWO (2), THREE (3) AND FOUR (4), BLOCK SEVENTY-FOUR (74), ORIGINAL
TOWNSITE OF TULSA, NOW CITY OF TULSA, TULSA COUNTY, STATE OF OKLAHOMA, ACCORDING
TO THE OFFICIAL PLAT THEREOF;

         TRACT B:

ALL THAT PART OF THE ORIGINAL TULSA STATION AND DEPOT GROUNDS OF THE BURLINGTON
NORTHERN RAILROAD COMPANY'S RIGHT OF WAY LOCATED IN SECTIONS 1 AND 2, TOWNSHIP
19 NORTH, RANGE 12 EAST OF THE INDIAN BASE AND MERIDIAN, MORE PARTICULARLY
DESCRIBED AS FOLLOWS, TO-WIT:



                                       30
<PAGE>

BEGINNING AT A POINT THAT IS THE NORTHWEST CORNER OF BLOCK 74, ORIGINAL TOWN OF
TULSA, NOW CITY OF TULSA, TULSA COUNTY, OKLAHOMA, ACCORDING TO THE OFFICIAL PLAT
THEREOF; THENCE WESTERLY ALONG THE WESTERLY PRODUCTION OF THE NORTH LINE OF
BLOCK 74, A DISTANCE OF 80.00 FEET TO A POINT, ALSO BEING THE NORTHEAST CORNER
OF BLOCK 73, SAID POINT ALSO BEING THE SOUTHEAST CORNER OF THAT CERTAIN SALE TO
THE TULSA URBAN RENEWAL AUTHORITY, DATED DECEMBER 30, 1970, RECORDED DECEMBER
30, 1970, IN BOOK 3951 AT PAGES 1235, 1236, 1237 AND 1238, AND CORRECTION DEED
DATED AUGUST 28, 1973; THENCE NORTHERLY ALONG THE NORTHERLY PRODUCTION OF THE
EAST LINE OF SAID BLOCK 73 A DISTANCE OF 200.00 FEET; THENCE EASTERLY PARALLEL
200.00 FEET NORTHERLY OF THE NORTH LINE OF SAID BLOCK 74 A DISTANCE OF 80.00
FEET TO A POINT ON THE NORTHERLY PRODUCTION OF THE WEST LINE OF BLOCK 74; THENCE
SOUTHERLY ALONG THE NORTHERLY PRODUCTION OF THE WEST LINE OF BLOCK 74 A DISTANCE
OF 20.00 FEET; THENCE EASTERLY PARALLEL 180.00 FEET NORTHERLY OF THE NORTH LINE
OF SAID BLOCK 74 A DISTANCE OF 60.91 FEET TO A POINT OF INTERSECTION WITH AN
EXISTING CONCRETE RETAINING WALL; THENCE NORTHEASTERLY ALONG A DEFLECTION ANGLE
TO THE LEFT OF 5(DEGREE)42'01" A DISTANCE OF 240.27 FEET TO A POINT ON THE
NORTHERLY PRODUCTION OF THE EAST LINE OF BLOCK 74; THENCE SOUTHERLY ALONG SAID
NORTHERLY PRODUCTION OF THE EAST LINE OF BLOCK 74 A DISTANCE OF 203.86 FEET TO
THE NORTHEAST CORNER OF BLOCK 74; THENCE WESTERLY ALONG THE NORTHERLY LINE OF
BLOCK 74 A DISTANCE OF 300.00 FEET TO THE POINT OF BEGINNING OF SAID TRACT OF
LAND.

AND, the following described property:

         A portion of East First Street adjacent to Block 74 and Block 87 of the
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         below an elevation of One (1) foot lower than the driving lanes of said
         roadway. Said portion of street being more fully described as follows
         to wit:

         Commencing at a point of beginning, said point being the southwest
         corner of Block 74; thence southerly and perpendicular to the south
         line of Block 74 a distance of 2.75 feet; thence easterly and parallel
         to the southerly line of said Block 74 a distance of 302.75 feet;
         thence northerly and parallel to the easterly line of Block 74 a
         distance of 191.00 feet; thence westerly and perpendicular a distance
         of 2.75 feet to the east line of Block 74; thence southerly along the
         east line of Block 74 a distance of 188.25 feet, thence westerly along
         the southerly line of Block 74 a distance of 300.00 feet, to the point
         of beginning.

Skywalk No. 1

The following described property:

         A portion of South Cincinnati Avenue adjacent to Blocks 73 and 74,
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         above an elevation of Twenty Seven (27) feet higher than the driving
         lanes of the said roadway. Said portion of South Cincinnati Avenue
         being more fully described as follows to wit:

         Commencing at the point of beginning, said point being the southwest
         corner of Lot 3 Block 74, Original Townsite; thence northerly along the
         westerly line a distance of 32.00



                                       31
<PAGE>

         feet of said Lot 3, Block 74; thence westerly and perpendicular a
         distance of 80.00 feet to a point on the easterly line of Lot 1, Block
         73, Original Townsite; thence southerly along the easterly line a
         distance of 32.0 feet of said Lot 1, Block 73; thence easterly and
         perpendicular a distance of 80.00 feet to the point of beginning.

Skywalk No. 2

The following described property:

         A portion of East First Street adjacent to Blocks 73 and 88 of the
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         above an elevation of Twenty Seven (27) feet higher than the driving
         lanes of the said roadway. Said portion of East First Street being more
         fully described as follows to wit:

         Commencing at the point of beginning, said point being the southeast
         corner of Lot 1, Block 73, Original Townsite; thence westerly along the
         southerly line of Lot 1 Block 73 a distance of 26.00 feet; thence
         southerly and perpendicular a distance of 80.00 feet to a point on the
         northerly line of Lot 3, Block 88, Original Townsite; thence easterly
         along the northerly line of Lot 3 Block 88 a distance of 26.00 feet to
         the northeast corner of Lot 3, Block 88; thence northerly and
         perpendicular a distance of 80.00 feet to the point of beginning.



                                       32
<PAGE>

                                   EXHIBIT "B"

                    DESCRIPTION OF TANGIBLE PERSONAL PROPERTY



             Category 1 FF&E Tangible Personal Property Description

<Table>
<Caption>
                                                     AFE                AMOUNT
                                             --------------------    -----------
<S>                                          <C>                     <C>
Furniture                                               #10001052    $17,878,001
Design Fees & Expenses                                  #10001285    $ 2,345,477
Voice Systems                                          IT-VS-2001    $ 5,465,827
Flooring (initial order)                     #10000723 & 10001038    $ 1,677,487
Contingent Costs                                                     $ 1,189,689
                                                                     -----------
SUBTOTAL                                                             $28,556,481
</Table>

             Category 2 FF&E Tangible Personal Property Description

<Table>
<Caption>
                                                        AFE             AMOUNT
                                                     ----------      -----------
<S>                                                  <C>             <C>
Desktop                                              IT-DT-2001      $ 7,608,570
Audio Visual                                          #10001221      $19,996,330
Data Network                                         IT-DN-2001      $13,800,779
Servers                                              IT-SA-2001      $ 5,867,282
Contingent Costs                                                     $   277,963
                                                                     -----------
SUBTOTAL                                                             $47,550,924
</Table>

The Lessor and Lessee agree to reconcile the exact Category 1 FF&E and Category
2 FF&E within forty-five (45) days of the Substantial Completion Date as defined
in the Construction Completion Agreement.



                                       33
<PAGE>

SCHEDULE IV


After Recording Return To



                                 (This space reserved for recording information)
--------------------------------------------------------------------------------

                               EASEMENT AGREEMENT

         THIS EASEMENT AGREEMENT, made this _________ day of September, 2001, by
and between Williams Headquarters Building Company, a Delaware Corporation, and
Williams Field Services Company, a Delaware Corporation (collectively,
"Grantors") and Williams Technology Center, L.L.C., a Delaware Limited Liability
Company ("Grantee").

         WHEREAS, Grantors are the owners of certain real property located in
the City of Tulsa, Tulsa County, State of Oklahoma as further described on
Exhibit "A" attached hereto and made a part hereof ("Easement Tract"); and

         WHEREAS, Grantors desire to grant to Grantee an exclusive, perpetual
easement over, above, upon and across the Easement Tract for the purposes of
installing, constructing, maintaining and operating a back up generator system,
including an associated above-ground fuel tank, together with a non-exclusive,
perpetual easement over, upon and across that certain property described on
Exhibit "A" as: a) the Access Area (the "Access Area") for the purpose of
ingress and egress to the Easement Tract; b) the cable easement area (the "Cable
Easement Area") for the purpose of running underground cables or wires to the
equipment to be located on the Easement Tract; and c) the fuel line easement
area (the "Fuel Line Easement Area") for the purpose of running underground fuel
lines between the generators and the fuel tank (the Easement Tract, Access Area,
Cable Easement Area and Fuel Line Easement Area are sometimes collectively
referred to herein as the "Easement").

         NOW, THEREFORE, for good and valuable consideration, the receipt of
which is hereby acknowledged, it is agreed as follows:

         1.       Grantors hereby grant to Grantee an exclusive, perpetual
                  easement and right, subject to reversion as herein described,
                  over, above, across and upon the Easement Tract for the sole
                  purpose of installing, constructing, maintaining and
                  operating, a back up generator system, including but not
                  limited to all activities appurtenant or incidental thereto.
                  In the event Grantee ceases to use the Easement Tract for the
                  foregoing purpose for a period of six (6) months, the Easement
                  herein granted to Grantee shall immediately revert to Grantor,
                  its successors and assigns, without the need for further
                  instrument or writing. Further, Grantors hereby grant to
                  Grantee a non-exclusive easement and right of way over and
                  across: a) the Access Area for the purpose of ingress and
                  egress to and from the Easement Tract; b) the Cable Easement
                  Area for the sole purpose of installing, constructing,
                  maintaining and operating underground cables, conduits and/or
                  wires in connection with the equipment installed on the
                  Easement Tract; and c) the Fuel Line



                                       34
<PAGE>

                  Easement Area for the sole purpose of installing,
                  constructing, maintaining and operating an underground fuel
                  line between the fuel tank and the generator located on the
                  Easement Tract.

         2.       The Easement granted herein includes incidental rights of
                  maintenance, repair, and replacement. Further, the easement
                  herein granted across the Access Area, the Cable Easement Area
                  and the Fuel Line Easement Area is not exclusive and Grantors
                  retain all rights for use of such Access Area, Cable Easement
                  Area and the Fuel Line Easement Area in any manner not
                  inconsistent with the rights herein granted to Grantee;
                  provided however, the easement herein granted over and across
                  the Easement Tract is and shall be deemed exclusive in favor
                  of Grantee.

         3.       Grantee shall indemnify and hold Grantors harmless from and
                  against any and all claims, losses or judgments including all
                  expenses, reasonable attorney fees, witness fees and the cost
                  of defending any such action or claims or appeals therefrom
                  which arise out of or from the use, maintenance or operation
                  of the Easement Tract, the Access Tract, the Cable Easement
                  Area and the Fuel Line Easement Area or of any improvements
                  within or connected therewith by Grantee, its agents,
                  servants, employees, invitees, licensees, assignees or
                  trespassers thereon, including any interference or damage to
                  any person or property and any environmental claim or damage.
                  The provisions of this paragraph shall survive the termination
                  of this Easement Agreement.

         4.       This instrument contains the entire agreement between the
                  parties relating to the rights herein granted and the
                  obligations herein assumed. Any oral representations or
                  modifications concerning this instrument shall be of no force
                  and effect excepting a subsequent modification in writing,
                  signed by the party to be charged. This instrument may be
                  signed in any number of counterparts, all of which taken
                  together shall be considered one instrument.

         5.       In the event of any controversy, claim, or dispute relating to
                  this instrument or the breach thereof, the prevailing party
                  shall be entitle to recover from the losing party reasonable
                  expenses, attorney's fees, and costs.

         6.       This instrument shall bind and inure to the benefit of the
                  respective successors and assigns of the parties hereto.

         IN WITNESS WHEREOF, the parties hereto have executed this instrument
the day and year first above written.

                                       WILLIAMS HEADQUARTERS BUILDING COMPANY
                                       A Delaware Corporation

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                       35
<PAGE>

                                       WILLIAMS FIELD SERVICES COMPANY,
                                       A Delaware Corporation

                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------


                                                                "GRANTORS"




                                       WILLIAMS TECHNOLOGY CENTER, L.L.C.
                                       A Delaware Corporation


                                       By:
                                          --------------------------------------

                                       Name:
                                            ------------------------------------

                                       Title:
                                             -----------------------------------

                                                                "GRANTEE"


                                ACKNOWLEDGEMENTS


STATE OF OKLAHOMA          )
                           ) ss
COUNTY OF TULSA            )

         This instrument was acknowledged before me, on __________________, 2001
by __________________ as _____________________ of Williams Headquarters Building
Company, a Delaware Corporation.


                                       -----------------------------------------
                                       Notary Public
My Commission Expires:

-----------------------------

(SEAL)



                                       36
<PAGE>

STATE OF OKLAHOMA          )
                           ) ss
COUNTY OF TULSA            )


         This instrument was acknowledged before me, on ________________, 2001
by _____________ as ________________ of Williams Field Services Company, a
Delaware Corporation.


                                       -----------------------------------------
                                       Notary Public
My Commission Expires:

-----------------------------

(SEAL)


STATE OF OKLAHOMA          )
                           ) ss
COUNTY OF TULSA            )

         This instrument was acknowledged before me, on __________________, 2001
by ________________ as ___________________ of Williams Technology Center, L.L.C.
a Delaware Limited Liability Company.


                                       -----------------------------------------
                                       Notary Public
My Commission Expires:

-----------------------------
(SEAL)



                                       37
<PAGE>

                                    EXHIBIT A
                                 EASEMENT TRACTS





Easement Tract:

         1.       Generator Tract

         2.       Fuel Tank Tract


Access Area:



Cable Easement Area:



Fuel Line Easement Area:



                                       38
<PAGE>

SCHEDULE V

                                  MASTER LEASE

         THIS MASTER LEASE ("Lease") is executed and delivered effective as of
this 13th day of September, 2001 (the "Effective Date"), and is entered into by
and among WILLIAMS HEADQUARTERS BUILDING COMPANY, a Delaware corporation
("Lessor"), WILLIAMS TECHNOLOGY CENTER, LLC, a Delaware limited liability
company ("Lessee"), and WILLIAMS COMMUNICATIONS, LLC, a Delaware limited
liability company ("Guarantor").

                                    RECITALS

         The circumstances underlying the execution and delivery of this Lease
are as follows:

         A. Capitalized terms used and not otherwise defined herein have the
respective meanings given them in Article II, below.

         B. On even date herewith, Lessor has purchased from Lessee One
Technology Center also known as Williams Technology Center, and other related
assets all located in Tulsa, Oklahoma (all of which comprise the Leased
Properties as defined hereinbelow).

         C. Lessor now wishes to lease the Leased Properties to Lessee, and
Lessee wishes to lease the Leased Properties from Lessor, on the terms and
conditions set forth in this Lease.

         D. As a material inducement to Lessor to enter into this Lease,
Guarantor desires to unconditionally guaranty the performance of all of Lessee's
duties and obligations hereunder.

         IN CONSIDERATION of the foregoing, the covenants and agreements
contained herein, and other good and valuable consideration the receipt and
adequacy of which are hereby acknowledged, Lessor, Lessee and Guarantor agree as
follows:

                                    ARTICLE I

                                LEASEHOLD ESTATE

         1.1 LEASE. Upon and subject to the terms and conditions hereinafter set
forth, Lessor leases to Lessee, and Lessee leases from Lessor, the Leased
Properties. Each Facility is leased subject to all covenants, conditions,
restrictions, easements and other matters affecting such Facility, whether or
not of record, including the Permitted Encumbrances and other matters which
would be disclosed by an inspection of the Facility or by an accurate survey
thereof.

         1.2 INDIVISIBILITY. This Lease constitutes one indivisible lease of the
Leased Properties, and not separate leases governed by similar terms. The Leased
Properties constitute one economic unit, and the Base Rent and all other
provisions have been negotiated and agreed to based on a demise of all of the
Leased Properties as a single, composite, inseparable transaction and would have
been substantially different had separate leases or a divisible lease been
intended. Except as expressly provided herein for specific, isolated purposes
(and then only



                                       39
<PAGE>

to the extent expressly otherwise stated), all provisions of this Lease apply
equally and uniformly to all the Leased Properties as one unit. An Event of
Default with respect to any Leased Property is an Event of Default as to all of
the Leased Properties. The parties intend that the provisions of this Lease
shall at all times be construed, interpreted and applied so as to carry out
their mutual objective to create an indivisible lease of all the Leased
Properties and, in particular but without limitation, that for purposes of any
assumption, rejection or assignment of this Lease under 11 U.S.C. Section 365 of
the Bankruptcy Code, this is one indivisible and non-severable lease and
executory contract dealing with one legal and economic unit which must be
assumed, rejected or assigned as a whole with respect to all (and only all) the
Leased Properties covered hereby.

         1.3 TERMS. This Lease shall have the Category 1 FF&E Term for the
Category 1 FF&E, the Category 2 FF&E Term for the Category 2 FF&E, and the
Realty Term for the Land and Leased Improvements (collectively the "Term" or
"Terms").

                                   ARTICLE II

                                   DEFINITIONS

         2.1 DEFINITIONS. For all purposes of this Lease, except as otherwise
expressly provided or unless the context otherwise requires, (i) the terms
defined in this Article have the meanings assigned to them in this Article and
include the plural as well as the singular, (ii) all accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with
GAAP as at the time applicable, (iii) unless otherwise specifically designated,
all references in this Lease to designated "Articles," Sections" and other
subdivisions are to the designated Articles, Sections and other subdivisions of
this Lease, and (iv) the words "herein," "hereof" and "hereunder" and other
words of similar import refer to this Lease as a whole and not to any particular
Article, Section or other subdivision.

                  Additional Charges: All Impositions and other amounts,
liabilities and obligations which Lessee assumes or agrees to pay under this
Lease, including without limitation, any and all costs, expenses and charges
relating to the upkeep and operation of the Leased Properties.

                  Affiliate: Any Person which, directly or indirectly, Controls
or is Controlled by or is under common Control with another Person.

                  Approval Threshold: Five Hundred Thousand Dollars
($500,000.00).

                  Assessment: Any governmental assessment on the Leased
Properties or any part thereof for public or private improvements or benefits,
whether or not commenced or completed prior to the date hereof and whether or
not to be completed within the Term.

                  Assumed Indebtedness: Any indebtedness or other obligations
expressly assumed in writing by Lessor and secured by a mortgage, deed of trust
or other security agreement to which Lessor's title to the Leased Properties is
subject.



                                       40
<PAGE>

                  Award: All compensation, sums or anything of value awarded,
paid or received in connection with a total or partial Taking.

                  Base Rent: Collectively the Category 1 FF&E Base Rent, the
Category 2 FF&E Base Rent and the Realty Base Rent.

                  Business Day: Any day that is not a Saturday, Sunday or other
day on which commercial banks in New York, New York or Dallas, Texas are
authorized or required by law to remain closed; provided that, when used in
connection with a Eurodollar Loan (as defined in the Credit Agreement), the term
"Business Day" shall also exclude any day on which banks are not open for
dealings in dollar deposits in the London interbank market.

                  Capital Lease Obligations: With respect to any Person means
the obligations of such Person to pay rent or other amounts under any lease of
(or other arrangement conveying the right to use) real or personal property, or
a combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP,
and the amount of such obligations shall be the capitalized amount thereof
determined in accordance with GAAP.

                  Category 1 FF&E: All of the tangible personal property as set
forth on EXHIBIT K.

                  Category 1 FF&E Base Rent: During the Category 1 FF&E Term,
the Category 1 FF&E Base Rent shall be the sum computed as set forth on EXHIBIT
L.

                  Category 1 FF&E Expiration Date: September 12, 2006.

                  Category 1 FF&E Term: Five (5) Lease Years commencing on the
Commencement Date and ending on the Category 1 FF&E Expiration Date.

                  Category 2 FF&E: All of the tangible personal property as set
forth on EXHIBIT M.

                  Category 2 FF&E Base Rent: During the Category 2 FF&E Term,
the Category 2 FF&E Base Rent shall be the sum computed as set forth on EXHIBIT
N.

                  Category 2 FF&E Expiration Date: September 12, 2004.

                  Category 2 FF&E Term: Three (3) Lease Years commencing on the
Commencement Date and ending on the Category 2 FF&E Expiration Date.

                  Center: The multi-story office building located on the Center
Parcel, commonly known as the One Technology Center and Williams Technology
Center.

                  Center Parcel: The real property more particularly described
on EXHIBIT A attached hereto and made a part hereof on which the Center is
located.



                                       41
<PAGE>

                  Central Plant: As defined in the Construction Completion
Agreement.

                  Change in Control:  means

         (a) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person other than Guarantor or WCG, of any ownership
interest in the Lessee;

         (b) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person or group (within the meaning of Section 13(d) or
14(d) of the Exchange Act and the rules of the SEC thereunder as in effect on
the date hereof) other than Guarantor, of interests representing more than
thirty-five percent (35%) of either (i) the aggregate ordinary voting power
represented by the issued and outstanding ownership interests of Lessee,
Guarantor or WCG, or (ii) the issued and outstanding ownership interests of
Lessee, Guarantor or WCG;

         (c) occupation of a majority of the seats (other than vacant seats) on
the board of directors of Lessee, Guarantor or WCG, by Persons who were neither
(i) nominated by the respective board of directors of Lessee, Guarantor, or WCG
nor (ii) appointed by directors so nominated; or

         (d) the acquisition of direct or indirect Control of Lessee, Guarantor
or WCG, by any Person or group.

                  Clean-Up: The investigation, removal, restoration, remediation
and/or elimination of, or other response to, Contamination, in each case to the
satisfaction of all governmental agencies having jurisdiction, in compliance
with or as may be required by Environmental Laws.

                  Code: The Internal Revenue Code of 1986, as amended.

                  Collateral: Whether now in existence or hereinafter created
and/or acquired, collectively all Leased Personal Property and Fixtures, and
insurance proceeds and products thereof, together with all books and records,
computer files, programs, printouts and other computer materials and records
related thereto.

                  Commencement Date: The Effective Date.

                  Condemnor: Any public or quasi-public authority, or private
corporation or individual, having the power of condemnation.

                  Construction Completion Agreement. The Agreement of Purchase
and Sale and Construction Completion dated effective as of February 26, 2001, as
amended, between Lessor as Seller, and Lessee as Purchaser, covering a portion
of the Leased Properties.

                  Construction Funds: The Net Proceeds and such additional funds
as may be deposited with Lessor by Lessee pursuant to Section 14.6 for
restoration or repair work pursuant to this Lease.



                                       42
<PAGE>

                  Contamination: The presence, Release or threatened Release of
any Hazardous Materials at the Leased Properties in violation of any
Environmental Law, or in a quantity that would give rise to any affirmative
Clean-Up obligations under an Environmental Law, including, but not limited to,
the existence of any injury or potential injury to public health, safety,
natural resources or the environment associated therewith, or any other
environmental condition at, in, about, under or migrating from or to the Leased
Properties.

                  Control: The possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have correlative meanings.

                  Credit Agreement: The Amended and Restated Credit Agreement
dated as of September 8, 1999, among Guarantor, WCG, Bank of America, N.A., The
Chase Manhattan Bank, and other parties, as may be amended or waived from time
to time with respect to the financial covenants therein, a copy of which
constituted as of the Effective Date is attached hereto as EXHIBIT C.

                  Date of Taking: The date on which the Condemnor has the right
to possession of the Leased Property that is the subject of the Taking or
Partial Taking.

                  Debt: This includes, without duplication, (a) all obligations
of such Person for borrowed money or with respect to deposits or advances of any
kind, (b) all obligations of such Person evidenced by bonds, debentures, notes
or similar instruments, (c) all obligations of such Person under conditional
sale or other title retention agreements relating to property acquired by such
Person, (d) all obligations of such Person in respect of the deferred purchase
price of property or services (excluding (i) current accounts payable incurred
in the ordinary course of business and (ii) payment obligations of such Person
to the owner of assets used in a Telecommunications Business (as defined in the
Credit Agreement) for the use thereof pursuant to a lease or other similar
arrangement with respect to such assets or a portion thereof entered into in the
ordinary course of business), (e) all Debt of others secured by (or for which
the holder of such Debt has an existing right, contingent or otherwise, to be
secured by) any Lien on property owned or acquired by such Person, whether or
not the Debt secured thereby has been assumed, (f) all guarantees by such Person
of the Debt of others, (g) all Capital Lease Obligations of such Person
(provided that Capital Lease Obligations in respect of fiber optic cable
capacity arising in connection with exchanges of such capacity shall constitute
Debt only to the extent of the amount of such Person's liability in respect
thereof net (but not less than zero) of such Person's right to receive payments
obtained in exchange therefor), (h) all obligations, contingent or otherwise, of
such Person as an account party in respect of letters of credit and letters of
guaranty, and (i) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances. The Debt of any Person shall include the Debt
of any other entity (including any partnership in which such Person is a general
partner) to the extent such Person is liable therefor as a result of such
Person's ownership interest in or other relationship with such entity, except to
the extent the terms of such Debt provide that such Person is not liable
therefor.



                                       43
<PAGE>

                  Encumbrance: With respect to any asset, (a) any mortgage, deed
of trust, lien, pledge, hypothecation, encumbrance, charge or security interest
in, on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

                  Environmental Audit: A written certificate, in form and
substance satisfactory to Lessor, from an environmental consulting or
engineering firm acceptable to Lessor, which states that there is no
Contamination on the Leased Properties and that the Leased Properties are
otherwise in strict compliance with Environmental Laws.

                  Environmental Documents: Each and every (i) document received
by Lessee or any Affiliate from, or submitted by Lessee or any Affiliate to, the
United States Environmental Protection Agency and/or any other federal, state,
county or municipal agency responsible for enforcing or implementing
Environmental Laws with respect to the condition of the Leased Properties, or
Lessee's operations at the Leased Properties; and (ii) review, audit, report, or
other analysis data pertaining to environmental conditions, including, but not
limited to, the presence or absence of Contamination, at, in, or under or with
respect to the Leased Properties that have been prepared by, for or on behalf of
Lessee.

                  Environmental Laws: All federal, state and local laws
(including, without limitation, common law), statutes, codes, ordinances,
regulations, rules, orders, permits or decrees relating to the introduction,
emission, discharge or release of Hazardous Materials into the indoor or outdoor
environment (including without limitation, air, surface water, groundwater,
(land or soil) or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, transportation or disposal of Hazardous
Materials; or the Clean-Up of Contamination, all as are now or may hereinafter
be in effect.

                  Equipment: Collectively, all the items of machinery and
equipment as defined in Article 9 of the UCC comprising part of the Leased
Personal Property.

                  ERISA: The Employee Retirement Income Security Act of 1974, as
amended from time to time.

                  ERISA Event: (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by Lessee or Guarantor of any liability under Title IV
of ERISA with respect to the termination of any Plan; (e) the receipt by Lessee
or Guarantor from the Pension Benefit Guaranty Corporation as defined in ERISA
(and any successor entity) or a plan administrator of any notice relating to an
intention to terminate any Plan or Plans or to appoint a trustee to



                                       44
<PAGE>

administer any Plan; (f) the incurrence by Lessee or Guarantor of any liability
with respect to the withdrawal or partial withdrawal from any Plan or
multiemployer plan (as defined in Section 4001(a)(3) of ERISA); or (g) the
receipt by Lessee or Guarantor of any notice, or the receipt by any
multiemployer plan from Lessee or Guarantor of any notice, concerning the
imposition of Withdrawal Liability or a determination that a multiemployer plan
is, or is expected to be, insolvent or in reorganization, within the meaning of
Title IV of ERISA.

                  Event of Default: The occurrence of any of the following:

                  (a) Lessee fails to pay or cause to be paid the Rent when due
and payable;

                  (b) Any of Lessee, Guarantor or WCG, has a petition in
bankruptcy filed against it, is adjudicated a bankrupt or has an order for
relief thereunder entered against it, or a court of competent jurisdiction
enters an order or decree appointing a receiver of Lessee, Guarantor or WCG or
of the whole or substantially all of its property, or approving a petition filed
against Lessee seeking reorganization or arrangement of Lessee under the federal
bankruptcy laws or any other applicable law or statute of the United States of
America or any state thereof, and such judgment, order or decree is not vacated
or set aside or stayed within sixty (60) days from the date of the entry
thereof, subject to the applicable provisions of the Bankruptcy Code (11 U.S.C.
Section 101, et seq.) and to the provisions of Section 16.7;

                  (c) Lessee, Guarantor or WCG: (i) admits in writing its
inability to pay its debts generally as they become due, (ii) files a petition
in bankruptcy or a petition to take advantage of any insolvency law, (iii) makes
a general assignment for the benefit of its creditors, (iv) consents to the
appointment of a receiver of itself or of the whole or any substantial part of
its property, or (v) files a petition or answer seeking reorganization or
arrangement under the Federal bankruptcy laws or any other applicable law or
statute of the United States of America or any state thereof, subject to the
applicable provisions of the Bankruptcy Code (11 U.S.C. Section 101, et seq.)
and to the provisions of Section 16.7;

                  (d) Lessee, Guarantor or WCG, is liquidated or dissolved, or
begins a Proceeding toward liquidation or dissolution, or has filed against it a
petition or other Proceeding to cause it to be liquidated or dissolved and the
Proceeding is not dismissed within thirty (30) days thereafter, or Lessee or
Guarantor in any manner permits the sale or divestiture of substantially all of
its assets;

                  (e) The estate or interest of Lessee in the Leased Properties
or any part thereof is levied upon or attached in any Proceeding and the same is
not vacated or discharged within thirty (30) days thereafter (unless Lessee is
in the process of contesting such lien or attachment in good faith in accordance
with Article XII);

                  (f) Any representation or warranty made by Lessee or Guarantor
in the Purchase Agreement or in the certificates delivered in connection
therewith shall prove to be incorrect in any material respect when made or
deemed made, Lessor is materially and adversely affected thereby and Lessee or
Guarantor as the case may be, fails within twenty (20) days after Notice from
Lessor thereof to cure such condition by terminating such adverse effect and
making Lessor whole for any damage suffered therefrom, or, if with due diligence
such cure cannot be



                                       45
<PAGE>

effected within twenty (20) days, if Lessee has failed to commence to cure the
same within the twenty (20) days or failed thereafter to proceed promptly and
with due diligence to cure such condition and complete such cure prior to the
time that such condition causes a default in any Facility Mortgage or any other
lease to which Lessee is subject and prior to the time that the same results in
civil or criminal penalties to Lessor, Lessee, Guarantor or any Affiliates of
any of such parties or the Leased Properties;

                  (g) Lessee defaults, or permits a default, under any Facility
Mortgage, related documents or obligations thereunder which default is not cured
within any applicable grace period provided for therein;

                  (h) A default occurs under the Guaranty;

                  (i) A Transfer occurs without the prior written consent of
Lessor;

                  (j) Except as otherwise provided in subsection (o) below, a
default occurs under any Material Debt when and as the same become due and
payable (subject to any applicable grace period);

                  (k) Lessee fails to purchase the Leased Properties if and as
required under this Lease;

                  (l) Lessee, Guarantor or WCG breaches any of the financial
covenants set forth in Article VIII hereof and the breach is not cured within a
period of thirty (30) days after the earlier to occur of (i) the Notice thereof
from Lessor, or (ii) knowledge thereof by Lessee, Guarantor or WCG;

                  (m) Lessee or Guarantor fails to observe or perform any other
term, covenant or condition of this Lease and the failure is not cured by Lessee
within a period of thirty (30) days after Notice thereof from Lessor;

                  (n) Lessee or Guarantor breaches any representation or
warranty made by it in this Lease;

                  (o) An Event of Default (as defined in the Credit Agreement),
occurs and an acceleration of any of the Loans as defined in the Credit
Agreement results;

                  (p) One or more judgments for the payment of money in an
aggregate amount in excess of $25,000,000 shall be rendered against Lessee,
Guarantor or WCG, or any combination thereof and the same shall remain
undischarged for a period of thirty (30) consecutive days during which execution
shall not be effectively stayed, or any action shall be legally taken by a
judgment creditor to attach or levy upon any assets of Lessee, Guarantor or WCG
to enforce any such judgment;

                  (q) An ERISA Event shall have occurred that, in the opinion of
the Lessor, when taken together with all other ERISA Events that have occurred,
could reasonably be



                                       46
<PAGE>

expected to result in liability of Lessee, Guarantor or WCG in an aggregate
amount exceeding $25,000,000 for all periods;

                  (r) The Guaranty shall cease for any reason (other than the
merger out of existence of the Guarantor pursuant to a transaction permitted
hereunder or pursuant to the express terms of the Guaranty) to be in full force
and effect, or Guarantor shall so assert in writing;

                  (s) A Change in Control shall occur;

                  (t) Lessee or Guarantor fails to observe or perform any
provisions of Article XIII regarding insurance; or

                  (u) This Lease together with the Purchase Agreement are
determined not to be a Qualifying Issuance as defined in the Credit Agreement.

                  Facility: Each of the Center and the Parking Structure.

                  Facility Mortgage: Any mortgage, deed of trust or other
security agreement which with the express, prior, written consent of Lessor is a
lien upon any or all of the Leased Properties, whether such lien secures an
Assumed Indebtedness or another obligation or obligations.

                  Facility Mortgagee: The secured party to a Facility Mortgage.

                  Financial Statement: As to WCG, for any period, a statement of
earnings and retained earnings and of changes in financial position and profit
and loss for such period, and for the period from the beginning of the fiscal
year to the end of such period, and the related balance sheet as at the end of
such period, together with the notes thereto, all in reasonable detail and
setting forth in comparative form the corresponding figures for the
corresponding period in the preceding fiscal year, and prepared in accordance
with GAAP, certified to be accurate and complete by the chief financial officer
of WCG. WCG's fiscal year-end Financial Statement shall be an audited financial
report prepared by Ernst & Young LLP or other independent certified public
accountants of recognized national standing and otherwise reasonably
satisfactory to Lessor, containing WCG's balance sheet as of the end of that
year, its related profits and losses, a statement of shareholder's equity for
that year, a statement of cash flows for that year, any management letter
prepared by those certified public accountants and such comments and financial
details as are customarily included in reports of like character and the
unqualified opinion of the certified public accountants as to the fairness of
the statements therein.

                  Fixtures: Collectively, all permanently affixed Equipment,
machinery, and fixtures, all as defined in Article 9 of the UCC, and other items
of real and/or personal property (excluding Leased Personal Property and any
portion of the Central Plant), including all components thereof, now and
hereafter located in, on or used in connection with, and permanently affixed to
or incorporated into the Leased Improvements, including, without limitation, all
furnaces, boilers, heaters, electrical equipment, heating, plumbing, lighting,
ventilating, refrigerating, incineration, air and water pollution control, waste
disposal, air-cooling and air-conditioning systems and apparatus (other than
individual units), sprinkler systems and fire and theft protection equipment,
towers and other devices for the transmission of radio,



                                       47
<PAGE>

television and other signals, all of which, to the greatest extent permitted by
law, are hereby deemed by the parties hereto to constitute real estate, together
with all replacements, modifications, alterations and additions thereto.

                  GAAP: Generally accepted accounting principles in the United
States of America, in effect at the time in question.

                  Governmental Authority: The government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

                  Guaranty: The Guaranty of even date herewith in the form
attached hereto as EXHIBIT H executed by Guarantor.

                  Hazardous Materials: All explosive or radioactive substances
or wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law as hazardous, toxic, a pollutant or a contaminant.

                  Impositions: Collectively, all taxes (including, without
limitation, all capital stock and franchise taxes of Lessor and all ad valorem,
sales and use, single business, gross receipts, transaction privilege, rent or
similar taxes to the extent the same are assessed against Lessor on the basis of
its gross or net income from this Lease or the value of the Leased Properties),
assessments (including Assessments), ground rents, water, sewer or other rents
and charges, excises, tax levies, fees (including, without limitation, license,
permit, inspection, authorization and similar fees), and all other governmental
charges, in each case whether general or special, ordinary or extraordinary, or
foreseen or unforeseen, of every character in respect of the Leased Properties
or the businesses conducted thereon by Lessee and/or the Rent (including all
interest and penalties thereon), which at any time prior to, during or in
respect of the Term may be assessed or imposed on or in respect of or be a lien
upon (i) Lessor or Lessor's interest in the Leased Properties, (ii) the Leased
Properties or any part thereof or any rent therefrom or any estate, right, title
or interest therein, or (iii) any occupancy, operation, use or possession of, or
sales from, or activity conducted on, or in connection with the Leased
Properties or the leasing or use of the Leased Properties or any part thereof or
(iv) the Rent; notwithstanding the foregoing, Imposition shall not include: (i)
except as provided above, any tax imposed on Lessor's gross or net income
generally and not specifically arising in connection with the Leased Properties
(unless such a tax is levied, assessed or imposed in lieu of a portion or all of
a tax which was included within the definition of "Imposition,") or (ii) any
transfer or other tax imposed with respect to any subsequent sale, exchange or
other disposition by Lessor of the Leased Properties or any part thereof or the
proceeds thereof.

                  Insurance Requirements: All terms of any insurance policy
required by this Lease and all requirements of the issuer of any such policy.



                                       48
<PAGE>

                  Interest Rate: The rate as set forth on EXHIBIT I.

                  Inventory: Collectively, all of the inventory as defined in
Article 9 of the UCC comprising part of the Leased Personal Property.

                  Investigation: Soil and chemical tests or any other
environmental investigations, examinations or analyses.

                  Judgment Date: The date on which a judgment is entered against
Lessee which establishes, without the possibility of appeal, the amount of
liquidated damages to which Lessor is entitled hereunder.

                  Land: The Center Parcel and the Parking Structure Parcel.

                  La Petite Lease. The term "La Petite Lease" shall mean that
certain Ground Lease with Construction by Lessee between Williams Realty Corp.
(now Williams Headquarters Building Company), as Landlord and La Petite Academy,
Inc., as Lessee, dated July 22, 1987, as amended by that certain First Amendment
to Lease Agreement dated February 28, 1989.

                  La Petite Parcel. The term "La Petite Parcel" shall mean the
real property covered by the La Petite Lease.

                  Lease: As defined in the Preamble.

                  Lease Year: Each period of twelve (12) calendar months
commencing with the Commencement Date, and any succeeding twelve (12) month
period during the Term.

                  Leased Improvements: Collectively, all buildings, structures,
Fixtures and other improvements of every kind on the Land including, but not
limited to the Center, the Parking Structure and the Skywalk, and all alleyways,
sidewalks, utility pipes, conduits and lines (on-site and off-site), parking
areas and roadways appurtenant to such buildings and structures.

                  Leased Personal Property: The Category 1 FF&E, the Category 2
FF&E, and all Personal Property leased to Lessee on the Commencement Date, and
all Personal Property that pursuant to the terms of the Lease becomes the
property of Lessor during the Term.

                  Leased Property: The Land on which a Facility is located, the
Leased Improvements on such portion of the Land, the Related Rights with respect
to such portion of the Land.

                  Leased Properties: All Leased Property and Leased Personal
Property, SPECIFICALLY EXCLUDING, however, the Central Plant.



                                       49
<PAGE>

                  Leased Properties Trade Name: The name under which the Leased
Properties do business during the Term. The current Leased Properties Trade Name
is both "One Technology Center" and "Williams Technology Center".

                  Legal Requirements: All federal, state, county, municipal and
other governmental statutes, laws, rules, orders, waivers, regulations,
ordinances, judgments, decrees and injunctions affecting the Leased Properties
or any portion thereof, Lessee's Personal Property or the construction, use or
alteration thereof, including but not limited to the Americans with Disabilities
Act, whether enacted and in force before, after or on the Commencement Date, and
including any which may (i) require repairs, modifications, alterations or
additions in or to any portion or all of the Facilities, or (ii) in any way
adversely affect the use and enjoyment thereof, and all permits, licenses and
authorizations and regulations relating thereto, and all covenants, agreements,
restrictions and Encumbrances contained in any instruments, either of record or
known to Lessee (other than Encumbrances created by Lessor without the consent
of Lessee), in force at any time during the Term.

                  Lessee's Certificate: A statement in writing in substantially
the form of EXHIBIT D (with such changes thereto as may reasonably be requested
by the person relying on such certificate).

                  Lessee's Personal Property: Personal Property owned or leased
by Lessee that is not included within the definition of Leased Personal Property
but is used by Lessee in the operation of the Facilities, including Personal
Property provided by Lessee in compliance with Section 6.3.

                  Manager: The Person to which management of the operation of a
Facility is delegated.

                  Material Adverse Change: Any event, development or
circumstance that has had or could reasonably expect to have a Material Adverse
Effect.

                  Material Adverse Effect: A material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
Lessee, Guarantor, or WCG, taken as a whole, (b) the ability of Lessee,
Guarantor, or WCG to perform any of its duties or obligations under this Lease
or the Credit Agreement, or (c) the rights of or benefits available to the
Lessor under this Lease.

                  Material Debt: Any Debt (other than the financial obligations
under this Lease), of the Lessee, Guarantor, or WCG, in an aggregate principal
amount exceeding $25,000,000.00.

                  Net Proceeds: All proceeds, net of any costs incurred by
Lessor in obtaining such proceeds, payable under any policy of insurance
required by Article XIII of this Lease (including any proceeds with respect to
Lessee's Personal Property that Lessee is required or elects to restore or
replace pursuant to Section 14.3) or paid by a Condemnor for the Taking of any
of all or any portion of a Leased Property.



                                       50
<PAGE>

                  Notice: A notice given in accordance with Article XXXI.

                  Notice of Termination: A Notice from Lessor that it is
terminating this Lease by reason of an Event of Default or otherwise as
specifically set forth in this Lease.

                  Officer: The chairman of the board of directors, the
president, any vice president and the secretary of any corporation, a general
partner of any partnership, and a manager or managing member of any limited
liability company.

                  Officer's Certificate: If for a corporation, a certificate
signed by one or more officers of the corporation authorized to do so by the
bylaws of such corporation or a resolution of the Board of Directors thereof; if
for a partnership, limited liability company or any other kind of entity, a
certificate signed by a Person having the authority to so act on behalf of such
entity.

                  Overdue Rate: On any date, the interest rate per annum, that
is equal to two percent (2%) (two hundred (200) basis points) above the Prime
Rate, but in no event greater than the maximum rate then permitted under
applicable law.

                  Parking Structure. The multi-story parking facility located on
the Parking Structure Parcel.

                  Parking Structure Parcel. The real property more particularly
described on EXHIBIT B on which the Parking Structure is located, which includes
without limitation, the La Petite Parcel.

                  Partial Taking: A taking of less than the entire fee of a
Leased Property that either (i) does not render the Leased Property Unsuitable
for its Primary Use, or (ii) renders a Leased Property Unsuitable for its
Primary Intended Use, but neither Lessor nor Lessee elects pursuant to Section
15.1 hereof to terminate this Lease.

                  Payment Date: Any due date for the payment of the installments
of Base Rent or for the payment of Additional Charges or any other amount
required to be paid by Lessee hereunder.

                  Permitted Encumbrances: Encumbrances listed on attached
EXHIBIT E.

                  Person: Any natural person, trust, partnership, corporation,
joint venture, limited liability company or other legal entity.

                  Personal Property: All tangible and intangible personal
property including but not limited to machinery, equipment, furniture,
furnishings, movable walls or partitions, computers (and all associated
software), trade fixtures and other personal property (but excluding consumable
inventory and supplies owned by Lessee) used in connection with the Leased
Properties, together with all replacements, substitutions, and alterations
thereof and additions thereto including all tangible personal property acquired
hereafter used in connection with the



                                       51
<PAGE>

Leased Properties, except items, if any, (i) included within the definition of
Fixtures or Leased Improvements, and (ii) any and all components of the Central
Plant.

                  Plan: Any employee pension benefit plan (other than a
multiemployer plan as defined in Section 4001(a)(3) of ERISA) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which Lessee or Guarantor is (or, if such plan were
terminated, would under Section 4069 of ERISA be deemed to be) an "employer" as
defined in Section 3(5) of ERISA.

                  Primary Intended Use: Multi-use office and technology
facility.

                  Prime Rate: On any date, an interest rate equal to the prime
rate published by the Wall Street Journal, but in no event greater than the
maximum rate then permitted under applicable law. If the Wall Street Journal
ceases to be in existence, or for any reason no longer publishes such prime
rate, the Prime Rate shall be the rate announced as its prime rate by Citibank,
N.A., and if such bank no longer exists or does not announce a prime rate at
such time, the Prime Rate shall be the rate of interest announced as its prime
rate by Bank of America, N.A.

                  Proceeding: Any litigation, action, proposal or investigation
by or against any agency or entity, including without limitation Lessee and
Guarantor.

                  Purchase Agreement: The Purchase and Sale Agreement of even
date herewith, among Lessor, as Purchaser, Lessee, as Seller, and Guarantor,
covering the Leased Properties.

                  Rate: As defined on EXHIBIT I.

                  Realty: Collectively, the Land and Leased Improvements.

                  Realty Base Rent: During the Realty Term, the Realty Base Rent
shall be the sum computed as set forth on EXHIBIT J.

                  Realty Base Rent Interest: As defined on EXHIBIT J.

                  Realty Base Rent Principal: As defined on EXHIBIT J.

                  Realty Expiration Date: September 1, 2011.

                  Realty Term: Ten (10) Lease Years commencing on the
Commencement Date and ending on the Realty Expiration Date.

                  Regulatory Actions: Any claim, demand, notice, action or
Proceeding brought, threatened or initiated by any governmental authority in
connection with any Environmental Law, including, without limitation, any civil,
criminal and administrative Proceeding whether or not the remedy sought is
costs, damages, equitable remedies, penalties or expenses.

                  Related Rights: All easements, rights-of-way and appurtenances
relating to the Land and the Leased Improvements.



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<PAGE>

                  Release: The intentional or unintentional spilling, leaking,
dumping, pouring, emptying, seeping, disposing, discharging, emitting,
depositing, injecting, leaching, escaping, abandoning, or any other release or
threatened release, however defined, of any Hazardous Materials.

                  Rent: Collectively, Base Rent and Additional Charges.

                  Replacement Cost: The actual replacement cost of a Leased
Property. Replacement Cost shall be an amount sufficient that neither Lessor nor
Lessee is deemed to be a co-insurer of the Leased Property in question. Lessor
shall have the right from time to time, but no more frequently than once in any
period of three (3) consecutive Lease Years, to have Replacement Cost reasonably
redetermined by the all-risk property insurance company or another reputable
appraisal service, which determination shall be final and binding on the parties
hereto, and upon such determination Lessee shall forthwith increase, but not
decrease, the amount of the insurance carried pursuant to Section 13.2.1 to the
amount so determined, subject to the approval of any Facility Mortgagee. Lessee
shall pay the fee, if any, of the insurer making such determination.

                  Repurchase Price: The total Base Rent remaining unpaid at the
time of repurchase of the Realty (and the Leased Personal Property, if
applicable), by the Lessee together with all accrued, unpaid Additional Charges.

                  SEC: Securities and Exchange Commission.

                  Skywalk: The elevated pedestrian bridge and support structure,
connecting the Parking Structure to the Center over a portion of South
Cincinnati Avenue and a portion of East First Street, Tulsa, Oklahoma, that is
approximately twenty-seven (27) feet above the driving lanes of such streets,
together with the air rights for the three (3) dimensional space within which it
is suspended.

                  State: The State of Oklahoma.

                  Taken: Conveyed pursuant to a Taking.

                  Taking: A taking or voluntary conveyance during the Term of
all or part of a Leased Property, or any interest therein or right accruing
thereto or use thereof, as the result of, or in settlement of any condemnation
or other eminent domain Proceeding affecting the Leased Property whether or not
the same shall have actually been commenced.

                  Terms: As defined in Section 1.3.

                  Termination Date: The date on which this Lease terminates
pursuant to a Notice of Termination.



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<PAGE>

                  Third Party Claims: Any claim, action, demand or Proceeding
(other than Regulatory Actions) howsoever based (including without limitation
those based on negligence, trespass, strict liability, nuisance, toxic tort or
detriment to health welfare or property) due to Contamination, whether or not
the remedy sought is costs, damages, penalties or expenses, brought by any
person or entity other than a governmental agency.

                  Transfer: The (a) assignment, mortgaging or other encumbering
of all or any part of Lessee's interest in this Lease or in the Leased
Properties, (b) Change in Control of Lessee, Guarantor or WCG, or (c) sale,
issuance or transfer, cumulatively or in one transaction, of any interest, or
the termination of any interest, in Lessee, Guarantor or WCG, if Lessee,
Guarantor or WCG is a joint venture, partnership, limited liability company or
other association, which results in a Change of Control of such joint venture,
partnership, limited liability company or other association.

                  Transferee: An assignee, subtenant or other occupant of a
Leased Property pursuant to a Transfer.

                  TWC: The Williams Companies, Inc., a Delaware corporation.

                  UCC: The Uniform Commercial Code as in effect in the State.

                  Unsuitable for Its Primary Intended Use: A state or condition
of a Facility such that by reason of a Partial Taking, the Facility cannot be
operated on a commercially practicable basis for its Primary Intended Use,
taking into account, among other relevant factors, the number of usable square
footage permitted by applicable law and regulation in the Facility after the
Partial Taking, the square footage Taken and the estimated revenue impact of
such Partial Taking.

                  WCG: Williams Communications Group, Inc., a Delaware
corporation.

                  Withdrawal Liability: The liability to a multiemployer plan as
a result of a complete or partial withdrawal from such multiemployer plan, as
such terms are defined in Part I of Subtitle E of Title IV of ERISA.

                                   ARTICLE III

                                      RENT

         3.1 BASE RENT; MONTHLY INSTALLMENTS. In addition to all other payments
to be made by Lessee under this Lease, Lessee shall pay Lessor the Base Rent in
lawful money of the United States of America which is legal tender for the
payment of public and private debts, in arrears, in monthly installments. The
first installment of Base Rent shall be payable on October 1, 2001, provided
however, with respect to levels two (2) and three (3) of the Center, no Realty
Base Rent shall be payable (provided however, such Realty Base Rent shall
accrue) until both such levels are completed and ready for occupancy, which
prorated amount of Realty Base Rent (2/15ths of each monthly installment of
Realty Base Rent) shall be deducted from the total



                                       54
<PAGE>

Base Rent otherwise payable under this Lease. The Realty Base Rent Interest
accruing up to and including the date upon which such levels are completed and
ready for occupancy, shall be converted to Realty Base Rent Principal on a
monthly basis. Thereafter, installments of Base Rent shall be payable on the
first (1st) day of each calendar month. Base Rent shall be paid to Lessor, or to
such other Person as Lessor from time to time may designate by Notice to Lessee,
by check or wire transfer of immediately available federal funds to the bank
account designated in writing by Lessor. If Lessor directs Lessee to pay any
Base Rent or Additional Charges to any Person other than Lessor, Lessee shall
send to Lessor simultaneously with such payment a copy of the transmittal letter
or invoice and check whereby such payment is made, or such other evidence of
such payment as Lessor may require.

         3.2 ADDITIONAL CHARGES. In addition to the Base Rent, Lessee will also
pay as and when due, all Additional Charges.

         3.3 LATE CHARGE; INTEREST. If any Rent payable to Lessor is not paid
when due, Lessee shall pay Lessor on demand, as an Additional Charge, (a) a late
charge equal to the greater of (i) two percent (2%) of the amount not paid
within five (5) days of the date when due and (ii) any and all charges,
expenses, fees or penalties imposed on Lessor by a Facility Mortgagee for late
payment, plus (b) if such Rent (including the late charge) is not paid within
ten (10) days of the date due, interest thereon at the Overdue Rate from such
tenth (10th) day until such Rent (including the late charge and interest) is
paid in full.

         3.4 NET LEASE.

                  3.4.1 Absolute Obligation. The Rent shall be paid absolutely
         net to Lessor, so that this Lease shall yield to Lessor the full amount
         of the Rent payable to Lessor hereunder throughout the Term, subject
         only to any provisions of the Lease which expressly provide for
         adjustment or abatement of Rent or other charges.

                  3.4.2 No Counterclaim or Cross Complaint. If Lessor commences
         any Proceeding for non-payment of Rent, Lessee will not interpose any
         counterclaim or cross complaint or similar pleading of any nature or
         description in such Proceeding unless Lessee would lose or waive such
         claim by the failure to assert it, but Lessee does not waive any rights
         to assert such claim in a separate action brought by Lessee. The
         covenants to pay Rent are independent covenants, and Lessee shall have
         no right to hold back, offset or fail to pay any Rent because of any
         alleged default by Lessor or for any other reason whatsoever.

                                   ARTICLE IV

                                   IMPOSITIONS

         4.1 PAYMENT OF IMPOSITIONS. Subject to Article XII relating to
permitted contests, Lessee will pay all Impositions at least twenty (20) days
before any fine, penalty, interest or cost is added for non-payment, and will
promptly, upon request, furnish to Lessor copies of official receipts or other
satisfactory proof evidencing such payments. If at the option



                                       55
<PAGE>

of the taxpayer any Imposition may lawfully be paid in installments, Lessee may
pay the same in the required installments provided it also pays any and all
interest due thereon as and when due.

         4.2 ADJUSTMENT OF IMPOSITIONS. Impositions imposed in respect of the
tax-fiscal period during which the Term ends shall be adjusted and prorated
between Lessor and Lessee, whether or not imposed before or after the expiration
of the Term or the earlier termination thereof, and Lessee's obligation to pay
its prorated share thereof shall survive such expiration or earlier termination.

         4.3 UTILITY CHARGES. Lessee will pay or cause to be paid when due all
charges for electricity, power, gas, oil, water and other utilities imposed upon
the Leased Properties or upon Lessor or Lessee with respect to the Leased
Properties.

         4.4 INSURANCE PREMIUMS. Lessee shall pay or cause to be paid when due
all premiums for the insurance coverage required to be maintained pursuant to
Article XIII during the Term.

         4.5 TAX RETURNS AND REFUNDS Lessee shall prepare and file as and when
required all tax returns and reports required by governmental authorities with
respect to all Impositions. Lessor and Lessee shall each, upon request, provide
the other with such data, including without limitation cost and depreciation
records, as is maintained by the party to whom the request is made as is
necessary to prepare any required returns and reports. If any provision of any
Facility Mortgage requires deposits for payment of Impositions, Lessee shall
either pay the required deposits to Lessor monthly and Lessor shall make the
required deposits, or, if directed in writing to do so by Lessor, Lessee shall
make such deposits directly. Lessee shall be entitled to receive and retain any
refund from a taxing authority in respect of an Imposition paid by Lessee if at
the time of the refund no Event of Default has occurred and is continuing, but
if an Event of Default has occurred and is continuing at the time of the refund,
Lessee shall not be entitled to receive or retain such refund and if and when
received by Lessor such refund shall be applied as provided in Article XVI.

                                    ARTICLE V

                            NO TERMINATION AND WAIVER

         5.1 NO TERMINATION, ABATEMENT, ETC. Lessee shall not take any action
without the consent of Lessor to modify, surrender or terminate this Lease, and
shall not seek or be entitled to any abatement, deduction, deferment or
reduction of Rent, or setoff against Rent. The respective obligations of Lessor
and Lessee shall not be affected by reason of (i) any damage to, or destruction
of, the Leased Properties or any portion thereof from whatever cause or any
Taking of the Leased Properties or any portion thereof, except as expressly set
forth herein; (ii) the lawful or unlawful prohibition of, or restriction upon,
Lessee's use of the Leased Properties, or any portion thereof, or the
interference with such use by any Person or by reason of eviction by paramount
title; (iii) any claim which Lessee has or might have against Lessor or by
reason of any default or breach of any warranty by Lessor under this Lease or
any other agreement between Lessor and Lessee, or to which Lessor and Lessee are
parties, (iv) any bankruptcy,



                                       56
<PAGE>

insolvency, reorganization, composition, readjustment, liquidation, dissolution,
winding up or other Proceeding affecting Lessor or any assignee or transferee of
Lessor, or (v) any other cause whether similar or dissimilar to any of the
foregoing other than a discharge of Lessee from any such obligations as a matter
of law. Lessee hereby specifically waives all rights, arising from any
occurrence whatsoever, which may now or hereafter be conferred upon it by law to
(a) modify, surrender or terminate this Lease or quit or surrender the Leased
Properties or any portion thereof, or (b) entitle Lessee to any abatement,
reduction, suspension or deferment of the Rent or other sums payable by Lessee
hereunder except as otherwise specifically provided in this Lease.

                                   ARTICLE VI

                             LEASE CHARACTERIZATION

         6.1 STATUS OF OWNERSHIP OF THE LEASED PROPERTIES. Lessor and Lessee
agree that to the full extent permitted by applicable tax law and GAAP, for
Lessee, this Lease shall be treated (i) as an operating lease for tax purposes,
and (ii) as a capital lease for financial purposes. Notwithstanding anything
contained in this Section 6.1 or anywhere else in this Lease to the contrary,
Lessor, Lessee and Guarantor agree that it is their intention that this Lease be
treated as a true lease for purposes of the UCC and other applicable laws of the
State.

         6.2 LEASED PERSONAL PROPERTY. Lessee shall, during the Term, maintain
all of the Leased Personal Property in good order, condition and repair as shall
be necessary in order to operate the Facilities for the Primary Intended Use in
compliance with all applicable licensure and certification requirements, all
applicable Legal Requirements and Insurance Requirements, and customary industry
practice for the Primary Intended Use. If any of the Leased Personal Property
requires replacement in order to comply with the foregoing, Lessee shall replace
it with similar property of the same or better quality at Lessee's sole cost and
expense, and when such replacement property is placed in service with respect to
the Leased Properties it shall become Leased Personal Property. Lessee shall not
permit or suffer Leased Personal Property to be subject to any lien, charge,
Encumbrance, financing statement, contract of sale, equipment Lessor's interest
or the like, except for any purchase money security interest or equipment
Lessor's interest expressly approved in advance, in writing, by Lessor. Unless
Lessee purchases the Leased Properties as provided in this Lease, upon the
expiration or earlier termination of this Lease, all of Leased Personal Property
shall be surrendered to Lessor with the Leased Properties at or before the time
of the surrender of the Leased Properties in at least as good a condition as at
the Commencement Date (or, as to replacements, in at least as good a condition
as when placed in service at the Facilities) except for ordinary wear and tear.

         6.3 LESSEE'S PERSONAL PROPERTY. Lessee shall provide and maintain
during the Term such Personal Property, in addition to the Leased Personal
Property, as shall be necessary and appropriate in order to operate the
Facilities for the Primary Intended Use in compliance with all licensure and
certification requirements, in compliance with all applicable Legal Requirements
and Insurance Requirements and otherwise in accordance with customary practice
in the industry for the Primary Intended Use. Without the prior written consent
of Lessor, Lessee shall not permit or suffer Lessee's Personal Property to be
subject to any lien, charge, Encumbrance, financing statement or contract of
sale or the like. Unless Lessee



                                       57
<PAGE>

purchases the Leased Properties as provided in this Lease, upon the expiration
of the Term or the earlier termination of this Lease, without the payment of any
additional consideration by Lessor, Lessee shall be deemed to have sold,
assigned, transferred and conveyed to Lessor all of Lessee's right, title and
interest in and to any of Lessee's Personal Property that, in Lessor's
reasonable judgment, is integral to the Primary Intended Use of the Facilities
(or if some other use thereof has been approved by Lessor as required herein,
such other use as is then being made by Lessee) and, as provided in Section
34.1, Lessor shall have the option to purchase any of Lessee's Personal Property
that is not then integral to such use. Without Lessor's prior written consent,
Lessee shall not remove Lessee's Personal Property that is in use at the
expiration or earlier termination of the Term from the Leased Properties until
such option to purchase has expired or been waived in writing by Lessor. Any of
Lessee's Personal Property that is not integral to the use of the Facilities
being made by Lessee and is not purchased by Lessor pursuant to Section 34.1 may
be removed by Lessee upon the expiration or earlier termination of this Lease,
and, if not removed within twenty (20) days following the expiration or earlier
termination of this Lease, shall be considered abandoned by Lessee and may be
appropriated, sold, destroyed or otherwise disposed of by Lessor without giving
notice thereof to Lessee and without any payment to Lessee or any obligation to
account therefor. Lessee shall reimburse Lessor for any and all expense incurred
by Lessor in disposing of any of Lessee's Personal Property that Lessee may
remove but within such twenty (20) day period fails to remove, and shall either
at its own expense restore the Leased Properties to the condition required by
Section 9.1.5, including repair of all damage to the Leased Properties caused by
the removal of any of Lessee's Personal Property, or reimburse Lessor for any
and all expense incurred by Lessor for such restoration and repair.

                                   ARTICLE VII

                    CONDITION, USE AND ENVIRONMENTAL MATTERS

         7.1 CONDITION OF THE LEASED PROPERTIES. Lessee acknowledges that it has
inspected and otherwise has knowledge of the condition of the Leased Properties
prior to the execution and delivery of this Lease and has found the same to be
in good order and repair and satisfactory for its purposes hereunder. Lessee is
leasing the Leased Properties "as is" in their condition on the Commencement
Date. Lessee waives any claim or action against Lessor in respect of the
condition of the Leased Properties. LESSOR MAKES NO WARRANTY OR REPRESENTATION
EXPRESS OR IMPLIED, IN RESPECT OF THE LEASED PROPERTIES OR ANY PART THEREOF,
EITHER AS TO ITS FITNESS FOR USE, DESIGN OR CONDITION FOR ANY PARTICULAR USE OR
PURPOSE OR OTHERWISE AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP THEREIN,
LATENT OR PATENT, IT BEING AGREED THAT ALL SUCH RISKS ARE TO BE BORNE BY LESSEE.
Lessee further acknowledges that throughout the Term Lessee is solely
responsible for the condition of the Leased Properties. Subject in all cases to
the provisions of Section 3.4.2, nothing contained in this Agreement including
without limitation, this Section 7, shall be deemed to inhibit, restrict or
waive any independent rights Lessee may have under the Construction Completion
Agreement.



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<PAGE>

         7.2 USE OF THE LEASED PROPERTIES. Throughout the Term, Lessee shall
continuously use the Leased Properties for the Primary Intended Use and uses
incidental thereto. Lessee shall not use the Leased Properties or any portion
thereof for any other use without the prior written consent of Lessor. No use
shall be made or permitted to be made of, or allowed in, the Leased Properties,
and no acts shall be done, which will cause the cancellation of, or be
prohibited by, any insurance policy covering the Leased Properties or any part
thereof, nor shall the Leased Properties or Lessee's Personal Property be used
for any unlawful purpose. Lessee shall not commit or suffer to be committed any
waste on the Leased Properties, or cause or permit any nuisance thereon, or
suffer or permit the Leased Properties or any portion thereof, or Lessee's
Personal Property, to be used in such a manner as (i) might reasonably tend to
impair Lessor's (or Lessee's, as the case may be) title thereto or to any
portion thereof, or (ii) may reasonably make possible a claim or claims of
adverse usage or adverse possession by the public, as such, or of implied
dedication of the Leased Properties or any portion thereof.

         7.3 CERTAIN ENVIRONMENTAL MATTERS.

                  7.3.1 Prohibition Against Use of Hazardous Materials. Lessee
         shall not permit, conduct or allow on the Leased Properties, the
         generation, introduction, presence, maintenance, use, receipt,
         acceptance, treatment, manufacture, production, installation,
         management, storage, disposal or release of any Hazardous Materials
         except for those types and quantities of Hazardous Materials necessary
         for and ordinarily associated with the conduct of Lessee's business
         which are used in full compliance with all Environmental Laws.

                  7.3.2 Notice of Environmental Claims, Actions or
         Contaminations. Lessee shall notify Lessor, in writing, immediately
         upon learning of any existing, pending or threatened: (a)
         investigation, inquiry, claim or action by any governmental authority
         in connection with any Environmental Laws, (b) Third Party Claims, (c)
         Regulatory Actions, and/or (d) Contamination of any portion of the
         Leased Properties.

                  7.3.3 Costs of Remedial Actions with Respect to Environmental
         Matters. If any investigation and/or Clean-Up of any Hazardous
         Materials or other environmental condition on, under, about or with
         respect to a Leased Property is required by any Environmental Law,
         Lessee shall complete, at its own expense, such investigation and/or
         Clean-Up or cause any other Person that may be legally responsible
         therefore to complete such investigation and/or Clean-Up.

                  7.3.4 Delivery of Environmental Documents. Lessee shall
         deliver to Lessor complete copies of any and all Environmental
         Documents that may now be in or at any time hereafter come into the
         possession of Lessee.

                  7.3.5 Environmental Audit. At Lessee's expense, Lessee shall
         deliver to Lessor, an Environmental Audit from time to time, upon and
         within thirty (30) days of Lessor's request therefor, but no more than
         once every two (2) calendar years, except in the event of (i) any
         construction or excavation of, or material alteration to any portion of
         the Leased Properties, or (ii) Lessor reasonably suspects that
         Contamination of any portion of



                                       59
<PAGE>

         the Leased Properties has occurred or been discovered, in either case
         Lessor may thereafter request an Environmental Audit. All tests and
         samplings shall be conducted using generally accepted and
         scientifically valid technology and methodologies. Lessee shall give
         the engineer or environmental consultant conducting the Environmental
         Audit reasonable and complete access to the Leased Properties and to
         all records in the possession of Lessee that may indicate the presence
         (whether current or past) of a Release or threatened Release of any
         Hazardous Materials on, in, under, about and adjacent to any Leased
         Property. Lessee shall also provide the engineer or environmental
         consultant full access to and the opportunity to interview such persons
         as may be employed in connection with the Leased Properties as the
         engineer or consultant deems appropriate. However, Lessor shall not be
         entitled to request an Environmental Audit from Lessee unless (a) after
         the Commencement Date there have been changes, modifications or
         additions to Environmental Laws as applied to or affecting any of the
         Leased Properties; (b) a significant change in the condition of any of
         the Leased Properties has occurred; (c) there are fewer than six (6)
         months remaining in the Term; or (d) Lessor has another good reason for
         requesting such certificate or certificates. If the Environmental Audit
         discloses the presence of Contamination or any noncompliance with
         Environmental Laws, Lessee shall immediately perform all of Lessee's
         obligations hereunder with respect to such Hazardous Materials or
         noncompliance.

                  7.3.6 Entry onto Leased Properties for Environmental Matters.
         If Lessee fails to provide an Environmental Audit as and when required
         by Section 7.3.5, in addition to Lessor's other remedies Lessee shall
         permit Lessor from time to time, by its employees, agents, contractors
         or representatives, to enter upon the Leased Properties for the purpose
         of conducting such Investigations as Lessor may desire, the expense of
         which shall promptly be paid or reimbursed by Lessee as an Additional
         Charge. Lessor, and its employees, agents, contractors, consultants
         and/or representatives, shall conduct any such Investigation in a
         manner which does not unreasonably interfere with Lessee's use of and
         operations on the Leased Properties (however, reasonable temporary
         interference with such use and operations is permissible if the
         investigation cannot otherwise be reasonably and inexpensively
         conducted). Other than in an emergency, Lessor shall provide Lessee
         with prior notice before entering any of the Leased Properties to
         conduct such Investigation, and shall provide copies of any reports or
         results to Lessee, and Lessee shall cooperate fully in such
         Investigation.

                  7.3.7 Environmental Matters Upon Termination of the Lease or
         Expiration of Term. Upon the expiration or earlier termination of the
         Term of this Lease, Lessee shall cause the Leased Properties to be
         delivered free of any and all Regulatory Actions and Third Party Claims
         and otherwise in compliance with all Environmental Laws with respect
         thereto, and in a manner and condition that is reasonably required to
         ensure that the then present use, operation, leasing, development,
         construction, alteration, refinancing or sale of the Leased Property
         shall not be restricted by any environmental condition existing as of
         the date of such expiration or earlier termination of the Term.

                  7.3.8 Compliance with Environmental Laws. Lessee shall comply
         with, and cause its agents, servants and employees, to comply with, and
         shall use reasonable efforts



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<PAGE>

         to cause each occupant and user of any of the Leased Properties, and
         the agents, servants and employees of such occupants and users, to
         comply with each and every Environmental Law applicable to Lessee, the
         Leased Properties and each such occupant or user with respect to the
         Leased Properties. Specifically, but without limitation:

                           7.3.8.1 Maintenance of Licenses and Permits. Lessee
                  shall obtain and maintain (and Lessee shall use reasonable
                  efforts to cause each tenant, occupant and user to obtain and
                  maintain) all permits, certificates, licenses and other
                  consents and approvals required by any applicable
                  Environmental Law from time to time with respect to Lessee,
                  each and every part of the Leased Properties and/or the
                  conduct of any business at a Facility or related thereto;

                           7.3.8.2 Contamination. Lessee shall not cause, suffer
                  or permit any Contamination;

                           7.3.8.3 Clean-Up. If a Contamination occurs, the
                  Lessee promptly shall Clean-Up and remove any Hazardous
                  Materials or cause the Clean-Up and the removal of any
                  Hazardous Materials and in any such case such Clean-Up and
                  removal of the Hazardous Materials shall be effected to
                  Lessor's reasonable satisfaction and in any event in strict
                  compliance with and in accordance with the provisions of the
                  applicable Environmental Laws;

                           7.3.8.4 Discharge of Lien. Within twenty (20) days of
                  the date any lien is imposed against the Leased Properties or
                  any part thereof under any Environmental Law, Lessee shall
                  cause such lien to be discharged (by payment, by bond or
                  otherwise to Lessor's absolute satisfaction);

                           7.3.8.5 Notification of Lessor. Within five (5)
                  Business Days after receipt by Lessee of notice or discovery
                  by Lessee of any fact or circumstance which might result in a
                  breach or violation of any covenant or agreement, Lessee shall
                  notify Lessor in writing of such fact or circumstance; and

                           7.3.8.6 Requests, Orders and Notices. Within five (5)
                  Business Days after receipt of any request, order or other
                  notice relating to the Leased Properties under any
                  Environmental Law, Lessee shall forward a copy thereof to
                  Lessor.

                  7.3.9 Environmental Related Remedies. In the event of a breach
         by Lessee beyond any applicable notice and/or grace period of its
         covenants with respect to environmental matters, Lessor may, in its
         sole discretion, do any one or more of the following (the exercise of
         one right or remedy hereunder not precluding the simultaneous or
         subsequent exercise of any other right or remedy hereunder):

                           7.3.9.1 Cause a Clean-Up. Cause the Clean-Up of any
                  Hazardous Materials or other environmental condition on or
                  under the Leased Properties, or both, at Lessee's cost and
                  expense; or



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<PAGE>

                           7.3.9.2 Payment of Regulatory Damages. Pay on behalf
                  of Lessee any damages, costs, fines or penalties imposed on
                  Lessee or Lessor as a result of any Regulatory Actions; or

                           7.3.9.3 Payments to Discharge Liens. On behalf of
                  Lessee, make any payment or perform any other act or cause any
                  act to be performed which will prevent a lien in favor of any
                  federal, state or local governmental authority from attaching
                  to the Leased Properties or which will cause the discharge of
                  any lien then attached to the Leased Properties; or

                           7.3.9.4 Payment of Third Party Damages. Pay, on
                  behalf of Lessee, any damages, cost, fines or penalties
                  imposed on Lessee as a result of any Third Party Claims; or

                           7.3.9.5 Demand of Payment. Demand that Lessee make
                  immediate payment of all of the costs of such Clean-Up and/or
                  exercise of the remedies set forth in this Section 7.3
                  incurred by Lessor and not theretofore paid by Lessee as of
                  the date of such demand.

                  7.3.10 Environmental Indemnification. Lessee and Guarantor
         shall and do hereby indemnify, and shall defend and hold harmless
         Lessor, its principals, Officers, directors, agents, employees,
         parents, and Affiliates from each and every incurred and potential
         claim, cause of action, damage, demand, obligation, fine, laboratory
         fee, liability, loss, penalty, imposition settlement, levy, lien
         removal, litigation, judgment, Proceeding, disbursement, expense and/or
         cost (including without limitation the cost of each and every
         Clean-Up), however defined and of whatever kind or nature, known or
         unknown, foreseeable or unforeseeable, contingent, incidental,
         consequential or otherwise (including, but not limited to, attorneys'
         fees, consultants' fees, experts' fees and related expenses, capital,
         operating and maintenance costs, incurred in connection with (i) any
         Investigation or monitoring of site conditions, (ii) any amounts paid
         or advanced by Lessor on behalf of Lessee as set forth in this Article
         7, and (iii) any Clean-Up required or performed by any federal, state
         or local governmental entity or performed by any other entity or person
         because of the presence of any Hazardous Materials, Release, threatened
         Release or any Contamination on, in, under or about any of the Leased
         Properties) which may be asserted against, imposed on, suffered or
         incurred by, each and every indemnitee arising out of or in any way
         related to, or allegedly arising out of or due to any environmental
         matter including, but not limited to, any one or more of the following:

                           7.3.10.1 Release Damage or Liability. The presence of
                  Contamination in, on, at, under, or near a Leased Property or
                  migrating to a Leased Property from another location;

                           7.3.10.2 Injuries. All injuries to health or safety
                  (including wrongful death), or to the environment, by reason
                  of environmental matters relating to the condition of or
                  activities past or present on, at, in, under a Leased
                  Property;



                                       62
<PAGE>

                           7.3.10.3 Violations of Law. All violations, and
                  alleged violations, of any Environmental Law relating to a
                  Leased Property or any activity on, in, at, under or near a
                  Leased Property;

                           7.3.10.4 Misrepresentation. All material
                  misrepresentations relating to environmental matters in any
                  documents or materials furnished by Lessee to Lessor and/or
                  its representatives in connection with the Lease;

                           7.3.10.5 Event of Default. Each and every Event of
                  Default relating to environmental matters;

                           7.3.10.6 Lawsuits. Any and all lawsuits brought or
                  threatened, settlements reached and governmental orders
                  relating to any Hazardous Materials at, on, in, under or near
                  a Leased Property, and all demands of governmental
                  authorities, and all policies and requirements of Lessor's,
                  based upon or in any way related to any Hazardous Materials
                  at, on, in, under a Leased Property; and

                           7.3.10.7 Presence of Liens. All liens imposed upon
                  any of the Leased Properties in favor of any governmental
                  entity or any person as a result of the presence, disposal,
                  release or threat of release of Hazardous Materials at, on,
                  in, from, or under a Leased Property.

                  7.3.11 Rights Cumulative and Survival. The rights granted
         Lessor under this Section 7.3 are in addition to and not in limitation
         of any other rights or remedies available to Lessor hereunder or
         allowed at law or in equity or rights of indemnification provided to
         Lessor in any agreement pursuant to which Lessor purchased any of the
         Leased Properties. The payment and indemnification obligations set
         forth in this Section 7.3 shall survive the expiration or earlier
         termination of the Term of this Lease.

                                  ARTICLE VIII

             LEGAL AND INSURANCE REQUIREMENTS; ADDITIONAL COVENANTS

         8.1 COMPLIANCE WITH LEGAL AND INSURANCE REQUIREMENTS. In its use,
maintenance, operation and any alteration of the Leased Properties, Lessee, at
its expense, will promptly (i) comply with all Legal Requirements and Insurance
Requirements, whether or not compliance therewith requires structural changes in
any of the Leased Improvements (which structural changes shall be subject to
Lessor's prior written approval, which approval shall not be unreasonably
withheld or delayed) or interferes with or prevents the use and enjoyment of the
Leased Properties, and (ii) procure, maintain and comply with all licenses, and
other authorizations required for the use of the Leased Properties and Lessee's
Personal Property then being made, and for the proper erection, installation,
operation and maintenance of the Leased Properties or any part thereof. The
judgment of any court of competent jurisdiction, or the admission of Lessee in
any action or Proceeding against Lessee, whether or not Lessor is a party
thereto, that Lessee has violated any such Legal Requirements or Insurance
Requirements shall be conclusive of that fact as between Lessor and Lessee.



                                       63
<PAGE>

         8.2 CERTAIN COVENANTS.

                  8.2.1 Existence; Conduct of Business. Lessee, Guarantor, and
         WCG each will (i) continue to engage in business of the same general
         type as now conducted and (ii) do or cause to be done all things
         necessary to preserve, renew and keep in full force and effect its
         legal existence and the rights, licenses, permits, privileges,
         franchises, patents, copyrights, trademarks and trade names material to
         the conduct of its business.

                  8.2.2 Payment of Obligations. Lessee, Guarantor and WCG each
         (i) will pay its Debt and other material obligations, including tax
         liabilities, before the same shall become delinquent or in default,
         except where (a) the validity or amount thereof is being contested in
         good faith by appropriate legal process, (b) has set aside on its books
         adequate reserves with respect thereto in accordance with GAAP, (c)
         such contest effectively suspends collection of the contested
         obligation and the enforcement of any Encumbrance securing such
         obligation and (d) the failure to make payment pending such contest
         could not reasonably be expected to result in a Material Adverse Effect
         and (ii) shall not breach, in any material respect, or permit to exist
         any material default under, the terms of any material lease,
         commitment, contract, instrument or obligation to which it is a party,
         or by which its properties or assets are bound, except where the
         failure to do the foregoing would not in the aggregate have a Material
         Adverse Effect.

                  8.2.3 Maintenance of Properties. Lessee, Guarantor, and WCG
         each will keep and maintain all property material to the conduct of its
         business in good working order and condition, ordinary wear and tear
         excepted.

                  8.2.4 Insurance. Lessee, Guarantor, and WCG each will
         maintain, with financially sound and reputable insurance companies,
         insurance in such amounts and against such risks as are customarily
         maintained by companies engaged in the same or similar businesses
         operating in the same or similar locations.

                  8.2.5 Casualty and Condemnation. The Lessee will furnish to
         Lessor prompt written notice of any casualty or other insured damage to
         any portion of any of Guarantor's property or assets or the
         commencement of any action or Proceeding for the taking of any of
         Guarantor's property or assets or any part thereof or interest therein
         under power of eminent domain or by condemnation or similar Proceeding
         (in each case with a value in excess of $10,000,000).

                  8.2.6 Books and Records; Inspection and Audit Rights. Lessee,
         Guarantor, and WCG each will keep proper books of record and account in
         which materially full, true and correct entries are made of all
         dealings and transactions in relation to its business and activities.
         Lessee, Guarantor, and WCG each will permit any representatives
         designated by the Lessor at the expense of Lessor, or, if an Event of
         Default shall have occurred and be continuing, at the expense of the
         Lessee, upon reasonable prior notice, to visit and inspect its
         properties, to examine and make extracts from its books and records,
         and to discuss its affairs, finances and condition with its officers
         and independent accountants, all at such reasonable times and as often
         as reasonably requested.



                                       64
<PAGE>

                  8.2.7 Compliance with Laws. Lessee, Guarantor, and WCG each
         will comply with all laws, rules, regulations and orders of any
         Governmental Authority applicable to it or its property (including,
         without limitation, Environmental Laws and ERISA and the rules and
         regulations thereunder), except where the necessity of compliance
         therewith is contested in good faith by appropriate action and such
         failure to comply, individually or in the aggregate, could not
         reasonably be expected to result in a Material Adverse Effect.

                  8.2.8 Further Assurances. At any time and from time to time,
         Lessee and Guarantor each will execute any and all further documents,
         financing statements, agreements and instruments, and take all such
         further actions (including the filing and recording of financing
         statements, fixture filings, mortgages, deeds of trust and other
         documents), which may be required under any applicable law, or which
         the Lessor may reasonably request, to effectuate the transactions
         contemplated by this Lease or to grant, preserve, protect or perfect
         the Encumbrances created or intended to be created in connection with
         this Lease or any of the other documents contemplated herein, required
         to be in effect or the validity or priority of any such Encumbrance,
         all at the expense of Lessee and Guarantor. Lessee and Guarantor also
         agree to provide to Lessor, from time to time upon request, evidence
         reasonably satisfactory to Lessor as to the perfection and priority of
         the Encumbrance created or intended to be created in connection with
         this Lease or any of the other documents contemplated herein.



                                       65
<PAGE>

         8.3 CERTAIN NEGATIVE COVENANTS.

                  8.3.1 No Other Debt. Lessee shall not, directly or indirectly,
         incur or otherwise become liable for any Debt or obligation to pay
         money to any Person other than to (i) Lessor pursuant to this Lease and
         (ii) lessors of leased equipment used in the operation of the
         Facilities.

                  8.3.2 Limitation of Distributions. In or with respect to any
         Lease Year, Lessee shall not pay or distribute to its shareholders or
         any Affiliate in the form of dividends, fees for any services or
         reimbursements for shareholder expenditures or overhead on behalf of
         Lessee or to its Affiliates.

                  8.3.3 Pledge or Encumber Assets. Lessee shall not pledge or
         otherwise encumber any of its assets, other than leased equipment used
         in the operation of the Facilities and liens on assets permitted under
         Section 11.1.

                  8.3.4 Guarantees Prohibited. Lessee shall not guarantee any
         indebtedness of any Person (other than the guarantee of the
         indebtedness under the Credit Agreement).

                  8.3.5 Encumbrances. Neither Lessee nor Guarantor will create,
         incur, assume or permit to exist any Encumbrance on any property or
         asset now owned or hereafter acquired by it, or assign or sell any
         income or revenues or rights in respect of any thereof, except for any
         Permitted Encumbrances or Encumbrances created in connection with or
         specifically contemplated by this Lease or permitted by the Credit
         Agreement.

                  8.3.6 Fundamental Changes. Neither Lessee, Guarantor nor WCG
         will merge into or consolidate with any other Person, or permit any
         other Person to merge into or consolidate with it, or liquidate or
         dissolve, except that, if at the time thereof and immediately after
         giving effect thereto no Event of Default shall have occurred and be
         continuing (i) any Person may merge into the Lessee in a transaction in
         which the Lessee is the surviving entity, provided that any such merger
         involving a Person that is not wholly owned by either Guarantor or WCG
         immediately prior to such merger shall not be permitted, and (ii) any
         person may merge into the Guarantor or WCG in a transaction in which
         the Guarantor or WCG, respectively, is the surviving corporation.

                  8.3.7 Other Material Agreements. Lessee shall not (i) enter
         into any other material agreement relating to any portion of the Leased
         Properties, or (ii) if entered into with Lessor's consent, thereafter,
         amend, modify, renew, replace or otherwise change the terms of any such
         material agreement without the prior written consent of Lessor. For
         purposes of this Section 8.3.7, a "material agreement" shall mean any
         agreement or commitment which requires total payments by Lessee in
         excess of $1,500,000.00, or accumulated annual payments in excess of
         $500,000.00.

         8.4 ADDITIONAL FINANCIAL COVENANTS.

                  8.4.1 Certain Definitions. For purposes of this Section 8.4.1,
         capitalized terms not otherwise specifically defined in this Lease,
         shall have the meanings



                                       66
<PAGE>

         described for such capitalized terms as contained in the Credit
         Agreement (and capitalized terms contained within such definitions as
         set forth in the Credit Agreement shall similarly have the meanings
         described for such capitalized terms therein). Lessee shall provide
         copies of any amendments or restatements or waivers to the Credit
         Agreement to Lessor within five (5) days of execution thereof. Such
         amendments or restatements or waivers shall automatically become a part
         hereof.

                  8.4.2 Total Net Debt to Contributed Capital Ratio. The Total
         Net Debt to Contributed Capital ratio shall at no time prior to January
         1, 2002 exceed .65 to 1.00.

                  8.4.3 Minimum EBITDA. The amount equal to (i) EBITDA for the
         period of four (4) fiscal quarters ending during any period set forth
         below plus (ii) ADP Interest Expense for such period minus (iii) gains
         for such period attributable to Dark Fiber and Capacity Dispositions
         plus (iv) Dark Fiber and Capacity Proceeds for such period shall not be
         less than the amount set forth below opposite such period:

<Table>
<Caption>
PERIOD                                                AMOUNT
------                                                ------
<S>                                                   <C>
January 1, 2001-March 31, 2001                        $200,000,000
APRIL 1, 2001-JUNE 30, 2001                           $300,000,000
July 1, 2001-September 30, 2001                       $350,000,000
October 1, 2001-December 31, 2001                     $350,000,000
</Table>

                  8.4.4 Total Leverage Ratio. (a) The Total Leverage Ratio
         during any period set forth below shall not exceed the ratio set forth
         below opposite such period:

<Table>
<Caption>
                                                      TOTAL
PERIOD                                                LEVERAGE RATIO
------                                                --------------
<S>                                                   <C>
March 31, 2002-December 30, 2002                      12.50:1.00
December 31, 2002-December 30, 2003                   9.50:1.00
December 31, 2003 and thereafter                      4.00:1.00
</Table>

                  8.4.5 Senior Leverage Ratio. The Senior Leverage Ratio during
         any period set forth below shall not exceed the ratio set forth below
         opposite such period:

<Table>
<Caption>
                                                      SENIOR
PERIOD                                                LEVERAGE RATIO
------                                                --------------
<S>                                                   <C>
March 31, 2002-December 30, 2002                      5.25:1.00
December 31, 2002-December 30, 2003                   3.25:1.00
December 31, 2003 and thereafter                      2.50:1.00
</Table>

                  8.4.6 Interest Coverage Ratio . The Interest Coverage Ratio
         for any period of four (4) consecutive fiscal quarters ending during
         any period set forth below shall not be less than the ratio set forth
         below opposite such period:



                                       67
<PAGE>

<Table>
<Caption>
                                                     INTEREST
PERIOD                                               COVERAGE RATIO
------                                               --------------
<S>                                                  <C>
June 30, 2002-June 29, 2003                          1.00:1.00
June 30, 2003-December 30, 2003                      1.50:1.00
December 31, 2003 and thereafter                     2.00:1.00
</Table>

                                   ARTICLE IX

                                   MAINTENANCE

         9.1 MAINTENANCE AND REPAIR.

                  9.1.1 Status and Quality. Lessee, at its expense, will keep or
         cause to be kept, the Leased Properties, and all landscaping, private
         roadways, sidewalks and curbs appurtenant thereto which are under
         Lessee's control and Lessee's Personal Property in good order and
         repair, whether or not the need for such repairs arises out of Lessee's
         use, any prior use, the elements or the age of the Leased Properties or
         any portion thereof, or any cause whatsoever except the act or
         negligence of Lessor, and with reasonable promptness shall make all
         necessary and appropriate repairs thereto of every kind and nature,
         whether interior or exterior, structural or non-structural, ordinary or
         extraordinary, foreseen or unforeseen or arising by reason of a
         condition existing prior to the Commencement Date (concealed or
         otherwise). Lessee shall at all times maintain, operate and otherwise
         manage the Leased Properties on a basis and in a manner consistent with
         the higher of that (i) customarily applied to Class A commercial office
         buildings in the vicinity of the City of Tulsa, Oklahoma, or (ii)
         utilized by Lessor in the management of Lessor's facilities adjacent to
         the Center. All repairs shall, to the extent reasonably achievable, be
         at least equivalent in quality to the original work or the property to
         be repaired shall be replaced. Lessee will not take or omit to take any
         action the taking or omission of which might materially impair the
         value or the usefulness of the Leased Properties or any parts thereof
         for the Primary Intended Use.

                  9.1.2 No Liability of Lessor. Lessor shall not under any
         circumstances be required to maintain, build or rebuild any
         improvements on the Leased Properties (or any private roadways,
         sidewalks or curbs appurtenant thereto), or to make any repairs,
         replacements, alterations, restorations or renewals of any nature or
         description to the Leased Properties, whether ordinary or
         extraordinary, structural or non-structural, foreseen or unforeseen, or
         upon any adjoining property, whether to provide lateral or other
         support or abate a nuisance, or otherwise, or to make any expenditure
         whatsoever with respect thereto, in connection with this Lease. Lessee
         hereby waives, to the extent permitted by law, the right to make
         repairs at the expense of Lessor pursuant to any law in effect at the
         time of the execution of this Lease or hereafter enacted.

                 9.1.3 Contracting with Third Parties. Nothing contained in this
         Lease shall be construed as (i) constituting the consent or request of
         Lessor, expressed or implied, to any contractor, subcontractor,
         laborer, materialmen or vendor to or for the



                                       68
<PAGE>

         performance of any labor or services or the furnishing of any materials
         or other property for the construction, alteration, addition, repair or
         demolition of or to any Leased Property or any part thereof, or (ii)
         giving Lessee any right, power or permission to contract for or permit
         the performance of any labor or services or the furnishing of any
         materials or other property in such fashion as would permit the making
         of any claim against Lessor in respect thereof or to make any agreement
         that may create, or in any way be the basis for any right, title,
         interest, lien, claim or other Encumbrance upon the estate of Lessor in
         the Leased Properties, or any portion thereof. Lessor shall have the
         right to give, record and post, as appropriate, notices of
         non-responsibility under any mechanics' and construction lien laws now
         or hereafter existing.

                  9.1.4 Replacements. Lessee (i) shall promptly replace any of
         the Leased Improvements or Leased Personal Property which become worn
         out, obsolete or unusable or unavailable for the purpose for which
         intended, and (ii) in Lessee's reasonable judgment, may acquire a
         substitute for any item or items of Leased Personal Property which is
         of higher or better quality, performance or function than the item for
         which it is substituted. All replacements shall have a value and
         utility at least equal to that of the items replaced and shall become
         part of the Leased Properties immediately upon their acquisition by
         Lessee. Upon Lessor's request, Lessee shall promptly execute and
         deliver to Lessor a bill of sale or other instrument establishing
         Lessor's lien-free ownership of such replacements. Lessee shall
         promptly repair all damage to the Leased Properties incurred in the
         course of such replacement.

                  9.1.5 Vacation and Surrender. Lessee will, upon the expiration
         or prior termination of the Term, vacate and surrender the Leased
         Properties to Lessor in the condition in which they were originally
         received from Lessor, in good operating condition, ordinary wear and
         tear excepted, except as repaired, rebuilt, restored, altered or added
         to as permitted or required by the provisions of this Lease.

         9.2 ENCROACHMENTS; RESTRICTIONS. ETC. If, at any time, any of the
Leased Improvements are alleged to encroach upon any property, street or right
of way adjacent to a Leased Property, or to violate any restrictive covenant, or
to impair the rights of others under any easement or right of way, Lessee shall
promptly settle such allegations or take such other lawful action as may be
necessary in order to be able to continue the use of a Leased Property for the
Primary Intended Use substantially in the manner and to the extent such Leased
Property was being used at the time of the assertion of such violation,
impairment or encroachment, provided, however, that no such action shall violate
any other provision of this Lease and any alteration of a Leased Property must
be made in conformity with the applicable requirements of Article X. Lessee
shall not have any claim against Lessor or offset against any of Lessee's
obligations under this lease with respect to any such violation, impairment or
encroachment.

                                    ARTICLE X

                            ALTERATIONS AND ADDITIONS

         10.1 Construction of Alterations and Additions to the Leased
Properties. Lessee shall not (a) make or permit to be made any structural
alterations, improvements or additions



                                       69
<PAGE>

of or to the Leased Properties or any part thereof, or (b) materially alter the
plumbing, HVAC or electrical systems thereon or (c) make any other alterations,
improvements or additions the cost of which exceeds (i) Two Hundred Thousand
Dollars ($200,000.00), per alteration, improvement or addition, or (ii) One
Million Dollars ($1,000,000.00), in any Lease Year, unless and until Lessee has
(d) caused complete plans and specifications therefor to have been prepared by a
licensed architect and submitted to Lessor at least ninety (90) Business Days
before the planned start of construction thereof, (e) obtained Lessor's written
approval thereof and if required, the approval of any Facility Mortgagee, and
(f) if required to do so by Lessor, provided Lessor with reasonable assurance of
the payment of the cost of any such alterations, improvements or additions, in
the form of a bond, letter of credit or cash deposit. If Lessor requires a
deposit, Lessor shall retain and disburse the amount deposited in the same
manner as is provided for insurance proceeds in Section 14.6. If the deposit is
reasonably determined by Lessor at any time to be insufficient for the
completion of the alteration, improvement or addition, Lessee shall immediately
increase the deposit to the amount reasonably required by Lessor. Lessee shall
be responsible for the completion of such improvements in accordance with the
plans and specifications approved by Lessor, and shall promptly correct any
failure with respect thereto.

                  10.1.1 Lessor's Approval Not Required. Alterations and
         improvements not falling within the categories described in Section
         10.1 may be made by Lessee without the prior approval of Lessor, (i)
         but only in the event any such alternatives or improvements do not
         result in a material reduction in Lessor's opinion, in the value of the
         Leased Properties, and (ii) Lessee shall give Lessor at least thirty
         (30) days prior written Notice of any such alterations and improvements
         in each and every case.

                  10.1.2 Quality of Work. All alterations, improvements and
         additions shall be constructed in a first class, workmanlike manner, in
         compliance with all Insurance Requirements and Legal Requirements, be
         in keeping with the character of the Leased Properties and the area in
         which the Leased Properties are located and be designed and constructed
         so that the value of the Leased Properties will not be diminished or
         and that the Primary Intended Use of the Leased Properties will not be
         changed. All improvements, alterations and additions shall immediately
         become a part of the Leased Properties.

                  10.1.3 No Claim Against Lessor. Lessee shall have no claim
         against Lessor at any time in respect of the cost or value of any such
         improvement, alteration or addition. There shall be no adjustment in
         the Rent by reason of any such improvement, alteration or addition.
         With Lessor's consent, expenditures made by Lessee pursuant to this
         Article X may be included as capital expenditures for purposes of
         inclusion in the capital expenditures budget for the Facilities and for
         measuring compliance with the obligations of Lessee set forth in
         Section 8.2.

                  10.1.4 Asbestos - Containing Material. In connection with any
         alteration which involves the removal, demolition or disturbance of any
         asbestos-containing material, Lessee shall cause to be prepared at its
         expense a full asbestos assessment applicable to such alteration, and
         shall carry out such asbestos monitoring and maintenance program as
         shall reasonably be required thereafter in light of the results of such
         a assessment.



                                       70
<PAGE>

                                   ARTICLE XI

                                      LIENS

         11.1 LIENS. Without the consent of Lessor or as expressly permitted
elsewhere herein, Lessee will not directly or indirectly create or allow to
remain and will promptly discharge at its expense any lien, Encumbrance,
attachment, title retention agreement or claim upon the Leased Properties, and
any attachment, levy, claim or Encumbrance in respect of the Rent, except for
(i) Permitted Encumbrances, (ii) liens of mechanics, laborers, materialmen,
suppliers or vendors for sums not yet due, and (iii) liens created by the
wrongful acts or negligence of Lessor.

                                   ARTICLE XII

                         PERMITTED CONTESTS AND DEPOSITS

         12.1 PERMITTED CONTESTS. Lessee, on its own or on Lessor's behalf (or
in Lessor's name), but at Lessee's sole cost and expense, shall have the right
to contest, by an appropriate legal Proceeding conducted in good faith and with
due diligence, the amount or validity of any Imposition, Legal Requirement or
Insurance Requirement or Claim, provided (a) prior Notice of such contest is
given to Lessor, (b) the Leased Properties would not be in any danger of being
sold, uninsured or underinsured, forfeited or attached as a result of such
contest, and there is no risk to Lessor of a loss of or interruption in the
payment of, Rent, (c) in the case of an unpaid Imposition or Claim, collection
thereof is suspended during the pendency of such contest, (d) in the case of a
contest of a Legal Requirement, compliance may legally be delayed pending such
contest. Upon request of Lessor, Lessee shall deposit funds or assure Lessor in
some other manner reasonably satisfactory to Lessor that a contested Imposition
or Claim, together with interest and penalties, if any, thereon, and any and all
costs for which Lessee is responsible will be paid if and when required upon the
conclusion of such contest. Lessee shall defend, indemnify and save harmless
Lessor from all costs or expenses arising out of or in connection with any such
contest, including but not limited to attorneys' fees. If at any time Lessor
reasonably determines that payment of any Imposition or Claim, or compliance
with any Legal or Insurance Requirement being contested by Lessee is necessary
in order to prevent loss of any of the Leased Properties or Rent or civil or
criminal penalties or other damage, upon such prior Notice to Lessee as is
reasonable in the circumstances Lessor may pay such amount, require Lessee to
comply with such Legal or Insurance Requirement or take such other action as it
may deem necessary to prevent such loss or damage. If reasonably necessary, upon
Lessee's written request Lessor, at Lessee's expense, shall cooperate with
Lessee in a permitted contest, provided Lessee upon demand reimburses Lessor for
Lessor's costs incurred in cooperating with Lessee in such contest.

                                  ARTICLE XIII

                                    INSURANCE

         13.1 GENERAL INSURANCE REQUIREMENTS. Lessee will carry or cause to be
carried and maintained in force throughout the entire Term (except as
specifically noted to the contrary) insurance as described in Sections 13.1.1
through 13.1.5, with insurance companies



                                       71
<PAGE>

and deductibles/retentions reasonably acceptable to Lessor. The limits set forth
below are minimum limits and will not be construed to limit Lessee's liability.
All costs and deductible amounts will be for the sole account of the Lessee.

                  13.1.1 Worker's Compensation Insurance. Workers' compensation
         insurance complying with the laws of the State or States having
         jurisdiction over each employee, whether or not Lessee is required by
         such laws to maintain such insurance, and Employer's Liability with
         limits of $1,000,000 each accident, $1,000,000 disease each employee,
         and $1,000,000 disease policy limit, provided however, in lieu of such
         insurance, Lessee may become a qualified self insured for such
         coverage, in which event such coverage shall not be required unless
         Lessee loses its status as a qualified self insured.

                  13.1.2 Commercial General Liability Insurance. Commercial or
        Comprehensive general liability insurance on an occurrence form with a
        combined single limit of $1,000,000 each occurrence, and annual
        aggregates of $1,000,000, for bodily injury and property damage,
        including coverage for premises-operations, blanket contractual
        liability, broad form property damage, personal injury liability,
        independent contractors, products/completed operations, sudden and
        accidental pollution and explosion, collapse and underground.

                  13.1.3 Automobile Liability. Automobile Liability insurance
         with a combined single limit of $1,000,000 each occurrence for bodily
         injury and property damage to include coverage for all owned,
         non-owned, and hired vehicles.

                  13.1.4 Excess Liability Insurance. Excess or Umbrella
         Liability insurance with a combined single limit of $25,000,000 each
         occurrence, and annual aggregates of $25,000,000, for bodily injury and
         property damage covering excess of Employer's Liability and the
         insurance described in 13.1.2 and 13.1.3 above.

                  13.1.5 Property Insurance. From and after the date upon which
         Lessor is no longer responsible to carry such coverage under the
         Construction Completion Agreement, All-Risk Property insurance
         providing for the full replacement cost of all property located in or
         on the Leased Properties, including Leased Personal Property and
         Lessee's Personal Property. This policy shall include coverage for
         earthquake, flood, and windstorm. The policy shall also include
         business interruption insurance, if due to a covered loss, covering the
         Base Rent due Lessor for a period of no less than twelve (12) months.
         Lessor will be the sole loss payee as required by Article XIV. So long
         as no Event of Default is then in existence, Lessor shall make
         available to Lessee, any proceeds of business interruption insurance
         remaining after the payment of all accrued Rent, within thirty (30)
         days of Lessor's actual receipt of such proceeds, in good funds.

                  13.1.6 Status of Insurance Company. Irrespective of the
         insurance requirements above, the insolvency, bankruptcy, or failure of
         any such insurance company providing insurance for Lessee, or the
         failure of any such insurance company to pay claims that occur will not
         be held to waive any of the provisions hereof.



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                  13.1.7 Waiver of Subrogation. In each of the above described
         policies, Lessee agrees to waive and will require its insurers to waive
         any rights of subrogation or recovery they may have against Lessor, its
         parent, subsidiary or affiliated companies. Lessor will have no
         liability to Lessee for any damage or destruction of any portion of the
         Leased Properties or any of Lessee's Personal Property.

                  13.1.8 Additional Insureds. Under the insurance policies
         described hereinabove (except in Section 13.1.1), Lessor, its parent,
         subsidiary and Affiliates and will be named as additional insureds with
         respect to the policies listed in Section 13.1.2 through 13.1.4, and as
         sole loss payees with respect to the policy listed in Section 13.1.5 as
         their interests appear. This insurance will be primary over any other
         insurance maintained by Lessor, its parent, subsidiary or Affiliates.
         All policies shall provide a severability of interests clause.

                  13.1.9 Non-Renewal. Non-renewal or cancellation of policies
         described above, will be effective only after written notice is
         received by Lessor from the insurance company sixty (60) days in
         advance of any such non-renewal or cancellation. Prior to commencing
         the Lease hereunder, Lessee will deliver to Lessor certificates of
         insurance evidencing the existence of the insurance and endorsements
         required above.

                  13.1.10 Original or Certified Copies. In the event of a loss
         or claim arising out of or in connection with this contract, Lessee
         agrees, upon request of Lessor, to submit the original or a certified
         copy of its insurance policies for inspection by Lessor.

         13.2 PREMIUM DEPOSITS. If any provision of a Facility Mortgage requires
deposits of premiums for insurance to be made with the Facility Mortgagee,
Lessee shall pay to Lessor monthly the amounts required and Lessor shall
transfer such amounts to the Facility Mortgagee, unless, pursuant to written
direction by Lessor, Lessee makes such deposits directly with the Facility
Mortgagee.

         13.3 INCREASE IN LIMITS. If from time to time Lessor determines, in the
exercise of its reasonable business judgment, that the limits of the personal
injury or property damage - public liability insurance then being carried are
insufficient, upon Notice from Lessor Lessee shall cause such limits to be
increased to the level specified in such Notice until further increase pursuant
to the provisions of this Section.

         13.4 BLANKET POLICY. Any insurance required by this Lease may be
provided by so called blanket policies of insurance carried by Lessee, provided,
however, that the coverage afforded Lessor thereby may not thereby be less than
or materially different from that which would be provided by a separate policies
meeting the requirements of this Lease, and provided further that such policies
meet the requirements of all Facility Mortgages.

         13.5 COPIES OF POLICIES; CERTIFICATES. Copies of the policies of
insurance required by this Lease and certificates thereof shall be delivered to
Lessor not less than thirty (30) days prior to their effective date (and, with
respect to any renewal policy, not less than twenty (20) days prior to the
expiration of the existing policy), and in the event of the failure of Lessee
either to carry the required insurance or pay the premiums therefor, or to
deliver copies of policies or certificates to Lessor as required, Lessor shall
be entitled, but shall have



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no obligation, to obtain such insurance and pay the premiums therefor when due,
which premiums shall be repayable to Lessor upon written demand therefor as
Additional Charges.

                                   ARTICLE XIV

                       DISBURSEMENT OF INSURANCE PROCEEDS

         14.1 INSURANCE PROCEEDS. Net Proceeds shall be paid to Lessor and held,
disbursed or retained by Lessor as provided herein.

                 14.1.1 Proceeds of All-Risk Property Insurance. If the Net
         Proceeds are less than the Approval Threshold, and no Event of Default
         has occurred and is continuing, Lessor shall pay the Net Proceeds to
         Lessee promptly upon Lessee's completion of the restoration of the
         damaged or destroyed Leased Property. If the Net Proceeds equal or
         exceed the Approval Threshold, and no Event of Default has occurred and
         is continuing, the Net Proceeds shall be made available for restoration
         or repair as provided in Section 14.6. Within fifteen (15) days of the
         receipt of the Net Proceeds of All-Risk Insurance, Lessor shall
         determine in its reasonable judgment, as to the portion thereof, if
         any, attributable to the Lessee's Personal Property that Lessee is not
         required and does not elect to restore or replace, and the portion so
         determined attributable to the Lessee's Personal Property that Lessee
         is not required and does not elect to restore or replace shall be paid
         to Lessee.

         14.2 RESTORATION IN THE EVENT OF DAMAGE OR DESTRUCTION. If all or any
portion of the Leased Properties is damaged by fire or other casualty, Lessee
shall (a) give Lessor Notice of such damage or destruction within five (5)
Business Days of the occurrence thereof, (b) within thirty (30) Business Days of
the occurrence commence the restoration of the Leased Properties and (c)
thereafter diligently proceed to complete such restoration to substantially the
same (or better) condition as the Leased Properties were in immediately prior to
the damage or destruction as quickly as is reasonably possible, but in any event
within one hundred eighty (180) days of the occurrence. Regardless of the
anticipated cost thereof, if the restoration of a Leased Property requires any
modification of structural elements, prior to commencing such modification
Lessee shall obtain Lessor's written approval of the plans and specifications
therefor.

         14.3 RESTORATION OF LESSEE'S PROPERTY. If Lessee is required to restore
the Leased Properties, Lessee shall also concurrently restore any of Lessee's
Personal Property that is integral to the Primary Intended Use of the Leased
Properties at the time of the damage or destruction.

         14.4 NO ABATEMENT OF RENT. Absent termination of this Lease as provided
herein, there shall be no abatement of Rent by reason of any damage to or the
partial or total destruction of any portion of the Leased Properties.

         14.5 WAIVER. Except as provided elsewhere in this Lease, Lessee hereby
waives any statutory or common law rights of termination which may arise by
reason of any damage to or destruction of the Leased Properties.



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         14.6 DISBURSEMENT OF INSURANCE PROCEEDS EQUAL TO OR GREATER THAN THE
APPROVAL THRESHOLD. If Lessee restores or repairs the Leased Properties pursuant
to this Article XIV, and if the Net Proceeds equal or exceed the Approval
Threshold, the restoration or repair and disbursement of funds to Lessee shall
be in accordance with the following procedures:

                  14.6.1 Plans and Specifications. The restoration or repair
         work shall be done pursuant to plans and specifications approved by
         Lessor and a certified construction cost statement, to be obtained by
         Lessee from a contractor reasonably acceptable to Lessor, showing the
         total cost of the restoration or repair; to the extent the cost exceeds
         the Net Proceeds, Lessee shall deposit with Lessor the amount of the
         excess cost, and Lessor shall disburse the funds so deposited in
         payment of the costs of restoration or repair before any disbursement
         of Net Proceeds.

                  14.6.2 Construction Funds. Construction Funds shall be made
         available to Lessee upon request, no more frequently than monthly, as
         the restoration and repair work progresses, subject to a ten (10%)
         percent holdback, pursuant to certificates of an architect selected by
         Lessee that, in the judgment of Lessor, reasonably exercised, is highly
         qualified in the design and construction of the type of Facility being
         repaired and is otherwise reasonably acceptable to Lessor, which
         certificates must be in form and substance reasonably acceptable to
         Lessor.

                  14.6.3 Lien Waivers. After the first disbursement to Lessee,
         sworn statements and lien waivers in an amount at least equal to the
         amount of Construction Funds previously paid to Lessee shall be
         delivered to Lessor from all contractors, subcontractors and material
         suppliers covering all labor and materials furnished through the date
         of the previous disbursement.

                  14.6.4 Progress of Work. Lessee shall deliver to Lessor such
         other evidence as Lessor may reasonably request from time to time
         during the course of the restoration and repair, as to the progress of
         the work, compliance with the approved plans and specifications, the
         cost of restoration and repair and the total amount needed to complete
         the restoration and repair, and showing that there are no liens against
         the Leased Properties arising in connection with the restoration and
         repair and that the cost of the restoration and repair at least equals
         the total amount of Construction Funds then disbursed to Lessee
         hereunder.

                  14.6.5 Inadequacy of Construction Funds. If the Construction
         Funds are at any time determined by Lessor to be inadequate for payment
         in full of all labor and materials for the restoration and repair,
         Lessee shall immediately pay the amount of the deficiency to Lessor to
         be held and disbursed as Construction Funds prior to the disbursement
         of any other Construction Funds then held by Lessor.

                  14.6.6 Disbursement. The Construction Funds may be disbursed
         by Lessor to Lessee or to the persons entitled to receive payment
         thereof from Lessee, and such disbursement in either case may be made
         directly or through a third party escrow agent, such as, but not
         limited to, a title insurance company, or its agent, all as Lessor may
         determine in its sole discretion. Provided Lessee is not in default
         hereunder, any



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<PAGE>

         excess Construction Funds shall be paid to Lessee upon completion of
         the restoration or repair.

                  14.6.7 Lessee Default. If Lessee at any time fails to promptly
         and fully perform the conditions and covenants set out hereinabove in
         this Section 14.6, and the failure is not corrected within ten (10)
         days of written Notice thereof, or if during the restoration or repair
         an Event of Default occurs hereunder, Lessor may, at its option,
         immediately cease making any further payments to Lessee for the
         restoration and repair.

                  14.6.8 Lessor Reimbursement. Lessor may reimburse itself out
         of the Construction Funds for its reasonable expenses incurred in
         administering the Construction Funds and inspecting the restoration and
         repair work, including without limitation attorneys' and other
         professional fees and escrow fees and expenses.

         14.7 NET PROCEEDS PAID TO FACILITY MORTGAGEE. Notwithstanding anything
herein to the contrary, if any Facility Mortgagee is entitled to any Net
Proceeds, or any portion thereof, under the terms of any Facility Mortgage, the
Net Proceeds shall be applied, held and/or disbursed in accordance with the
terms of the Facility Mortgage. Lessor shall make commercially reasonable
efforts to cause the Net Proceeds to be applied to the restoration of the Leased
Properties.

         14.8 TERMINATION OF LEASE. Notwithstanding anything herein to the
contrary, in the event the amount of the Net Proceeds from any one (1)
occurrence, (i) exceeds $80,000,000.00, or (ii) exceeds $20,000,000.00 during
the final two (2) years of the Realty Term, Lessor may exercise its option to
require Lessee to purchase the Leased Properties as set forth in Section 42.2.

                                   ARTICLE XV

                                  CONDEMNATION

         15.1 TOTAL TAKING OR OTHER TAKING WITH EITHER LEASED PROPERTY RENDERED
UNSUITABLE FOR ITS PRIMARY INTENDED USE. If title to the fee of the whole of a
Leased Property is Taken, this Lease shall cease and terminate as to the Leased
Property Taken as of the Date of Taking by the Condemnor and Rent shall be
apportioned as of the termination date, provided, however, that if the Award to
Lessor is less than the Repurchase Price for such Leased Property at the time of
such Award, it shall be a condition precedent to the termination of this Lease
as to such Leased Property that Lessee pay the amount of the deficiency to
Lessor. If title to the fee of less than the whole of a Leased Property is
Taken, but such Leased Property is thereby rendered Unsuitable for Its Primary
Intended Use, Lessee and Lessor shall each have the option by written Notice to
the other, at any time prior to the taking of possession by, or the date of
vesting of title in, the Condemnor, whichever first occurs, to terminate this
Lease with respect to such Leased Property as of the date so determined, in
which event this Lease shall thereupon so cease and terminate as of the earlier
of the date specified in such Notice or the date on which possession is taken by
the Condemnor. If this Lease is so terminated as to a Leased Property, Rent
shall be apportioned as of the termination date, and Lessee shall be deemed to
have elected to purchase such Leased Property for the Repurchase Price therefor.
Lessee shall complete the



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purchase within forty-five (45) days of the Taking, and Lessee shall receive
credit against such Repurchase Price for any portion of the Award received by
Lessor.

         15.2 ALLOCATION OF AWARD. The total Award made with respect to all or
any portion of a Leased Property or for loss of Rent, or for loss of business,
shall be solely the property of and payable to Lessor. Nothing contained in this
Lease will be deemed to create any additional interest in Lessee, or entitle
Lessee to any payment based on the value of the unexpired term or so-called
"bonus value" to Lessee of this Lease. Any Award made for the taking of Lessee's
Personal Property that is not integral to the Primary Intended Use of the
Facilities, or for removal and relocation expenses of Lessee in any such
Proceeding shall be payable to Lessee. Any Award made for the taking of Lessee's
Personal Property that is integral to the Primary Intended Use of the Facilities
shall be payable to Lessor. In any Proceeding with respect to an Award, Lessor
and Lessee shall each seek its own Award in conformity herewith, at its own
expense. Notwithstanding the foregoing, Lessee may pursue a claim for loss of
its business, provided that under the laws of the State, such claim will not
diminish the Award to Lessor.

         15.3 PARTIAL TAKING. In the event of a Partial Taking, and Lessee, at
its own cost and expense, shall within sixty (60) days of the taking of
possession by, or the date of vesting of title in, the Condemnor, whichever
first occurs/date on which such Notice is given commence the restoration of the
Leased Premises to a complete architectural unit of the same general character
and condition (as nearly as may be possible under the circumstances) as existed
immediately prior to the Partial Taking, and complete such restoration with all
reasonable dispatch, but in any event within one hundred eighty (180) days of
the date on which such Notice is given. Lessor shall contribute to the cost of
restoration only such portion of the Award as is made therefor. As long as no
Event of Default has occurred and is continuing, if such portion of the Award is
in an amount less than the Approval Threshold, Lessor shall pay the same to
Lessee upon completion of such restoration. As long as no Event of Default has
occurred and is continuing, if such portion of the Award is in an amount equal
to or greater than the Approval Threshold, Lessor shall make such portion of the
Award available to Lessee in the manner provided in Section 14.6 with respect to
Net Proceeds in excess of the Approval Threshold.

         15.4 TEMPORARY TAKING. If there is a Taking of possession or the use of
all or part of a Leased Property, but the fee of such Leased Property is not
Taken in whole or in part, until such Taking of possession or use continues for
more than six (6) months, all the provisions of this Lease shall remain in full
force and effect and the entire amount of any Award made for such Taking shall
be paid to Lessee provided there is then no Event of Default. Upon the
termination of any such period of temporary use or occupancy, Lessee at its sole
cost and expense shall restore the affected Leased Property, as nearly as may be
reasonably possible, to the condition existing immediately prior to such Taking.
If any temporary Taking continues for longer than six (6) months, and fifty
percent (50%) or more of any Leased Property is thereby rendered Unsuitable for
Its Primary Use, this Lease shall cease and terminate as to the affected Leased
Property as of the last day of the sixth (6th) month, but if less than fifty
percent (50%) of such Facility is thereby rendered Unsuitable for Its Primary
Use, Lessee and Lessor shall each have the option by at least sixty (60) day's
prior written Notice to the other, at any time prior to the end of the temporary
taking, to terminate this Lease as to the affected Leased Property of the date
set forth in such Notice, and Lessor shall be entitled to any Award made for the
period of such temporary Taking prior to the date



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of termination of the Lease. In no event shall Rent or any Additional Charges
abate during the period of any temporary Taking.

         15.5 AWARDS PAID TO FACILITY MORTGAGEE. Notwithstanding anything herein
to the contrary, if any Facility Mortgagee is entitled to any Award or any
portion thereof, under the terms of any Facility Mortgage such Award shall be
applied, held and/or disbursed in accordance with the terms of the Facility
Mortgage. If the Facility Mortgagee elects to apply the Award to the
indebtedness secured by the Facility Mortgage: (i) if the Award represents an
Award for Partial Taking as described in Section 15.3 above, Lessee shall
restore the affected Facility (as nearly as possible under the circumstances) to
a complete architectural unit of the same general character and condition as
that of the Facility existing immediately prior to such Taking; or (ii) if the
Award represents an Award for a Total Taking as described in Section 15.1 above,
Lessee shall pay to Lessor an amount equal to the Repurchase Price and Lessor
shall transfer its portion of the award and its interest in the affected Leased
Property to Lessee. In any such restoration or purchase, Lessee shall receive
full credit for any portion of any award retained by Lessor and the Facility
Mortgagee.

                                   ARTICLE XVI

                       LESSOR'S RIGHTS ON EVENT OF DEFAULT

         16.1 LESSOR'S RIGHTS UPON AN EVENT OF DEFAULT. If an Event of Default
shall occur Lessor may terminate this Lease by giving Lessee a Notice of
Termination, and in such event, the Term shall end and all rights of Lessee
under this Lease shall cease on the Termination Date. The Notice of Termination
shall be in lieu of and not in addition to any notice required by the laws of
any State as a condition to bringing an action for possession of the Leased
Premises or to recover damages under this Lease. In addition to Lessor's right
to terminate this Lease, Lessor shall have all other rights set forth in this
Lease and all remedies available at law and in equity. Lessee shall, to the
extent permitted by law, pay as Additional Charges all costs and expenses
incurred by or on behalf of Lessor, including, without limitation, reasonable
attorneys' fees and expenses (whether or not litigation is commenced, and if
litigation is commenced, including fees and expenses incurred in any appeals and
post judgment Proceeding) as a result of any default of Lessee hereunder.

         16.2 CERTAIN REMEDIES. If an Event of Default shall occur, whether or
not this Lease has been terminated pursuant to Section 16.1, if required to do
so by Lessor, Lessee shall immediately surrender to Lessor the Leased Properties
to Lessor in the condition required by Section 9.1.5 and quit the same, and
Lessor may enter upon and repossess the Leased Properties by reasonable force,
any summary Proceeding, ejectment or otherwise, and may remove Lessee and all
other persons and any and all personal properties from the Leased Properties,
subject to any Legal Requirements. In addition to all other remedies set forth
or referred to in this Article XVI.

         16.3 DAMAGES. Neither (i) the termination of this Lease pursuant to
Section 16.1, (ii) the repossession of the Leased Properties, (iii) the failure
of Lessor to relet the Leased Properties, (iv) the reletting of all or any
portion thereof, nor (v) the failure of Lessor to collect or receive any rentals
due upon such any reletting, shall relieve Lessee of its liability and
obligations hereunder, all of which shall survive any such termination,
repossession or reletting. In the event this Lease is terminated by Lessor,
Lessee shall forthwith pay to Lessor



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all accrued and future Rent due and payable with respect to the Leased
Properties to and including the Realty Expiration Date all of which shall become
immediately due and payable, including without limitation all interest and late
charges payable under Section 3.3 with respect to any late payment of such Rent,
and all Additional Charges.

         16.4 LESSEE'S OBLIGATION TO PURCHASE. If an Event of Default occurs,
Lessor may require Lessee to purchase the Leased Properties on the first Rent
payment date occurring after the date of receipt of, or such later date as may
be specified in, a Notice from Lessor requiring such purchase. The purchase
price of the Leased Properties shall be an amount equal to the then Repurchase
Price of the Leased Properties, plus all Rent then due and payable (excluding
the installment of Base Rent due on the purchase date) as of the date of
purchase. If Lessor exercises such right, Lessor shall convey the Leased
Properties to Lessee on the date fixed therefor upon receipt of such purchase
price and this Lease shall thereupon terminate. Any purchase by Lessee of the
Leased Properties pursuant to this Section shall be credited against the damages
specified in Section 16.3.

         16.5 WAIVER. If this Lease is terminated pursuant to Section 16.1,
Lessee waives, to the extent permitted by applicable law, (i) any right of
reentry, repossession or redesignation, (ii) any right to a trial by jury in the
event of any summary Proceeding to enforce the remedies set forth in this
Article XVI, and (iii) the benefit of any laws now or hereafter in force
exempting property from liability for rent or for debt. Acceptance of Rent at
any time does not prejudice or remove any right of Lessor as to any right or
remedy. No course of conduct shall be held to bar Lessor from literal
enforcement of the terms of this Lease.

         16.6 APPLICATION OF FUNDS. Any payments received by Lessor under any of
the provisions of this Lease during the existence or continuance of any Event of
Default shall be applied to Lessee's obligations in the order which Lessor may
determine or as may be prescribed by law.

         16.7 BANKRUPTCY.

                  16.7.1 No Transfer. Neither Lessee's interest in this Lease,
         nor any estate hereby created in Lessee's interest nor any interest
         herein or therein, shall pass to any trustee or receiver or assignee
         for the benefit of creditors or otherwise by operation of law, except
         as may specifically be provided pursuant to the Bankruptcy Code (11
         U.S.C. Section 101 et. seq.), as the same may be amended from time to
         time.

                  16.7.2 Rights and Obligations Under the Bankruptcy Code.

                           Payment of Rent. Upon filing of a petition by or
                           against Lessee under the Bankruptcy Code, Lessee, as
                           debtor and as debtor-in-possession, and any trustee
                           who may be appointed with respect to the assets of or
                           estate in bankruptcy of Lessee, agree to pay monthly
                           in advance on the first day of each month, as
                           reasonable compensation for the use and occupancy of
                           the Leased Properties, an amount equal to all Rent
                           due pursuant to this Lease.



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<PAGE>

                  OTHER CONDITIONS AND OBLIGATIONS. INCLUDED WITHIN AND IN
ADDITION TO ANY OTHER CONDITIONS OR OBLIGATIONS IMPOSED UPON LESSEE OR ITS
SUCCESSOR IN THE EVENT OF THE ASSUMPTION AND/OR ASSIGNMENT OF THE LEASE ARE THE
FOLLOWING: (i) THE CURE OF ANY MONETARY DEFAULTS AND REIMBURSEMENT OF PECUNIARY
LOSS WITHIN NOT MORE THAN THIRTY (30) DAYS OF ASSUMPTION AND/OR ASSIGNMENT; (ii)
THE DEPOSIT OF AN ADDITIONAL AMOUNT EQUAL TO NOT LESS THAN THREE (3) MONTHS'
BASE RENT, WHICH AMOUNT IS AGREED TO BE A NECESSARY AND APPROPRIATE DEPOSIT TO
SECURE THE FUTURE PERFORMANCE UNDER THE LEASE OF LESSEE OR ITS ASSIGNEE; (iii)
THE CONTINUED USE OF THE LEASED PROPERTIES FOR THE PRIMARY INTENDED USE; AND
(iv) THE PRIOR WRITTEN CONSENT OF ANY FACILITY MORTGAGEE.

         16.8 LESSOR'S RIGHT TO CURE LESSEE'S DEFAULT. If Lessee fails to make
any payment or perform any act required to be made or performed under this
Lease, and fails to cure the same within any grace or cure period applicable
thereto, upon such Notice as may be expressly required herein (or, if Lessor
reasonably determines that the giving of such Notice would risk loss to the
Leased Properties or cause damage to Lessor, upon such Notice as is practical
under the circumstances), and without waiving or releasing any obligation of
Lessee, Lessor may make such payment or perform such act for the account and at
the expense of Lessee, and may, to the extent permitted by law, enter upon the
Leased Properties for such purpose and take all such action thereon as, in
Lessor's sole opinion, may be necessary or appropriate. No such entry shall be
deemed an eviction of Lessee. All amounts so paid by Lessor and all costs and
expenses (including, without limitation, reasonable attorneys' fees and
expenses) so incurred, together with the late charge and interest provided for
in Section 3.3 thereon, shall be paid by Lessee to Lessor on demand. The
obligations of Lessee and rights of Lessor contained in this Article shall
survive the expiration or earlier termination of this Lease.

                                  ARTICLE XVII

              ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS

         17.1 ADDITIONAL REPRESENTATIONS, WARRANTIES AND COVENANTS. Lessee,
Guarantor, and WCG each jointly and severally represent, warrant and covenant
that:

                  17.1.1 Organization; Powers. Both Lessee and Guarantor are
         duly organized, validly existing and in good standing under the laws of
         the jurisdiction of its organization, has all requisite power and
         authority to carry on its business as now conducted and, except where
         the failure to do so, individually or in the aggregate, could not
         reasonably be expected to result in a Material Adverse Effect, is
         qualified to do business in, and is in good standing in, every
         jurisdiction where such qualification is required.

                  17.1.2 Authorization; Enforceability. The execution of and
         performance under this Lease is within each of the Lessee's and
         Guarantor' entity powers and has been duly authorized by all necessary
         member, corporate and, if required, stockholder action as the case may
         be. This Lease has been duly executed and delivered by each of the
         Lessee and Guarantor and constitutes a legal, valid and binding
         obligation of the Lessee and Guarantor (as the case may be),
         enforceable in accordance with its terms, subject to applicable
         bankruptcy, insolvency, reorganization, moratorium or other laws



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         affecting creditors' rights generally and subject to general principles
         of equity, regardless of whether considered in a Proceeding in equity
         or at law.

                  17.1.3 Governmental Approvals; No Conflicts. The Lease or any
         of the other documents contemplated herein, (a) does not require any
         consent or approval of, registration or filing with, or any other
         action by, any Governmental Authority, except such as have been
         obtained or made and are in full force and effect and except filings
         necessary to perfect Lessor's rights under this Lease, (b) will not
         violate any applicable law or regulation or the charter, by-laws or
         other organizational documents of Lessee or Guarantor or any order of
         any Governmental Authority, (c) will not violate or result in a default
         under any indenture, agreement or other instrument binding upon Lessee
         or Guarantor or any of their respective assets, or give rise to a right
         thereunder to require any payment to be made by Lessee or Guarantor,
         and (d) will not result in the creation or imposition of any
         Encumbrance on any asset of Lessee or Guarantor, except any Encumbrance
         created by or in accordance with the Lease.

                  17.1.4 Financial Condition; No Material Adverse Change.
         Guarantor has heretofore furnished to Lessor consolidated balance sheet
         and statements of operations, stockholders equity and cash flows as of
         and for the fiscal years ended December 31, 1998, December 31, 1999 and
         December 31, 2000, audited by Ernst & Young LLP, independent public
         accountants. Such financial statements present fairly, in all material
         respects, the financial position and results of operations and cash
         flow of Guarantor as of such dates and for such periods in accordance
         with GAAP.

                                    17.1.4.1 Pro Formas. Guarantor has
                  heretofore furnished to the Lessor its pro forma consolidated
                  balance sheet as of December 31, 2000 and projected pro forma
                  statements of operations and cash flows for the fiscal year
                  ended December 31, 2001. Such projected pro forma consolidated
                  balance sheets and statements of operations and cash flows (i)
                  have been prepared in good faith based on the same assumptions
                  used to prepare the pro forma financial statements (which
                  assumptions are believed by Lessee and Guarantor to be
                  reasonable), (ii) are based on the best information available
                  to Lessee and Guarantor after due inquiry, (iii) present
                  fairly, in all material respects, the pro forma financial
                  position of Lessee and Guarantor as of such date and for such
                  periods.

                                    17.1.4.2 Material Contingent Liabilities.
                  Except as disclosed in the financial statements referred to
                  above, neither the Lessee or Guarantor has, as of the
                  Effective Date, any material contingent liabilities, unusual
                  material long-term commitments or unrealized material losses.

                                    17.1.4.3 Material Adverse Change. Since
                  December 31, 2000, there has been no Material Adverse Change.

                  17.1.5 Properties. Lessee and Guarantor each has good title
         to, or valid leasehold interests in, all its real and personal property
         material to its business (including the Leased Properties), except for
         minor defects in title that do not interfere with its ability to
         conduct its business as currently conducted or to utilize such



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         properties for their intended purposes. None of the properties and
         assets of Lessee or Guarantor is subject to any Encumbrance other than
         Permitted Encumbrances, and Encumbrances created by or in connection
         with this Lease.

                                    17.1.5.1 Intellectual Property. Lessee and
                  Guarantor each owns, or is licensed to use, all trademarks,
                  trade names, copyrights, patents and other intellectual
                  property material to its business, and the use thereof by
                  Lessee and Guarantor does not infringe upon the rights of any
                  other Person, except for any such infringements that,
                  individually or in the aggregate, could not reasonably be
                  expected to result in a Material Adverse Effect.

                  17.1.6 Litigation and Environmental Matters. There is no
         action, suit or Proceeding by or before any arbitrator or Governmental
         Authority pending against or, to the knowledge of Lessee or Guarantor,
         threatened against or affecting Lessee or Guarantor (i) as to which
         there is a reasonable possibility of an adverse determination and that,
         if adversely determined, could reasonably be expected, individually or
         in the aggregate, to result in a Material Adverse Effect or (ii) that
         involve this Lease or any of the other documents contemplated herein.

                                    17.1.6.1 Environmental Compliance. Except
                  with respect to other matters that, individually or in the
                  aggregate, could not reasonably be expected to result in a
                  Material Adverse Effect, neither Lessee nor Guarantor (i) has
                  failed to comply with any Environmental Law or to obtain,
                  maintain or comply with any permit, license or other approval
                  required under any Environmental Law, (ii) has become subject
                  to any liability with respect to any Environmental Law, (iii)
                  has received written notice of any claim with respect to any
                  Environmental Law or (iv) knows of any basis for any
                  violations of any Environmental Law or any release, threatened
                  release or exposure to any Hazardous Materials that is likely
                  to form the basis of any liability under any Environmental
                  Law.

                  17.1.7 Compliance with Laws and Agreements. Lessee and
         Guarantor each is in compliance with all laws, regulations and orders
         of any Governmental Authority applicable to it or its property and all
         indentures, agreements and other instruments binding upon it or its
         property, except where the failure to do so, individually or in the
         aggregate, could not reasonably be expected to result in a Material
         Adverse Effect. No Default has occurred and is continuing.

                  17.1.8 Investment and Holding Company Status. Neither Lessee
         or Guarantor is (a) an "investment company" as defined in, or subject
         to regulation under, the Investment Company Act of 1940 or (b) a
         "holding company" as defined in, or subject to regulation under, the
         Public Utility Holding Company Act of 1935.

                  17.1.9 Taxes. Lessee, Guarantor, and WCG each has timely filed
         or caused to be filed all tax returns and reports required to have been
         filed and has paid or caused to be paid all taxes required to have been
         paid by or with respect to it, except (a) taxes that are being
         contested in good faith by an appropriate Proceeding and for which
         Lessee or Guarantor, as applicable, has set aside on its books adequate
         reserves or (b)



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         to the extent that the failure to do so could not reasonably be
         expected to result in a Material Adverse Effect.

                  17.1.10 ERISA. No ERISA Event has occurred or is reasonably
         expected to occur that, when taken together with all other such ERISA
         Events for which liability is reasonably expected to occur, could
         reasonably be expected to result in a Material Adverse Effect. The
         present value of all accumulated benefit obligations under each Plan
         (based on the assumptions used for purposes of Statement of Financial
         Accounting Standards No. 87) did not, as of the date of the most recent
         financial statements reflecting such amounts, exceed by more than
         $25,000,000 the fair market value of the assets of such Plan, and the
         present value of all accumulated benefit obligations of all underfunded
         Plans (based on the assumptions used for purposes of Statement of
         Financial Accounting Standards No. 87) did not, as of the date of the
         most recent financial statements reflecting such amounts, exceed by
         more than $25,000,000 the fair market value of the assets of all such
         underfunded Plans.

                  17.1.11 Disclosure. Lessee and Guarantor have disclosed to the
         Lessor all agreements, instruments and corporate or other restrictions
         to which Lessee or Guarantor is subject, and all other matters known to
         any of them, that, individually or in the aggregate, could reasonably
         be expected to result in a Material Adverse Effect. None of the
         reports, financial statements, certificates or other information
         furnished by or on behalf of Lessee or Guarantor in connection with the
         negotiation of this Lease or delivered hereunder (as modified or
         supplemented by other information so furnished) contains any material
         misstatement of fact or omits to state any material fact necessary to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading; provided that, with respect to
         projected financial information, Lessee and Guarantor represent only
         that such information was prepared in good faith based upon assumptions
         believed to be reasonable at the time.

                  17.1.12 Insurance. As of the Effective Date, all premiums in
         respect of all insurance described in Article XIII have been paid.

                  17.1.13 Labor Matters. As of the Effective Date, there are no
         strikes, lockouts or slowdowns against Lessee or Guarantor pending or,
         to the knowledge of Lessee or Guarantor, threatened. The hours worked
         by and payments made to employees of Lessee and Guarantor have not been
         in violation of the Fair Labor Standards Act or any other applicable
         Federal, state, local or foreign law dealing with such matters. All
         payments due from Lessee or Guarantor, or for which any claim may be
         made against Lessee or Guarantor, on account of wages and employee
         health and welfare insurance and other benefits, have been paid or
         accrued as a liability on the books of Lessee or Guarantor. The
         execution of this Lease has not and will not give rise to any right of
         termination or right of renegotiation on the part of any union under
         any collective bargaining agreement by which Lessee or Guarantor is
         bound.

                  17.1.14 Solvency. Immediately after the Effective Date and
         immediately following the purchase of the Leased Properties by Lessor
         pursuant to the Purchase Agreement made on the Effective Date and after
         giving effect to the application of the Purchase Price, (a) the fair
         value of the assets of Lessee, Guarantor, and WCG will exceed its debts
         and liabilities, subordinated, contingent or otherwise; (b) the present



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         fair saleable value of the property of Lessee, Guarantor and WCG will
         be greater than the amount that will be required to pay the probable
         liability of its debts and other liabilities, subordinated, contingent
         or otherwise, as such debts and other liabilities become absolute and
         matured; (c) Lessee, Guarantor, and WCG each will be able to pay its
         debts and liabilities, subordinated, contingent or otherwise, as such
         debts and liabilities become absolute and matured; and (d) Lessee,
         Guarantor, and WCG each will not have unreasonably small capital with
         which to conduct the business in which it is engaged as such business
         is now conducted and is proposed to be conducted following the
         Effective Date.

                  17.1.15 No Burdensome Restrictions. No contract, lease,
         agreement or other instrument to which Lessee or Guarantor is a party
         or by which any of its property is bound or affected, no charge,
         corporate restriction, judgment, decree or order and no provision of
         applicable law or governmental regulation could reasonably be expected
         to have Material Adverse Effect.

                  17.1.16 Representations True and Correct. As of the dates when
         made and as of the Effective Date, each representation and warranty of
         Lessee or Guarantor thereto contained in the Purchase Agreement, this
         Lease or any other documents executed in connection herewith, is true
         and correct.

                                  ARTICLE XVIII

                       OCCUPANCY AFTER EXPIRATION OF TERM

         18.1 HOLDING OVER. If Lessee remains in possession of all or any of the
Leased Properties after the expiration of the Term or earlier termination of
this Lease, such possession shall be as a month-to-month tenant, and throughout
the period of such possession Lessee shall pay as Rent for each month one
hundred fifty percent (150%) times the sum of: (i) one-twelfth (1/12th) of the
Base Rent payable during the Lease Year in which such expiration or termination
occurs, plus (ii) all Additional Charges accruing during the month, plus (iii)
any and all other sums payable by Lessee pursuant to this Lease. During such
period of month-to-month tenancy, Lessee shall be obligated to perform and
observe all of the terms, covenants and conditions of this Lease, but shall have
no rights hereunder other than the right, to the extent given by applicable law
to month-to-month tenancies, to continue its occupancy and use of the Leased
Properties until the month-to-month tenancy is terminated. Nothing contained
herein shall constitute the consent, express or implied, of Lessor to the
holding over of Lessee after the expiration or earlier termination of this
Lease.

         18.2 INDEMNITY. If Lessee fails to surrender the Leased Properties in a
timely manner and in accordance with the provisions of Section 9.1.5 upon the
expiration or termination of this Lease, in addition to any other liabilities to
Lessor accruing therefrom, Lessee shall defend, indemnify and hold Lessor, its
principals, officers, directors, agents and employees harmless from loss or
liability resulting from such failure, including, without limiting the
generality of the foregoing, loss of rental with respect to any new lease in
which the rental payable thereunder exceeds the Rent paid by Lessee pursuant to
this Lease during Lessee's hold-over and any claims by any proposed new tenant
founded on such failure. The provisions of this Section 18.2 shall survive the
expiration or termination of this Lease.


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                                   ARTICLE XIX

                          SUBORDINATION AND ATTORNMENT

         19.1 SUBORDINATION. Upon written request of Lessor, any Facility
Mortgagee, or the beneficiary of any deed of trust of Lessor, Lessee will enter
into a written agreement subordinating its rights pursuant to this Lease (i) to
the lien of any mortgage, deed of trust or the interest of any lease in which
Lessor is the lessee and to all modifications, extensions, substitutions thereof
(or, at Lessor's option, agree to the subordination to this Lease of the lien of
said mortgage, deed of trust or the interest of any lease in which Lessor is the
lessee), and (ii) to all advances made or hereafter to be made thereunder. In
connection with any such request, Lessor shall provide Lessee with a
"Non-Disturbance Agreement" reasonably acceptable to such mortgagee, beneficiary
or lessor providing that if such mortgagee, beneficiary or lessor acquires the
Leased Properties by way of foreclosure or deed in lieu of foreclosure, such
mortgagee, beneficiary or lessor will not disturb Lessee's possession under this
Lease and will recognize Lessee's rights hereunder if and for so long as no
Event of Default has occurred and is continuing. Lessee agrees to consent to
amend this Lease as reasonably required by the Facility Mortgagee, and shall be
deemed to have unreasonably withheld or delayed its consent if the required
changes do not materially (i) alter the economic terms of this Lease, (ii)
diminish the rights of Lessee, or (iii) increase the obligations of Lessee,
provided that Lessee shall also have received the non-disturbance agreement
provided for in this Article.

         19.2 ATTORNMENT. If any Proceeding is brought for foreclosure, or if
the power of sale is exercised under any mortgage or deed of trust made by
Lessor encumbering the Leased Properties, or if a lease in which Lessor is the
lessee is terminated, Lessee shall attorn to the purchaser or lessor under such
lease upon any foreclosure or deed in lieu thereof, sale or lease termination
and recognize the purchaser or lessor as Lessor under this Lease, provided the
purchaser or lessor acquires and accepts the Leased Properties subject to this
Lease.

         19.3 LESSEE'S CERTIFICATE. Lessee shall, upon not less than ten (10)
days prior Notice from Lessor, execute, acknowledge and deliver to Lessor,
Lessee's Certificate containing then-current facts. It is intended that any
Lessee's Certificate delivered pursuant hereto may be relied upon by Lessor, any
prospective tenant or purchaser of the Leased Properties, any mortgagee or
prospective mortgagee, and by any other party who may reasonably rely on such
statement. Lessee's failure to deliver the Lessee's Certificate within such time
shall constitute an Event of Default. In addition, Lessee hereby authorizes
Lessor to execute and deliver a certificate to the effect (if true) that Lessee
represents and warrants that (i) this Lease is in full force and effect without
modification, and (ii) Lessor is not in breach or default of any of its
obligations under this Lease.



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                                   ARTICLE XX

                                  RISK OF LOSS

         20.1 RISK OF LOSS. During the Term, the risk of loss or of decrease in
the enjoyment and beneficial use of the Leased Properties in consequence of the
damage or destruction thereof by fire, the elements, casualties, thefts, riots,
wars or otherwise, or in consequence of foreclosures, attachments, levies or
executions is assumed by Lessee, and, in the absence of gross negligence,
willful misconduct or material breach of this Lease by Lessor, Lessor shall in
no event be answerable or accountable therefor nor shall any of the events
mentioned in this Article XX entitle Lessee to any abatement of Rent.

                                   ARTICLE XXI

                                 INDEMNIFICATION

         21.1 INDEMNIFICATION. Notwithstanding the existence of any insurance or
self-insurance provided for in Article XIII, and without regard to the policy
limits of any such insurance or self-insurance, Lessee shall protect, indemnify,
save harmless and defend Lessor, its principals, officers, directors, agents,
employees, parents, and affiliates from and against all liabilities,
obligations, claims, damages, penalties, causes of action, costs and expenses
(including, without limitation, reasonable attorneys' fees and expenses), to the
extent permitted by law, imposed upon or incurred by or asserted against Lessor
by reason of: (i) any accident, injury to or death of persons or loss of or
damage to property occurring on or about the Leased Properties or adjoining
sidewalks, including without limitation any claims of malpractice, (ii) any use,
misuse, non-use, condition, maintenance or repair by Lessee of the Leased
Properties, (iii) the failure to pay any Impositions, (iv) any failure on the
part of Lessee to perform or comply with any of the terms of this Lease, and (v)
the nonperformance of any contractual obligation, express or implied, assumed or
undertaken by Lessee or any party in privity with Lessee with respect to the
Leased Properties or any business or other activity carried on with respect to
the Leased Properties during the Term or thereafter during any time in which
Lessee or any such other party is in possession of the Leased Properties or
thereafter to the extent that any conduct by Lessee or any such person (or
failure of such conduct thereby if the same should have been undertaken during
such time of possession and leads to such damage or loss) causes such loss or
claim. Any amounts which become payable by Lessee under this Section shall be
paid within ten (10) days after liability therefor on the part of Lessee is
determined by litigation or otherwise, and if not timely paid, shall bear
interest (to the extent permitted by law) at the Overdue Rate from the date of
such determination to the date of payment. Nothing herein shall be construed as
indemnifying Lessor against its own grossly negligent acts or omissions or
willful misconduct. Lessee's liability under this Article shall survive the
expiration or any earlier termination of this Lease.



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<PAGE>

                                  ARTICLE XXII

                            RESTRICTIONS ON TRANSFERS

         22.1 GENERAL PROHIBITION AGAINST TRANSFERS. Lessee acknowledges that a
significant inducement to Lessor to enter into this Lease with Lessee on the
terms set forth herein is the combination of financial strength, experience,
skill and reputation possessed by the Lessee named herein, the Person or Persons
in Control of Lessee and Guarantor, together with Lessee's assurance that Lessor
shall have the unrestricted right to approve or disapprove any proposed
Transfer. Therefore, there shall be no Transfer except as specifically permitted
by this Lease or consented to in advance by Lessor in writing. Lessee agrees
that Lessor shall have the right to withhold its consent to any proposed
Transfer on the basis of Lessor's judgment as to the effect the proposed
Transfer may have on the Leased Properties and the future performance of the
obligations of the Lessee under this Lease, whether or not Lessee agrees with
such judgment. Any attempted Transfer which is not specifically permitted by
this Lease or consented to by Lessor in advance in writing shall be null and
void and of no force and effect whatsoever. In the event of a Transfer, Lessor
may collect Rent and other charges from the assignee, subtenant or other
occupant or transferee (any and all of which are herein referred to as a
"Transferee") and apply the amounts collected to the Rent and other charges
herein reserved, but no Transfer or collection of Rent and other charges shall
be deemed to be a waiver of Lessor's rights to enforce Lessee's covenants or an
acceptance of the Transferee as Lessee, or a release of the Lessee named herein
from the performance of its covenants. Notwithstanding any Transfer, Lessee and
Guarantor shall remain fully liable for the performance of all terms, covenants
and provisions of this Lease. Any violation of this Lease by any Transferee
shall be deemed to be a violation of this Lease by Lessee.

         22.2 CONSENT TO CERTAIN TRANSFERS. Lessor acknowledges that Lessee, as
sublessor, intends to enter into subleases with the parties identified on
SCHEDULE 22.2, as sublessees, with respect to the Facilities identified on such
Schedule. Lessor consents to such subleases provided that all such sublease
agreements satisfy all of the requirements set forth in this Lease and otherwise
are satisfactory in form and substance to Lessor. The conditions set forth in
the immediately preceding sentence shall be deemed satisfied as to any sublease
with respect to which Lessor has executed and delivered a Consent and
Non-Disturbance Agreement in substantially the form of EXHIBIT F.
Notwithstanding any such sublease, Lessee and Guarantor shall remain fully
liable for the performance of all terms, covenants and provisions of this Lease.

         22.3 SUBORDINATION AND ATTORNMENT. Lessee shall insert in any sublease
permitted by Lessor provisions to the effect that (i) such sublease is subject
and subordinate to all of the terms and provisions of this Lease and to the
rights of Lessor hereunder, (ii) if this Lease terminates before the expiration
of such sublease, the sublessee thereunder will, at Lessor's option, attorn to
Lessor and waive any right the sublessee may have to terminate the sublease or
to surrender possession thereunder, as a result of the termination of this
Lease, and (iii) if the sublessee receives a written Notice from Lessor or
Lessor's assignee, if any, stating that Lessee is in default under this Lease,
the sublessee shall thereafter be obligated to pay all rentals accruing under
the sublease directly to the party giving such Notice, or as such party may
direct, which payments shall be credited against the amounts owing by Lessee
under this Lease.



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                                  ARTICLE XXIII

                        LESSEE AND GUARANTOR INFORMATION

         23.1 OFFICER'S CERTIFICATES AND FINANCIAL STATEMENTS. Lessee and
Guarantor shall furnish or cause to be furnished to Lessor:

                  23.1.1 Fiscal Year Information. (i) within ninety (90) days
         after the end of each fiscal year of WCG, its audited consolidated
         balance sheets and related audited consolidated statements of
         operations, stockholders' or members' equity and cash flows as of the
         end of and for such fiscal year (including segment reporting with
         respect to each of WCG's business segments consistent), setting forth
         in each case in comparative form the figures for the previous fiscal
         year, all reported on by Ernst & Young LLP or other independent public
         accountants of recognized national standing, and otherwise reasonably
         satisfactory to Lessor (without a "going concern" or like qualification
         or exception and without any qualification or exception as to the scope
         of such audit) to the effect that such consolidated financial
         statements present fairly in all material respects the financial
         condition and results of operations of WCG on a consolidated basis in
         accordance with GAAP consistently applied, and (ii) within ninety (90)
         days after the end of each fiscal year of WCG, supplemental unaudited
         balance sheets and related unaudited statements of operations,
         stockholders' or members' equity and cash flows as of the end of and
         for such fiscal year, setting forth in tabular form in each case the
         figures for the previous year, for WCG and the consolidating
         adjustments with respect thereto.

                 23.1.2 Quarterly Information. (i) within forty-five (45) days
         after the end of each of the first three (3) fiscal quarters of each
         fiscal year of WCG, unaudited consolidated and consolidating balance
         sheets and related consolidated and consolidating statements of
         operations, stockholders' or members' equity and cash flows of
         Guarantor and WCG as of the end of and for such fiscal quarter and the
         then elapsed portion of the fiscal year, setting forth in each case in
         comparative form the figures for the corresponding period or periods of
         the previous fiscal year (or in the case of the balance sheet, as of
         the end of the previous fiscal year), all certified by an Officer's
         Certificate as presenting fairly in all material respects the financial
         condition and results of operations of Guarantor and WCG on a
         consolidated basis in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments and the absence of
         footnotes and (ii) within forty-five (45) days after the end of each of
         the first three (3) fiscal quarters of each fiscal year of Guarantor,
         unaudited balance sheets and related statements of operations,
         stockholders' or members' equity and cash flow of Guarantor as of the
         end of and for such fiscal quarter and the then elapsed portion of the
         fiscal year, setting forth in each case in comparative form the figures
         for the corresponding period or periods of the previous fiscal year
         (or, in the case of the balance sheet, as of the end of the previous
         fiscal year) all certified by an Officer's Certificate as presenting
         fairly in all material respects the financial condition and results of
         operations of Guarantor in accordance with GAAP consistently applied,
         subject to normal year-end audit adjustments and the absence of
         footnotes.



                                       88
<PAGE>

                  23.1.3 Officers Certificate. Concurrently with any delivery of
         financial statements under Sections 23.1.1 and 23.1.2, and at any time
         and from time to time, within ten (10) days of Lessor's request, an
         Officer's Certificate of the Lessee (i) certifying as to whether an
         Event of Default has occurred and, if an Event of Default has occurred,
         specifying the details thereof and any action taken or proposed to be
         taken with respect thereto, (ii) setting forth in reasonable detail
         calculations demonstrating compliance with Sections 8.4.2 through 8.4.6
         (iii) stating whether any change in GAAP or in the application thereof
         has occurred since the date of audited financial statements referred to
         in Section 17.1.4 and, if any such change has occurred, specifying the
         effect of such change on the financial statements accompanying such
         Officer's Certificate, and (iv) certifying as to the compliance by
         Lessee and Guarantor, with the provisions of this Lease, and such other
         matters set forth in this Lease or the Credit Agreement, as Lessor may
         specify.

                  23.1.4 Accounting Firm Certificate. Concurrently with any
         delivery of financial statements under Section 23.1.1, a certificate of
         the accounting firm that reported on such financial statements stating
         whether they obtained knowledge during the course of their examination
         of such financial statements of any Event of Default (which certificate
         may be limited to the extent required by accounting rules or
         guidelines).

                  23.1.5 Budget. As soon as practicable after approval by the
         Board of Directors of WCG, and in any event not later than one hundred
         and twenty (120) days after the commencement of each fiscal year of
         WCG, a consolidated and consolidating budget of WCG for such fiscal
         year and a consolidated budget of the Lessee for such fiscal year and,
         promptly when available, any significant revisions of any such budget.

                  23.1.6 SEC Filings. Promptly after the same become publicly
         available, copies of all periodic and other reports, proxy statements
         and other materials filed by WCG or any of its Affiliates with the SEC,
         or any Governmental Authority succeeding to any or all of the functions
         of the SEC, or with any national securities exchange, or distributed by
         WCG to its shareholders generally, as the case may be, except to the
         extent any such report, proxy statement or other material is available
         electronically on a publicly-accessible website.

                  23.1.7 Other Information. Promptly following any request
         therefor, such other information regarding the operations, business
         affairs and financial condition of Lessee, Guarantor or WCG, or
         compliance with the terms of this Lease or any of the documents
         contemplated herein, as Lessor may reasonably request.

                  23.1.8 Credit Agreement Information. To the extent not
         previously covered by the provisions of this Section 23.1, copies of
         all information provided by Guarantor, WCG or any Affiliates of either
         pursuant to the Credit Agreement, contemporaneously with its delivery
         pursuant thereto.

         23.2 PUBLIC OFFERING INFORMATION. Lessee, Guarantor and WCG,
specifically agree that subject to the approval of Lessee, which approval shall
not be unreasonably withheld or delayed, Lessor may include financial
information and information concerning the operation of the Facilities in
offering memoranda or prospectus, or similar



                                       89
<PAGE>

publications in connection with syndications or public offerings of Lessor's
securities or interests, and any other reporting requirements under applicable
Federal and State Laws, including those of any successor to Lessor. Lessee,
Guarantor, and WCG, agree to provide such other reasonable information necessary
with respect to Lessee, Guarantor, and WCG, and the Leased Properties to
facilitate a public offering or to satisfy SEC or regulatory disclosure
requirements. Upon request of Lessor, Lessee shall notify Lessor of any
necessary corrections to information Lessor proposes to publish within a
reasonable period of time (not to exceed ten (10) days) after being informed
thereof by Lessor.

         23.3 NOTICES OF MATERIAL EVENTS. Upon its respective knowledge
thereof, Lessee and Guarantor each will furnish to Lessor prompt written notice
of the following. Each notice delivered under this Section shall be accompanied
by a statement of an Officer's Certificate, duly executed, setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.

                  23.3.1 Event of Default. The occurrence of any Event of
         Default.

                  23.3.2 Action, Suit or Proceeding. The filing or commencement
         of any action, suit or Proceeding by or before any arbitrator or
         Governmental Authority against or affecting Lessee, Guarantor or WCG or
         any Affiliate thereof that could reasonably be expected to result in a
         Material Adverse Effect.

                  23.3.3 ERISA Event. The occurrence of any ERISA Event that,
         alone or together with any other ERISA Events that have occurred, could
         reasonably be expected to result in a Material Adverse Effect.

                  23.3.4 Other Matters. Any other development that results in,
         or could reasonably be expected to result in, a Material Adverse
         Effect.

                                  ARTICLE XXIV

                                   INSPECTION

         24.1 LESSOR'S RIGHT TO INSPECT. Lessee shall permit Lessor and its
authorized representatives to inspect the Leased Properties and Lessee's books
and records pertaining thereto during normal business hours at any time upon
reasonable Notice. Notwithstanding the foregoing, Lessee is and shall be in
exclusive control and possession of the Leased Properties as provided herein,
and Lessor shall not in any event whatsoever be liable for any injury or damage
to any property or to any person happening on or about the Leased Properties nor
for any injury or damage to any property of Lessee, or of any other person,
except in the event any such injury or damage is the direct result of the gross
negligence or malfeasance of Lessor. The right of Lessor to enter and inspect
the Leased Properties are for the purpose of enabling Lessor to be informed as
to whether or not Lessee is complying with the terms, covenants and conditions
of this Lease and to do such acts as Lessee may have failed to do, provided
however, in no event shall Lessor have any obligation whatsoever to so perform
such acts.



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<PAGE>

                                   ARTICLE XXV

                                    NO WAIVER

         25.1 NO WAIVER. No failure by Lessor to insist upon the strict
performance of any term hereof or to exercise any right, power or remedy
consequent upon a breach hereof, and no acceptance of full or partial payment of
Rent during the continuance of any such breach, shall constitute a waiver of any
such breach or of any such term. No waiver of any breach shall affect or alter
this Lease, which shall continue in full force and effect with respect to any
other then existing or subsequent breach.

                                  ARTICLE XXVI

                               REMEDIES CUMULATIVE

         26.1 REMEDIES CUMULATIVE. To the extent permitted by law, each legal,
equitable or contractual right, power and remedy of Lessor now or hereafter
provided either in this Lease or by statute or otherwise shall be cumulative and
concurrent and shall be in addition to every other right, power and remedy and
the exercise or beginning of the exercise by Lessor of any one or more of such
rights, powers and remedies shall not preclude the simultaneous or subsequent
exercise by Lessor of any or all of such other rights, powers and remedies.

                                  ARTICLE XXVII

                                    SURRENDER

         27.1 ACCEPTANCE OF SURRENDER. No surrender to Lessor of this Lease or
of the Leased Properties or any part thereof, or of any interest therein, shall
be valid or effective unless agreed to and accepted in writing by Lessor, and no
act by Lessor or any representative or agent of Lessor, other than such a
written acceptance by Lessor, shall constitute an acceptance of any such
surrender.

                                  ARTICLE XXIII

                                  RELATIONSHIP

         28.1 NO MERGER OF TITLE. There shall be no merger of this Lease or of
the leasehold estate created hereby by reason of the fact that the same person,
firm, corporation or other entity may acquire, own or hold, directly or
indirectly, (i) this Lease or the leasehold estate created hereby or any
interest in this Lease or such leasehold estate, and (ii) the fee estate in the
Leased Properties.

         28.2 NO PARTNERSHIP. Nothing contained in this Lease will be deemed or
construed to create a partnership or joint venture between Lessor and Lessee or
to cause either party to be responsible in any way for the debts or obligations
of the other or any other party, it being the intention of the parties that the
only relationship hereunder is that of Lessor and Lessee.



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<PAGE>

                                  ARTICLE XXIX

                              CONVEYANCE BY LESSOR

         29.1 CONVEYANCE BY LESSOR. Lessor may at its sole option, transfer the
Leased Properties and in connection with any such transfer, may assign this
Lease. If Lessor or any successor owner of the Leased Properties conveys the
Leased Properties other than as security for a debt, Lessor or such successor
owner, as the case may be, shall thereupon be released from all future
liabilities and obligations of Lessor under this Lease arising or accruing from
and after the date of such conveyance or other transfer and all such future
liabilities and obligations shall thereupon be binding upon the new owner.

                                   ARTICLE XXX

                                 QUIET ENJOYMENT

         30.1 QUIET ENJOYMENT. So long as Lessee pays all Rent as it becomes due
and complies with all of the terms of this Lease and performs its obligations
hereunder, Lessee shall peaceably and quietly have, hold and enjoy the Leased
Properties for the Term, free of any claim or other action by Lessor or anyone
claiming by, through or under Lessor, but subject to all liens and Encumbrances
of record as of the date hereof or hereafter provided for in this Lease or
consented to by Lessee. Except as otherwise provided in this Lease, no failure
by Lessor to comply with the foregoing covenant will give Lessee any right to
cancel or terminate this Lease or abate, reduce or make a deduction from or
offset against the Rent or any other sum payable under this Lease, or to fail to
perform any other obligation of Lessee. Lessee shall, however, have the right,
by separate and independent action, to pursue any claim it may have against
Lessor as a result of a breach by Lessor of the covenant of quiet enjoyment
contained in this Section.

                                  ARTICLE XXXI

                                     NOTICES

         31.1 NOTICES. Any notice, request or other communication to be given by
any party hereunder shall be in writing and shall be sent by registered or
certified mail, postage prepaid, by overnight deliver, hand delivery or
facsimile transmission to the following address:

         To Lessor:                 Williams Headquarters Building Company
                                    Attn: George D. Shahadi, Vice
                                          President-Corp. Real Estate
                                    One Williams Center, Suite 2200
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/573-4049

         With copies to:            The Williams Companies, Inc.
                                    Attn: Real Estate Counsel
                                    One Williams Center, Suite 4100
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/573-4503



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<PAGE>

                                    The Williams Companies, Inc.
                                    Attn: Treasurer
                                    One Williams Center, Suite 5000
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/573-2065

         To Lessee:                 Williams Technology Center, LLC
                                    Attn: Vice President, Real Estate
                                    One Williams Center, MD-OneOK-6
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/573-5614

         With copy to:              Williams Communications, LLC.
                                    Attn: P. David Newsome, Jr., Esq., General
                                          Counsel
                                    One Williams Center, MD-41-3
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/573-3005

         To Guarantor:              Williams Communications, LLC
                                    Attn: P. David Newsome, Jr., Esq., General
                                          Counsel
                                    One Williams Center, MD-41-3
                                    Tulsa, Oklahoma 74172
                                    Fax No. 918/573-3005

         With copy to:              Williams Communications, LLC
                                    Attn: Assistant Treasurer
                                    One Technology Center, MD: TC 14X
                                    Tulsa, Oklahoma 74103
                                    Fax No.: 918/547-1108


or to such other address as either party may hereafter designate. Notice shall
be deemed to have been given on the date of delivery if such delivery is made on
a Business Day, or if not, on the first Business Day after delivery. If delivery
is refused, Notice shall be deemed to have been given on the date delivery was
first attempted. Notice sent by facsimile transmission shall be deemed given
upon confirmation that such Notice was received at the number specified above or
in a Notice to the sender. If Lessee has vacated the Leased Properties, Lessor's
Notice may be posted on the door of a Leased Property. No failure of any
addressee designated as "With copy to", to be sent or to receive any Notice
shall invalidate the effectiveness of Notice sent to and received by any party
to this Lease.

                                  ARTICLE XXXII

                             [INTENTIONALLY OMITTED]



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<PAGE>

                                 ARTICLE XXXIII

                             [INTENTIONALLY OMITTED]

                                  ARTICLE XXXIV

                           LESSOR'S OPTION TO PURCHASE

         34.1 LESSOR'S OPTION TO PURCHASE LESSEE'S PERSONAL PROPERTY. Unless
Lessee purchases the Leased Properties as provided in this Lease, upon the
expiration or termination of this Lease, Lessor shall have the option on the
terms hereinafter set forth to purchase any of Lessee's Personal Property that
is not deemed to have been sold, assigned, transferred and conveyed to Lessor
pursuant to Section 6.3 hereof, for an amount equal to the then book value
thereof (acquisition cost less accumulated depreciation on the books of Lessee
pertaining thereto), subject to, and with appropriate credits for, any
obligations owing from Lessee to Lessor and for the then outstanding balances
owing on all equipment leases, conditional sale contracts and any other
Encumbrances to which such Lessee's Personal Property is subject. Lessor's
option shall be exercised by Notice to Lessee no more than one hundred eighty
(180) days, nor less than ninety (90) days, before the expiration of the Realty
Term, unless this Lease is terminated prior to its expiration date by reason of
an Event of Default, in which event Lessor's option shall be exercised not more
than ninety (90) days after the date of termination. Lessor's option shall
terminate upon Lessee's purchase of the Leased Properties. If Lessee does not
receive Lessor's Notice exercising its option before the expiration of the
relevant time period, Lessee shall give Lessor Notice thereof and Lessor's
option shall continue in full force and effect for a period of thirty (30) days
after such Notice from Lessee. If Lessor exercises its option, Lessee shall, in
exchange for Lessor's payment of the purchase price, deliver the purchased
Lessee's Personal Property to Lessor, together with a bill of sale and such
other documents as Lessor may reasonably request in order to carry out the
purchase, and the purchase shall be closed by such delivery and such payment on
the date set by Lessor in its Notice of exercise. Lessor shall be responsible
for applicable sales, use and other similar taxes which are assessed on the sale
of Lessee's Personal Property to Lessor.

         34.2 LEASED PROPERTIES TRADE NAME. If this Lease is terminated pursuant
to Section 16.1 or Lessor exercises its option to purchase Lessee's Personal
Property pursuant to Section 34.1, Lessee shall be deemed to have assigned to
Lessor the exclusive right to use Leased Properties Trade Name in perpetuity.

         34.3 TRANSFER OF OPERATIONAL CONTROL OF THE FACILITIES. Lessee shall
cooperate fully in transferring operational control of all of the Facilities
which are then subject to this Lease to Lessor or Lessor's nominee if the Term
expires without renewal or this Lease is terminated upon the occurrence of an
Event of Default or for any other reason, and Lessee shall use its best efforts
to cause the business conducted at all such Facilities to continue without
interruption. To that end, pending completion of the transfer of the operational
control of such Facilities to Lessor or its nominee:

                  34.3.1 Employees. Lessee will not terminate the employment of
         any Leased Properties maintenance and operations employees without just
         cause, or change any salaries, provided, however, that without the
         advance written consent of Lessor,



                                       94

<PAGE>
         Lessee may grant pre-announced wage increases of which Lessor has
         knowledge, increases required by written employment agreements and
         normal raises to non-officers at regular review dates; and Lessee will
         not hire any additional employees except in good faith in the ordinary
         course of business;

                  34.3.2 Change in Control. Lessee will provide all necessary
         information requested by Lessor or its nominee for the preparation and
         filing of any and all necessary applications or notifications of any
         federal or state governmental authority having jurisdiction over a
         change in the operational control of the Facilities, and any other
         information reasonably required to effect an orderly transfer of the
         Facilities;

                  34.3.3 Business and Organization. Lessee shall use all
         reasonable efforts to keep the business and organization of the
         Facilities intact and to preserve for Lessor or its nominee the
         goodwill of the suppliers, distributors, residents and others having
         business relations with Lessee with respect to the Facilities;

                  34.3.4 Operations in Ordinary Course. Lessee shall engage only
         in transactions or other activities with respect to the Facilities
         which are in the ordinary course of its business and shall perform all
         maintenance and repairs reasonably necessary to keep the Facilities in
         satisfactory operating condition and repair;

                  34.3.5 Employee Benefits. Lessee shall provide Lessor or its
         nominee with full and complete information regarding the employees of
         the Facilities and shall reimburse Lessor or its nominee for all
         outstanding accrued employee benefits, including accrued vacation, sick
         and holiday pay calculated on a true accrual basis, including all
         earned and a prorated portion of all unearned benefits;

                  34.3.6 Third Party Consents. Lessee shall use all reasonable
         efforts to obtain the acknowledgment and the consent of any creditor,
         lessor or sublessor, mortgagee, beneficiary of a deed of trust or
         security agreement affecting the real and personal properties of Lessee
         or any other party whose acknowledgment and/or consent would be
         required because of a change in the operational control of the
         Facilities and transfer of personal property. The consent must be in
         form, scope and substance satisfactory to Lessor or its nominee,
         including, without limitation, an acknowledgment in respect to all such
         contracts, leases, deeds of trust, mortgage, security agreements, or
         other agreements that Lessee and all predecessors or
         successors-in-interest thereto are not in default in respect thereto,
         that no condition known to the consenting party exists which with the
         giving of notice or lapse of time would result in such a default, and,
         if requested, affirmatively consenting to the change in the operational
         control of the Facilities;

                  34.3.7 Lessor as Attorney-in-Fact. To more fully preserve and
         protect Lessor's rights under this Section, Lessee does hereby make,
         constitute and appoint Lessor its true and lawful attorney-in-fact, for
         it and in its name, place and stead to execute and deliver all such
         instruments and documents, and to do all such other acts and things, as
         Lessor may deem to be necessary or desirable to protect and preserve
         the rights granted under this Section. Lessee hereby grants to Lessor
         the full power and authority to appoint one or more substitutes to
         perform any of the acts that Lessor is authorized to perform under this
         Section, with a right to revoke such appointment of



                                       95
<PAGE>

         substitution at Lessor's pleasure. The power of attorney granted
         pursuant to this Section is coupled with an interest and therefore is
         irrevocable. Any person dealing with Lessor may rely upon the
         representation of Lessor relating to any authority granted by this
         power of attorney, including the intended scope of the authority, and
         may accept the written certificate of Lessor that this power of
         attorney is in full force and effect. Photographic or other facsimile
         reproductions of this executed Lease may be made and delivered by
         Lessor, and may be relied upon by any person to the same extent as
         though the copy were an original. Anyone who acts in reliance upon any
         representation or certificate of Lessor, or upon a reproduction of this
         Lease, shall not be liable for permitting Lessor to perform any act
         pursuant to this power of attorney. Notwithstanding the foregoing,
         Lessor covenants with Lessee that Lessor shall refrain from exercising
         the power of attorney granted hereby except in the case of an Event of
         Default hereunder or in the event of a default, which, in Lessor's
         reasonable judgment, may lead to the suspension or revocation of any
         license of Lessee or of any sublessee.

         34.4 INTANGIBLES AND PERSONAL PROPERTY. Notwithstanding any other
provision of this Lease but subject to Articles 40 or 41 relating to the
security interest in favor of Lessor, Leased Personal Property shall not include
goodwill nor shall it include any other intangible personal property that is
severable from Lessor's " interests in real property" within the meaning of
Section 856(d) of the Code, or any similar or successor provision thereto.

                                  ARTICLE XXXV

                             [INTENTIONALLY OMITTED]

                                  ARTICLE XXXVI

                                  MISCELLANEOUS

         36.1 COMPLIANCE WITH FACILITY MORTGAGE. Lessee covenants and agrees
that it will duly and punctually observe, perform and comply with all of the
terms, covenants and conditions (including, without limitation, covenants
requiring the keeping of books and records and delivery of Financial Statements
and other information) of any Facility Mortgage and that it will not directly or
indirectly, do any act or suffer or permit any condition or thing to occur,
which would or might constitute a default under a Facility Mortgage. Anything in
this Lease to the contrary notwithstanding, if the time for performance of any
act required of Lessee by the terms of a Facility Mortgage is shorter than the
time allowed by this Lease for performance of such act by Lessee, then Lessee
shall perform such act within the time limits specified in such Facility
Mortgage.

         36.2 SURVIVAL, CHOICE OF LAW. Anything contained in this Lease to the
contrary notwithstanding, all claims against, and liabilities of, Lessee or
Lessor arising prior to the date of expiration or termination of this Lease
shall survive such expiration or termination. If any term or provision of this
Lease or any application thereof is held invalid or unenforceable, the remainder
of this Lease and any other application of such term or provisions shall not be
affected thereby. Neither this Lease nor any provision hereof may be changed,
waived, discharged or terminated except by an instrument in writing and in
recordable form signed by Lessor and Lessee. All the terms and provisions of
this Lease shall



                                       96
<PAGE>

be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns. The headings in this Lease are for
convenience of reference only and shall not limit or otherwise affect the
meaning hereof. This Lease shall be governed by and construed in accordance with
the laws of the State, except as to matters which, under applicable procedural
conflicts of laws rules require the application of laws of another State.

         LESSEE CONSENTS TO IN PERSONAM JURISDICTION BEFORE THE STATE AND
FEDERAL COURTS OF THE STATES OF OKLAHOMA AND AGREES THAT ALL DISPUTES CONCERNING
THIS LEASE BE HEARD IN THE STATE AND FEDERAL COURTS LOCATED IN THE STATE OF
OKLAHOMA. LESSEE AGREES THAT SERVICE OF PROCESS MAY BE EFFECTED UPON IT UNDER
ANY METHOD PERMISSIBLE UNDER THE LAWS OF THE STATE OF OKLAHOMA AND IRREVOCABLY
WAIVES ANY OBJECTION TO VENUE IN THE STATE AND FEDERAL COURTS OF THE STATE OF
OKLAHOMA.

         36.3 LIMITATION ON RECOVERY. Lessee specifically agrees to look solely
to Lessor's interest in the Leased Properties for recovery of any judgment from
Lessor, it being specifically agreed that no constituent shareholder, officer or
director of Lessor shall ever be personally liable for any such judgment or for
the payment of any monetary obligation to Lessee. Furthermore, Lessor (original
or successor) shall never be liable to Lessee for any indirect, consequential,
special or punitive damages suffered by Lessee from whatever cause.

         36.4 WAIVERS. Lessee waives any defense by reason of any disability of
Lessee, and waives any other defense based on the termination of Lessee's
(including Lessee's successor's) liability from any cause. Lessee waives all
presentments, demands for performance, notices of nonperformance, protests,
notices of protest, notices of dishonor, and notices of acceptance, and waives
all notices of the existence, creation, or incurring of new or additional
obligations.

         36.5 CONSENTS. Whenever the consent or approval of Lessor is required
hereunder, Lessor may in its sole discretion and without reason withhold that
consent or approval unless otherwise specifically provided.

         36.6 COUNTERPARTS. This Lease may be executed in separate counterparts,
each of which shall be considered an original when each party has executed and
delivered to the other one or more copies of this Lease.

         36.7 RIGHTS CUMULATIVE. Except as provided herein to the contrary, the
respective rights and remedies of the parties specified in this Lease shall be
cumulative and in addition to any rights and remedies not specified in this
Lease.

         36.8 ENTIRE AGREEMENT. There are no oral or written agreements or
representations between the parties hereto affecting this Lease. This Lease
supersedes and cancels any and all previous negotiations, arrangements,
representations, brochures, agreements and understandings, if any, between
Lessor and Lessee.

         36.9 AMENDMENTS IN WRITING. No provision of this Lease may be amended
except by an agreement in writing signed by Lessor and Lessee.



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<PAGE>

         36.10 SEVERABILITY. If any provision of this Lease or the application
of such provision to any person, entity or circumstance is found invalid or
unenforceable by a court of competent jurisdiction, such determination shall not
affect the other provisions of this Lease and all other provisions of this Lease
shall be deemed valid and enforceable.

         36.11 ESTOPPEL CERTIFICATE. At any time and from time to time, Lessee
shall, without charge, within ten (10) days after request by Lessor, certify by
a written instrument executed and acknowledged by a duly authorized
representative of Lessee, addressed to Lessor and any mortgagee or purchaser, or
proposed mortgagee or proposed purchaser, or any other party, firm or
corporation specified by Lessor, as to the validity and status of this Lease, as
to the existence of any default on the part of any party hereunder, as to the
existence of any offsets, counterclaims, or defenses thereto which may be
alleged on the part of Lessee, and as to any other matters which may be
reasonably requested by Lessor.

         36.12 TIME OF THE ESSENCE. Except for the delivery of possession of the
Facilities to Lessee, time is of the essence of all provisions of this Lease of
which time is an element.

         36.13 LESSOR'S COSTS AND EXPENSES. Lessee shall be responsible for and
shall pay on demand by Lessor, all of Lessor's reasonable costs and expenses
incurred in connection with the negotiation and preparation of this Lease,
including without limitation, the reasonable fees and expenses of Lessor's
attorneys.

                                 ARTICLE XXXVII

                                     BROKERS

         37.1 COMMISSIONS. Lessee represents and warrants to Lessor that no real
estate commission, finder's fee or the like is due and owing to any person in
connection with this Lease. Lessee agrees to save, indemnify and hold Lessor
harmless from and against any and all claims, liabilities or obligations for
brokerage, finder's fees or the like in connection with this Lease or the
transactions contemplated hereby, asserted by any person on the basis of any
statement or act alleged to have been made or taken by Lessee.

                                  ARTICLE XVIII

                               MEMORANDUM OF LEASE

         38.1 MEMORANDUM OR SHORT FORM OF LEASE. Lessor and Lessee shall,
promptly upon the request of either, enter into a Memorandum or Short Form of
Lease, substantially in the form of EXHIBIT G with such modifications as may be
appropriate under the laws and customs of the States and in the customary form
suitable for recording under the laws of each of the States. Lessee shall pay
all costs and expenses of recording such memorandum or short form of this Lease.



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<PAGE>

                                  ARTICLE XXXIX

                               RECHARACTERIZATION

         39.1 RECHARACTERIZATION AS A SECURITY DOCUMENT. In the event that
notwithstanding the intent of Lessor, Lessee and Guarantor as set forth herein,
that this Lease be treated as a true lease for purposes of the UCC and other
applicable laws of the State, a court of competent jurisdiction recharacterizes
this Lease as a security document serving as collateral for a financing, the
additional provisions set forth in Article XL and Article XLI shall apply,
provided however, such application shall in no event otherwise diminish,
restrict or eliminate any of the Lessor's rights or remedies set forth in this
Lease or in any of the other documents executed in connection herewith, all of
the foregoing to remain in full force and effect for all purposes.

                                   ARTICLE XL

                             GRANT OF MORTGAGE LIEN

         40.1 GRANT OF LIEN AND SECURITY INTEREST; ASSIGNMENT OF RENTS. To
secure to the Lessor the performance by the Lessee of its covenants, agreements
and obligations under the Lease, Lessee hereby agrees as follows:

                  40.1.1 MORTGAGE. SUBJECT TO THE TERMS AND CONDITIONS OF THE
         LEASE, AND IN ADDITION TO ALL OTHER RIGHTS AND REMEDIES OF LESSOR AS
         CONTAINED HEREIN OR UNDER APPLICABLE LAW, THE LESSEE DOES HEREBY
         MORTGAGE, PLEDGE, GRANT, BARGAIN, SELL, CONVEY, ASSIGN, WARRANT,
         TRANSFER AND SET OVER TO THE LESSOR, WITH POWER OF SALE, TO THE EXTENT
         PERMITTED BY APPLICABLE LAW: (i) ALL OF THE LESSEE'S RIGHT, TITLE AND
         INTEREST, IF ANY, IN THE LEASED PROPERTIES, AND (ii) ALL OF THE
         LESSEE'S RIGHT, TITLE AND INTEREST IN AND TO ALL PROCEEDS OF THE
         CONVERSION, WHETHER VOLUNTARY OR INVOLUNTARY, OF ANY OF THE
         ABOVE-DESCRIBED PROPERTY INTO CASH OR OTHER LIQUID CLAIMS, INCLUDING,
         WITHOUT LIMITATION, ALL AWARDS, PAYMENTS OR PROCEEDS, INCLUDING
         INTEREST THEREON, AND THE RIGHT TO RECEIVE THE SAME, WHICH MAY BE MADE
         AS A RESULT OF CASUALTY, ANY EXERCISE OF THE RIGHT OF EMINENT DOMAIN OR
         DEED IN LIEU THEREOF, THE ALTERATION OF THE GRADE OF ANY STREET AND ANY
         INJURY TO OR DECREASE IN THE VALUE THEREOF, THE FOREGOING COLLECTIVELY
         BEING REFERRED TO HEREINAFTER AS THE "SECURITY PROPERTY".

                  TO HAVE AND TO HOLD the foregoing rights, interests and
         properties, and all rights, estates, powers and privileges appurtenant
         thereto, unto the Lessor, its successors and assigns, forever, for the
         uses and purposes herein expressed, but not otherwise.

                  40.1.2 SECURITY INTEREST. SUBJECT TO THE TERMS AND CONDITIONS
         OF THE LEASE, THE LESSEE HEREBY GRANTS TO THE LESSOR A SECURITY
         INTEREST IN THE LESSEE'S INTEREST, IF ANY, IN THAT PORTION OF THE
         SECURITY PROPERTY (THE "UCC PROPERTY") SUBJECT TO THE UNIFORM
         COMMERCIAL CODE OF THE STATE IN WHICH THE LEASED PROPERTIES ARE LOCATED
         (THE "UCC"). THIS LEASE SHALL ALSO BE DEEMED TO BE A SECURITY AGREEMENT
         AND A FINANCING STATEMENT FILED AS A FIXTURE FILING PURSUANT TO 12A
         O.S. SECTION 1-9-502 AND SHALL SUPPORT ANY FINANCING STATEMENT SHOWING
         THE LESSOR'S INTEREST AS A



                                       99
<PAGE>

         SECURED PARTY WITH RESPECT TO ANY PORTION OF THE UCC PROPERTY DESCRIBED
         IN SUCH FINANCING STATEMENT. THE LESSEE AGREES, AT ITS SOLE COST AND
         EXPENSE, TO EXECUTE, DELIVER AND FILE FROM TIME TO TIME SUCH FURTHER
         INSTRUMENTS AS MAY BE REQUESTED BY THE LESSOR TO CONFIRM AND PERFECT
         THE LIEN OF THE SECURITY INTEREST IN THE COLLATERAL DESCRIBED IN THIS
         LEASE.

                  40.1.3 ASSIGNMENT OF LEASES AND RENTS. THE LESSEE HEREBY
         IRREVOCABLY ASSIGNS, CONVEYS, TRANSFERS AND SETS OVER UNTO THE LESSOR
         (SUBJECT, HOWEVER, TO THE LEASE AND THE RIGHTS OF THE LESSEE THEREUNDER
         AND HEREUNDER) ALL AND EVERY PART OF THE RENTS, ISSUES AND PROFITS THAT
         MAY FROM TIME TO TIME BECOME DUE AND PAYABLE ON ACCOUNT OF ANY AND ALL
         SUBLEASES OR OTHER OCCUPANCY AGREEMENTS NOW EXISTING, OR THAT MAY
         HEREAFTER COME INTO EXISTENCE WITH RESPECT TO THE LEASED PROPERTIES OR
         ANY PART THEREOF, INCLUDING ANY GUARANTIES OF SUCH SUBLEASES OR OTHER
         OCCUPANCY AGREEMENTS. UPON REQUEST OF THE LESSOR, THE LESSEE SHALL
         EXECUTE AND CAUSE TO BE RECORDED, AT ITS EXPENSE, SUPPLEMENTAL OR
         ADDITIONAL ASSIGNMENTS OF ANY SUBLEASES OR OTHER OCCUPANCY AGREEMENTS,
         OF THE LEASED PROPERTIES. UPON THE OCCURRENCE AND CONTINUANCE OF A
         EVENT OF DEFAULT, THE LESSOR IS HEREBY FULLY AUTHORIZED AND EMPOWERED
         IN ITS DISCRETION (IN ADDITION TO ALL OTHER POWERS AND RIGHTS HEREIN
         GRANTED), AND SUBJECT TO THE LEASE AND THE RIGHTS OF THE LESSEE
         THEREUNDER AND HEREUNDER, TO APPLY FOR AND COLLECT AND RECEIVE ALL SUCH
         RENTS, ISSUES AND PROFITS AND TO ENFORCE ANY GUARANTY OR GUARANTIES,
         AND ALL MONEY SO RECEIVED UNDER AND BY VIRTUE OF THIS ASSIGNMENT SHALL
         BE HELD AND APPLIED AS FURTHER SECURITY FOR THE PAYMENT OF THE
         INDEBTEDNESS SECURED HEREBY AND TO ASSURE THE PERFORMANCE BY THE LESSEE
         OF ITS COVENANTS, AGREEMENTS AND OBLIGATIONS UNDER THE LEASE.

         40.2 REMEDIES. Upon the occurrence and continuance of an Event of
Default:

                  40.2.1 Power of Sale Foreclosure. The Lessor shall have the
         power and authority, to the extent provided by law, after proper notice
         and lapse of such time as may be required by the Oklahoma Power of Sale
         Mortgage Foreclosure Act, 46 O.S. Section 40-49, as amended from time
         to time (the "Act"), to sell the Security Property at the time and
         place of sale fixed by the Lessor in said notice of sale, either as a
         whole, or in separate lots or parcels and in such order as the Lessor
         may elect, at auction to the highest bidder for cash in lawful money of
         the United States payable at the time of sale, all in accordance with
         the Act and any other applicable laws of the jurisdiction in which the
         Leased Properties are located, it being acknowledged that A POWER OF
         SALE HAS BEEN GRANTED IN THIS INSTRUMENT. A POWER OF SALE MAY ALLOW THE
         LESSOR TO TAKE THE SECURITY PROPERTY AND SELL IT WITHOUT GOING TO COURT
         IN A FORECLOSURE ACTION UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT
         OF DEFAULT BY THE LESSEE.

                  40.2.2 Judicial Foreclosure. The Lessor may proceed by a suit
         or suits in equity or at law, whether for a foreclosure hereunder, or
         for the sale of the Security Property, or, subject to the terms and
         conditions of the Lease, against the Lessee for the Rent, or for the
         specific performance of any covenant or agreement herein contained or
         in aid of the execution of any power herein granted, or for the
         appointment of a receiver pending any foreclosure hereunder or the sale
         of the



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         Security Property, or for the enforcement of any other appropriate
         legal or equitable remedy.

                  40.2.3 Appointment of Receiver. Without regard to the Lessor's
         election of nonjudicial power of sale foreclosure or judicial
         foreclosure, the Lessor shall be entitled to the appointment of a
         receiver by any court of competent jurisdiction, without notice and
         without regard to the sufficiency or value of any security for the
         indebtedness secured hereby or the solvency of any party bound for its
         payment. The receiver shall have all of the rights and powers permitted
         under the laws of the state within which the Leased Properties are
         located.

                  40.2.4 Waiver of Appraisement Appraisement of the Leased
         Properties is hereby waived or not waived at the option of the Lessor,
         such option to be exercised at or prior to the time judgment is
         rendered in any judicial foreclosure.

                  40.2.5 ADDITIONAL REMEDIES. IT IS THE INTENT OF THE PARTIES
         HERETO THAT, UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF
         DEFAULT, THE LESSOR SHALL HAVE THE REMEDIES PROVIDED FOR IN THIS
         SECTION 40.2; PROVIDED, HOWEVER, THAT (i) IN LIEU OF THE REMEDIES
         PROVIDED FOR IN THIS LEASE, THE LESSOR, AT ITS ELECTION, MAY REQUIRE
         THE LESSEE TO PURCHASE THE LEASED PROPERTIES AND, IN THE EVENT THAT THE
         LESSEE PURCHASES THE LEASED PROPERTIES AS PROVIDED IN SECTION 16.4 OF
         THIS LEASE, THE REMEDIES SET FORTH HEREIN SHALL NOT BE AVAILABLE TO THE
         LESSOR WITH RESPECT TO SUCH EVENT OF DEFAULT, AND (ii) IN THE EVENT
         THAT, NOTWITHSTANDING THE INTENTION OF THE PARTIES, A COURT OF
         COMPETENT JURISDICTION DETERMINES THAT THE REMEDIES IN THIS SECTION
         40.2 ARE UNENFORCEABLE, THE LESSOR SHALL HAVE, AS A RESULT OF SUCH
         DETERMINATION, IN LIEU OF THE REMEDIES IN THIS SECTION 40.2, ANY AND
         ALL OF THE OTHER REMEDIES PROVIDED FOR IN ARTICLE 16 OF THIS LEASE. TO
         THE EXTENT NOT IN CONFLICT WITH APPLICABLE LAW OR THE LESSEE'S
         OBLIGATIONS THEREUNDER, THE PARTIES ACKNOWLEDGE AND AGREE THAT THE
         PROVISIONS OF 11 U.S.C. SECTION 502(b)(6) ARE NOT APPLICABLE TO THE
         TRANSACTIONS CONTEMPLATED BY THIS LEASE.

                  40.2.6 Cure by Purchase of Leased Properties. Notwithstanding
         anything to the contrary contained herein, the Lessee may cure any
         Event of Default affecting or relating to the Leased Properties by
         purchasing the Leased Properties as provided in Section 16.4 of this
         Lease.

                                   ARTICLE XLI

                           GRANT OF SECURITY INTEREST

         41.1 GRANT OF SECURITY INTEREST. The Lessee hereby pledges, assigns and
grants to the Lessor a security interest in and to the Collateral to secure the
prompt and complete payment and performance of all of Lessee's covenants,
agreements and obligations under this Lease.

         41.2 UCC REPRESENTATIONS AND WARRANTIES. Lessee and Guarantor represent
and warrant to the Lessor that:



                                      101
<PAGE>

                  41.2.1 Authorization, Validity and Enforceability. Lessee has
         good and valid power to grant a security interest hereunder, free and
         clear of all Encumbrances except for Encumbrances permitted under
         Section 41.3.6, and has full power and authority to grant to the Lessor
         the security interest in such Collateral pursuant hereto. When
         financing statements have been filed in the appropriate offices against
         the Lessee in the locations listed on EXHIBIT P, the Lessor will have a
         fully perfected, first priority, security interest in that Collateral
         in which a security interest may be perfected by filing, subject only
         to Encumbrances permitted under Section 41.3.6.

                  41.2.2 Conflicting Laws and Contracts. Neither the execution
         and delivery by the Lessee of this Lease, the creation and perfection
         of the security interest in the Collateral granted hereunder, nor
         compliance with the terms and provisions hereof will violate any law,
         rule, regulation, order, writ, judgment, injunction, decree or award
         binding on any Lessee or Lessee's articles or certificate of
         incorporation or by-laws, partnership agreements, or operating
         agreements, as the case may be, the provisions of any indenture,
         instrument or agreement to which Lessee is a party or is subject, or by
         which it, or its property, is bound, or conflict with or constitute a
         default thereunder, or result in the creation or imposition of any
         Encumbrance pursuant to the terms of any such indenture, instrument or
         agreement.

                  41.2.3 Type and Jurisdiction of Organization. The
         organizational type and jurisdiction for Lessee and Guarantor are set
         forth in the Preamble.

                  41.2.4 Principal Location. Each of the Lessee's and
         Guarantor's mailing address and the location of its place of business
         (if it has only one) or its chief executive office, is disclosed in
         EXHIBIT P; Lessee has no other places of business except those set
         forth in EXHIBIT P.

                  41.2.5 Property Locations. All of the Collateral is located
         solely in Tulsa, Oklahoma, on or connected with the Land or the Leased
         Improvements.

                  41.2.6 No Other Names. Lessee has not conducted business under
         any name except the name in which it has executed this Lease, which is
         the exact name as it appears in the Lessee's organizational documents,
         as amended, as filed with the Lessee's jurisdiction of organization.

                  41.2.7 No Financing Statements. No financing statement
         describing all or any portion of the Collateral which has not lapsed or
         been terminated naming the Lessee as debtor has been filed in any
         jurisdiction except (i) financing statements naming the Lessor as the
         secured party, and (ii) as permitted by Section 41.3.6. None of the
         Equipment is covered by any certificate of title.

                  41.2.8 Federal Employer Identification Number. The Federal
         employer identification numbers for both Lessee and Guarantor are set
         forth on EXHIBIT P.

         41.3 UCC COVENANTS. The following covenants shall apply to the
Collateral.

                  41.3.1 Inspection. Lessee and Guarantor will permit the
         Lessor, by its representatives and agents (i) to inspect the
         Collateral, (ii) to examine and make copies



                                      102
<PAGE>

         of the records of the Lessee relating to the Collateral and (iii) to
         discuss the Collateral and the related records of Lessee and Guarantor
         with, and to be advised as to the same by, the Lessee's and Guarantor's
         respective officers and employees, all at such reasonable times and
         intervals as the Lessor may determine, and all at the Lessee's and
         Guarantor's expense.

                  41.3.2 Taxes. Lessee and Guarantor will pay or cause to be
         paid when due all taxes, assessments and governmental charges and
         levies upon the Collateral, except those which are being contested in
         good faith by appropriate Proceedings and with respect to which no
         Encumbrance exists.

                  41.3.3 Records and Reports; Notification of Default. Lessee
         will maintain complete and accurate books and records with respect to
         the Collateral, and furnish to the Lessor such reports relating to the
         Collateral as the Lessor shall from time to time request. Each of the
         Lessee and Guarantor will give prompt notice in writing to the Lessor
         of the occurrence of any Event of Default and of any other development,
         financial or otherwise, which might materially and adversely affect the
         Collateral.

                  41.3.4 Financing Statements and Other Actions; Defense of
         Title. Both Lessee and Guarantor hereby authorize the Lessor to file
         and if requested will execute and deliver to the Lessor all financing
         statements and other documents and take such other actions as may from
         time to time be requested by the Lessor in order to maintain a first
         perfected security interest in and, if applicable, control of, the
         Collateral. Lessee and Guarantor will take any and all actions
         necessary to defend title to the Collateral against all persons and to
         defend the security interest of the Lessor in the Collateral and the
         priority thereof against any Encumbrance not expressly permitted
         hereunder.

                  41.3.5 Disposition of Collateral. Lessee will not sell, lease
         or otherwise dispose of the Collateral except (i) prior to the
         occurrence of an Event of Default, dispositions specifically permitted
         pursuant to this Lease, (ii) until such time following the occurrence
         of an Event of Default as Lessee receives a notice from the Lessor
         instructing the Lessee to cease such transactions, sales or leases of
         Inventory in the ordinary course of business, and (iii) until such time
         as Lessee receives a notice from the Lessor, proceeds of Inventory
         collected in the ordinary course of business.

                  41.3.6 Encumbrances. Neither Lessee nor Guarantor will create,
         incur, or suffer to exist any Encumbrance on the Collateral except (i)
         the security interest created by this Lease, and (ii) Permitted
         Encumbrances.

                  41.3.7 Change of Name or Mailing Address. Lessee will not (i)
         change its name or taxpayer identification number or (ii) change its
         mailing address, unless Lessee shall have given the Lessor not less
         than thirty (30) days' prior written notice of such event or occurrence
         and the Lessor shall have either (x) determined that such event or
         occurrence will not adversely affect the validity, perfection or
         priority of the Lessor's security interest in the Collateral, or (y)
         taken such steps (with the cooperation of Lessee and Guarantor to the
         extent necessary or advisable) as are necessary or advisable to
         properly maintain the validity, perfection and priority of the Lessor's
         security interest in the Collateral.



                                      103
<PAGE>

                  41.3.8 Other Financing Statements. Lessee will not sign or
         authorize the signing on its behalf of the filing of any financing
         statement naming it as debtor covering all or any portion of the
         Collateral, except as permitted by Section 41.3.6.

                  41.3.9 Maintenance of Goods. Lessee will do all things
         necessary to maintain, preserve, protect and keep the Inventory and the
         Equipment in good repair and working condition.

         41.4 ACCELERATION AND REMEDIES. Upon the acceleration of the Rent
pursuant to the terms hereof, the Lessor may exercise any or all of the
following rights and remedies:

                  41.4.1 UCC Remedies. Those rights and remedies available to a
         secured party under the UCC (whether or not the UCC applies to the
         affected Collateral) or under any other applicable law when a debtor is
         in default under a security agreement.

                  41.4.2 Disposal. Without notice except as specifically
         provided elsewhere in this Lease, sell, lease, assign, grant an option
         or options to purchase or otherwise dispose of the Collateral or any
         part thereof in one or more parcels at public or private sale, for
         cash, on credit or for future delivery, and upon such other terms as
         the Lessor may deem commercially reasonable.

                  41.4.3 Compliance with Law. The Lessor may comply with any
         applicable state or federal law requirements in connection with a
         disposition of the Collateral, and compliance will not be considered to
         adversely affect the commercial reasonableness of any sale of the
         Collateral.

         41.5 OBLIGATIONS UPON DEFAULT. Upon the request of the Lessor after the
occurrence of an Event of Default, both Lessee and Guarantor will:

                  41.5.1 Assembly of Collateral. Assemble and make available to
         the Lessor the Collateral and all records relating thereto at any place
         or places specified by the Lessor.

                  41.5.2 Lessor Access. Permit the Lessor, by the Lessor's
         representatives and agents, to enter any premises where all or any part
         of the Collateral, or the books and records relating thereto, or both,
         are located, to take possession of all or any part of the Collateral
         and to remove all or any part of the Collateral.

         41.6 ADDITIONAL UCC PROVISIONS. The following additional provisions
shall apply to the Collateral:

                  41.6.1 Notice of Disposition of Collateral; Condition of
         Collateral. Notice of the time and place of any public sale or the time
         after which any private sale or other disposition of all or any part of
         the Collateral shall be deemed reasonable if sent to the Lessee at
         least ten (10) days prior to (i) the date of any such public sale or
         (ii) the time after which any such private sale or other disposition
         may be made. Lessor shall have no obligation to clean-up or otherwise
         prepare the Collateral for sale.



                                      104
<PAGE>

                  41.6.2 Lessor Performance of Lessee Obligations. Without
         having any obligation to do so, the Lessor may perform or pay any
         obligation which Lessee has agreed to perform or pay in this Lease and
         Lessee and Guarantor shall reimburse the Lessor for any amounts paid by
         the Lessor pursuant to this Section 41.6.2.

                  41.6.3 Authorization for Lessor to Take Certain Action. Lessee
         irrevocably authorizes the Lessor at any time and from time to time in
         the sole discretion of the Lessor and appoints the Lessor as its
         attorney-in-fact (i) to execute on behalf of Lessee and to file
         financing statements necessary or desirable in the Lessor's sole
         discretion to perfect and to maintain the perfection and priority of
         the Lessor's security interest in the Collateral, (ii) to indorse and
         collect any cash proceeds of the Collateral, (iii) to file a carbon,
         photographic or other reproduction of this Lease or any financing
         statement with respect to the Collateral as a financing statement and
         to file any other financing statement or amendment of a financing
         statement (which does not add new collateral or add a debtor) in such
         offices as the Lessor in its sole discretion deems necessary or
         desirable to perfect and to maintain the perfection and priority of the
         Lessor's security interest in the Collateral, (iv) to apply the
         proceeds of any Collateral received by the Lessor to the Rent, and (v)
         to discharge past due taxes, assessments, charges, fees or Encumbrances
         on the Collateral (except for such Encumbrances as are specifically
         permitted hereunder), and Lessee and Guarantor agree to reimburse the
         Lessor on demand for any payment made or any expense incurred by the
         Lessor in connection therewith, provided that this authorization shall
         not relieve Lessee or Guarantor of any obligations under this Lease.

                  41.6.4 Dispositions Not Authorized. Neither Lessee or
         Guarantor is authorized to sell or otherwise dispose of the Collateral
         except as set forth in Section 41.3.5 and notwithstanding any course of
         dealing between Lessee and Guarantor, and Lessor or other conduct of
         the Lessor, no authorization to sell or otherwise dispose of the
         Collateral (except as set forth in Section 41.3.5) shall be binding
         upon the Lessor unless such authorization is in writing signed by the
         Lessor.

                                  ARTICLE XLII

                                PURCHASE OPTIONS

         42.1 OPTION TO PURCHASE. For good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, and in addition to
Lessor's right to require Lessee to purchase the Leased Properties as set forth
in Section 16.4, Lessor hereby grants to Lessee the option to purchase the
Leased Properties or portions thereof, which option may be exercised by Lessee
at any time during the Terms, all pursuant to the terms and conditions set forth
on EXHIBIT O.

         42.2 PUT OPTION OF LESSOR. For good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, Lessee grants to
Lessor the right for Lessor to require Lessee to purchase the Leased Properties
or portions thereof, either (i) any time after the date which is ninety (90)
days prior to the Realty Expiration Date, or (ii) otherwise pursuant to the
provisions of Section 14.8, subject to the same terms, covenants and conditions
applicable to Lessee's Option to Purchase as set forth in Section 42.1 and as
described on EXHIBIT O.



                                      105
<PAGE>

         42.3 TERMINATION OF LEASE. In the event of Exercise of Option as set
forth herein and the acquisition of Leased Properties by Lessee, this Lease
shall terminate effective as of the closing of such purchase.



                             SIGNATURE PAGES FOLLOW



                                      106
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have respectively executed this
Lease effective as of the Effective Date.

LESSOR                                 WILLIAMS HEADQUARTERS BUILDING
                                       COMPANY, A Delaware Corporation


                                       By:    /s/ Mark W. Husband
                                          --------------------------------------
                                       Name:  Mark W. Husband
                                            ------------------------------------
                                       Title: Assistant Treasurer
                                             -----------------------------------


LESSEE                                 WILLIAMS TECHNOLOGY CENTER, LLC,
                                       A Delaware Limited Liability Company


                                       By:    /s/ Howard S. Kalika
                                          --------------------------------------
                                       Name:  Howard S. Kalika
                                            ------------------------------------
                                       Title: Treasurer and Vice President
                                             -----------------------------------


GUARANTOR                              WILLIAMS COMMUNICATIONS, LLC,
                                       A Delaware Limited Liability Company


                                       By:    /s/ Howard S. Kalika
                                          --------------------------------------
                                       Name:  Howard S. Kalika
                                            ------------------------------------
                                       Title: Treasurer and Vice President
                                             -----------------------------------


WCG - FOR THE LIMITED PURPOSE OF SECTION 8.2, 8.3, ARTICLE XVII, AND
SECTION 23.2


                                       WILLIAMS COMMUNICATIONS GROUP, INC.
                                       A Delaware Corporation


                                       By:    /s/ Howard S. Kalika
                                          --------------------------------------
                                       Name:  Howard S. Kalika
                                            ------------------------------------
                                       Title: Treasurer and Vice President
                                             -----------------------------------



                                      107
<PAGE>

EXHIBIT A         -        Center Parcel Real Property Description
EXHIBIT B         -        Parking Structure Parcel Property Description
EXHIBIT C         -        Credit Agreement
EXHIBIT D         -        Lessee's Certificate
EXHIBIT E         -        Permitted Encumbrances
EXHIBIT F         -        Consent and Non-Disturbance Agreement
EXHIBIT G         -        Memorandum or Short Form of Lease
EXHIBIT H         -        Guaranty
EXHIBIT I         -        Interest Rate Calculation
EXHIBIT J         -        Realty Base Rent Computation
EXHIBIT K         -        Category 1 FF&E Tangible Personal Property
                           Description
EXHIBIT L         -        Category 1 FF&E Base Rent Computation
EXHIBIT M         -        Category 2 FF&E Tangible Personal Property
                           Description
EXHIBIT N         -        Category 2 FF&E Base Rent Computation
EXHIBIT O         -        Option to Purchase/Put Option Terms
EXHIBIT P         -        UCC Information

SCHEDULE 22.2     -        Sublease Parties



                                      108
<PAGE>

EXHIBIT A

                     Center Parcel Real Property Description


The Easterly Half (E/2) of Block Eighty-eight (88), ORIGINAL TOWN OF TULSA,
located in the City of Tulsa, Tulsa County, State of Oklahoma, according to the
Official Plat thereof, more particularly described as follows:

BEGINNING at the Southeasterly corner of Block 88; thence Northerly 300 feet
along the Easterly line of Block 88 to the Northeasterly corner of said Block;
thence Westerly along the Northerly line of said Block a distance of 150 feet to
a point; thence Southerly a distance of 300 feet to a point on the Southerly
line of said Block; thence Easterly along the Southerly line 150 feet to the
Point of Beginning.

AND, the following described property:

A portion of East First Street adjacent to Blocks 73 and 88 of the Original
Townsite of Tulsa, Tulsa County, State of Oklahoma, a portion of South
Cincinnati Avenue adjacent to Blocks 88 and 87, Original Townsite, Tulsa County,
State of Oklahoma and said portion of East Second Street adjacent to Blocks 88
and 106, Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
below an elevation of Three (3) feet lower than the driving lanes of said
roadway. Said potion of streets being more fully described as follows to wit:

Commencing at the point of beginning, said point being the northeast corner of
Block 88; thence westerly along the northerly line of said Block 88 a distance
of 160.00 feet; thence northerly and perpendicular to the northerly line of said
Block 88 a distance of 3.50 feet; thence easterly and parallel the northerly
line of said Block 88 a distance of 166.75 feet; thence southerly and parallel
the easterly line of said Block 88 a distance of 311. 50 feet; thence westerly
and parallel the southerly line of Block 88 a distance of 166.75 feet; thence
northerly a distance of 8.00 feet to a point on the southerly line of said Block
88, said point being 10.00 feet westerly from the southwest corner of Lot 6,
Block 88; thence easterly along the southerly line of Block 88 a distance of
160.00 feet to the southeast corner of Lot 6 Block 88; thence northerly along
the easterly line of Block 88 a distance of 300.00 feet to the point of
beginning.


Skywalk No. 1

The following described property:

                  A portion of South Cincinnati Avenue adjacent to Blocks 73 and
         74, Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that
         is above an elevation of Twenty Seven (27) feet higher than the driving
         lanes of the said roadway. Said portion of South Cincinnati Avenue
         being more fully described as follows to wit:

         Commencing at the point of beginning, said point being the southwest
         corner of Lot 3 Block 74, Original Townsite; thence northerly along the
         westerly line a distance of 32.00 feet of said Lot 3, Block 74; thence
         westerly and perpendicular a distance of



<PAGE>

         80.00 feet to a point on the easterly line of Lot 1, Block 73, Original
         Townsite; thence southerly along the easterly line a distance of 32.0
         feet of said Lot 1, Block 73; thence easterly and perpendicular a
         distance of 80.00 feet to the point of beginning.


Skywalk No. 2

The following described:

         A portion of East First Street adjacent to Blocks 73 and 88 of the
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         above an elevation of Twenty Seven (27) feet higher than the driving
         lanes of the said roadway. Said portion of East First Street being more
         fully described as follows to wit:

         Commencing at the point of beginning, said point being the southeast
         corner of Lot 1, Block 73, Original Townsite; thence westerly along the
         southerly line of Lot 1 Block 73 a distance of 26.00 feet; thence
         southerly and perpendicular a distance of 80.00 feet to a point on the
         northerly line of Lot 3, Block 88, Original Townsite; thence easterly
         along the northerly line of Lot 3 Block 88 a distance of 26.00 feet to
         the northeast corner of Lot 3, Block 88; thence northerly and
         perpendicular a distance of 80.00 feet to the point of beginning.



<PAGE>

                                    EXHIBIT B

                  Parking Structure Parcel Property Description


TRACT A:

Lots One (1), Two (2), Three (3) and Four (4), Block Seventy-four (74), ORIGINAL
TOWNSITE OF TULSA, now City of Tulsa, Tulsa County, State of Oklahoma, according
to the Official Plat thereof;

TRACT B:

All that part of the Original Tulsa Station and Depot Grounds of the Burlington
Northern Railroad Company's Right of Way located in Sections 1 and 2, Township
19 North, Range 12 East of the Indian Base and Meridian, more particularly
described as follows, to-wit:

                 BEGINNING at a point that is the Northwest corner of Block 74,
        Original Town of Tulsa, now City of Tulsa, Tulsa County, Oklahoma,
        according to the Official Plat thereof; thence Westerly along the
        Westerly production of the North line of Block 74, a distance of 80.00
        feet to a point, also being the Northeast corner of Block 73, said point
        also being the Southeast corner of that certain sale to the Tulsa Urban
        Renewal Authority, dated December 30, 1970, recorded December 30, 1970,
        in Book 3951 at Pages 1235, 1236, 1237 and 1238, and correction deed
        dated August 28, 1973; thence Northerly along the Northerly production
        of the East line of said Block 73 a distance of 200.00 feet; thence
        Easterly parallel 200.00 feet Northerly of the North line of said Block
        74 a distance of 80.00 feet to a point on the Northerly production of
        the West line of Block 74; thence Southerly along the Northerly
        production of the West line of Block 74 a distance of 20.00 feet; thence
        Easterly parallel 180.00 feet Northerly of the North line of said Block
        74 a distance of 60.91 feet to a point of intersection with an existing
        concrete retaining wall; thence Northeasterly along a deflection angle
        to the left of 5(degree)42'01" a distance of 240.27 feet to a point on
        the Northerly production of the East line of Block 74; thence Southerly
        along said Northerly production of the East line of Block 74 a distance
        of 203.86 feet to the Northeast corner of Block 74; thence Westerly
        along the Northerly line of Block 74 a distance of 300.00 feet to the
        Point of Beginning of said tract of land.

AND, the following described property:

         A portion of East First Street adjacent to Block 74 and Block 87 of the
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         below an elevation of One (1) foot lower than the driving lanes of said
         roadway. Said portion of street being more fully described as follows
         to wit:

         Commencing at a point of beginning, said point being the southwest
         corner of Block 74; thence southerly and perpendicular to the south
         line of Block 74 a distance of 2.75 feet; thence easterly and parallel
         to the southerly line of said Block 74 a distance of 302.75 feet;
         thence northerly and parallel to the easterly line of Block 74 a
         distance of 191.00 feet; thence westerly and perpendicular a distance
         of 2.75 feet to the east line of Block 74; thence southerly along the
         east line of Block 74 a distance of 188.25 feet, thence westerly along
         the southerly line of Block 74 a distance of 300.00 feet, to the point
         of beginning.



<PAGE>

                                    EXHIBIT C

                                Credit Agreement



================================================================================
                                 $1,500,000,000

                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   dated as of

                                SEPTEMBER 8, 1999

                                      among

                          WILLIAMS COMMUNICATIONS, LLC,
                                   as Borrower

                      WILLIAMS COMMUNICATIONS GROUP, INC.,
                                  as Guarantor

                            THE LENDERS PARTY HERETO,

                             BANK OF AMERICA, N.A.,
                            as Administrative Agent,

                                       and

                            THE CHASE MANHATTAN BANK,
                              as Syndication Agent

                                   ----------

                            SALOMON SMITH BARNEY INC.

                                       and

                             LEHMAN BROTHERS, INC.,
                  as Joint Lead Arrangers and Joint Bookrunners
           with respect to the Incremental Facility referred to herein

                           SALOMON SMITH BARNEY INC.,

                             LEHMAN BROTHERS, INC.,

                                       and

                            MERRILL LYNCH & CO., INC.

                           as Co-Documentation Agents
================================================================================



<PAGE>

<Table>
<S>            <C>                                                                                    <C>
                                           ARTICLE 1 DEFINITIONS


SECTION 1.01.  Defined Terms.............................................................................1
SECTION 1.02.  Classification of Loans and Borrowings...................................................27
SECTION 1.03.  Terms Generally..........................................................................27
SECTION 1.04.  Accounting Terms; GAAP...................................................................28

                                           ARTICLE 2 THE CREDITS


SECTION 2.01.  Commitments..............................................................................28
SECTION 2.02.  Loans and Borrowings.....................................................................28
SECTION 2.03.  Requests for Borrowings..................................................................30
SECTION 2.04.  Swingline Loans..........................................................................30
SECTION 2.05.  Letters of Credit........................................................................32
SECTION 2.06.  Funding of Borrowings....................................................................36
SECTION 2.07.  Interest Elections.......................................................................36
SECTION 2.08.  Termination and Reduction of Commitments.................................................38
SECTION 2.09.  Repayment of Loans; Evidence of Debt.....................................................40
SECTION 2.10.  Amortization of Term Loans and Incremental Term Loans....................................41
SECTION 2.11.  Prepayment of Loans......................................................................43
SECTION 2.12.  Fees.....................................................................................45
SECTION 2.13.  Interest.................................................................................46
SECTION 2.14.  Alternate Rate of Interest...............................................................47
SECTION 2.15.  Increased Costs..........................................................................48
SECTION 2.16.  Break Funding Payments...................................................................49
SECTION 2.17.  Taxes....................................................................................49
SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs..............................51
SECTION 2.19.  Mitigation Obligations; Replacement of Lenders...........................................52
SECTION 2.20.  Additional Incremental Facilities and Commitments........................................53

                                 ARTICLE 3 REPRESENTATIONS AND WARRANTIES


SECTION 3.01.  Organization; Powers.....................................................................54
SECTION 3.02.  Authorization; Enforceability............................................................54
SECTION 3.03.  Governmental Approvals; No Conflicts.....................................................54
SECTION 3.04.  Financial Condition; No Material Adverse Change..........................................55
SECTION 3.05.  Properties...............................................................................56
SECTION 3.06.  Litigation and Environmental Matters.....................................................56
SECTION 3.07.  Compliance with Laws and Agreements......................................................56
SECTION 3.08.  Investment and Holding Company Status....................................................56
SECTION 3.09.  Taxes....................................................................................57
SECTION 3.10.  ERISA....................................................................................57
</Table>



                                        i
<PAGE>

<Table>
<S>             <C>                                                                                    <C>
SECTION 3.11.   Disclosure...............................................................................57
SECTION 3.12.   Subsidiaries.............................................................................57
SECTION 3.13.   Insurance................................................................................57
SECTION 3.14.   Labor Matters............................................................................57
SECTION 3.15.   Solvency.................................................................................57
SECTION 3.16.   No Burdensome Restrictions...............................................................58
SECTION 3.17.   Representations in Loan Documents True and Correct.......................................58

                                            ARTICLE 4 CONDITIONS


SECTION 4.01.   Effective Date...........................................................................58
SECTION 4.02.   Each Credit Event........................................................................58
SECTION 4.03.   First Incremental Borrowing Date with Respect to the Incremental Facility................58

                                       ARTICLE 5 AFFIRMATIVE COVENANTS


SECTION 5.01.   Financial Statements and Other Information...............................................59
SECTION 5.02.   Notices of Material Events...............................................................61
SECTION 5.03.   Existence; Conduct of Business...........................................................62
SECTION 5.04.   Payment of Obligations...................................................................62
SECTION 5.05.   Maintenance of Properties................................................................62
SECTION 5.06.   Insurance................................................................................62
SECTION 5.07.   Casualty and Condemnation................................................................62
SECTION 5.08.   Books and Records; Inspection and Audit Rights...........................................62
SECTION 5.09.   Compliance with Laws.....................................................................63
SECTION 5.10.   Use of Proceeds and Letters of Credit....................................................63
SECTION 5.11.A  Initial Collateral Date..................................................................63
SECTION 5.11.B  Collateral Event.........................................................................64
SECTION 5.12.   Information Regarding Collateral.........................................................65
SECTION 5.13.   Additional Subsidiaries..................................................................66
SECTION 5.14.   Further Assurances.......................................................................67
SECTION 5.15.   Concentration Accounts...................................................................67
SECTION 5.16.   Dissolution of CNG.......................................................................67
SECTION 5.17.   Sale of Solutions and ATL................................................................67
SECTION 5.18.   Qualifying Issuances.....................................................................68

                                        ARTICLE 6 NEGATIVE COVENANTS


SECTION 6.01.   Indebtedness; Certain Equity Securities..................................................68
SECTION 6.02.   Liens....................................................................................70
SECTION 6.03.   Fundamental Changes......................................................................72
SECTION 6.04.   Investments, Loans, Advances, Guarantees and Acquisitions................................72
SECTION 6.05.   Asset Sales..............................................................................75
SECTION 6.06.   Sale and Leaseback Transactions..........................................................76
</Table>



                                       ii
<PAGE>

<Table>
<S>            <C>                                                                                    <C>
SECTION 6.07.  Restricted Payments; Certain Payments of Indebtedness....................................76
SECTION 6.08.  Limitation on Capital Expenditures.......................................................77
SECTION 6.09.  Transactions with Affiliates.............................................................78
SECTION 6.10.  Restrictive Agreements...................................................................78
SECTION 6.11.  Fiscal Year..............................................................................78
SECTION 6.12.  Change in Business.......................................................................78
SECTION 6.13.  Amendment of Material Documents..........................................................78
SECTION 6.14.  Designation of Unrestricted Subsidiaries.................................................78
SECTION 6.15.  Total Net Debt to Contributed Capital Ratio..............................................79
SECTION 6.16.  Minimum EBITDA...........................................................................79
SECTION 6.17.  Total Leverage Ratio.....................................................................80
SECTION 6.18.  Senior Leverage Ratio....................................................................80
SECTION 6.19.  Interest Coverage Ratio..................................................................80
SECTION 6.20.  Financial Covenant Non-Compliance Cure...................................................80

                                        ARTICLE 7 EVENTS OF DEFAULT


SECTION 7.01.  Events of Default........................................................................81

                                           ARTICLE 8 THE AGENTS


SECTION 8.01.  Appointment, Powers, Immunities..........................................................83
SECTION 8.02.  Reliance by Agents.......................................................................84
SECTION 8.03.  Delegation to Sub-Agents.................................................................84
SECTION 8.04.  Resignation of Agents....................................................................85
SECTION 8.05.  Non-reliance on Agents or other Lenders..................................................85
SECTION 8.06.  Syndication Agent, Incremental Facility Arrangers and Co-Documentation Agents............85

                                       ARTICLE 9 HOLDINGS GUARANTEE


SECTION 9.01.  The Guarantee............................................................................85
SECTION 9.02.  Guarantee Unconditional..................................................................86
SECTION 9.03.  Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances..............86
SECTION 9.04.  Waiver...................................................................................87
SECTION 9.05.  Subrogation..............................................................................87
SECTION 9.06.  Stay of Acceleration.....................................................................87
SECTION 9.07.  Successors and Assigns...................................................................87
</Table>



                                       iii
<PAGE>

<Table>
<S>            <C>                                                                                    <C>
                                         ARTICLE 10 MISCELLANEOUS


SECTION 10.01.  Notices.................................................................................87
SECTION 10.02.  Waivers; Amendments.....................................................................88
SECTION 10.03.  Expenses; Indemnity; Damage Waiver......................................................89
SECTION 10.04.  Successors and Assigns..................................................................91
SECTION 10.05.  Survival................................................................................94
SECTION 10.06.  Counterparts; Integration; Effectiveness................................................94
SECTION 10.07.  Severability............................................................................94
SECTION 10.08.  Right of Setoff.........................................................................94
SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service of Process..............................94
SECTION 10.10.  WAIVER OF JURY TRIAL....................................................................95
SECTION 10.11.  Headings................................................................................95
SECTION 10.12.  Confidentiality.........................................................................95
SECTION 10.13.  Interest Rate Limitation................................................................96
</Table>



                                       iv
<PAGE>

SCHEDULE 2.01  -     COMMITMENTS
SCHEDULE 3.05  -     REAL PROPERTY
SCHEDULE 3.06  -     DISCLOSED MATTERS
SCHEDULE 3.12  -     SUBSIDIARIES
SCHEDULE 3.13  -     INSURANCE
SCHEDULE 6.01  -     EXISTING INDEBTEDNESS
SCHEDULE 6.02  -     EXISTING LIENS
SCHEDULE 6.04  -     EXISTING INVESTMENTS
SCHEDULE 6.09  -     EXISTING AFFILIATE AGREEMENTS
SCHEDULE 6.10  -     EXISTING RESTRICTIVE AGREEMENTS



EXHIBIT A      -     FORM OF ASSIGNMENT AND ACCEPTANCE
EXHIBIT B      -     FORM OF BORROWING REQUEST
EXHIBIT C-1    -     FORM OF OPINION OF SPECIAL COUNSEL TO HOLDINGS, THE
                     BORROWER AND THE SUBSIDIARY LOAN PARTIES
EXHIBIT C-2    -     FORM OF OPINION OF THE GENERAL COUNSEL OF HOLDINGS
EXHIBIT D      -     FORM OF SUBSIDIARY GUARANTEE
EXHIBIT E      -     FORM OF REVOLVING NOTE
EXHIBIT F      -     FORM OF TERM NOTE
EXHIBIT G      -     FORM OF INTERCOMPANY NOTE
EXHIBIT H      -     FORM OF INTERCREDITOR AGREEMENT
EXHIBIT I      -     [INTENTIONALLY DELETED]
EXHIBIT J      -     FORM OF PROMISSORY NOTE
EXHIBIT K      -     FORM OF SECURITY AGREEMENT
EXHIBIT L      -     FORM OF INCREMENTAL TERM NOTE



                                        v
<PAGE>

         AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") dated as of
September 8, 1999 among Williams Communications, LLC, a Delaware limited
liability company, Williams Communications Group, Inc., a Delaware corporation,
the LENDERS party hereto, BANK OF AMERICA, N.A., as Administrative Agent, THE
CHASE MANHATTAN BANK, as Syndication Agent, and SALOMON SMITH BARNEY INC. and
LEHMAN BROTHERS, INC., as Joint Lead Arrangers with respect to the Incremental
Facility referred to herein.

         WHEREAS, Holdings, the Borrower, the lenders party thereto, Bank of
America, N.A., as Administrative Agent, The Chase Manhattan Bank, as Syndication
Agent and Salomon Smith Barney Inc. and Lehman Brothers, Inc., as Joint Lead
Arrangers with respect to the Incremental Facility referred to herein, have
entered into an Amendment No. 5 dated as of April 12, 2001 ("Amendment No. 5")
pursuant to which such parties have agreed to amend and restate the Existing
Agreement referred to therein as set forth herein;

         NOW, THEREFORE, the parties hereto agree as follows:



                                    ARTICLE 1

                                   DEFINITIONS

         SECTION 1.1. Defined Terms. As used in this Agreement, the following
terms have the meanings specified below:

         "ABR", when used in reference to any Loan or Borrowing, refers to
whether such Loan, or the Loans comprising such Borrowing, are bearing interest
at a rate determined by reference to the Alternate Base Rate.

         "Additional Capital" means the sum of:

                  (a) $850 million;

                  (b) the aggregate Net Proceeds received by the Borrower from
         the issuance or sale of any Qualifying Equity Interests of Holdings,
         subsequent to the Amendment No. 4 Effective Date; and

                  (c) the aggregate Net Proceeds from the issuance or sale of
         Qualifying Holdings Debt subsequent to the Amendment No. 4 Effective
         Date convertible or exchangeable into Qualifying Equity Interests of
         Holdings, in each case upon conversion or exchange thereof into
         Qualifying Equity Interests of Holdings subsequent to the Amendment No.
         4 Effective Date;

provided, however, that the Net Proceeds from the issuance or sale of Equity
Interests or Debt described in clause (b) or (c) shall be excluded from any
computation of Additional Capital to the extent (1) utilized to make a
Restricted Payment or (2) such Equity Interests or Debt shall have been issued
or sold to the Borrower, a Subsidiary of the Borrower or a Plan.

         "Additional Incremental Commitment" has the meaning assigned to such
term in Section 2.20.

         "Additional Incremental Facility" has the meaning assigned to such term
in Section 2.20.



                                       1
<PAGE>

         "Additional Incremental Facility Agreement" has the meaning assigned to
such term in Section 2.20.

         "Additional Incremental Lender" has the meaning assigned to such term
in Section 2.20.

         "Additional Incremental Loan" means an Additional Incremental Revolving
Loan or an Additional Incremental Term Loan.

         "Additional Incremental Revolving Commitment" has the meaning assigned
to such term in Section 2.20.

         "Additional Incremental Revolving Loan" has the meaning assigned to
such term in Section 2.20.

         "Additional Incremental Term Commitment" has the meaning assigned to
such term in Section 2.20.

         "Additional Incremental Term Loan" has the meaning assigned to such
term in Section 2.20.

         "Adjusted EBITDA" means, for any period of four consecutive fiscal
quarters:

                  (i) if such period is a period ending on or after June 30,
         1999 and on or before September 30, 2001,

                           (A) an amount equal to (x)(1) EBITDA for the last
                           fiscal quarter in such period plus (2) ADP Interest
                           Expense for such fiscal quarter minus (3) gain for
                           such fiscal quarter attributable to Dark Fiber and
                           Capacity Dispositions multiplied by (y) four, plus

                           (B) Dark Fiber and Capacity Proceeds for such period;
                           and

                  (ii) if such period is any other period,

                           (A) EBITDA for such period plus (y) ADP Interest
                           Expense for such period minus (z) gain for such
                           period attributable to Dark Fiber and Capacity
                           Dispositions plus

                           (B) Dark Fiber and Capacity Proceeds for such period.

         "Adjusted LIBO Rate" means, with respect to any Eurodollar Borrowing
for any Interest Period, an interest rate per annum (rounded upwards, if
necessary, to the next 1/16 of 1%) equal to (a) the LIBO Rate for such Interest
Period multiplied by (b) the Statutory Reserve Rate.

         "Administrative Agent" means Bank of America, in its capacity as
administrative agent for the Lenders hereunder, and any successor in such
capacity.

         "Administrative Questionnaire" means an Administrative Questionnaire in
a form supplied by the Administrative Agent.

         "ADP" means the program set forth in the Operative Documents.

         "ADP Event of Default" has the meaning assigned to such term in the
Intercreditor Agreement.



                                       2
<PAGE>

         "ADP Interest Expense" means, for any period, the amount that would be
accrued for such period in respect of the Borrower's obligations under the ADP
that would constitute "interest expense" for such period if such obligations
were treated as Capital Lease Obligations.

         "ADP Obligations" means all obligations of Holdings or any Subsidiary
under the ADP.

         "ADP Outstandings" means, at any time, the amount of the Borrower's
obligations at such time in respect of the ADP that would be considered
"principal" if such obligations were treated as Capital Lease Obligations.

         "ADP Property" has the meaning assigned to the term "Property" in the
Participation Agreement.

         "Affiliate" means, with respect to a specified Person, (i) another
Person that directly, or indirectly through one or more intermediaries, Controls
(a "controlling Person"), is Controlled by or is under common Control with the
specified Person, (ii) any Person that holds, directly or indirectly, 10% or
more of the Equity Interests of the specified Person and (iii) any Person 10% or
more of the Equity Interests of which are held directly or indirectly by the
specified Person or a controlling Person.

         "Agents" means, collectively, the Administrative Agent, the Syndication
Agent and each Co-Documentation Agent.

         "Alternate Base Rate" means, for any day, a rate per annum equal to the
greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds
Effective Rate in effect on such day plus 1/2 of 1%. Any change in the Alternate
Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate
shall be effective from and including the effective date of such change in the
Prime Rate or the Federal Funds Effective Rate, respectively.

         "Amendment No. 4 Effective Date" means March 19, 2001.

         "Amendment No. 5" has the meaning set forth in the preamble.

         "Amendment No. 5 Effective Date" means the date of effectiveness of
Amendment No. 5.

         "Applicable Margin" means, for any day, (a) with respect to any Term
Loan or Revolving Loan, (i) the applicable rate per annum set forth below under
the caption "Eurodollar Spread" or "ABR Spread", as the case may be, based upon
the ratings by S&P and Moody's, respectively, applicable on such date to the
Facilities plus (ii) the applicable rate per annum set forth below under the
caption "Leverage Premium", unless the Total Leverage Ratio, as determined by
reference to the financial statements delivered to the Administrative Agent in
respect of the most recently ended fiscal quarter of the Borrower, is less than
6:00 to 1:00:

         (b) with respect to any Incremental Tranche A Loan, (i) the applicable
rate per annum set forth below under the caption "Eurodollar Spread" or "ABR
Spread", as the case may be, based upon the ratings by S&P and Moody's,
respectively, applicable on such date to the Facilities plus (ii) the applicable
rate per annum set forth below under the caption "Leverage Premium", unless the
Total Leverage Ratio, as determined by reference to the financial statements
delivered to the Administrative Agent in respect of the most recently ended
fiscal quarter of the Borrower, is less than 6:00 to 1:00:

<Table>
<Caption>
                   FACILITIES           EURODOLLAR               ABR               LEVERAGE
                     RATING               SPREAD               SPREAD               PREMIUM
                   ----------           ----------             ------              --------
<S>             <C>                     <C>                    <C>                 <C>
LEVEL I         BBB- and Baa3 or           1.50%                0.50%                0.25%
                     higher

LEVEL II           BB+ and Ba1            1.875%               0.875%                0.25%

LEVEL III          BB and Ba2              2.25%                1.25%                0.25%

LEVEL IV           BB- and Ba3             2.50%                1.50%                0.25%

LEVEL V          Lower than BB-
                or lower than Ba3          2.75%                1.75%                0.25%
</Table>



                                       3
<PAGE>

         and

         (c) with respect to any Additional Incremental Loan, the Applicable
Margin in respect thereof set forth in the applicable Additional Incremental
Facility Agreement.

         For purposes of the foregoing clauses (a) and (b), (i) if neither S&P
nor Moody's shall have in effect a rating for the Facilities (other than by
reason of the circumstances referred to in the last sentence of this
definition), then the Applicable Margin shall be the rate set forth in Level V,
(ii) if either S&P or Moody's, but not both S&P and Moody's, shall have in
effect a rating for the Facilities, then the Applicable Margin shall be based on
such rating, (iii) if the ratings established by S&P and Moody's for the
Facilities shall fall within different Levels, then the Applicable Margin shall
be based on the lower of the two ratings, (iv) if the ratings established by S&P
and Moody's for the Facilities shall fall within the same Level, then the
Applicable Margin shall be based on that Level and (v) if the ratings
established by S&P and Moody's for the Facilities shall be changed (other than
as a result of a change in the rating system of S&P or Moody's), such change
shall be effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Margin shall apply
(other than with respect to the Leverage Premium or as described in the
immediately succeeding sentence or the immediately succeeding paragraph) during
the period commencing on the effective date of such change and ending on the
date immediately preceding the effective date of the next such change. If the
rating system of S&P or Moody's shall change, or if either such rating agency
shall cease to be in the business of rating corporate debt obligations, the
Borrower and the Lenders shall negotiate in good faith to amend this definition
to reflect such changed rating system or the unavailability of ratings from such
rating agency and, pending the effectiveness of any such amendment, the
Applicable Margin shall be determined by reference to the rating most recently
in effect prior to such change or cessation. Any such amendment shall be subject
to the provisions of Section 10.02(b).

         If the Borrower shall enter into any Additional Incremental Facility
Agreement, the Borrower, the Incremental Facility Arrangers and the
Administrative Agent, on behalf of the then current Lenders, shall evaluate in
good faith at such time whether to amend this definition of Applicable Margin
with respect to the Term Loans, the Revolving Loans and the Incremental Tranche
A Term Loans. Any such amendment shall be subject to the provisions of Section
10.02(b).

         "Applicable Percentage" means, with respect to any Revolving Lender,
the percentage of the total Revolving Commitments represented by such Lender's
Revolving Commitment. If the Revolving Commitments have terminated or expired,
the Applicable Percentages shall be determined based upon the Revolving
Commitments most recently in effect, giving effect to any assignments.

         "Assignment and Acceptance" means an assignment and acceptance entered
into by a Lender and an assignee (with the consent of any party whose consent is
required by Section 10.04), and accepted by the Administrative Agent, in the
form of Exhibit A or any other form approved by the Administrative Agent.

         "ATL" means ATL-Algar Telecom Leste S.A., a Brazilian corporation.

         "Attributable Debt" means, on any date, in respect of any lease of
Holdings or any Restricted Subsidiary entered into as part of a Sale and
Leaseback Transaction subject to Section 6.06(ii), (i) if such



                                       4
<PAGE>

lease is a Capital Lease Obligation, the capitalized amount thereof that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP, and (ii) if such lease is not a Capital Lease Obligation, the
capitalized amount of the remaining lease payments under such lease that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease were accounted for as a Capital Lease Obligation.

         "Bank of America" means Bank of America, N.A.

         "Board" means the Board of Governors of the Federal Reserve System of
the United States of America.

         "Borrower" means Williams Communications, LLC, a Delaware limited
liability company.

         "Borrowing" means (a) Loans of the same Class and Type, made, converted
or continued on the same date and, in the case of Eurodollar Loans, as to which
a single Interest Period is in effect, or (b) a Swingline Loan.

         "Borrowing Request" means a request by the Borrower for a Borrowing in
accordance with Section 2.03.

         "Business Day" means any day that is not a Saturday, Sunday or other
day on which commercial banks in New York, New York or Dallas, Texas are
authorized or required by law to remain closed; provided that, when used in
connection with a Eurodollar Loan, the term "Business Day" shall also exclude
any day on which banks are not open for dealings in dollar deposits in the
London interbank market.

         "Capital Expenditures" means, for any period, the additions to
property, plant and equipment and other capital expenditures of Holdings and the
Restricted Subsidiaries that are (or would be) set forth in a consolidated
statement of cash flows of Holdings and the Restricted Subsidiaries for such
period prepared in accordance with GAAP, other than any such capital
expenditures that constitute Investments permitted under Section 6.04 (other
than Section 6.04(i)); provided that any use during such period of the proceeds
of any such Investment made by the recipient thereof for additions to property,
plant and equipment and other capital expenditures, as described in this
definition, shall (unless such use shall, itself, constitute an Investment
permitted under Section 6.04 (other than Section 6.04(i)) constitute "Capital
Expenditures".

         "Capital Lease Obligations" of any Person means the obligations of such
Person to pay rent or other amounts under any lease of (or other arrangement
conveying the right to use) real or personal property, or a combination thereof,
which obligations are required to be classified and accounted for as capital
leases on a balance sheet of such Person under GAAP, and the amount of such
obligations shall be the capitalized amount thereof determined in accordance
with GAAP.

         "Cash Equivalent Investments" means:

                  (1) Government Securities maturing, or subject to tender at
         the option of the holder thereof, within two years after the date of
         acquisition thereof;

                  (2) time deposits and certificates of deposit of (a) any
         commercial bank organized in the United States having capital and
         surplus in excess of $500,000,000 or (b) any branch located in the
         United States of any commercial bank organized under the law of any
         other country that is a member of the Organization for Economic
         Cooperation and Development having total assets in excess of
         $500,000,000, or its foreign currency equivalent at the time, in either
         case with a maturity date not more than one year from the date of
         acquisition;



                                       5
<PAGE>

                  (3) repurchase obligations with a term of not more than 30
         days for underlying securities of the types described in clause (1)
         above entered into with (a) any bank meeting the qualifications
         specified in clause (2) above or (b) any primary government securities
         dealer reporting to the Market Reports Division of the Federal Reserve
         Bank of New York;

                  (4) direct obligations issued by any state of the United
         States or any political subdivision of any such state or any public
         instrumentality thereof maturing, or subject to tender at the option of
         the holder of such obligation, within one year after the date of
         acquisition thereof; provided that, at the time of acquisition, the
         long-term debt of such state, political subdivision or public
         instrumentality has a rating of A, or higher, from S&P or A-2 or higher
         from Moody's or, if at any time neither S&P nor Moody's shaft be rating
         such obligations, then an equivalent rating from such other nationally
         recognized rating service as is acceptable to the Administrative Agent;

                  (5) commercial paper issued by the parent corporation of (a)
         any commercial bank organized in the United States having capital and
         surplus in excess of $500,000,000 or (b) any branch located in the
         United States of any commercial bank organized under the laws of any
         other country that is a member of the Organization for Economic
         Cooperation and Development having total assets in excess of
         $500,000,000, or its foreign currency equivalent at the time, and money
         market instruments and commercial paper issued by others having one of
         the three highest ratings obtainable from either S&P or Moody's, or, if
         at any time neither S&P nor Moody's shall be rating such obligations,
         then from such other nationally recognized rating service as is
         acceptable to the Administrative Agent and in each case maturing within
         one year after the date of acquisition;

                  (6) overnight bank deposits and bankers' acceptances at (a)
         any commercial bank organized in the United States having capital and
         surplus in excess of $500,000,000 or (b) any branch located in the
         United States of any commercial bank organized under the laws of any
         other country that is a member of the Organization for Economic
         Cooperation and Development having total assets in excess of
         $500,000,000 or its foreign currency equivalent at the time;

                  (7) deposits available for withdrawal on demand with (a) a
         commercial bank organized in the United States having capital and
         surplus in excess of $500,000,000 or (b) any branch located in the
         United States of any commercial bank organized under the laws of any
         other country that is a member of the Organization for Economic
         Cooperation and Development having total assets in excess of
         $500,000,000 or its foreign currency equivalent at the time; and

                  (8) investments in money market funds substantially all of
         whose assets comprise securities of the types described in clauses (1)
         through (7).

         "Change in Control" means:



                                       6
<PAGE>

         (a) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person other than Holdings of any shares of capital stock
of the Borrower;

         (b) the acquisition of ownership, directly or indirectly, beneficially
or of record, by any Person or group (within the meaning of Section 13(d) or
14(d) of the Exchange Act and the rules of the Commission thereunder as in
effect on the date hereof) other than the Parent and its subsidiaries, of shares
representing more than 35% of either (i) the aggregate ordinary voting power
represented by the issued and outstanding Voting Stock of Holdings or (ii) the
issued and outstanding capital stock of Holdings;

         (c) other than as a result of the consummation of the Spin-Off, the
failure of the Parent and its subsidiaries to own, directly or indirectly, (i)
more than 75% (or, if (x) the Facilities are rated at least BBB- by S&P and Baa3
by Moody's and (y) the Parent shall have been released from its obligations
under the Parent Guarantee, 35%) of the aggregate ordinary voting power
represented by the issued and outstanding Voting Stock of Holdings or (ii) more
than 65% (or, if (x) the Facilities are rated at least BBB- by S&P and Baa3 by
Moody's and (y) the Parent shall have been released from its obligations under
the Parent Guarantee, 35%) of the issued and outstanding capital stock of
Holdings;

         (d) occupation of a majority of the seats (other than vacant seats) on
the board of directors of Holdings by Persons who were neither (i) nominated by
the board of directors of Holdings nor (ii) appointed by directors so nominated;
or

         (e) the acquisition of direct or indirect Control of Holdings by any
Person or group (other than, prior to the consummation of the Spin-Off, the
Parent).

         "Change in Law" means (a) the adoption of any law, rule or regulation
after the date of this Agreement, (b) any change in any law, rule or regulation
or in the interpretation or application thereof by any Governmental Authority
after the date of this Agreement or (c) compliance by any Lender, any Swingline
Lender or any Issuing Bank (or, for purposes of Section 2.15(b), by any lending
office of such Lender, Swingline Lender or Issuing Bank or by such Lender's,
Swingline Lender's or Issuing Bank's holding company, if any) with any request,
guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

         "Chase" means The Chase Manhattan Bank.

         "Class" means, when used in reference to any Loan or Borrowing, to
whether such Loan, or the Loans comprising such Borrowing, are Revolving Loans,
Term Loans, Swingline Loans, Incremental Term Loans or Additional Incremental
Loans and, when used in reference to any Commitment or Facility, refers to
whether such Commitment or Facility is a Revolving Commitment or Facility, a
Term Commitment or Facility, an Incremental Commitment or Facility or an
Additional Incremental Commitment or Facility. The Additional Incremental Loans,
Borrowings thereof and Additional Incremental Commitments under each Additional
Incremental Facility shall constitute a separate Class from the Additional
Incremental Loans, Borrowings thereof and Additional Incremental Commitments
under each other Additional Incremental Facility, and if an Additional
Incremental Facility includes Additional Incremental Revolving Commitments and
Additional Incremental Term Commitments, such Additional Incremental Revolving
Commitments and Additional Incremental Term Commitments and the Additional
Incremental Revolving Loans and Borrowings thereof and the Additional
Incremental Term Loans and Borrowings thereof, respectively, thereunder shall
constitute separate Classes.



                                       7
<PAGE>

         "CNG" means CNG Computer Networking Group, Inc., a Delaware
corporation, and its successors and assigns.

         "Co-Documentation Agent" means each of Salomon Smith Barney Inc.,
Lehman Brothers, Inc. and Merrill Lynch & Co., Inc., in each case in its
capacity as a co-documentation agent hereunder.

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time.

         "Collateral" means any and all "Collateral", as defined in any
applicable Collateral Document.

         "Collateral Documents" means the Security Agreement and all security
agreements, pledge agreements, mortgages and other security agreements or
instruments or documents executed and delivered pursuant to Section 5.11B, 5.13
or 5.14.

         "Collateral Establishment Date" has the meaning assigned to such term
in Section 5.11B.

         "Collateral Event" means the failure of the Facilities to be rated at
least (i) BB- by S&P and (ii) Ba3 by Moody's.

         "Collateral Notice has the meaning assigned to such term in Section
5.11B.

         "Collateral Release Event" means the occurrence, after the occurrence
of a Collateral Event, of the earlier to occur of (i) the termination of the
Commitments, the payment in full of all obligations under the Loan Documents and
the expiration or termination of all Letters of Credit and (ii) the rating of
the Facilities by S&P of BB+ or greater and by Moody's of Ba1 or greater, in
each case after giving effect to the release of all Collateral.

         "Commission" means the United States Securities and Exchange
Commission.

         "Commitment" means a Revolving Commitment, a Term Commitment, an
Incremental Commitment, an Additional Incremental Commitment or any combination
thereof (as the context requires).

         "Commitment Fee Rate" means, (a) with respect to the Revolving
Commitments and the Term Commitments, a rate per annum equal to (x) 1.00% for
each day on which Usage is less than 33.3%, (y) 0.75% for each day on which
Usage is equal to or greater than 33.3% but less than 66.6% and (z) 0.50% for
each day on which Usage is equal to or greater than 66.6% and (b) with respect
to the Incremental Tranche A Commitments, 0.75% for each day. For purposes of
the foregoing, "Usage" means, on any date, the percentage obtained by dividing
(i) in the case of Revolving Commitments, (a) the aggregate Revolving Exposure
on such date less the aggregate principal amount of all Swingline Loans
outstanding on such date by (b) the aggregate outstanding Revolving Commitments
on such date and (ii) in the case of Term Commitments, (a) the aggregate
principal amount of all Term Loans outstanding on such date by (b) the sum of
the aggregate principal amount of all Term Loans outstanding on such date and
the aggregate unused Term Commitments on such date.

         "Commitment Fees" has the meaning assigned to such term in Section
2.12.

         "Consolidated Net Income" means, for any period, the net income or loss
of Holdings and the Restricted Subsidiaries (exclusive of the portion of net
income allocable to Persons that are not Restricted Subsidiaries, except to the
extent such amounts are received in cash by the Borrower or a Restricted
Subsidiary) for such period.

         "Consolidated Assets" means, at any date, the consolidated assets of
Holdings and the Restricted Subsidiaries.



                                       8
<PAGE>

         "Contributed Capital" means, at any date, (i) Total Net Debt at such
date plus (ii) without duplication, all cash proceeds received by Holdings on or
prior to such date from contributions to the capital, or purchases of common
equity securities, of Holdings, including, without limitation, the proceeds of
the Equity Issuance, and all other capital contributions made by the Parent and
its subsidiaries (other than Holdings and its Subsidiaries) to Holdings, but
only to the extent that proceeds of any of the foregoing are contributed by
Holdings to the Borrower.

         "Control" means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether
through the ability to exercise voting power, by contract or otherwise.
"Controlling" and "Controlled" have correlative meanings.

         "Dark Fiber and Capacity Proceeds" means, for any period, cash proceeds
received by Holdings and the Restricted Subsidiaries in respect of Dark Fiber
and Capacity Dispositions during such period.

         "Dark Fiber and Capacity Disposition" means a lease, sale, conveyance
or other disposition of fiber optic cable or capacity for a period constituting
all or substantially all of the expected useful life of either the fiber optic
cable (in the case of Dark Fiber Disposition) or optronic equipment generating
the capacity (in the case of Capacity Disposition) thereof.

         "Deemed Subsidiary Investment" has the meaning assigned to such term in
Section 6.14.

         "Default" means any event or condition which constitutes an Event of
Default or which upon notice, lapse of time or both would, unless cured or
waived, become an Event of Default.

         "Disclosed Matters" means the actions, suits and proceedings and the
environmental matters disclosed in Schedule 3.06.

         "Disqualified Stock" of any Person means any Equity Interest of such
Person which, by its terms, or by the terms of any security into which it is
convertible or for which it is exchangeable, or upon the happening of any event,
matures or is mandatorily redeemable, pursuant to a sinking fund obligation or
otherwise, or is redeemable at the option of the holder thereof, in whole or in
part, on or prior to the first anniversary of the Term Maturity Date.

         "dollars" or "$" refers to lawful money of the United States of
America.

         "EBITDA" means, for any period,

                  (i Consolidated Net Income for such period,

         plus,

                  (ii to the extent deducted in determining Consolidated Net
         Income, the sum, without duplication, of (w) interest expense, (x)
         income tax expense, (y) depreciation and amortization expense and (z)
         non-cash extraordinary or non-recurring charges (if any), in each case
         recognized in such period;

         minus,

                  (iii to the extent included in Consolidated Net Income for
         such period, extraordinary or non-recurring gains (if any), in each
         case recognized in such period.

         "Effective Date" means September 8, 1999.



                                       9
<PAGE>

         "Environmental Laws" means all laws, rules, regulations, codes,
ordinances, orders, decrees, judgments, injunctions, notices or binding
agreements issued, promulgated or entered into by any Governmental Authority,
relating in any way to the environment, preservation or reclamation of natural
resources, the management, release or threatened release of any Hazardous
Material, the health effects of Hazardous Materials or safety matters.

         "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of Holdings or any Restricted Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law,
(b) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials,
(d) the release or threatened release of any Hazardous Materials into the
environment or (e) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

         "Equity Interests" means shares of capital stock, partnership
interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person.

         "Equity Issuance" means the issuance and sale by Holdings of its common
stock (x) in an initial public offering or (y) to certain strategic investors
other than the Parent or any of its subsidiaries or Affiliates.

         "Equity Issuance Registration Statement" means Amendment No. 7 to the
Registration Statement on Form S-1 with respect to the Equity Issuance filed by
Holdings with the Commission on September 2, 1999.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

         "ERISA Affiliate" means any trade or business (whether or not
incorporated) that, together with the Borrower, is treated as a single employer
under Section 414(b) or (c) of the Code or, solely for purposes of Section 302
of ERISA and Section 412 of the Code, is treated as a single employer under
Section 414 of the Code.

         "ERISA Event" means (a) any "reportable event", as defined in Section
4043 of ERISA or the regulations issued thereunder with respect to a Plan (other
than an event for which the 30-day notice period is waived); (b) the existence
with respect to any Plan of an "accumulated funding deficiency" (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an
application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(e) the receipt by the Borrower or any ERISA Affiliate from the PBGC or a plan
administrator of any notice relating to an intention to terminate any Plan or
Plans or to appoint a trustee to administer any Plan; (f) the incurrence by the
Borrower or any of its ERISA Affiliates of any liability with respect to the
withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g) the
receipt by the Borrower or any ERISA Affiliate of any notice, or the receipt by
any Multiemployer Plan from the Borrower or any ERISA Affiliate of any notice,
concerning the imposition of Withdrawal Liability or a determination that a
Multiemployer Plan is, or is expected to be, insolvent or in reorganization,
within the meaning of Title IV of ERISA.

         "Eurodollar", when used in reference to any Loan or Borrowing, refers
to whether such Loan, or the Loans comprising such Borrowing, are bearing
interest at a rate determined by reference to the Adjusted LIBO Rate.

         "Event of Default" has the meaning assigned to such term in Article 7.

         "Excess Cash Flow" means, for any fiscal period, the sum (without
duplication) of:



                                       10
<PAGE>

                  (a) the Consolidated Net Income (or loss) of Holdings and the
         Restricted Subsidiaries for such period, adjusted to exclude any gains
         or losses attributable to Prepayment Events; plus

                  (b) depreciation, amortization, non-cash interest expense and
         other non-cash charges or losses deducted in determining Consolidated
         Net Income (or loss) for such period; plus

                  (c) the sum of (i) the amount, if any, by which Net Working
         Capital decreased during such period plus (ii) the amount, if any, by
         which the consolidated deferred revenues of Holdings and the Restricted
         Subsidiaries increased during such period plus (iii) the aggregate
         principal amount of Capital Lease Obligations and other Indebtedness
         incurred during such period to finance Capital Expenditures, to the
         extent that mandatory principal payments in respect of such
         Indebtedness would not be excluded from clause (f) below when made;
         minus

                  (d) the sum of (i) any non-cash gains included in determining
         Consolidated Net Income (or loss) for such period plus (ii) the amount,
         if any, by which Net Working Capital increased during such period plus
         (iii) the amount, if any, by which the consolidated deferred revenues
         of Holdings and the Restricted Subsidiaries decreased during such
         period; minus

                  (e) Capital Expenditures for such period; minus

                  (f) the aggregate principal amount of long-term Indebtedness
         (including pursuant to Capital Lease Obligations) repaid or prepaid by
         Holdings and the Restricted Subsidiaries during such period, excluding
         (i) Indebtedness in respect of Revolving Loans, Incremental Revolving
         Loans, Additional Incremental Revolving Loans and Letters of Credit,
         (ii) Term Loans, Incremental Term Loans and Additional Incremental Term
         Loans prepaid pursuant to Section 2.11(b) or (c), (iii) repayments or
         prepayments of Indebtedness financed by incurring other Indebtedness,
         to the extent that mandatory principal payments in respect of such
         other Indebtedness would not be excluded from this clause (f) when made
         and (iv) Indebtedness referred to in Sections 6.01(d), 6.01(f),
         6.01(g), 6.01(i), 6.01(j), 6.01(k) and 6.01(o).

         "Exchange Act" means the Securities Exchange Act of 1934, as amended.

         "Excluded Taxes" means, with respect to the Administrative Agent, any
Lender, the Issuing Bank or any other recipient of any payment to be made by or
on account of any obligation of the Borrower hereunder, (a) income or franchise
taxes imposed on (or measured by) its net income by the United States of
America, or by the jurisdiction under the laws of which such recipient is a
resident or is organized or in which its principal office is located or, in the
case of any Lender, in which its applicable lending office is located, (b) any
branch profits taxes imposed by the United States of America or any similar tax
imposed by any other jurisdiction described in clause (a) above and (c) in the
case of a Foreign Lender (other than an assignee pursuant to a request by the
Borrower under Section 2.19(b)) or any Participant that would be a Foreign
Lender if it were a Lender, any withholding tax that (i) is imposed on or with
respect to amounts



                                       11
<PAGE>

payable to such Foreign Lender or Participant at the time such Foreign Lender
becomes a party to this Agreement (or designates a new lending office) or such
Participant become a Participant, except to the extent that such Foreign Lender
(or its assignor, if any) or Participant was entitled, at the time of
designation of a new lending office (or assignment), to receive additional
amounts from the Borrower with respect to such withholding tax pursuant to
Section 2.17(a) or (ii) is attributable to such Foreign Lender or Participant's
failure to comply with Section 2.17(e).

         "Existing International Joint Ventures" means ATL, PowerTel Limited and
Telefonica Manquehue, S.A.

         "Facilities" means the Term Facility, the Revolving Facility, the
Incremental Facility and each Additional Incremental Facility.

         "Federal Funds Effective Rate" means, for any day, the weighted average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published on the next succeeding Business
Day by the Federal Reserve Bank of New York, or, if such rate is not so
published for any day that is a Business Day, the average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds
brokers of recognized standing selected by it.

         "Financial Officer" means the chief financial officer, principal
accounting officer, treasurer or controller of Holdings or the Borrower, as the
case may be.

         "First Incremental Borrowing Date" means the date on which the first
Borrowing under the Incremental Facility is made in accordance with Section
4.03.

         "Foreign Lender" means any Lender that is organized under the laws of a
jurisdiction other than that in which the Borrower is located. For purposes of
this definition, the United States of America, each State thereof and the
District of Columbia shall be deemed to constitute a single jurisdiction.

         "Foreign Subsidiary" means any Subsidiary that is organized under the
laws of a jurisdiction other than the United States of America or any State
thereof or the District of Columbia, other than a Subsidiary that is (whether as
a matter of law, pursuant to an election by such Subsidiary or otherwise)
treated as a partnership in which any Subsidiary that is not a Foreign
Subsidiary is a partner or as a branch of any Subsidiary that is not a Foreign
Subsidiary for United States income tax purposes.

         "GAAP" means generally accepted accounting principles in the United
States of America.

         "Governmental Authority" means the government of the United States of
America, any other nation or any political subdivision thereof, whether state or
local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

         "Government Securities" means direct obligations of, or obligations
fully and unconditionally guaranteed or insured by, the United States of America
or any agency or instrumentality thereof for the payment of which obligations or
guarantee the full faith and credit of the United States is pledged and which
are not callable or redeemable at the issuer's option; provided that, for
purposes of the definition of "Cash Equivalents Investments" only, such
obligations shall not constitute Government Securities if they are redeemable or
callable at a price less than the purchase price paid by the Borrower or the
applicable other Restricted Subsidiary, together with all accrued and unpaid
interest, if any, on such Government Securities.

         "Granting Lender" has the meaning set forth in Section 10.04(b)(2).



                                       12
<PAGE>

         "Guarantee" of or by any Person (the "guarantor") means any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the "primary obligor") in any manner, whether directly or indirectly, and
including any obligation of the guarantor, direct or indirect, (a) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (b) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (c) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (d) as an account party in respect of any
letter of credit or letter of guaranty issued to support such Indebtedness or
obligation; provided, that the term Guarantee shall not include endorsements for
collection or deposit in the ordinary course of business.

         "Hazardous Materials" means all explosive or radioactive substances or
wastes and all hazardous or toxic substances, wastes or other pollutants,
including petroleum or petroleum distillates, asbestos or asbestos containing
materials, polychlorinated biphenyls, radon gas, infectious or medical wastes
and all other substances or wastes of any nature regulated pursuant to any
Environmental Law as hazardous, toxic, a pollutant or a contaminant.

         "Hedge Counterparty" means each Lender that is, and each affiliate of
any Lender that is, a counterparty under a Hedging Agreement entered into with
the Borrower or any other Restricted Subsidiary.

         "Hedging Agreement" means any interest rate protection agreement,
commodity price protection agreement or other interest or currency exchange rate
or commodity price hedging arrangement.

         "High Yield Notes" means the notes issued by Holdings (i) the terms of
which either (A) are substantially similar to the terms set forth in the Notes
Offering Registration Statement or (B) are otherwise approved by the
Administrative Agent and the Syndication Agent after consultation with the
Required Banks and (ii) no part of the principal of which is required to be paid
(upon maturity or by mandatory sinking fund, mandatory redemption, mandatory
prepayment or otherwise) prior to the date that is one year after the Term
Maturity Date.

         "Holdings" means Williams Communications Group, Inc., a Delaware
corporation.

         "Incremental Commitments" means the Incremental Tranche A Commitments.

         "Incremental Facility" means the Incremental Tranche A Facility.

         "Incremental Facility Arrangers" means Salomon Smith Barney Inc. and
Lehman Brothers, Inc., in their respective capacities as joint lead arrangers of
the Incremental Facility.

         "Incremental Lenders" means the Incremental Tranche A Lenders.

         "Incremental Term Loans" means the Incremental Tranche A Term Loans.

         "Incremental Tranche A Amortization Date" means December 31, 2002.

         "Incremental Tranche A Commitments" means with respect to each
Incremental Tranche A Lender, the commitment, if any, of such Lender to make
Incremental Tranche A Term Loans hereunder during the Incremental Tranche A Term
Loan Availability Period, expressed as an amount representing the maximum
principal amount of the Incremental Tranche A Term Loans to be made by such
Lender hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The initial
amount of each Lender's Incremental Tranche A Term Commitment is set forth on



                                       13
<PAGE>

Schedule 2.01(b), or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Incremental Tranche A Term Commitment, as
applicable. The initial aggregate amount of the Incremental Tranche A Lenders'
Incremental Tranche A Term Commitments is $450,000,000.

         "Incremental Tranche A Commitment Termination Date" means the date that
is the earlier of (i) 180 days after the Amendment No. 5 Effective Date and (ii)
the date of termination of the Incremental Tranche A Commitments.

         "Incremental Tranche A Facility" means the Incremental Tranche A
Commitments and the Incremental Tranche A Term Loans hereunder.

         "Incremental Tranche A Lenders" means a Lender with an Incremental
Tranche A Commitment or an outstanding Incremental Tranche A Term Loan.

         "Incremental Tranche A Maturity Date" means September 8, 2006.

         "Incremental Tranche A Term Loan" means a Loan made pursuant to Section
2.01(b)(i).

         "Incremental Tranche A Term Loan Availability Period" means the period
from and including the First Incremental Borrowing Date to but excluding the
earlier of (i) the Incremental Tranche A Commitment Termination Date and (ii)
the date of termination of the Incremental Tranche A Commitments.

         "Indebtedness" of any Person means, without duplication, (a) all
obligations of such Person for borrowed money or with respect to deposits or
advances of any kind, (b) all obligations of such Person evidenced by bonds,
debentures, notes or similar instruments, (c) all obligations of such Person
under conditional sale or other title retention agreements relating to property
acquired by such Person, (d) all obligations of such Person in respect of the
deferred purchase price of property or services (excluding (i) current accounts
payable incurred in the ordinary course of business and (ii) payment obligations
of such Person to the owner of assets used in a Telecommunications Business for
the use thereof pursuant to a lease or other similar arrangement with respect to
such assets or a portion thereof entered into in the ordinary course of
business), (e) all Indebtedness of others secured by (or for which the holder of
such Indebtedness has an existing right, contingent or otherwise, to be secured
by) any Lien on property owned or acquired by such Person, whether or not the
Indebtedness secured thereby has been assumed, (f) all Guarantees by such Person
of Indebtedness of others, (g) all (x) Capital Lease Obligations of such Person
(provided that Capital Lease Obligations in respect of fiber optic cable
capacity arising in connection with exchanges of such capacity shall constitute
Indebtedness only to the extent of the amount of such Person's liability in
respect thereof net (but not less than zero) of such Person's right to receive
payments obtained in exchange therefor) and (y) ADP Outstandings, if any, of
such Person, (h) all obligations, contingent or otherwise, of such Person as an
account party in respect of letters of credit and letters of guaranty, (i) all
obligations, contingent or otherwise, of such Person in respect of bankers'
acceptances, (j) any Disqualified Stock and (k) all obligations under any
Hedging Agreements or Permitted Specified Security Hedging Transactions. The
Indebtedness of any Person shall include the Indebtedness of any other entity
(including any partnership in which such Person is a general partner) to the
extent such Person is liable therefor as a result of such Person's ownership
interest in or other relationship with such entity, except to the extent the
terms of such Indebtedness provide that such Person is not liable therefor.
Indebtedness of the Borrower and the other Subsidiaries shall exclude any
Indebtedness of Holdings that would otherwise constitute Indebtedness of the
Borrower or any such Subsidiary only under clause (e) above and solely by virtue
of a Lien created under the Loan Documents in accordance with Section 5.11B(d),
and Indebtedness of Holdings and the Subsidiaries shall exclude any Indebtedness
of the Parent that would otherwise constitute Indebtedness of Holdings or any
Subsidiary only under clause (e) above and solely by virtue of a Lien created
under the Loan Documents in accordance with Section 5.11B(d).

         "Indemnified Taxes" means Taxes other than Excluded Taxes.



                                       14
<PAGE>

         "Information Memorandum" means the Confidential Information Memorandum
dated August 1999 relating to the Parent, Holdings, the Borrower and the
Transactions.

         "Initial Collateral Date" means the first date on which the Parent
ceases to own at least a majority of the outstanding securities having ordinary
voting power of Holdings, whether as a result of the consummation of the
Spin-Off or otherwise.

         "Intercreditor Agreement" means the Intercreditor Agreement,
substantially in the form of Exhibit H hereto, among the Lenders, the Parent,
Holdings and the Borrower.

         "Interest Coverage Ratio" means, at any date, the ratio of (i) the
amount equal to (A) EBITDA plus (B) ADP Interest Expense minus (C) gains
attributable to Dark Fiber and Capacity Dispositions plus (D) Dark Fiber and
Capacity Proceeds to (ii) Interest Expense, in each case for the period of four
consecutive fiscal quarters most recently ended on or prior to such date.

         "Interest Election Request" means a request by the Borrower to convert
or continue a Revolving Borrowing or Term Borrowing in accordance with Section
2.07.

         "Interest Expense" means, for any period, the cash interest expense of
Holdings and the Restricted Subsidiaries for such period determined on a
consolidated basis in accordance with GAAP plus ADP Interest Expense for such
period, net of interest income for such period.

         "Interest Payment Date" means (a) with respect to any ABR Loan (other
than a Swingline Loan), the last day of each March, June, September and
December, (b) with respect to any Eurodollar Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case
of a Eurodollar Borrowing with an Interest Period of more than three months'
duration, each day prior to the last day of such Interest Period that occurs at
intervals of three months' duration after the first day of such Interest Period,
and (c) with respect to any Swingline Loan, the day that such Loan is required
to be repaid.

         "Interest Period" means with respect to any Eurodollar Borrowing, the
period commencing on the date of such Borrowing and ending on the numerically
corresponding day in the calendar month that is one, two, three, or six months
(or if corresponding funding is available to each Lender of the applicable
Class, twelve months) thereafter, as the Borrower may elect; provided, that (i)
if any Interest Period would end on a day other than a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless
such next succeeding Business Day would fall in the next calendar month, in
which case such Interest Period shall end on the next preceding Business Day and
(ii) any Interest Period that commences on the last Business Day of a calendar
month (or on a day for which there is no numerically corresponding day in the
last calendar month of such Interest Period) shall end on the last Business Day
of the last calendar month of such Interest Period. For purposes hereof, the
date of a Borrowing initially shall be the date on which such Borrowing is made
and thereafter shall be the effective date of the most recent conversion or
continuation of such Borrowing.

         "Issuing Bank" means each of Bank of America and Chase, each in its
capacity as an issuer of Letters of Credit hereunder, and its successors in such
capacity as provided in Section 2.05(i). Each Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by affiliates
of the Issuing Bank, in which case the term "Issuing Bank" shall include any
such affiliate with respect to Letters of Credit issued by such affiliate.

         "Investment" has the meaning assigned to such term in Section 6.04.

         "LC Disbursement" means a payment made by an Issuing Bank pursuant to a
Letter of Credit.

         "LC Exposure" means, at any time, the sum of (a) the aggregate undrawn
amount of all outstanding Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have



                                       15
<PAGE>

not yet been reimbursed by or on behalf of the Borrower at such time. The LC
Exposure of any Revolving Lender at any time shall be its Applicable Percentage
of the total LC Exposure at such time.

         "Lenders" means the Persons listed on Schedule 2.01, any Additional
Incremental Lender that shall become a Lender pursuant to Section 2.20 and any
other Person that shall have become a party hereto pursuant to an Assignment and
Acceptance, other than any such Person that ceases to be a party hereto pursuant
to an Assignment and Acceptance. Unless the context otherwise requires, the term
"Lenders" includes the Swingline Lenders and the Additional Incremental Lenders.

         "Leverage Target Date" means the first date on or after March 31, 2002
on which the Total Leverage Ratio for the fiscal quarter (or fiscal year, as the
case may be) most recently ended and with respect to which Holdings and the
Borrower shall have delivered the financial statements required to be delivered
by them with respect to such fiscal quarter (or fiscal year, as the case may be)
pursuant to Section 5.01(a) or 5.01(b) does not exceed 3.5:1.0.

         "Letter of Credit" means any letter of credit issued pursuant to this
Agreement.

         "LIBO Rate" means, with respect to any Eurodollar Borrowing for any
Interest Period, the rate appearing on Page 3750 of the Telerate Service (or on
any successor or substitute page of such Service, or any successor to or
substitute for such Service, providing rate quotations comparable to those
currently provided on such page of such Service, as determined by the
Administrative Agent from time to time for purposes of providing quotations of
interest rates applicable to dollar deposits in the London interbank market) at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Eurodollar Borrowing for such Interest Period shall be the rate (rounded
upwards, if necessary, to the next 1/16 of 1%) at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the Administrative Agent in immediately available
funds in the London interbank market at approximately 11:00 a.m., London time,
two Business Days prior to the commencement of such Interest Period.

         "Lien" means, with respect to any asset, (a) any mortgage, deed of
trust, lien, pledge, hypothecation, encumbrance, charge or security interest in,
on or of such asset, (b) the interest of a vendor or a lessor under any
conditional sale agreement, capital lease or title retention agreement (or any
financing lease having substantially the same economic effect as any of the
foregoing) relating to such asset and (c) in the case of securities, any
purchase option, call or similar right of a third party with respect to such
securities.

         "Loan Documents" means this Agreement, the Parent Guarantee, the
Subsidiary Guarantee, the Intercreditor Agreement, any Additional Incremental
Facility Agreement and the Collateral Documents (if any).

         "Loan Parties" means Holdings, the Borrower and the Subsidiary Loan
Parties.

         "Loan Party Guarantees" means the Subsidiary Guarantee.

         "Loans" means the loans made by the Lenders to the Borrower pursuant to
this Agreement.

         "Mark-to-Market Valuation" means, at any date with respect to any
Hedging Agreement or Permitted Specified Security Hedging Transaction, all net
obligations under such Hedging Agreement or Permitted Specified Security Hedging
Transaction in an amount equal to (i) if such Hedging Agreement or Permitted
Specified Security Hedging Transaction has been closed out, the termination
value thereof or (ii) if such Hedging Agreement or Permitted Specified Security
Hedging Transaction has not been closed out, the mark-to-market value thereof
determined on the basis of readily available quotations provided by any



                                       16
<PAGE>

recognized dealer in Hedging Agreements or other transactions similar to such
Hedging Agreement or Permitted Specified Security Hedging Transaction."

         "Material Adverse Change" means any event, development or circumstance
that has had or could reasonably be expected to have a Material Adverse Effect.

         "Material Adverse Effect" means a material adverse effect on (a) the
business, assets, operations, prospects or condition, financial or otherwise, of
Holdings and its Subsidiaries taken as a whole, (b) the ability of any Loan
Party to perform any of its obligations under any Loan Document or (c) the
rights of or benefits available to the Lenders under any Loan Document.

         "Material Indebtedness" means Indebtedness (other than the Loans and
Letters of Credit) of any one or more of Holdings and the Restricted
Subsidiaries in an aggregate principal amount exceeding $25,000,000. For
purposes of determining Material Indebtedness, the "principal amount" of the
obligations of Holdings or any Restricted Subsidiary in respect of any Hedging
Agreement or Permitted Specified Security Hedging Transaction at any time shall
be the maximum aggregate amount (giving effect to any netting agreements) that
Holdings or such Restricted Subsidiary would be required to pay if such Hedging
Agreement or Permitted Specified Security Hedging Transaction were terminated at
such time.

         "Moody's" means Moody's Investors Service, Inc.

         "Mortgage" means a mortgage, deed of trust, assignment of leases and
rents, leasehold mortgage or other security document granting a Lien on any
Mortgaged Property to secure the Obligations.

         "Mortgage Establishment Date" has the meaning assigned to such term in
Section 5.11B(b).

         "Mortgaged Property" means each parcel of real property and the
improvements thereto owned by a Loan Party with respect to which a Mortgage is
granted pursuant to Section 5.11B(b).

         "Multiemployer Plan" means a multiemployer plan as defined in Section
4001(a)(3) of ERISA.

         "Net Proceeds" means, with respect to any event (a) the cash proceeds
received in respect of such event including (i) any cash received in respect of
any non-cash proceeds, but only as and when received, (ii) in the case of a
casualty, insurance proceeds, and (iii) in the case of a condemnation or similar
event, condemnation awards and similar payments, net of (b) the sum of (i) all
reasonable fees and out-of-pocket expenses paid by Holdings and the Restricted
Subsidiaries to third parties (other than Affiliates) in connection with such
event, (ii) in the case of a sale or other disposition of an asset (including
pursuant to a casualty or condemnation), the amount of all payments required to
be made by Holdings and the Restricted Subsidiaries as a result of such event to
repay Indebtedness (other than Loans) secured by such asset or otherwise subject
to mandatory prepayment as a result of such event, and (iii) the amount of all
taxes paid (or reasonably estimated to be payable) by Holdings and the
Restricted Subsidiaries, and the amount of any reserves established by Holdings
and the Restricted Subsidiaries to fund contingent liabilities reasonably
estimated to be payable, in each case during the year that such event occurred
or the next succeeding year and that are directly attributable to such event (as
determined reasonably and in good faith by the chief financial officer of
Holdings).

         "Net Working Capital" means, at any date, (a) the consolidated current
assets of Holdings and the Restricted Subsidiaries as of such date (excluding
cash and Cash Equivalent Investments) minus (b) the consolidated current
liabilities of Holdings and the Restricted Subsidiaries as of such date
(excluding current liabilities in respect of Indebtedness). Net Working Capital
at any date may be a positive or negative number. Net Working Capital increases
when it becomes more positive or less negative and decreases when it becomes
less positive or more negative.

         "Notes Offering" means the public offering and sale of the High Yield
Notes.



                                       17
<PAGE>

         "Notes Offering Registration Statement" means Amendment No. 6 to the
Registration Statement on Form S-1 with respect to the Notes Offering filed by
Holdings with the Commission on September 2, 1999.

         "Obligations" means (i) obligations under the Loan Documents, including
(x) all principal of and interest (including, without limitation, Post-Petition
Interest) on any Loan under, or any Note issued pursuant to, or any
reimbursement obligation under any Letter of Credit under, the Credit Agreement
and (y) all other amounts payable under the Loan Documents and (ii) obligations
of any Loan Party under any Hedging Agreement with any Lender or any affiliate
of any Lender, including, without limitation, a conditional obligation to make a
future payment under an outstanding Hedging Agreement.

         "Operative Documents" has the meaning set forth in the Participation
Agreement.

         "Other Financing Documents" means all agreements, instruments and other
documents entered into or related to the Equity Issuance and the Notes Offering.

         "Other Taxes" means any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made under any Loan Document or from the execution, delivery or
enforcement of, or otherwise with respect to, any Loan Document.

         "Parent" means The Williams Companies, Inc., a Delaware corporation.

         "Parent Indemnity" means the Indemnification Agreement dated as of
September 1, 1999 between the Parent and Holdings.

         "Participation Agreement" means the Amended and Restated Participation
Agreement dated as of September 2, 1998, as amended from time to time, among the
Borrower, State Street Bank and Trust Company of Connecticut, National
Association, as trustee, the Noteholders and Certificate Holders named therein,
State Street Bank and Trust Company, as collateral agent, and Citibank, N.A., as
agent, and the other agents, arrangers and managing agents party thereto.

         "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA and any successor entity performing similar functions.

         "Permitted Encumbrances" means:

         (a)      Liens imposed by law for taxes that are not yet due or are
                  being contested in compliance with Section 5.04;

         (b)      carriers', warehousemen's, mechanics', materialmen's,
                  repairmen's and other like Liens imposed by law, arising in
                  the ordinary course of business and securing obligations that
                  are not overdue by more than 45 days or are being contested in
                  compliance with Section 5.04;

         (c)      pledges and deposits made in the ordinary course of business
                  in compliance with workers' compensation, unemployment
                  insurance and other social security laws or regulations;

         (d)      deposits to secure the performance of bids, trade contracts,
                  leases, statutory obligations, surety and appeal bonds,
                  performance bonds and other obligations of a like nature, in
                  each case in the ordinary course of business;



                                       18
<PAGE>

         (e)      judgment liens in respect of judgments that do not constitute
                  an Event of Default under clause (k) of Section 7.01; and

         (f)      easements, zoning restrictions, rights-of-way and similar
                  encumbrances on real property imposed by law or arising in the
                  ordinary course of business that do not secure any monetary
                  obligations and do not materially detract from the value of
                  the affected property or interfere with the ordinary conduct
                  of business of Holdings or any Restricted Subsidiary;

provided that the term "Permitted Encumbrances" shall not include any Lien
securing Indebtedness.

         "Permitted Receivables Disposition" means any transfer (by way of sale,
pledge or otherwise) by the Borrower or any Restricted Subsidiary to any other
Person (including a Receivables Subsidiary) of accounts receivable and other
rights to payment (whether constituting accounts, chattel paper, instruments,
general intangibles or otherwise and including the right to payment of interest
or finance charges) and related contract and other rights and property
(including all general intangibles, collections and other proceeds relating
thereto, all security therefor (and the property subject thereto), all
guarantees and other agreements or arrangements of whatsoever character from
time to time supporting such right to payment, and all other rights, title and
interest in goods relating to a sale which gave rise to such right of payment)
in connection with a Permitted Receivables Financing.

         "Permitted Receivables Financing" means any receivables securitization
program or other type of accounts receivable financing transaction by the
Borrower or any of its Restricted Subsidiaries in an aggregate amount not to
exceed $250,000,000 on terms reasonably satisfactory to all the Incremental
Facility Arrangers (if any) and the Administrative Agent.

         "Permitted Specified Security Hedging Transactions" means options,
collars, forwards and other similar transactions (including, without limitation,
prepaid forward transactions, collar/loan transactions and other similar
transactions) with respect to any Specified Security entered into by the
Borrower or any of its Subsidiaries to monetize the value of and/or hedge
against changes in the market price of such Specified Security."

         "Permitted Telecommunications Asset Disposition"means the transfer,
conveyance, sale, lease or other disposition of an interest in or capacity on
(1) optical fiber and/or conduit and any related equipment, technology or
software used in a Segment of the Borrower's and the Restricted Subsidiaries'
communications network, other than in the ordinary course of business; provided
that after giving effect to such disposition, the Borrower and the Restricted
Subsidiaries would retain the right to use at least the minimum retained
capacity set forth below:

         (i)      with respect to any Segment constructed by, for or on behalf
                  of the Borrower or any Subsidiary or Affiliate, (x) 24 optical
                  fibers per route mile on such Segment as deployed at the time
                  of such Permitted Telecommunications Asset Disposition or (y)
                  12 optical fibers and one empty conduit per route mile on such
                  Segment as deployed at the time of such Permitted
                  Telecommunications Asset Disposition; and

         (ii)     with respect to any Segment purchased or leased from third
                  parties, the lesser of (x) 50% of the optical fibers per route
                  mile originally purchased or leased on such Segment, (y) 24
                  optical fibers per route mile on such Segment as deployed at
                  the time of such Permitted Telecommunications Asset
                  Disposition or (z) 12 optical fibers and one empty conduit per
                  route mile on such Segment as deployed at the time of such
                  Permitted Telecommunications Asset Disposition; or



                                       19
<PAGE>

(2) single strand fiber used in a Segment of the Borrower's and the Restricted
Subsidiaries' communications network, other than in the ordinary course of
business; provided that after giving effect to such disposition, the Borrower
and the Restricted Subsidiaries would not eliminate all capacity between the
endpoint cities connected by any fiber of the Borrower or its Restricted
Subsidiaries.

         "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

         "Plan" means any employee pension benefit plan (other than a
Multiemployer Plan) subject to the provisions of Title IV of ERISA or Section
412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or
any ERISA Affiliate is (or, if such plan were terminated, would under Section
4069 of ERISA be deemed to be) an "employer" as defined in Section 3(5) of
ERISA.

         "Post-Petition Interest" means any interest that accrues after the
commencement of any case, proceeding or action relating to the bankruptcy,
reorganization or insolvency of the Borrower (or would accrue but for the
operation of applicable bankruptcy, reorganization or insolvency laws), whether
or not such interest is allowed or allowable as a claim in any such case,
proceeding or other action.

         "Prepayment Event" means:

         (a)      any sale, transfer or other disposition (including pursuant to
                  a Sale and Leaseback Transaction) of any property or asset of
                  Holdings or any Restricted Subsidiary, other than Dark Fiber
                  and Capacity Dispositions and dispositions permitted under
                  clauses (a) through (d) and (f) through (i) of Section 6.05
                  and except as contemplated by Sections 5.17 and 5.18; or

         (b)      any casualty or other insured damage to, or any taking under
                  power of eminent domain or by condemnation or similar
                  proceeding of, any property or asset of Holdings or any
                  Subsidiary, but only to the extent that the Net Proceeds
                  therefrom have not been applied to repair, restore or replace
                  such property or asset or purchase similar property or assets
                  within 360 days after such event; or

         (c)      the incurrence by Holdings, the Borrower or any Subsidiary of
                  any Indebtedness, other than Indebtedness permitted under
                  Section 6.01.

         "Prepayment Portion" means in respect of any prepayment to be made
pursuant to Section 2.11(b) or 2.11(c), a fraction, the numerator of which is
the aggregate principal amount of Term Loans, Additional Incremental Term Loans
and Incremental Term Loans of any Class subject to prepayment under such Section
on account of Excess Cash Flow or the applicable type of Prepayment Event, as
the case may be (whether or not such Loans are actually to be prepaid on account
of such Prepayment Event or Excess Cash Flow), and the denominator of which is
the sum of such aggregate principal amount and the aggregate Revolving
Commitments and Additional Incremental Revolving Commitments of any Class
subject to reduction pursuant to Section 2.08(f) or (g) on account of Excess
Cash Flow or the applicable type of Prepayment Event, as the case may be
(whether or not such Commitments are actually to be reduced on account of such
Prepayment Event or Excess Cash Flow).

         "Prime Rate" means the rate of interest per annum publicly announced
from time to time by the Administrative Agent as its prime rate in effect at its
principal office in Dallas, Texas; each change in the Prime Rate shall be
effective from and including the date such change is publicly announced as being
effective.



                                       20
<PAGE>

         "Projections" has the meaning set forth in Section 3.04(d).

         "Qualifying Borrower Indebtedness" means, unsecured Indebtedness of the
Borrower to Holdings that (i) does not require the payment of any principal or
cash interest prior to the first anniversary of the Term Maturity Date, (ii) is
not redeemable by, or convertible or exchangeable for securities of the Borrower
or any of its Subsidiaries that are redeemable by, the holder thereof, and not
subject to any required sinking fund or other similar payment, prior to the
first anniversary of the Term Maturity Date, (iii) is subordinated to the
Obligations pursuant to subordination provisions at least as favorable to the
holders of the Obligations as the provisions set forth in Exhibit J hereto and
(iv) includes no covenants, events of default or acceleration provisions other
than a customary bankruptcy default and acceleration provision.

         "Qualifying Equity Interest" means, with respect to Holdings or the
Borrower, Equity Interests of Holdings or the Borrower, as the case may be, that
(i) are not mandatorily redeemable or redeemable at the option of the holder
thereof, (ii) are not convertible into or exchangeable for debt securities of
Holdings or any Restricted Subsidiary, Equity Interests in any Restricted
Subsidiary or Equity Interests that are not Qualifying Equity Interests of
Holdings, (iii) are not required to be repurchased or redeemed by Holdings or
any Restricted Subsidiary and (iv) do not require the payment of cash dividends,
in each of the foregoing cases, prior to the date that is one year after the
Term Maturity Date.

         "Qualifying Holdings Debt" means unsecured debt of Holdings (other than
the High Yield Notes) (i) no part of the principal of which is required to be
paid (upon maturity or by mandatory sinking fund, mandatory redemption,
mandatory prepayment or otherwise) prior to the date that is one year after the
Term Maturity Date, (ii) the payment of the principal of and interest on which
and other payment obligations of Holdings in respect of which are subordinated
to the prior payment in full in cash of the principal of and interest (including
Post-Petition Interest) on the Loans and all other obligations under the Loan
Documents and (iii) the terms and conditions of which are reasonably
satisfactory to the Required Lenders.

         "Qualifying Issuances" means (i) any issuance of Qualifying Equity
Interests of Holdings, (ii) any issuance of unsecured Indebtedness described in
clauses (a) or (b) of the definition thereof of Holdings or the Borrower, and
(iii) any Sale and Leaseback Transaction by the Borrower or a Restricted
Subsidiary the subject property of which is the building under construction as
of the Amendment No. 4 Effective Date and adjacent to One Williams Center,
together with the parking garage adjacent thereto, or any one or more of three
corporate jets identified by the Borrower to the Lenders prior to the Amendment
No. 4 Effective Date, so long as the terms and conditions of any such
Indebtedness or Sale and Leaseback Transaction shall have been approved by all
the Incremental Facility Arrangers (if any) and the Administrative Agent prior
to the issuance thereof.

         "Receivables Subsidiary" means any wholly-owned Unrestricted Subsidiary
(regardless of the form thereof) of the Borrower formed solely for the purpose
of, and which engages in no other activities except those necessary for,
effecting Permitted Receivables Financings.

         "Reduction Portion" means, in respect of any reduction of Revolving
Commitments or Additional Incremental Revolving Commitments to be made pursuant
to Section 2.08(f) or (g), a fraction, the numerator of which is the aggregate
Revolving Commitments and Additional Incremental Revolving Commitments of any
Class subject to reduction under such Section on account of Excess Cash Flow or
the applicable type of Prepayment Event, as the case may be (whether or not such
Commitments are actually to be reduced on account of such Prepayment Event or
Excess Cash Flow), and the denominator of which is the sum of such aggregate
Commitments and the aggregate principal amount of Term Loans, Additional
Incremental Term Loans and Incremental Term Loans of any Class subject to
prepayment under Section 2.11(b) or 2.11(c) on account of Excess Cash Flow or
the applicable type of Prepayment Event, as the case may be (whether or not such
Loans are actually to be prepaid on account of such Prepayment Event or Excess
Cash Flow).



                                       21
<PAGE>

         "Register" has the meaning set forth in Section 10.04.

         "Related Parties" means, with respect to any specified Person, such
Person's affiliates and the respective directors, officers, employees, agents
and advisors of such Person and such Person's affiliates.

         "Reorganization" means the contribution to the Borrower by the Parent
and its subsidiaries (other than Holdings and the Subsidiaries) of its material
subsidiaries that hold interests in international communications projects (other
than Algar Telecom S.A. (formerly known as Lightel S.A.) and by Holdings of all
of its material subsidiaries (other than the Borrower and its subsidiaries), in
each case not previously held, directly or indirectly, by the Borrower.

         "Required Lenders" means, at any time, Lenders having outstanding
Revolving Exposures, Additional Incremental Revolving Loans, Term Loans,
Incremental Term Loans, Additional Incremental Term Loans and unused Commitments
representing more than 50% of the sum of the total outstanding Revolving
Exposures, Additional Incremental Revolving Loans, Term Loans, Incremental Term
Loans, Additional Incremental Term Loans and unused Commitments at such time.

         "Restricted Payment" means any dividend or other distribution (whether
in cash, securities or other property) with respect to any shares of any class
of capital stock of Holdings, the Borrower or any Subsidiary, or any payment
(whether in cash, securities or other property), including any sinking fund or
similar deposit, on account of the purchase, redemption, retirement,
acquisition, cancellation or termination of any such shares of capital stock of
Holdings, the Borrower or any Subsidiary or any option, warrant or other right
to acquire any such shares of capital stock of Holdings, the Borrower or any
Subsidiary.

         "Restricted Subsidiary" means the Borrower and each other Subsidiary
(other than any Foreign Subsidiary) of Holdings that has not been designated as
an Unrestricted Subsidiary pursuant to and in compliance with Section 6.14. On
the Effective Date, all Subsidiaries (other than (i) each Structured Note Trust
and (ii) any Foreign Subsidiary) of Holdings are Restricted Subsidiaries.

         "Revolving Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Revolving Maturity Date and
the date of termination of the Revolving Commitments.

         "Revolving Commitment" means, with respect to each Lender, the
commitment, if any, of such Lender to make Revolving Loans and to acquire
participations in Letters of Credit and Swingline Loans hereunder, expressed as
an amount representing the maximum aggregate amount of such Lender's Revolving
Exposure hereunder, as such commitment may be (a) reduced from time to time
pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant
to assignments by or to such Lender pursuant to Section 10.04. The amount of
each Lender's Revolving Commitment as of the Amendment No. 5 Effective Date is
set forth on Schedule 2.01, or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Revolving Commitment, as applicable.
The initial aggregate amount of the Lenders' Revolving Commitments is
$525,000,000.

         "Revolving Commitment Reduction Date" means September 30, 2002.

         "Revolving Exposure" means, with respect to any Lender at any time, the
sum of the outstanding principal amount of such Lender's Revolving Loans and its
LC Exposure and Swingline Exposure at such time.

         "Revolving Facility" means the Revolving Commitments and the Revolving
Loans hereunder.

         "Revolving Lender" means a Lender with a Revolving Commitment or, if
the Revolving Commitments have terminated or expired, a Lender with Revolving
Exposure.

         "Revolving Loan" means a Loan made pursuant to clause (b) of Section
2.01.



                                       22
<PAGE>

         "Revolving Maturity Date" means the sixth anniversary of the Effective
Date.

         "Sale and Leaseback Transaction" has the meaning set forth in Section
6.06.

         "S&P" means Standard & Poor's Ratings Services, a division of the
McGraw Hill Companies.

         "Security Agreement" means the security agreement substantially in the
form of Exhibit K hereto among the Borrower, each Restricted Subsidiary and the
Administrative Agent entered into as of the Initial Collateral Date, as amended
from time to time.

         "Segment" means (i) with respect to the Borrower's and the other
Restricted Subsidiaries' intercity network, the through-portion of such network
between two local networks and (ii) with respect to a local network of the
Borrower and the other Restricted Subsidiaries, the entire through-portion of
such network, excluding the spurs which branch off the through-portion.

         "Senior Debt" means, at any date, without duplication, all Indebtedness
(other than Qualifying Borrower Indebtedness permitted under Section 6.01(p)) of
the Borrower and the other Restricted Subsidiaries that are subsidiaries of the
Borrower, determined on a consolidated basis at such date and the ADP
Outstandings at such date; provided that, for purposes of this definition, (i)
Indebtedness in respect of Hedging Agreements shall be equal to (A) the
aggregate net Mark-to-Market Valuation of all Hedging Agreements of the Borrower
and the Restricted Subsidiaries that are subsidiaries of the Borrower then
outstanding, to the extent that such aggregate net Mark-to-Market Valuation
constitutes a net obligation of the Borrower and such Restricted Subsidiaries
and (B) zero, if such aggregate net Mark-to-Market Valuation does not constitute
such a net obligation and (ii) Indebtedness in respect of Permitted Specified
Security Hedging Transactions shall be equal to (A) an amount equal to the
Mark-to-Market Valuation of such Permitted Specified Security Hedging
Transaction less the fair market value of the Specified Securities and related
contract rights securing such Permitted Specified Security Hedging Transaction,
if such amount is greater than zero and (B) zero, if such amount is not greater
than zero."

         "Senior Leverage Ratio" means, at any date, the ratio of (i) Senior Net
Debt at such date, to (ii) Adjusted EBITDA, for the period of four fiscal
quarters most recently ended on or prior to such date.

         "Senior Net Debt" means, at any date, Senior Debt at such date minus
the aggregate amount of all cash and Cash Equivalent Investments of the Borrower
and the other Restricted Subsidiaries that are subsidiaries of the Borrower
(excluding any cash and Cash Equivalent Investments that are blocked or
restricted so that they may not be used for general corporate purposes at such
date) in excess of $10,000,000 at such date.

         "Solutions" means Williams Communications Solutions, LLC, a Delaware
corporation, and its successors and assigns.

         "SPC" has the meaning set forth in Section 10.04(b)(2).

         "Specified Hedging Agreement" has the meaning set forth in Section
9.01.

         "Specified Indebtedness" has the meaning set forth in Section 6.07(b).

         "Specified Security" means publicly traded equity securities of actual
or prospective customers or vendors of the Borrower and its subsidiaries
acquired by the Borrower and its subsidiaries in connection with (or pursuant to
warrants, options or rights acquired in connection with) actual or prospective
commercial agreements with such customers or vendors; provided that securities
of the Borrower or any of its subsidiaries or Affiliates shall not constitute
Specified Securities.



                                       23
<PAGE>

         "Spin-Off" means the distribution by Parent to its shareholders of all
or substantially all of the capital stock of Holdings held by Parent
substantially on the terms described by the Borrower to the Lenders prior to the
Amendment No. 4 Effective Date.

         "Statutory Reserve Rate" means a fraction (expressed as a decimal), the
numerator of which is the number one and the denominator of which is the number
one minus the aggregate of the maximum reserve percentages (including any
marginal, special, emergency or supplemental reserves) expressed as a decimal
established by the Board to which the Administrative Agent is subject with
respect to the Adjusted LIBO Rate, for eurocurrency funding (currently referred
to as "Eurocurrency Liabilities" in Regulation D of the Board). Such reserve
percentages shall include those imposed pursuant to such Regulation D.
Eurodollar Loans shall be deemed to constitute eurocurrency funding and to be
subject to such reserve requirements without benefit of or credit for proration,
exemptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

         "Structured Note Bridge Indebtedness" means the Indebtedness permitted
to be incurred by Holdings pursuant to Section 6.01(t).

         "Structured Note Financing" means the issuance by the Structured Note
Trust of notes for cash Net Proceeds of up to $1,500,000,000 substantially on
the terms and conditions described by the Borrower in the "Term Sheet for
Structured Note" included as an attachment to the Borrower's Amendment Request
distributed to the Lenders on or prior to March 7, 2001 or otherwise approved by
all the Incremental Facility Arrangers (if any) and the Administrative Agent
prior to the issuance thereof.

         "Structured Note Trust" means WCG Note Trust and WCG Note Corp., Inc.,
each of which is an Unrestricted Subsidiary created for the purpose of
consummating the Structured Note Financing and conducting no activities other
than the consummation of the Structured Note Financing and activities incidental
thereto.

         "subsidiary" means, with respect to any Person (the "parent") at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with GAAP as of such date, as well as any
other corporation, limited liability company, partnership, association or other
entity (a) of which securities or other ownership interests representing more
than 50% of the equity or more than 50% of the ordinary voting power or, in the
case of a partnership, more than 50% of the general partnership interests are,
as of such date, owned, controlled or held, or (b) that is, as of such date,
otherwise Controlled, by the parent or one or more subsidiaries of the parent or
by the parent and one or more subsidiaries of the parent.

         "Subsidiary" means any subsidiary of Holdings. For purposes of the
representations and warranties made herein on the Effective Date, the term
"Subsidiary" includes each of the Borrower and the other Restricted
Subsidiaries.

         "Subsidiary Designation" has the meaning set forth in Section 6.14.

         "Subsidiary Guarantee" means the Subsidiary Guarantee, substantially in
the form of Exhibit D, made by the Subsidiary Loan Parties in favor of the
Administrative Agent for the benefit of the Lenders, and any Supplements
thereto.

         "Subsidiary Loan Party" means any Restricted Subsidiary (other than the
Borrower) that is not a Foreign Subsidiary; provided that no Receivables
Subsidiary shall be a Subsidiary Loan Party for any purpose under the Loan
Documents.



                                       24
<PAGE>

         "Swingline Exposure" means, at any time, the aggregate principal amount
of all Swingline Loans outstanding at such time. The Swingline Exposure of any
Lender at any time shall be its Applicable Percentage of the total Swingline
Exposure at such time.

         "Swingline Lenders" means Bank of America and Chase, each in its
capacity as lender of Swingline Loans hereunder.

         "Swingline Loan" means a Loan made pursuant to Section 2.04.

         "Syndication Agent" means Chase, in its capacity as syndication agent
hereunder.

         "Taxes" means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

         "Telecommunications Assets" means:

         (a)      any property (other than cash or Cash Equivalent Investments)
                  to be owned or used by the Borrower or any other Restricted
                  Subsidiary and used in the Telecommunications Business; and

         (b)      Equity Interests of a Person that becomes a Restricted
                  Subsidiary as a result of the acquisition of such Equity
                  Interests by the Borrower or any other Restricted Subsidiary
                  from any Person other than an Affiliate of Holdings or the
                  Borrower; provided that such Person is primarily engaged in
                  the Telecommunications Business.

         "Telecommunications Business" means the business of:

         (a)      transmitting, or providing services relating to the
                  transmission of, voice, video or data through owned or leased
                  transmission facilities or the right to use such facilities;

         (b)      constructing, acquiring, creating, developing, operating,
                  managing or marketing communications networks, related network
                  transmission equipment, software and other devices for use in
                  a communications business;

         (c)      computer outsourcing, data center management, computer systems
                  integration, reengineering of computer software for any
                  purpose, including, without limitation, for the purposes of
                  porting computer software from one operating environment or
                  computer platform to another or to address issues commonly
                  referred to as "Year 2000 issues";

         (d)      constructing, managing or operating fiber optic
                  telecommunications networks and leasing capacity on those
                  networks to third parties;

         (e)      the sale, resale, installation or maintenance of
                  communications systems or equipment; or



                                       25
<PAGE>

         (f)      evaluating, participating in or pursuing any other activity or
                  opportunity that is primarily related to those identified in
                  (a), (b), (c), (d) or (e) above;

provided that the determination of what constitutes a Telecommunications
Business shall be made in good faith by the Board of Directors of Holdings.

         "Term Amortization Date" means September 30, 2002.

         "Term Commitment" means, with respect to each Lender, the commitment,
if any, of such Lender to make Term Loans hereunder during the Term Loan
Availability Period, expressed as an amount representing the maximum principal
amount of the Term Loans to be made by such Lender hereunder, as such commitment
may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 10.04. The amount of each Lender's Term Commitment as of the
Amendment No. 5 Effective Date is set forth on Schedule 2.01, or in the
Assignment and Acceptance pursuant to which such Lender shall have assumed its
Term Commitment, as applicable. The initial aggregate amount of the Lenders'
Term Commitments is $525,000,000.

         "Term Commitment Termination Date" means September 8, 2000.

         "Term Facility" means the Term Commitments and the Term Loans
hereunder.

         "Term Lender" means a Lender with a Term Commitment or an outstanding
Term Loan.

         "Term Loan" means a Loan made pursuant to Section 2.01(a)(i).

         "Term Loan Availability Period" means the period from and including the
Effective Date to but excluding the earlier of the Term Commitment Termination
Date and the date of termination of the Term Commitments.

         "Term Maturity Date" means September 30, 2006.

         "Total Debt" means, at any date, without duplication, the sum of all
Indebtedness of Holdings and the Restricted Subsidiaries, determined on a
consolidated basis at such date, and the ADP Outstandings at such date, provided
that, for purposes of this definition, (i) Indebtedness in respect of Hedging
Agreements shall be equal to (A) the aggregate net Mark-to-Market Valuation of
all Hedging Agreements of Holdings and the Restricted Subsidiaries then
outstanding, to the extent that such aggregate net Mark-to-Market Valuation
constitutes a net obligation of the Borrower and such Restricted Subsidiaries
and (B) zero, if such aggregate net Mark-to-Market Valuation does not constitute
such a net obligation and (ii) Indebtedness in respect of Permitted Specified
Security Hedging Transactions shall be equal to (A) an amount equal to the
Market-to-Market Valuation of such Permitted Specified Security Hedging
Transaction less the fair market value of the Specified Securities and related
contract rights securing such Permitted Specified Security Hedging Transaction,
if such amount is greater than zero and (B) zero, if such amount is not greater
than zero.

         "Total Leverage Ratio" means, at any date, the ratio of (i) Total Net
Debt at such date to (ii) Adjusted EBITDA for the period of four fiscal quarters
most recently ended on or prior to such date.

         "Total Net Debt" means, at any date, Total Debt at such date, minus the
aggregate amount of all cash and Cash Equivalent Investments of Holdings and the
Restricted Subsidiaries (excluding any cash and Cash Equivalent Investments that
are blocked or restricted so that they may not be used for general corporate
purposes at such date) in excess of $10,000,000 at such date.



                                       26
<PAGE>

         "Total Net Debt to Contributed Capital Ratio" means, at any date, the
ratio of (i) Total Net Debt at such date to (ii) Contributed Capital at such
date.

         "Trading Subsidiary" has the meaning assigned to such term in Section
6.03(c).

         "Transactions" means the execution, delivery and performance by each
Loan Party of the Loan Documents to which it is to be a party, the borrowing of
Loans, the use of the proceeds thereof and the issuance of Letters of Credit
hereunder.

         "Type", when used in reference to any Loan or Borrowing, refers to
whether the rate of interest on such Loan, or on the Loans comprising such
Borrowing, is determined by reference to an Adjusted LIBO Rate or the Alternate
Base Rate.

         "Unrestricted Subsidiary" means (i) any Subsidiary (other than the
Borrower) that is designated by the Board of Directors of Holdings as an
Unrestricted Subsidiary in accordance with Section 6.14, and (ii) each
Structured Note Trust.

         "Voting Stock" means, with respect to any Person, capital stock issued
by such Person the holders of which are ordinarily, in the absence of
contingencies, entitled to vote for the election of directors (or persons
performing similar functions) of such Person, whether or not the right so to
vote has been suspended by the happening of such a contingency.

         "Weighted Average Life to Maturity" means, on any date and with respect
to the Revolving Commitments, the Term Loans, any Additional Incremental
Revolving Commitments of any Class, any Incremental Term Loans, any Additional
Incremental Term Loans of any Class or any other Indebtedness or commitments to
provide financing, an amount equal to (i) the sum, for each scheduled repayment
of Term Loans, Additional Incremental Term Loans or Incremental Term Loans of
such Class or of such Indebtedness, as the case may be, to be made after such
date, or each scheduled reduction of Revolving Commitments or Additional
Incremental Revolving Commitments of such Class or other commitments to provide
financing, as the case may be, to be made after such date, of the amount of such
scheduled repayment or reduction multiplied by the number of days from such date
to the date of such scheduled prepayment or reduction divided by (ii) the
aggregate principal amount of such Term Loans, Additional Incremental Term Loans
or Incremental Term Loans or of such Indebtedness, as the case may be, or such
Revolving Commitments or Additional Incremental Revolving Commitments or other
commitments to provide financing, as the case may be.

         "Withdrawal Liability" means liability to a Multiemployer Plan as a
result of a complete or partial withdrawal from such Multiemployer Plan, as such
terms are defined in Part I of Subtitle E of Title IV of ERISA.

         SECTION 1.2. Classification of Loans and Borrowings. For purposes of
this Agreement, Loans may be classified and referred to by Class (e.g., a
"Revolving Loan") or by Type (e.g., a "Eurodollar Loan") or by Class and Type
(e.g., a "Eurodollar Revolving Loan"). Borrowings also may be classified and
referred to by Class (e.g., a "Revolving Borrowing") or by Type (e.g., a
"Eurodollar Borrowing") or by Class and Type (e.g., a "Eurodollar Revolving
Borrowing").

         SECTION 1.3. Terms Generally. The definitions of terms herein shall
apply equally to the singular and plural forms of the terms defined. Whenever
the context may require, any pronoun shall include the corresponding masculine,
feminine and neuter forms. The words "include", "includes" and "including" shall
be deemed to be followed by the phrase "without limitation". The word "will"
shall be construed to have the same meaning and effect as the word "shall".
Unless the context requires otherwise (a) any definition of or reference to any
agreement, instrument or other document herein shall be construed as referring
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference
herein to any Person shall be construed to include such Person's successors and



                                       27
<PAGE>

assigns, (c) the words "herein", "hereof" and "hereunder", and words of similar
import, shall be construed to refer to this Agreement in its entirety and not to
any particular provision hereof, (d) all references herein to Articles,
Sections, Exhibits and Schedules shall be construed to refer to Articles and
Sections of, and Exhibits and Schedules to, this Agreement and (e) the words
"asset" and "property" shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties,
including cash, securities, accounts and contract rights.

         SECTION 1.4. Accounting Terms; GAAP. Except as otherwise expressly
provided herein, all terms of an accounting or financial nature shall be
construed in accordance with GAAP, as in effect from time to time; provided
that, if the Borrower notifies the Administrative Agent that the Borrower
requests an amendment to any provision hereof to eliminate the effect of any
change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the
Borrower that the Required Lenders request an amendment to any provision hereof
for such purpose), regardless of whether any such notice is given before or
after such change in GAAP or in the application thereof, then such provision
shall be interpreted on the basis of GAAP as in effect and applied immediately
before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith.

                                    ARTICLE 2

                                   THE CREDITS

         SECTION 2.1. Commitments. Subject to the terms and conditions set forth
herein, (a) each Lender agrees (i) to make Term Loans to the Borrower from time
to time during the Term Loan Availability Period in a principal amount not
exceeding its Term Commitment, if any, (ii) to make Revolving Loans to the
Borrower from time to time during the Revolving Availability Period in an
aggregate principal amount that will not result in such Lender's Revolving
Exposure exceeding such Lender's Revolving Commitment, if any, (iii) to make
Additional Incremental Term Loans to the Borrower under any Additional
Incremental Facility during the period or on the date set forth in the
applicable Additional Incremental Facility Agreement in a principal amount not
exceeding its Additional Incremental Commitment in respect of such Additional
Incremental Facility, if any, and (iv) to make Additional Incremental Revolving
Loans to the Borrower under any Additional Incremental Facility during the
period set forth in the applicable Additional Incremental Facility Agreement in
a principal amount not exceeding at any time its Additional Incremental
Revolving Commitment in respect of such Additional Incremental Facility, if any,
(b) each Incremental Tranche A Lender agrees to make Incremental Tranche A Term
Loans to the Borrower from time to time during the Incremental Tranche A Term
Loan Availability Period in a principal amount not exceeding its Incremental
Tranche A Commitment, provided that the initial Borrowing under the Incremental
Tranche A Facility shall be in an aggregate amount not less than $225,000,000
and shall occur on the First Incremental Borrowing Date. Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Revolving Loans and Additional Incremental
Revolving Loans. Amounts repaid in respect of Term Loans, Incremental Term Loans
or Additional Incremental Term Loans may not be reborrowed.

         SECTION 2.2. Loans and Borrowings. (a) Each Loan (other than a
Swingline Loan) shall be made as part of a Borrowing consisting of Loans of the
same Class and Type made by the Lenders ratably in accordance with their
respective Commitments of the applicable Class. The failure of any Lender to
make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments of the Lenders are
several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.



                                       28
<PAGE>

         (b) Subject to Section 2.14, each Revolving Borrowing, Term Borrowing,
Additional Incremental Revolving Borrowing, Additional Incremental Term
Borrowing and Incremental Term Borrowing shall be comprised entirely of ABR
Loans or Eurodollar Loans as the Borrower may request in accordance herewith.
Each Swingline Loan shall be an ABR Loan. Each Lender at its option may make any
Eurodollar Loan by causing any domestic or foreign branch or affiliate of such
Lender to make such Loan; provided that any exercise of such option shall not
affect the obligation of the Borrower to repay such Loan in accordance with the
terms of this Agreement.

         (c) At the commencement of each Interest Period for any Eurodollar
Borrowing, such Borrowing (w) if a Revolving Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than $10,000,000,
(x) if a Term Borrowing shall be in an aggregate amount that is an integral
multiple of $1,000,000 and not less than $50,000,000 (y) if an Incremental Term
Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $10,000,000 or (z) if an Additional Incremental
Term Borrowing or an Additional Incremental Revolving Borrowing shall be in
aggregate amounts that are permitted under the applicable Incremental Facility
Agreement. At the time that each ABR Borrowing is made, such Borrowing (w) if a
Revolving Borrowing shall be in an aggregate amount that is an integral multiple
of $1,000,000 and not less than $5,000,000, (x) if a Term Borrowing shall be in
an aggregate amount that is an integral multiple of $1,000,000 and not less than
$50,000,000 (y) if an Incremental Term Borrowing shall be in an aggregate amount
that is an integral multiple of $1,000,000 and not less than $10,000,000 or (z)
if an Additional Incremental Term Borrowing or an Additional Incremental
Revolving Borrowing shall be in aggregate amounts that are permitted under the
applicable Incremental Facility Agreement; provided that (i) an ABR Revolving
Borrowing or ABR Additional Incremental Revolving Borrowing may be in an
aggregate amount that is equal to the entire unused balance of the total
Revolving Commitments or Additional Incremental Revolving Commitments of the
applicable Class, as the case may be, (ii) an ABR Revolving Borrowing may be in
an aggregate amount that is required to finance the reimbursement of an LC
Disbursement as contemplated by Section 2.05(e) and (iii) an ABR Term Borrowing,
ABR Incremental Term Borrowing or ABR Additional Incremental Term Borrowing may
be in an aggregate amount that is equal to the entire unused balance of the
total Term Commitments, Incremental Term Commitments, Additional Incremental
Term Commitments of the applicable Class, as the case may be. Each Swingline
Loan shall be in an amount that is an integral multiple of $1,000,000 and not
less than $5,000,000. Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there shall not at any time be more
than a total of 10 Eurodollar Borrowings outstanding.

         (d) Notwithstanding any other provision of this Agreement, the Borrower
shall not be entitled to request, or to elect to convert or continue, any
Borrowing if the Interest Period requested with respect thereto would end after
the Revolving Maturity Date, the Term Maturity Date, the Incremental Tranche A
Maturity Date or the maturity date set forth in the applicable Additional
Incremental Facility Agreement, as applicable.



                                       29
<PAGE>

         SECTION 2.3. Requests for Borrowings. To request a Borrowing (other
than a Swingline Borrowing), the Borrower shall notify the Administrative Agent
of such request by telephone (a) in the case of a Eurodollar Borrowing, not
later than 11:00 a.m., Dallas, Texas time, three Business Days before the date
of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than
11:00 a.m., Dallas, Texas time, one Business Day before the date of the proposed
Borrowing; provided that any such notice of an ABR Revolving Borrowing to
finance the reimbursement of an LC Disbursement as contemplated by Section
2.05(e) may be given not later than 10:00 a.m., Dallas, Texas time, on the date
of the proposed Borrowing. Each such telephonic Borrowing Request shall be
irrevocable and shall be confirmed promptly by hand delivery or telecopy to the
Administrative Agent of a written Borrowing Request substantially in the form of
Exhibit B hereto and signed by the Borrower. Each such telephonic and written
Borrowing Request shall specify the following information in compliance with
Section 2.02:

                  (i) whether the requested Borrowing is to be a Revolving
         Borrowing, Term Borrowing, Incremental Tranche A Term Borrowing,
         Additional Incremental Revolving Borrowing or Additional Incremental
         Term Borrowing and, in the case of Additional Incremental Revolving
         Borrowings and Additional Incremental Term Borrowings, the Additional
         Incremental Facility under which such Borrowing is to be made;

                  (ii) the aggregate amount of such Borrowing;

                  (iii) the date of such Borrowing, which shall be a Business
         Day;

                  (iv) whether such Borrowing is to be an ABR Borrowing or a
         Eurodollar Borrowing;

                  (v) in the case of a Eurodollar Borrowing, the initial
         Interest Period to be applicable thereto, which shall be a period
         contemplated by the definition of the term "Interest Period"; and

                  (vi) the location and number of the Borrower's account to
         which funds are to be disbursed, which shall comply with the
         requirements of Section 2.06.

         If no election as to the Type of Borrowing is specified, then the
requested Borrowing shall be an ABR Borrowing. If no Interest Period is
specified with respect to any requested Eurodollar Borrowing, then the Borrower
shall be deemed to have selected an Interest Period of one month's duration.
Promptly following receipt of a Borrowing Request in accordance with this
Section, the Administrative Agent shall advise each Lender of the details
thereof and of the amount of such Lender's Loan to be made as part of the
requested Borrowing.

         SECTION 2.4. Swingline Loans. (a) Subject to the terms and conditions
set forth herein, the Swingline Lenders each agree to make Swingline Loans to
the Borrower from time to time during the Revolving Availability Period, in an
aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Swingline Loans of either
Swingline Lender exceeding $25,000,000 or (ii) the sum of the total Revolving
Exposures exceeding the total Revolving Commitments; provided that neither
Swingline Lender shall be required to make a Swingline Loan to refinance an
outstanding Swingline Loan. Within the foregoing limits and subject to the terms
and conditions set forth herein, the Borrower may borrow, prepay and reborrow
Swingline Loans.

         (b) To request a Swingline Loan, the Borrower shall notify the
Administrative Agent of such request by telephone (confirmed by telecopy), not
later than 12:00 noon,



                                       30
<PAGE>

Dallas, Texas time, on the day of a proposed Swingline Loan and shall advise the
Administrative Agent as to which Swingline Lender the Borrower desires to
provide such Swingline Loan. Each such notice shall be irrevocable and shall
specify the requested date (which shall be a Business Day) and amount of the
requested Swingline Loan. The Administrative Agent will promptly advise the
Swingline Lender indicated by the Borrower in such notice of any such notice
received from the Borrower. The applicable Swingline Lender shall make such
Swingline Loan available to the Borrower by means of a credit to the general
deposit account of the Borrower with such Swingline Lender (or, in the case of a
Swingline Loan made to finance the reimbursement of an LC Disbursement as
provided in Section 2.05(e), by remittance to the applicable Issuing Bank) by
3:00 p.m., Dallas, Texas time, on the requested date of such Swingline Loan.

         (c) The applicable Swingline Lender may by written notice given to the
Administrative Agent not later than 10:00 a.m., Dallas, Texas time, on any
Business Day require the Revolving Lenders to acquire participations on such
Business Day in all or a portion of its Swingline Loans outstanding. Such notice
shall specify the aggregate amount of Swingline Loans in which Revolving Lenders
will participate. Promptly upon receipt of such notice, the Administrative Agent
will give notice thereof to each Revolving Lender, specifying in such notice
such Lender's Applicable Percentage of such Swingline Loan or Loans. Each
Revolving Lender hereby absolutely and unconditionally agrees, upon receipt of
notice as provided above, to pay to the Administrative Agent, for the account of
the applicable Swingline Lender, such Lender's Applicable Percentage of such
Swingline Loan or Loans. Each Revolving Lender acknowledges and agrees that its
obligation to acquire participations in Swingline Loans pursuant to this
paragraph is absolute and unconditional and shall not be affected by any
circumstance whatsoever, including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
Revolving Lender shall comply with its obligation under this paragraph by wire
transfer of immediately available funds, in the same manner as provided in
Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall
apply, mutatis mutandis, to the payment obligations of the Revolving Lenders),
and the Administrative Agent shall promptly pay to the applicable Swingline
Lender the amounts so received by it from the Revolving Lenders. The
Administrative Agent shall notify the Borrower of any participations in any
Swingline Loan acquired pursuant to this paragraph, and thereafter payments in
respect of such Swingline Loan shall be made to the Administrative Agent and not
to the applicable Swingline Lender. Any amounts received by a Swingline Lender
from the Borrower (or other party on behalf of the Borrower) in respect of a
Swingline Loan made by such Swingline Lender after receipt by such Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative Agent shall be promptly remitted by the Administrative Agent to
the Revolving Lenders that shall have made their payments pursuant to this
paragraph and to the applicable Swingline Lender, as their interests may appear.
The purchase of participations in a Swingline Loan pursuant to this paragraph
shall not relieve the Borrower of any default in the payment thereof.



                                       31
<PAGE>

         SECTION 2.5. Letters of Credit. (a) General. Subject to the terms and
conditions set forth herein, the Borrower may request the issuance of Letters of
Credit for its own account, in a form reasonably acceptable to the
Administrative Agent and the applicable Issuing Bank, at any time and from time
to time during the Revolving Availability Period. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

         (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank from whom the Borrower is requesting such Letter of Credit and to the
Administrative Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
and specifying the date of issuance, amendment, renewal or extension (which
shall be a Business Day), the date on which such Letter of Credit is to expire
(which shall comply with Section 2.05(c)), the amount of such Letter of Credit,
the name and address of the beneficiary thereof and such other information as
shall be necessary to prepare, amend, renew or extend such Letter of Credit. If
requested by the applicable Issuing Bank, the Borrower also shall submit a
letter of credit application on such Issuing Bank's standard form in connection
with any request for a Letter of Credit. A Letter of Credit shall be issued,
amended, renewed or extended only if (and upon issuance, amendment, renewal or
extension of each Letter of Credit the Borrower shall be deemed to represent and
warrant that), after giving effect to such issuance, amendment, renewal or
extension (i) the LC Exposure shall not exceed $350,000,000 and (ii) the total
Revolving Exposures shall not exceed the total Revolving Commitments.

         (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of business on the earlier of (i) the date one year after the date of
the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension), provided that a
Letter of Credit may include customary "evergreen" provisions and (ii) the date
that is five Business Days prior to the Revolving Maturity Date.

         (d) Participations. By the issuance of a Letter of Credit (or an
amendment to a Letter of Credit increasing the amount thereof) and without any
further action on the part of the applicable Issuing Bank or the Lenders, the
applicable Issuing Bank hereby grants to each Revolving Lender, and each
Revolving Lender hereby acquires from such Issuing Bank, a participation in such
Letter of Credit equal to such Lender's Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit. In consideration and
in furtherance of the foregoing, each Revolving Lender hereby absolutely and
unconditionally agrees to pay to the Administrative Agent, for the account of
such Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement
made by such Issuing Bank and not reimbursed by the Borrower on the date due as



                                       32
<PAGE>

provided in paragraph Section 2.05(e), or of any reimbursement payment required
to be refunded to the Borrower for any reason. Each Lender acknowledges and
agrees that its obligation to acquire participations pursuant to this paragraph
in respect of Letters of Credit is absolute and unconditional and shall not be
affected by any circumstance whatsoever, including any amendment, renewal or
extension of any Letter of Credit or the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever.

         (e) Reimbursement. If an Issuing Bank shall make any LC Disbursement in
respect of a Letter of Credit, the Borrower shall reimburse such LC Disbursement
by paying to the Administrative Agent an amount equal to such LC Disbursement
not later than 1:00 p.m., Dallas, Texas time, on the date that such LC
Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 9:30 a.m., Dallas, Texas time, on such date, or, if such
notice has not been received by the Borrower prior to such time on such date,
then not later than 1:00 p.m., Dallas, Texas time, on (i) the Business Day that
the Borrower receives such notice, if such notice is received prior to 9:30
a.m., Dallas, Texas time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that,
if such LC Disbursement is not less than $5,000,000, the Borrower may, subject
to the conditions to borrowing set forth herein, request in accordance with
Section 2.03 or 2.04 that such payment be financed with an ABR Revolving
Borrowing or Swingline Loan in an equivalent amount and, to the extent so
financed, the Borrower's obligation to make such payment shall be discharged and
replaced by the resulting ABR Revolving Borrowing or Swingline Loan. If the
Borrower fails to make such payment when due, the Administrative Agent shall
notify each Revolving Lender of the applicable LC Disbursement, the payment then
due from the Borrower in respect thereof and such Lender's Applicable Percentage
thereof. Promptly following receipt of such notice, each Revolving Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrower, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis
mutandis, to the payment obligations of the Revolving Lenders), and the
Administrative Agent shall promptly pay to the applicable Issuing Bank the
amounts so received by it from the Revolving Lenders. Promptly following receipt
by the Administrative Agent of any payment from the Borrower pursuant to this
paragraph, the Administrative Agent shall distribute such payment to the
applicable Issuing Bank or, to the extent that Revolving Lenders have made
payments pursuant to this paragraph to reimburse the Issuing Bank, then to such
Lenders and the applicable Issuing Bank as their interests may appear. Any
payment made by a Revolving Lender pursuant to this paragraph to reimburse the
applicable Issuing Bank for any LC Disbursement (other than the funding of ABR
Revolving Loans or a Swingline Loan as contemplated above) shall not constitute
a Loan and shall not relieve the Borrower of its obligation to reimburse such LC
Disbursement.



                                       33
<PAGE>

         (f) Obligations Absolute. The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph Section 2.05(e) shall be absolute,
unconditional and irrevocable, and shall be performed strictly in accordance
with the terms of this Agreement under any and all circumstances whatsoever and
irrespective of (i) any lack of validity or enforceability of any Letter of
Credit or this Agreement, or any term or provision therein, (ii) any draft or
other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by an Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Administrative Agent, the Lenders nor either Issuing Bank, nor any of their
Related Parties, shall have any liability or responsibility by reason of or in
connection with the issuance or transfer of any Letter of Credit or any payment
or failure to make any payment thereunder (irrespective of any of the
circumstances referred to in the preceding sentence), or any error, omission,
interruption, loss or delay in transmission or delivery of any draft, notice or
other communication under or relating to any Letter of Credit (including any
document required to make a drawing thereunder), any error in interpretation of
technical terms or any consequence arising from causes beyond the control of the
Issuing Bank; provided that the foregoing shall not be construed to excuse an
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by the Issuing Bank's failure to exercise care when
determining whether drafts and other documents presented under a Letter of
Credit comply with the terms thereof. The parties hereto expressly agree that,
in the absence of gross negligence or wilful misconduct on the part of an
Issuing Bank (as finally determined by a court of competent jurisdiction), each
Issuing Bank shall be deemed to have exercised care in each such determination.
In furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any notice or information to the contrary, or refuse to accept and make payment
upon such documents if such documents are not in strict compliance with the
terms of such Letter of Credit.

         (g) Disbursement Procedures. The applicable Issuing Bank shall,
promptly following its receipt thereof, examine all documents purporting to
represent a demand for payment under a Letter of Credit. The applicable Issuing
Bank shall promptly notify the Administrative Agent and the Borrower by
telephone (confirmed by telecopy) of such demand for payment and whether the
Issuing Bank has made or will make an LC Disbursement thereunder; provided that
any failure to give or delay in giving such notice shall not relieve the
Borrower of its obligation to reimburse such Issuing Bank and the Revolving
Lenders with respect to any such LC Disbursement.



                                       34
<PAGE>

         (h) Interim Interest. If an Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to ABR Revolving Loans;
provided that, if the Borrower fails to reimburse such LC Disbursement when due
pursuant to Section 2.05(e), then Section 2.13(c) shall apply. Interest accrued
pursuant to this paragraph shall be for the account of the applicable Issuing
Bank, except that interest accrued on and after the date of payment by any
Revolving Lender pursuant to Section 2.05(e) to reimburse the applicable Issuing
Bank shall be for the account of such Lender to the extent of such payment.

         (i) Replacement of the Issuing Bank. An Issuing Bank may be replaced at
any time by written agreement among the Borrower, the Administrative Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent
shall notify the Lenders of any such replacement of an Issuing Bank. At the time
any such replacement shall become effective, the Borrower shall pay all unpaid
fees accrued for the account of the replaced Issuing Bank pursuant to Section
2.12(b). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of an Issuing
Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor, to any other Issuing Bank or to any previous Issuing
Bank, or to such successor, all other Issuing Banks and all previous Issuing
Banks, as the context shall require. After the replacement of an Issuing Bank
hereunder, the replaced Issuing Bank shall remain a party hereto and shall
continue to have all the rights and obligations of an Issuing Bank under this
Agreement with respect to Letters of Credit issued by it prior to such
replacement, but shall not be required to issue additional Letters of Credit.

         (j) Cash Collateralization. If any Event of Default shall occur and be
continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent or the Required Lenders (or, if the maturity of the Loans
has been accelerated, Revolving Lenders with LC Exposure representing greater
than 50% of the total LC Exposure) demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the
Administrative Agent, in the name of the Administrative Agent and for the
benefit of the Lenders, an amount in cash equal to 105% of the LC Exposure as of
such date plus any accrued and unpaid interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in Section 7.01(h) or 7.01(i). Each such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this Agreement. The
Administrative Agent shall have exclusive dominion and control, including the
exclusive right of withdrawal, over such account. Other than any interest earned
on the investment of such deposits, which investments shall be made at the
option and sole discretion of the Administrative Agent



                                       35
<PAGE>

and at the Borrower's risk and expense, such deposits shall not bear interest.
Interest or profits, if any, on such investments shall accumulate in such
account. Moneys in such account shall be applied by the Administrative Agent to
reimburse the applicable Issuing Bank for LC Disbursements for which it has not
been reimbursed and, to the extent not so applied, shall be held for the
satisfaction of the reimbursement obligations of the Borrower for the LC
Exposure at such time or, if the maturity of the Loans has been accelerated (but
subject to the consent of Revolving Lenders with LC Exposure representing
greater than 50% of the total LC Exposure), be applied to satisfy other
obligations of the Borrower under this Agreement. If the Borrower is required to
provide an amount of cash collateral hereunder as a result of the occurrence of
an Event of Default, such amount (to the extent not applied as aforesaid) shall
be returned to the Borrower within three Business Days after all Events of
Default have been cured or waived.

         SECTION 2.6. Funding of Borrowings. (a) Each Lender shall make each
Loan to be made by it hereunder on the proposed date thereof by wire transfer of
immediately available funds by 1:00 p.m., Dallas, Texas time, to the account of
the Administrative Agent most recently designated by it for such purpose by
notice to the Lenders; provided that Swingline Loans shall be made as provided
in Section 2.04. The Administrative Agent will make such Loans available to the
Borrower by promptly crediting the amounts so received, in like funds, to an
account of the Borrower maintained with the Administrative Agent in Dallas,
Texas and designated by the Borrower in the applicable Borrowing Request;
provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e) shall be remitted by the
Administrative Agent to the applicable Issuing Bank.

         (b) Unless the Administrative Agent shall have received notice from a
Lender prior to the proposed date of any Borrowing that such Lender will not
make available to the Administrative Agent such Lender's share of such
Borrowing, the Administrative Agent may assume that such Lender has made such
share available on such date in accordance with Section 2.06(a) and may, in
reliance upon such assumption, make available to the Borrower a corresponding
amount. In such event, if a Lender has not in fact made its share of the
applicable Borrowing available to the Administrative Agent, then the applicable
Lender and the Borrower severally agree to pay to the Administrative Agent
forthwith on demand such corresponding amount with interest thereon, for each
day from and including the date such amount is made available to the Borrower to
but excluding the date of payment to the Administrative Agent, at (i) in the
case of such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to ABR Loans. If such Lender pays such amount to the Administrative
Agent, then such amount shall constitute such Lender's Loan included in such
Borrowing.

         SECTION 2.7. Interest Elections. (a) Each Revolving Borrowing,
Additional Incremental Revolving Borrowing, Term Borrowing, Incremental Term
Borrowing and Additional Incremental Term Borrowing initially shall be of the
Type specified in the applicable Borrowing Request and, in the case of a
Eurodollar Borrowing, shall have an initial Interest Period as specified in such
Borrowing Request. Thereafter, the Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a
Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in
this Section. The Borrower may elect different options with respect to different
portions of a Borrowing, in which case each such portion shall be allocated
ratably among the Lenders holding the Loans comprising



                                       36
<PAGE>

such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. This Section shall not apply to Swingline Borrowings, which
may not be converted or continued.

         (b) To make an election pursuant to this Section, the Borrower shall
notify the Administrative Agent of such election by telephone by the time that a
Borrowing Request would be required under Section 2.03 if the Borrower were
requesting a Revolving Borrowing of the Type resulting from such election to be
made on the effective date of such election. Each such telephonic Interest
Election Request shall be irrevocable and shall be confirmed promptly by hand
delivery or telecopy to the Administrative Agent of a written Interest Election
Request in a form approved by the Administrative Agent and signed by the
Borrower.

         (c) Each telephonic and written Interest Election Request shall specify
the following information in compliance with Section 2.02 and Section 2.07(f):

                  (i) the Borrowing to which such Interest Election Request
         applies and, if different options are being elected with respect to
         different portions thereof, the portions thereof to be allocated to
         each resulting Borrowing (in which case the information to be specified
         pursuant to clauses (iii) and (iv) below shall be specified for each
         resulting Borrowing);

                  (ii) the effective date of the election made pursuant to such
         Interest Election Request, which shall be a Business Day;

                  (iii) whether the resulting Borrowing is to be an ABR
         Borrowing or a Eurodollar Borrowing; and

                  (iv) if the resulting Borrowing is a Eurodollar Borrowing, the
         Interest Period to be applicable thereto after giving effect to such
         election, which shall be a period contemplated by the definition of the
         term "Interest Period".

         If any such Interest Election Request requests a Eurodollar Borrowing
but does not specify an Interest Period, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration.

         (d) Promptly following receipt of an Interest Election Request, the
Administrative Agent shall advise each applicable Lender of the details thereof
and of such Lender's portion of each resulting Borrowing.

         (e) If the Borrower fails to deliver a timely Interest Election Request
with respect to a Eurodollar Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such Borrowing shall be converted to an ABR
Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default
has occurred and is continuing, then, so long as an Event of Default is
continuing (i) no outstanding Borrowing may be converted to or continued as a
Eurodollar Borrowing and (ii) unless



                                       37
<PAGE>

repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the
end of the Interest Period applicable thereto.

         (f) A Borrowing of any Class may not be converted to or continued as a
Eurodollar Borrowing if after giving effect thereto (i) the Interest Period
therefor would commence before and end after a date on which any principal of
the Loans of such Class is scheduled to be repaid and (ii) the sum of the
aggregate principal amount of outstanding Eurodollar Borrowings of such Class
with Interest Periods ending on or prior to such scheduled repayment date plus
the aggregate principal amount of outstanding ABR Borrowings of such Class would
be less than the aggregate principal amount of Loans of such Class required to
be repaid on such scheduled repayment date.

         SECTION 2.8. Termination and Reduction of Commitments. (a) Unless
previously terminated, (i) the Term Commitments shall terminate on the Term
Commitment Termination Date, (ii) the Revolving Commitments shall terminate on
the Revolving Maturity Date, (iii) the Incremental Tranche A Commitments shall
terminate on the Incremental Tranche A Commitment Termination Date and (iv) the
Additional Incremental Commitments of any Class shall terminate on the date set
forth in the applicable Additional Incremental Facility Agreement.

         (b) Subject to adjustment pursuant to Section 2.08(h), the Revolving
Commitments outstanding on the Revolving Commitment Reduction Date shall be
automatically and permanently reduced in 12 consecutive installments on the last
day of each fiscal quarter (except with respect to the final reduction, which
shall be on the Revolving Maturity Date) set forth below in the percentage
amounts (expressed as a percentage of the aggregate amount of Revolving
Commitments outstanding on the Revolving Commitment Reduction Date) set forth
opposite such quarterly scheduled reduction date (or the Revolving Maturity
Date) below; provided that the final installment shall reduce the remaining
outstanding Revolving Commitments to zero on the Revolving Maturity Date and the
payment made in respect thereof shall equal the sum of (x) the then aggregate
unpaid principal amount of all Revolving Loans plus (y) all other unpaid amounts
owing in respect of Revolving Loans, which payment shall be due and payable not
later than the Revolving Maturity Date:

<Table>
<Caption>
            Scheduled Reduction Date                            Commitment Reduction
            ------------------------                            --------------------
<S>                                                             <C>
                4th Quarter 2002                                       5.00%
                1st Quarter 2003                                       5.00%
                2nd Quarter 2003                                       5.00%
                3rd Quarter 2003                                       5.00%

                4th Quarter 2003                                       7.50%
                1st Quarter 2004                                       7.50%
                2nd Quarter 2004                                       7.50%
                3rd Quarter 2004                                       7.50%

                4th Quarter 2004                                      12.50%
                1st Quarter 2005                                      12.50%
                2nd Quarter 2005                                      12.50%
             Revolving Maturity Date                                  12.50%
</Table>



                                       38
<PAGE>

         (c) Subject to adjustment pursuant to Section 2.08(h), the Additional
Incremental Revolving Commitments of any Class shall be automatically and
permanently reduced on the scheduled dates, and in the scheduled amounts, if
any, set forth in the applicable Additional Incremental Facility Agreement.

         (d) The Borrower may at any time terminate, or from time to time
reduce, the Commitments of any Class; provided that (i) each reduction of the
Commitments of any Class shall be in an amount that is an integral multiple of
$1,000,000 and not less than $10,000,000, (ii) the Borrower shall not terminate
or reduce the Revolving Commitments if, after giving effect to any concurrent
prepayment of the Revolving Loans in accordance with Section 2.11, the sum of
the Revolving Exposures would exceed the total Revolving Commitments and (iii)
the Borrower shall not terminate or reduce the Additional Incremental Revolving
Commitments of any Class if, after giving effect to any concurrent prepayment of
Additional Incremental Revolving Loans of such Class in accordance with Section
2.11, the aggregate principal amount of outstanding Additional Incremental
Revolving Loans of such Class would exceed the total Additional Incremental
Revolving Commitments of such Class.

         (e) The Borrower shall notify the Administrative Agent of any election
to terminate or reduce the Commitments under Section 2.08(d) at least three
Business Days prior to the effective date of such termination or reduction,
specifying such election and the effective date thereof. Promptly following
receipt of any notice, the Administrative Agent shall advise the Lenders of the
contents thereof. Each notice delivered by the Borrower pursuant to this Section
shall be irrevocable; provided that a notice of termination of the Revolving
Commitments or the Additional Incremental Revolving Commitments of any Class
delivered by the Borrower may state that such notice is conditioned upon the
effectiveness of other credit facilities, in which case such notice may be
revoked by the Borrower (by notice to the Administrative Agent on or prior to
the specified effective date) if such condition is not satisfied. Any
termination or reduction of the Commitments of any Class shall be permanent.
Each reduction of the Commitments of any Class shall be made ratably among the
Lenders in accordance with their respective Commitments of such Class.

         (f) In the event and on each occasion that any Net Proceeds in excess
of $5,000,000 are received by or on behalf of Holdings or any Subsidiary in
respect of any Prepayment Event, there shall be a pro rata reduction of
Revolving Commitments, Term Borrowings, Incremental Tranche A Borrowings and, if
provided for in the applicable Additional Incremental Facility Agreement,
Additional Incremental Revolving Commitments and Additional Incremental Term
Borrowings as provided in this Section 2.08(f) and in Section 2.11(b). In such
event, the Revolving Commitments and, if provided for in the applicable
Additional Incremental Facility Agreement, Additional Incremental Revolving
Commitments shall, on the third Business Day after such Net Proceeds are
received, be automatically and permanently reduced in an aggregate amount equal
to the product of 100% (or, in the case of any Prepayment Event referred to in
clause (c) of the definition of Prepayment Event, if, on the date on which any
reduction would otherwise be made in respect of such Prepayment Event either (i)
the Facilities



                                       39
<PAGE>

shall be rated not lower than BBB- by S&P and Baa3 by Moody's or (ii) the Total
Leverage Ratio as of such date is less than 3.5 to 1.0, 50%) of such Net
Proceeds and the Reduction Portion in respect of such Prepayment Event; provided
that, in the case of any event described in clause (a) or (c) of the definition
of Prepayment Event, if the Borrower shall deliver to the Administrative Agent a
certificate of a Financial Officer to the effect that the Borrower intends to
apply the Net Proceeds from such event (or a portion thereof specified in such
certificate) to invest in the Telecommunications Business of the Borrower and
the other Restricted Subsidiaries within 360 days of the receipt thereof and
certifying that no Default has occurred and is continuing, then no reduction
shall be required pursuant to this paragraph in respect of the Net Proceeds in
respect of such event (or the portion of such Net Proceeds specified in such
certificate, if applicable) except to the extent of any such Net Proceeds
therefrom that have not been so applied by the end of such period, at which time
a reduction shall be required in accordance with this paragraph (f).

         (g) Following the end of each fiscal year of the Borrower, commencing
with the fiscal year ending December 31, 2002, the Revolving Commitments and, if
provided for in the applicable Additional Incremental Facility Agreement,
Additional Incremental Revolving Commitments shall be automatically and
permanently reduced in an aggregate amount equal to the product of 50% of Excess
Cash Flow for such fiscal year and the Reduction Portion in respect of such
Excess Cash Flow; provided that if, on the date on which any reduction would
otherwise be made pursuant to this Section 2.08(g), either (i) the Facilities
shall be rated not lower than BBB- by S&P and Baa3 by Moody's or (ii) the Total
Leverage Ratio as of such date is less than 3.5 to 1.0, no such reduction shall
be required pursuant to this Section 2.08(g). Each reduction pursuant to this
paragraph shall be made on the date on which financial statements are delivered
pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash
Flow is being calculated (and in any event within 90 days after the end of such
fiscal year).

         (h) Any reduction of the Revolving Commitments, other than a reduction
pursuant to Section 2.08(a) or 2.08(b) above, shall be applied to reduce the
subsequent scheduled reductions of Revolving Commitments to be made pursuant to
Section 2.08(a) or 2.08(b) above in reverse chronological order. Any reduction
of the Additional Incremental Revolving Commitments of any Class, other than a
reduction pursuant to Section 2.08(a) or 2.08(c) above, shall be applied to
reduce the subsequent scheduled reductions of Additional Incremental Revolving
Commitments of such Class to be made pursuant to Section 2.08(a) or 2.08(c) as
set forth in the applicable Additional Incremental Facility Agreement.

         SECTION 2.9. Repayment of Loans; Evidence of Debt. (a) The Borrower
hereby unconditionally promises to pay (i) to the Administrative Agent for the
account of each applicable Lender the then unpaid principal amount of each
Revolving Loan of such Lender on the Revolving Maturity Date, (ii) to the
Administrative Agent for the account of each applicable Lender the then unpaid
principal amount of each Term Loan of such Lender as provided in Section 2.10,
(iii) to the Administrative Agent for the account of each applicable Incremental
Lender the then unpaid principal amount of each Incremental Tranche A Term Loan
of such Incremental Lender as set forth in Section 2.10, (iv) to the
Administrative Agent for the account of each applicable Lender the then unpaid
principal amount of each Additional Incremental Loan



                                       40
<PAGE>

of any Class of such Lender as set forth in the applicable Additional
Incremental Facility Agreement and (v) to each Swingline Lender the then unpaid
principal amount of each Swingline Loan made by it on the earlier of the
Revolving Maturity Date and the first date after such Swingline Loan is made
that is the 15th or last day of a calendar month and is at least two Business
Days after such Swingline Loan is made.

         (b) Each Lender shall maintain in accordance with its usual practice an
account or accounts evidencing the indebtedness of the Borrower to such Lender
resulting from each Loan made by such Lender, including the amounts of principal
and interest payable and paid to such Lender from time to time hereunder.

         (c) The Administrative Agent shall maintain accounts in which it shall
record (i) the amount of each Loan made hereunder, the Class and Type thereof
and the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the Administrative
Agent hereunder for the account of the Lenders and each Lender's share thereof.

         (d) The entries made in the accounts maintained pursuant to Section
2.09(b) and 2.09(c) of this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain such accounts or
any error therein shall not in any manner affect the obligation of the Borrower
to repay the Loans in accordance with the terms of this Agreement.

         (e) No promissory notes evidencing Loans hereunder will be issued
unless a Lender requests that a promissory note be issued to it to evidence its
Loans of any Class. In such event, the Borrower shall prepare, execute and
deliver to such Lender a promissory note payable to the order of such Lender
(or, if requested by such Lender, to such Lender and its registered assigns) and
in a form approved by the Administrative Agent. Thereafter, the Loans evidenced
by such promissory note and interest thereon shall at all times (including after
assignment pursuant to Section 10.04) be represented by one or more promissory
notes in such form payable to the order of the payee named therein (or, if such
promissory note is a registered note, to such payee and its registered assigns).

         SECTION 2.10. Amortization of Term Loans and Incremental Term Loans.
(a) Subject to adjustment pursuant to Section 2.10(e), the Borrower shall repay
Term Borrowings outstanding on the Term Amortization Date in 16 consecutive
installments of principal, each of which will be due and payable on the last day
of each fiscal quarter (except with respect to the final installment, which
shall be on the Term Maturity Date) set forth below in the percentage amounts
(expressed as a percentage of the aggregate amount of Term Loans outstanding on
the Term Commitment Termination Date) set forth opposite such quarterly
installment date (or the Term Maturity Date) below; provided that the final
installment shall equal the sum of (x) the then aggregate unpaid principal
amount of all Term Loans plus (y) all other unpaid amounts owing in respect of
Term Loans and shall be due and payable not later than the Term Maturity Date:



                                       41
<PAGE>

<Table>
<Caption>
                  Payment Date                                         Amount
                  ------------                                         ------
<S>                                                                    <C>
                4th Quarter 2002                                       3.75%
                1st Quarter 2003                                       3.75%
                2nd Quarter 2003                                       3.75%
                3rd Quarter 2003                                       3.75%

                4th Quarter 2003                                       6.25%
                1st Quarter 2004                                       6.25%
                2nd Quarter 2004                                       6.25%
                3rd Quarter 2004                                       6.25%

                4th Quarter 2004                                       7.50%
                1st Quarter 2005                                       7.50%
                2nd Quarter 2005                                       7.50%
                3rd Quarter 2005                                       7.50%

                4th Quarter 2005                                       7.50%
                1st Quarter 2006                                       7.50%
                2nd Quarter 2006                                       7.50%
               Term Maturity Date                                      7.50%
</Table>

         (b) Subject to adjustment pursuant to Section 2.10(e), the Borrower
shall repay Incremental Tranche A Borrowings outstanding on the Incremental
Tranche A Amortization Date in 16 consecutive installments of principal, each of
which will be due and payable on the last day of each fiscal quarter (except
with respect to the final installment, which shall be on the Incremental Tranche
A Maturity Date) set forth below in the percentage amounts (expressed as a
percentage of the aggregate amount of Incremental Tranche A Term Loans
outstanding on the Incremental Tranche A Commitment Termination Date) set forth
opposite such quarterly installment date (or the Incremental Tranche A Maturity
Date) below; provided that the final installment shall equal the sum of (x) the
then aggregate unpaid principal amount of all Incremental Tranche A Term Loans
plus (y) all other unpaid amounts owing in respect of the Incremental Tranche A
Term Loans, and shall be due and payable not later than the Incremental Tranche
A Maturity Date:

<Table>
<Caption>
                  Payment Date                                         Amount
                  ------------                                         ------
<S>                                                                    <C>
                4th Quarter 2002                                       3.75%
                1st Quarter 2003                                       3.75%
                2nd Quarter 2003                                       3.75%
                3rd Quarter 2003                                       3.75%

                4th Quarter 2003                                       6.25%
                1st Quarter 2004                                       6.25%
                2nd Quarter 2004                                       6.25%
                3rd Quarter 2004                                       6.25%

                4th Quarter 2004                                       7.50%
                1st Quarter 2005                                       7.50%
                2nd Quarter 2005                                       7.50%
                3rd Quarter 2005                                       7.50%

                4th Quarter 2005                                       7.50%
                1st Quarter 2006                                       7.50%
                2nd Quarter 2006                                       7.50%
               Incremental Tranche
                 A Maturity Date                                       7.50%
</Table>



                                       42
<PAGE>

         (c) Subject to adjustment pursuant to Section 2.10(e), the Borrower
shall repay Additional Incremental Term Borrowings of any Class on the scheduled
dates, and in the scheduled amounts, if any, set forth in the applicable
Additional Incremental Facility Agreement.

         (d) To the extent not previously paid, all Term Loans shall be due and
payable on the Term Maturity Date, all Revolving Loans shall be due and payable
on the Revolving Maturity Date, all Incremental Tranche A Term Loans shall be
due and payable on the Incremental Tranche A Maturity Date and all Additional
Incremental Loans of any Class shall be due and payable on the final maturity
date set forth in the applicable Additional Incremental Facility Agreement.

         (e) Any prepayment of a Term Borrowing or an Incremental Term Borrowing
shall be applied to reduce the subsequent scheduled repayments of Term
Borrowings or Incremental Term Borrowings, respectively to be made pursuant to
this Section in reverse chronological order. Any prepayment of an Additional
Incremental Term Borrowing of any Class shall be applied to reduce the
subsequent scheduled repayment of Additional Incremental Term Borrowings of such
Class to be made pursuant to this Section as set forth in the applicable
Additional Incremental Facility Agreement.

         (f) Prior to any repayment of any Term Borrowings or Incremental Term
Borrowings hereunder or any Additional Incremental Term Borrowings of any Class,
the Borrower shall select the Borrowing or Borrowings of such Class to be repaid
and shall notify the Administrative Agent by telephone (confirmed by telecopy)
of such selection not later than 11:00 a.m., Dallas, Texas time, three Business
Days before the scheduled date of such repayment; provided that each repayment
of Term Borrowings or Incremental Term Borrowings or any Additional Incremental
Term Borrowings of any Class shall be applied to repay any outstanding ABR Term
Borrowings or ABR Incremental Term Borrowings or ABR Additional Incremental Term
Borrowings of such Class before any other Borrowings of such Class. Each
repayment of a Borrowing shall be applied ratably to the Loans included in the
repaid Borrowing. Repayments of Term Borrowings, Incremental Term Borrowings and
Additional Incremental Term Borrowings shall be accompanied by accrued interest
on the amount repaid.

         SECTION 2.11. Prepayment of Loans. (a) The Borrower shall have the
right at any time and from time to time to prepay any Borrowing in whole or in
part, subject to the requirements of this Section. All prepayments shall be made
without premium or penalty other than, to the extent applicable, amounts payable
under Section 2.16.

         (b) In the event and on each occasion that any Net Proceeds in excess
of $5,000,000 are received by or on behalf of Holdings or any Subsidiary in
respect of any Prepayment Event, there shall be a pro rata reduction of
Revolving Commitments, Term Borrowings, Incremental Tranche A Borrowings, and if
provided for in the applicable Additional Incremental Facility Agreement,
Additional Incremental Revolving



                                       43
<PAGE>

Commitments and Additional Incremental Term Borrowings as provided in this
Section 2.11(b) and in Section 2.08(f). In such event, the Borrower shall,
within three Business Days after such Net Proceeds are received, prepay Term
Borrowings, Incremental Tranche A Borrowings and, if provided for in the
applicable Additional Incremental Facility Agreement, Additional Incremental
Term Borrowings in an aggregate amount equal to the product of 100% (or, in the
case of any Prepayment Event referred to in clause (c) of the definition of
Prepayment Event, if, on the date on which any prepayment would otherwise be
made in respect of such Prepayment Event either (i) the Facilities shall be
rated not lower than BBB- by S&P and Baa3 by Moody's or (ii) the Total Leverage
Ratio as of such date is less than 3.5 to 1.0, 50%) of such Net Proceeds and the
Prepayment Portion in respect of such Prepayment Event (such product, the
"Prepayment Amount"); provided that, in the case of any event described in
clause (a) or (c) of the definition of Prepayment Event, if the Borrower shall
deliver to the Administrative Agent a certificate of a Financial Officer to the
effect that the Borrower intends to apply the Net Proceeds from such event (or a
portion thereof specified in such certificate) to invest in the
Telecommunications Business of the Borrower and the other Restricted
Subsidiaries within 360 days of the receipt thereof and certifying that no
Default has occurred and is continuing, then no prepayment shall be required
pursuant to this paragraph in respect of the Net Proceeds in respect of such
event (or the portion of such Net Proceeds specified in such certificate, if
applicable) except to the extent of any such Net Proceeds therefrom that have
not been so applied by the end of such period, at which time a prepayment shall
be required in accordance with this paragraph (b).

         (c) Following the end of each fiscal year of the Borrower, commencing
with the fiscal year ending December 31, 2002, the Borrower shall prepay Term
Borrowings, Incremental Tranche A Borrowings and, if provided for in the
applicable Additional Incremental Facility Agreement, Additional Incremental
Term Borrowings in an aggregate amount equal to the product of (i) 50% of Excess
Cash Flow for such fiscal year and (ii) the Prepayment Portion in respect of
such Excess Cash Flow (such product, the "Excess Cash Flow Prepayment Amount");
provided that if, on the date on which any prepayment would otherwise be made
pursuant to this Section 2.11(c), either (i) the Facilities shall be rated not
lower than BBB- by S&P and Baa3 by Moody's or (ii) the Total Leverage Ratio as
of such date is less than 3.5 to 1.0, no such prepayment shall be required
pursuant to this Section 2.11(c). Each prepayment pursuant to this paragraph
shall be made on or before the date on which financial statements are delivered
pursuant to Section 5.01 with respect to the fiscal year for which Excess Cash
Flow is being calculated (and in any event within 90 days after the end of such
fiscal year).

         (d) If, on any date, the aggregate Revolving Exposures of all Lenders
exceeds the aggregate Revolving Commitments of all Lenders, or the aggregate
principal amount of the Additional Incremental Revolving Loans of any Class of
all Lenders exceeds the aggregate Additional Incremental Revolving Commitments
of such Class of all Lenders, the Borrower shall immediately prepay Revolving
Loans or Additional Incremental Revolving Loans of such Class, as the case may
be (and, to the extent that any such excess remains after all Revolving Loans
have been prepaid, deposit cash collateral with



                                       44
<PAGE>

the Administrative Agent to secure outstanding LC Exposure), in an amount equal
to such excess.

         (e) Prior to any optional or mandatory prepayment of Borrowings
hereunder, the Borrower shall select the Borrowing or Borrowings to be prepaid
and shall specify such selection in the notice of such prepayment pursuant to
Section 2.11(f); provided that each prepayment of Borrowings of any Class shall
be applied to prepay ABR Borrowings of such Class before any other Borrowings of
such Class.

         (f) The Borrower shall notify the Administrative Agent (and, in the
case of prepayment of a Swingline Loan, the applicable Swingline Lender) by
telephone (confirmed by telecopy) of any prepayment hereunder (i) in the case of
prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., Dallas, Texas
time, three Business Days before the date of prepayment, (ii) in the case of
prepayment of an ABR Borrowing, not later than 11:00 a.m., Dallas, Texas time,
one Business Day before the date of prepayment or (iii) in the case of
prepayment of a Swingline Loan, not later than 12:00 noon, Dallas, Texas time,
on the date of prepayment. Each such notice shall be irrevocable and shall
specify the prepayment date, the principal amount of each Borrowing or portion
thereof to be prepaid and, in the case of a mandatory prepayment, a reasonably
detailed calculation of the amount of such prepayment; provided that, if a
notice of optional prepayment is given in connection with a conditional notice
of termination of the Revolving Commitments or any Additional Incremental
Revolving Commitments as contemplated by Section 2.08, then such notice of
prepayment may be revoked if such notice of termination is revoked in accordance
with Section 2.08. Promptly following receipt of any such notice (other than a
notice relating solely to Swingline Loans), the Administrative Agent shall
advise the Lenders of the contents thereof. Each partial prepayment of any
Borrowing shall be in an amount that would be permitted in the case of an
advance of a Borrowing of the same Type as provided in Section 2.02, except as
necessary to apply fully the required amount of a mandatory prepayment. Each
prepayment of a Borrowing shall be applied ratably to the Loans included in the
prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the
extent required by Section 2.13.

         SECTION 2.12. Fees. (a) The Borrower agrees to pay to the
Administrative Agent (i) in the case of Revolving Commitments and Term
Commitments for the account of each Lender fees for each day during the period
from and including the Effective Date to but excluding the date on which such
Commitment terminates at a rate equal to the applicable Commitment Fee Rate for
such day, (ii) in the case of Incremental Tranche A Commitments for the account
of each Incremental Tranche A Lender fees for each day during the period from
and including the Amendment No. 5 Effective Date but excluding the Incremental
Tranche A Commitment Termination Date at a rate equal to the applicable
Commitment Fee Rate for such day and (iii) in the case of any Additional
Incremental Facility Commitment, the rate set forth in the applicable Additional
Incremental Facility Agreement for such day, in each case on the unused amount
of each Commitment of such Lender on such day (collectively, the "COMMITMENT
FEES"). Accrued Commitment Fees shall be payable in arrears on the last day of
March, June, September and December of each year and on the date on which the
applicable Commitments terminate, commencing on the first such date to occur
after the date hereof. All Commitment Fees shall be computed on the basis of a
year of 360 days and shall be payable for the actual number of days elapsed
(including the first day but excluding the last day). For purposes of computing
commitment fees with respect to Revolving Commitments, a Revolving Commitment of
a Lender shall be deemed to be used to the extent of the



                                       45
<PAGE>

outstanding Revolving Loans and LC Exposure of such Lender (and the Swingline
Exposure of such Lender shall be disregarded for such purpose).

         (b) The Borrower agrees to pay (i) to the Administrative Agent for the
account of each Revolving Lender a participation fee with respect to its
participations in Letters of Credit for each day during the period from and
including the Effective Date to but excluding the later of the date on which
such Lender's Revolving Commitment terminates and the date on which such Lender
ceases to have any LC Exposure, which fee shall accrue at a rate equal to the
Applicable Margin on Eurodollar Revolving Loans for such day on the amount of
such Lender's LC Exposure on such day (excluding any portion thereof
attributable to unreimbursed LC Disbursements) and (ii) to the applicable
Issuing Bank a fronting fee in respect of Letters of Credit issued by such
Issuing Bank for each day during the period from and including the Effective
Date to but excluding the later of the date of termination of the Revolving
Commitments and the date on which there ceases to be any LC Exposure in respect
of Letters of Credit issued by such Issuing Bank, which shall accrue at the rate
or rates per annum separately agreed upon between the Borrower and such Issuing
Bank on the amount of the LC Exposure on such day (excluding any portion thereof
attributable to unreimbursed LC Disbursements) in respect of Letters of Credit
issued by such Issuing Bank, as well as the Issuing Bank's standard fees with
respect to the issuance, amendment, renewal or extension of any Letter of Credit
or processing of drawings thereunder. Participation fees and fronting fees
accrued through and including the last day of March, June, September and
December of each year shall be payable on the third Business Day following such
last day, commencing on the first such date to occur after the Effective Date;
provided that all such fees shall be payable on the date on which the Revolving
Commitments terminate and any such fees accruing after the date on which the
Revolving Commitments terminate shall be payable on demand. Any other fees
payable to an Issuing Bank pursuant to this paragraph shall be payable within 10
days after demand. All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

         (c) The Borrower agrees to pay to the Administrative Agent, for its own
account, fees in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

         (d) All fees payable hereunder shall be paid on the dates due, in
immediately available funds, to the Administrative Agent (or to the applicable
Issuing Bank, in the case of fees payable to it) for distribution, in the case
of Commitment Fees and participation fees, to the Lenders entitled thereto. Fees
paid shall not be refundable under any circumstances.

         SECTION 2.13. Interest. (a) The Loans comprising each ABR Borrowing
shall bear interest at the Alternate Base Rate plus (i) in the case of any ABR
Borrowing under the Revolving Facility, the Term Facility or the Incremental
Facility (including each Swingline Loan), the ABR Spread and, if applicable to
any loan (other than an Incremental Term Loan), the Leverage Premium (each as
set forth in "Applicable Margin") and (ii) in the case of any ABR Borrowing
under any Additional Incremental Facility, the Applicable Margin for ABR
Borrowings set forth in the applicable Additional Incremental Facility
Agreement.



                                       46
<PAGE>

         (b) The Loans comprising each Eurodollar Borrowing shall bear interest
at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing
plus (i) in the case of any Eurodollar Borrowing under the Revolving Facility,
the Term Facility or the Incremental Facility, the Eurodollar Spread and, if
applicable to any loan (other than an Incremental Term Loan), the Leverage
Premium (each as set forth in "Applicable Margin") and (ii) in the case of any
Eurodollar Borrowing under any Additional Incremental Facility, the Applicable
Margin for Eurodollar Borrowings set forth in the applicable Additional
Incremental Facility Agreement.

         (c) Notwithstanding the foregoing, if any principal of or interest on
any Loan or any fee or other amount payable by the Borrower hereunder is not
paid when due, whether at stated maturity, upon acceleration or otherwise, such
overdue amount shall bear interest, after as well as before judgment, at a rate
per annum equal to (i) in the case of overdue principal of any ABR Loan under
the Revolving Facility, the Term Facility or the Incremental Facility, 2% plus
the highest Applicable Margin for ABR Loans plus the ABR, (ii) in the case of
overdue principal of any Eurodollar Loan under the Revolving Facility, the Term
Facility or the Incremental Facility, the higher of (x) 2% plus the highest
Applicable Margin for Eurodollar Loans plus the Adjusted LIBO Rate applicable to
such Eurodollar Loan on the day before payment was due and (y) the sum of 2%
plus the highest Applicable Margin for ABR Loans plus the ABR, (iii) in the case
of overdue principal of or overdue interest on any Additional Incremental Loan
of any Class, the rate set forth in the applicable Additional Incremental
Facility Agreement and (iv) in the case of any other amount, 2% plus the rate
applicable to ABR Revolving Loans as provided in Section 2.13(a).

         (d) Accrued interest on each Loan shall be payable in arrears on each
Interest Payment Date for such Loan and, in the case of Revolving Loans, upon
termination of the Revolving Commitments; provided that (i) interest accrued
pursuant to Section 2.13(c) shall be payable on demand, (ii) in the event of any
repayment or prepayment of any Loan (other than a prepayment of an ABR Revolving
Loan prior to the end of the Revolving Availability Period), accrued interest on
the principal amount repaid or prepaid shall be payable on the date of such
repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor,
accrued interest on such Loan shall be payable on the effective date of such
conversion.

         (e) All interest hereunder shall be computed on the basis of a year of
360 days, except that interest computed by reference to the Alternate Base Rate
at times when the Alternate Base Rate is based on the Prime Rate shall be
computed on the basis of a year of 365 days (or 366 days in a leap year), and in
each case shall be payable for the actual number of days elapsed (including the
first day but excluding the last day). The applicable Alternate Base Rate or
Adjusted LIBO Rate shall be determined by the Administrative Agent, and such
determination shall be conclusive absent manifest error.

         SECTION 2.14. Alternate Rate of Interest. If prior to the commencement
of any Interest Period for a Eurodollar Borrowing:



                                       47
<PAGE>

         (a) the Administrative Agent determines (which determination shall be
conclusive absent manifest error) that adequate and reasonable means do not
exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

         (b) the Administrative Agent is advised by the Required Lenders that
the Adjusted LIBO Rate for such Interest Period will not adequately and fairly
reflect the cost to such Lenders (or Lender) of making or maintaining their
Loans (or its Loan) included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower and the
Lenders by telephone or telecopy as promptly as practicable thereafter and,
until the Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or
continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective
and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such
Borrowing shall be made as an ABR Borrowing.

         SECTION 2.15. Increased Costs.

         (a) If any Change in Law shall:

                  (i) impose, modify or deem applicable any reserve, special
         deposit or similar requirement against assets of, deposits with or for
         the account of, or credit extended by, any Lender (except any such
         reserve requirement reflected in the Adjusted LIBO Rate), Swingline
         Lender or Issuing Bank; or

                  (ii) impose on any Lender, Swingline Lender or Issuing Bank or
         the London interbank market any other condition affecting this
         Agreement or Eurodollar Loans made by such Lender or any Letter of
         Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost (other than
Taxes) to such Lender of making or maintaining any Eurodollar Loan (or of
maintaining its obligation to make any such Loan) or to increase the cost to
such Lender, Swingline Lender or Issuing Bank of participating in, issuing or
maintaining any Letter of Credit or to reduce the amount of any sum received or
receivable by such Lender, Swingline Lender or Issuing Bank hereunder (whether
of principal, interest or otherwise), then the Borrower will pay to such Lender,
Swingline Lender or Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender, Swingline Lender or Issuing Bank, as the
case may be, for such additional costs incurred or reduction suffered.

         (b) If any Lender, Swingline Lender or Issuing Bank determines that any
Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's, Swingline Lender's or Issuing
Bank's capital or on the capital of such Lender's, Swingline Lender's or Issuing
Bank's holding company, if any, as a consequence of this Agreement or the Loans
made by, or participations in Letters of Credit held by, such Lender or
Swingline Lender, or the Letters of Credit issued by such Issuing Bank, to a
level below that which such Lender, Swingline Lender or Issuing Bank or such
Lender's, Swingline Lender's or Issuing Bank's holding company could have
achieved but for such Change in Law (taking into consideration such Lender's,
Swingline Lender's or Issuing Bank's policies and the policies of such Lender's,
Swingline Lender's or Issuing Bank's holding company with respect to capital
adequacy), then from time to time the Borrower will pay to such Lender,
Swingline Lender or Issuing Bank, as the case may be, such additional amount or
amounts as will compensate such Lender, Swingline Lender or Issuing Bank or such
Lender's, Swingline Lender's or Issuing Bank's holding company for any such
reduction suffered.



                                       48
<PAGE>

         (c) A certificate of a Lender, Swingline Lender or Issuing Bank setting
forth the amount or amounts necessary to compensate such Lender, Swingline
Lender or Issuing Bank or its holding company, as the case may be, as specified
in Section 2.15(a) or 2.15(b) shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender or such
Issuing Bank, as the case may be, the amount shown as due on any such
certificate within 10 days after receipt thereof.

         (d) Failure or delay on the part of any Lender, Swingline Lender or
Issuing Bank to demand compensation pursuant to this Section shall not
constitute a waiver of such Lender's, Swingline Lender's or Issuing Bank's right
to demand such compensation; provided that the Borrower shall not be required to
compensate a Lender, Swingline Lender or Issuing Bank pursuant to this Section
for any increased costs or reductions incurred more than 120 days prior to the
date that such Lender, Swingline Lender or Issuing Bank, as the case may be,
notifies the Borrower of the Change in Law giving rise to such increased costs
or reductions and of such Lender's, Swingline Lender's or Issuing Bank's
intention to claim compensation therefor; provided further that, if the Change
in Law giving rise to such increased costs or reductions is retroactive, then
the 120-day period referred to above shall be extended to include the period of
retroactive effect thereof.

         SECTION 2.16. Break Funding Payments. In the event of (a) the payment
of any principal of any Eurodollar Loan other than on the last day of an
Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Loan on the date specified in any notice delivered
pursuant hereto (regardless of whether such notice may be revoked under Section
2.11(f) and is revoked in accordance therewith), or (d) the assignment of any
Eurodollar Loan other than on the last day of the Interest Period applicable
thereto as a result of a request by the Borrower pursuant to Section 2.19, then,
in any such event, the Borrower shall compensate each Lender for the loss, cost
and expense attributable to such event. In the case of a Eurodollar Loan, such
loss, cost or expense to any Lender shall be deemed to include an amount
determined by such Lender to be the excess, if any, of (i) the amount of
interest which would have accrued on the principal amount of such Loan had such
event not occurred, at the rate that would have been applicable to such Loan,
for the period from the date of such event to the last day of the then current
Interest Period therefor (or, in the case of a failure to borrow, convert or
continue, for the period that would have been the Interest Period for such
Loan), over (ii) the amount of interest which would accrue on such principal
amount for such period at the interest rate which such Lender would bid were it
to bid, at the commencement of such period, for dollar deposits of a comparable
amount and period from other banks in the eurodollar market. A certificate of
any Lender setting forth any amount or amounts that such Lender is entitled to
receive pursuant to this Section shall be delivered to the Borrower and shall be
conclusive absent manifest error. The Borrower shall pay such Lender the amount
shown as due on any such certificate within 10 days after receipt thereof.

         SECTION 2.17. Taxes. (a) Any and all payments by or on account of any
obligation of the Borrower hereunder or under any other Loan Document shall be
made free and clear of and without deduction for any Indemnified Taxes or Other
Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other Taxes from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or Issuing Bank (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower shall pay
the full amount deducted to the relevant Governmental Authority in accordance
with applicable law.



                                       49
<PAGE>

         (b) In addition, the Borrower shall pay any Other Taxes to the relevant
Governmental Authority in accordance with applicable law.

         (c) The Borrower shall indemnify the Administrative Agent, each Lender
and Issuing Bank, within 15 days after the date of receipt of a written demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes paid by
the Administrative Agent, such Lender or such Issuing Bank, as the case may be,
on or with respect to any payment by or on account of any obligation of the
Borrower hereunder or under any other Loan Document (including Indemnified Taxes
or Other Taxes imposed or asserted on or attributable to amounts payable under
this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the Borrower by a Lender or Issuing Bank, or by the
Administrative Agent on its own behalf or on behalf of a Lender or Issuing Bank,
shall be conclusive absent manifest error.

         (d) As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by the Borrower to a Governmental Authority, the Borrower shall
deliver to the Administrative Agent the original or a certified copy of a
receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably
satisfactory to the Administrative Agent.

         (e) Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which the
Borrower is located, or any treaty to which such jurisdiction is a party, with
respect to payments under this Agreement shall deliver to the Borrower (with a
copy to the Administrative Agent), on or prior to the first payment by the
Borrower under this Agreement to such Foreign Lender or Participant and from
time to time thereafter as prescribed by applicable law, such properly completed
and executed documentation prescribed by applicable law or reasonably requested
by the Borrower as will permit such payments to be made without withholding or
at a reduced rate.

         (f) If any Lender determines, in its sole discretion, that it has
received a refund of any Taxes or Other Taxes as to which it has been
indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.17, it shall pay over such refund
to the Borrower (but only to the extent of indemnity payments made, or
additional amounts paid, by the Borrower under this Section 2.17 with respect to
the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket
expenses of the Lender without interest (other than any interest paid by the
relevant Governmental Authority with respect to such refund); provided, however,
that the Borrower, upon request of such Lender, agrees to repay the amount paid
over to the Borrower (plus any penalties, interest or other charges imposed by
the relevant Governmental Authority) to the Lender in the event such Lender is
required to repay such refund to such Governmental Authority. Nothing contained
in this Section 2.17(f) shall



                                       50
<PAGE>

require any Lender to make available its tax returns (or any other information
relating to its taxes which it deems confidential) to the Borrower or any other
Person.

         (g) Notwithstanding anything expressed or implied to the contrary in
this Agreement or any other Loan Document (including any schedule or exhibit to
any of the foregoing), this Section 2.17 (and Section 10.04 insofar as it
relates to this Section 2.17) shall constitute the complete and exclusive
understanding of the parties in respect of all matters relating to any Taxes
(including interest thereon, additions thereto and penalties in connection
therewith).

         SECTION 2.18. Payments Generally; Pro Rata Treatment; Sharing of
Set-offs. (a) The Borrower shall make each payment required to be made by it
hereunder or under any other Loan Document (whether of principal, interest, fees
or reimbursement of LC Disbursements, or of amounts payable under Section 2.15,
2.16 or 2.17, or otherwise) prior to 1:00 p.m., Dallas, Texas time, on the date
when due, in immediately available funds, without set-off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon. All such payments
shall be made to the Administrative Agent at its offices at Dallas, Texas,
except that payments pursuant to Sections 2.15, 2.16, 2.17 and 10.03 shall be
made directly to the Persons entitled thereto and payments pursuant to other
Loan Documents shall be made to the Persons specified therein. The
Administrative Agent shall distribute any such payments received by it for the
account of any other Person to the appropriate recipient promptly following
receipt thereof. If any payment under any Loan Document shall be due on a day
that is not a Business Day, the date for payment shall be extended to the next
succeeding Business Day (unless, in the case of payments in respect of
Eurodollar Loans, such next succeeding Business Day would fall in the next
calendar month, in which case such payment shall be due on the next preceding
Business Day), and, in the case of any payment accruing interest, interest
thereon shall be payable for the period of such extension. All payments under
each Loan Document shall be made in dollars.

         (b) If at any time insufficient funds are received by and available to
the Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

         (c) If any Lender shall, by exercising any right of set-off or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans (other than Swingline Loans) or participations in
LC Disbursements or Swingline Loans resulting in such Lender receiving payment
of a greater proportion of the aggregate amount of its Loans (other than
Swingline Loans) and participations in LC Disbursements and Swingline Loans and
accrued interest thereon than the proportion received by any other Lender, then
the Lender receiving such greater proportion shall purchase (for cash at face
value) participations in the Loans (other than Swingline Loans) and
participations in LC Disbursements and Swingline Loans of other Lenders to the
extent necessary so that the benefit of all such payments shall be shared by the
Lenders ratably in accordance with the aggregate amount of principal of and
accrued interest on their respective Loans (other than Swingline Loans) and
participations in LC



                                       51
<PAGE>

Disbursements and Swingline Loans; provided that (i) if any such participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement (including without limitation pursuant to Section 2.11) or any payment
obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Loans or participations in LC Disbursements to any
assignee or participant, other than to the Borrower or any Subsidiary or
Affiliate thereof (as to which the provisions of this paragraph shall apply).
The Borrower consents to the foregoing and agrees, to the extent it may
effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against the
Borrower rights of set-off and counterclaim with respect to such participation
as fully as if such Lender were a direct creditor of the Borrower in the amount
of such participation.

         (d) Unless the Administrative Agent shall have received notice from the
Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders or an Issuing Bank hereunder that the
Borrower will not make such payment, the Administrative Agent may assume that
the Borrower has made such payment on such date in accordance herewith and may,
in reliance upon such assumption, distribute to the Lenders or the applicable
Issuing Bank or Banks, as the case may be, the amount due. In such event, if the
Borrower has not in fact made such payment, then each of the Lenders or Issuing
Banks, as the case may be, severally agrees to repay to the Administrative Agent
forthwith on demand the amount so distributed to such Lender or Issuing Bank
with interest thereon, for each day from and including the date such amount is
distributed to it to but excluding the date of payment to the Administrative
Agent, at the greater of the Federal Funds Effective Rate and a rate determined
by the Administrative Agent in accordance with banking industry rules on
interbank compensation.

         (e) If any Lender shall fail to make any payment required to be made by
it pursuant to Section 2.04(c), 2.05(d) or 2.05(e), 2.06(b), 2.18(d) or
10.03(c), then the Administrative Agent may, in its discretion (notwithstanding
any contrary provision hereof), apply any amounts thereafter received by the
Administrative Agent for the account of such Lender to satisfy such Lender's
obligations under such Sections until all such unsatisfied obligations are fully
paid.

         SECTION 2.19. Mitigation Obligations; Replacement of Lenders. (a) If
any Lender requests compensation under Section 2.15, or if the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the judgment
of such Lender, such designation or assignment (i) would eliminate or reduce
amounts payable pursuant to Section 2.15 or 2.17, as the case may be, in the
future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrower
hereby agrees to pay all reasonable costs and expenses incurred by any Lender in
connection with any such designation or assignment.



                                       52
<PAGE>

         (b) If any Lender requests compensation under Section 2.15, or if the
Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.17,
or if any Lender defaults in its obligation to fund Loans hereunder, then the
Borrower may, at its sole expense and effort, upon notice to such Lender and the
Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in
Section 10.04), all its interests, rights and obligations under this Agreement
to an assignee that shall assume such obligations (which assignee may be another
Lender, if a Lender accepts such assignment); provided that (i) the Borrower
shall have received the prior written consent of the Administrative Agent (and,
if a Revolving Commitment is being assigned, the Issuing Bank and Swingline
Lender), which consent shall not unreasonably be withheld, (ii) such Lender
shall have received payment of an amount equal to the outstanding principal of
its Loans and participations in LC Disbursements and Swingline Loans, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder,
from the assignee (to the extent of such outstanding principal and accrued
interest and fees) or the Borrower (in the case of all other amounts) and (iii)
in the case of any such assignment resulting from a claim for compensation under
Section 2.15 or payments required to be made pursuant to Section 2.17, such
assignment will result in a reduction in such compensation or payments. A Lender
shall not be required to make any such assignment and delegation if, prior
thereto, (i) as a result of a waiver by such Lender or otherwise, the
circumstances entitling the Borrower to require such assignment and delegation
cease to apply or (ii) such Lender elects to withdraw its request.

         SECTION 2.20. Additional Incremental Facilities and Commitments. (a) At
any time prior to December 31, 2002, and so long as no Default or Event of
Default shall have occurred and be continuing or would result therefrom, the
Borrower may request, on one or more occasions, by notice to the Administrative
Agent and the Incremental Facility Arrangers, that one or more Lenders (and/or
one or more other Persons which shall become Lenders as provided in Section
2.20(d) below) provide one or more additional facilities (each, an "Additional
Incremental Facility"), each of which shall provide for commitments (the
"Additional Incremental Commitments") in an aggregate amount of not less than
$100,000,000 and all of which Additional Incremental Facilities shall provide
for Additional Incremental Commitments in an aggregate amount not in excess of
$500,000,000; provided that no Lender shall have any obligation to provide any
Additional Incremental Commitment and any Lender (or any other Person which
becomes a Lender pursuant to Section 2.20(d) below) may provide Additional
Incremental Commitments without the consent of any other Lender.

         (b) The maturity date, scheduled amortization and commitment
reductions, mandatory prepayments and commitment reductions, interest rate,
minimum borrowings and prepayments, commitment fees and other amounts payable in
respect of any Additional Incremental Facility, and certain agent
determinations, shall be as set forth in an agreement (an "Additional
Incremental Facility Agreement") among the Loan Parties, the Administrative
Agent, each Incremental Facility Arranger (but only if it is acting in the
capacity of joint lead arranger with respect to such Additional Incremental
Facility) and the Lenders and other Persons agreeing to provide Additional
Incremental Commitments thereunder; provided that any term Incremental Loans
(the "Additional Incremental Term Loans") shall have a Weighted Average Life to
Maturity of no less than the Weighted Average Life to Maturity of the Term Loans
then outstanding and any revolving Incremental Commitment (the "Additional
Incremental Revolving



                                       53
<PAGE>

Commitments" and any loans made pursuant thereto, the "Additional Incremental
Revolving Loans") shall have a Weighted Average Life to Maturity of not less
than the Weighted Average Life to Maturity of the Revolving Commitments then
outstanding.

         (c) [Intentionally deleted]

         (d) The effectiveness of any Additional Incremental Facility to be
created under this Section 2.20, and the obligation of any Lender or other
Person providing any Additional Incremental Commitment thereunder to make any
Additional Incremental Loans pursuant thereto, is subject to, in addition to the
conditions set forth in Article 4, the satisfaction of each of the following
conditions: each Loan Party, the Administrative Agent, each Incremental Facility
Arranger (but only if it is acting in the capacity of joint lead arranger with
respect to such Additional Incremental Facility) and each Lender or other Person
providing Additional Incremental Commitments thereunder (each, an "Additional
Incremental Lender") shall have executed and delivered to the Administrative
Agent an Additional Incremental Facility Agreement with respect to such
Additional Incremental Facility, (x) the Administrative Agent shall have
received, and (y) the Administrative Agent shall have received for the
respective accounts of any other agents and the Additional Incremental Lenders,
all fees and other amounts payable by the Borrower in respect of such Additional
Incremental Facility on or prior to such date of effectiveness and the
Administrative Agent (or its counsel) shall have received such documents and
certificates, and such legal opinions, as the Administrative Agent and the
Incremental Facility Arrangers or their counsel shall reasonably request,
including documents, certificates and legal opinions relating to the
organization, existence and good standing of each Loan Party, the authorization
of such Additional Incremental Facility and other legal matters relating to the
Loan Parties or the Loan Documents (including the applicable Additional
Incremental Facility Agreement). The Administrative Agent shall notify each
Lender as to the effectiveness of each Additional Incremental Facility
hereunder.

                                    ARTICLE 3

                         REPRESENTATIONS AND WARRANTIES

         Each of Holdings and the Borrower represents and warrants to the
Lenders that:

         SECTION 3.1. Organization; Powers. Each of Holdings and the Restricted
Subsidiaries is duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has all requisite power and
authority to carry on its business as now conducted and, except where the
failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, is qualified to do business in,
and is in good standing in, every jurisdiction where such qualification is
required.

         SECTION 3.2. Authorization; Enforceability. The Transactions to be
entered into by each Loan Party are within such Loan Party's corporate powers
and have been duly authorized by all necessary corporate and, if required,
stockholder action. This Agreement has been duly executed and delivered by each
of Holdings and the Borrower and constitutes, and each other Loan Document to
which any Loan Party is to be a party, when executed and delivered by such Loan
Party, will constitute, a legal, valid and binding obligation of Holdings, the
Borrower or such Loan Party (as the case may be), enforceable in accordance with
its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors' rights generally and subject to
general principles of equity, regardless of whether considered in a proceeding
in equity or at law.

         SECTION 3.3. Governmental Approvals; No Conflicts. The Transactions (a)
do not require any consent or approval of, registration or filing with, or any
other action by, any Governmental Authority,



                                       54
<PAGE>

except such as have been obtained or made and are in full force and effect and
except filings necessary to perfect Liens created under the Loan Documents (if
any), (b) will not violate any applicable law or regulation or the charter,
by-laws or other organizational documents of Holdings or any Restricted
Subsidiary or any order of any Governmental Authority, (c) will not violate or
result in a default under any indenture, agreement or other instrument binding
upon Holdings or any Restricted Subsidiary or any of their respective assets, or
give rise to a right thereunder to require any payment to be made by Holdings or
any Restricted Subsidiary, and (d) will not result in the creation or imposition
of any Lien on any asset of Holdings or any Restricted Subsidiary, except Liens
created under the Loan Documents (if any).

         SECTION 3.4. Financial Condition; No Material Adverse Change. (a)
Holdings has heretofore furnished to the Lenders Holdings' consolidated balance
sheet and statements of operations, stockholders equity and cash flows as of and
for the fiscal years ended December 31, 1998, December 31, 1999 and December 31,
2000, reported on by Ernst & Young LLP, independent public accountants. Such
financial statements present fairly, in all material respects, the financial
position and results of operations and cash flows of Holdings and the
Subsidiaries as of such dates and for such periods in accordance with GAAP.

         (b) Holdings has heretofore furnished to the Lenders its pro forma
consolidated balance sheet as of December 31, 2000 and projected pro forma
statements of operations and cash flows for the fiscal year ended December 31,
2001, prepared giving effect to (x) the Transactions under the Incremental
Facility and the Structured Note Financing and (y) the transactions described in
clause (x) and, in addition, the sale of its Williams Communications Solutions
business unit, as if such events had occurred on such date or on the first day
of such fiscal year, as the case may be. Such projected pro forma consolidated
balance sheets and statements of operations and cash flows (i) have been
prepared in good faith based on the same assumptions used to prepare the pro
forma financial statements included in the Information Memorandum (which
assumptions are believed by Holdings and the Borrower to be reasonable), (ii)
are based on the best information available to Holdings and the Borrower after
due inquiry, (iii) accurately reflect all adjustments necessary to give effect
to the Transactions under the Incremental Facility and the Structured Note
Financing and, in the case of one such set of financial statements, the sale of
its Williams Communications Solutions business unit, and (iv) present fairly, in
all material respects, the pro forma financial position of Holdings and the
Subsidiaries as of such date and for such periods as if the Transactions, the
Structured Note Financing and, in the case of one such set of financial
statements, the sale of its Williams Communications Solutions business unit had
occurred on such date or at the beginning of such period, as the case may be.

         (c) Except as disclosed in the financial statements referred to above
or the notes thereto or in the Information Memorandum and except for the
Disclosed Matters, after giving effect to the Transactions, none of Holdings or
any Restricted Subsidiary has, as of the Effective Date, any material contingent
liabilities, unusual material long-term commitments or unrealized material
losses.

         (d) The projections delivered to the Lenders on the Amendment No. 5
Effective Date (the "Projections") were based on assumptions believed by the
Borrower and Holdings in good faith to be reasonable when made and as of their
date represented the Borrower's and Holdings' good faith estimate of future
performance of Holdings and the Subsidiaries and of the Borrower and its
consolidated subsidiaries.



                                       55
<PAGE>

         (e) Since December 31, 2000, there has been no Material Adverse Change.

         SECTION 3.5. Properties. (a) Each of Holdings and the Restricted
Subsidiaries has good title to, or valid leasehold interests in, all its real
and personal property material to its business (including its Mortgaged
Properties, if any), except for minor defects in title that do not interfere
with its ability to conduct its business as currently conducted or to utilize
such properties for their intended purposes. None of the properties and assets
of Holdings or any Restricted Subsidiary is subject to any Lien other than
Permitted Encumbrances, Liens created by the Collateral Documents (if any) and
other Liens permitted under Section 6.02.

         (b) Each of Holdings and the Subsidiaries owns, or is licensed to use,
all trademarks, trade names, copyrights, patents and other intellectual property
material to its business, and the use thereof by Holdings and the Subsidiaries
does not infringe upon the rights of any other Person, except for any such
infringements that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect.

         (c) Schedule 3.05 sets forth the address of each real property that is
owned or leased by Holdings, the Borrower or any other Loan Party (other than
the Parent) as of the Effective Date after giving effect to the Transactions.

         SECTION 3.6. Litigation and Environmental Matters. (a) There are no
actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of Holdings or the Borrower,
threatened against or affecting Holdings or any Subsidiary (i) as to which there
is a reasonable possibility of an adverse determination and that, if adversely
determined, could reasonably be expected, individually or in the aggregate, to
result in a Material Adverse Effect (other than the Disclosed Matters) or (ii)
that involve any of the Loan Documents or the Transactions.

         (b) Except for the Disclosed Matters and except with respect to any
other matters that, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect, neither Holdings nor any
Subsidiary (i) has failed to comply with any Environmental Law or to obtain,
maintain or comply with any permit, license or other approval required under any
Environmental Law, (ii) has become subject to any Environmental Liability, (iii)
has received written notice of any claim with respect to any Environmental
Liability or (iv) knows of any basis for any violations of any Environmental Law
or any release, threatened release or exposure to any Hazardous Materials that
is likely to form the basis of any Environmental Liability.

         (c) Since the date of this Agreement, there has been no change in the
status of the Disclosed Matters that, individually or in the aggregate, has
resulted in, or materially increased the likelihood of, a Material Adverse
Effect.

         SECTION 3.7. Compliance with Laws and Agreements. Each of Holdings and
the Subsidiaries is in compliance with all laws, regulations and orders of any
Governmental Authority applicable to it or its property and all indentures,
agreements and other instruments binding upon it or its property, except where
the failure to do so, individually or in the aggregate, could not reasonably be
expected to result in a Material Adverse Effect. No Default has occurred and is
continuing.

         SECTION 3.8. Investment and Holding Company Status. Neither Holdings
nor any Restricted Subsidiary is (a) an "investment company" as defined in, or
subject to regulation under, the Investment Company Act of 1940 or (b) a
"holding company" as defined in, or subject to regulation under, the Public
Utility Holding Company Act of 1935.



                                       56
<PAGE>

         SECTION 3.9. Taxes. Each of Holdings and the Subsidiaries has timely
filed or caused to be filed (or the Parent has filed or caused to be filed) all
Tax returns and reports required to have been filed and has paid or caused to be
paid (or the Parent has paid or caused to be paid) all Taxes required to have
been paid by or with respect to it, except (a) Taxes that are being contested in
good faith by appropriate proceedings and for which Holdings or such Subsidiary,
as applicable, has set aside on its books adequate reserves or (b) to the extent
that the failure to do so could not reasonably be expected to result in a
Material Adverse Effect.

         SECTION 3.10. ERISA. No ERISA Event has occurred or is reasonably
expected to occur that, when taken together with all other such ERISA Events for
which liability is reasonably expected to occur, could reasonably be expected to
result in a Material Adverse Effect. The present value of all accumulated
benefit obligations under each Plan (based on the assumptions used for purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the date
of the most recent financial statements reflecting such amounts, exceed by more
than $25,000,000 the fair market value of the assets of such Plan, and the
present value of all accumulated benefit obligations of all underfunded Plans
(based on the assumptions used for purposes of Statement of Financial Accounting
Standards No. 87) did not, as of the date of the most recent financial
statements reflecting such amounts, exceed by more than $25,000,000 the fair
market value of the assets of all such underfunded Plans.

         SECTION 3.11. Disclosure. Holdings and the Borrower have disclosed to
the Lenders all agreements, instruments and corporate or other restrictions to
which Holdings or any Restricted Subsidiary is subject, and all other matters
known to any of them, that, individually or in the aggregate, could reasonably
be expected to result in a Material Adverse Effect. Neither the Information
Memorandum nor any of the other reports, financial statements, certificates or
other information furnished by or on behalf of any Loan Party to any Agent or
any Lender in connection with the negotiation of this Agreement or any other
Loan Document or delivered hereunder or thereunder (as modified or supplemented
by other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not misleading;
provided that, with respect to projected financial information, Holdings and the
Borrower represent only that such information was prepared in good faith based
upon assumptions believed to be reasonable at the time.

         SECTION 3.12. Subsidiaries. Schedule 3.12 sets forth the name of, and
the direct or indirect ownership interest of Holdings or the Borrower in, each
Subsidiary and identifies each Subsidiary that is a Subsidiary Loan Party, in
each case as of the Effective Date.

         SECTION 3.13. Insurance. Schedule 3.13 sets forth a description of all
insurance maintained by or on behalf of Holdings and the Restricted Subsidiaries
as of the Effective Date. As of the Effective Date, all premiums in respect of
such insurance have been paid.

         SECTION 3.14. Labor Matters. As of the Effective Date, there are no
strikes, lockouts or slowdowns against Holdings or any Restricted Subsidiary
pending or, to the knowledge of Holdings or the Borrower, threatened. The hours
worked by and payments made to employees of Holdings and the Restricted
Subsidiaries have not been in violation of the Fair Labor Standards Act or any
other applicable Federal, state, local or foreign law dealing with such matters.
All payments due from Holdings or any Restricted Subsidiary, or for which any
claim may be made against Holdings or any Restricted Subsidiary, on account of
wages and employee health and welfare insurance and other benefits, have been
paid or accrued as a liability on the books of Holdings or such Restricted
Subsidiary. The consummation of the Transactions and the Reorganization has not
and will not give rise to any right of termination or right of renegotiation on
the part of any union under any collective bargaining agreement by which
Holdings or any Restricted Subsidiary is bound.

         SECTION 3.15. Solvency. Immediately after the consummation of the
Transactions to occur on the Effective Date and immediately following the making
of each Loan made on the Effective Date and after giving effect to the
application of the proceeds of such Loans, (a) the fair value of the assets of
each Loan Party will exceed its debts and liabilities, subordinated, contingent
or otherwise; (b) the present fair saleable



                                       57
<PAGE>

value of the property of each Loan Party will be greater than the amount that
will be required to pay the probable liability of its debts and other
liabilities, subordinated, contingent or otherwise, as such debts and other
liabilities become absolute and matured; (c) each Loan Party will be able to pay
its debts and liabilities, subordinated, contingent or otherwise, as such debts
and liabilities become absolute and matured; and (d) each Loan Party will not
have unreasonably small capital with which to conduct the business in which it
is engaged as such business is now conducted and is proposed to be conducted
following the Effective Date.

         SECTION 3.16. No Burdensome Restrictions. No contract, lease, agreement
or other instrument to which Holdings or any Restricted Subsidiary is a party or
by which any of their property is bound or affected, no charge, corporate
restriction, judgment, decree or order and no provision of applicable law or
governmental regulation could reasonably be expected to have Material Adverse
Effect.

         SECTION 3.17. Representations in Loan Documents True and Correct. As of
the dates when made and as of the Effective Date, each representation and
warranty of Holdings or any Restricted Subsidiary party thereto contained in any
Loan Document is true and correct.

                                    ARTICLE 4

                                   CONDITIONS

         SECTION 4.1. Effective Date. [Intentionally deleted]

         SECTION 4.2. Each Credit Event. The obligation of each Lender to make a
Loan on the occasion of any Borrowing, and of each Issuing Bank to issue, amend,
renew or extend any Letter of Credit, is subject to the satisfaction of the
following conditions:

         (a) The representations and warranties of each Loan Party set forth in
the Loan Documents (excluding Section 3.04(b)) shall be true and correct on and
as of the date of such Borrowing or the date of issuance, amendment, renewal or
extension of such Letter of Credit, as applicable.

         (b) At the time of and immediately after giving effect to such
Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing.

         Each Borrowing and each issuance, amendment, renewal or extension of a
Letter of Credit shall be deemed to constitute a representation and warranty by
Holdings and the Borrower on the date thereof as to the matters specified in
Sections 4.02(a), 4.02(b) and 4.03.

         SECTION 4.3. First Incremental Borrowing Date with Respect to the
Incremental Facility. The obligation of each Incremental Lender to make a Loan
on the occasion of the First Incremental Borrowing Date is subject to the
satisfaction of the following conditions (in addition to the conditions set
forth in Section 4.02):

         (a) The Spin-Off shall have been consummated.

         (b) The Initial Collateral Date shall have occurred (or shall occur on
the date of such Borrowing) and, prior to the making of any Loan on the occasion
of such Borrowing, Holdings and the Borrower shall have complied with all of the
provisions of Section 5.11A.

         (c) The First Incremental Borrowing Date shall be no later than the
date that is 180 days after the date of Amendment No. 5 Effective Date.



                                       58
<PAGE>

         (d) The Administrative Agent shall have received a certificate, in form
and substance reasonably satisfactory to the Administrative Agent, from the
Financial Officer of each of Holdings and the Borrower, certifying as to
compliance of the matters specified in Sections 4.03(a) and 4.03(b).

                                    ARTICLE 5

                              AFFIRMATIVE COVENANTS

         Until the Commitments have expired or been terminated and the principal
of and interest on each Loan and all fees payable hereunder shall have been paid
in full and all Letters of Credit shall have expired or terminated and all LC
Disbursements shall have been reimbursed, each of Holdings and the Borrower
covenants and agrees with the Lenders that:

         SECTION 5.1. Financial Statements and Other Information. Holdings and
the Borrower will furnish to the Administrative Agent and each Lender:

         (a) (i) within 90 days after the end of each fiscal year of Holdings,
its audited consolidated balance sheets and related audited consolidated
statements of operations, stockholders' equity and cash flows as of the end of
and for such fiscal year (including segment reporting with respect to each of
Holdings' and the Subsidiaries' business segments consistent with that provided
in the Notes Offering Registration Statement), setting forth in each case in
comparative form the figures for the previous fiscal year, all reported on by
Ernst & Young LLP or other independent public accountants of recognized national
standing (without a "going concern" or like qualification or exception and
without any qualification or exception as to the scope of such audit) to the
effect that such consolidated financial statements present fairly in all
material respects the financial condition and results of operations of Holdings
and the Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied, (ii) within 90 days after the end of each fiscal year of
the Borrower, its audited consolidated balance sheets and related audited
consolidated statements of operations, stockholders' equity and cash flows as of
the end of and for such fiscal year (including segment reporting with respect to
each of the Borrower's and its consolidated subsidiaries' business segments
consistent with that provided with respect to the Borrower's and its
consolidated subsidiaries' business segments in the Notes Offering Registration
Statement), setting forth in each case in comparative form the figures for the
previous fiscal year, all reported on by Ernst & Young LLP or other independent
public accountants of recognized national standing (without a "going concern" or
like qualification or exception and without any qualification or exception as to
the scope of such audit) to the effect that such consolidated financial
statements present fairly in all material respects the financial condition and
results of operations of the Borrower and its consolidated subsidiaries on a
consolidated basis in accordance with GAAP consistently applied and (iii) within
90 days after the end of each fiscal year of Holdings and the Borrower, (x)
supplemental unaudited balance sheets and related unaudited statements of
operations, stockholders' equity and cash flows as of the end of and for such
fiscal year, setting forth in tabular form in each case the figures for the
previous year, for the Borrower and Holdings and the consolidating adjustments
with respect thereto and (y) segment reporting of EBITDA



                                       59
<PAGE>

and Adjusted EBITDA with respect to each business segment of Holdings and the
Subsidiaries and the Borrower and its consolidated subsidiaries consistent with
the business segments reported on in the Notes Offering Registration Statement;

         (b) (i) within 45 days after the end of each of the first three fiscal
quarters of each fiscal year of Holdings, unaudited consolidated and
consolidating balance sheets and related consolidated and consolidating
statements of operations, stockholders' equity and cash flows of Holdings and
the Subsidiaries as of the end of and for such fiscal quarter and the then
elapsed portion of the fiscal year, setting forth in each case in comparative
form the figures for the corresponding period or periods of the previous fiscal
year (or in the case of the balance sheet, as of the end of the previous fiscal
year) (including segment reporting with respect to each of Holdings' and the
Subsidiaries' business segments consistent with that provided in the Notes
Offering Registration Statement and also including segment reporting of EBITDA
and Adjusted EBITDA), all certified by a Financial Officer of Holdings as
presenting fairly in all material respects the financial condition and results
of operations of Holdings and the Subsidiaries on a consolidated basis in
accordance with GAAP consistently applied, subject to normal year-end audit
adjustments and the absence of footnotes and (ii) within 45 days after the end
of each of the first three fiscal quarters of each fiscal year of the Borrower,
unaudited consolidated balance sheets and related statements of operations,
stockholders' equity and cash flows of the Borrower and its consolidated
subsidiaries as of the end of and for such fiscal quarter and the then elapsed
portion of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of the previous fiscal year (or,
in the case of the balance sheet, as of the end of the previous fiscal year)
(including segment reporting with respect to each of the Borrower's and its
consolidated subsidiaries' business segments consistent with that provided with
respect to the Borrower's and its consolidated subsidiaries' business segments
in the Notes Offering Registration Statement and also including segment
reporting of EBITDA and Adjusted EBITDA), all certified by a Financial Officer
of the Borrower as presenting fairly in all material respects the financial
condition and results of operations of the Borrower and its consolidated
subsidiaries on a consolidated basis in accordance with GAAP consistently
applied, subject to normal year-end audit adjustments and the absence of
footnotes;

         (c) concurrently with any delivery of financial statements under
Section 5.01(a) or 5.01(b) above, a certificate of a Financial Officer of the
Borrower (i) certifying as to whether a Default has occurred and, if a Default
has occurred, specifying the details thereof and any action taken or proposed to
be taken with respect thereto, (ii) setting forth in reasonable detail
calculations demonstrating (x) compliance with Section 6.08 and Sections 6.15
through 6.19, including, if applicable, calculations showing capital
contributions made by the Parent pursuant to Section 6.20 and the resulting
effects on the Borrower's compliance with Section 6.08 and Sections 6.15 through
6.19 and (y) Additional Capital at such date, including detail as to the sources
and uses of Additional Capital since June 30, 1999 and (iii) stating whether any
change in GAAP or in the application thereof has occurred since the date of
Holdings' audited financial statements referred to in Section 3.04 and, if any
such change has occurred, specifying the effect of such change on the financial
statements accompanying such certificate;



                                       60
<PAGE>

          (d) concurrently with any delivery of financial statements under
clause 5.01(a) above, a certificate of the accounting firm that reported on such
financial statements stating whether they obtained knowledge during the course
of their examination of such financial statements of any Default (which
certificate may be limited to the extent required by accounting rules or
guidelines);

          (e) as soon as practicable after approval by the Board of Directors of
the Parent and in any event not later than 120 days after the commencement of
each fiscal year of the Borrower, a consolidated and consolidating budget of
Holdings for such fiscal year and a consolidated budget of the Borrower for such
fiscal year (including projected consolidated (and, in the case of Holdings,
consolidating) balance sheets, related consolidated (and, in the case of
Holdings, consolidating) statements of projected operations and cash flow as of
the end of and for such fiscal year and segment information with respect to each
of Holdings' and the Subsidiaries' and the Borrower's and its consolidated
subsidiaries' business segments consistent with the categories of information
provided with respect to Holdings' and the Subsidiaries' business segments in
the Notes Offering Registration Statement, together with projected EBITDA and
Adjusted EBITDA for such segments) and, promptly when available, any significant
revisions of such budget;

         (f) promptly after the same become publicly available, copies of all
periodic and other reports, proxy statements and other materials filed by
Holdings or any Restricted Subsidiary with the Commission, or any Governmental
Authority succeeding to any or all of the functions of the Commission, or with
any national securities exchange, or distributed by Holdings to its shareholders
generally, as the case may be, except to the extent any such report, proxy
statement or other material is available electronically on a publicly-accessible
website; and

         (g) promptly following any request therefor, such other information
regarding the operations, business affairs and financial condition of Holdings
or any Restricted Subsidiary, or compliance with the terms of any Loan Document,
as the Administrative Agent or any Lender may reasonably request.

         SECTION 5.2. Notices of Material Events. Upon knowledge thereof,
Holdings or the Borrower will furnish to the Administrative Agent and each
Lender prompt written notice of the following:

         (a) the occurrence of any Default;

         (b) the filing or commencement of any action, suit or proceeding by or
before any arbitrator or Governmental Authority against or affecting Holdings,
the Borrower or any Affiliate thereof that could reasonably be expected to
result in a Material Adverse Effect;

         (c) the occurrence of any ERISA Event that, alone or together with any
other ERISA Events that have occurred, could reasonably be expected to result in
a Material Adverse Effect;



                                       61
<PAGE>

         (d) any other development that results in, or could reasonably be
expected to result in, a Material Adverse Effect.

         Each notice delivered under this Section shall be accompanied by a
statement of a Financial Officer or other executive officer of the Borrower
setting forth the details of the event or development requiring such notice and
any action taken or proposed to be taken with respect thereto.

         SECTION 5.3. Existence; Conduct of Business. Each of Holdings and the
Borrower will, and will cause each other Restricted Subsidiary to, (i) continue
to engage in business of the same general type as now conducted and (ii) do or
cause to be done all things necessary to preserve, renew and keep in full force
and effect its legal existence and the rights, licenses, permits, privileges,
franchises, patents, copyrights, trademarks and trade names material to the
conduct of its business; provided that the foregoing shall not prohibit any
merger, consolidation, liquidation or dissolution permitted under Section 6.03.

         SECTION 5.4. Payment of Obligations. Each of Holdings and the Borrower
(i) will, and will cause each other Restricted Subsidiary to, pay its
Indebtedness and other material obligations, including tax liabilities, before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
Holdings, the Borrower or such other Restricted Subsidiary has set aside on its
books adequate reserves with respect thereto in accordance with GAAP, (c) such
contest effectively suspends collection of the contested obligation and the
enforcement of any Lien securing such obligation and (d) the failure to make
payment pending such contest could not reasonably be expected to result in a
Material Adverse Effect and (ii) shall not breach, or permit any other
Restricted Subsidiary to breach, in any material respect, or permit to exist any
material default under, the terms of any material lease, commitment, contract,
instrument or obligation to which it is a party, or by which its properties or
assets are bound, except where the failure to do the foregoing would not in the
aggregate have a Material Adverse Effect.

         SECTION 5.5. Maintenance of Properties. Each of Holdings and the
Borrower will, and will cause each other Restricted Subsidiary to, keep and
maintain all property material to the conduct of its business in good working
order and condition, ordinary wear and tear excepted.

         SECTION 5.6. Insurance. Holdings and the Borrower will, and will cause
each other Restricted Subsidiary to, maintain, with financially sound and
reputable insurance companies, insurance in such amounts and against such risks
as are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.

         SECTION 5.7. Casualty and Condemnation. The Borrower will (a) furnish
to the Administrative Agent and the Lenders prompt written notice of any
casualty or other insured damage to any portion of any of Holdings' and the
Restricted Subsidiaries' property or assets or the commencement of any action or
proceeding for the taking of any of Holdings' and the Restricted Subsidiaries'
property or assets or any part thereof or interest therein under power of
eminent domain or by condemnation or similar proceeding (in each case with a
value in excess of $10,000,000) and (b) ensure that the Net Proceeds of any such
event (whether in the form of insurance proceeds, condemnation awards or
otherwise) are applied, to the extent such Net Proceeds have not been utilized
to repair, restore or replace such property or assets or to acquire other
Telecommunications Assets within 360 days after such event, to prepay Loans and
reduce Commitments as provided in Sections 2.11(b) and 2.08(f), respectively.

         SECTION 5.8. Books and Records; Inspection and Audit Rights. Each of
Holdings and the Borrower will, and will cause each other Restricted Subsidiary
to, keep proper books of record and account in which materially full, true and
correct entries are made of all dealings and transactions in relation to its
business and activities. Each of Holdings and the Borrower will, and will cause
each other Restricted Subsidiary to, permit any representatives designated by
the Administrative Agent or any Lender at the expense of the Administrative
Agent or Lender, as the case may be, or, if an Event of Default shall have
occurred and be continuing, at the expense of the Borrower, upon reasonable
prior notice, to visit and inspect its properties, to examine and make extracts
from its books and records, and to discuss its affairs,



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finances and condition with its officers and independent accountants, all at
such reasonable times and as often as reasonably requested, subject to Section
10.12.

         SECTION 5.9. Compliance with Laws. Each of Holdings and the Borrower
will, and will cause each other Subsidiary to, comply with all laws, rules,
regulations and orders of any Governmental Authority applicable to it or its
property (including, without limitation, Environmental Laws and ERISA and the
rules and regulations thereunder), except where the necessity of compliance
therewith is contested in good faith by appropriate action and such failure to
comply, individually or in the aggregate, could not reasonably be expected to
result in a Material Adverse Effect.

         SECTION 5.10. Use of Proceeds and Letters of Credit. (a) The proceeds
of Loans will be used (i) for working capital requirements and general corporate
purposes of the Borrower and the other Restricted Subsidiaries and (ii) to pay
the fees and expenses associated with the Facilities.

         (b) No part of the proceeds of any Loan will be used, whether directly
or indirectly, for any purpose that entails a violation of any of the
Regulations of the Board, including Regulations U and X.

         SECTION 5.11A. Initial Collateral Date. On the Initial Collateral Date,
Holdings and the Borrower hereby agree that they will, and will cause each other
Restricted Subsidiary to:

         (a) Deliver to the Administrative Agent duly executed counterparts of
the Security Agreement, together with the following:

                  (i) duly executed counterparts of each supplemental agreement
                  required to be executed and delivered by the terms of the
                  Security Agreement (including, without limitation, any Patent
                  Security Agreement, and Trademark Security Agreement and any
                  Control Agreement, in each case as defined in the Security
                  Agreement);

                  (ii) stock certificates representing any or all of the
                  outstanding shares of capital stock or other Equity Interests
                  of the Borrower and each Restricted Subsidiary and stock
                  powers and instruments of transfer, endorsed in blank, with
                  respect to such stock certificates;

                  (iii) any or all documents and instruments, including Uniform
                  Commercial Code financing statements, required by law or
                  reasonably requested by the Administrative Agent to be filed,
                  registered or recorded to create or perfect the Liens intended
                  to be created under the Security Agreement; and

                  (iv) a completed perfection certificate dated the Initial
                  Collateral Date, in form and substance reasonably satisfactory
                  to the Administrative Agent and the Incremental Facility
                  Arrangers and signed by an executive officer or Financial
                  Officer of Holdings, together with all attachments
                  contemplated thereby, including the results of a search of the
                  Uniform Commercial Code (or equivalent) filings made with
                  respect to the Loan Parties in the jurisdictions contemplated
                  by such perfection certificate and copies of the financing
                  statements (or similar documents) disclosed by such search and
                  evidence reasonably satisfactory to the Administrative Agent
                  and the Incremental Facility Arrangers that the Liens
                  indicated by such financing statements (or similar documents)
                  are permitted by Section 6.02 or have been released.

         (b) Deliver to the Administrative Agent a favorable written opinion
(addressed to the Agents, the Issuing Banks, the Swingline Lenders and the
Lenders and dated the Initial Collateral Date) of each of (i) counsel for
Holdings, the Borrower and each Subsidiary Loan Party reasonably acceptable to
the Administrative Agent and the Incremental Facility Arrangers, (ii) the
general counsel of Holdings and (iii) local counsel in the jurisdictions where
the Borrower is incorporated and where its chief executive office is located
and, in the case of each such opinion required by this paragraph, covering such
matters relating to



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<PAGE>

the Loan Parties, the Loan Documents, the Collateral and the Transactions as the
Administrative Agent (or its counsel), the Incremental Facility Arrangers (or
its counsel) or the Required Lenders shall reasonably request.

         SECTION 5.11B. Collateral Event. If a Collateral Event shall have
occurred and be continuing, the Administrative Agent, the Incremental Facility
Arrangers or the Required Lenders may by written notice to the Borrower (a
"Collateral Notice"), request, and Holdings and the Borrower hereby agree that
they will, and will cause each other Restricted Subsidiary to, within 30 days of
the Borrowers' receipt of such Collateral Notice (such thirtieth day, a
"Collateral Establishment Date"):

         (a) Subject to subsection (d) of this Section 5.11B, deliver to the
Administrative Agent duly executed counterparts of the Security Agreement (to
the extent not previously delivered pursuant to Section 5.11A) and each other
Collateral Document reasonably requested by the Administrative Agent, the
Incremental Facility Arrangers or the Required Lenders, in form and substance
satisfactory to the Administrative Agent, the Incremental Facility Arrangers or
the Required Lenders, signed on behalf of Holdings, the Borrower and each
Subsidiary Loan Party requested by the Administrative Agent, the Incremental
Facility Arrangers or the Required Lenders, together with (to the extent not
previously delivered pursuant to Section 5.11A) such of the following as shall
have been so requested:

                  (i) stock certificates representing any or all of the
                  outstanding shares of capital stock of the Borrower and each
                  other Subsidiary of Holdings owned by or on behalf of any Loan
                  Party as of such Collateral Establishment Date (except that
                  stock certificates representing shares of common stock of a
                  Foreign Subsidiary may be limited to 66% of the outstanding
                  shares of common stock of such Foreign Subsidiary) and stock
                  powers and instruments of transfer, endorsed in blank, with
                  respect to such stock certificates;

                  (ii) any or all documents and instruments, including Uniform
                  Commercial Code financing statements, required by law or
                  reasonably requested by the Administrative Agent to be filed,
                  registered or recorded to create or perfect the Liens intended
                  to be created under the Collateral Documents; and

                  (iii) a completed perfection certificate dated such Collateral
                  Establishment Date, in form and substance reasonably
                  satisfactory to the Administrative Agent and the Incremental
                  Facility Arrangers and signed by an executive officer or
                  Financial Officer of Holdings, together with all attachments
                  contemplated thereby, including the results of a search of the
                  Uniform Commercial Code (or equivalent) filings made with
                  respect to the Loan Parties in the jurisdictions contemplated
                  by such perfection certificate and copies of the financing
                  statements (or similar documents) disclosed by such search and
                  evidence reasonably satisfactory to the Administrative Agent
                  and the Incremental Facility Arrangers that the Liens
                  indicated by such financing statements (or similar documents)
                  are permitted by Section 6.02 or have been released.

         (b) If requested by the Administrative Agent, the Incremental Facility
Arrangers or the Required Lenders, on or before the thirtieth day following any
Collateral Establishment Date or such later day as shall be acceptable to the
Administrative Agent, the Incremental Facility Arrangers or the Required Lenders
(a "Mortgage Establishment Date"), Holdings and the Borrower shall, and shall
cause each other Restricted Subsidiary to, deliver to the Administrative Agent
(i) counterparts of a Mortgage with respect to each Mortgaged Property as to
which such request is made, in each case signed on behalf of the record owner of
such Mortgaged Property, (ii) a policy or policies of title insurance issued by
a nationally recognized title insurance company, insuring the Lien of each such
Mortgage as a valid first Lien on the Mortgaged Property described therein, free
of any other Liens except as permitted by Section 6.02, together with such
endorsements, coinsurance and reinsurance as the Collateral Agent, the
Incremental Facility Arrangers or the Required Lenders may reasonably request,
and (iii) such surveys, abstracts and appraisals as may be required pursuant to
such Mortgages or as the Administrative Agent, the Incremental Facility
Arrangers or the Required Lenders may reasonably request.



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<PAGE>

         (c) On or before any Collateral Establishment Date or Mortgage
Establishment Date, Holdings and the Borrower shall deliver a favorable written
opinion (addressed to the Agents, the Incremental Facility Arrangers, the
Issuing Banks, the Swingline Lenders and the Lenders and dated on or prior to
such Collateral Establishment Date or Mortgage Establishment Date) of each of
(i) counsel for Holdings, the Borrower and each Subsidiary Loan Party reasonably
acceptable to the Administrative Agent, (ii) the general counsel of Holdings and
(iii) local counsel in each jurisdiction where any Collateral or Mortgaged
Property is located and, in the case of each such opinion required by this
paragraph, covering such matters relating to the Loan Parties, the Loan
Documents, the Collateral and the Transactions as the Administrative Agent (or
its counsel), the Incremental Facility Arrangers (or its counsel) or the
Required Lenders shall reasonably request.

         (d) Anything in this Agreement to the contrary notwithstanding, the
Liens created under any Collateral Document may also secure, to the extent, but
only to the extent, required under the indentures and other documents governing
such Indebtedness (without taking into account any general exceptions to any
such requirements contained in any such indentures and other documents), equally
and ratably with some or all of the Obligations, the obligations of the Parent
and Holdings under any public Indebtedness of either of them that, by its terms,
requires that such Indebtedness be equally and ratably secured by such Liens.

         (e) None of the Borrower, Holdings or any Restricted Subsidiary of
Holdings shall be required to grant to the Administrative Agent or any Lender,
pursuant to the provisions of this Section 5.11B, a Lien on any of the following
assets: (i) voting Equity Interests of any Foreign Subsidiary representing in
excess of 66% of the outstanding voting Equity Interests of such Foreign
Subsidiary, (ii) any ADP Property to the extent such ADP Property secures any
ADP Obligation and (iii) any other asset subject to a security interest
permitted by clauses (iv), (v), (viii), or (ix) of Section 6.02 but only, in the
case of any asset described in clauses (ii) or (iii), to the extent the granting
of such Lien is prohibited by the terms of the agreement pursuant to which such
security interest has been granted.

         SECTION 5.12. Information Regarding Collateral. (a) (i) The Borrower
will furnish to the Administrative Agent prompt written notice of any change (A)
in any Loan Party's corporate name or in any trade name used to identify it in
the conduct of its business or in the ownership of its properties, (B) in the
location of any Loan Party's chief executive office, its principal place of
business, any office in which it maintains books or records relating to
Collateral owned by it or any office or facility at which Collateral owned by it
is located (including the establishment of any such new office or facility), (C)
in any Loan Party's identity or corporate structure or (D) in any Loan Party's
Federal Taxpayer Identification Number; (ii) Holdings and the Borrower will not,
and will not permit any other Restricted Subsidiary to, effect or permit any
change referred to in the preceding sentence unless all filings have been made
under the Uniform Commercial Code or otherwise that are required in order for
the Administrative Agent to continue at all times following such change to have
a valid, legal and perfected security interest in all the Collateral; and (iii)
Holdings and the Borrower will, and will cause each other Restricted Subsidiary
to, promptly notify the Administrative Agent if any material portion of the
Collateral owned by it is damaged or destroyed.

         (b) At the time of the delivery of annual financial statements with
respect to the preceding fiscal year pursuant to Section 5.01(a), the Borrower
shall also deliver to the Administrative Agent a certificate of a Financial
Officer or the chief legal officer of the Borrower (i) setting forth the
information required pursuant to the perfection certificate or confirming that
there has been no change in such information since the date of the perfection
certificate most recently delivered or the date of the most recent certificate
delivered pursuant to this Section and (ii) certifying that all Uniform
Commercial Code financing statements (including fixture filings, as applicable)
or other appropriate filings, recordings or registrations, including all
refilings, rerecordings and reregistrations, containing a description of the
Collateral have been filed of record in each governmental, municipal or other
appropriate office in each jurisdiction identified pursuant to Section



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<PAGE>

5.12 to the extent necessary to protect and perfect the security interests under
the Collateral Documents for a period of not less than 18 months after the date
of such certificate (except as noted therein with respect to any continuation
statements to be filed within such period).

         SECTION 5.13. Additional Subsidiaries. (a) If any additional Subsidiary
is formed or acquired, Holdings and the Borrower will notify the Administrative
Agent and the Lenders thereof and if such Subsidiary is a Subsidiary Loan Party,
(i) cause such Subsidiary, within ten Business Days after such Subsidiary Loan
Party is formed or acquired, to become a party to the Subsidiary Guarantee as an
additional guarantor thereunder and to the Security Agreement as a "Lien
Grantor" thereunder, (ii) deliver all stock certificates representing the
capital stock or other Equity Interests of such Subsidiary to the Administrative
Agent, together with stock powers and instruments of transfer, endorsed in
blank, with respect to such certificates and (iii) take all actions required
under the Security Agreement to perfect, register and/or record the Liens
granted by it thereunder and the Lien on such capital stock or other Equity
Interests or as may be reasonably requested by the Administrative Agent, the
Incremental Facility Arrangers or the Required Lenders.

         (b) If a Collateral Establishment Date has occurred and any Collateral
Event is then continuing, such Subsidiary is a Subsidiary Loan Party and the
Administrative Agent, the Incremental Facility Arrangers or the Required Lenders
so request in writing, Holdings and the Borrower shall (i) within 30 days after
such Subsidiary is formed or acquired, cause such Subsidiary to become a party
to such Collateral Documents (in addition to the Security Agreement) as the
Administrative Agent, the Incremental Facility Arrangers or the Required Lenders
shall request and promptly take such actions as the Administrative Agent, the
Incremental Facility Arrangers or the Required Lenders shall reasonably request
to create and perfect Liens on such of such Subsidiary's assets (in accordance
with the standards set forth in Section 5.11B(a)) as the Administrative Agent,
the Incremental Facility Arrangers or the Required Lenders shall so request to
secure its obligations under the Subsidiary Guarantee, and (ii) within 60 days
after such Subsidiary is formed or acquired, cause such Subsidiary to enter into
such Mortgage or Mortgages as the Administrative Agent, the Incremental Facility
Arrangers or the Required Lenders shall so request with respect to any or all
material real property owned by such Subsidiary to secure some or all of its
obligations under the Subsidiary Guarantee and to take such actions (including,
without limitation, actions of the type referred to in Section 5.11B(a)) with
respect thereto as the Administrative Agent, the Incremental Facility Arrangers
or the Required Lenders shall reasonably request.

         (c) None of the Borrower, Holdings or any Subsidiary Loan Party shall
be required to grant to the Administrative Agent or any Lender, pursuant to the
provisions of this Section 5.13, a Lien on any of the following assets: (i)
voting Equity Interests of any Foreign Subsidiary representing in excess of 66%
of the outstanding voting Equity Interests of such Foreign Subsidiary, (ii) any
ADP Property to the extent such ADP Property secures any ADP Obligation and
(iii) any other asset subject to a security interest permitted by clauses (iv),
(v), (viii), or (ix) of Section 6.02 but only, in the case of any asset
described in clauses (ii) or (iii), to the extent the granting of such Lien is
prohibited by the terms of the agreement pursuant to which such security
interest has been granted.



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<PAGE>

         SECTION 5.14. Further Assurances. (a) On any date each of Holdings and
the Borrower will, and will cause each Subsidiary Loan Party to, execute any and
all further documents, financing statements, agreements and instruments, and
take all such further actions (including the filing and recording of financing
statements, fixture filings, mortgages, deeds of trust and other documents),
which may be required under any applicable law, or which the Administrative
Agent, the Incremental Facility Arrangers or the Required Lenders may reasonably
request, to effectuate the transactions contemplated by the Loan Documents or to
grant, preserve, protect or perfect the Liens created or intended to be created
by the Collateral Documents required to be in effect on such date or the
validity or priority of any such Lien, all at the expense of the Loan Parties.
Holdings and the Borrower also agree to provide to the Administrative Agent,
from time to time upon request, evidence reasonably satisfactory to the
Administrative Agent as to the perfection and priority of the Liens created or
intended to be created by the Collateral Documents required to be in effect on
such date.

         (b) If any material assets (including any real property or improvements
thereto or any interest therein) are acquired by Holdings, the Borrower or any
Subsidiary Loan Party (other than assets constituting Collateral under any
Collateral Document that become subject to the Lien of such Collateral Document
automatically upon the acquisition thereof), the Borrower will notify the
Administrative Agent and the Lenders thereof, and, if requested by the
Administrative Agent, the Incremental Facility Arrangers or the Required
Lenders, Holdings and the Borrower will, or will cause the applicable Restricted
Subsidiary to, cause such assets to be subjected to a Lien securing some or all
of the Obligations, as requested by the Administrative Agent, the Incremental
Facility Arrangers or the Required Lenders, and will take, and cause such
Subsidiary Loan Parties to take, such actions as shall be necessary or
reasonably requested by the Administrative Agent, the Incremental Facility
Arrangers or the Required Lenders to grant and perfect such Liens, including
actions described in Section 5.11B, all at the expense of the Loan Parties;
provided that, none of the Borrower, Holdings or any Subsidiary Loan Party shall
be required to grant to the Administrative Agent or any Lender, pursuant to the
provisions of this Section 5.14, a Lien on any of the following assets: (i) at
any time prior to any Collateral Establishment Date, any assets of a type other
than a type constituting "Collateral" under the form of Security Agreement set
forth on Exhibit K hereto as in effect on the Amendment No. 4 Effective Date,
(ii) voting Equity Interests of any Foreign Subsidiary representing in excess of
66% of the outstanding voting Equity Interests of such Foreign Subsidiary, (iii)
any ADP Property to the extent such ADP Property secures any ADP Obligation and
(iv) any other asset subject to a security interest permitted by clauses (iv),
(v), (viii), or (ix) of Section 6.02 but only, in the case of any asset
described in clauses (iii) or (iv), to the extent the granting of such Lien is
prohibited by the terms of the agreement pursuant to which such security
interest has been granted.

         SECTION 5.15. Concentration Accounts. At all times after any Collateral
Establishment Date and before a Collateral Release Date, Holdings and the
Borrower will maintain Holdings' and each Restricted Subsidiary's principal
concentration account with one or more Lenders.

         SECTION 5.16. [Intentionally deleted]

         SECTION 5.17. Sale of Solutions and ATL(a) Not later than September 30,
2001, Holdings and the Borrower shall have sold, or caused to be sold, to one or
more Persons that are not Affiliates of Holdings or any of its Subsidiaries, in
one or more transactions (x) its Williams Communications Solutions business unit
in existence on the Amendment No. 4 Effective Date (except for the portion of
such unit described in clause (b) below) and (y) all of the capital stock of ATL
held by the Borrower, Holdings or any of its



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<PAGE>

Subsidiaries for fair market value and for Net Proceeds in cash in an aggregate
amount of at least $700,000,000.

         (b) Not later than December 31, 2001, Holdings and the Borrower shall
have sold or otherwise disposed of, or caused to be sold or otherwise disposed
of, to one or more Persons that are not Affiliates of Holdings or any of its
Subsidiaries, in one or more transactions, substantially all of the Canadian
assets of its Williams Communications Solutions business unit in existence on
the Amendment No. 4 Effective Date.

         SECTION 5.18. Qualifying Issuances. Not later than December 31, 2001,
the Borrower and/or Holdings shall have consummated Qualifying Issuances for Net
Proceeds in cash in an aggregate amount of at least $500,000,000; provided that
Net Proceeds in cash in an aggregate amount of not more than $350,000,000 shall
have resulted from Qualifying Issuances described in clause (ii) or (iii) of the
definition thereof.

                                    ARTICLE 6

                               NEGATIVE COVENANTS

         Until the Commitments have expired or terminated and the principal of
and interest on each Loan and all fees payable hereunder have been paid in full
and all Letters of Credit have expired or terminated and all LC Disbursements
shall have been reimbursed, each of Holdings and the Borrower covenants and
agrees with the Lenders that:

         SECTION 6.1. Indebtedness; Certain Equity Securities. Holdings and the
Borrower will not, and will not permit any other Restricted Subsidiary to,
create, incur, assume or permit to exist any Indebtedness, except:

         (a) Indebtedness under the Loan Documents;

         (b) Indebtedness of Holdings under Qualifying Holdings Debt;

         (c) Indebtedness of Holdings under the High Yield Notes and
refinancings thereof, provided that any Indebtedness issued in any such
refinancing shall be on terms no less favorable to Holdings and its Restricted
Subsidiaries than the High Yield Notes, shall be in an aggregate principal
amount no greater than the High Yield Notes refinanced and shall not require any
payment of principal thereof (upon maturity or by mandatory sinking fund,
mandatory redemption, mandatory prepayment or otherwise) prior to the date that
is one year after the Term Maturity Date;

         (d) ADP Outstandings in an aggregate amount not to exceed $750,000,000
at any time outstanding;

         (e) Indebtedness existing on the date hereof and set forth in Schedule
6.01 and extensions, renewals and replacements of any such Indebtedness that do
not increase the outstanding principal amount thereof or result in an earlier
maturity date or decrease the Weighted Average Life to Maturity thereof;



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<PAGE>

          (f) Indebtedness of Holdings to any Subsidiary and of any Restricted
Subsidiary to any other Subsidiary; provided that Indebtedness of any Subsidiary
that is not a Loan Party to any Loan Party shall be subject to Section 6.04;

         (g) Guarantees by Holdings of Indebtedness of any Subsidiary and by any
Subsidiary of Indebtedness of the Borrower or any other Subsidiary; provided
that Guarantees by Holdings, the Borrower or any Subsidiary Loan Party of
Indebtedness of any Subsidiary that is not a Loan Party shall be subject to
Section 6.04;

         (h) Indebtedness of any Person that becomes a Restricted Subsidiary or
is merged into a Restricted Subsidiary after the date hereof (provided that such
Indebtedness exists at the time such Person becomes a Restricted Subsidiary and
is not created in contemplation of or in connection with such Person becoming a
Restricted Subsidiary) and extensions, renewals or replacements of any such
Indebtedness that do not increase the principal amount thereof or result in an
earlier maturity date or decreased Weighted Average Life to Maturity thereof;

         (i) Indebtedness in respect of performance, surety or appeal bonds and
Guarantees incurred or provided in the ordinary course of business securing the
performance of contractual, franchise, lease, self-insurance or license
obligations and not in connection with an incurrence of Indebtedness;

         (j) Indebtedness in respect of customary agreements providing for
indemnification, purchase price adjustments after closing or similar obligations
in connection with the disposition of any assets (other than Guarantees of
Indebtedness incurred by any Person acquiring all or any portion of such assets
for the purpose of financing such acquisition); provided that (i) any such
disposition is permitted by Section 6.05, (ii) the aggregate principal amount of
such Indebtedness does not exceed the gross proceeds actually received by
Holdings or any Restricted Subsidiary in connection with such disposition and
(iii) to the extent the gross proceeds thereof constitute Net Proceeds
hereunder, such Net Proceeds are applied in accordance with Sections 2.08(f) and
2.11(b);

         (k) Indebtedness of Holdings and the Restricted Subsidiaries pursuant
to Hedging Agreements entered into with Lenders or their affiliates in the
ordinary course of business and not for speculative purposes;

         (l) [Intentionally deleted];

         (m) [Intentionally deleted];

         (n) [Intentionally deleted];

         (o) other Indebtedness of Holdings or any Restricted Subsidiary in an
aggregate principal amount at any time outstanding, together with the aggregate
amount of Attributable Debt in respect of all Sale and Leaseback Transactions
then outstanding, not exceeding 15% of the consolidated net property, plant and
equipment of Holdings and the Restricted Subsidiaries at such time;



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<PAGE>

         (p) Indebtedness of the Borrower consisting of Qualifying Borrower
Indebtedness;

         (q) Permitted Specified Security Hedging Transactions;

         (r) Indebtedness of Holdings or the Borrower incurred pursuant to a
Qualifying Issuance; provided that the aggregate Net Proceeds in cash received
by Holdings and/or the Borrower from the issuance of such Indebtedness, plus the
Net Proceeds in cash from any Sale and Leaseback Transaction constituting a
Qualifying Issuance shall not exceed $350,000,000;

         (s) Indebtedness with respect to industrial revenue bonds issued for
the benefit of the Borrower, Holdings or any Restricted Subsidiary in an
aggregate principal or face amount not to exceed $50,000,000;

         (t) unsecured Indebtedness of Holdings in an aggregate principal amount
not to exceed $100,000,000 incurred prior to the consummation of the Structured
Note Financing so long as (i) the proceeds of such Indebtedness are used solely
to make the capital contributions described in Section 6.04(u) and (ii) the
terms and conditions of any such Indebtedness shall have been approved by all
the Incremental Facility Arrangers (if any) and the Administrative Agent prior
to the issuance thereof;

         (u) unsecured Indebtedness of Holdings owed to the Structured Note
Trust in an aggregate principal amount up to $1,500,000,000 in connection with
the consummation of the Structured Note Financing, so long as the terms and
conditions of such Indebtedness shall have been approved by all the Incremental
Facility Arrangers (if any) and the Administrative Agent prior to the issuance
thereof; and

         (v) on any date on or after the Leverage Target Date, Indebtedness of
the Borrower owing to a Receivables Subsidiary under a Permitted Receivables
Financing;

provided that, notwithstanding anything in this Agreement to the contrary, the
Borrower and the other Restricted Subsidiaries may not Guarantee any
Indebtedness of Holdings under (i) the High Yield Notes or (ii) any Qualifying
Holdings Debt.

         SECTION 6.2. Liens. (a) Holdings and the Borrower will not, and will
not permit any other Restricted Subsidiary to, create, incur, assume or permit
to exist any Lien on any property or asset now owned or hereafter acquired by
it, or assign or sell any income or revenues or rights in respect of any
thereof, except:

                  (i) Liens created under the Loan Documents (including, without
         limitation, Liens securing Indebtedness of Holdings and the Parent
         created thereunder in accordance with Section 5.11B(d));

                  (ii) Permitted Encumbrances;

                  (iii) Liens on any ADP Property securing only ADP Obligations;



                                       70
<PAGE>

                  (iv) any Lien on any property or asset of Holdings or any
         Restricted Subsidiary existing on the date hereof and set forth in
         Schedule 6.02; provided that (A) such Lien shall not apply to any other
         property or asset of Holdings or any Restricted Subsidiary and (B) such
         Lien shall secure only those obligations which it secures on the date
         hereof and extensions, renewals and replacements thereof that do not
         increase the outstanding principal amount thereof or decrease the
         Weighted Average Life to Maturity thereof;

                  (v) any Lien existing on any property or asset prior to the
         acquisition thereof by Holdings or any Restricted Subsidiary or
         existing on any property or asset of any Person that becomes a
         Restricted Subsidiary after the date hereof prior to the time such
         Person becomes a Subsidiary; provided that (A) such Lien is not created
         in contemplation of or in connection with such acquisition or such
         Person becoming a Restricted Subsidiary, as the case may be, (B) such
         Lien shall not apply to any other property or assets of Holdings or any
         Restricted Subsidiary and (C) such Lien shall secure only those
         obligations which it secures on the date of such acquisition or the
         date such Person becomes a Restricted Subsidiary, as the case may be,
         and extensions, renewals and replacements thereof that do not increase
         the outstanding principal amount thereof or decrease the Weighted
         Average Life to Maturity thereof;

                  (vi) Liens in favor of the Borrower or any Subsidiary Loan
         Party;

                  (vii) Liens on property of Holdings or any Restricted
         Subsidiary consisting of, or securing, licenses of such property;

                  (viii) Liens of a Specified Security securing Permitted
         Specified Security Hedging Transactions with respect to such Specified
         Security;

                  (ix) on any date on or after the Leverage Target Date, Liens
         created in connection with Permitted Receivables Financings, including,
         without limitation, Liens on proceeds in any form and bank accounts in
         which any such proceeds are deposited; provided that, except for the
         assets transferred pursuant to Permitted Receivables Dispositions made
         in connection with such Permitted Receivables Financings, no such Lien
         may extend to any assets of Borrower or any Subsidiary of the Borrower
         that is not a Receivables Subsidiary; and

                  (x) other Liens securing Indebtedness at any time outstanding
         that, together with the aggregate amount of Attributable Debt in
         respect of all Sale and Leaseback Transactions then outstanding, does
         not exceed 5% of the consolidated net property, plant and equipment of
         Holdings and the Restricted Subsidiaries at such time.

         (b) Notwithstanding anything to the contrary contained herein, Holdings
and the Borrower will not, and will not permit any other Restricted Subsidiary
to, create, incur, assume or permit to exist any Lien on any of its assets to
secure (i) except in accordance with Section 5.11B(d), any obligations in
respect of the High Yield Notes or any



                                       71
<PAGE>

refinancing thereof, permitted under Section 6.01(c), or (ii) except in
accordance with Section 5.11B(d), any Qualifying Holdings Debt.

         SECTION 6.3. Fundamental Changes. (a) Neither Holdings nor the Borrower
will, nor will they permit any other Restricted Subsidiary to, merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or liquidate or dissolve, except that, if at the time
thereof and immediately after giving effect thereto no Default shall have
occurred and be continuing (i) any Person may merge into the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) any Person
may merge into any Restricted Subsidiary in a transaction in which the surviving
entity is a Restricted Subsidiary and (iii) any Restricted Subsidiary may
liquidate or dissolve if the Borrower determines in good faith that such
liquidation or dissolution is in the best interests of the Borrower and is not
materially disadvantageous to the Lenders; provided that any such merger
involving a Person that is not a wholly owned Restricted Subsidiary immediately
prior to such merger shall not be permitted unless also permitted by Section
6.04.

         (b) The Borrower will not, and will not permit any other Restricted
Subsidiary to, engage to any material extent in any business other than
businesses of the type conducted by the Borrower and its Subsidiaries on the
date of execution of this Agreement and businesses reasonably related thereto.

         (c) Holdings will not engage in any business or activity other than (i)
the ownership of all of the outstanding Equity Interests in the Borrower, (ii)
the issuance of the High Yield Notes, (iii) issuances of Qualifying Holdings
Debt, (iv) issuances of its Equity Interests, (v) the holding of 100% of the
Equity Interests of any Unrestricted Subsidiary which is engaged exclusively in
the buying, selling and trading of telecommunications services as a commodity on
a developing or an established market (a "Trading Subsidiary") and (vi) the
holding of Qualifying Borrower Indebtedness permitted under Section 6.01(q) and,
with respect to each of the foregoing, activities incidental thereto. Holdings
will not own or acquire any assets (other than Qualifying Equity Interests in
the Borrower, Qualifying Borrower Indebtedness, Equity Interests in any Trading
Subsidiary, cash and Cash Equivalent Investments) or incur any liabilities
(other than liabilities under the Loan Documents, liabilities in respect of the
High Yield Notes, liabilities in respect of Qualified Holdings Debt permitted
hereunder, liabilities in respect of the Structured Note Financing, liabilities
imposed by law, including tax liabilities, and other liabilities incidental to
its existence and permitted business and activities).

         SECTION 6.4. Investments, Loans, Advances, Guarantees and Acquisitions.
Holdings will not, and will not permit any Restricted Subsidiary to, purchase,
hold or acquire (including pursuant to any merger with any Person that was not a
wholly owned Restricted Subsidiary prior to such merger) any capital stock,
evidences of indebtedness or other securities (including any option, warrant or
other right to acquire any of the foregoing) of, make or permit to exist any
loans or advances to, Guarantee any obligations of, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit (collectively, "Investments"),
except:

         (a) Cash Equivalent Investments;

         (b) Investments existing on the date hereof and set forth on Schedule
6.04;



                                       72
<PAGE>

         (c) Investments by Holdings and the Restricted Subsidiaries in Equity
Interests in Subsidiaries; provided that, (i) the aggregate amount of
Investments by Loan Parties in, and Guarantees by Loan Parties of Indebtedness
of, Subsidiaries that are not Loan Parties (including, without limitation, any
Deemed Subsidiary Investment pursuant to Section 6.14) shall be subject to the
proviso to this Section 6.04 and (ii) all Equity Interests acquired or held by
Holdings pursuant to this Section 6.04(c) shall be Qualifying Equity Interests
in the Borrower or Equity Interests in a Trading Subsidiary;

         (d) loans or advances made by Holdings to any Restricted Subsidiary and
made by any Restricted Subsidiary to any other Restricted Subsidiary; provided
that the amount of such loans and advances made by Loan Parties to Subsidiaries
that are not Loan Parties shall be subject to the proviso to this Section 6.04;

         (e) Guarantees constituting Indebtedness permitted by Section 6.01;
provided that (i) no Restricted Subsidiary shall Guarantee any High Yield Notes,
any Indebtedness of Holdings or the Borrower constituting a Qualifying Issuance
or Qualifying Holdings Debt and (ii) the aggregate principal amount of
Indebtedness of Subsidiaries that are not Loan Parties that is Guaranteed by any
Loan Party shall be subject to the proviso to this Section 6.04;

         (f) Investments received in connection with the bankruptcy or
reorganization of, or settlement of delinquent accounts and disputes with,
customers and suppliers, in each case in the ordinary course of business;

         (g) acquisitions by the Borrower of ADP Property for consideration paid
on and prior to any date not exceeding Additional Capital as of such date; minus
(i) Investments permitted under clause (ii) of the proviso to this Section 6.04
made on or prior to such date and (iii) Capital Expenditures permitted under
Section 6.08(b) made on or prior to such date;

         (h) Hedging Agreements permitted under Section 6.01(k);

         (i) Capital Expenditures made in accordance with Section 6.08;

         (j) subject to the proviso to this Section 6.04, Investments in the
Telecommunications Business;

         (k) subject to the proviso to this Section 6.04, Investments in
Existing International Joint Ventures; provided that the acquisition by Holdings
or any Restricted Subsidiary of any equity interest in Algar Telecom S.A.
(formerly known as Lightel S.A.) owned by the Parent or its subsidiaries (other
than Holdings and the Subsidiaries) shall not be permitted under this clause (k)
but shall only be permitted under clause (p) of this Section 6.04;

         (l) exchanges and substitutions of ADP Property for like property which
take place prior to the occurrence of the Completion Date, the Expiration Date,
the



                                       73
<PAGE>

Termination Date, or an ADP Event of Default, Environmental Trigger or Unwind
Event under the Operative Documents;

         (m) any Investment by a Restricted Subsidiary in any Person engaged in
the Telecommunication Business if such Investment is made in connection with an
agreement by such Person to utilize certain of the Borrower's or the Subsidiary
Loan Parties' Telecommunications Business, provided that, at any date, (i) the
aggregate amount of Investments made in all such Persons at any time outstanding
pursuant to this paragraph (m) (valued at the cost of acquisition thereof,
without regard to any increase or decrease in the value thereof based on
subsequent performance of such Person, but net of any distributions received by
the Borrower or any Subsidiary Loan Party in respect of such Investment) shall
not exceed 15% of Consolidated Assets at such time and (ii) the aggregate amount
of such Investments made in all such Persons with cash or Cash Equivalent
Investments that are at any time outstanding pursuant to this paragraph (m)
shall not exceed 5% of Consolidated Assets;

         (n) (i) loans to directors, officers and employees of Holdings or any
Restricted Subsidiary all of the proceeds of which are used (A) to pay
relocation expenses of any such director, officer or employee or (B) to purchase
Equity Interests in Holdings pursuant to and in accordance with stock option
plans or other benefit plans for directors, officers and employees of Holdings
and its Restricted Subsidiaries, provided that, in the case of any of the Loans
referred to in this subclause (B), any proceeds to Holdings of any such
purchases of Equity Interests shall be contributed to the Borrower and (ii)
other loans to directors, officers and employees of Holdings and its Restricted
Subsidiaries made in the ordinary course of business in an aggregate principal
amount not to exceed $5,000,000 at any time outstanding;

         (o) trade accounts receivable for goods sold or services provided
arising in the ordinary course of business and on customary payment terms (not
to exceed 120 days after the date such receivables are accrued in accordance
with GAAP);

         (p) Investments for which the consideration paid by Holdings and its
Restricted Subsidiaries consists exclusively of Qualifying Equity Interests in
Holdings;

         (q) Investments made in any Person (a "REINVESTMENT PERSON") in whom
the Borrower or any of its Subsidiaries has, or at any time after the Closing
Date had, an Investment permitted under clause (b), (f) or (p) above or this
clause (q) (an "ORIGINAL INVESTMENT"); provided that the aggregate amount of
Investments in any Reinvestment Person permitted under this clause (q) may not
exceed the aggregate amount of the cash proceeds received, within 270 days prior
to the making of such Investment, by the Borrower and its Subsidiaries from
sales or other dispositions of, or distributions with respect to Original
Investments in such Reinvestment Person;

         (r) Permitted Specified Security Hedging Transactions; and

         (s) Investments in Persons that become Subsidiary Loan Parties if such
Persons, prior to such Investments, were engaged principally in the transmission
of voice, video or



                                       74
<PAGE>

data through or over owned or leased fiber optic cable and/or the holding,
developing or constructing of assets or technology used therein;

         (t) Letters of Credit to support obligations of a Trading Subsidiary
incurred in the ordinary course of business; and

         (u) capital contributions made by Holdings to the Borrower and by the
Borrower to the Structured Note Trust, in each case in an aggregate principal
amount not to exceed $100,000,000 and in order to consummate the Structured Note
Financing;

         (v) Investments in Receivables Subsidiaries made in connection with
Permitted Receivables Financings;

provided that the aggregate amount of all Investments (valued at the cost of
acquisition thereof, without regard to any increase or decrease in the value
thereof based on subsequent performance of the Person in which such Investment
is held), but net, in case of each such Investment (but not below zero), of any
distributions received by the Borrower or any Subsidiary Loan Party in respect
of such Investment and any proceeds received upon any disposition (other than a
disposition to Holdings or any of its Subsidiaries or the Parent or any of its
Subsidiaries) of such Investment, made pursuant to Sections 6.04(j) and 6.04(k)
on or prior to any date, or referred to in Section 6.04(c)(i), the proviso to
Section 6.04(d) and Section 6.04(e)(ii) and made on or prior to such date, shall
not exceed the sum of an amount (which amount, for purposes of this proviso
only, shall not be less than zero) equal to (x) the amount of Additional Capital
as of such date minus (y) (A) acquisitions of ADP Property permitted under
Section 6.04(g) made on or prior to such date and (B) Capital Expenditures
permitted under Section 6.08(b) made on or prior to such date.

         SECTION 6.5. Asset Sales. Holdings and the Borrower will not, and will
not permit any other Restricted Subsidiary to, sell, transfer, lease or
otherwise dispose of any asset, including any Equity Interests owned by it, nor
will Holdings permit any of its Restricted Subsidiaries to issue any additional
Equity Interests, except:

         (a) sales, transfers, leases or other dispositions of fiber optic cable
capacity, sales of inventory, and sales of used or surplus equipment and Cash
Equivalent Investments, in each case in the ordinary course of business;

         (b) sales, transfers and dispositions to the Borrower or a Subsidiary;
provided that any such sales, transfers or dispositions involving a Subsidiary
that is not a Loan Party shall be made in compliance with Section 6.09;

         (c) issuances to the Borrower or any other Restricted Subsidiary of
Equity Interests in any Restricted Subsidiary other than the Borrower;

         (d) issuances to Holdings by the Borrower of Qualifying Equity
Interests in the Borrower;

         (e) Permitted Telecommunications Asset Dispositions;

         (f) sales, transfers and dispositions of assets to the extent
constituting Investments permitted under Section 6.04;



                                       75
<PAGE>

         (g) Restricted Payments permitted under Section 6.07(a) and payments of
principal and interest permitted under Section 6.07(b);

         (h) the sale, transfer or other dispositions required by Section 5.17
or 5.18;

         (i) any transfer of Receivables and Related Transferred Rights (each as
defined in the Security Agreement attached hereto as Exhibit K) in order to
consummate a Permitted Receivables Transaction or to transfer such assets
pursuant to a factoring arrangement; and

         (j) sales, transfers and dispositions of assets (other than
Telecommunications Assets) that are not permitted by any other clause of this
Section; provided that the aggregate fair market value of all assets sold,
transferred or otherwise disposed of in reliance upon this Section 6.05(j) shall
not exceed $25,000,000 during any fiscal year of the Borrower;

provided that all sales, transfers, leases and other dispositions permitted
under Sections 6.05(e) and 6.05(j) shall be made (x) for fair value and (y) only
if at least 75% of the consideration paid therefor is cash or Cash Equivalent
Investments (or, if less than 75%, the remainder of such consideration consists
of Telecommunications Assets).

         SECTION 6.6. Sale and Leaseback Transactions. Holdings and the Borrower
will not, and will not permit any other Restricted Subsidiary to, enter into any
arrangement, directly or indirectly, whereby it shall (a) sell or transfer any
property, real or personal, used or useful in its business, whether now owned or
hereafter acquired, and thereafter rent or lease such property or other property
that it intends to use for substantially the same purpose or purposes as the
property sold or transferred or (b) lease any property, real or personal, from
any entity substantially all of whose activities consist of acquiring,
constructing or developing property to be leased to Holdings and the Restricted
Subsidiaries pursuant to leases intended to cover, and measured by the cost of
or the financing incurred by such entity to finance, such property (the
transactions referred to in clause (a) and (b) being collectively referred to as
"Sale and Leaseback Transactions"), except for (i) sales and leases of ADP
Property pursuant to the ADP in respect of ADP Outstandings not to exceed
$750,000,000 at any time outstanding and (ii) (x) any such sale referred to in
clause (a) above of any fixed or capital assets that is made for cash
consideration in an amount not less than the cost of such fixed or capital asset
and is consummated within 270 days after the Borrower or such other Restricted
Subsidiary acquires or completes the construction of such fixed or capital asset
and (y) any such lease referred to in clause (b) above providing for rental
payments measured by the cost of the property leased or the financing incurred
by the lessor thereof to acquire, construct or develop the property so leased;
provided that the sum of the aggregate amount of Attributable Debt in respect of
all such Sale and Leaseback Transactions permitted under this clause (ii) at any
time outstanding (other than any such Attributable Debt with respect to any Sale
and Leaseback Transaction constituting a Qualifying Issuance) and the aggregate
amount of Indebtedness secured by Liens permitted by Section 6.02(a)(viii) at
such time outstanding shall not exceed 5% of consolidated net property, plant
and equipment of Holdings and the Restricted Subsidiaries at such time. For
purposes of determining compliance with the proviso set forth in the immediately
preceding sentence, Capital Lease Obligations shall not in any event be included
in the calculation of "Attributable Debt."

         SECTION 6.7. Restricted Payments; Certain Payments of Indebtedness. (a)
Neither Holdings nor the Borrower will, nor will they permit any other
Restricted Subsidiary to, declare or make, or agree to pay or make, directly or
indirectly, any Restricted Payment, or enter into any transaction the economic
effect of which is substantially similar to any Restricted Payment, except (i)
Holdings and the Borrower may declare and pay dividends with respect to their
capital stock payable solely in additional shares of their respective common
stock, (ii) Restricted Subsidiaries (other than the Borrower) may declare and
pay dividends ratably with respect to their capital stock, (iii) Holdings may
make Restricted Payments, not exceeding $3,000,000



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<PAGE>
during any fiscal year, pursuant to and in accordance with stock option plans or
other benefit plans for management or employees of Holdings and the Restricted
Subsidiaries; (iv) so long as no Default shall have occurred and be continuing
or result from the making of such payment, the Borrower may pay dividends to
Holdings at such times and in such amounts as shall be necessary to permit
Holdings to discharge, to the extent permitted hereunder, its permitted
liabilities; (v) on and after the Leverage Target Date, Holdings may declare and
pay dividends in cash with respect to its convertible preferred stock
outstanding as of the Amendment No. 4 Effective Date in an amount not exceeding
$40,000,000 in any fiscal year and the Borrower may declare and pay dividends to
Holdings to permit Holdings to declare and pay such dividends and (vi) at any
time after the consummation of the Structured Note Financing, the Borrower may
declare and pay a dividend to Holdings so long as (x) the aggregate amount of
such dividend shall not exceed the principal amount of the Structured Note
Bridge Indebtedness outstanding at the time such dividend is paid plus accrued
interest thereon, (y) no Default has occurred and is continuing or would result
therefrom and (z) immediately upon receipt thereof, Holdings shall apply all of
the proceeds of such dividend to repay in full the Structured Note Bridge
Indebtedness then outstanding.

         (b) Neither Holdings nor the Borrower will, nor will they permit any
Restricted Subsidiary to, make, directly or indirectly, any voluntary payment or
other distribution (whether in cash, securities or other property) of or in
respect of principal of or interest on any High Yield Notes, any Qualifying
Holdings Debt or any Qualifying Borrower Indebtedness (collectively "Specified
Indebtedness"), or any voluntary payment or other distribution (whether in cash,
securities or other property), including any sinking fund or similar deposit, on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any Specified Indebtedness (or enter into any transaction the
economic effect of which is substantially similar to any of the foregoing),
except, provided no Default has occurred and is continuing or would result
therefrom, payments of regularly scheduled interest as and when due in respect
of any Specified Indebtedness other than Qualifying Borrower Indebtedness.

         SECTION 6.8. Limitation on Capital Expenditures. (a) Capital
Expenditures (other than Capital Expenditures permitted under Section 6.08(b)
below) for any fiscal year set forth below shall not exceed the amount set forth
below opposite such fiscal year:

<Table>
<Caption>
FISCAL YEAR                                               AMOUNT
-----------                                               ------
<S>                                                   <C>
2001                                                  $2,750,000,000
2002                                                  $2,500,000,000
2003                                                  $2,250,000,000
2004                                                  $2,250,000,000
2005                                                  $2,250,000,000
2006 and each fiscal year thereafter                  $2,800,000,000
</Table>

provided that if the aggregate amount of Capital Expenditures (other than
Capital Expenditures permitted under Section 6.08(b) below) actually made in any
such period or fiscal year shall be less than the limit with respect thereto set
forth above (before giving effect to any increase therein pursuant to this
proviso) (the "Base Amount"), then an amount equal to 50% of such shortfall may
be added to the amount of such Capital Expenditures permitted for the
immediately succeeding fiscal year (such amount to be added for any fiscal year,
the "Rollover Amount"); provided further that any Capital Expenditures (other
than Capital Expenditures permitted under Section 6.08(b) below) made during any
fiscal year for which any Rollover Amount shall have been so added shall be
applied, first, to the Rollover Amount added for such fiscal year and, second,
to the Base Amount for such fiscal year.

         (b) In addition to Capital Expenditures permitted under Section 6.08(a)
above, Holdings and the Restricted Subsidiaries may make (i) Capital
Expenditures consisting of acquisitions of ADP Property permitted under Section
6.04(g) or 6.04(l) and (ii) Capital Expenditures on any date after the Amendment



                                       77
<PAGE>

No. 4 Effective Date in an aggregate amount not to exceed Additional Capital as
of such date minus (A) Investments permitted under clause (ii) of the proviso to
Section 6.04 made on or prior to such date and (B) purchases of ADP Property
permitted under Section 6.04(g) made on or prior to such date.

         SECTION 6.9. Transactions with Affiliates. Neither Holdings nor the
Borrower will, nor will they permit any other Restricted Subsidiary to, sell,
lease or otherwise transfer any property or assets to, or purchase, lease or
otherwise acquire any property or assets from, or otherwise engage in any other
transactions with, any of their respective Affiliates, except (a) transactions
that are at prices and on terms and conditions not less favorable to Holdings,
the Borrower or such other Restricted Subsidiary than could be obtained on an
arm's-length basis from unrelated third parties, (b) transactions between or
among the Borrower and the Subsidiary Loan Parties not involving any other
Affiliate, (c) any Restricted Payment permitted by Section 6.07 and (d)
transactions required to be effected pursuant to, and on terms provided for in,
existing agreements (as in effect on the date hereof) listed in Schedule 6.09
hereto.

         SECTION 6.10. Restrictive Agreements. Neither Holdings nor the Borrower
will, nor will they permit any other Restricted Subsidiary to, directly or
indirectly, enter into, incur or permit to exist any agreement or other
arrangement that prohibits, restricts or imposes any condition upon (a) the
ability of Holdings or any Restricted Subsidiary to create, incur or permit to
exist any Lien upon any of its property or assets, or (b) the ability of any
Restricted Subsidiary to pay dividends or other distributions with respect to
any shares of its capital stock or to make or repay loans or advances to the
Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the
Borrower or any other Restricted Subsidiary; provided that (i) the foregoing
shall not apply to restrictions and conditions imposed by law or by any Loan
Document, the High Yield Notes or, to the extent that any such restrictions
therein, taken as a whole, are no more restrictive than those contained in the
High Yield Notes, any Qualifying Holdings Debt, (ii) the foregoing shall not
apply to restrictions and conditions existing on the date hereof identified on
Schedule 6.10 (but shall apply to any extension or renewal of, or any amendment
or modification expanding the scope of, any such restriction or condition),
(iii) the foregoing shall not apply to customary restrictions and conditions
contained in agreements relating to the sale of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) Section 6.10(a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness and (v) Section 6.10(a) of the foregoing shall not apply to
customary provisions in leases and other contracts restricting the assignment
thereof.

         SECTION 6.11. Fiscal Year. Holdings and the Borrower will not, and will
not permit any other Restricted Subsidiary to, change its fiscal year from a
fiscal year ending December 31.

         SECTION 6.12. Change in Business. Holdings and the Borrower will not,
and will not permit any other Restricted Subsidiary to, engage in any material
line of business other than the Telecommunications Business.

         SECTION 6.13. Amendment of Material Documents. Holdings and the
Borrower will not, and will not permit any other Restricted Subsidiary to,
without the prior written consent of the Required Lenders, consent to any
amendment, modification or waiver of (a) its certificate of incorporation,
by-laws or other organizational documents (except for the filing of a
Certificate of Designation with the Secretary of State of Delaware relating to
the issuance of preferred securities that are Qualifying Equity Interests of
such Person, to the extent provided for in its certificate of incorporation,
by-laws or other organizational documents), (b) the Other Financing Documents,
(c) any agreements governing any Qualifying Holdings Debt, (d) the Parent
Indemnity or (e) the Operative Documents, in each of the foregoing cases if such
amendment, modification of waiver could reasonably be expected to have (i) an
adverse effect on the ability of any Loan Party to perform any of its
obligations under any Loan Document or the rights of, or benefits available to,
the Lenders under any Loan Document or (ii) a Material Adverse Effect.

         SECTION 6.14. Designation of Unrestricted Subsidiaries. Holdings and
the Borrower will not designate any Restricted Subsidiary (other than a newly
created Subsidiary in which no Investment has previously been made) as an
Unrestricted Subsidiary (a "Subsidiary Designation") unless:



                                       78
<PAGE>

         (i)      no Default shall have occurred and be continuing at the time
                  of or after giving effect to such Subsidiary Designation;

         (ii)     after giving effect to such Subsidiary Designation, Holdings
                  would be in compliance with the covenants contained in Section
                  6.08 and Sections 6.15 through 6.19 on a pro forma basis as if
                  such Subsidiary Designation had been made on the first day of
                  the period of four fiscal quarters most recently ended in
                  respect of which financial statements have been delivered by
                  the Company pursuant to Section 5.01(a) or 5.01(b);

         (iii)    Holdings has delivered to the Administrative Agent (x) written
                  notice of such Subsidiary Designation and (y) a certificate of
                  a Financial Officer setting forth in reasonable detail
                  calculations demonstrating pro forma compliance with the
                  financial covenants contained in Section 6.08 and Sections
                  6.15 through 6.19, as required by clause (ii) above; and

         (iv)     on the date of such Subsidiary Designation, Holdings and the
                  Borrower would not be prohibited by Section 6.04(c) and the
                  proviso to Section 6.04 from making an Investment (a "Deemed
                  Subsidiary Investment") in an aggregate amount equal to the
                  fair market value (valued at the date of such Subsidiary
                  Designation) of (x) the net assets of such Restricted
                  Subsidiary or (y) if less than 100% of the Equity Interests in
                  such Restricted Subsidiary are held by Holdings and its
                  Restricted Subsidiaries, in an aggregate amount equal to the
                  percentage interest of Holdings and the Restricted
                  Subsidiaries in such net assets.

         Holdings and the Borrower will not, and will not permit any other
Restricted Subsidiary to (x) Guarantee any Indebtedness of any Unrestricted
Subsidiary, (y) be directly or indirectly liable for any Indebtedness of any
Unrestricted Subsidiary or (z) be directly or indirectly liable for any other
Indebtedness which provides that the holder thereof may (upon notice, lapse of
time or both) declare a default thereon (or cause such Indebtedness or the
payment thereof to be accelerated, payable or subject to repurchase prior to its
final scheduled maturity) upon the occurrence of a default with respect to any
other Indebtedness that is Indebtedness of an Unrestricted Subsidiary, except in
the case of clause (x) or (y) to the extent permitted under Section 6.01 and
Section 6.04 hereof. In no event may the Borrower be designated as an
Unrestricted Subsidiary.

         SECTION 6.15. Total Net Debt to Contributed Capital Ratio. The Total
Net Debt to Contributed Capital Ratio shall at no time prior to January 1, 2002
exceed .65 to 1.00.

         SECTION 6.16. Minimum EBITDA. The amount equal to (i) EBITDA for the
period of four fiscal quarters ending during any period set forth below plus
(ii) ADP Interest Expense for such period minus (iii) gains for such period
attributable to Dark Fiber and Capacity Dispositions plus (iv) Dark Fiber and
Capacity Proceeds for such period shall not be less than the amount set forth
below opposite such period:

<Table>
<Caption>
PERIOD                                                AMOUNT
------                                                ------
<S>                                                   <C>
January 1, 2001-March 31, 2001                        $200,000,000
April 1, 2001-June 30, 2001                           $300,000,000
July 1, 2001-September 30, 2001                       $350,000,000
October 1, 2001-December 31, 2001                     $350,000,000
</Table>



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<PAGE>

         SECTION 6.17. Total Leverage Ratio. (a) The Total Leverage Ratio during
any period set forth below shall not exceed the ratio set forth below opposite
such period:

<Table>
<Caption>
                                                      TOTAL
PERIOD                                                LEVERAGE RATIO
------                                                --------------
<S>                                                   <C>
March 31, 2002-December 30, 2002                      12.50:1.00
December 31, 2002-December 30, 2003                   9.50:1.00
December 31, 2003 and thereafter                      4.00:1.00
</Table>

         SECTION 6.18. Senior Leverage Ratio. The Senior Leverage Ratio during
any period set forth below shall not exceed the ratio set forth below opposite
such period:

<Table>
<Caption>
                                                      SENIOR
PERIOD                                                LEVERAGE RATIO
------                                                --------------
<S>                                                   <C>
March 31, 2002-December 30, 2002                      5.25:1.00
December 31, 2002-December 30, 2003                   3.25:1.00
December 31, 2003 and thereafter                      2.50:1.00
</Table>

         SECTION 6.19. Interest Coverage Ratio. The Interest Coverage Ratio for
any period of four consecutive fiscal quarters ending during any period set
forth below shall not be less than the ratio set forth below opposite such
period:

<Table>
<Caption>
                                                     INTEREST
PERIOD                                               COVERAGE RATIO
------                                               --------------
<S>                                                  <C>
June 30, 2002-June 29, 2003                          1.00:1.00
June 30, 2003-December 30, 2003                      1.50:1.00
December 31, 2003 and thereafter                     2.00:1.00
</Table>

         SECTION 6.20. Financial Covenant Non-Compliance Cure. (a) At any time
prior to the consummation of the Spin-Off, in the event that Holdings and the
Restricted Subsidiaries fail to comply with any of Sections 6.15 through 6.19,
inclusive, for any period or on any date set forth therein, the Parent shall
have the right, but not the obligation, to make, within three Business Days of
the date upon which financial statements as of the last day of such period are
delivered or required to be delivered pursuant to Section 5.01(a) or (b), a cash
equity contribution to Holdings in exchange for Qualifying Equity Interests of
Holdings (which Holdings shall thereupon contribute to the Borrower, in exchange
for Qualifying Equity Interests of the Borrower) to cure such failure.

         (b) If such contribution is made to cure a failure to comply with the
covenant contained in Section 6.16, such contribution shall be in an amount
sufficient, when added to EBITDA for the applicable period, to enable Holdings
and the Restricted Subsidiaries to comply with such covenant on a consolidated
basis. Upon the making of any such capital contribution to Holdings and to the
Borrower in the amount specified above, the amount so contributed (to the
extent, but only to the extent, of the shortfall in EBITDA for the applicable
period) shall thereafter be deemed to have been EBITDA in the last fiscal
quarter of such period for purposes of all calculations in respect of compliance
with Section 6.16 thereafter.

         (c) If such contribution is made to cure a failure to comply with a
covenant contained in Section 6.15, 6.17, 6.18 or 6.19, such contribution shall
be in an amount sufficient, when applied to repay or prepay Indebtedness of
Holdings and the Restricted Subsidiaries, to enable Holdings and the Restricted
Subsidiaries, on a pro forma basis



                                       80
<PAGE>

after giving effect to such contribution and application, to comply with such
covenant on a consolidated basis.

         (d) The right to cure provided in this Section 6.20 may not be
exercised in respect of more than two consecutive quarters or more than three
times in the aggregate during the term of the Facilities.

                                    ARTICLE 7

                                EVENTS OF DEFAULT

         SECTION 7.1. Events of Default. If any of the following events ("Events
of Default") shall occur:

         (a) the Borrower shall fail to pay any principal of any Loan or any
reimbursement obligation in respect of any LC Disbursement when and as the same
shall become due and payable, whether at the due date thereof or at a date fixed
for prepayment thereof or otherwise;

         (b) the Borrower shall fail to pay any interest on any Loan or any fee
or any other amount (other than an amount referred to in Section 7.01(a))
payable under this Agreement or any other Loan Document, when and as the same
shall become due and payable, and such failure shall continue unremedied for a
period of three Business Days;

         (c) any representation or warranty made or deemed made by or on behalf
of the Parent or any Loan Party in or in connection with any Loan Document or
any amendment or modification thereof or waiver thereunder, or in any report,
certificate, financial statement or other document furnished pursuant to or in
connection with any Loan Document or any amendment or modification thereof or
waiver thereunder, shall prove to have been incorrect in any material respect
when made or deemed made;

         (d) (i) Holdings or the Borrower shall fail to observe or perform any
covenant, condition or agreement contained in Section 5.02, 5.03 (with respect
to the existence of Holdings or the Borrower), 5.10, 5.11A, 5.11B, 5.13, 5.17,
5.18 or in Article 6, or (i) such failure shall continue unremedied for a period
of 30 days after the earlier to occur of (x) knowledge thereof by any Loan Party
or (y) notice thereof from the Administrative Agent to the Borrower (which
notice will be given at the request of any Lender);

         (e) any Loan Party shall fail to observe or perform any covenant,
condition or agreement contained in any Loan Document (other than those
specified in Sections 7.01(a), 7.01(b) or 7.01(d)), and such failure shall
continue unremedied for a period of 30 days after the earlier to occur of (i)
knowledge thereof by any Loan Party or (ii) notice thereof from the
Administrative Agent to the Borrower (which notice will be given at the request
of any Lender);



                                       81
<PAGE>

         (f) Holdings or any Restricted Subsidiary shall fail to make any
payment (whether of principal or interest and regardless of amount) in respect
of any Material Indebtedness, when and as the same shall become due and payable
(subject to any applicable grace period);

         (g) any event or condition occurs that results in any Material
Indebtedness or Permitted Receivables Financing becoming due prior to its
scheduled maturity or that enables or permits (with or without the giving of
notice, the lapse of time or both) the holder or holders of any Material
Indebtedness or Permitted Receivables Financing or any trustee or agent on its
or their behalf to cause any Material Indebtedness or Permitted Receivables
Financing to become due, or to require the prepayment, repurchase, redemption or
defeasance thereof, prior to its scheduled maturity; provided that this Section
7.01(g) shall not apply to secured Indebtedness permitted hereunder that becomes
due as a result of the voluntary sale or transfer of the property or assets
securing such Indebtedness;

         (h) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or other relief
in respect of Holdings or any Restricted Subsidiary or its debts, or of a
substantial part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership or similar law now or hereafter in effect or (ii) the
appointment of a receiver, trustee, custodian, sequestrator, conservator or
similar official for Holdings or any Restricted Subsidiary or for a substantial
part of its assets, and, in any such case, such proceeding or petition shall
continue undismissed for 60 days or an order or decree approving or ordering any
of the foregoing shall be entered;

         (i) Holdings or any Restricted Subsidiary shall (i) voluntarily
commence any proceeding or file any petition seeking liquidation, reorganization
or other relief under any Federal, state or foreign bankruptcy, insolvency,
receivership or similar law now or hereafter in effect, (ii) consent to the
institution of, or fail to contest in a timely and appropriate manner, any
proceeding or petition described in Section 7.01(h), (iii) apply for or consent
to the appointment of a receiver, trustee, custodian, sequestrator, conservator
or similar official for Holdings or any Restricted Subsidiary or for a
substantial part of its assets, (iv) file an answer admitting the material
allegations of a petition filed against it in any such proceeding, (v) make a
general assignment for the benefit of creditors or (vi) take any action for the
purpose of effecting any of the foregoing;

         (j) Holdings or any Restricted Subsidiary shall become unable, admit in
writing its inability or fail generally, to pay its debts as they become due;

         (k) one or more judgments for the payment of money in an aggregate
amount in excess of $25,000,000 shall be rendered against Holdings, any
Restricted Subsidiary or any combination thereof and the same shall remain
undischarged for a period of 30 consecutive days during which execution shall
not be effectively stayed, or any action shall be legally taken by a judgment
creditor to attach or levy upon any assets of Holdings or any Restricted
Subsidiary to enforce any such judgment;

         (l) an ERISA Event shall have occurred that, in the opinion of the
Required Lenders, when taken together with all other ERISA Events that have
occurred, could



                                       82
<PAGE>

reasonably be expected to result in liability of Holdings and the Restricted
Subsidiaries in an aggregate amount exceeding $25,000,000 for all periods;

         (m) any Lien (if any) purported to be created under any Collateral
Document shall cease to be, or shall be asserted by any Loan Party not to be, a
valid and perfected Lien on any Collateral having a fair market value in excess
of $1,000,000, with the priority required by the applicable Collateral Document,
except (i) as a result of the sale or other disposition of the applicable
Collateral in a transaction permitted under the Loan Documents or (ii) pursuant
to a Collateral Release Event;

         (n) any Guarantee by Holdings or any Subsidiary Loan Party under any
Loan Document shall cease for any reason (other than the merger out of existence
of such Guarantor pursuant to a transaction permitted hereunder or pursuant to
the express terms of such Guarantee) to be in full force and effect, or Holdings
or any Subsidiary Loan Party shall so assert in writing;

         (o) a Change in Control shall occur; and

         (p) at any time prior to the consummation of the Spin-Off, the senior
unsecured long-term debt of the Parent shall be rated less than BBB- by S&P or
less than Baa3 by Moody's;

then, and in every such event (other than an event with respect to Holdings or
the Borrower described in Section 7.01(h) or 7.01(i)), and at any time
thereafter during the continuance of such event, the Administrative Agent may,
and at the request of the Required Lenders shall, by notice to the Borrower,
take either or both of the following actions, at the same or different times:
(i) terminate the Commitments, and thereupon the Commitments shall terminate
immediately, and (ii) declare the Loans then outstanding to be due and payable
in whole (or in part, in which case any principal not so declared to be due and
payable may thereafter be declared to be due and payable), and thereupon the
principal of the Loans so declared to be due and payable, together with accrued
interest thereon and all fees and other obligations of the Borrower accrued
hereunder, shall become due and payable immediately, without presentment,
demand, protest or other notice of any kind, all of which are hereby waived by
Holdings and the Borrower; and in the case of any event with respect to Holdings
or the Borrower described in Section 7.01(h) or 7.01(i), the Commitments shall
automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon and all fees and other obligations of the
Borrower accrued hereunder, shall automatically become due and payable, without
presentment, demand, protest or other notice of any kind, all of which are
hereby waived by Holdings and the Borrower.

                                    ARTICLE 8

                                   THE AGENTS

         SECTION 8.1. Appointment, Powers, Immunities. (a) Each Lender,
Swingline Lender and Issuing Bank hereby irrevocably appoints the Administrative
Agent as its agent and authorizes the Administrative Agent to take such actions
on its behalf and to exercise such powers as are delegated to the Administrative
Agent by the terms of the Loan Documents, together with such actions and powers
as are reasonably incidental thereto.

         (b) The institutions serving as Agents hereunder shall have the same
rights and powers in their capacities as Lenders, Swingline Lenders or Issuing
Banks, as the case



                                       83
<PAGE>

may be, as any other Lenders, Swingline Lenders or Issuing Banks and may
exercise the same as though they were not Agents, and each such institution and
its affiliates may accept deposits from, lend money to and generally engage in
any kind of business with Holdings or any Subsidiary or other Affiliate thereof
as if it were not an Agent hereunder.

         (c) The Agents shall not have any duties or obligations except those
expressly set forth in the Loan Documents. Without limiting the generality of
the foregoing, (i) the Agents shall not be subject to any fiduciary or other
implied duties, regardless of whether a Default has occurred and is continuing,
(ii) the Agents shall not have any duty to take any discretionary action or
exercise any discretionary powers, except discretionary rights and powers
expressly contemplated by the Loan Documents that an Agent is required to
exercise in writing by the Required Lenders (or such other number or percentage
of the Lenders as shall be necessary under the circumstances as provided in
Section 10.02), and (iii) except as expressly set forth in the Loan Documents,
the Agents shall not have any duty to disclose, and shall not be liable for the
failure to disclose, any information relating to Holdings or any Subsidiary that
is communicated to or obtained by any institution serving as an Agent or any of
its affiliates in any capacity.

         (d) No Agent shall be liable for any action taken or not taken by it
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 10.02) or in the absence of its own gross negligence or
wilful misconduct.

         (e) No Agent shall be deemed to have knowledge of any Default unless
and until written notice thereof is given to such Agent by Holdings, the
Borrower or a Lender, and no Agent shall be responsible for or have any duty to
ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with any Loan Document, (ii) the contents of any certificate,
report or other document delivered thereunder or in connection therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth in any Loan Document, (iv) the validity, enforceability,
effectiveness or genuineness of any Loan Document or any other agreement,
instrument or document, or (v) the satisfaction of any condition set forth in
Article 4 or elsewhere in any Loan Document, other than, in the case of the
Administrative Agent, to confirm receipt of items expressly required to be
delivered to the Administrative Agent.

         SECTION 8.2. Reliance by Agents. Each Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request,
certificate, consent, statement, instrument, document or other writing believed
by it to be genuine and to have been signed or sent by the proper Person. Each
Agent also may rely upon any statement made to it orally or by telephone and
believed by it to be made by the proper Person, and shall not incur any
liability for relying thereon. Each Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or experts.

         SECTION 8.3. Delegation to Sub-Agents. Each Agent may perform any and
all of its duties and exercise any of its rights and powers by or through any
one or more sub-agents appointed by such Agent. The Agents and any such
sub-agents may perform any and all of their duties and exercise rights and
powers through their respective Related Parties. The exculpatory provisions of
the preceding paragraphs shall



                                       84
<PAGE>

apply to any such sub-agent and to the Related Parties of each Agent and any
such sub-agent, and shall apply to their respective activities in connection
with the syndication of the credit facilities provided for herein as well as
activities as Agent.

         SECTION 8.4. Resignation of Agents. Subject to the appointment and
acceptance of a successor Agent as provided in this paragraph, any Agent may
resign at any time by notifying the Lenders, the Issuing Banks and the Borrower.
Upon any such resignation, the Required Lenders shall have the right, in
consultation with the Borrower, to appoint a successor. If no successor shall
have been so appointed by the Required Lenders and shall have accepted such
appointment within 30 days after the retiring Agent gives notice of its
resignation, then the retiring Agent may, on behalf of the Lenders and the
Issuing Banks, appoint a successor Agent which shall be a bank organized under
the laws of the United States or any State thereof, having (x) an office in any
State of the United States and (y) capital, surplus and undivided profits
aggregating at least $200,000,000, or an affiliate of any such bank. Upon the
acceptance of its appointment as Agent hereunder by a successor, such successor
shall succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations hereunder. The fees payable by the Borrower to a
successor Agent shall be the same as those payable to its predecessor unless
otherwise agreed between the Borrower and such successor. After the Agent's
resignation hereunder, the provisions of this Article and Section 10.03 shall
continue in effect for the benefit of such retiring Agent, its sub-agents and
their respective Related Parties in respect of any actions taken or omitted to
be taken by any of them while it was acting as Agent.

         SECTION 8.5. Non-reliance on Agents or other Lenders. Each Lender
acknowledges that it has, independently and without reliance upon any Agent or
any other Lender and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this
Agreement. Each Lender also acknowledges that it will, independently and without
reliance upon any Agent, any Issuing Bank or any other Lender and based on such
documents and information as it shall from time to time deem appropriate,
continue to make its own decisions in taking or not taking action under or based
upon this Agreement, any other Loan Document or related agreement or any
document furnished hereunder or thereunder.

         SECTION 8.6. Syndication Agent, Incremental Facility Arrangers and
Co-Documentation Agents. Notwithstanding anything in this Agreement or any Loan
Document to the contrary, the Syndication Agent, the Incremental Facility
Arrangers and the Co-Documentation Agents shall have no obligation or
responsibility as such hereunder other than, in the case of the Syndication
Agent or the Incremental Facility Arrangers, as expressly set forth herein.

                                    ARTICLE 9

                               HOLDINGS GUARANTEE

         SECTION 9.1. The Guarantee. Holdings unconditionally and irrevocably
guarantees the full and punctual payment of all present and future indebtedness
and other obligations of the Borrower evidenced by or arising under any Loan
Document and all present and future indebtedness and other obligations of the
Borrower or any other Restricted Subsidiary under any Hedging Agreement
permitted under Section 6.01 (a "Specified Hedging Agreement") as and when the
same shall become due and payable, whether at maturity or by declaration or
otherwise, according to the terms hereof and thereof (including, without
limitation, any Post-Petition Interest). If the Borrower or any other Restricted
Subsidiary fails punctually to pay any indebtedness or other obligation
guaranteed hereby which is due and payable, Holdings unconditionally agrees to
cause such payment to be made punctually as and when the same shall become due
and payable, whether at maturity or by declaration or otherwise, and as if such
payment were made by the Borrower or such other Restricted Subsidiary.



                                       85
<PAGE>

         SECTION 9.2. Guarantee Unconditional. The obligations of Holdings under
this Article 9 shall be unconditional and absolute and, without limiting the
generality of the foregoing, shall not be released, discharged or otherwise
affected by:

                  (a) any extension, renewal, settlement, compromise, waiver or
         release in respect of any obligation of the Borrower or any other Loan
         Party under any Loan Document or Specified Hedging Agreement, by
         operation of law or otherwise;

                  (b) any modification, amendment or waiver of or supplement to
         any Loan Document or Specified Hedging Agreement;

                  (c) any release, impairment, non-perfection or invalidity of
         any direct or indirect security, or of any guarantee or other liability
         of any third party, for any obligation of the Borrower or any Loan
         Party under any Loan Document or Specified Hedging Agreement;

                  (d) any change in the corporate existence, structure or
         ownership of the Borrower or any other Loan Party or any insolvency,
         bankruptcy, reorganization or other similar proceeding affecting the
         Borrower or any other Loan Party or its assets, or any resulting
         release or discharge of any obligation of the Borrower or any other
         Loan Party contained in any Loan Document or Specified Hedging
         Agreement;

                  (e) the existence of any claim, set-off or other rights which
         Holdings may have at any time against the Borrower or any other Loan
         Party, any Agent, any Issuing Bank, any Lender or any other Person,
         whether or not arising in connection herewith or any unrelated
         transaction; provided that nothing herein shall prevent the assertion
         of any such claim by separate suit or compulsory counterclaim;

                  (f) any invalidity or unenforceability relating to or against
         the Borrower or any other Loan Party for any reason of any Loan
         Document or Specified Hedging Agreement, or any provision of applicable
         law or regulation purporting to prohibit the payment by any other Loan
         Party of any amount payable by it under any Loan Document or Specified
         Hedging Agreement; or

                  (g) any other act or omission to act or delay of any kind by
         any other Loan Party, any Lender or any other Person or any other
         circumstance that might, but for the provisions of this Section,
         constitute a legal or equitable discharge of Holdings' obligations
         under this Article 9.

         SECTION 9.3. Discharge Only Upon Payment in Full; Reinstatement in
Certain Circumstances. Holdings' obligations under this Article 9 constitute a
continuing guaranty and shall remain in full force and effect until the
Commitments shall have been terminated, all Letters of Credit shall have expired
or been terminated, all Specified Hedging Agreements shall have been terminated
and all amounts payable under the Loan Documents and the Specified Hedging
Agreements shall have been indefeasibly paid in full. If at any time any amount
payable by the Borrower under any Loan Document or by the Borrower or any other
Restricted Subsidiary under any Specified Hedging Agreement is rescinded or must
be otherwise restored or returned upon the insolvency, bankruptcy or
reorganization of any Loan Party or otherwise,



                                       86
<PAGE>

Holdings' obligations under this Article 9 with respect to such payment shall be
reinstated at such time as though such payment had become due but had not been
made at such time.

         SECTION 9.4. Waiver. Holdings irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as
any requirement that at any time any action be taken by any Person against the
Borrower or any other Restricted Subsidiary or any other Person.

         SECTION 9.5. Subrogation. When Holdings makes any payment under this
Article 9 with respect to the obligations of the Borrower or any other
Restricted Subsidiary, Holdings shall be subrogated to the rights of the payee
against the Borrower or such other Restricted Subsidiary with respect to the
portion of such obligations paid by Holdings; provided that Holdings shall not
enforce any payment by way of subrogation or contribution against the Borrower
or any Subsidiary so long as any amount payable under any Loan Document or
Specified Hedging Agreement remains unpaid.

         SECTION 9.6. Stay of Acceleration. If acceleration of the time for
payment of any amount payable by any Loan Party under any Loan Document or
Specified Hedging Agreement is stayed upon the insolvency, bankruptcy or
reorganization of such Loan Party, all such amounts otherwise subject to
acceleration under the terms of such Loan Document or Specified Hedging
Agreement shall nonetheless be payable by Holdings under this Article 9
forthwith on demand by the Administrative Agent made, in the case of any Loans,
at the request of the requisite number of Lenders specified in Section 7.01
hereof or, in the case of obligations under a Specified Hedging Agreement, at
the request of the relevant Lender or Lenders or affiliate or affiliates of such
Lender or Lenders.

         SECTION 9.7. Successors and Assigns. This guarantee is for the benefit
of the Lenders, the Hedge Counterparties and their respective successors and
assigns. If any Loans, participations in Letters of Credit or Swingline Loans or
other amounts payable under the Loan Documents are assigned pursuant to Section
10.04 of the Credit Agreement, or any rights under any Specified Hedging
Agreement are assigned pursuant thereto, the rights under this Article 9, to the
extent applicable to the indebtedness so assigned, shall be transferred with
such indebtedness.

                                   ARTICLE 10

                                  MISCELLANEOUS

         SECTION 10.1. Notices. Except in the case of notices and other
communications expressly permitted to be given by telephone, all notices and
other communications provided for herein shall be in writing and shall be
delivered by hand or overnight courier service, mailed by certified or
registered mail or sent by telecopy, as follows:

         (a) if to Holdings or the Borrower, to it at Williams Communications
Group, Inc., One Williams Center, Suite 2600, Tulsa, Oklahoma 74172, Attention
of (other than administrative notices) Scott E. Schubert (Telecopy No.
918-573-6024) or (for administrative notices) Attention of Kerri Lyle (Telecopy
No. 918-573-6558);

         (b) if to the Administrative Agent, to it at Bank of America, N.A., 901
Main Street, Dallas, Texas 75202, Attention of (other than Borrowing Requests)
Pamela Kurtzman, 64th Floor (Telecopy No. (214) 209-9390) or (for Borrowing
Requests) Judy Schneidmiller, 14th Floor (Telecopy No. 214-209-2118);



                                       87
<PAGE>

         (c) if to Bank of America, as Issuing Bank, to it at 901 Main Street,
64th Floor, Main Street, Dallas, Texas 75202, Attention of Pamela Kurtzman
(Telecopy No. 214-209-9390);

         (d) if to Chase, as Issuing Bank, to it at 270 Park Avenue, 37th Floor,
New York, New York 10017, Attention of Joe Brusco (Telecopy No. 212-270-4164);

         (e) if to Bank of America, as Swingline Lender, to it at 901 Main
Street, 64th Floor, Main Street, Dallas, Texas 75202, Attention of Pamela
Kurtzman (Telecopy No. 214-209-9390);

         (f) if to Chase, as Swingline Lender, to it at One Chase Manhattan
Plaza, 8th Floor, New York, New York 10081, Attention of Winslowe Ogbourne
(Telecopy No. 212-552-5700); and

         (g) if to any other Lender, to it at its address (or telecopy number)
set forth in its Administrative Questionnaire.

         Any party hereto may change its address or telecopy number for notices
and other communications hereunder by notice to the other parties hereto. All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given on the date
of receipt.

         SECTION 10.2. Waivers; Amendments. (a) No failure or delay by the
Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power. The rights and remedies of the
Administrative Agent, the Issuing Banks, the Swingline Lenders and the Lenders
hereunder and under the other Loan Documents are cumulative and are not
exclusive of any rights or remedies that they would otherwise have. No waiver of
any provision of any Loan Document or consent to any departure by any Loan Party
therefrom shall in any event be effective unless the same shall be permitted by
Section 10.02(b), and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan or issuance of a Letter of
Credit shall not be construed as a waiver of any Default, regardless of whether
the Administrative Agent, any Lender, any Issuing Bank or any Swingline Lender
may have had notice or knowledge of such Default at the time.

         (b) Neither this Agreement nor any other Loan Document nor any
provision hereof or thereof may be waived, amended or modified except, in the
case of this Agreement, pursuant to an agreement or agreements in writing
entered into by Holdings, the Borrower and the Required Lenders or, in the case
of any other Loan Document, pursuant to an agreement or agreements in writing
entered into by the Administrative Agent and the Loan Party or Loan Parties that
are parties thereto, in each case with the consent of the Required Lenders;
provided that no such agreement shall (i) increase the Commitment of any Lender
without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or LC Disbursement or reduce the rate of interest thereon, or reduce
any fees payable hereunder, without the written consent of each Lender affected
thereby, (iii) postpone the scheduled date of payment of the principal amount of
any Loan or LC Disbursement, or any interest thereon, or any fees payable
hereunder, or



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<PAGE>

reduce the amount of, waive or excuse any such payment, or postpone the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.18(b) or 2.18(c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of "Required Lenders" or any other provision of any Loan
Document specifying the number or percentage of Lenders (or Lenders of any
Class) required to waive, amend or modify any rights thereunder or make any
determination or grant any consent thereunder, without the written consent of
each Lender (or each Lender of such Class, as the case may be), (vi) release
Holdings or substantially all of the Subsidiary Loan Parties from their
respective Guarantees hereunder under the Subsidiary Guarantee (except as
expressly provided herein or therein), or limit its liability in respect of such
Guarantee, without the written consent of each Lender, (vii) change any
condition set forth in Section 4.03 without the written consent of each
Incremental Lender, or (viii) change any provisions of any Loan Document in a
manner that by its terms adversely affects the rights in respect of payments due
to, or requirements to make loans by, Lenders holding Loans of any Class
differently than those holding Loans of any other Class, without the written
consent of Lenders holding a majority in interest of the outstanding Loans and
unused Commitments of each affected Class; provided further that (A) no such
agreement shall amend, modify or otherwise affect the rights or duties of the
Administrative Agent, any Issuing Bank or any Swingline Lender without the prior
written consent of the Administrative Agent, the affected Issuing Bank or the
affected Swingline Lender, as the case may be, and (B) any waiver, amendment or
modification of this Agreement that by its terms affects the rights or duties
under this Agreement of the Lenders with Commitments or Loans of any Class or
Classes (but not Lenders with Commitments or Loans of any other Class or
Classes) may be effected by an agreement or agreements in writing entered into
by Holdings, the Borrower and the requisite percentage in interest of the
Lenders with Commitments or Loans of the affected Class or Classes.

         SECTION 10.3. Expenses; Indemnity; Damage Waiver. (a) The Borrower
shall pay (i) all reasonable out-of-pocket expenses incurred by the
Administrative Agent, the Syndication Agent and the Incremental Facility
Arrangers and their respective affiliates, including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent, the
Syndication Agent and the Incremental Facility Arrangers in connection with the
syndication of the credit facilities provided for herein, the preparation and
administration of the Loan Documents or any amendments, modifications or waivers
of the provisions thereof (whether or not the transactions contemplated hereby
or thereby shall be consummated), (ii) all reasonable out-of-pocket expenses
incurred by any Issuing Bank in connection with the issuance, amendment, renewal
or extension of any Letter of Credit or any demand for payment thereunder and
(iii) all out-of-pocket expenses incurred by the Administrative Agent, the
Syndication Agent, the Incremental Facility Arrangers, any Issuing Bank, any
Swingline Lender or any Lender, including the fees, charges and disbursements of
any counsel for the Administrative Agent, the Incremental Facility Arrangers and
the Syndication Agent, any Issuing Bank, any Swingline Lender or any Lender, in
connection with the enforcement or protection of its rights in connection with
the Loan Documents, including its rights under this Section, or in connection
with the Loans made or Letters of Credit issued hereunder, including all such
out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.

         (b) The Borrower shall indemnify the Administrative Agent, the
Syndication Agent, the Incremental Facility Arrangers, the Issuing Banks, the
Swingline Lenders and each Lender, and each Related Party of any of the
foregoing Persons (each such Person



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<PAGE>

being called an "Indemnitee") against, and hold each Indemnitee harmless from,
any and all losses, claims, damages, liabilities and related expenses, including
the fees, charges and disbursements of any counsel for any Indemnitee, incurred
by or asserted against any Indemnitee arising out of, in connection with, or as
a result of (i) the execution or delivery of any Loan Document or any other
agreement or instrument contemplated hereby, the performance by the parties to
the Loan Documents of their respective obligations thereunder or the
consummation of the Transactions or any other transactions contemplated hereby,
(ii) any Loan or Letter of Credit or the use of the proceeds therefrom
(including any refusal by any Issuing Bank to honor a demand for payment under a
Letter of Credit if the documents presented in connection with such demand do
not strictly comply with the terms of such Letter of Credit), (iii) any actual
or alleged presence or release of Hazardous Materials on or from any property
owned or operated by Holdings or any Subsidiary, or any Environmental Liability
related in any way to Holdings or any Subsidiary, or (iv) any actual or
prospective claim, litigation, investigation or proceeding relating to any of
the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or wilful misconduct of such Indemnitee.

         (c) To the extent that the Borrower fails to pay any amount required to
be paid by it to the Administrative Agent, the Incremental Facility Arrangers,
any Issuing Bank or any Swingline Lender under Sections 10.03(a) or 10.03(b),
each Lender severally agrees to pay to the Administrative Agent, the Syndication
Agent, the Incremental Facility Arrangers, any Issuing Bank or any Swingline
Lender, as the case may be, such Lender's pro rata share (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of
such unpaid amount; provided that the unreimbursed expense or indemnified loss,
claim, damage, liability or related expense, as the case may be, was incurred by
or asserted against the Administrative Agent, the Syndication Agent, the
Incremental Facility Arrangers, any Issuing Bank or any Swingline Lender in its
capacity as such. For purposes hereof, a Lender's "pro rata share" shall be
determined based upon its share of the sum of the total Revolving Exposures,
outstanding Loans (other than Revolving Loans) and unused Commitments (other
than Revolving Commitments) at the time.

         (d) To the extent permitted by applicable law, Holdings and the
Borrower will not and will not permit any other Restricted Subsidiary to assert,
and each hereby waives for itself and on behalf of its subsidiaries, any claim
against any Indemnitee, on any theory of liability, for special, indirect,
consequential or punitive damages (as opposed to direct or actual damages)
arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or
Letter of Credit or the use of the proceeds thereof.

         (e) All amounts due under this Section shall be payable promptly after
written demand therefor.



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<PAGE>

         SECTION 10.4. Successors and Assigns. (a) The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns permitted hereby (including any
affiliate of any Issuing Bank that issues any Letter of Credit), except that the
Borrower may not assign or otherwise transfer any of its rights or obligations
hereunder without the prior written consent of each Lender, each Issuing Bank
and each Swingline Lender (and any attempted assignment or transfer by the
Borrower without such consent shall be null and void). Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person
(other than the parties hereto, their respective successors and assigns
permitted hereby (including any affiliate of any Issuing Bank that issues any
Letter of Credit) and, to the extent expressly contemplated hereby, the Related
Parties of each of the Administrative Agent, the Issuing Banks, the Swingline
Lenders and the Lenders) any legal or equitable right, remedy or claim under or
by reason of this Agreement.

         (b) (1) Any Lender may assign to one or more assignees all or a portion
of its rights and obligations under this Agreement (including all or a portion
of its Commitments and the Loans at the time owing to it); provided that (i)
each of the Borrower (except in the case of an assignment to a Lender or an
affiliate of a Lender) and Administrative Agent (except in the case of an
assignment to an affiliate of a Lender) (and, in the case of an assignment of
all or a portion of a Revolving Commitment or any Lender's obligations in
respect of its LC Exposure or Swingline Exposure, the Issuing Banks and the
Swingline Lenders) must give its prior written consent to such assignment (which
consent shall not be unreasonably withheld), (ii) except in the case of an
assignment to a Lender or an affiliate of a Lender or an assignment of the
entire remaining amount of the assigning Lender's Commitments or Loans, after
giving effect to such assignment, the amount of the Commitments or Loans of each
Class held by each of the assignor Lender and its affiliates and the assignee
Lender and its affiliates (determined in each case as of the date the Assignment
and Acceptance with respect to such assignment is delivered to the
Administrative Agent) shall not be less than $1,000,000 unless each of the
Borrower and the Administrative Agent otherwise consent, (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the
assigning Lender's rights and obligations under this Agreement, except that this
Section 10.04(b)(iii) shall not be construed to prohibit the assignment of a
proportionate part of all the assigning Lender's rights and obligations in
respect of one Class of Commitments or Loans, (iv) the parties to each
assignment (excluding any assignment by a Lender to an affiliate of such Lender)
shall execute and deliver to the Administrative Agent an Assignment and
Acceptance, together with a processing and recordation fee of $3,500, (v) the
parties to each assignment by a Lender to an affiliate of such Lender shall
execute and deliver to the Administrative Agent an Assignment and Acceptance,
together with a processing and recordation fee of $1,500, (vi) the assignee, if
it shall not be a Lender, shall deliver to the Administrative Agent an
Administrative Questionnaire and (vii) the Incremental Facility Arrangers shall
be notified by the Administrative Agent of any assignment of the Incremental
Facility; and provided further that any consent of the Borrower otherwise
required under this paragraph shall not be required if an Event of Default has
occurred and is continuing. Subject to acceptance and recording thereof pursuant
to Section 10.04(d), from and after the effective date specified in each
Assignment and Acceptance the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, have
the rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and



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Acceptance covering all of the assigning Lender's rights and obligations under
this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.15, 2.16, 2.17 and 10.03). Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with Section 10.04(e). Each Lender that is an
investment fund hereby agrees to notify the Administrative Agent and the
Incremental Facility Arrangers of any change of the identity of the investment
manager for such fund.

         (2) Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle (an
"SPC") identified as such in writing from time to time by the Granting Lender to
the Administrative Agent and the Borrower, the option to provide to the Borrower
all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Borrower pursuant to this Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to make any Loan, (ii)
if an SPC elects not to exercise such option or otherwise fails to provide all
or any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof. The making of a Loan by an SPC hereunder
shall utilize the Commitment of the Granting Lender to the same extent, and as
if, such Loan were made by such Granting Lender. Each party hereto hereby agrees
that no SPC shall be liable for any indemnity or similar payment obligation
under this Agreement (all liability for which shall remain with the Granting
Lender). In furtherance of the foregoing, each party hereto hereby agrees (which
agreement shall survive the termination of this Agreement) that, prior to the
date that is one year and one day after the payment in full of all outstanding
commercial paper or other senior indebtedness of any SPC, it will not institute
against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under the laws of the United States or any State thereof. In addition,
notwithstanding anything to the contrary contained in this Section 10.04, any
SPC may (i) with notice to, but without the prior written consent of, the
Borrower and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by the Borrower and
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPC to support the funding or maintenance of Loans and (ii)
disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC. This section may not
be amended without the written consent of each SPC that, at the time of such
proposed amendment, has an outstanding Loan or Loans to the Borrower. For
purposes of Section 10.02 of this Agreement and any other provision of any Loan
Document requiring the consent or approval of any Lender, the Granting Lender
shall, notwithstanding the funding of any Loans by any SPC, have the sole right
to consent to or approve any waiver or amendment of any provision of this
Agreement or any other Loan Document or to exercise any other right to consent
or to grant approval under any Loan Document.

         (c) The Administrative Agent, acting for this purpose as an agent of
the Borrower, shall maintain at one of its offices in any State of the United
States, a copy of each Assignment and Acceptance delivered to it and a register
for the recordation of the names and addresses of the Lenders, and the
Commitments of, and principal amount of the Loans and LC Disbursements owing to,
each Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and Holdings, the Borrower, the
Administrative Agent, the Issuing Banks, the Swingline Lenders and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the
terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The Register shall be available for
inspection by the Borrower, any Issuing Bank, any Swingline Lender and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.



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<PAGE>

         (d) Upon its receipt of a duly completed Assignment and Acceptance
executed by an assigning Lender and an assignee, the assignee's completed
Administrative Questionnaire (unless the assignee shall already be a Lender
hereunder), the processing and recordation fee referred to in Section 10.04(b)
and any written consent to such assignment required by Section 10.04(b), the
Administrative Agent shall accept such Assignment and Acceptance and record the
information contained therein in the Register. No assignment shall be effective
for purposes of this Agreement unless it has been recorded in the Register as
provided in this paragraph.

         (e) Any Lender may, without the consent of the Borrower, the
Administrative Agent, any Issuing Bank or any Swingline Lender, sell
participations to one or more banks or other entities (a "Participant") in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitments and the Loans owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) Holdings, the Borrower,
the Administrative Agent, the Issuing Banks, the Swingline Lenders and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement. Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce the Loan
Documents and to approve any amendment, modification or waiver of any provision
of the Loan Documents; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver described in the first proviso to Section
10.02(b) that affects such Participant. Subject to Section 10.04(f), the
Borrower agrees that each Participant shall be entitled to the benefits of
Sections 2.15, 2.16 and 2.17 to the same extent as if it were a Lender and had
acquired its interest by assignment pursuant to Section 10.04(b). To the extent
permitted by law, each Participant also shall be entitled to the benefits of
Section 10.08 as though it were a Lender, provided such Participant agrees to be
subject to Section 2.18(c) as though it were a Lender.

         (f) A Participant shall not be entitled to receive any greater payment
under Section 2.15 or 2.17 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.17 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 2.17(e) as
though it were a Lender.

         (g) Any Lender may at any time pledge or assign a security interest in
all or any portion of its rights under this Agreement to secure obligations of
such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or
assignment of a security interest; provided that no such pledge or assignment of
a security interest shall release a Lender from any of



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its obligations hereunder or substitute any such pledgee or assignee for such
Lender as a party hereto.

         SECTION 10.5. Survival. All covenants, agreements, representations and
warranties made by the Loan Parties in the Loan Documents and in the
certificates or other instruments delivered in connection with or pursuant to
this Agreement or any other Loan Document shall be considered to have been
relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans and issuance of any
Letters of Credit, regardless of any investigation made by any such other party
or on its behalf and notwithstanding that the Administrative Agent, any Issuing
Bank, any Swingline Lender or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid or any Letter of Credit
is outstanding and so long as the Commitments have not expired or terminated.
The provisions of Sections 2.15, 2.16, 2.17 and 10.03 and Article 8 shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.

         SECTION 10.6. Counterparts; Integration; Effectiveness. This Agreement
may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when
taken together shall constitute a single contract. This Agreement, the other
Loan Documents and any separate letter agreements with respect to fees payable
to the Administrative Agent or any Issuing Bank constitute the entire contract
among the parties relating to the subject matter hereof and supersede any and
all previous agreements and understandings, oral or written, relating to the
subject matter hereof. Except as provided in Section 4.01, this Agreement shall
become effective when it shall have been executed by the Administrative Agent
and when the Administrative Agent shall have received counterparts hereof which,
when taken together, bear the signatures of each of the other parties hereto,
and thereafter shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns. Delivery of an executed
counterpart of a signature page of this Agreement by telecopy shall be effective
as delivery of a manually executed counterpart of this Agreement.

         SECTION 10.7. Severability. Any provision of this Agreement held to be
invalid, illegal or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such invalidity, illegality or
unenforceability without affecting the validity, legality and enforceability of
the remaining provisions hereof; and the invalidity of a particular provision in
a particular jurisdiction shall not invalidate such provision in any other
jurisdiction.

         SECTION 10.8. Right of Setoff. If an Event of Default shall have
occurred and be continuing, each Lender, Issuing Bank and Swingline Lender and
each of their respective affiliates is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, to set off and apply any
and all deposits (general or special, time or demand, provisional or final) at
any time held and other obligations at any time owing by such Lender, Issuing
Bank, Swingline Lender or affiliate to or for the credit or the account of the
Borrower or Holdings against any and all of the obligations of the Borrower or
Holdings, as the case may be, now or hereafter existing under this Agreement
held by such Lender, Issuing Bank or Swingline Lender, irrespective of whether
or not such Lender, Issuing Bank or Swingline Lender shall have made any demand
under this Agreement and although such obligations may be unmatured. The rights
of each Lender, Issuing Bank and Swingline Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender, Issuing Bank or Swingline Lender may have.

         SECTION 10.9. Governing Law; Jurisdiction; Consent to Service of
Process. (a) This Agreement shall be construed in accordance with and governed
by the law of the State of New York.

         (b) Each of Holdings and the Borrower hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of the Supreme Court of the State of New York sitting in New York
County and of the United States District



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<PAGE>

Court of the Southern District of New York, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to any Loan
Document, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in
respect of any such action or proceeding may be heard and determined in such New
York State or, to the extent permitted by law, in such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent,
any Issuing Bank, any Swingline Lender or any Lender may otherwise have to bring
any action or proceeding relating to this Agreement or any other Loan Document
against Holdings, the Borrower or their respective properties in the courts of
any jurisdiction.

         (c) Each of Holdings and the Borrower hereby irrevocably and
unconditionally waives, to the fullest extent it may legally and effectively do
so, any objection which it may now or hereafter have to the laying of venue of
any suit, action or proceeding arising out of or relating to this Agreement or
any other Loan Document in any court referred to in Section 10.09(b). Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

         (d) Each party to this Agreement irrevocably consents to service of
process in the manner provided for notices in Section 10.01. Nothing in this
Agreement or any other Loan Document will affect the right of any party to this
Agreement to serve process in any other manner permitted by law.

         SECTION 10.10. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES,
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH
PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.

         SECTION 10.11. Headings. Article and Section headings used herein and
the Table of Contents are for convenience of reference only, are not part of
this Agreement and shall not affect the construction of, or be taken into
consideration in interpreting, this Agreement.

         SECTION 10.12. Confidentiality. Each of the Administrative Agent, the
Issuing Banks, the Swingline Lenders and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its affiliates' (other than affiliates that are
direct competitors of any material business of Holdings and the Restricted
Subsidiaries) directors, officers, employees and agents, including accountants,
legal counsel and other advisors (it being understood that the Persons to whom
such disclosure is made will be informed of the confidential nature of such
Information and instructed to keep such Information confidential), (b) to the
extent requested by any regulatory authority, (c) to the extent required by
applicable laws or regulations or by any subpoena or similar legal



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<PAGE>

process, (d) to any other party to this Agreement, (e) in connection with the
exercise of any remedies hereunder or any suit, action or proceeding relating to
this Agreement or any other Loan Document or the enforcement of rights hereunder
or thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement (other than a direct competitor of any material business of
Holdings and the Restricted Subsidiaries), (g) with the consent of the Borrower
or (h) to the extent such Information (i) becomes publicly available other than
as a result of a breach of this Section or (ii) becomes available to the
Administrative Agent, any Issuing Bank, any Swingline Lender or any Lender on a
nonconfidential basis from a source other than Holdings or the Borrower. For the
purposes of this Section, "Information" means all information received from
Holdings or the Borrower relating to Holdings or the Borrower or its business,
other than any such information that is available to the Administrative Agent,
any Issuing Bank, any Swingline Lender or any Lender on a nonconfidential basis
prior to disclosure by Holdings or the Borrower; provided that, in the case of
information received from Holdings or the Borrower after the date hereof, such
information is clearly identified at the time of delivery as confidential. Any
Person required to maintain the confidentiality of Information as provided in
this Section shall be considered to have complied with its obligation to do so
if such Person has exercised the same degree of care to maintain the
confidentiality of such Information as such Person would accord to its own
confidential information.

         SECTION 10.13. Interest Rate Limitation. Notwithstanding anything
herein to the contrary, if at any time the interest rate applicable to any Loan,
together with all fees, charges and other amounts which are treated as interest
on such Loan under applicable law (collectively the "Charges"), shall exceed the
maximum lawful rate (the "Maximum Rate") which may be contracted for, charged,
taken, received or reserved by the Lender holding such Loan in accordance with
applicable law, the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been payable in respect of such Loan but were not payable as a result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.



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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the date first above written.


                                       WILLIAMS COMMUNICATIONS, LLC


                                       By /s/ Scott E. Schubert
                                         ---------------------------------------
                                         Title: Senior Vice President and Chief
                                                        Financial Officer


                                       WILLIAMS COMMUNICATIONS GROUP, INC.


                                       By /s/ Scott E. Schubert
                                         ---------------------------------------
                                         Title: Senior Vice President and Chief
                                                        Financial Officer


                                       BANK OF AMERICA, N.A.


                                       By /s/ Pamela S. Kurtzman
                                         ---------------------------------------
                                         Title: Principal


                                       THE CHASE MANHATTAN BANK


                                       By  /s/ Constance M. Coleman
                                         ---------------------------------------
                                         Title: Vice President


                                       BANK OF MONTREAL


                                       By /s/ W.T. Calder
                                         ---------------------------------------
                                         Title: Managing Director



                                       97
<PAGE>

                                       THE BANK OF NEW YORK


                                       By /s/ Brendan T. Nedzi
                                         ---------------------------------------
                                         Title: Senior Vice President


                                       SCOTIABANC INC.


                                       By /s/ M. D. Smith
                                         ---------------------------------------
                                         Title: Treasurer


                                       ABN AMRO BANK, N.V.


                                       By /s/
                                         ---------------------------------------
                                         Title:


                                       By /s/
                                         ---------------------------------------
                                         Title:


                                       FLEET NATIONAL BANK


                                       By /s/ Suzanne M. MacKay
                                         ---------------------------------------
                                         Title: Vice President


                                       CIBC INC.


                                       By /s/ Amy V. Kothari
                                         ---------------------------------------
                                         Title: Executive Director



                                       98
<PAGE>

                                       CREDIT SUISSE FIRST BOSTON


                                       By /s/ David L. Sawyer
                                         ---------------------------------------
                                         Title: Vice President


                                       By /s/ Lalita Advani
                                         ---------------------------------------
                                         Title: Assistant Vice President


                                       DEUTSCHE BANK AG
                                       NEW YORK BRANCH AND/OR CAYMAN ISLANDS
                                       BRANCH


                                       By /s/ Steve M. Godeke
                                         ---------------------------------------
                                         Title: Director


                                       By /s/ Alexander Richarz
                                         ---------------------------------------
                                         Title: Vice President


                                       CREDIT LYONNAIS NEW YORK BRANCH


                                       By /s/ Jeremy Horn
                                         ---------------------------------------
                                         Title: Authorized Signature



                                       99
<PAGE>

                                       BANK AUSTRIA CREDIT ANSTALT
                                       CORPORATE FINANCE, INC.


                                       By /s/ John T. Murphy
                                         ---------------------------------------
                                         Title: Senior Vice President

                                       By /s/ William W. Hunter
                                         ---------------------------------------
                                         Title: Vice President


                                       FIRST UNION NATIONAL BANK


                                       By /s/ Brand Hosford
                                         ---------------------------------------
                                         Title: Vice President


                                       IBM CREDIT CORPORATION


                                       By /s/ Thomas S. Curcio
                                         ---------------------------------------
                                         Title: Manager of Credit


                                       THE INDUSTRIAL BANK OF JAPAN, LIMITED,
                                       NEW YORK BRANCH


                                       By
                                         ---------------------------------------
                                         Name:
                                         Title:



                                      100
<PAGE>

                                       BANK OF OKLAHAMA N.A.


                                       By /s/ Robert D. Mattax
                                         ---------------------------------------
                                         Title: Senior Vice President


                                       BANK ONE, N.A.


                                       By
                                         ---------------------------------------
                                         Name:
                                         Title:


                                       KBC BANK, N.V.


                                       By /s/ Robert Snauffer
                                         ---------------------------------------
                                         Title: First Vice President


                                       By /s/ Eric Raskin
                                         ---------------------------------------
                                         Title: Assistant Vice President


                                       THE FUJI BANK, LIMITED


                                       By /s/ Nobuoki Koike
                                         ---------------------------------------
                                         Title: Vice President & Senior Team
                                                Leader



                                      101
<PAGE>

                                       INCREMENTAL TRANCHE A LENDERS:


                                       BANK OF AMERICA, N.A.


                                       By /s/ Pamela S. Kurtzman
                                         ---------------------------------------
                                         Title: Principal


                                       THE CHASE MANHATTAN BANK


                                       By /s/ Constance M. Coleman
                                         ---------------------------------------
                                         Title: Vice President


                                       LEHMAN COMMERCIAL PAPER INC.


                                       By /s/ G. Andrew Keith
                                         ---------------------------------------
                                         Title: Authorized Signatory


                                       CITICORP USA, INC.


                                       By /s/ Caesar W. Wyszomirski
                                         ---------------------------------------
                                         Title: Vice President


                                       MERRILL LYNCH & CO., INC.


                                       By /s/ Merrill Lynch & Co., Inc.
                                         ---------------------------------------
                                         Name:  Parker A. Weil
                                         Title: Managing Director



                                      102
<PAGE>

Acknowledged and agreed:

CRITICAL CONNECTIONS, INC.
SBCI - PACIFIC NETWORKS, INC.
WCS COMMUNICATIONS SYSTEMS, INC.
WCS, INC.
WILLIAMS COMMUNICATIONS OF VIRGINIA, INC.
WILLIAMS COMMUNICATIONS PROCUREMENT, L.L.C.
WILLIAMS COMMUNICATIONS PROCUREMENT, L.P.
WILLIAMS GLOBAL COMMUNICATIONS HOLDINGS, INC.
WILLIAMS INTERNATIONAL VENTURES COMPANY
WILLIAMS LEARNING NETWORK, INC.
WILLIAMS LOCAL NETWORK, INC.
WILLIAMS WIRELESS, INC.
WILLIAMS TECHNOLOGY CENTER, LLC
WILLIAMS COMMUNICATIONS AIRCRAFT, LLC


All By:
       --------------------------------
Title:



                                      103
<PAGE>

                                  SCHEDULE 2.01
                                   COMMITMENTS

<Table>
<Caption>
REVOLVING AND TERM                        REVOLVING           TERM
LENDERS                                   COMMITMENT       COMMITMENT
<S>                                      <C>            <C>
Bank of America, N.A.                     32,500,000       32,500,000
The Chase Manhattan Bank                  50,000,000       50,000,000
Bank of Montreal                          42,625,000       42,625,000
The Bank of New York                      42,625,000       42,625,000
ABN AMRO Bank N.V.                        34,250,000       34,250,000
CIBC Inc.                                 34,250,000       34,250,000
Credit Lyonnais
   New York Branch                        34,250,000       34,250,000
Credit Suisse First Boston                34,250,000       34,250,000
Deutsche Bank AG
   New York Branch and/or
   Cayman Islands Branch                  34,250,000       34,250,000
Fleet National Bank                       34,250,000       34,250,000
Scotiabanc Inc.                           34,250,000       34,250,000
Bank Austria Creditanstalt
   Corporate Finance, Inc.                17,500,000       17,500,000
First Union National Bank                 17,500,000       17,500,000
The Fuji Bank, Limited                    17,500,000       17,500,000
IBM Credit Corporation                    17,500,000       17,500,000
The Industrial Bank of Japan, Limited
   New York Branch                        17,500,000       17,500,000
Bank of Oklahoma N.A.                     10,000,000       10,000,000
Bank One, N.A.                            10,000,000       10,000,000
KBC Bank N.V.                             10,000,000       10,000,000
                           Total         525,000,000      525,000,000

         GRAND TOTAL                                    1,050,000,000


INCREMENTAL LENDERS

Citicorp USA, Inc.                                        150,000,000
Lehman Commercial Paper, Inc.            150,000,000
Merrill Lynch & Co., Inc.                 75,000,000
The Chase Manhattan Bank                                   40,000,000
Bank of America, N.A.                     35,000,000

         GRAND TOTAL                                      450,000,000
</Table>



                                      104
<PAGE>

                                    EXHIBIT D

                              Lessee's Certificate


----------------------------------

----------------------------------

----------------------------------

----------------------------------

         LEASE:            Master Lease dated September 11, 2001, by and among
                           Williams Headquarters Building Company, as Lessor,
                           Williams Technology Center, LLC, as Lessee
                           ("Lessee"), and Williams Communications, LLC, as
                           Guarantor ("Guarantor") (the "Lease"), covering the
                           Williams Technology Center and related land and
                           improvements, all located in the City of Tulsa,
                           Oklahoma (the "Premises").

                  Lessee hereby certifies and states to you the following:

                  1.       The Lease is presently in full force and effect and
                           unmodified [LIST AMENDMENTS IF APPLICABLE], and has
                           not been cancelled or terminated.

                  2.       The term of the Lease has commenced and the full
                           rental is now accruing thereunder.

                  3.       The undersigned has accepted possession of the
                           Premises covered by the Lease and any and all
                           improvements located thereon.

                  4.       All improvements required by the terms of the Lease
                           to be constructed by Lessor have been completed to
                           the satisfaction of the undersigned.

                  5.       Rent in the amount of $____________ was last paid on
                           _______________________________, 20___, and no rent
                           under the Lease has been paid more than thirty (30)
                           days in advance of its due date.

                  6.       The address for notices to be sent to the Lessee is
                           as set forth in the Lease or, if there has been a
                           change, at the address set forth hereinbelow.

                  7.       Neither the Lessee nor the Guarantor, as of the date
                           hereof, has any charge, lien or claim of offset under
                           the Lease, the Guaranty or otherwise, against any
                           rents or other charges due or to become due to the
                           Lessor thereunder.

                  8.       Neither the Lessor nor the Lessee, is in default
                           under any of the terms of the Lease, and there
                           currently exists no circumstance or event which with



                                      105
<PAGE>

                           the passage of time, could mature into a default by
                           any party under the Lease.

                  9.       The Guaranty dated of even date with the Lease, and
                           all of its terms, covenants and conditions, are in
                           full force and effect.

                  [ADD ADDITIONAL PROVISIONS NECESSARY FOR PARTICULAR
TRANSACTION].

                  The Lessee understands that in connection with [DESCRIBE
         TRANSACTION IN QUESTION], your company is specifically relying on the
         accuracy and completeness of all of the statements contained herein.

                  EXECUTED this ____ day of _________________, 20___.


                                       WILLIAMS TECHNOLOGY CENTER, LLC,
                                       A Delaware Limited Liability Company



                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                       -----------------------------------------
                                                       (Address)

                                       -----------------------------------------
                                                  (City, State, Zip)



                                      106
<PAGE>

                                    EXHIBIT E

                             Permitted Encumbrances

         (a)      Encumbrances imposed by law for taxes that are not yet due or
                  are being contested in compliance with the Lease;

         (b)      carriers', warehousemen's, mechanics', materialmen's,
                  repairmen's and other like Encumbrances imposed by law,
                  arising in the ordinary course of business and securing
                  obligations that are not overdue by more than thirty (30) days
                  or are being contested in compliance with the Lease;

         (c)      pledges and deposits made in the ordinary course of business
                  in compliance with workers' compensation, unemployment
                  insurance and other social security laws or regulations;

         (d)      deposits to secure the performance of bids, trade contracts,
                  leases, statutory obligations, surety and appeal bonds,
                  performance bonds and other obligations of a like nature, in
                  each case in the ordinary course of business;

         (e)      judgment liens in respect of judgments that do not constitute
                  an Event of Default under the Lease; and

         (f)      easements, zoning restrictions, rights-of-way and similar
                  Encumbrances on real property imposed by law or arising in the
                  ordinary course of business that do not secure any monetary
                  obligations and do not materially detract from the value of
                  the Leased Properties or interfere with the ordinary conduct
                  of business of Lessee or Guarantor;

provided that the term "Permitted Encumbrances" shall not include any
Encumbrance securing any Debt.

                        [ADD TITLE COMMITMENT EXCEPTIONS]



                                      107
<PAGE>

                                    EXHIBIT F


CONSENT AND NON-DISTURBANCE AGREEMENT

         THIS CONSENT AND NON-DISTURBANCE AGREEMENT is entered into as of the
____ day of _____________, 20__, between WILLIAMS HEADQUARTERS BUILDING COMPANY,
a Delaware corporation ("Lessor"), having an office at One Williams Center,
Suite 2200, Tulsa, Oklahoma 74172, and ________________________________________,
a ____________________ ("Sublessee"), having an office at ______________________
______________________________________.

                                    RECITALS

         A. By that certain Master Lease entered into between Lessor and
WILLIAMS TECHNOLOGY CENTER, LLC, a Delaware limited liability company
("Lessee"), dated effective as of September 11, 2001, Lessor leased certain real
property and improvements commonly known as the Williams Technology Center,
Tulsa, Oklahoma (collectively the "Premises") to Lessee (the "Master Lease").

         B. By that certain Sublease Agreement dated _____________, 20__,
entered into between Lessee and Sublessee, Lessee subleased a portion of the
Premises to Sublessee (the "Sublease"), which Sublease's effectiveness was
conditioned upon the receipt of Lessor's consent thereto.

         C. The parties hereto desire to provide for the consent by Lessor to
the Sublease, and the non-disturbance of Sublessee by the Lessor, in specified
circumstances in the event the Master Lease is terminated.

         IN CONSIDERATION of the premises, the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereto agree as follows:

         1. CONSENT TO SUBLEASE. Lessor hereby consents to the Sublease and all
of its terms, covenants and conditions, subject to the terms of this Agreement.
Sublessee agrees that no amendment or modification of the Sublease shall be
valid or enforceable unless and until the Lessor has specifically consented to
such amendment or modification in writing, in each and every instance.

         2. SUBLEASE CONTINUATION. In the event the Master Lease is terminated,
provided Sublessee is not then in default under the Sublease, the Sublease shall
continue in full force and effect, without necessity for executing any new
lease, as a direct lease between Sublessee and the Lessor, upon all of the same
terms, covenants and provisions contained in the Sublease and in such event:

                  2.1 Sublessee Bound. Sublessee shall be bound to Lessor under
         all of the terms, covenants and provisions of the Sublease for the
         remainder of the term thereof (including any extension periods, if
         Sublessee elects or has elected to exercise any option



                                      108
<PAGE>

         to extend the term) and Sublessee hereby agrees to attorn to Lessor
         under the Sublease; and

                  2.2 Lessor Bound. From and after the termination of the Master
         Lease, so long as Lessor is the owner of the Premises, Lessor shall be
         subject to and shall be deemed to have assumed all of the terms,
         covenants and provisions of the Sublease for the remainder of the term
         thereof (including also any extension periods, if Sublessee elects or
         has elected to exercise its option to extend the term).

         3. NOTICES. Any notices or communications given under this Agreement
shall be in writing and shall be deemed given on the earlier of actual receipt
or three (3) days after deposit in the U.S. Mail, by registered or certified
mail, return receipt requested, postage prepaid, at the respective addresses set
forth above, or at such other address as the party entitled to notice may
designate by written notice as provided herein.

         4. SUCCESSORS AND ASSIGNS. Except as otherwise provided in Paragraph 2
hereinabove, this Agreement shall bind and inure to the benefit the parties
hereto and their respective successors and assigns.

         5. ENTIRE AGREEMENT. This Agreement contains the entire agreement
between the parties and cannot be changed, modified, waived or canceled except
by an agreement in writing executed by the parties against whom enforcement of
such modification, change, waiver or cancellation is sought.

         EXECUTED as of the date first hereinabove written.

LESSOR:                                WILLIAMS HEADQUARTERS BUILDING COMPANY, A
                                       Delaware Corporation

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

SUBLESSEE:                                                                     ,
                                       ----------------------------------------
                                       A
                                         ---------------------------

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                      109
<PAGE>

                                    EXHIBIT G

                        Memorandum or Short Form of Lease

AFTER RECORDING RETURN TO


Ms. Arlene M. Phillips
Guaranty Abstract Company
320 S. Boulder
Tulsa, Oklahoma 74103-3400
                                 (This space reserved for recording information)

--------------------------------------------------------------------------------


                           MEMORANDUM OF MASTER LEASE

                  THIS MEMORANDUM OF MASTER LEASE, is entered into this 11th day
of September, 2001, by and among WILLIAMS HEADQUARTERS BUILDING COMPANY, a
Delaware corporation ("Lessor"), WILLIAMS TECHNOLOGY CENTER, LLC, a Delaware
limited liability company ("Lessee"), and WILLIAMS COMMUNICATIONS, LLC, a
Delaware limited liability company ("Guarantor").

                                   WITNESSETH:

                  For and in consideration of the sum of TEN AND NO/100 DOLLARS
($10.00) and other good and valuable consideration the receipt and sufficiency
of which are hereby acknowledged, the Lessor hereby demises, leases and lets to
the Lessee, and Lessee hereby takes, leases and lets from Lessor, certain real
property more particularly described on Exhibit "A" attached hereto and made a
part hereof, together with the improvements located thereon and various items of
personal property and fixtures connected therewith, in the City of Tulsa, County
of Tulsa, State of Oklahoma (all of which are more particularly described in the
Master Lease hereinafter referenced), together with all the hereditaments,
privileges and appurtenances thereto belonging (hereinafter collectively called
the "Leased Properties").

                  TO HAVE AND TO HOLD the Leased Properties for a term of ten
(10) years, commencing on September 11, 2001, and terminating at 12:00 P.M. on
September 10, 2011 (the "Term"), with the option (i) in Lessee to purchase the
Leased Properties by written notice to Lessor ,and (ii) in Lessor to require the
Lessee to purchase the Leased Properties, all as provided under the terms of a
certain Master Lease Agreement dated effective as of September 11, 2001, entered
into by and among Lessor, Lessee and Guarantor (hereinafter called the "Master
Lease"), at the rentals and subject to the terms, covenants and conditions
appearing in the Master Lease. The Master Lease also contains the guaranty by
Guarantor, of all of the duties and obligations of Lessee set forth therein as
well as certain other duties and obligations.

         1. MORTGAGE. Subject to the terms and conditions of the Master Lease,
and in addition to all other rights and remedies of Lessor as contained herein
or under applicable law, the Lessee does hereby mortgage, pledge, grant,
bargain, sell, convey, assign, warrant, transfer and set over to the Lessor,
WITH POWER OF SALE, to the extent permitted by applicable law: (i) all of the
Lessee's right, title and interest, if any, in the Leased Properties, and (ii)
all of the



                                      110
<PAGE>

Lessee's right, title and interest in and to all proceeds of the conversion,
whether voluntary or involuntary, of any of the Leased Properties into cash or
other liquid claims, including, without limitation, all awards, payments or
proceeds, including interest thereon, and the right to receive the same, which
may be made as a result of casualty, any exercise of the right of eminent domain
or deed in lieu thereof, the alteration of the grade of any street and any
injury to or decrease in the value thereof, the foregoing collectively being
referred to hereinafter as the "Security Property".

TO HAVE AND TO HOLD the foregoing rights, interests and properties, and all
rights, estates, powers and privileges appurtenant thereto, unto the Lessor, its
successors and assigns, forever, for the uses and purposes herein expressed, but
not otherwise.

2. SECURITY INTEREST. Subject to the terms and conditions of the Master Lease,
the Lessee hereby grants to the Lessor a security interest in the Lessee's
interest, if any, in that portion of the Security Property (the "UCC Property")
subject to the Uniform Commercial Code of the State of Oklahoma (the "UCC"). The
Master Lease shall also be deemed to be a security agreement and a financing
statement filed as a fixture filing pursuant to 12A O.S. Section 9-402(6) and
shall support any financing statement showing the Lessor's interest as a secured
party with respect to any portion of the UCC Property described in such
financing statement. The Lessee agrees, at its sole cost and expense, to
execute, deliver and file from time to time such further instruments as may be
requested by the Lessor to confirm and perfect the lien of the security interest
in the collateral described in the Master Lease.

3. ASSIGNMENT OF LEASES AND RENTS. The Lessee hereby irrevocably assigns,
conveys, transfers and sets over unto the Lessor (subject, however, to the
Master Lease and the rights of the Lessee thereunder and hereunder) all and
every part of the rents, issues and profits that may from time to time become
due and payable on account of any and all subleases or other occupancy
agreements now existing, or that may hereafter come into existence with respect
to the Leased Properties or any part thereof, including any guaranties of such
subleases or other occupancy agreements. Upon request of the Lessor, the Lessee
shall execute and cause to be recorded, at its expense, supplemental or
additional assignments of any subleases or other occupancy agreements, of the
Leased Properties. Upon the occurrence and continuance of a Event of Default,
the Lessor is hereby fully authorized and empowered in its discretion (in
addition to all other powers and rights herein granted), to apply for and
collect and receive all such rents, issues and profits and to enforce any
guaranty or guaranties, and all money so received under and by virtue of this
assignment shall be held and applied as further security for the payment of the
indebtedness secured hereby and to assure the performance by the Lessee of its
covenants, agreements and obligations under the Master Lease.

A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. A POWER OF SALE MAY ALLOW
THE LESSOR TO TAKE THE SECURITY PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A
FORECLOSURE ACTION UPON THE OCCURRENCE AND CONTINUANCE OF AN EVENT OF DEFAULT BY
THE LESSEE.

         4. INCORPORATION OF TERMS. The terms, covenants and conditions of the
Master Lease are incorporated herein by reference with the same force and effect
as though fully set forth herein. Capitalized terms not specifically defined
herein shall have the meanings as set forth in the Master Lease.



                                      111
<PAGE>

         5. EFFECT OF MEMORANDUM. The purpose of this Memorandum of Master Lease
is to give notice of the existence of such Master Lease, and it is understood
that this Memorandum of Master Lease shall not modify or amend the Master Lease
in any respect. In the event there are any conflicts between the Master Lease
and this Memorandum of Master Lease, the Master Lease shall control in all
cases.

                  IN WITNESS WHEREOF, the parties have executed this instrument
as of the date first above written.

LESSOR                                 WILLIAMS HEADQUARTERS BUILDING
                                       COMPANY, A Delaware Corporation


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



LESSEE                                 WILLIAMS TECHNOLOGY CENTER, LLC,
                                       A Delaware Limited Liability Company


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------






GUARANTOR                              WILLIAMS COMMUNICATIONS, LLC,
                                       A Delaware Limited Liability Company


                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                      112
<PAGE>

STATE OF OKLAHOMA          )
                           ) SS.
COUNTY OF TULSA            )

                  The foregoing instrument was acknowledged before me on
September _____, 2001, by Mark W. Husband, as Assistant Treasurer of WILLIAMS
HEADQUARTERS BUILDING COMPANY, a Delaware corporation.


                                       -----------------------------------------
                                       Notary Public
My Commission Expires:

-----------------------------
(SEAL)



STATE OF OKLAHOMA          )
                           ) SS.
COUNTY OF TULSA            )

                  The foregoing instrument was acknowledged before me on
September ____, 2001, by __________________________, as Vice President of
WILLIAMS TECHNOLOGY CENTER, LLC, a Delaware limited liability company.


                                       -----------------------------------------
                                       Notary Public
My Commission Expires:

-----------------------------
(SEAL)



                                      113
<PAGE>

STATE OF OKLAHOMA          )
                           ) SS.
COUNTY OF TULSA            )

                  The foregoing instrument was acknowledged before me on
September ______, 2001, by __________________________________, as Vice President
of WILLIAMS COMMUNICATIONS, LLC, a Delaware limited liability company.


                                       -----------------------------------------
                                       Notary Public
My Commission Expires:

-----------------------------
(SEAL)



                                      114
<PAGE>

                                    EXHIBIT H

                                    GUARANTY


TO:      WILLIAMS HEADQUARTERS BUILDING COMPANY ("Lessor")
         One Williams Center, Suite 2200
         Tulsa, Oklahoma 74172

                  Lessor is hereby requested by the undersigned (the
"Guarantor"), to extend credit to Williams Technology Center, LLC, a Delaware
limited liability company (hereinafter called the "Lessee") in the principal
amount of TWO HUNDRED FORTY-FIVE MILLION AND NO/100 DOLLARS ($245,000,000.00)
evidenced by that certain Master Lease of even date herewith, and executed among
Lessee, Lessor and Guarantor (the "Master Lease"), as further described in that
certain Agreement of Purchase and Sale of even date herewith, between Lessee and
Lessor (the "Purchase Agreement").

                  To induce Lessor to extend such credit, in consideration
thereof, and in consideration of the benefits to accrue to the undersigned
therefrom, the undersigned hereby guarantees to Lessor the prompt payment at
maturity, and at all times thereafter, of such indebtedness, including interest
thereon and all costs, reasonable attorney's fees, and expenses which may be
suffered by Lessor by reason of the Lessee's default in the payment of such
indebtedness or the default of the Guarantor hereunder. Guarantor further
guarantees to Lessor the full, punctual and faithful performance of each and
every covenant, term, condition or obligation to be performed by the Lessee in
respect to the Master Lease and/or the terms of any other instrument executed in
connection with or as security for the payment of the indebtedness, including
without limitation, the Purchase Agreement.

                  This is an absolute and continuing guarantee of payment in any
event and shall not terminate until Lessor has been paid in full the total
amount of such indebtedness and the Lessee has performed all obligations as
prescribed in the Master Lease.

                  Guarantor agrees that the liability under this Guaranty shall
not be released, diminished, impaired, reduced or affected by:

                  a. The taking or accepting of any other security or guaranty
for any or all of such indebtedness or obligation;

                  b. Any release, surrender, exchange, subordination or loss of
any security at any time existing in connection with any or all of such
indebtedness;

                  c. Any partial release of the liability of the undersigned
hereunder or under any other instrument executed in connection with or as
security for such indebtedness;

                  d. The insolvency, bankruptcy, disability or lack of entity
power of Lessee, Guarantor, or any party at any time liable for the payment of
any or all of such indebtedness whether now existing or hereafter occurring;



                                      115
<PAGE>

                  e. Any renewal, extension and/or rearrangement of the Master
Lease or the payment of any or all of the indebtedness or the performance of any
covenants contained in any instrument executed in connection with such
indebtedness, either with or without notice to or consent of Guarantor, or any
adjustment, indulgence, forbearance or compromise that may be granted or given
by Lessor to any party;

                  f. Any neglect, delay, omission, failure or refusal of Lessor
to take or prosecute any action for the collection of any of such indebtedness
or to foreclose or take or prosecute any action in connection with the Master
Lease or as security for any of such indebtedness; or

                  g. Any failure of Lessor to notify Guarantor of any renewal,
extension or assignment of the indebtedness guaranteed hereby, or any part
thereof, or the release of any security or of any other action taken or
refrained from being taken by Lessor against Lessee or any new agreement between
Lessor and Lessee, it being understood that Lessor shall not be required to give
Guarantor any notice of any kind under any circumstances whatsoever with respect
to or in connection with the indebtedness hereby guaranteed.

                  In the event of default in payment or performance by Lessee,
Guarantor agrees that after the expiration of any applicable cure period set
forth in the Master Lease, Lessor may first proceed against this Guaranty and
against any security given by Guarantor in connection herewith to satisfy such
indebtedness, without first having (i) to proceed against the Lessee, or (ii) to
proceed against or give credit for any security which may have been given to
Lessor by the Lessee or any other party.

                  Guarantor hereby waives notice of acceptance hereof and the
presentment, demand, protest and notice of nonpayment or nonperformance, or
protest in connection with the Master Lease, and Guarantor waives all set-offs
and counterclaims. Payment and performance by Guarantor hereunder shall not
entitle Guarantor, by subrogation or otherwise, to any payment by Lessee except
after Lessor has received full payment and performance of all amounts and
obligations to be paid and performed by the Lessee contingently, absolutely or
otherwise, by reason of the instruments described herein.

                  Guarantor hereby waives and relinquishes any right of
reimbursement, subrogation, indemnification or other recourse or claim, whether
contingent or matured, which Guarantor may have against Lessee. It is the
express intent of Guarantor to eliminate any debtor/creditor relationship
between Guarantor and Lessee. Guarantor hereby expressly releases and waives any
and all present and future rights as a creditor of Lessee in all respects.
Guarantor further waives and relinquishes all rights, remedies, defenses and
claims and/or rights of counterclaim, recoupment, offset or setoff, including,
but not limited to, all offsets, setoffs, rights, remedies or defenses which may
be afforded Guarantor by any of Title 12, OKLA. STAT. Section 686 and/or Title
15, OKLA. STAT. Sections 334, 337, 338 and 344, as any of such statutes may be
amended from time to time.

                  This Guaranty shall be binding on Guarantor, its successors
and assigns, and shall inure to the benefit of Lessor and its successors and
assigns. All of Lessor's rights hereunder shall be cumulative and not
alternative.



                                      116
<PAGE>

                  This instrument is executed and delivered as an incident to a
lending transaction negotiated and consummated in Tulsa, Oklahoma, and shall be
construed according to the laws of the State of Oklahoma.

                  If any provision of this Guaranty shall be held to be void or
unenforceable for any reason, such provision shall be deemed modified so as to
constitute a provision conforming as nearly as possible to such void or
unenforceable provision while still remaining valid and enforceable, and the
remaining terms or provisions hereof shall not be affected thereby.

                  EXECUTED this 11th day of September, 2001.


                                       WILLIAMS COMMUNICATIONS, LLC,
                                       A Delaware Limited Liability Company



                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------



                                       117
<PAGE>

                                    EXHIBIT I

                            Interest Rate Calculation


The following definitions shall apply to this EXHIBIT I:

         "ABR", when used herein, refers to interest at a rate determined by
reference to the Alternate Base Rate.

         "Applicable Margin" means, for any day, (i) the applicable rate per
annum set forth below under the caption "Eurodollar Spread" or "ABR Spread", as
the case may be, based upon the Guarantor's Bank Facility Rating set by S&P and
Moody's, respectively, applicable on such date plus (ii) the applicable rate per
annum set forth below under the caption "Leverage Premium", unless the Total
Leverage Ratio, as determined by reference to the financial statements delivered
to the Lessor in respect of the most recently ended fiscal quarter of WCG, is
less than 6:00 to 1:00.

         "Eurodollar", when used herein, refers to interest at a rate determined
by reference to the Adjusted LIBO Rate.

         "Facilities" means the Term Facility, the Revolving Facility, the
Incremental Facility and each Additional Incremental Facility, all as defined in
the Credit Agreement.

         "LIBO Rate" means, with respect to any Eurodollar Rate, the rate
appearing on Page 3750 of the Telerate Service (or on any successor or
substitute page of such Service, or any successor to or substitute for such
Service, providing rate quotations comparable to those currently provided on
such page of such Service, as determined by the Lessor from time to time for
purposes of providing quotations of interest rates applicable to dollar deposits
in the London interbank market) at approximately 11:00 a.m., London time, two
(2) Business Days prior to the first day of each calendar month, as the rate for
dollar deposits with a maturity of thirty (30) days. In the event that such rate
is not available at such time for any reason, then the "LIBO Rate" shall be the
rate (rounded upwards, if necessary, to the next 1/16 of 1%) at which dollar
deposits of $5,000,000 and for a maturity of thirty (30) days are offered by the
principal London office of the CitiBank, N.A., in immediately available funds in
the London interbank market at approximately 11:00 a.m., London time, two (2)
Business Days prior to the first day of each calendar month. In either case, the
applicable LIBO Rate shall be effective for the calendar month next succeeding
the date of such determination.

         "Moody's" means Moody's Investors Service, Inc.

         "S&P" means Standard & Poor's Ratings Services, a division of the
McGraw Hill Companies.



                                      118
<PAGE>

At Lessee's option, ABR plus Applicable Margin or LIBO Rate plus Applicable
Margin (the "Rate") as determined from time to time by S&P or by Moody's based
on Guarantor's Facilities Rating in accordance with the grid below:


<Table>
<Caption>
                                   FACILITIES RATING OF                  ABR            Eurodollar        LEVERAGE
                                        GUARANTOR                       SPREAD            Spread          PREMIUM
                                   --------------------                 ------          ----------        --------
<S>                          <C>                                        <C>             <C>               <C>
       LEVEL I                   BBB- AND BAA3 OR HIGHER                 0.50%            1. 50%           .25%
       Level II                        BB+ and Ba1                       0.875%           1.875%           .25%
      Level III                         BB and Ba2                       1.25%             2.25%           .25%
       Level IV                        BB- and Ba3                       1.50%             2.50%           .25%
       Level V               Lower than BB- or lower than Ba3            1.75%             2.75%           .25%
</Table>

         For purposes of the foregoing (i) if neither S&P nor Moody's or any
replacement or successor facility of similar size shall have in effect a rating
for the Facilities, then the Applicable Margin shall be the rate set forth in
Level V, (ii) if either S&P or Moody's, but not both S&P and Moody's, shall have
in effect a rating for the Facilities, then the Applicable Margin shall be based
on such rating, (iii) if the ratings established by S&P and Moody's for the
Facilities shall fall within different Levels, then the Applicable Margin shall
be based on the lower of the two ratings, (iv) if the ratings established by S&P
and Moody's for the Facilities shall fall within the same Level, then the
Applicable Margin shall be based on that Level and (v) if the ratings
established by S&P and Moody's for the Facilities shall be changed (other than
as a result of a change in the rating system of S&P or Moody's), such change
shall be effective as of the date on which it is first announced by the
applicable rating agency. Each change in the Applicable Margin shall apply
during the period commencing on the effective date of such change and ending on
the date immediately preceding the effective date of the next such change.



                                      119
<PAGE>

                                    EXHIBIT J

                          Realty Base Rent Computation


Monthly Realty Base Rent to be an amount as would be necessary to amortize
$168,892,596 (the "Realty Base Rent Principal") on a straight-line basis over a
period of four hundred and eighty (480) months plus interest (the "Realty Base
Rent Interest") calculated at the Rate for the first thirty-six (36) months
after the Commencement Date and on a straight-line basis over a period of two
hundred and four (204) months plus interest calculated at the Rate for the
remaining balance thereafter, subject however to the adjustments made with
respect to levels two (2) and three (3) of the Center as set forth in Section
3.1. On the Realty Expiration Date, a final payment of Realty Base Rent in the
amount computed by taking what would be the remaining Realty Base Rent Principal
as amortized pursuant to this EXHIBIT J, as of the Realty Expiration Date.



                                      120
<PAGE>

                                    EXHIBIT K

             Category 1 FF&E Tangible Personal Property Description

<Table>
<Caption>
                                                     AFE                AMOUNT
                                             --------------------    -----------
<S>                                          <C>                     <C>
Furniture                                               #10001052    $17,878,000
Design Fees & Expenses                                  #10001285    $ 2,345,477
Voice Systems                                          IT-VS-2001    $ 5,465,827
Flooring (initial order)                     #10000723 & 10001038    $ 1,677,487
Contingent Costs                                                     $ 1,189,689
                                                                     -----------
SUBTOTAL                                                             $28,556,480
</Table>


The Lessor and Lessee agree to reconcile the exact Category 1 FF&E within
forty-five (45) days of the Substantial Completion Date as defined in the
Construction Completion Agreement.



                                      121
<PAGE>

                                    EXHIBIT L

                      Category 1 FF&E Base Rent Computation


CATEGORY 1 FF&E BASE RENT. Monthly Category 1 FF&E Base Rent to be an amount as
would be necessary to amortize $28,556,480 on a straight-line basis over a
period of sixty (60) months plus interest calculated at the Rate.



                                      122
<PAGE>

                                    EXHIBIT M

             Category 2 FF&E Tangible Personal Property Description

<Table>
<Caption>
                                                        AFE             AMOUNT
                                                     ----------      -----------
<S>                                                  <C>             <C>
Desktop                                              IT-DT-2001      $ 7,608,570
Audio Visual                                          #10001221      $19,996,330
Data Network                                         IT-DN-2001      $13,800,779
Servers                                              IT-SA-2001      $ 5,867,282
Contingent Costs                                                     $   277,963
                                                                     -----------
SUBTOTAL                                                             $47,550,924
</Table>

The Lessor and Lessee agree to reconcile the exact Category 2 FF&E within
forty-five (45) days of the Substantial Completion Date as defined in the
Construction Completion Agreement.



                                      123
<PAGE>

                                    EXHIBIT N

                      Category 2 FF&E Base Rent Computation


CATEGORY 2 FF&E BASE RENT. Monthly Category 2 FF&E Base Rent to be an amount as
would be necessary to amortize $47,550,924 on a straight-line basis over a
period of thirty-six (36) months plus interest calculated at the Rate.



                                      124
<PAGE>

                                    EXHIBIT O


         1. OPTION TO PURCHASE/ PUT OPTION TERMS

                  1.1 SALE AGREEMENT. Upon the exercise by Lessee of its option
         to purchase or by Lessor of its option to require the Lessee to
         purchase (either being described herein as an "Exercise of Option"),
         both as set forth in Article XLII, the Lessor agrees to sell to the
         Lessee and the Lessee agrees to purchase from the Lessor the Realty for
         the Repurchase Price, on the terms hereinafter stated.

                  1.2 TITLE. Lessor shall transfer title to the Realty subject
         only to outstanding mineral interests of record, if any, the Permitted
         Exceptions and such other easements, restrictions of record.

                  1.3 LESSOR'S DELIVERIES BEFORE CLOSING. Within twenty (20)
         days after the Exercise Date, Lessor will deliver to Lessee the
         following:

                           1.3.1 Leases and Contracts. Access to all leases and
                  contracts affecting the ownership, operation or maintenance of
                  the Realty.

                           1.3.2 Survey. Any existing surveys of the Realty, in
                  Lessor's possession or control.

                  1.4 SELLER'S DELIVERIES AT CLOSING. At Closing, Lessor shall
         deliver to Lessee the following:

                           1.4.1 Deed. A duly-executed and acknowledged Special
                  Warranty Deed the form of which is attached hereto as Exhibit
                  I conveying to the Lessee marketable fee simple title to all
                  of the Realty free of all liens and Encumbrances and defects
                  in title except as set forth in to Paragraph 1.2 hereinabove.

                           1.4.2 Evidence of Authority. Reasonable evidence of
                  the Lessor's authority to consummate the transactions
                  contemplated hereby.

                           1.4.3 Leases and Contracts. The originals of the
                  items listed in Paragraph 1.3.1 hereinabove.

                           1.4.4 Lien Affidavit. Affidavit executed by Lessor in
                  form acceptable to the title company to the effect that the
                  Realty is free from claims for mechanics', materialmen's and
                  laborers' liens except as arising from the acts of Lessee.

                           1.4.6 Bill of Sale. If the Closing Date occurs on or
                  prior to either the Category 1 FF&E Expiration Date at the
                  Category 2 FF&E Expiration Date, a Special Warranty Bill of
                  Sale covering the Category 1 FF&E and/or the Category 2 FF&E,
                  as applicable.



                                      125
<PAGE>

                  1.5 LESSEE'S DELIVERIES AT CLOSING. At Closing, Lessee shall
         deliver to Lessor the following:

                           1.5.1 Consideration. The Repurchase Price.

                  1.6 CLOSING COSTS. All of the closing costs of or related to
         this transaction of whatever character or nature, and regardless of
         which party may have incurred the same shall be payable in full, by the
         Lessee.

                  1.7 CLOSING DATE. In the event of the Exercise Option, the
         closing (the "Closing Date") of the purchase and sale of the Realty
         shall be the earlier to occur of (i) the Realty Expiration Date, or
         (ii) ninety (90) days after the Exercise Date, with the exact date of
         Closing Date to be set by Lessor upon at least ten (10) days prior
         written notice to Lessee.

         2. PURCHASE AND SALE TERMS FOR LEASED PERSONAL PROPERTY.

         TRANSFER UPON PAYMENT. Upon the payment in full in each case of (i) the
         Category 1 FF&E Base Rent and (ii) the Category 2 FF&E Base Rent, the
         Lessor agrees to sell to Lessee and Lessee agrees to purchase from
         Lessor for no additional consideration, the Category 1 FF&E and
         Category 2 FF&E respectively. In the event of either of the foregoing,
         (i) within twenty (20) days after the Category 2 FF&E Expiration Date
         the Lessor shall provide to Lessee a Special Warranty Bill of Sale
         covering $47,550,924 of original cost of Category 2 FF&E, and (ii)
         within twenty (20) days after the Category 1 FF&E Expiration Date shall
         provide to Lessee a Special Warranty Bill of Sale covering $28,556,481
         of original cost of Category 1 FF&E.

         3. DEFAULT AND REMEDIES. In the event either party defaults in the
performance of any obligations under this EXHIBIT O, the non-defaulting party
shall give written notice of such default to the defaulting party. The
defaulting party (i) shall have thirty (30) days from receipt of such notice in
which to cure such default, or (ii) in the event such default involves
performance other than the payment of money, and cannot be reasonably cured
within such thirty (30) day period notwithstanding the diligent efforts of the
defaulting party, shall have such additional period as may be necessary to cure
such default so long as the defaulting party has commenced such cure within such
thirty (30) day period and thereafter diligently and continuously pursues a cure
of such default. In the event any such default is not cured within such period,
the non-defaulting party shall be entitled either (i) to waive such default in
writing, or (ii) to pursue any and all of its rights and remedies under
applicable law, including, without limitation, specific performance.



                                      126
<PAGE>

                                    EXHIBIT P

                                 UCC INFORMATION


AS TO LESSEE:

Jurisdiction of Organization: Delaware

Type of Organization: Limited Liability Company

Federal Employer Identification Number: Applied For

State Organization Number: Delaware 3352656

Principal Place of Business and Mailing Address: One Technology Center
                                                 Tulsa, Oklahoma 74103



AS TO GUARANTOR:

Jurisdiction of Organization: Delaware

Type of Organization: Limited Liability Company

Federal Employer Identification Number: 73-1349451

State Organization Number: Delaware 2206783

Principal Place of Business and Mailing Address: One Technology Center
                                                 Tulsa, Oklahoma 74103



                                      127
<PAGE>

                                  SCHEDULE 22.2

                                Sublease Parties

                                      None



                                      128
<PAGE>

                                    EXHIBIT A

                                  CENTER PARCEL


The Easterly Half (E/2) of Block Eighty-eight (88), ORIGINAL TOWN OF TULSA,
located in the City of Tulsa, Tulsa County, State of Oklahoma, according to the
Official Plat thereof, more particularly described as follows:

BEGINNING at the Southeasterly corner of Block 88; thence Northerly 300 feet
along the Easterly line of Block 88 to the Northeasterly corner of said Block;
thence Westerly along the Northerly line of said Block a distance of 150 feet to
a point; thence Southerly a distance of 300 feet to a point on the Southerly
line of said Block; thence Easterly along the Southerly line 150 feet to the
Point of Beginning.

AND, the following described property:

A portion of East First Street adjacent to Blocks 73 and 88 of the Original
Townsite of Tulsa, Tulsa County, State of Oklahoma, a portion of South
Cincinnati Avenue adjacent to Blocks 88 and 87, Original Townsite, Tulsa County,
State of Oklahoma and said portion of East Second Street adjacent to Blocks 88
and 106, Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
below an elevation of Three (3) feet lower than the driving lanes of said
roadway. Said potion of streets being more fully described as follows to wit:

Commencing at the point of beginning, said point being the northeast corner of
Block 88; thence westerly along the northerly line of said Block 88 a distance
of 160.00 feet; thence northerly and perpendicular to the northerly line of said
Block 88 a distance of 3.50 feet; thence easterly and parallel the northerly
line of said Block 88 a distance of 166.75 feet; thence southerly and parallel
the easterly line of said Block 88 a distance of 311. 50 feet; thence westerly
and parallel the southerly line of Block 88 a distance of 166.75 feet; thence
northerly a distance of 8.00 feet to a point on the southerly line of said Block
88, said point being 10.00 feet westerly from the southwest corner of Lot 6,
Block 88; thence easterly along the southerly line of Block 88 a distance of
160.00 feet to the southeast corner of Lot 6 Block 88; thence northerly along
the easterly line of Block 88 a distance of 300.00 feet to the point of
beginning.

Skywalk No. 1

The following described property:

         A portion of South Cincinnati Avenue adjacent to Blocks 73 and 74,
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         above an elevation of Twenty Seven (27) feet higher than the driving
         lanes of the said roadway. Said portion of South Cincinnati Avenue
         being more fully described as follows to wit:

         Commencing at the point of beginning, said point being the southwest
         corner of Lot 3 Block 74, Original Townsite; thence northerly along the
         westerly line a distance of 32.00



                                      129
<PAGE>

         feet of said Lot 3, Block 74; thence westerly and perpendicular a
         distance of 80.00 feet to a point on the easterly line of Lot 1, Block
         73, Original Townsite; thence southerly along the easterly line a
         distance of 32.0 feet of said Lot 1, Block 73; thence easterly and
         perpendicular a distance of 80.00 feet to the point of beginning.

Skywalk No. 2

The following described property:

         A portion of East First Street adjacent to Blocks 73 and 88 of the
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         above an elevation of Twenty Seven (27) feet higher than the driving
         lanes of the said roadway. Said portion of East First Street being more
         fully described as follows to wit:

         Commencing at the point of beginning, said point being the southeast
         corner of Lot 1, Block 73, Original Townsite; thence westerly along the
         southerly line of Lot 1 Block 73 a distance of 26.00 feet; thence
         southerly and perpendicular a distance of 80.00 feet to a point on the
         northerly line of Lot 3, Block 88, Original Townsite; thence easterly
         along the northerly line of Lot 3 Block 88 a distance of 26.00 feet to
         the northeast corner of Lot 3, Block 88; thence northerly and
         perpendicular a distance of 80.00 feet to the point of beginning.



                                      130
<PAGE>

                                    EXHIBIT B

                               CENTER PLANT SPACE



                                    [DRAWING]



                                      131
<PAGE>

                                    EXHIBIT C

                              LITIGATION AND CLAIMS


         1. Potential claims arising out of the General Contractor's Agreement
         for Williams Center Expansion Project between Manhattan Construction
         Company and Purchaser dated August 27, 1999, and the General
         Contractor's Agreement for the Williams Technology Center Design
         Project between Manhattan Construction Company and Guarantor (formerly
         Williams Communications, Inc.), as assigned to Purchaser effective
         February 26, 2001.



                                      132
<PAGE>

                                    EXHIBIT D

                              PARKING GARAGE PARCEL


TRACT A:

Lots One (1), Two (2), Three (3) and Four (4), Block Seventy-four (74), ORIGINAL
TOWNSITE OF TULSA, now City of Tulsa, Tulsa County, State of Oklahoma, according
to the Official Plat thereof;

TRACT B:

All that part of the Original Tulsa Station and Depot Grounds of the Burlington
Northern Railroad Company's Right of Way located in Sections 1 and 2, Township
19 North, Range 12 East of the Indian Base and Meridian, more particularly
described as follows, to-wit:

         BEGINNING at a point that is the Northwest corner of Block 74, Original
         Town of Tulsa, now City of Tulsa, Tulsa County, Oklahoma, according to
         the Official Plat thereof; thence Westerly along the Westerly
         production of the North line of Block 74, a distance of 80.00 feet to a
         point, also being the Northeast corner of Block 73, said point also
         being the Southeast corner of that certain sale to the Tulsa Urban
         Renewal Authority, dated December 30, 1970, recorded December 30, 1970,
         in Book 3951 at Pages 1235, 1236, 1237 and 1238, and correction deed
         dated August 28, 1973; thence Northerly along the Northerly production
         of the East line of said Block 73 a distance of 200.00 feet; thence
         Easterly parallel 200.00 feet Northerly of the North line of said Block
         74 a distance of 80.00 feet to a point on the Northerly production of
         the West line of Block 74; thence Southerly along the Northerly
         production of the West line of Block 74 a distance of 20.00 feet;
         thence Easterly parallel 180.00 feet Northerly of the North line of
         said Block 74 a distance of 60.91 feet to a point of intersection with
         an existing concrete retaining wall; thence Northeasterly along a
         deflection angle to the left of 5(degree)42'01" a distance of 240.27
         feet to a point on the Northerly production of the East line of Block
         74; thence Southerly along said Northerly production of the East line
         of Block 74 a distance of 203.86 feet to the Northeast corner of Block
         74; thence Westerly along the Northerly line of Block 74 a distance of
         300.00 feet to the Point of Beginning of said tract of land.

AND, the following described property:

         A portion of East First Street adjacent to Block 74 and Block 87 of the
         Original Townsite of Tulsa, Tulsa County, State of Oklahoma, that is
         below an elevation of One (1) foot lower than the driving lanes of said
         roadway. Said portion of street being more fully described as follows
         to wit:

         Commencing at a point of beginning, said point being the southwest
         corner of Block 74; thence southerly and perpendicular to the south
         line of Block 74 a distance of 2.75 feet; thence easterly and parallel
         to the southerly line of said Block 74 a distance of 302.75 feet;
         thence northerly and parallel to the easterly line of Block 74 a
         distance of 191.00 feet; thence westerly and perpendicular a distance
         of 2.75 feet to the east line of Block 74; thence southerly along the
         east line of Block 74 a distance of 188.25 feet, thence westerly along
         the southerly line of Block 74 a distance of 300.00 feet, to the point
         of beginning.



                                      133
<PAGE>

                                    EXHIBIT E

                    LEGAL DESCRIPTION OF COOLING TOWER PARCEL


Lots Eight (8) and Nine (9), Block Eighty-Seven (87), Original Town, now City of
Tulsa, Tulsa County, State of Oklahoma, according to the plat thereof.



                                      134
<PAGE>

                                    EXHIBIT F


                        [COMMITMENT FOR TITLE INSURANCE]



                                      135
<PAGE>

                                    EXHIBIT G

                                AGREED ALLOCATION


<Table>
<Caption>
ITEM                                                               ALLOCATION
<S>                                                               <C>
Center                                                           $ 79,200,000
Center Parcel                                                       1,450,000
Parking Garage                                                      9,000,000
Parking Garage Parcel                                                 670,000
Fixtures                                                           78,572,595
Furniture and Equipment                                            76,107,405
TOTAL                                                            $245,000,000
</Table>



                                      136
<PAGE>

                                    EXHIBIT H

                               ANCILLARY CONTRACTS


1.       Management Services Agreement dated April 23, 2001, executed by
         Purchaser, as Manager, and Seller, as Owner, covering the Acquired
         Assets (exclusive of the Parking Garage and the Parking Garage Parcel)
         (the "Management Agreement").

2.       Lease Agreement dated April 23, 2001, executed by Seller, as Landlord,
         and Purchaser, as Tenant, pertaining to the Central Plant (the "Central
         Plant Lease").

3.       Utility Services Agreement dated April 23, 2001, executed by Purchaser,
         as Owner, and Seller, as Customer (the "Utility Services Agreement").



                                      137

</TEXT>
</DOCUMENT>
