<DOCUMENT>
<TYPE>EX-10.(W)
<SEQUENCE>14
<FILENAME>d93687ex10-w.txt
<DESCRIPTION>AIRCRAFT DRY LEASE N359WC, DATED 9/13/01
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(w)

                               AIRCRAFT DRY LEASE
                                     N359WC

                  This Aircraft Dry Lease ("Lease") dated as of September 13,
2001 ("Effective Date"), is by and between Williams Communications Aircraft,
LLC, a Delaware limited liability company and a wholly owned subsidiary of
Williams Aircraft, Inc. ("Lessor") and Williams Communications, LLC, a Delaware
limited liability company (the "Lessee").

                  Lessor hereby leases to Lessee, and Lessee hereby leases from
Lessor the aircraft described on Schedule "B" attached hereto, together with all
engines, equipment, attachments, substitutions, replacements and additions
(collectively, the "Aircraft").

         1. Certain Definitions: For purposes of this Lease the terms
"Additional Charge", "Affiliate", "Change in Control", "Debt", "Encumbrance",
"Environmental Laws", "ERISA", "ERISA Event", "GAAP:", "Governmental Authority",
"Hazardous Materials", "Material Adverse Affect", "Material Debt", "Notice",
"Officer's Certificate", "Overdue Rate", "Permitted Encumbrances", "Person",
"Plan", "Prime Rate", "Proceeding", "Transfer", and "WCG" shall have the
meanings described for such capitalized terms as contained in the Master Lease
dated September 13, 2001, among Williams Headquarters Building Company, Williams
Technology Center, LLC, and Williams Communications, LLC. Capitalized terms not
otherwise specifically defined in this Lease shall have the meanings described
for such capitalized terms as contained in the Credit Agreement dated as of
September 8, 1999 (the "Credit Agreement") among Lessee, Bank of America, N.A.,
The Chase Manhattan Bank and other parties (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) with respect to
the financial covenants therein. A copy of the Credit Agreement is attached
hereto as Exhibit I. 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 with respect to the financial covenants.

         2. Term and Rent: This Lease is for a term of ten (10) years, beginning
September 13, 2001, and ending September 1, 2011. For said term or any portion
thereof, Lessee shall pay to Lessor rentals ("Rent") payable in accordance with
Schedule "A", of which the first is due October 1, 2001, and the others on a
like date of each month thereafter. All Rent shall be paid at Lessor's place of
business shown below, or such other place as the Lessor may designate by written
notice to the Lessee. All Rent shall be paid without notice or demand and
without abatement, deduction or set-off of any amount whatsoever. The operation
and use of the Aircraft shall be at the risk of Lessee, and not of Lessor and
the obligation of Lessee to pay Rent hereunder shall be unconditional.

                  2.1 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 (i) two percent (2%) of the amount
         not paid within five (5) days of the date when due plus (b) if such
         Rent (including the late charge) is not paid within ten (10) days of
         the date due,


<PAGE>


         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. Destruction of Aircraft: If the Aircraft is lost, stolen, totally
destroyed, damaged beyond repair or permanently rendered unfit for use for any
reason whatsoever, the liability of the Lessee to pay Rent therefor may be
discharged by paying to Lessor all the Rent due thereon, plus all the Rent to
become due thereon less the net amount of the recovery, if any, actually
received by Lessor from insurance or otherwise for such loss or damage. Lessor
shall not be obligated to undertake, by litigation or otherwise, the collection
of any claim against any person for loss or damage of the Aircraft. Except as
expressly provided in this paragraph, the total or partial destruction of the
Aircraft, or total or partial loss of use or possession thereof to Lessee, shall
not release or relieve Lessee from the duty to pay the Rent herein provided.

         4. No Warranties by Lessor; Compliance with Laws and Insurance: Lessor,
not being the manufacturer of the Aircraft, nor manufacturer's agent, makes no
warranty or representation, either express or implied, as to the fitness,
quality, design, condition, capacity, suitability, merchantability or
performance of the Aircraft or of the material or workmanship thereof, or that
the Aircraft will satisfy the requirements of any law, rule, specification or
contract, it being agreed that the Aircraft is leased "as is" and that all such
risks, as between the Lessor and the Lessee, are to be borne by the Lessee at
its sole risk and expense, Lessee accordingly agrees not to assert any claim
whatsoever against the Lessor based thereon. Lessee further agrees, regardless
of cause, not to assert any claim whatsoever against the Lessor for loss of
anticipatory profits or consequential, indirect, special or punitive damages.
Lessor shall have no obligation to test or service the Aircraft. Lessee agrees,
at its own cost and expense, (a) to pay all charges and expenses in connection
with the operation of the Aircraft; (b) to comply with all governmental laws,
ordinances, regulations, requirements and rules with respect to the use and
operation of the Aircraft; and (c) to maintain at all times (i) Aircraft hull
insurance, including all-risk ground and flight insurance on the Aircraft for
the stated value thereof (not to be less than the full current market value as
determined annually by the parties) for the term of this Lease, plus other
insurance thereon in amounts and against such risks as Lessor may specify, and
deliver each policy to Lessor with a standard long form endorsement attached
thereto showing loss payable to Lessor as its interest may appear, and (ii)
combined single limit liability insurance covering bodily injury liability,
property damage liability and passenger liability for the term of this Lease
naming Lessor its parent and affiliates as additional insureds to the full
extent of the policies carried, but in no event less than $200,000,000.00 per
occurrence. Lessee shall deliver to Lessor evidence of such insurance coverage.
All insurance policies must provide that no cancellation or non-renewal thereof
shall be effective without 30 days prior written notice to Lessor and all
insurance policies shall be in form, terms and amounts and with insurance
carriers satisfactory to Lessor.


                                       2
<PAGE>


         5. Maintenance. Lessee, at its cost and expense, shall:

                  5.1 perform or cause to be performed all airworthiness
         directives, mandatory manufacturer's service bulletins, and all other
         mandatory service, inspections, repair, maintenance, overhaul and
         testing: (a) as may be required under applicable Federal Aviation
         Administration (the "FAA") rules and regulations, (b) in the same
         manner and with the same care as shall be the case with similar
         aircraft and engines owned by or operated on behalf of Lessee without
         discrimination, and (c) so as to keep the Aircraft in as good operating
         condition as when delivered to the Lessee, ordinary wear and tear
         excepted, with all systems in good operating condition;

                  5.2 keep the Aircraft in such condition as is necessary to
         enable the airworthiness certification of the Aircraft to be maintained
         at all times under applicable FAA regulations and any other applicable
         law, including, but not limited to any equipment modifications or
         installations required by the FAA;

                  5.3 maintain, in the English language, all records and other
         materials required by and in a manner acceptable to the FAA and any
         other governmental entity having jurisdiction over the Aircraft and its
         operation;

                  5.4 Lessee shall furnish Lessor reports on an annual basis a
         list of those service bulletins, airworthiness directives and
         engineering modifications incorporated on the Aircraft during the
         preceding calendar year.

         6. Taxes: Lessee agrees that, during the term of this Lease, in
addition to the Rent and all other amounts provided herein to be paid, it will
promptly pay all taxes, assessments and other governmental charges (including
penalties and interest, if any, and fees for titling or registration, if
required) levied or assessed: (a) upon the interest of the Lessee in the
Aircraft or upon the use or operation thereof or on the earnings arising
therefrom; and (b) against Lessor on account of its acquisition or ownership of
the Aircraft, or the use or operation thereof or the leasing thereof to the
Lessee, or the Rent herein provided for, or the earnings arising therefrom,
exclusive, however, of any taxes based on net income of Lessor ("Taxes"). Lessee
agrees to file, on behalf of Lessor, all required tax returns and reports
concerning the Aircraft with all appropriate governmental agencies, and within
not more than 45 days after the due date of such filing to send Lessor
confirmation, in form satisfactory to Lessor, of such filing.

                  6.1 Lease Characterization: Lessor and Lessee agree that the
         terms of this Lease create an operating lease for federal and state
         income tax purposes. Consistent with the foregoing, Lessor intends to
         retain all tax benefits associated with this Lease and Lessee agrees
         not to take an inconsistent position on its federal or state income tax
         filings. If any action taken by one party under this Lease causes this
         Lease to be ultimately determined by any taxing authority not to be an
         operating lease, that party shall indemnify the other party for any
         resulting increase in the other party's federal or state income tax
         liability for any period.


                                       3
<PAGE>


                  6.2 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 levy or assessment of Taxes provided (a) prior notice of such
         contest is given to Lessor, (b) the Aircraft would not be in any danger
         of being sold, 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 unpaid Taxes, collection thereof is
         suspended during the pendency of such contest, and (d) 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 the Taxes, 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 payment of Taxes and
         attorneys' fees. If at any time Lessor reasonably determines that
         payment of the Taxes contested by Lessee is necessary in order to
         prevent loss of the Aircraft 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 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.

         7. Lessor's Right of Inspection and Identification of Aircraft: All
equipment, engines, radios, accessories, instruments and parts now or hereafter
used in connection with the Aircraft shall become part of the Aircraft by
accession. Lessor warrants that the Aircraft is not registered under the laws of
any foreign country. Lessee shall permit Lessor or its designee, on 5 days prior
written notice to visit and inspect the Aircraft, its condition, use and
operation, and the records maintained in connection therewith, at any reasonable
time without interfering with the normal operation of the Aircraft, at Lessor's
cost and expense, provided that no Default or Event of Default has occurred and
is continuing. Lessor shall have no duty to make any such inspection and shall
not incur any liability or obligation by reason of not making any such
inspection. Lessor's failure to object to any condition or procedure observed or
observed in the course of an inspection hereunder shall not be deemed to waive
or modify any of the terms of this Lease with respect to such condition or
procedure.

         8. Possession and Place of Use: The Aircraft shall be based at the
location specified in Schedule "B", and shall not be permanently removed
therefrom without Lessor's prior written consent. Lessee shall not, without
Lessor's prior written consent, (a) part with possession or control of the
Aircraft, (b) attempt or purport to sell, pledge, mortgage or otherwise encumber
the Aircraft


                                       4
<PAGE>


or otherwise dispose of or encumber any interest under this Lease, or (c) fly or
permit the Aircraft to be flown or located outside the area covered by insurance
required by paragraph 3 of this Lease.

         9. Lessee's Warranties: Lessee warrants that the Aircraft will be
registered under the laws of the United States and will not be registered under
the laws of any foreign country; that the Aircraft and/or equipment will not be
held, maintained or used in violation of any law, regulation, ordinance or
policy of insurance affecting the maintenance, use or flight of Aircraft. These
warranties are conditions of Lessee's right of possession and use, and delivery
is made in reliance thereon.

         10. Performance of Obligations of Lessee by Lessor: In the event that
Lessee shall fail duly and promptly to perform any of its obligations under the
provisions of this Lease, Lessor may, at its option, perform the same for the
account of Lessee without thereby waiving such default, and any amount paid or
expense (including reasonable attorneys' fees), penalty or other liability
incurred by Lessor in such performance, together with interest at the Overdue
Rate until paid by Lessee to Lessor, shall be payable by Lessee upon demand as
additional rent for the Aircraft.

         11. Purchase Option: At any time during the term of this Lease, if
Lessee has paid in full all rentals owing hereunder and is not in default
hereunder, Lessee shall have the option to purchase the Aircraft for an amount
equal to the greater of (1) fair market value of the Aircraft or (2) the
Termination Value in accordance with Schedule "C" plus accrued interest. Lessee
shall give Lessor written notice of its intent to exercise such option not less
than 30 days prior to the transfer of the Aircraft to Lessee. Fair market value
shall be determined by a mutually agreed upon independent aircraft broker. If
the parties cannot agree on the selection of a broker, each party shall
designate a broker. Such selected brokers will then select a third broker to
appraise the Aircraft. Such third party broker appraisal shall be binding upon
the parties.

                  Lessee shall also have the right to purchase the Aircraft as
of October 1, 2006 ("Early Buy-Out Option") for the Termination Value for such
date in accordance with Schedule "C" plus accrued interest.

         Lessee shall also be responsible for all transaction costs associated
with any exercise in accordance with this Section 11.

         12. Put Option: Upon the expiration of the original term of this Lease,
Lessor shall have the option to require the Lessee to purchase the Aircraft for
an amount equal to the agreed fair market value of the Aircraft as defined in
Section 11 hereof. Lessor shall provide Lessee written notice of its intent to
exercise such option not less than 30 days prior to the expiration of the
original term of this Lease.

         Lessee shall also be responsible for all transaction costs associated
with any exercise in accordance with this Section 12.


                                       5
<PAGE>


         13. Default: An event of default ("Event of Default") shall occur if:

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

                  (b) Either Lessee 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 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, any 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);

                  (c) Lessee 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.A. Section 101, et seq);

                  (d) Lessee 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 in any manner
permits the sale or divestiture of substantially all of its assets;

                  (e) The estate or interest of Lessee in the Aircraft 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 consenting such lien or attachment in good faith);

                  (f) Any representation or warranty made by Lessee in the
Membership Interest Purchase Agreement or in the certificate 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 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
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 other lease to which Lessee is
subject and prior to the time that the same results in civil or criminal
penalties to Lessor, Lessee, or any Affiliates of any of such parties or the
Aircraft;


                                       6
<PAGE>


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

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

                  (i) Lessee fails to purchase the Aircraft if and as required
under this Lease;

                  (j) Lessee or WCG breaches any of the financial covenants set
forth in Section 14 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 or WCG;

                  (k) Lessee 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:

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

                  (m) 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;

                  (n) One or more judgments for the payment of money in an
aggregate amount in excess of $25,000,000 shall be rendered against Lessee 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 or WCG to enforce any such judgment;

                  (o) 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 reasonable be expected to result in liability of Lessee or WCG in an
aggregate amount exceeding $25,000,000 for all periods;

                  (p) Lessee fails to maintain the Aircraft in accordance with
the terms of this Lease;

                  (q) A Change in Control shall occur;

                  (r) Lessee fails to observe or perform any provisions of
Section 4 and Section 14.4 regarding insurance; or

                  (s) Lessee defaults on any other Aircraft Dry Lease dated
concurrently herewith.


                                       7
<PAGE>


         Upon the occurrence of an Event of Default, Lessor, at Lessor's option,
may: (a) proceed by appropriate court action or actions or other proceedings
either at law or in equity to enforce performance by Lessee of any and all
covenants of this Lease and to recover damages for the breach thereof; (b)
demand that Lessee deliver the Aircraft forthwith to Lessor at Lessee's expense
at such place as Lessor may designate; (c) Lessor and/or Lessor's agents may,
without notice or liability or legal process, enter into any premises of or
under control or jurisdiction of Lessee or any agent of Lessee where the
Aircraft may be or by Lessor is believed to be, and repossess the Aircraft,
using all force necessary or permitted by applicable law so to do, Lessee hereby
expressly waiving all further rights to possession of the Aircraft and all
claims for injuries suffered through or loss caused by such repossession; (d)
terminate this Lease, whereupon Lessee shall, without further demand, as
liquidated damages for loss of the bargain and not as a penalty forthwith pay to
Lessor any unpaid Rent that accrued on or before the occurrence of the event of
default plus an amount equal to the difference between the value, as of the date
of the occurrence of such event of default, of the aggregate Rent reserved
hereunder for the unexpired term of this Lease and the then value of the
aggregate rental value of the Aircraft for such unexpired term which the Lessor
reasonably estimates to be obtainable for the use of the Aircraft during such
unexpired terms. Should any proceedings be instituted by or against Lessor for
monies due to Lessor hereunder and/or for possession of the Aircraft or for any
other relief, Lessee shall pay a reasonable sum as attorneys' fees. If any
statute governing the proceeding in which damages are to be proved specifies the
amount of such claim, Lessor shall be entitled to prove as and for damages for
the breach an amount equal to that allowed under such statute. The remedies of
this Lease provided in favor of Lessor shall not be deemed exclusive, but shall
be cumulative, and shall be in addition to all other remedies in its favor
existing at law or in equity, and the exercise, or beginning of exercise by
Lessor of any one or more of such remedies shall not preclude the simultaneous
or later exercise by Lessor of any or all such remedies. No express or implied
waiver by Lessor of any event of default hereunder shall in any way be, or be
construed to be, a waiver of any future or subsequent events of default.

         14. Covenants: Lessee represents, warrants and covenants that:

                  14.1 Existence; Conduct of Business. Lessee 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.

                  14.2 Payment of Obligations. Lessee 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


                                       8
<PAGE>


         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.

                  14.3 Maintenance of Properties. Lessee 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.

                  14.4 Insurance. In addition to the insurance required in
         Section 4, Lessee 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. As of the Effective Date, all premiums in respect of all
         insurance described in the Lease have been paid. Lessee shall deliver
         an insurance certificate to Lessor as of the Effective Date evidencing
         all such insurance coverages.

                  14.5 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 Lessor's property or assets or the commencement
         of any action or Proceeding for the taking of any of Lessor'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).

                  14.6 Books and Records; Inspection and Audit Rights. Lessee
         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 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.

                  14.7 Compliance with Laws. Lessee 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.


                                       9
<PAGE>


                  14.8 Further Assurances. At any time and from time to time,
         Lessee 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 Lessor. Lessee and Lessor 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.

                  14.9 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 Aircraft.

                  14.10 Encumbrances. Lessee will not 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.

                  14.11 Fundamental Changes. Lessee and WCG each will not 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 a wholly owned by Lessor immediately prior to such
         merger shall not be permitted, and (ii) any person may merge into the
         Lessee in a transaction in which the Lessee is the surviving
         corporation.

                  14.12 Other Material Agreements. Lessee shall not (i) enter
         into any other material agreement relating to any portion of the
         Aircraft, 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.

                  14.13 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.

                  14.14 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


                                       10
<PAGE>


         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 20, 2001                $350,000,000

   October 1, 2001-December 31, 2001               $350,000,000
</Table>

                  14.15 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>

                  PERIOD                                       TOTAL LEVERAGE RATIO
                  ------                                       --------------------
<S>                                                            <C>
     March 31, 2001-December 30, 2001                               12.50:1.00

   December 31, 2002-December 30, 2003                              9.50:1.00

     December 31, 2003 and thereafter                               4.00:1.00
</Table>

                  14.16 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>
                  PERIOD                                      SENIOR 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>

                  14.17 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:

<Table>
<Caption>
                PERIOD                                      INTEREST 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>


                                       11
<PAGE>


                  14.18 Organization; Powers. Lessee 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.

                  14.19 Authorization; Enforceability. The execution of and
         performance under this Lease is within Lessee's' 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 Lessee and constitutes a legal, valid
         and binding obligation of the Lessee, 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.

                  14.20 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 Lessor 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 Lessor or any of their respective assets, or give rise to a right
         thereunder to require any payment to be made by Lessee or Lessor, and
         (d) will not result in the creation or imposition of any Encumbrance on
         any asset of Lessee or Lessor, except any Encumbrance created by or in
         accordance with the Lease.

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

                  14.22 Properties. Lessee has good title to, or valid leasehold
         interests in, all its real and personal property material to its
         business, 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 Lessee or Lessor is subject to any Encumbrance
         other than Permitted Encumbrances, and Encumbrances created by or in
         connection with this Lease.

                  14.23 Intellectual Property. Lessee 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 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.

                  14.24 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


                                       12
<PAGE>

         of Lessee or Lessor, threatened against or affecting Lessee or WCG (i)
         as to which there is a reasonable possibility-bility 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.

                           14.24.1 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, Lessee (i) has not 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 not become subject to any
                  liability with respect to any Environmental Law, (iii) has not
                  received written notice of any claim with respect to any
                  Environmental Law or (iv) does not know 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.

                  14.25 Compliance with Laws and Agreements. Lessee 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 Event of Default has occurred and is continuing.

                  14.26 Investment and Holding Company Status. Lessee is not (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.

                  14.27 Taxes. Lessee or WCG 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 Lessor, 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.

                  14.28 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.


                                       13
<PAGE>


                  14.29 Disclosure. Lessee has disclosed all agreements,
         instruments and corporate or other restrictions to which Lessee is
         subject, and all other matters known to Lessee, 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 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
         represents only that such information was prepared in good faith based
         upon assumptions believed to be reasonable at the time.

                  14.30 Labor Matters. As of the Effective Date, there are no
         strikes, lockouts or slowdowns against Lessee pending or, to the
         knowledge of Lessee, threatened. The hours worked by and payments made
         to employees of Lessee 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 for
         which any claim may be made against Lessee, 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. 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 is bound.

                  14.31 No Burdensome Restrictions. No contract, lease,
         agreement or other instrument to which Lessee 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.

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

         15. OFFICER'S CERTIFICATES AND FINANCIAL STATEMENTS. Lessee shall
furnish or cause to be furnished to one another:

                  15.1 Fiscal Year Information. (i) within 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 (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 90
         days after the end of each fiscal year of WCG, supplemental unaudited
         balance sheets and related unaudited statements of operations,


                                       14
<PAGE>


         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.

                  15.2 Quarterly Information. (i) within 45 days after the end
         of each of the first 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 flow of 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
         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 45 days after the end of each of the first
         3 fiscal quarters of each fiscal year of WCG, unaudited balance sheets
         and related statements of operations, stockholders' or members' equity
         and cash flow of Lessor 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 a
         Officer's Certificate as presenting fairly in all material respects the
         financial condition and results of operations of WCG in accordance with
         GAAP consistently applied, subject to normal year-end audit adjustments
         and the absence of footnotes.

                  15.3 Officers Certificate. Concurrently with any delivery of
         financial statements in accordance with this Lease, 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 14.13 through
         14.17, and (iii) stating whether any change in GAAP or in the
         application thereof has occurred since the date referred to in
         paragraph 14.24 and, if any such change has occurred, specifying the
         effect of such change on the financial statements accompanying such
         Officer's Certificate.

                  15.4 Accounting Firm Certificate. Concurrently with any
         delivery of financial statements in accordance with this Lease, 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).

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


                                       15
<PAGE>


                  15.6 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 members 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.

                  15.7 Other Information. Promptly following any request
         therefor, such other information regarding the operations, business
         affairs and financial condition of Lessee, or compliance with the terms
         of this Lease or any of the documents contemplated herein.

                  15.8 Credit Agreement Information. To the extent not
         previously covered by the provisions of this paragraph, copies of all
         information provided by Lessee or any Affiliates pursuant to the Credit
         Agreement, contemporaneously with its delivery pursuant thereto.

         16. NOTICES OF MATERIAL EVENTS. Upon knowledge thereof, Lessee will
furnish prompt written notice of the following. Each notice delivered under this
paragraph 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.

                  16.1 Event of Default. The occurrence of any Event of Default.

                  16.2 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, WCG or any
         Affiliate thereof that could reasonably be expected to result in a
         Material Adverse Effect.

                  16.3 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.

                  16.4 Credit Agreement. Any change or modification to the
         Credit Agreement.

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

         17. Indemnity: Lessee agrees that Lessor shall not be liable to Lessee
for, and Lessee shall indemnify and save Lessor, its parent and affiliated
companies harmless from and against any and all liability, loss, damage,
expense, causes of action, suits, claims or judgments arising from or caused
directly or indirectly by (a) Lessee's failure to promptly perform any of its
obligations under the provisions of this Lease, (b) injury to person or property
resulting from or based upon the actual or alleged use, operation, delivery or
transportation of the Aircraft or its location or condition, or (c) inadequacy
of the Aircraft for any purpose or any deficiency or defect therein or the use
or maintenance thereof or any repairs, servicing or adjustments thereto or any
delay in providing or failure to provide any thereof or any interruption or loss
of service or use thereof or any loss of


                                       16
<PAGE>


business; and shall, at its own cost and expense, defend any and all suits which
may be brought against Lessor, either alone or in conjunction with others upon
any such liability or claim or claims and shall satisfy, pay and discharge any
and all judgments and fines that may be recovered against Lessor in any such
action or actions, provided, however, that Lessor shall give Lessee written
notice of any such claim or demand.

         18. Assignments and Notices: Neither this Lease nor Lessee's rights
hereunder shall be assignable except with Lessor's written consent; the
conditions hereof shall bind any permitted successors and assigns of Lessee.
Lessor may assign this Lease without consent of Lessee. Lessee, after receiving
notice of any assignment, shall abide thereby and make payment as may therein be
directed. Following such assignment, solely for the purpose of determining
assignor's rights hereunder, the term "Lessor" shall be deemed to include or
refer to Lessor's assignee. All notices relating hereto shall be delivered in
person to an officer of Lessor or Lessee or shall be mailed to Lessor or Lessee
at its respective address herein shown or at any later address last known to the
sender.

         19. Further Assurances: Lessee shall execute and deliver to Lessor,
upon Lessor's request, such instruments and assurances as Lessor deems necessary
or advisable for the confirmation or perfection of this Lease and Lessor's
rights hereunder, including the filing or recording of this Lease at Lessor's
option.

         20. Counterparts: This Lease may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one in the same instrument.

         21. 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.

         22. Governing Law: This Lease is executed and delivered in the State of
Oklahoma, and except insofar as the law of another state or jurisdiction may be
mandatorily applicable, shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the laws of said State.

         23. Truth-in-Leasing Clause: THE AIRCRAFT HAS BEEN MAINTAINED AND
INSPECTED UNDER FEDERAL AVIATION REGULATION PART 91 FOR THE 12 MONTHS PRECEDING
THE DATE OF THIS LEASE. THE AIRCRAFT WILL BE MAINTAINED AND INSPECTED UNDER
FEDERAL AVIATION REGULATION PART 91 FOR OPERATIONS TO BE CONDUCTED UNDER THIS
LEASE. THE LESSEE CERTIFIES THAT IT IS RESPONSIBLE FOR OPERATIONAL CONTROL OF
THE AIRCRAFT AND THAT IT UNDERSTANDS ITS RESPONSIBILITIES FOR COMPLIANCE WITH
APPLICABLE FEDERAL AVIATION REGULATIONS. AN EXPLANATION OF THE FACTORS BEARING
ON OPERATIONAL CONTROL AND THE PERTINENT FEDERAL AVIATION


                                       17
<PAGE>


REGULATIONS CAN BE OBTAINED FROM THE NEAREST FAA FLIGHT STANDARDS DISTRICT
OFFICE.

LESSOR:                                           LESSEE:

WILLIAMS COMMUNICATIONS                           WILLIAMS COMMUNICATIONS, LLC
   AIRCRAFT, LLC



By:      /s/  Mark W. Husband           By:    /s/  Howard S. Kalika
      ------------------------------          ----------------------------------
Name:         Mark W. Husband           Name:       Howard S. Kalika
      ------------------------------          ----------------------------------
Title:        Assistant Treasurer       Title:      Treasurer and Vice President
      ------------------------------          ----------------------------------










Signature page to Aircraft Dry Lease (N359WC) by and between Williams
Communications Aircraft, LLC and Williams Communications, LLC dated September
13, 2001


                                       18
<PAGE>


                                  SCHEDULE "A"

                                   RENT-N359WC

                  Rent shall be payable in one hundred and twenty (120) equal
successive monthly rental payments in an amount as would be necessary to
amortize $9,250,000 on a straight-line basis over a period of one hundred and
twenty (120) months plus interest calculated at the Interest Rate as set forth
below:

                  The following definitions shall apply to this SCHEDULE "A":

                  "ABR", when used herein, refers to interest at a rate
determined by reference to the Alternate Base Rate.

                  "Applicable Margin" means, for any day, the applicable rate
per annum set forth below under the caption "Eurodollar Spread" or "ABR Spread",
as the case may be, based upon the Lessee'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.

                  "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 CALENDAR MONTH COMMENCING IMMEDIATELY AFTER 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.

                  "WCG" means Williams Communications Group, Inc., a Delaware
corporation, and the parent company of Williams Communications, LLC.


                                       19
<PAGE>


Interest Rate Calculation

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 Lessee's Facilities Rating in accordance with the grid below:



<Table>
<Caption>
                                   Facilities Rating of                                  Eurodollar      Leverage
                                          Lessee                       ABR 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 bot S&P or 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 or 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
or 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 or Moody's for the Facilities shall be changed (other than as
a result of a change in the rating system of S&P of 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 engine on the date
immediately preceding the effective date of the next such change.


                                       20
<PAGE>


                                  SCHEDULE "B"

         Cessna model 560XL Citation Excel aircraft with manufacturer's serial
         number 560-5129 and United States nationality and registration marks
         N359WC.

         Pratt & Whitney model PW545A aircraft engines with manufacturer's
         serial numbers PCEDB0271 and PCEDB0265.

         Such aircraft to be based at Spirit of Saint Louis Airport, City of
         Chesterfield, Missouri, Country of U.S.A.







                                       21
<PAGE>

                                  SCHEDULE "C"

                                Termination Value

The Termination Value of the Aircraft shall be set forth opposite the applicable
rent payment, plus accrued interest to such date.

CAPITALIZED LESSOR'S COST:                      $9,250,000.00

<Table>
<Caption>
                                                (1)             (2)                (3)              (4)              (2) + (4)
                            Termination       Ten Year                           Monthly        Present Value
   Payment  Monthly         Value as a      Straight-Line    Unamortized        Depreciation   of Depreciation       Termination
   Number   Period           % of Cost      Amotization        Balance           Benefits         Benefits              Value
<S>         <C>             <C>             <C>             <C>                 <C>            <C>                 <C>
      1     10/1/01          133.83%         $77,083.33     $9,250,000.00       $154,166.67      $3,129,143.23      $12,379,143.23
      2     11/1/01          131.55%         $77,083.33     $9,172,916.67       $154,166.67      $2,995,837.52      $12,168,754.19
      3     12/1/01          129.27%         $77,083.33     $9,095,833.33       $154,166.67      $2,861,643.10      $11,957,476.44
      4      1/1/02          126.98%         $77,083.33     $9,018,750.00        $61,666.67      $2,726,554.06      $11,745,304.06
      5      2/1/02          125.67%         $77,083.33     $8,941,666.67        $61,666.67      $2,683,064.42      $11,624,731.09
      6      3/1/02          124.37%         $77,083.33     $8,864,583.33        $61,666.67      $2,639,284.85      $11,503,868.18
      7      4/1/02          123.06%         $77,083.33     $8,787,500.00        $61,666.67      $2,595,213.41      $11,382,713.41
      8      5/1/02          121.74%         $77,083.33     $8,710,416.67        $61,666.67      $2,550,848.17      $11,261,264.84
      9      6/1/02          120.43%         $77,083.33     $8,633,333.33        $61,666.67      $2,506,187.16      $11,139,520.49
     10      7/1/02          119.11%         $77,083.33     $8,556,250.00        $61,666.67      $2,461,228.41      $11,017,478.41
     11      8/1/02          117.79%         $77,083.33     $8,479,166.67        $61,666.67      $2,415,969.93      $10,895,136.60
     12      9/1/02          116.46%         $77,083.33     $8,402,083.33        $61,666.67      $2,370,409.73      $10,772,493.06
     13     10/1/02          115.13%         $77,083.33     $8,325,000.00        $61,666.67      $2,324,545.79      $10,649,545.79
     14     11/1/02          113.80%         $77,083.33     $8,247,916.67        $61,666.67      $2,278,376.10      $10,526,292.76
     15     12/1/02          112.46%         $77,083.33     $8,170,833.33        $61,666.67      $2,231,898.61      $10,402,731.94
     16      1/1/03          111.12%         $77,083.33     $8,093,750.00        $37,000.00      $2,185,111.26      $10,278,861.26
     17      2/1/03          110.05%         $77,083.33     $8,016,666.67        $37,000.00      $2,162,678.67      $10,179,345.34
     18      3/1/03          108.97%         $77,083.33     $7,939,583.33        $37,000.00      $2,140,096.53      $10,079,679.86
     19      4/1/03          107.89%         $77,083.33     $7,862,500.00        $37,000.00      $2,117,363.84       $9,979,863.84
     20      5/1/03          106.81%         $77,083.33     $7,785,416.67        $37,000.00      $2,094,479.60       $9,879,896.26
     21      6/1/03          105.73%         $77,083.33     $7,708,333.33        $37,000.00      $2,071,442.80       $9,779,776.13
     22      7/1/03          104.64%         $77,083.33     $7,631,250.00        $37,000.00      $2,048,252.41       $9,679,502.41
     23      8/1/03          103.56%         $77,083.33     $7,554,166.67        $37,000.00      $2,024,907.43       $9,579,074.10
     24      9/1/03          102.47%         $77,083.33     $7,477,083.33        $37,000.00      $2,001,406.81       $9,478,490.15
     25     10/1/03          101.38%         $77,083.33     $7,400,000.00        $37,000.00      $1,977,749.53       $9,377,749.53
     26     11/1/03          100.29%         $77,083.33     $7,322,916.67        $37,000.00      $1,953,934.52       $9,276,851.19
     27     12/1/03           99.20%         $77,083.33     $7,245,833.33        $37,000.00      $1,929,960.75       $9,175,794.09
     28      1/1/04           98.10%         $77,083.33     $7,168,750.00       $117,845.00      $1,905,827.16       $9,074,577.16
     29      2/1/04           96.13%         $77,083.33     $7,091,666.67       $117,845.00      $1,800,687.67       $8,892,354.34
     30      3/1/04           94.16%         $77,083.33     $7,014,583.33       $117,845.00      $1,694,847.26       $8,709,430.59
     31      4/1/04           92.17%         $77,083.33     $6,937,500.00       $117,845.00      $1,588,301.24       $8,525,801.24
     32      5/1/04           90.18%         $77,083.33     $6,860,416.67       $117,845.00      $1,481,044.91       $8,341,461.58
     33      6/1/04           88.18%         $77,083.33     $6,783,333.33       $117,845.00      $1,373,073.55       $8,156,406.88
     34      7/1/04           86.17%         $77,083.33     $6,706,250.00       $117,845.00      $1,264,382.37       $7,970,632.37
     35      8/1/04           84.15%         $77,083.33     $6,629,166.67       $117,845.00      $1,154,966.58       $7,784,133.25
     36      9/1/04           82.13%         $77,083.33     $6,552,083.33       $117,845.00      $1,044,821.36       $7,596,904.70
     37     10/1/04           80.10%         $77,083.33     $6,475,000.00       $117,845.00        $933,941.84       $7,408,941.84
     38     11/1/04           78.06%         $77,083.33     $6,397,916.67       $117,845.00        $822,323.12       $7,220,239.78
     39     12/1/04           76.01%         $77,083.33     $6,320,833.33       $117,845.00        $709,960.27       $7,030,793.60
</Table>


                                       22
<PAGE>


The Termination Value of the Aircraft shall be set forth opposite the applicable
rent payment, plus accrued interest to such date.

CAPITALIZED LESSOR'S COST:                      $9,250,000.00

<Table>
<Caption>
                                                (1)             (2)                (3)              (4)              (2) + (4)
                            Termination       Ten Year                           Monthly        Present Value
   Payment  Monthly         Value as a      Straight-Line    Unamortized        Depreciation   of Depreciation       Termination
   Number   Period           % of Cost      Amotization        Balance           Benefits         Benefits              Value
<S>         <C>             <C>             <C>             <C>                 <C>            <C>                 <C>
     40      1/1/05           73.95%         $77,083.33     $6,243,750.00        $35,520.00        $596,848.34       $6,840,598.34
     41      2/1/05           72.78%         $77,083.33     $6,166,666.67        $35,520.00        $565,307.33       $6,731,973.99
     42      3/1/05           71.60%         $77,083.33     $6,089,583.33        $35,520.00        $533,556.04       $6,623,139.38
     43      4/1/05           70.42%         $77,083.33     $6,012,500.00        $35,520.00        $501,593.08       $6,514,093.08
     44      5/1/05           69.24%         $77,083.33     $5,935,416.67        $35,520.00        $469,417.04       $6,404,833.70
     45      6/1/05           68.06%         $77,083.33     $5,858,333.33        $35,520.00        $437,026.48       $6,295,359.82
     46      7/1/05           66.87%         $77,083.33     $5,781,250.00        $35,520.00        $404,419.99       $6,185,669.99
     47      8/1/05           65.68%         $77,083.33     $5,704,166.67        $35,520.00        $371,596.13       $6,075,762.79
     48      9/1/05           64.49%         $77,083.33     $5,627,083.33        $35,520.00        $338,553.44       $5,965,636.77
     49     10/1/05           63.30%         $77,083.33     $5,550,000.00        $35,520.00        $305,290.46       $5,855,290.46
     50     11/1/05           62.11%         $77,083.33     $5,472,916.67        $35,520.00        $271,805.73       $5,744,722.39
     51     12/1/05           60.91%         $77,083.33     $5,395,833.33        $35,520.00        $238,097.77       $5,633,931.10
     52      1/1/06           59.71%         $77,083.33     $5,318,750.00        $17,760.00        $204,165.08       $5,522,915.08
     53      2/1/06           58.70%         $77,083.33     $5,241,666.67        $17,760.00        $187,766.19       $5,429,432.85
     54      3/1/06           57.68%         $77,083.33     $5,164,583.33        $17,760.00        $171,257.96       $5,335,841.29
     55      4/1/06           56.67%         $77,083.33     $5,087,500.00        $17,760.00        $154,639.68       $5,242,139.68
     56      5/1/06           55.66%         $77,083.33     $5,010,416.67        $17,760.00        $137,910.61       $5,148,327.28
     57      6/1/06           54.64%         $77,083.33     $4,933,333.33        $17,760.00        $121,070.01       $5,054,403.35
     58      7/1/06           53.63%         $77,083.33     $4,856,250.00        $17,760.00        $104,117.15       $4,960,367.15
     59      8/1/06           52.61%         $77,083.33     $4,779,166.67        $17,760.00         $87,051.26       $4,866,217.93
     60      9/1/06           51.59%         $77,083.33     $4,702,083.33        $17,760.00         $69,871.60       $4,771,954.94
     61     10/1/06           50.57%         $77,083.33     $4,625,000.00        $17,760.00         $52,577.42       $4,677,577.42
     62     11/1/06           49.55%         $77,083.33     $4,547,916.67        $17,760.00         $35,167.93       $4,583,084.60
     63     12/1/06           48.52%         $77,083.33     $4,470,833.33        $17,760.00         $17,642.38       $4,488,475.72
     64      1/1/07           47.50%         $77,083.33     $4,393,750.00                                            $4,393,750.00
     65      2/1/07           46.67%         $77,083.33     $4,316,666.67                                            $4,316,666.67
     66      3/1/07           45.83%         $77,083.33     $4,239,583.33                                            $4,239,583.33
     67      4/1/07           45.00%         $77,083.33     $4,162,500.00                                            $4,162,500.00
     68      5/1/07           44.17%         $77,083.33     $4,085,416.67                                            $4,085,416.67
     69      6/1/07           43.33%         $77,083.33     $4,008,333.33                                            $4,008,333.33
     70      7/1/07           42.50%         $77,083.33     $3,931,250.00                                            $3,931,250.00
     71      8/1/07           41.67%         $77,083.33     $3,854,166.67                                            $3,854,166.67
     72      9/1/07           40.83%         $77,083.33     $3,777,083.33                                            $3,777,083.33
     73     10/1/07           40.00%         $77,083.33     $3,700,000.00                                            $3,700,000.00
     74     11/1/07           39.17%         $77,083.33     $3,622,916.67                                            $3,622,916.67
     75     12/1/07           38.33%         $77,083.33     $3,545,833.33                                            $3,545,833.33
     76      1/1/08           37.50%         $77,083.33     $3,468,750.00                                            $3,468,750.00
     77      2/1/08           36.67%         $77,083.33     $3,391,666.67                                            $3,391,666.67
     78      3/1/08           35.83%         $77,083.33     $3,314,583.33                                            $3,314,583.33
     79      4/1/08           35.00%         $77,083.33     $3,237,500.00                                            $3,237,500.00
     80      5/1/08           34.17%         $77,083.33     $3,160,416.67                                            $3,160,416.67
     81      6/1/08           33.33%         $77,083.33     $3,083,333.33                                            $3,083,333.33
</Table>


                                       23
<PAGE>

The Termination Value of the Aircraft shall be set forth opposite the applicable
rent payment, plus accrued interest to such date.

CAPITALIZED LESSOR'S COST:                      $9,250,000.00

<Table>
<Caption>
                                                (1)             (2)                (3)              (4)              (2) + (4)
                            Termination       Ten Year                           Monthly        Present Value
   Payment  Monthly         Value as a      Straight-Line    Unamortized        Depreciation   of Depreciation       Termination
   Number   Period           % of Cost      Amotization        Balance           Benefits         Benefits              Value
<S>         <C>             <C>             <C>             <C>                 <C>            <C>                 <C>
     82      7/1/08           32.50%         $77,083.33     $3,006,250.00                                            $3,006,250.00
     83      8/1/08           31.67%         $77,083.33     $2,929,166.67                                            $2,929,166.67
     84      9/1/08           30.83%         $77,083.33     $2,852,083.33                                            $2,852,083.33
     85     10/1/08           30.00%         $77,083.33     $2,775,000.00                                            $2,775,000.00
     86     11/1/08           29.17%         $77,083.33     $2,697,916.67                                            $2,697,916.67
     87     12/1/08           28.33%         $77,083.33     $2,620,833.33                                            $2,620,833.33
     88      1/1/09           27.50%         $77,083.33     $2,543,750.00                                            $2,543,750.00
     89      2/1/09           26.67%         $77,083.33     $2,466,666.67                                            $2,466,666.67
     90      3/1/09           25.83%         $77,083.33     $2,389,583.33                                            $2,389,583.33
     91      4/1/09           25.00%         $77,083.33     $2,312,500.00                                            $2,312,500.00
     92      5/1/09           24.17%         $77,083.33     $2,235,416.67                                            $2,235,416.67
     93      6/1/09           23.33%         $77,083.33     $2,158,333.33                                            $2,158,333.33
     94      7/1/09           22.50%         $77,083.33     $2,081,250.00                                            $2,081,250.00
     95      8/1/09           21.67%         $77,083.33     $2,004,166.67                                            $2,004,166.67
     96      9/1/09           20.83%         $77,083.33     $1,927,083.33                                            $1,927,083.33
     97     10/1/09           20.00%         $77,083.33     $1,850,000.00                                            $1,850,000.00
     98     11/1/09           19.17%         $77,083.33     $1,772,916.67                                            $1,772,916.67
     99     12/1/09           18.33%         $77,083.33     $1,695,833.33                                            $1,695,833.33
    100      1/1/10           17.50%         $77,083.33     $1,618,750.00                                            $1,618,750.00
    101      2/1/10           16.67%         $77,083.33     $1,541,666.67                                            $1,541,666.67
    102      3/1/10           15.83%         $77,083.33     $1,464,583.33                                            $1,464,583.33
    103      4/1/10           15.00%         $77,083.33     $1,387,500.00                                            $1,387,500.00
    104      5/1/10           14.17%         $77,083.33     $1,310,416.67                                            $1,310,416.67
    105      6/1/10           13.33%         $77,083.33     $1,233,333.33                                            $1,233,333.33
    106      7/1/10           12.50%         $77,083.33     $1,156,250.00                                            $1,156,250.00
    107      8/1/10           11.67%         $77,083.33     $1,079,166.67                                            $1,079,166.67
    108      9/1/10           10.83%         $77,083.33     $1,002,083.33                                            $1,002,083.33
    109     10/1/10           10.00%         $77,083.33       $925,000.00                                              $925,000.00
    110     11/1/10            9.17%         $77,083.33       $847,916.67                                              $847,916.67
    111     12/1/10            8.33%         $77,083.33       $770,833.33                                              $770,833.33
    112      1/1/11            7.50%         $77,083.33       $693,750.00                                              $693,750.00
    113      2/1/11            6.67%         $77,083.33       $616,666.67                                              $616,666.67
    114      3/1/11            5.83%         $77,083.33       $539,583.33                                              $539,583.33
    115      4/1/11            5.00%         $77,083.33       $462,500.00                                              $462,500.00
    116      5/1/11            4.17%         $77,083.33       $385,416.67                                              $385,416.67
    117      6/1/11            3.33%         $77,083.33       $308,333.33                                              $308,333.33
    118      7/1/11            2.50%         $77,083.33       $231,250.00                                              $231,250.00
    119      8/1/11            1.67%         $77,083.33       $154,166.67                                              $154,166.67
    120      9/1/11            0.83%         $77,083.33        $77,083.33                                               $77,083.33
</Table>


                                       24
<PAGE>

                                                                       EXHIBIT I

================================================================================
                                 $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...................................................36
SECTION 1.03.  Terms Generally..........................................................................36
SECTION 1.04.  Accounting Terms; GAAP...................................................................37

                                          ARTICLE 2 THE CREDITS


SECTION 2.01.  Commitments..............................................................................38
SECTION 2.02.  Loans and Borrowings.....................................................................38
SECTION 2.03.  Requests for Borrowings..................................................................39
SECTION 2.04.  Swingline Loans..........................................................................40
SECTION 2.05.  Letters of Credit........................................................................42
SECTION 2.06.  Funding of Borrowings....................................................................46
SECTION 2.07.  Interest Elections.......................................................................47
SECTION 2.08.  Termination and Reduction of Commitments.................................................48
SECTION 2.09.  Repayment of Loans; Evidence of Debt.....................................................51
SECTION 2.10.  Amortization of Term Loans and Incremental Term Loans....................................52
SECTION 2.11.  Prepayment of Loans......................................................................55
SECTION 2.12.  Fees.....................................................................................57
SECTION 2.13.  Interest.................................................................................58
SECTION 2.14.  Alternate Rate of Interest...............................................................59
SECTION 2.15.  Increased Costs..........................................................................60
SECTION 2.16.  Break Funding Payments...................................................................61
SECTION 2.17.  Taxes....................................................................................62
SECTION 2.18.  Payments Generally; Pro Rata Treatment; Sharing of Set-offs..............................63
SECTION 2.19.  Mitigation Obligations; Replacement of Lenders...........................................65
SECTION 2.20.  Additional Incremental Facilities and Commitments........................................66

                                ARTICLE 3 REPRESENTATIONS AND WARRANTIES


SECTION 3.01.  Organization; Powers.....................................................................67
SECTION 3.02.  Authorization; Enforceability............................................................67
SECTION 3.03.  Governmental Approvals; No Conflicts.....................................................68
SECTION 3.04.  Financial Condition; No Material Adverse Change..........................................68
SECTION 3.05.  Properties...............................................................................69
SECTION 3.06.  Litigation and Environmental Matters.....................................................69
SECTION 3.07.  Compliance with Laws and Agreements......................................................70
SECTION 3.08.  Investment and Holding Company Status....................................................70
</Table>




                                       i
<PAGE>


<Table>
<S>            <C>                                                                                    <C>
SECTION 3.09.  Taxes....................................................................................70
SECTION 3.10.  ERISA....................................................................................70
SECTION 3.11.  Disclosure...............................................................................71
SECTION 3.12.  Subsidiaries.............................................................................71
SECTION 3.13.  Insurance................................................................................71
SECTION 3.14.  Labor Matters............................................................................71
SECTION 3.15.  Solvency.................................................................................72
SECTION 3.16.  No Burdensome Restrictions...............................................................72
SECTION 3.17.  Representations in Loan Documents True and Correct.......................................72

                                          ARTICLE 4 CONDITIONS


SECTION 4.01.  Effective Date...........................................................................72
SECTION 4.02.  Each Credit Event........................................................................72
SECTION 4.03.  First Incremental Borrowing Date with Respect to the Incremental Facility................73

                                     ARTICLE 5 AFFIRMATIVE COVENANTS


SECTION 5.01.  Financial Statements and Other Information...............................................73
SECTION 5.02.  Notices of Material Events...............................................................76
SECTION 5.03.  Existence; Conduct of Business...........................................................77
SECTION 5.04.  Payment of Obligations...................................................................77
SECTION 5.05.  Maintenance of Properties................................................................77
SECTION 5.06.   Insurance...............................................................................77
SECTION 5.07.  Casualty and Condemnation................................................................77
SECTION 5.08.  Books and Records; Inspection and Audit Rights...........................................78
SECTION 5.09.  Compliance with Laws.....................................................................78
SECTION 5.10.  Use of Proceeds and Letters of Credit....................................................78
SECTION 5.11.A Initial Collateral Date..................................................................78
SECTION 5.11.B Collateral Event.........................................................................79
SECTION 5.12.  Information Regarding Collateral.........................................................81
SECTION 5.13.  Additional Subsidiaries..................................................................82
SECTION 5.14.  Further Assurances.......................................................................83
SECTION 5.15.  Concentration Accounts...................................................................84
SECTION 5.16.  Dissolution of CNG.......................................................................84
SECTION 5.17.  Sale of Solutions and ATL................................................................84
SECTION 5.18.  Qualifying Issuances.....................................................................84

                                      ARTICLE 6 NEGATIVE COVENANTS


SECTION 6.01.  Indebtedness; Certain Equity Securities..................................................85
SECTION 6.02.  Liens....................................................................................87
</Table>


                                       ii
<PAGE>

<Table>
<S>            <C>                                                                                    <C>
SECTION 6.03.  Fundamental Changes......................................................................89
SECTION 6.04.  Investments, Loans, Advances, Guarantees and Acquisitions................................89
SECTION 6.05.  Asset Sales..............................................................................92
SECTION 6.06.  Sale and Leaseback Transactions..........................................................93
SECTION 6.07.  Restricted Payments; Certain Payments of Indebtedness....................................94
SECTION 6.08.  Limitation on Capital Expenditures.......................................................95
SECTION 6.09.  Transactions with Affiliates.............................................................96
SECTION 6.10.  Restrictive Agreements...................................................................96
SECTION 6.11.  Fiscal Year..............................................................................97
SECTION 6.12.  Change in Business.......................................................................97
SECTION 6.13.  Amendment of Material Documents..........................................................97
SECTION 6.14.  Designation of Unrestricted Subsidiaries.................................................97
SECTION 6.15.  Total Net Debt to Contributed Capital Ratio..............................................98
SECTION 6.16.  Minimum EBITDA...........................................................................98
SECTION 6.17.  Total Leverage Ratio.....................................................................98
SECTION 6.18.  Senior Leverage Ratio....................................................................99
SECTION 6.19.  Interest Coverage Ratio..................................................................99
SECTION 6.20.  Financial Covenant Non-Compliance Cure...................................................99

                                       ARTICLE 7 EVENTS OF DEFAULT


SECTION 7.01.  Events of Default.......................................................................100

                                          ARTICLE 8 THE AGENTS


SECTION 8.01.  Appointment, Powers, Immunities.........................................................103
SECTION 8.02.  Reliance by Agents......................................................................104
SECTION 8.03.  Delegation to Sub-Agents................................................................104
SECTION 8.04.  Resignation of Agents...................................................................104
SECTION 8.05.  Non-reliance on Agents or other Lenders.................................................105
SECTION 8.06.  Syndication Agent, Incremental Facility Arrangers and Co-Documentation Agents...........105

                                      ARTICLE 9 HOLDINGS GUARANTEE


SECTION 9.01.  The Guarantee...........................................................................105
SECTION 9.02.  Guarantee Unconditional.................................................................106
SECTION 9.03.  Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances.............106
SECTION 9.04.  Waiver..................................................................................107
SECTION 9.05.  Subrogation.............................................................................107
</Table>


                                       iii
<PAGE>


<Table>
<S>            <C>                                                                                    <C>
SECTION 9.06.  Stay of Acceleration....................................................................107
SECTION 9.07.  Successors and Assigns..................................................................107

                                        ARTICLE 10 MISCELLANEOUS


SECTION 10.01.  Notices................................................................................108
SECTION 10.02.  Waivers; Amendments....................................................................108
SECTION 10.03.  Expenses; Indemnity; Damage Waiver.....................................................110
SECTION 10.04.  Successors and Assigns.................................................................111
SECTION 10.05.  Survival...............................................................................115
SECTION 10.06.  Counterparts; Integration; Effectiveness...............................................115
SECTION 10.07.  Severability...........................................................................116
SECTION 10.08.  Right of Setoff........................................................................116
SECTION 10.09.  Governing Law; Jurisdiction; Consent to Service of Process.............................116
SECTION 10.10.  WAIVER OF JURY TRIAL...................................................................117
SECTION 10.11.  Headings...............................................................................117
SECTION 10.12.  Confidentiality........................................................................117
SECTION 10.13.  Interest Rate Limitation...............................................................118
</Table>





                                       iv
<PAGE>



<Table>
<S>                  <C>
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
</Table>


                                        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;


                                       1
<PAGE>


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.

         "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


                                       2
<PAGE>


                 (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.

         "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.



                                       3
<PAGE>


         "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>


                                       4
<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.


                                       5
<PAGE>


         "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 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


                                       6
<PAGE>

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;

                   (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


                                       7
<PAGE>


         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:

         (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;


                                       8
<PAGE>


         (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.

         "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.


                                       9
<PAGE>


         "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.


                                       10
<PAGE>


         "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.

         "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


                                       11
<PAGE>


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.

         "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.


                                       12
<PAGE>


         "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:


                                       13
<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


                                       14
<PAGE>


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 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


                                       15
<PAGE>


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).

         "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


                                       16
<PAGE>


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
Schedule 2.01(b), or in the Assignment and Acceptance


                                       17
<PAGE>


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


                                       18
<PAGE>


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.

         "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


                                       19
<PAGE>


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 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.


                                       20
<PAGE>


         "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.


                                       21
<PAGE>


         "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
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.


                                       22
<PAGE>


         "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.

         "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.


                                       23
<PAGE>


         "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;

         (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


                                       24
<PAGE>


                  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


                                       25
<PAGE>


         (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

(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


                                       26
<PAGE>


         (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.

         "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.


                                       27
<PAGE>


         "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).

         "Register" has the meaning set forth in Section 10.04.


                                       28
<PAGE>


         "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


                                       29
<PAGE>

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.

         "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


                                       30
<PAGE>


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.

         "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


                                       31
<PAGE>


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.


                                       32
<PAGE>


         "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.

         "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


                                       33
<PAGE>


                  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

         (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


                                       34
<PAGE>


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.

         "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.


                                       35
<PAGE>


         "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
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


                                       36
<PAGE>

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.





                                       37
<PAGE>


                                    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.

         (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


                                       38
<PAGE>


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.

         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


                                       39
<PAGE>


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.


                                       40
<PAGE>


          (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, 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


                                       41
<PAGE>


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.

         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


                                       42
<PAGE>


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 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


                                       43
<PAGE>


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.

         (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.


                                       44
<PAGE>


         (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.

         (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


                                       45
<PAGE>


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 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,


                                       46
<PAGE>


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 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;


                                       47
<PAGE>


                  (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 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


                                       48
<PAGE>


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>

         (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


                                       49
<PAGE>


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 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


                                       50
<PAGE>


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 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.


                                       51
<PAGE>


         (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:


                                       52
<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%
</Table>


                                       53
<PAGE>


<Table>
<Caption>
                  Payment Date                                         Amount
                  ------------                                         ------
<S>                                                                    <C>
                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>

         (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



                                       54
<PAGE>

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 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


                                       55
<PAGE>


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 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


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<PAGE>


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 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


                                       57
<PAGE>


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.

         (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


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<PAGE>

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:

         (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


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<PAGE>


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.


                                       60
<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.


                                       61
<PAGE>


         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.

         (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


                                       62
<PAGE>

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 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


                                       63
<PAGE>


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 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


                                       64
<PAGE>


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.

         (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


                                       65
<PAGE>


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 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]


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<PAGE>


         (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,


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<PAGE>


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, 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


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<PAGE>


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.

         (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,


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<PAGE>


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.

         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


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<PAGE>


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.


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<PAGE>


         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 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.


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<PAGE>


         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.

         (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),


                                       73
<PAGE>


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 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


                                       74
<PAGE>


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;

         (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


                                       75
<PAGE>


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;

         (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


                                       76
<PAGE>


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


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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, 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;


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<PAGE>


                (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 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


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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


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<PAGE>


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 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,


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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.

         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


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<PAGE>


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 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.


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                                    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;

         (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;


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<PAGE>


         (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;

         (p) Indebtedness of the Borrower consisting of Qualifying Borrower
Indebtedness;

         (q) Permitted Specified Security Hedging Transactions;


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<PAGE>


         (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;


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<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,


                                       88
<PAGE>


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 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


                                       89
<PAGE>


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;

         (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;


                                       90
<PAGE>


         (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 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;


                                       91
<PAGE>


         (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 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


                                       92
<PAGE>


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;

         (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,


                                       93
<PAGE>


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 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


                                       94
<PAGE>


$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


                                       95
<PAGE>

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
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


                                       96
<PAGE>

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:

         (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


                                       97
<PAGE>

         (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>

         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>


                                       98
<PAGE>

         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.


                                       99
<PAGE>

         (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 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);


                                      100
<PAGE>

         (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);

         (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;


                                      101
<PAGE>

         (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 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


                                      102
<PAGE>

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 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.


                                      103
<PAGE>

         (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 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,


                                      104
<PAGE>

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.


                                      105
<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


                                      106
<PAGE>

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, 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.


                                      107
<PAGE>


                                   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);

         (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


                                      108
<PAGE>

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 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


                                      109
<PAGE>

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 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,


                                      110
<PAGE>

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.

         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


                                      111
<PAGE>

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 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


                                      112
<PAGE>

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


                                      113
<PAGE>

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.

         (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


                                      114
<PAGE>

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 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


                                      115
<PAGE>

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 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.


                                      116
<PAGE>

         (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 process, (d)
to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit,


                                      117
<PAGE>

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.


                                      118
<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


                                      119
<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


                                      120
<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


                                      121
<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:


                                      122
<PAGE>

                               BANK OF OKLAHOMA 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


                                      123
<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


                                      124
<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:


                                      125
<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>


                                      126

</TEXT>
</DOCUMENT>
