<DOCUMENT>
<TYPE>EX-10.(Q)
<SEQUENCE>8
<FILENAME>d93687ex10-q.txt
<DESCRIPTION>AMENDMENT AND CONSENT DATED 8/17/00
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(q)


                              AMENDMENT AND CONSENT


         AMENDMENT AND CONSENT dated as of August 17, 2000 ("Agreement") by the
undersigned persons (the "Parties").

                             PRELIMINARY STATEMENTS

         A. The Parties are parties to certain Operative Documents referred to
in the Amended and Restated Participation Agreement dated as of September 2,
1998 (the "Participation Agreement") among Williams Communications, Inc.
("WCI"), State Street Bank and Trust Company of Connecticut, National
Association, not in its individual capacity except as expressly set forth
therein, but solely as Trustee (the "Trustee"), the persons named therein as
note purchasers and their permitted successors and assigns (the "Note Holders"),
the persons named therein as certificate purchasers and their permitted
successors and assigns (the "Certificate Holders"), the persons named therein as
APA Purchasers and their permitted successors and assigns (the "APA
Purchasers"), State Street Bank and Trust Company ("State Street") not in its
individual capacity but solely as Collateral Agent (the "Collateral Agent"), and
Citibank, N.A., in its capacity as agent for the Note Holders and the
Certificate Holders (the "Agent").

         B. The Williams Companies, Inc. ("TWC"), successor in interest by
merger dated July 31, 1999 to Williams Holdings of Delaware, Inc., as Guarantor
under the Amended and Restated Guaranty Agreement dated as of September 2, 1998
(the "Guaranty"), has requested that the Guaranty be amended and restated in its
entirety as set forth herein.

         C. WCI, the Trustee, the Collateral Agent, the Agent and the Majority
Holders (as defined below) are willing to amend and restate the Guaranty in its
entirety, but only subject to the terms and conditions set forth in this
Agreement.

         D. The Parties, other than WCI and TWC, are willing to consent to the
amendment and restatement of the Guaranty requested by TWC, but only subject to
the terms and conditions set forth in this Agreement.

         NOW, THEREFORE, the Parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

         1.1 Defined Terms. As used in this Agreement, (i) terms defined in the
first paragraph, preliminary statements or other sections of this Agreement
shall have the meanings set forth therein, and (ii) capitalized terms used in
this Agreement and not otherwise defined herein shall have the meanings set
forth in Appendix A to the Participation Agreement and the other Operative
Documents referred to therein.


<PAGE>



                                   ARTICLE II

                              AMENDMENT AND CONSENT

         2.1 Amendment and Restatement of the Guaranty. Effective as set forth
in Section 4.3 hereof, the Guaranty is amended and restated to read in its
entirety in the form attached as Exhibit A hereto.

         2.2 Consent to Amendment and Restatement. Each of the Parties to this
Agreement, other than the APA Purchasers, hereby consents to the amendment and
restatement of the Guaranty set forth in Section 2.1 of this Agreement.



                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         3.1 Representations and Warranties of WCI. WCI represents and warrants
as follows:

                  (a) WCI is a corporation duly organized, validly existing and
         in good standing under the laws of the State of Delaware.

                  (b) The execution, delivery and performance by WCI of this
         Agreement is within its corporate power, has been duly authorized by
         all necessary corporate action, and does not contravene, constitute a
         default under or a breach of (i) the certificate of incorporation or
         by-laws of WCI or (ii) any contract, lease, indenture, agreement or
         instrument binding on WCI or its property or (iii) any Law binding on
         WCI or its property.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any Governmental Authority is required for
         the due execution, delivery and performance by WCI of this Agreement.

                  (d) This Agreement has been duly executed and delivered by
         WCI. This Agreement is the legal, valid and binding obligation of WCI
         enforceable against WCI, in accordance with its terms, subject to
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar Laws affecting the enforceability of creditors' rights
         generally and by general principles of equity.

                  (e) The representations and warranties of WCI contained in
         each of the Operative Documents are correct in all material respects on
         and as of the date hereof, as though made on and as of the date hereof.

                  (f) No event has occurred and is continuing which constitutes
         a Default as of the date hereof.



2

<PAGE>

         3.2 Representations and Warranties of TWC. TWC represents and warrants
as follows:

                  (a) TWC is a corporation duly organized, validly existing and
         in good standing under the laws of the State of Delaware.

                  (b) The execution, delivery and performance by TWC of this
         Agreement is within its corporate power, has been duly authorized by
         all necessary corporate action, and does not contravene, constitute a
         default under or a breach of (i) the certificate of incorporation or
         by-laws of TWC, (ii) any contract, lease, indenture, agreement or
         instrument binding on TWC or its property, or (iii) any Law binding on
         TWC or its property.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any Governmental Authority is required for
         the due execution, delivery and performance by TWC of this Agreement.

                  (d) This Agreement has been duly executed and delivered by
         TWC. This Agreement is the legal, valid and binding obligation of TWC,
         enforceable against TWC, in accordance with its terms, subject to
         applicable bankruptcy, insolvency, reorganization, moratorium or
         similar Laws affecting the enforceability of creditors' rights
         generally and by general principles of equity.

                  (e) The representations and warranties of TWC contained in
         each of the Operative Documents are correct in all material respects on
         and as of the date hereof, as though made on and as of the date hereof.

                  (f) No event has occurred and is continuing which constitutes
         a Default as of the date hereof.

                                   ARTICLE IV

                                  MISCELLANEOUS

         4.1 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

         4.2 Execution in Counterparts.This Agreement may be executed in any
number of counterparts and by any combination of the parties hereto in separate
counterparts, each of which counterparts shall be an original and all of which
taken together shall constitute one and the same instrument. Delivery of an
executed counterpart of a signature page to this Agreement by facsimile shall be
effective as delivery of a manually executed counterpart of this Agreement.

         4.3 Effectiveness of Amendment and Consent. Upon receipt by the Agent
of duly executed counterparts hereof signed by TWC, WCI, the Agent, CXC, the
SPV, the Majority Holders, the Majority Purchasers, the Trustee and the
Collateral Agent, this Agreement and the amendment and restatement of the
Guaranty contained herein shall be deemed effective as of July 25, 2000.



3
<PAGE>

         4.4 Expenses. This Agreement is subject to the expense reimbursement
provisions of Section 8.13 of the Participation Agreement.

         4.5 Effect on the Operative Documents. Upon execution and delivery of
this Agreement, (a) each reference in the Guaranty to "this Agreement", "this
Guaranty", "hereunder", "hereof", "herein", or words of like import shall mean
and be a reference to the Guaranty as amended and restated hereby, and (b) each
reference to the Guaranty in any Operative Document or Securitization Document
shall mean and be a reference to the Guaranty as amended and restated hereby.
Except as expressly modified hereby, all of the terms and conditions of the
Operative Documents and the Securitization Documents shall remain unaltered and
in full force and effect.

         4.6 Trustee. The undersigned Note Holders and Certificate Holders
hereby (a) direct the Trustee to give its consent to the actions contemplated
hereby by executing and delivering this Agreement, and (b) consent to the
execution and delivery by the Trustee of this Agreement.

         4.7 Consent. CXC and the Majority Purchasers (as defined in the APA)
hereby consent to the execution and delivery of this Agreement by the SPV, as
Note Holder, and hereby direct the SPV, as Note Holder, to enter into this
Agreement.

         4.8 Exculpation of the Trustee. Except for its own gross negligence and
willful misconduct and as otherwise expressly provided in the Operative
Documents, it is expressly understood and agreed by the parties hereto that (a)
this Agreement is executed and delivered by SSBTC, not in its individual
capacity but solely as Trustee under the Declaration of Trust, in the exercise
of the powers and authority conferred and vested in it as the Trustee, (b) each
of the undertakings and agreements herein made on the part of the Trustee is
made and intended not as a personal representation, undertaking and agreement by
SSBTC but is made and intended for the purpose for binding only the Trust Estate
created by the Declaration of Trust, (c) nothing herein contained shall be
construed as creating any liability on SSBTC, individually or personally, to
perform any obligation of the Trustee either expressed or implied contained
herein or in the Operative Documents, all such liability, if any, being
expressly waived by the parties to this Waiver and Consent and by any Person
lawfully claiming by, through or under the parties to this Waiver and Consent
and (d) under no circumstances shall SSBTC be personally liable for the payment
of any indebtedness or expenses of the Trustee or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Trustee under the Operative Documents.


                   Remainder of page intentionally left blank



4
<PAGE>

         Each of the undersigned has caused this Agreement to be executed by its
respective officer or officers thereunto duly authorized, as of the date first
written above.

                                             WILLIAMS COMMUNICATIONS, INC.


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


                                             THE WILLIAMS COMPANIES, INC.


                                             By:    /s/ James G. Ivey
                                                 -------------------------------
                                                 Name:  James G. Ivey
                                                 Title: Treasurer


                                             CITIBANK, N.A., as Agent


                                             By:    /s/ J. Christopher Lyons
                                                 -------------------------------
                                                 Name:  J. Christopher Lyons
                                                 Title: Attorney-In-Fact


                                             CITIBANK, N.A., as APA Purchaser


                                             By:    /s/ J. Christopher Lyons
                                                 -------------------------------
                                                 Name:  J. Christopher Lyons
                                                 Title: Attorney-In-Fact


                                             CXC INCORPORATED

                                             By: CITICORP NORTH AMERICA, INC.,
                                                 as attorney-in-fact


                                             By:    /s/ Signature not legible
                                                 -------------------------------
                                                 Name:
                                                 Title: V.P.



5

<PAGE>


                                 WC NETWORK FUNDING LLC, as Note Holder,

                                 By:  WC Network Holdings, Inc., its sole member


                                 By:    /s/ Dwight Jenkins
                                    --------------------------------------------
                                 Name:  Dwight Jenkins
                                 Title: Vice President


                                 STATE STREET BANK AND TRUST COMPANY, not in its
                                 individual capacity but solely as Trustee of
                                 the 1998 WCI Trust, as Trustee and Lessor


                                 By:    /s/ Earl W. Dennison, Jr.
                                    --------------------------------------------
                                 Name:  Earl W. Dennison, Jr.
                                 Title: Vice President


                                 STATE STREET BANK AND TRUST COMPANY, not in its
                                 individual capacity but solely as Collateral
                                 Agent


                                 By:    /s/ Earl W. Dennison, Jr.
                                    --------------------------------------------
                                 Name:  Earl W. Dennison, Jr.
                                 Title: Vice President


                                 BANK OF MONTREAL, as an APA Purchaser


                                 By:    /s/ Mary Lee Latta
                                    --------------------------------------------
                                 Name:  Mary Lee Latta
                                 Title: Director



6
<PAGE>



                                 ROYAL BANK OF CANADA, as an APA Purchaser


                                 By:    /s/ Andrew C. Williamson
                                    --------------------------------------------
                                 Name:  Andrew C. Williamson
                                 Title: Vice President


                                 THE BANK OF NOVIA SCOTIA, as an APA Purchaser


                                 By:    /s/ F.C.S. Ashby
                                    --------------------------------------------
                                 Name:  F.C.S. Ashby
                                 Title: Manager Loan Operations


                                 BANK OF AMERICA, N.A., formerly BANK OF AMERICA
                                 NATIONAL TRUST AND SAVINGS
                                 ASSOCIATION/NATIONSBANK, as an APA Purchaser


                                 By:    /s/ Claire Liu
                                    --------------------------------------------
                                 Name:  Claire M. Liu
                                 Title: Managing Director


                                 THE CHASE MANHATTAN BANK, as an APA Purchaser


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



7
<PAGE>


                                 TORONTO DOMINION (TEXAS), INC., as an APA
                                 Purchaser


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


                                 ABN AMRO BANK N.V., as an APA Purchaser


                                 By:    /s/ David C. Carrington
                                    --------------------------------------------
                                 Name:  David C. Carrington
                                 Title: Group Vice President

                                 By:    /s/ Shilpa Parandekar
                                    --------------------------------------------
                                 Name:  Shilpa Parandekar
                                 Title: Corporate Banking Officer


                                 FLEET NATIONAL BANK (formerly BANKBOSTON,
                                 N.A)., as an APA Purchaser

                                 By:    /s/ Kristine A. Kasselman
                                    --------------------------------------------
                                 Name:  Kristine A. Kasselman
                                 Title: Managing Director


                                 COMMERZBANK AG, as an APA Purchaser


                                 By:    /s/ Harry P. Yergey
                                    --------------------------------------------
                                 Name:  Harry P. Yergey
                                 Title: SVP & Manager

                                 By:    /s/ Brian J. Campbell
                                    --------------------------------------------
                                 Name:  Brian J. Campbell
                                 Title: Vice President



8
<PAGE>



                                 CREDIT AGRICOLE INDOSUEZ, as an APA Purchaser


                                 By:    /s/ Brian Knezeak
                                    --------------------------------------------
                                 Name:  Brian Knezeak
                                 Title: FVP, Manager

                                 By:    /s/ Patrick Cocquerel
                                    --------------------------------------------
                                 Name:  Patrick Cocquerel
                                 Title: FVP, Managing Director


                                 BARCLAYS BANK PLC., as an APA Purchaser


                                 By:    /s/ Nicholas A. Bell
                                    --------------------------------------------
                                 Name:  Nicholas A. Bell
                                 Title: Director, Loan Transaction Management


                                 CIBC INC., as an APA Purchaser


                                 By:    /s/ M. Beth Miller
                                    --------------------------------------------
                                 Name:  M. Beth Miller
                                 Title: Authorized Signatory


                                 THE BANK OF NEW YORK, as an APA Purchaser


                                 By:    /s/ Raymond J. Palmer
                                    --------------------------------------------
                                 Name:  Raymond J. Palmer
                                 Title: Vice President



                                 FBTC LEASING CORP., as a Certificate Holder


                                 By:    /s/ Masatoshi Kaishita
                                    --------------------------------------------
                                 Name:  Masatoshi Kaishita
                                 Title: Treasurer



9
<PAGE>


                                 BNP PARIBAS, as an APA Purchaser


                                 By:    /s/ Serge Desrayaud
                                    --------------------------------------------
                                 Name:  Serge Desrayaud
                                 Title: Head of Media & Telecom. Asset
                                        Management

                                 By:    /s/ Gregg W. Bonardi
                                    --------------------------------------------
                                 Name:  Gregg W. Bonardi
                                 Title: Vice President


                                 SCOTIABANC INC., as a Certificate Holder


                                 By:    /s/ William E. Zarrett
                                    --------------------------------------------
                                 Name:  William E. Zarrett
                                 Title: Managing Director



10

<PAGE>

                                    Exhibit A

                  Form of Second Amended and Restated Guaranty

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


                           SECOND AMENDED AND RESTATED
                               GUARANTY AGREEMENT

                           dated as of August 17, 2000

                                     between

                          THE WILLIAMS COMPANIES, INC.

                                       and

                       STATE STREET BANK AND TRUST COMPANY
                      OF CONNECTICUT, NATIONAL ASSOCIATION,
                 in its individual capacity as its interests may
                appear in the Operative Documents, but otherwise
                         not in its individual capacity
                              but solely as Trustee

                                       and

                      STATE STREET BANK AND TRUST COMPANY,
                         not in its individual capacity,
                         but solely as Collateral Agent

                                       and

                                 CITIBANK, N.A.,
                                    as Agent,

                                       and

                                 CITIBANK, N.A.,
                                  as APA Agent

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


<PAGE>



                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                     <C>
ARTICLE I  DEFINITIONS; RULES OF CONSTRUCTION............................................................2
         Section 1.01  Definitions.......................................................................2
         Section 1.02  Computation of Time Periods.......................................................9
         Section 1.03  Accounting Terms..................................................................9
         Section 1.04  Use of Certain Terms.............................................................10
         Section 1.05  Headings and References..........................................................10
ARTICLE II  GUARANTY AND PAYMENT........................................................................10
         Section 2.01  Guaranty.........................................................................10
ARTICLE III  REPRESENTATIONS AND WARRANTIES.............................................................12
         Section 3.01  Representations and Warranties of the Guarantor..................................12
         Section 3.02  Satisfaction of Conditions Under Participation Agreement.........................14
ARTICLE IV  COVENANTS OF THE GUARANTOR..................................................................15
         Section 4.01  Affirmative Covenants............................................................15
         Section 4.02  Negative Covenants...............................................................18
ARTICLE V  REMEDIES.....................................................................................21
         Section 5.01  Remedies.........................................................................21
ARTICLE VI  NATURE OF AGREEMENT.........................................................................21
         Section 6.01  Nature of Guaranty...............................................................21
         Section 6.02  Survival.........................................................................21
         Section 6.03  Waivers..........................................................................21
         Section 6.04  The Guarantor's Obligations Unconditional........................................22
ARTICLE VII  BANKRUPTCY.................................................................................24
         Section 7.01  No Subrogation...................................................................24
         Section 7.02  Reinstatement....................................................................25
         Section 7.03  Non-Discharged Obligations.......................................................25
ARTICLE VIII  MISCELLANEOUS.............................................................................26
         Section 8.01  Notices..........................................................................26
         Section 8.02  Immunity.........................................................................26
         Section 8.03  Non-Exclusive Remedies...........................................................26
         Section 8.04  Amendments and Waivers...........................................................26
         Section 8.05  Severability.....................................................................26
         Section 8.06  Further Assurances...............................................................27
         Section 8.07  Governing Law and Submission to Jurisdiction.....................................27
         Section 8.08  Time.............................................................................27
         Section 8.09  Benefit..........................................................................27
         Section 8.10  Entire Agreement.................................................................28
         Section 8.11  Counterparts.....................................................................28
</Table>


                                       i
<PAGE>

<Table>
<Caption>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                     <C>

         Section 8.12  Reliance.........................................................................28
         Section 8.13  Survival of Indemnities..........................................................28
         Section 8.14  APA............................................................................. 28
</Table>

Schedule I        Permitted Liens
Exhibit A         Existing Loans and Investments of WCG Subsidiaries



                                       ii
<PAGE>


                 SECOND AMENDED AND RESTATED GUARANTY AGREEMENT


                  SECOND AMENDED AND RESTATED GUARANTY AGREEMENT, dated as of
August 17, 2000 by and between The Williams Companies, Inc., a Delaware
corporation, successor in interest by merger dated July 31, 1999 to Williams
Holdings of Delaware, Inc. (the "Guarantor"), State Street Bank and Trust
Company of Connecticut, National Association, a national banking association, in
its individual capacity as its interests may appear in the Operative Documents
(as defined below), but otherwise not in its individual capacity but solely as
Trustee (the "Trustee"), State Street Bank and Trust Company, not in its
individual capacity, but solely as collateral agent for the Purchasers (as
defined below) (the "Collateral Agent"), and Citibank, N.A., a national banking
association as agent for the Purchasers (the "Agent"), and Citibank, N.A., a
national banking association as agent for CXC (as defined below) and the APA
Purchasers (as defined below) (the "APA Agent").


                              Preliminary Statement


                  A. On the Original Initial Funding Date, as contemplated by
the Original Participation Agreement, the Guarantor executed a Guaranty in favor
of the Trustee, the Collateral Agent and the Agent for their benefit and for the
benefit of the Original Note Holders and Original Certificate Holders (the
"Original Guaranty"). In connection with amending and restating the May
Participation Agreement (as defined below), the Guarantor amended and restated
the Original Guaranty.

                  B. On the Initial Funding Date, as contemplated in the
Participation Agreement, the Guarantor executed the Amended and Restated
Guaranty Agreement (the "Amended Guaranty") as an inducement for (i) the
Trustee, the Collateral Agent and the Agent to enter into the transactions
contemplated by the Operative Documents, (ii) the Note Holders to purchase the
Interim Notes, (iii) the Certificate Holders to make Investments, (iv) CXC to
make CXC Advances to the SPV under the Finance Facility and (v) CXC, the SPV,
the APA Agent, the APA Purchasers and CNAI and Citicorp North America, Inc., as
agent for CXC and the APA Purchasers with respect to the Residual Credit
Enhancement (as defined in the APA) to enter into the APA, all of which the
Trustee, the Collateral Agent, the Agent, the Note Holders, the Certificate
Holders, the APA Agent, CXC and the APA Purchasers would have been unwilling to
do if the Guarantor did not execute and deliver the Amended Guaranty.

                  C. The Guarantor intends this Guaranty to amend and restate
the Amended Guaranty to reflect certain terms set forth in the Credit Agreement
(as defined below).

                  In consideration of the mutual covenants and agreements set
forth herein and intending to be legally bound by this Agreement, the Guarantor,
the Trustee, the Collateral Agent, the Agent and the APA Agent hereby agree as
follows:


<PAGE>
                                    ARTICLE I

                       DEFINITIONS; RULES OF CONSTRUCTION


                  Section 1.01 Definitions. As used in this Agreement, terms
defined in the preceding paragraphs or in other sections of this Agreement shall
have the meanings specified therein, the terms defined in Appendix A to the
Participation Agreement (as defined below), and not otherwise defined herein,
shall have the meanings set forth therein, and the following terms shall have
the meanings set forth below:

                  "Agreement" means this Second Amended and Restated Guaranty
Agreement.

                  "American Soda" means American Soda, L.L.P., a Colorado
limited liability partnership.

                  "Bank" means the lenders listed on the signature pages of the
Credit Agreement and each other Person that becomes a Bank pursuant to the last
sentence of Section 8.06(a) of the Credit Agreement.

                  "Cash Holdings" of any Person means the total investment of
such Person at the time of determination in:

                  (a) demand deposits and time deposits maturing within one year
         with a Bank (or other commercial banking institution of the stature
         referred to in clause (d)(i));

                  (b) any note or other evidence of indebtedness, maturing not
         more than one year after such time, issued or guaranteed by the United
         States Government or by a government of another country which carries a
         long-term rating of Aaa by Moody's or AAA by S&P;

                  (c) commercial paper maturing not more than nine months from
         the date of issue, which is issued by:

                           (i) a corporation (other than an affiliate of the
                  Guarantor) rated (x) A-1 by S&P, P-1 by Moody's or F-1 by
                  Fitch or (y) lower than set forth in clause (x) above,
                  provided that the value of all such commercial paper shall not
                  exceed 10% of the total value of all commercial paper
                  comprising "Cash Holdings;" or

                           (ii) any Bank (or its holding company) with a rating
                  on its long-term unsecured debt of at least AA by S&P or Aa by
                  Moody's;

                  (d) any certificate of deposit or bankers acceptance, maturing
         not more than three years after such time, which is issued by either:



                                       2
<PAGE>

                           (i) a commercial banking institution that is a member
                  of the Federal Reserve System and has a combined capital and
                  surplus and undivided profits of not less than $1,000,000,000;
                  or

                           (ii) any Bank with a rating on its long-term
                  unsecured debt of at least AA by S&P or Aa by Moody's;

                  (e) notes or other evidences of indebtedness, maturing not
         more than three years after such time, issued by:

                           (i) a corporation (other than an affiliate of the
                  Guarantor) rated AA by S&P or Aa by Moody's; or

                           (ii) any Bank (or its holding company) with a rating
                  on its long-term unsecured debt of at least AA by S&P or Aa by
                  Moody's;

                  (f) any repurchase agreement entered into with any Bank (or
         other commercial banking institution of the stature referred to in
         clause (d)(i)) which:

                           (i) is secured by a fully perfected security interest
                  in any obligation of the type described in any of clauses (a)
                  through (d); and

                          (ii) has a market value at the time such repurchase
                  agreement is entered into of not less than 100% of the
                  repurchase obligation of such Bank (or other commercial
                  banking institution) thereunder; and

                  (g) money market preferred instruments by participation in a
         Dutch auction (or the equivalent) where the investment is rated no
         lower than Aa by Moody's or AA by S&P.

                  "Consolidated" refers to the consolidation of the accounts of
any Person and its Subsidiaries in accordance with GAAP; provided that, unless
otherwise provided, in the case of the Guarantor, "Consolidated" shall mean the
consolidation of the accounts of the Guarantor and its Subsidiaries and shall
not include any accounts of the WCG Subsidiaries; provided that for purposes of
the Consolidated financial statements required to be delivered pursuant to
Sections 3.01(e), 4.01(b)(ii) and 4.01(b)(iii) and where otherwise provided, the
consolidation of the accounts of the Guarantor and its Subsidiaries shall
include the WCG Subsidiaries.

                  "Consolidated Net Worth" of any Person means the Net Worth of
such Person and its Subsidiaries on a Consolidated basis plus, in the case of
the Guarantor, the Designated Minority Interests to the extent not otherwise
included; provided that, in no event shall the value ascribed to Designated
Minority Interests exceed $136,892,000 in the aggregate.

                  "Consolidating" refers to, with respect to the balance sheets
and statements of income and cash flows required by Sections 3.01(e),
4.01(b)(ii) and 4.01(b)(iii), the consolidation of the accounts of the Guarantor
and its Subsidiaries in accordance with the following format: (i) the WCG
Subsidiaries, (ii) the Guarantor and its Subsidiaries (which term does not
include the WCG Subsidiaries), (iii) consolidation



                                       3
<PAGE>

adjustments, and (iv) Consolidated financial statements of the Guarantor and
each Subsidiary of the Guarantor, including the WCG Subsidiaries.

                  "Credit Agreement" means the Credit Agreement dated as of July
25, 2000 among The Williams Companies, Inc., Northwest Pipeline Corporation,
Transcontinental Gas Pipe Line Corporation, Texas Gas Transmission Corporation,
as Borrowers, the Banks named therein, as Banks, and Citibank, N.A., as Agent,
as in effect on the date of this Agreement.

                  "Debt" means, in the case of any Person, (i) indebtedness of
such Person for borrowed money, (ii) obligations of such Person evidenced by
bonds, debentures or notes, (iii) obligations of such Person to pay the deferred
purchase price of property or services (other than trade payables not overdue by
more than 60 days incurred in the ordinary course of business), (iv) monetary
obligations of such Person as lessee under leases that are, in accordance with
GAAP, recorded as capital leases, (v) obligations of such Person under
guaranties in respect of, and obligations (contingent or otherwise) to purchase
or otherwise acquire, or otherwise to assure a creditor against loss in respect
of, indebtedness or obligations of others of the kinds referred to in clauses
(i) through (iv) of this definition, and (vi) indebtedness or obligations of
others of the kinds referred to in clauses (i) through (v) of this definition
secured by any Lien on or in respect of any property of such Person; provided,
however, that Debt shall not include any obligation under or resulting from any
agreement referred to in paragraph (y) of Schedule I or resulting from any sale
and leaseback referred to in paragraph (aa) of Schedule I; and provided further,
it is the understanding of the parties hereto that Debt shall not include any
monetary obligations of Persons as lessee under leases that are in accordance
with GAAP, recorded as operating leases.

                  "Designated Minority Interests" of the Guarantor means, as of
any date of determination, the total of the minority interests in the following
Subsidiaries of the Guarantor: (i) El Furrial, (ii) PIGAP II, (iii) Nebraska
Energy, (iv) Seminole, (v) American Soda, and (vi) other Subsidiaries of the
Guarantor, as presented in its Consolidating balance sheet, in an amount not to
exceed in the aggregate $9,000,000 for such other Subsidiaries not referred to
in clauses (i) through (v); provided that minority interests which provide for a
stated preferred cumulative return shall not be included in "Designated Minority
Interests."

                  "EDGAR" means "Electronic Data Gathering, Analysis and
Retrieval" system, a database maintained by the Securities and Exchange
Commission containing electronic filings of issues of certain securities.

                  "El Furrial" means WilPro Energy Services (El Furrial)
Limited, a Cayman Islands corporation.

                  "Environmental Protection Statutes" means any United States
local, state of federal or any foreign Law or agreement arising from or in
connection with or relating to the protection or regulation of the environment
(as defined in 42 U.S.C. Section 9601(8) as of the date of the Credit
Agreement), including, those Laws or agreements relating to the disposal,
cleanup, production, storing, refining, handling, transferring, processing or
transporting of Hazardous Waste, Hazardous Substances or any pollutant or
contaminant, wherever located.

                  "Fitch" means Fitch, Inc.



                                       4
<PAGE>

                  "Guaranteed Instruments" means:

                  (i) If the Lessee shall have delivered an Offer to Purchase
         pursuant to the Lease or the Lessor shall have delivered a Termination
         Notice pursuant to the Lease, then the "Guaranteed Instruments" shall
         be all the Instruments;

                 (ii) If the Lessee has not delivered an Offer to Purchase and
         the Lessor has not delivered a Termination Notice, then (A) if no Event
         of Default has occurred and is continuing at such time, the "Guaranteed
         Instruments" shall be the A-Notes and B-Notes, to the extent of the
         Residual Value Amount; (B) if an Event of Default under Section 6.01(p)
         or 6.01(q)(i) of the Participation Agreement has occurred and is
         continuing at such time, the "Guaranteed Instruments" shall be the
         A-Notes and B-Notes, to the extent of the Residual Value Amount; (C) on
         or after the Completion Date, if an Event of Default (other than under
         Section 6.01(p) or 6.01(q)(i) of the Participation Agreement or an
         Event of Default relating to fraud, misapplication of funds, illegal
         acts, or willful misconduct on the part of the Lessee) has occurred and
         is continuing at such time, the "Guaranteed Instruments" shall be the
         A-Notes and B-Notes; (D) prior to the Completion Date, if an Event of
         Default (other than under Section 6.01(g) or 6.01(h) of the
         Participation Agreement or an Event of Default relating to fraud,
         misapplication of funds, illegal acts, or willful misconduct on the
         part of the Lessee) has occurred and is continuing at such time, the
         "Guaranteed Instruments" shall be the A-Notes and B-Notes, to the
         extent of the Residual Value Amount; and (E) prior to the Completion
         Date, if an Event of Default under Section 6.01(g) or 6.01(h) of the
         Participation Agreement has occurred and is continuing at such time, or
         to the extent of any claims brought by the Lessor relating to fraud,
         misapplication of funds, illegal acts, or willful misconduct on the
         part of the Lessee, the "Guaranteed Instruments" shall be the A-Notes
         and the B-Notes.

                  "Guaranteed Obligations" means, collectively the obligations
described in clauses (i) through (v) of Section 2.01(a), in each case, whether
arising under the Operative Documents referred to in the May Participation
Agreement or under the Operative Documents referred to in the Participation
Agreement.

                  "Guaranteed Parties" means each of the Agent, the Trustee, the
Collateral Agent, the APA Agent, the Purchasers, the APA Purchasers, CXC and
CXC's Credit Enhancer.

                  "Guaranty Default" means any one or more of the following
events or conditions occurs or exists:

                  (a) the Guarantor shall fail to pay, satisfy and perform the
         Guaranteed Obligations pursuant to Section 2.01 (after the passage of
         any applicable grace or cure period with respect thereto under the
         Operative Documents); or

                  (b) any certification, representation or warranty made by the
         Guarantor herein or by the Guarantor (or any officer of the Guarantor)
         in writing under or in connection with this Agreement or under any
         other Operative Document (including, without limitation,
         representations and warranties made or



                                       5
<PAGE>

         deemed made pursuant to Section 3.01 or 3.02) shall prove to have been
         incorrect in any material respect when made or deemed made; or

                  (c) the Guarantor shall fail to perform or observe (i) any
         term, covenant or agreement contained in Section 4.01(b) on its part to
         be performed or observed and such failure shall continue for ten
         Business Days after the earlier of the date notice thereof shall have
         been given to the Guarantor by the Agent or any Bank or the date the
         Guarantor shall have knowledge of such failure, or (ii) any term,
         covenant or agreement contained in this Agreement (other than a term,
         covenant or agreement contained in Section 4.01(b) or 2.01) or in any
         other Operative Document or on its part to be performed or observed and
         such failure shall continue for five Business Days after the earlier of
         the date notice thereof shall have been given to the Guarantor by the
         Agent or any Purchaser or the date the Guarantor shall have knowledge
         of such failure; or

                  (d) the Guarantor or any Subsidiary of the Guarantor shall
         fail to pay any principal of or premium or interest on any Debt which
         is outstanding in a principal amount of at least $60,000,000 in the
         aggregate of the Guarantor or such Subsidiary (as the case may be),
         when the same becomes due and payable (whether by scheduled maturity,
         required prepayment, acceleration, demand or otherwise), and such
         failure shall continue after the applicable grace period, if any,
         specified in the agreement or instrument relating to such Debt; or any
         other event shall occur or condition shall exist under any agreement or
         instrument relating to any such Debt and shall continue after the
         applicable grace period, if any, specified in such agreement or
         instrument, if the effect of such event or condition is to accelerate,
         or to permit the acceleration of, the maturity of such Debt; or any
         such Debt shall be declared to be due and payable, or required to be
         prepaid (other than by a regularly scheduled required prepayment or as
         required pursuant to an illegality event of the type set forth in
         Section 2.12 of the Credit Agreement), prior to the stated maturity
         thereof; provided, however, that the provisions of this subsection (d)
         shall not apply to any Non-Recourse Debt of any Non-Borrowing
         Subsidiary (as defined in the Credit Agreement) of the Guarantor under
         the Credit Agreement; or

                  (e) the Guarantor or any Material Subsidiary of the Guarantor
         shall generally not pay its debts as such debts become due, or shall
         admit in writing its inability to pay its debts generally, or shall
         make a general assignment for the benefit of creditors; or any
         proceeding shall be instituted by or against the Guarantor or any
         Material Subsidiary of the Guarantor seeking to adjudicate it a
         bankrupt or insolvent, or seeking liquidation, winding up,
         reorganization, arrangement, adjustment, protection, relief, or
         composition of it or its debts under any law relating to bankruptcy,
         insolvency or reorganization or relief of debtors, or seeking the entry
         of an order for relief or the appointment of a receiver, trustee, or
         other similar official for it or for any substantial part of its
         property and, in the case of any such proceeding instituted against it
         (but not instituted by it), shall remain undismissed or unstayed for a
         period of 60 days; or the Guarantor or any



                                       6
<PAGE>

         Material Subsidiary of the Guarantor shall take any action to authorize
         any of the actions set forth above in this subsection (e); or

                  (f) any judgment or order for the payment of money in excess
         of $60,000,000 shall be rendered against the Guarantor or any Material
         Subsidiary of the Guarantor and remain unsatisfied and either (i)
         enforcement proceedings shall have been commenced by any creditor upon
         such judgment or order or (ii) there shall be any period of 30
         consecutive days during which a stay of enforcement of such judgment or
         order, by reason of a pending appeal or otherwise, shall not be in
         effect; or

                  (g) any Termination Event with respect to a Plan shall have
         occurred and, 30 days after notice thereof shall have been given to the
         Guarantor by the Agent, (i) such Termination Event shall still exist
         and (ii) the sum (determined as of the date of occurrence of such
         Termination Event) of the Insufficiency of such Plan and the
         Insufficiency of any and all other Plans with respect to which a
         Termination Event shall have occurred and then exist (or in the case of
         a Plan with respect to which a Termination Event described in clause
         (ii) of the definition of Termination Event shall have occurred and
         then exist, the liability related thereto) is equal to or greater than
         $75,000,000; or

                  (h) the Guarantor or any ERISA Affiliate of the Guarantor
         shall have been notified by the sponsor of a Multiemployer Plan that it
         has incurred Withdrawal Liability to such Multiemployer Plan in an
         amount which, when aggregated with all other amounts required to be
         paid to Multiemployer Plans in connection with Withdrawal Liabilities
         (determined as of the date of such notification), exceeds $75,000,000
         in the aggregate or requires payments exceeding $50,000,000 per annum;
         or

                  (i) the Guarantor or any ERISA Affiliate of the Guarantor
         shall have been notified by the sponsor of a Multiemployer Plan that
         such Multiemployer Plan is in reorganization or is being terminated,
         within the meaning of Title IV of ERISA, if as a result of such
         reorganization or termination the aggregate annual contributions of the
         Guarantor and its ERISA Affiliates to all Multiemployer Plans which are
         then in reorganization or being terminated have been or will be
         increased over the amounts contributed to such Multiemployer Plans for
         the respective plan years which include the date hereof by an amount
         exceeding $75,000,000;

                  (j) any Event of Default under the Credit Agreement occurs and
         is continuing.

                  "Hazardous Substance" has the meaning set forth in 42 U.S.C.
Section 9601(14) and shall also include each other substance considered to be a
hazardous substance under any Environmental Protection Statute.



                                       7
<PAGE>

                  "Hazardous Waste" has the meaning set forth in 42
U.S.C. Section 6903(5) and shall also include each other substance considered to
be a hazardous waste under any Environmental Protection Statute (including 40
C.F.R. Section 261.3)

                  "Material Subsidiary" means, with respect to the Guarantor,
each Relevant Subsidiary and each "significant subsidiary" of the Guarantor (or
its Subsidiaries) as such term is defined in Rule 405 under the Securities Act,
excluding the WCG Subsidiaries.

                  "May Participation Agreement" means the Participation
Agreement dated as of May 6, 1998, as amended, among Williams Communications,
Inc., the Trustee, Citibank N.A. as the Agent and the Collateral Agent, and the
financial institutions named therein as Purchasers, as it may be amended,
modified, restated or supplemented from time to time in accordance with the
terms thereof.

                  "Nebraska Energy" means Nebraska Energy, L.L.C., a Kansas
limited liability company.

                  "Net Debt" means for any Person, as of any date of
determination, the excess of (x) the aggregate amount of all Debt of such Person
and its Subsidiaries on a Consolidated basis, excluding Non-Recourse Debt, over
(y) the sum of the Cash Holdings of such Person and its Subsidiaries on a
Consolidated basis.

                  "Net Worth" of any Person means, as of any date of
determination, the excess of total assets of such Person over total liabilities
of such Person, total assets and total liabilities each to be determined in
accordance with GAAP.

                  "Non-Recourse Debt" means Debt incurred by any non-material,
Non-Borrowing Subsidiary (as defined in the Credit Agreement) to finance the
acquisition (other than any acquisition from the Guarantor or any Subsidiary) or
construction of a project, which Debt does not permit or provide for recourse
against the Guarantor or any Subsidiary of the Guarantor (other than the
Subsidiary that is to acquire or construct such project) or any property or
asset of the Guarantor or any Subsidiary of the Guarantor (other than property
or assets of the Subsidiary that is to acquire or construct such project). For
purposes of this definition, a "non-material Subsidiary" shall mean any
Subsidiary of the Guarantor which, as of the date of the most recent
Consolidating balance sheet of the Guarantor delivered pursuant to Section 4.01
as described in clause (ii) of the definition of "Consolidating," has total
assets which account for less than five percent (5%) of the total assets of the
Guarantor and its Subsidiaries, as shown in the column described in clause (ii)
of the definition of "Consolidating" of such Consolidating balance sheet;
provided that, the total aggregate assets of non-material Subsidiaries shall not
comprise at any time more than ten percent (10%) of the total assets of the
Guarantor and its Subsidiaries, as shown in such column of such Consolidating
balance sheet.

                  "Participation Agreement" means the Amended and Restated
Participation Agreement dated as of the date hereof among the Company, the
Trustee, the Persons named therein as Note Holders, Certificate Holders and APA
Purchasers, the Collateral Agent and the Agent.

                  "Permitted Liens" means, with respect to the Guarantor or any
Subsidiary of the Guarantor, Liens specifically described on Schedule I.

                  "PIGAP II" means WilPro Energy Services (PIGAP II) Limited, a
Cayman Islands corporation.



                                       8
<PAGE>

                  "Public Filings" means the Guarantor's Annual Report on Form
10-K/A for the year ended December 31, 1999 and Quarterly Report on Form 10-Q
for the quarter ended March 31, 2000.

                  "Related Party" of any Person means any corporation,
partnership, joint venture or other entity of which more than 10% of the
outstanding capital stock or other equity interests having ordinary voting power
to elect a majority of the board of directors of such corporation, partnership,
joint venture or other entity or others performing similar functions
(irrespective or whether or not at the time capital stock or other equity
interests of any other class of classes of such corporation, partnership, joint
venture or other entity shall or might have voting power upon the occurrence of
any contingency) is at the time directly or indirectly owned by such Person or
which owns at the time directly or indirectly more than 10% of the outstanding
capital stock or other equity interests having ordinary voting power to elect a
majority of the board of directors of such Person or others performing similar
functions (irrespective or whether or not at the time capital stock or other
equity interests of any other class or classes of such corporation, partnership,
joint venture or other entity shall or might have voting power upon the
occurrence of any contingency); provided, however, that neither TWC nor any
Subsidiary of TWC shall be considered to be a Related Party of TWC or any
Subsidiary of TWC.

                  "Seminole" means Seminole Pipeline Company, a Delaware
corporation.

                  "Subsidiary" of any Person means any corporation, partnership,
joint venture or other entity of which more than 50% of the outstanding capital
stock or other equity interests having ordinary voting power to elect a majority
of the board of directors of such corporation, partnership, joint venture or
other entity or others performing similar functions (irrespective of whether or
not at the time capital stock or other equity interests of any other class or
classes of such corporation, partnership, joint venture or other entity shall or
might have voting power upon the occurrence of any contingency) is at the time
directly or indirectly owned by such Person. Notwithstanding the above, in the
case of the Guarantor, "Subsidiary" shall not include the WCG Subsidiaries,
except that with respect to the Consolidated balance sheet and related
Consolidated statements of income and cash flows for TWC referred to in Section
3.01(e), 4.01(b)(ii) and 4.01(b)(iii) and as otherwise specifically provided
herein the term "Subsidiary" used with respect to the Guarantor shall include
the WCG Subsidiaries.

                  "TWC" means The Williams Companies, Inc., a Delaware
corporation.

                  "WCG" means Williams Communications Group, Inc., a Delaware
corporation.

                  "WCG Subsidiaries" means, collectively, WCG and any direct or
indirect Subsidiary of WCG.

                  Section 1.02 Computation of Time Periods. In this Agreement in
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
means "to but excluding."

                  Section 1.03 Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with GAAP applied
consistently.



                                       9
<PAGE>

                  Section 1.04 Use of Certain Terms. Unless the context of this
Agreement requires otherwise, the plural includes the singular, the singular
includes the plural, the part includes the whole, and "including" has the
inclusive meaning of "including without limitation." The words "hereof,"
"herein," "hereby," "hereunder," and other similar terms of this Agreement refer
to this Agreement as a whole and not exclusively to any particular provision of
this Agreement. All pronouns and any variations thereof shall be deemed to refer
to masculine, feminine, or neuter, singular or plural, as the identity of the
person or persons may require.

                  Section 1.05 Headings and References. Section and other
headings are for reference only, and shall not affect the interpretation or
meaning of any provision of this Agreement. Unless otherwise provided,
references to Articles, Sections, Schedules, and Exhibits shall be deemed
references to Articles, Sections, Schedules, and Exhibits of this Agreement.
References to this Agreement include this Agreement as the same may be modified,
amended, restated or supplemented from time to time pursuant to the provisions
hereof. A reference to any law shall mean that law as it may be amended,
modified or supplemented from time to time, and any successor law and to any
applicable rules, regulations or orders as in effect from time to time. A
reference to a Person includes the successors and assigns of such Person, except
to the extent that this Agreement or any other Operative Document may restrict
assignment or rights of assignees. A reference in this Agreement to any other
Operative Document shall be deemed a reference to that Operative Document as it
may be amended, modified or supplemented from time to time. A reference in
Section 2.01 to any Operative Document (or to any Fixed Rent, Additional Rent,
Additional Costs, Residual Value Amount, Termination Value, indemnification
payment or other amounts payable under representations or warranties in, or
covenants, undertakings or other obligations under any Operative Document) shall
be deemed a reference to both the Operative Documents (and such payment
obligations, representations, warranties, covenants, undertakings and other
obligations) as defined in the Original Guaranty and to the Operative Documents
(and such payment obligations, representations, warranties, covenants,
undertakings and other obligations) as defined in this Agreement.


                                   ARTICLE II

                              GUARANTY AND PAYMENT


                  Section 2.01 Guaranty.

                  (a) Guaranteed Obligations. The Guarantor hereby
unconditionally and irrevocably guarantees to, and agrees with and for the
benefit of the Guaranteed Parties that:

                  (i) The Fixed Rent, Additional Rent, Additional Costs,
         Residual Value Amount, Termination Value, indemnification payments and
         all other amounts payable by each Relevant Subsidiary under the
         Operative Documents will be promptly paid in full when due in
         accordance with the provisions thereof;

                 (ii) Each Relevant Subsidiary will perform, comply with and
         observe (or cause to be performed, complied with or observed) all
         obligations, covenants, terms, conditions, indemnities and undertakings
         required under the Operative Documents in accordance with the
         provisions thereof;



                                       10
<PAGE>

                (iii) All representations, warranties, certifications or
         statements made by each Relevant Subsidiary, and their respective
         officers, pursuant to each of the Operative Documents are true and
         correct as of the date made (or, if made or delivered after the date
         hereof, will be true and correct when made or delivered);

                 (iv) All amounts due in respect of the Guaranteed Instruments
         (including all principal or stated amount of, and interest or yield on,
         as applicable, the Guaranteed Instruments, together with any other sums
         which may become due pursuant to any Operative Document with respect to
         the Guaranteed Instruments) will be promptly paid in full (A) when due,
         whether at stated maturity, by acceleration or otherwise, in accordance
         with the provisions of such Guaranteed Instruments and of the Operative
         Documents and (B) upon the occurrence of an Event of Default; and

                  (v) All amounts due in respect of any Guaranteed Obligations
         or Guaranteed Instruments (each as defined in the Original Guaranty),
         to the extent such Guaranteed Obligations arose on or prior to the date
         hereof and remain unpaid or unsatisfied on or after the date hereof or
         such Guaranteed Instruments remaining outstanding and unpaid on or
         after the date hereof.

                  (b) Tax Gross-Up. Payments of Guaranteed Obligations shall be
made (or grossed-up, as applicable) free and clear of all Taxes and Other
Charges (other than Excluded Charges) in the manner set forth in Section 5.04 of
the Participation Agreement.

                  (c) Enforcement. Regardless of whether the Guaranteed Parties
are (at any time) precluded or stayed from enforcing or exercising any of their
rights or remedies under the Operative Documents against any Relevant
Subsidiary, the Guaranteed Obligations may be enforced directly against the
Guarantor (as a primary obligation of the Guarantor) without the joinder of,
demand on, or the taking of any other action against, any Relevant Subsidiary or
any other Person. Regardless of whether any Relevant Subsidiary is precluded or
stayed from paying or performing (or otherwise fails to pay or perform) any of
the Guaranteed Obligations (upon demand by any Guaranteed Party) the Guarantor
shall pay or perform (or cause to be paid or performed) such Guaranteed
Obligations. Without limiting the foregoing provisions of this Section 2.01(c),
if enforcement of the rights or remedies of any Guaranteed Party under the
Operative Documents is dependent upon delivering notices or taking any other
Actions (such as delivering a Termination Notice to the Lessee under the Lease),
then the Guaranteed Parties may deliver such notices to and take such other
Actions with or against the Guarantor (in lieu of a Relevant Subsidiary) for all
purposes under this Agreement and the other Operative Documents. This Section
2.01(c) should not be construed to (i) impose any conditions whatsoever on the
obligations of the Guarantor under this Agreement or (ii) require the Guaranteed
Parties to first exercise or exhaust remedies against any Relevant Subsidiary or
any other Person before exercising remedies against the Guarantor pursuant to
this Agreement.



                                       11
<PAGE>


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES


                  Section 3.01 Representations and Warranties of the Guarantor.
The Guarantor represents and warrants as to itself and its Subsidiaries as
follows:

                  (a) Organization; Required Consents and Permits. The Guarantor
is duly organized, validly existing and in good standing under the laws of the
State of Delaware and has all corporate powers and all governmental licenses,
authorizations, certificates, consents and approvals required to carry on its
business as now conducted in all material respects, except for those licenses,
authorizations, certificates, consents and approvals the failure to have which
could not reasonably be expected to have a Material Adverse Effect or create any
Trust Liability. Each Material Subsidiary of the Guarantor is duly organized or
validly formed, validly existing and (if applicable) in good standing under the
laws of its jurisdiction of incorporation or formation, except where the failure
to be so organized, existing and in good standing could not reasonably be
expected to have a Material Adverse Effect or create any Trust Liability. Each
Material Subsidiary of the Guarantor has all corporate or limited liability
company powers and all governmental licenses, authorizations, certificates,
consents and approvals required to carry on its business as now conducted in all
material respects, except for those licenses, authorizations, certificates,
consents and approvals the failure to have which could not reasonably be
expected to have a Material Adverse Effect or create any Trust Liability.

                  (b) Authorization; No Conflict. The execution, delivery and
performance by the Guarantor of this Agreement and the other Operative Documents
to which the Guarantor is party and the consummation of the transactions
contemplated by this Agreement and the other Operative Documents are within the
Guarantor's corporate powers, have been duly authorized by all necessary
corporate or other action on the Guarantor's part, do not contravene (i) the
certificate of incorporation or by-laws of the Guarantor or any Subsidiary of
the Guarantor, or (ii) any Law, judgment, order, decree, injunction, instrument
or contractual restriction binding on or affecting the Guarantor or any of its
Subsidiaries and will not result in or require the creation or imposition of any
Lien prohibited by this Agreement or any other Operative Document.

                  (c) Consents; Governmental Approvals. No consent,
authorization or approval or other action by, and no notice to or filing with,
any governmental authority, regulatory body or other Person is required for the
due execution, delivery and performance by the Guarantor of this Agreement and
the other Operative Documents to which the Guarantor is party or the
consummation of the transactions contemplated by this Agreement.

                  (d) Binding Agreement. This Agreement and each of the other
Operative Documents to which the Guarantor is party have been duly executed and
delivered by the Guarantor. This Agreement and each of the other Operative
Documents to which the Guarantor is party are the legal, valid and binding
obligations of the Guarantor enforceable against the Guarantor in accordance
with their respective terms, except as such enforceability may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium or similar Law
affecting creditors' rights generally and by general principles of equity.

                  (e) Financial Statements. The Consolidated and Consolidating
balance sheets of the Guarantor and its Subsidiaries as at December 31, 1999 and
at



                                       12
<PAGE>

March 31, 2000, and the related Consolidated and Consolidating statements of
income and cash flows of the Guarantor and its Subsidiaries for the fiscal year
and the fiscal quarter then ended, copies of which have been furnished to each
of the Agent and the Trustee, fairly present the Consolidated and Consolidating
financial condition of the Guarantor and its Subsidiaries as at such dates and
the Consolidated and Consolidating results of operations of the Guarantor and
its Subsidiaries for the year and quarter ended on such dates, all in accordance
with GAAP consistently applied subject, in the case of the March 31, 2000
financial statements, to normal, year-end audit adjustments. Except as set forth
in the Public Filings, since March 31, 2000, there has been no material adverse
change in the condition or operations of the Guarantor or its Subsidiaries.

                  (f) Litigation. Except as set forth in the Public Filings or
as otherwise disclosed in writing by the Guarantor to the Agent and the Trustee
after the date hereof and approved by the Majority Purchasers, there is no
pending or, to the knowledge of the Guarantor, threatened action or proceeding
affecting the Guarantor, any Material Subsidiary of the Guarantor or any WCG
Subsidiary before any Governmental Authority, which could reasonably be expected
to have a Material Adverse Effect or which purports to affect the legality,
validity, binding effect or enforceability of this Agreement or any other
Operative Document.

                  (g) Investment Company. The Guarantor is not an "investment
company" or a company "controlled" by an "investment company" within the meaning
of the Investment Company Act of 1940, as amended.

                  (h) ERISA. No Termination Event has occurred or is reasonably
expected to occur with respect to any Plan that could reasonably be expected to
have a Material Adverse Effect on the Guarantor or any Material Subsidiary of
the Guarantor (including any material WCG Subsidiary). Neither the Guarantor nor
any ERISA Affiliate of the Guarantor has received any notification that any
Multiemployer Plan is in reorganization or has been terminated, within the
meaning of Title IV of ERISA, and the Guarantor is not aware of any reason to
expect that any Multiemployer Plan is to be in reorganization or to be
terminated within the meaning of Title IV of ERISA that could reasonably be
expected to have a Material Adverse Effect on the Guarantor or any Material
Subsidiary of the Guarantor (including any material WCG Subsidiary) or any ERISA
Affiliate of the Guarantor.

                  (i) Taxes. As of the date of this Agreement, the United States
federal income tax returns of the Guarantor and the Material Subsidiaries of the
Guarantor have been examined through the fiscal year ended December 31, 1995.
The Guarantor and the Subsidiaries of the Guarantor have filed all United States
Federal income tax returns and all other material domestic tax returns which are
required to be filed by them and have paid, or provided for the payment before
the same become delinquent of, all taxes due pursuant to such returns or
pursuant to any assessment received by the Guarantor or any such Subsidiary,
other than those taxes contested in good faith by appropriate proceedings. The
charges, accruals and reserves on the books of the Guarantor and the Material
Subsidiaries of the Guarantor in respect of taxes are adequate.

                  (j) PUHCA. The Guarantor is not a "holding company," or a
"subsidiary company" of a "holding company," or an "affiliate" of a "holding
company" or of a "subsidiary company" of a "holding company," or a "public
utility" within the meaning of the Public Utility Holding Company Act of 1935,
as amended.

                  (k) Environmental Matters. Except as set forth in the Public
Filings or as otherwise disclosed in writing by the Guarantor to the Trustee and
the Agent after the



                                       13
<PAGE>

date hereof and approved by the Majority Purchasers, the Guarantor and its
Material Subsidiaries are in compliance in all material respects with all
Environmental Protection Statutes to the extent material to their respective
operations or financial condition. Except as set forth in the Public Filings or
as otherwise disclosed in writing by the Guarantor to the Trustee and the Agent
after the date hereof and approved by the Majority Purchasers, the aggregate
contingent and non-contingent liabilities of the Guarantor and its Subsidiaries
(other than those reserved for in accordance with GAAP and set forth in the
financial statements regarding the Guarantor referred to in Section 3.01(e) and
delivered to the Trustee and the Agent and excluding liabilities to the extent
covered by insurance if the insurer has confirmed that such insurance covers
such liabilities or which the Guarantor reasonably expects to recover from
ratepayers) which are reasonably expected to arise in connection with (i) the
requirements of Environmental Protection Statutes or (ii) any obligation or
liability to any Person in connection with any Environmental matters (including,
without limitation, any release or threatened release (as such terms are defined
in the Comprehensive Environmental Response, Compensation and Liability Act of
1980) of any Hazardous Waste, Hazardous Substance, other waste, petroleum or
petroleum products into the Environment) could not reasonably be expected to
have a Material Adverse Effect on the business, assets, condition or operations
of the Guarantor and any Subsidiaries of the Guarantor, taken as a whole. For
purposes of this clause (k) of Section 3.01, Subsidiaries shall be deemed to
include WCG Subsidiaries.

                  (l) Compliance with Law. The Guarantor is not in material
violation of any Law (other than Environmental Protection Statutes, which are
the subject of Section 3.01(k) hereof) with respect to the Property or any part
thereof or with respect to its business, if any, related to the Property. The
Guarantor has not received any notice of, or citation for, any violation of any
Law which has not been resolved, which notice or citation relates to the
ownership or operation of the Property or any part thereof.

                  (m) Ownership. The Guarantor owns, directly or indirectly,
approximately 85% of the Voting Stock of WCG, the Lessee and each of the other
Relevant Subsidiaries.

                  (n) Full Disclosure. No statement or material furnished by or
on behalf of the Guarantor or any Relevant Subsidiary to the Collateral Agent,
the Agent, the Purchasers, the Trustee, Special Counsel or Trustee's Special
Counsel, in connection with any Operative Document or any transaction
contemplated thereby, contains any untrue statement of a material fact or omits
a material fact necessary to make the statements contained therein not
misleading.

                  Section 3.02 Satisfaction of Conditions Under Participation
Agreement. Upon the making of any Advance under the Participation Agreement, the
Guarantor shall be deemed (immediately prior to, and immediately after giving
effect to, such Advance) to have repeated and reaffirmed to the Trustee, the
Collateral Agent, the Agent, and the Purchasers on the date of such Advance each
of its representations and warranties under this Agreement as if stated on such
date.



                                       14
<PAGE>

                                   ARTICLE IV

                           COVENANTS OF THE GUARANTOR


                  Section 4.01 Affirmative Covenants. So long as any Instrument
or Guaranteed Obligation shall remain unpaid, the Guarantor will, unless the
Trustee, the Collateral Agent, the Agent, the APA Agent and the Majority
Purchasers shall otherwise consent in writing:

                  (a) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, in all material respects with all applicable Laws
(except where failure to comply could not reasonably be expected to have a
Material Adverse Effect or create any Trust Liability), such compliance to
include, without limitation, the payment and discharge before the same become
delinquent of all taxes, assessments and governmental charges or levies imposed
upon it or any of its Subsidiaries or upon any of its property or any property
of any of its Subsidiaries, and all lawful claims which, if unpaid, might become
a Lien upon any property of it or any of its Subsidiaries, provided that neither
the Guarantor nor any Subsidiary of the Guarantor shall be required to pay any
such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings and with respect to which reserves in conformity
with GAAP, if required by GAAP, have been provided on the books of the Guarantor
or such Subsidiary, as the case may be.

                  (b) Reporting Requirements. Furnish to the Trustee, the Agent
and each of the Purchasers:

                  (i) as soon as possible and in any event within five days
         after the occurrence of each Guaranty Default or each event which, with
         the giving of notice or lapse of time or both, would constitute an
         Guaranty Default, continuing on the date of such statement, a statement
         of an authorized financial officer of the Guarantor setting forth the
         details of such Guaranty Default or event and the actions, if any,
         which the Guarantor has taken and proposes to take with respect
         thereto;

                 (ii) as soon as available and in any event not later than 60
         days after the end of each of the first three quarters of each fiscal
         year of the Guarantor, the Consolidated and Consolidating balance sheet
         of the Guarantor and its Subsidiaries as of the end of such quarter and
         the Consolidated and Consolidating statements of income and cash flows
         of the Guarantor and its Subsidiaries for the period commencing at the
         end of the previous year and ending with the end of such quarter, all
         in reasonable detail and duly certified (subject to year-end audit
         adjustments) by an authorized financial officer of the Guarantor as
         having been prepared in accordance with GAAP, provided, that, if any
         financial statements referred to in this clause (ii) of Section 4.01(b)
         is readily available on-line through EDGAR, the Guarantor shall not be
         obligated to furnish copies of such financial statement. An authorized
         financial officer of the Guarantor shall furnish a certificate (a)
         stating that he has no knowledge that a Guaranty Default, or an event
         which, with notice or lapse of time or both, would constitute a
         Guaranty Default has occurred and is continuing or, if a Guaranty
         Default or such an event



                                       15
<PAGE>

         has occurred and is continuing, a statement as to the nature thereof
         and the action, if any, which the Guarantor proposes to take with
         respect thereto, and (b) showing in detail the calculation supporting
         such statement in respect of Section 4.02(b), provided that for the
         purposes of clauses (b)(ii) and (b)(iii) of this Section 4.01,
         "Subsidiaries" when used in relation to a Consolidated balance sheet
         and the related statements of income and cash flow shall include the
         WCG Subsidiaries;

                (iii) as soon as available and in any event not later than 105
         days after the end of each fiscal year of the Guarantor, a copy of the
         annual audit report for such year for the Guarantor and its
         Subsidiaries, including therein the Consolidated and Consolidating
         balance sheet of the Guarantor and its Subsidiaries as of the end of
         such fiscal year and the Consolidated and Consolidating statements of
         income and cash flows of the Guarantor and its Subsidiaries for such
         fiscal year, in each case prepared in accordance with GAAP and
         certified by Ernst & Young, LLP or other independent certified public
         accountants of recognized standing acceptable to the Trustee, the Agent
         and the Majority Purchasers, provided, that, if any financial statement
         referred to in this clause (iii) of Section 4.02(b) is readily
         available on-line through EDGAR, the Guarantor shall not be obligated
         to furnish such financial statements. The Guarantor shall also deliver
         in conjunction with such financial statements a certificate of such
         accounting firm to the Trustee, the Agent and the Purchasers (a)
         stating that, in the course of the regular audit of the business of the
         Guarantor and its Subsidiaries, which audit was conducted by such
         accounting firm in accordance with generally accepted auditing
         standards, such accounting firm has obtained no knowledge that a
         Guaranty Default or an event which, with notice or lapse of time or
         both, would constitute a Guaranty Default, has occurred and is
         continuing, or if, in the opinion of such accounting firm, a Guaranty
         Default or such an event has occurred and is continuing, a statement as
         to the nature thereof, and (b) showing in detail the calculations
         supporting such statement in respect of Section 4.02(b);

                 (iv) such other information respecting the business or
         properties, or the condition or operations, financial or otherwise, of
         the Guarantor or any of its Material Subsidiaries as any Purchaser
         through the Agent may from time to time reasonably request;

                  (v) promptly after the sending or filing thereof, copies of
         all proxy material, reports and other information which the Guarantor
         sends to any of its security holders, and copies of all final reports
         and final registration statements which the Guarantor or any Material
         Subsidiary of the Guarantor files with the Securities and Exchange
         Commission or any national securities exchange, provided, that, if such
         proxy materials and reports, registration statements and other
         information are readily available on-line through EDGAR, the Guarantor
         or Material Subsidiary shall not be obligated to furnish copies
         thereof;

                 (vi) as soon as possible and in any event within 30 Business
         Days after the Guarantor or any ERISA Affiliate of the Guarantor knows
         or has reason to



                                       16
<PAGE>

         know (A) that any Termination Event described in clause (i) of the
         definition of Termination Event with respect to any Plan has occurred
         that could have a Material Adverse Effect on the Guarantor, any
         Material Subsidiary of the Guarantor (including any material WCG
         Subsidiary) or any ERISA Affiliate of the Guarantor or (B) that any
         other Termination Event with respect to any Plan has occurred or is
         reasonably expected to occur that could have a Material Adverse Effect
         on the Guarantor, any Material Subsidiary of the Guarantor (including
         any material WCG Subsidiary) or any ERISA Affiliate of the Guarantor, a
         statement of the chief financial officer or chief accounting officer of
         the Guarantor describing such Termination Event and the action, if any,
         which the Guarantor, such Subsidiary or such ERISA Affiliate of the
         Guarantor proposes to take with respect thereto;

                (vii) promptly and in any event within 25 Business Days after
         receipt thereof by the Guarantor or any ERISA Affiliate of the
         Guarantor, copies of each notice received by the Guarantor or any ERISA
         Affiliate of the Guarantor from the PBGC stating its intention to
         terminate any Plan or to have a trustee appointed to administer any
         Plan;

               (viii) within 30 days following request therefor by any
         Purchaser, copies of each Schedule B (Actuarial Information) to each
         annual report (Form 5500 Series) of the Guarantor or any ERISA
         Affiliate of the Guarantor with respect to each Plan;

                 (ix) promptly and in any event within 25 Business Days after
         receipt thereof by the Guarantor or any ERISA Affiliate of the
         Guarantor from the sponsor of a Multiemployer Plan, a copy of each
         notice received by the Guarantor or any ERISA Affiliate of the
         Guarantor concerning (A) the imposition of a Withdrawal Liability by a
         Multiemployer Plan, (B) the determination that a Multiemployer Plan is,
         or is expected to be, in reorganization within the meaning of Title IV
         of ERISA, (C) the termination of a Multiemployer Plan within the
         meaning of Title IV of ERISA, or (D) the amount of liability incurred,
         or expected to be incurred, by the Guarantor or any ERISA Affiliate of
         the Guarantor in connection with any event described in clause (A), (B)
         or (C) above that, in each case, could have a Material Adverse Effect
         on the Guarantor or any ERISA Affiliate of the Guarantor;

                  (x) not more than 60 days (or 105 days in the case of the last
         fiscal quarter of a fiscal year of the Guarantor) after the end of each
         fiscal quarter of the Guarantor, a certificate of an authorized
         financial officer of the Guarantor stating the respective ratings, if
         any, by each of S&P and Moody's of the senior unsecured long-term debt
         of the Guarantor as of the last day of such quarter;

                 (xi) promptly after any withdrawal or termination of or any
         change in, or issuance, withdrawal or termination of, the rating of any
         senior unsecured long-term debt of the Guarantor by S&P or Moody's,
         written notice thereof;



                                       17
<PAGE>

                (xii) as soon as available and in any event not later than 60
         days after the end of each of the first three quarters of each fiscal
         year of WCG, the Consolidated unaudited balance sheet of WCG and its
         Subsidiaries as of the end of such quarter and the Consolidated
         statements of income and cash flows of WCG and its Subsidiaries for the
         period commencing at the end of the previous year and ending with the
         end of such quarter, all in reasonable detail and duly certified by an
         authorized financial officer of WCG; and

               (xiii) as soon as available and in any event not later than 105
         days after the end of each fiscal year of WCG, the Consolidated
         unaudited balance sheet of WCG and its Subsidiaries as of the end of
         such fiscal year and the Consolidated statements of income and cash
         flows of WCG and its Subsidiaries for such fiscal year, certified by an
         authorized financial officer of WCG.

                  (c) Maintenance of Insurance. Maintain, and cause each of its
Material Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations in such amounts and covering such risks as
is usually carried by companies engaged in similar businesses and owning similar
properties in the same general areas in which the Guarantor or its Subsidiaries
operate, provided that the Guarantor or any of its Subsidiaries may self-insure
to the extent and in the manner normal for companies of like size, type and
financial condition, except as otherwise provided in the Lease.

                  (d) Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, its
corporate existence, rights, franchises and privileges in the jurisdiction of
its incorporation, and qualify and remain qualified, and cause each Subsidiary
to qualify and remain qualified, as a foreign corporation in each jurisdiction
in which qualification is necessary or desirable in view of its business and
operations or the ownership of its properties, except (i) where the failure of
the Guarantor or any Subsidiary of the Guarantor to preserve and maintain such
rights, franchises and privileges and to so qualify and remain qualified could
not reasonably be expected to have a Material Adverse Effect or create any Trust
Liability, (ii) the Guarantor and its Subsidiaries may consummate any merger or
consolidation permitted pursuant to Section 4.02(c) and (iii) the Guarantor and
any Subsidiary of the Guarantor may be converted into a limited liability
company by statutory election; provided that any such conversion of the
Guarantor shall not affect its obligations to the Trustee, the Agent or the
Purchasers pursuant to this Agreement.

                  (e) Ranking of Obligations. Assure, and cause each Relevant
Subsidiary to assure, that their obligations under this Agreement and the other
Operative Documents to which any Relevant Subsidiary is a party, respectively,
rank and will rank at all times at least equally and ratably in all respects
with all their respective other unsecured indebtedness.

                  Section 4.02 Negative Covenants. So long as any Instrument or
Guaranteed Obligation shall remain unpaid, the Guarantor will not, without the
written consent of the Trustee, the Agent, the APA Agent and the Majority
Purchasers:

                  (a) Liens, Etc. Create, assume, incur or suffer to exist, or
permit any of its Subsidiaries to create, assume, incur or suffer to exist, any
Lien on or in respect of any of its property, whether now owned or hereafter
acquired, or assign or otherwise convey, or permit any such Subsidiary to assign
or otherwise convey, any right to receive



                                       18
<PAGE>

income, in each case to secure or provide for the payment of any Debt of any
Person, except Permitted Liens.

                  (b) Debt. Permit the ratio of (A) the aggregate amount of Net
Debt of the Guarantor to (B) the sum of the Consolidated Net Worth of the
Guarantor plus Net Debt of the Guarantor to exceed 0.65 to 1.0 at any time.

                  (c) Merger and Sale of Assets. Merge or consolidate with or
into any other Person, or sell, lease or otherwise transfer all or substantially
all of its assets, or permit any of its Material Subsidiaries to merge or
consolidate with or into any other Person, or sell, lease or otherwise transfer
all or substantially all of its assets, except that this Section 4.02(c) shall
not prohibit:

                  (i) the Guarantor and its Subsidiaries from selling, leasing
         or otherwise transferring their respective assets in the ordinary
         course of business;

                 (ii) any merger, consolidation or sale, lease or other transfer
         of assets involving only TWC and its Subsidiaries; provided, however,
         that transactions under this paragraph (ii) shall be permitted if, and
         only if, (x) there shall not exist or result an Event of Default or an
         event which with notice or lapse of time or both would constitute an
         Event of Default and (y) in the case of each transaction referred to in
         this paragraph (ii) involving the Guarantor or any of its Subsidiaries,
         such transaction could not reasonably be expected to impair materially
         the ability of the Guarantor or its Subsidiaries to perform its
         obligations under this Agreement and the other Operative Documents and
         the Guarantor and Lessee shall continue to exist;

                (iii) the Guarantor and its Subsidiaries from selling, leasing
         or otherwise transferring their respective gathering assets and other
         production area facilities, or the stock of any Person substantially
         all of the assets of which are gathering assets and other production
         area facilities, to TWC or to any Subsidiary of TWC for consideration
         that is not materially less than the net book value of such assets and
         facilities; provided, however, that transactions under this paragraph
         (iii) shall be permitted if, and only if, there shall not exist or such
         transaction should not result in an Event of Default or an event which
         with notice or lapse of time or both would constitute an Event of
         Default;

                 (iv) sales of receivables of any kind by the Guarantor or any
         of its Subsidiaries other than the Lessee in respect of any amounts due
         under the Lease or any other Operative Documents.

                  (d) Agreements to Restrict Dividends and Certain Transfers.
Enter into or suffer to exist, or permit any of its Subsidiaries to enter into
or suffer to exist, any consensual encumbrance or restriction on the ability of
any Subsidiary of the Guarantor (i) to pay, directly or indirectly, dividends or
make any other distributions in respect of its capital stock or pay any Debt or
other obligation owed to the Guarantor or to any Subsidiary of the Guarantor; or
(ii) to make loans or advances to the Guarantor or any Subsidiary of the
Guarantor, except (1) those encumbrances and restrictions existing on the date
hereof, (2) other customary encumbrances and restrictions now or hereafter
existing of the Guarantor or any of its Subsidiaries entered into in the
ordinary course of



                                       19
<PAGE>

business that are not more restrictive in any material respect than the
encumbrances and restrictions with respect to the Guarantor or its Subsidiaries
existing on the date hereof.

                  (e) Loans and Advances; Investments. Make or permit to remain
outstanding, or allow any of its Subsidiaries to make or permit to remain
outstanding, any loan or advance to, or own, purchase or acquire any obligations
or debt securities of, any WCG Subsidiary, except that the Guarantor and its
Subsidiaries may permit to remain outstanding loans and advances to a WCG
Subsidiary existing as of the date hereof and listed on Exhibit B hereof (and
such WCG Subsidiaries may permit such loans and advances on Exhibit B to remain
outstanding). Except for those investments in existence on the date hereof and
listed on Exhibit B hereof, the Guarantor shall not, and the Guarantor shall not
permit any of its Subsidiaries to, acquire or otherwise invest in any stock or
other equity or other ownership interest in a WCG Subsidiary.

                  (f) Maintenance of Ownership of Certain Subsidiaries. Sell,
issue or otherwise dispose of, or create, assume, incur or suffer to exist any
Lien on or in respect of, or permit any of its Subsidiaries to sell, issue or
otherwise dispose of or create, assume, incur or suffer to exist any Lien on or
in respect of, any shares of or any interest in any shares of the capital stock
or other ownership interests of (i) any Relevant Subsidiary or any of their
respective Material Subsidiaries or (ii) any Subsidiary of the Guarantor at the
time it owns any shares of or any interest in any shares of the capital stock or
other ownership interests of any Relevant Subsidiary or any of their respective
Material Subsidiaries; provided, however, that, this Section 4.02(f) shall not
prohibit the sale or other disposition of the stock of any Subsidiary of the
Guarantor to the Guarantor or any Wholly-Owned Subsidiary of the Guarantor if,
but only if, (x) there shall not exist or result an Event of Default or an event
which with notice or lapse of time or both would constitute an Event of Default
and (y) in the case of each sale or other disposition referred to in this
proviso involving the Guarantor or any of its Subsidiaries, such sale or other
disposition could not reasonably be expected to impair materially the ability of
the Guarantor or its Subsidiaries to perform its obligations under this
Agreement and the other Operative Documents and the Guarantor and the Lessee
shall continue to exist. Nothing herein shall be construed to permit the
Guarantor or any Subsidiary of the Guarantor to purchase shares, any interest in
shares or any ownership interest in a WCG Subsidiary except as permitted by
clause (e) of this Section 4.02.

                  (g) Compliance with ERISA. (i) Terminate, or permit any ERISA
Affiliate of the Guarantor to terminate, any Plan so as to result in any
material liability of the Guarantor or any Material Subsidiary of the Guarantor
(including any material WCG Subsidiary) or any such ERISA Affiliate to the PBGC,
or (ii) permit to exist any occurrence of any Termination Event with respect to
a Plan which would have a Material Adverse Effect on the Guarantor or any
Material Subsidiary of the Guarantor (including any material WCG Subsidiary).

                  (h) Transactions with Related Parties. Except as required or
expressly permitted by the Operative Documents, make any sale to, make any
purchase from, extend credit to, make payment for services rendered by, or enter
into any other transaction with, or permit any material Subsidiary of the
Guarantor to make any sale to, make any purchase from, extend credit to, make
payment for services rendered by, or enter into any other transaction with, any
Related Party of the Guarantor or of such Subsidiary unless as a whole such
sales, purchases, extensions of credit, rendition of services and other
transactions are (at the time such sale, purchase, extension of credit,
rendition of services or other transaction is entered into) on terms and
conditions reasonably fair in all material respects to the Guarantor or such
Subsidiary in the good faith judgment of the Guarantor.



                                       20
<PAGE>

                  (i) Guarantees. Guarantee or otherwise become contingently
liable for, or permit any of its Subsidiaries to guarantee or otherwise become
contingently liable for, Debt or any other obligation of any WCG Subsidiary or
to otherwise insure a WCG Subsidiary against loss.

                  (j) Sale and Lease-Back Transactions. Enter into, or permit
any of its Subsidiaries to enter into, any Sale and Lease-Back Transaction, if
after giving effect thereto the Guarantor would not be permitted to incur at
least $1.00 of additional Debt secured by a Lien permitted by paragraph (z) of
Schedule 1.


                                    ARTICLE V

                                    REMEDIES


                  Section 5.01 Remedies. A Guaranty Default shall constitute an
Event of Default under the Participation Agreement and the other Operative
Documents. If a Guaranty Default or other Event of Default has occurred and is
continuing, the Trustee, the Collateral Agent, the Agent and the APA Agent may
exercise any of the rights or remedies granted to the Guaranteed Parties under
the Operative Documents. This Agreement may be enforced as to any one or more
Guaranty Defaults or other Events of Default either separately or cumulatively.


                                   ARTICLE VI

                               NATURE OF AGREEMENT


                  Section 6.01 Nature of Guaranty. This Agreement is (a)
irrevocable, unconditional and absolute; (b) a guaranty of payment, performance
and compliance and not of collection; and (c) in no way conditioned or
contingent upon any attempt to collect from or enforce performance or compliance
by any Relevant Subsidiary or any other Subsidiary or any assignees or
sublessees of any Relevant Subsidiary or any other Subsidiary, or upon any other
event, contingency or circumstance whatsoever. This Agreement and the Guaranteed
Obligations shall be binding upon and against the Guarantor without regard to
the validity or enforceability of any of the Operative Documents or the
Securitization Documents or any provision thereof and the Guarantor hereby
waives any defense relating to the enforceability of such documents or any
provision contained therein. The Guarantor also agrees to pay to the Guaranteed
Parties such further amounts as shall be sufficient to cover the costs of
collecting or enforcing the Guaranteed Obligations or otherwise enforcing this
Agreement (including reasonable fees, expenses and disbursements of their
counsel).

                  Section 6.02 Survival. The obligations of the Guarantor under
this Agreement shall survive in accordance with Section 8.01 of the
Participation Agreement.

                  Section 6.03 Waivers. The Guarantor hereby unconditionally (a)
waives any requirement that the Guaranteed Parties or any other Person first
make demand upon, or seek to enforce remedies against, any other Person or any
collateral or property of such other Person before demanding payment from, or
seeking to enforce this Agreement against, the Guarantor; (b) covenants that
this Agreement will not be discharged and shall survive in accordance with
Section 8.01 of the Participation Agreement; (c) agrees that this Agreement
shall remain in full effect without regard to, and shall not be affected or



                                       21
<PAGE>

impaired by, any invalidity, irregularity or unenforceability in whole or in
part of, any Operative Document (or any other document executed in connection
therewith), or any limitation of the liability of any Relevant Subsidiary or any
other Person thereunder, or any limitation on the method or terms of payment
thereunder which may now or hereafter be caused or imposed in any manner
whatsoever; and (d) except for notices expressly required under the Operative
Documents, waives diligence, notice of intent to accelerate, notice of default
and notice of acceleration, presentment and protest with respect to the payment
of any amount at any time payable under or in connection with the Operative
Documents or Securitization Documents. Notice of acceptance of this Agreement
and notice of execution, delivery and acceptance of any other instrument or
agreement referred to herein, are hereby waived by the Guarantor.

                  Section 6.04 The Guarantor's Obligations Unconditional. The
covenants, agreements and duties of the Guarantor set forth in this Agreement
shall not be subject to any counterclaim, setoff, deduction, diminution,
abatement, stay, recoupment, suspension, deferment, reduction or defense (other
than full and strict compliance or performance by the Guarantor with its
obligations hereunder) based upon any claim that the Guarantor, or any other
Person, may have against any Relevant Subsidiary, or any other Person, and shall
remain in full force and effect without regard to, and shall not be released,
discharged or in any way affected by, any circumstance or condition whatsoever
(whether or not the Guarantor or any Relevant Subsidiary shall have knowledge or
notice thereof or shall have assented thereto and notwithstanding the fact that
no rights were reserved against the Guarantor in connection therewith)
including:

                  (a) the validity, legality, regularity or enforceability of
         the Operative Documents, or any of the Guaranteed Obligations or any
         other collateral security therefor or guaranty or right of offset with
         respect thereto at any time or from time to time held by the Agent, the
         Trustee, the APA Agent, any Purchaser or any APA Purchaser;

                  (b) any amendment, modification, renewal, extension, addition,
         acceleration, deletion or supplement to, or termination of (in whole or
         in part) or other change in or waiver under the Operative Documents or
         any of the agreements referred to therein, or any other instrument or
         agreement applicable to any of the parties to such agreements or any
         assignment, mortgaging or transfer of any thereof or of any interest
         therein, or any furnishing or acceptance of additional security or any
         release of any security; or the failure of any security or the failure
         of any Person to perfect any interest in any such collateral;

                  (c) any failure, omission or delay on the part of any
         Guaranteed Party (i) to enforce, assert or exercise any right, power or
         remedy under any instrument or agreement referred to in clauses (a) or
         (b) above or any assignment of any thereof or (ii) to conform with any
         term of any such instrument or agreement (and notwithstanding that any
         demand for payment of any of the Guaranteed Obligations made by any
         Guaranteed Party shall have been rescinded by such party and any of the
         Guaranteed Obligations continued);

                  (d) any waiver, consent, extension, indulgence, compromise,
         surrender, release or other action or inaction under or in respect of
         any instrument



                                       22
<PAGE>

         or agreement referred to in clauses (a) or (b) above or of any
         agreement, covenant, term or condition contained therein or any
         obligation or liability of any Guaranteed Party or any exercise or
         non-exercise of any right, remedy, power or privilege under or in
         respect of any such instrument or agreement or any such obligation or
         liability (and notwithstanding that any collateral security, guaranty
         or right of offset at any time held by any Guaranteed Party for the
         payment of the Guaranteed Obligations shall have been sold, exchanged,
         waived, surrendered or released);

                  (e) the voluntary or involuntary liquidation, dissolution,
         sale of all or substantially all of the assets, marshaling of assets
         and liabilities, receiver-ship, conservatorship, insolvency,
         bankruptcy, assignment for the benefit of creditors, reorganization,
         arrangement, composition or readjustment of, or other similar
         proceeding with respect to the Guarantor, any Relevant Subsidiary or
         any Guaranteed Party or any other Person or any action taken by any
         trustee or receiver or by any court in any such proceeding;

                  (f) any defect in the title, compliance with specifications,
         conditions, design, operation or fitness for use of, or any damage to
         or loss or destruction of, or any interruption or cessation in the use
         or operation of the Property or any portion thereof by any Relevant
         Subsidiary or any other Person for any reason whatsoever (including,
         any Loss Event or Environmental Event) regardless of the duration
         thereof (even though such duration would otherwise constitute a
         frustration of the purpose of the Operative Documents, whether or not
         resulting from accident and whether or not without default on the part
         of any other Person;

                  (g) any assignment of the Operative Documents or subletting or
         sale of the Property or any part thereof;

                  (h) any merger or consolidation of the Guarantor or any
         Relevant Subsidiary into or with any other Person or any sale, lease,
         transfer, divestiture or other disposition of any or all of the assets
         of the Guarantor or any Relevant Subsidiary to any other Person (and
         regardless of whether such transactions are permitted under the
         Operative Documents);

                  (i) any change in the ownership of any shares of capital stock
         of the Guarantor or any Relevant Subsidiary;

                  (j) any attachment, claim, demand, charge, lien, levy, order,
         process, encumbrance or any other happening or event or reason, similar
         or dissimilar to the foregoing; or any withholding or diminution at the
         source, by reason of any Charges, expenses, indebtedness, obligations
         or liabilities of any character, foreseen or unforeseen, and whether or
         not valid, incurred by or against any Person; or any claims, demands,
         charges or liens of any nature, foreseen or unforeseen, incurred by any
         Person, or against any sums payable under this Agreement, so that such
         sums would be rendered inadequate or would be unavailable to make the
         payments herein provided;



                                       23
<PAGE>

                  (k) any order, judgment, decree, ruling or regulation (whether
         or not valid) of any court or any Governmental Authority or any other
         action, happening, event or reason whatsoever which shall delay,
         interfere with, hinder or prevent, or in any way adversely affect, the
         performance by the Guarantor or any Relevant Subsidiary under the
         Operative Documents or any assignments thereof;

                  (l) any action or inaction or election of remedies by any
         Guaranteed Party, including any failure by any Guaranteed Party to
         protect, secure, perfect or insure any Lien at any time held by it as
         security for the Guaranteed Obligations or for this Agreement or any
         property subject thereto;

                  (m) any release, discharge or rejection of any Relevant
         Subsidiary for performance or payment of their obligations under the
         Operative Documents (including any release, discharge or rejection
         arising under any Bankruptcy Law or as a result of any bankruptcy or
         reorganization case affecting the Guarantor or any Relevant
         Subsidiary);

                  (n) any other occurrence or circumstance whatsoever, whether
         similar or dissimilar to the foregoing and any other circumstances that
         might otherwise constitute a legal or equitable defense or discharge of
         a guarantor, indemnitor or surety or that might otherwise limit
         recourse against the Guarantor;

                  (o) any change in circumstances, whether or not foreseen or
         foreseeable, whether or not imputable to the Guarantor or any
         Guaranteed Party and whether or not such change in circumstances shall
         or might in any manner and to any extent vary the risk of the Guarantor
         hereunder; or

                  (p) any other circumstance whatsoever (with or without notice
         to or knowledge of the Guarantor, the Relevant Subsidiaries or any of
         their Subsidiaries) which constitutes, or might be construed to
         constitute, an equitable or legal discharge of any of their obligations
         under the Operative Documents in bankruptcy or in any other instance.

The obligations of the Guarantor set forth in this Agreement constitute the full
recourse obligations of the Guarantor enforceable against it to the full extent
of all its assets and properties, notwithstanding any provisions in any
agreements from time to time relating to the acquisition, financing and
refinancing by the Trustee of its interest in the Property which may limit the
liability of the Trustee or any other Person pursuant to such agreements.


                                   ARTICLE VII

                                   BANKRUPTCY


                  Section 7.01 No Subrogation. THE GUARANTOR HEREBY WAIVES (FOR
ALL PERIODS OF TIME THAT THE GUARANTEED OBLIGATIONS HAVE NOT BEEN IRREVOCABLY
PAID IN FULL) ANY AND ALL RIGHTS OF



                                       24
<PAGE>

SUBROGATION, INDEMNITY, CONTRIBUTION OR REIMBURSEMENT, ANY BENEFIT OF, OR RIGHT
TO ENFORCE ANY REMEDY THAT THE GUARANTEED PARTIES NOW HAVE OR MAY HEREAFTER HAVE
AGAINST EACH OF THE RELEVANT SUBSIDIARIES IN RESPECT OF THE GUARANTEED
OBLIGATIONS, OR ANY PROPERTY, NOW OR HEREAFTER HELD BY THE AGENT, THE COLLATERAL
AGENT, THE TRUSTEE OR THE PURCHASERS AS SECURITY FOR THE GUARANTEED OBLIGATIONS
AND ANY AND ALL SIMILAR RIGHTS THE GUARANTOR MAY HAVE AGAINST EACH OF THE
RELEVANT SUBSIDIARIES UNDER APPLICABLE LAW OR OTHERWISE. If, notwithstanding the
foregoing, any amount shall be paid to the Guarantor on account of any such
subrogation, indemnity, contribution or reimbursement rights at any time, such
amount shall be held in trust for the benefit of the Guaranteed Parties and
shall forthwith be paid to the Trustee to be credited and applied against the
Guaranteed Obligations, whether matured, unmatured, absolute or contingent, as
the Agent and the Trustee may see fit in their discretion.

                  Section 7.02 Reinstatement. Notwithstanding anything to the
contrary herein contained, this Agreement and all obligations of the Guarantor
hereunder, shall continue to be effective or be reinstated, as applicable, if at
any time, payment, or any part thereof, of any or all obligations performed by
the Guarantor or any Relevant Subsidiary are rescinded, invalidated, or
otherwise required to be restored or returned by any Guaranteed Party pursuant
to any Bankruptcy Law or upon the insolvency, bankruptcy or reorganization of
the Guarantor or any Relevant Subsidiary (or otherwise) all as though such
payment or application of proceeds had not been made. Without limiting the
generality of the foregoing, if prior to any such rescission, invalidation,
declaration, restoration or return, this Agreement or any other Operative
Document shall have been canceled or surrendered, this Agreement and the
Guaranteed Obligations shall be reinstated in full force and effect, and such
prior cancellation or surrender shall not diminish, release, discharge, impair
or otherwise affect the obligations of the Guarantor in respect of the amount of
the affected payment or application of proceeds (or any Lien or collateral
securing such obligation).

                  Section 7.03 Non-Discharged Obligations. Notwithstanding (a)
any modification, discharge or extension of the obligations of the Guarantor
hereunder or the obligations of any Relevant Subsidiary under the Operative
Documents, (b) any disallowance of all or any portion of any Guaranteed Party's
claim for repayment or performance of such obligations, (c) any use of cash or
other collateral pursuant to any Bankruptcy Law or in any bankruptcy or
reorganization case, (d) any agreement or stipulation as to adequate protection
pursuant to any Bankruptcy Law or in any bankruptcy or reorganization case, (e)
any failure by any Guaranteed Party to file or enforce a claim against the
Guarantor, any Relevant Subsidiary or its estate pursuant to any Bankruptcy Law
or in any bankruptcy or reorganization case, or (f) any release, discharge,
rejection, amendment, modification, stay or cure of the rights or obligations of
any Guaranteed Party, the Guarantor or any Relevant Subsidiary that may occur
pursuant to any Bankruptcy Law or in any bankruptcy or reorganization case or
proceeding affecting such parties, whether permanent or temporary, and whether
assented to by any Guaranteed Party, the Guarantor hereby agrees that the
Guarantor shall be obligated to perform hereunder.



                                       25
<PAGE>

                                  ARTICLE VIII

                                  MISCELLANEOUS


                  Section 8.01 Notices. All notices, consents, offers,
directions, approvals, instructions, requests, and other communications given to
any Person pursuant to this Agreement shall be in writing and be given in the
manner set forth in the Participation Agreement, at the address set forth on the
signature page of this Agreement or at such other address as such party shall
designate by notice to each of the other parties to the Operative Documents.

                  Section 8.02 Immunity. The Guarantor represents and warrants
that it is not entitled to immunity from judicial proceedings and agrees that,
should the Trustee, the Agent, the Collateral Agent, the APA Agent or other
Person bring any judicial proceedings to enforce the liability of the Guarantor
under this Agreement, no immunity from such proceedings will be claimed by or on
behalf of the Guarantor or with respect to the Guarantor's property. Nothing in
this Section 8.02 shall affect the right of the Trustee, the Agent, the
Collateral Agent, the APA Agent or any other Person to serve process in any
manner permitted by Law or to commence legal proceedings or otherwise proceed
against the Guarantor in any court in which the Guarantor is subject to suit.

                  Section 8.03 Non-Exclusive Remedies. No right or remedy of any
Guaranteed Party under any Operative Document shall be exclusive of any other
right, power or remedy, but shall be cumulative and in addition to any other
right, power or remedy thereunder or now or hereafter existing by Law or in
equity and the exercise by any Guaranteed Party of any one or more of such
rights, powers or remedies shall not preclude the simultaneous or further
exercise of any or all of such other rights, powers or remedies. Any failure to
insist upon the strict performance of any provision hereof or to exercise any
option, right, power or remedy contained herein shall not constitute a waiver or
relinquishment thereof for the future. Receipt by any Guaranteed Party of any
amount payable under any Operative Document with knowledge of a Default or Event
of Default shall not constitute a waiver of such Default or Event of Default,
and no waiver by any Guaranteed Party of any provision of the Operative
Documents shall be deemed to be made unless made in writing. The Guaranteed
Parties shall be entitled to injunctive relief in case of the violation or
attempted or threatened violation of any of the provisions of the Operative
Documents by any other party hereto, a decree compelling performance of any of
the provisions hereof, or any other remedy allowed by Law or in equity.

                  Section 8.04 Amendments and Waivers. All amendments, waivers,
consents, or approvals arising pursuant to this Agreement shall be consummated
in accordance with Section 8.04 of the Participation Agreement. No waiver by the
Guaranteed Parties of any Default or Event of Default shall in any way be, or be
construed to be, a waiver of any further or subsequent Default or Event of
Default.

                  Section 8.05 Severability. If any provision of this Agreement
or the application thereof to any Person or circumstance shall be invalid or
unenforceable, then the remaining provisions or the application of such
provision to Persons or circumstances other than those as to which it is invalid
or enforceable, shall continue to be valid and enforceable. The provisions of
this Section 8.05 shall not be construed to limit the rights of the Guaranteed
Parties to exercise remedies as a consequence of an Event of Default arising
pursuant to Section 6.01(o) of the Participation Agreement.



                                       26
<PAGE>

                  Section 8.06 Further Assurances. The Guarantor hereby agrees
to execute and deliver all such instruments and take all such action as the
Guaranteed Parties may from time to time reasonably request in order fully to
effectuate the purposes of this Agreement.

                  Section 8.07 Governing Law and Submission to Jurisdiction. (a)
THIS AGREEMENT SHALL BE GOVERNED BY AND INTERPRETED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

                  (b) ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY
OPERATIVE DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK OR OF
THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE GUARANTOR HEREBY ACCEPTS FOR
ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
JURISDICTION OF THE AFORESAID COURTS. THE GUARANTOR HEREBY IRREVOCABLY WAIVES
ANY OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY SUCH ACTION OR PROCEEDING IN SUCH RESPECTIVE JURISDICTIONS. THIS
SUBMISSION TO JURISDICTION IS NONEXCLUSIVE AND DOES NOT PRECLUDE ANY GUARANTEED
PARTY FROM OBTAINING JURISDICTION OVER THE GUARANTOR IN ANY COURT OTHERWISE
HAVING JURISDICTION.

                  (c) THE GUARANTOR AND EACH GUARANTEED PARTY HEREBY (I)
IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW,
TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO ANY OPERATIVE
DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN; (II) IRREVOCABLY WAIVE, TO THE
MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER
IN ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
DAMAGES, OR DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES; (III) CERTIFY
THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR COUNSEL FOR ANY PARTY HERETO HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN
THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS; AND (IV)
ACKNOWLEDGE THAT IT ENTERED INTO THIS AGREEMENT, AND THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY, BASED UPON AMONG OTHER THINGS THE MUTUAL
WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION.

                  Section 8.08 Time. Time is of the essence in this Agreement,
and the terms herein shall be so construed.

                  Section 8.09 Benefit. The parties hereto, the Purchasers and
their permitted successors and assigns (including participants in the
Instruments pursuant to Section 5.03 of the Participation Agreement), and any
successor Trustee or successor Collateral Agent or Agent appointed in accordance
with the provisions in the Operative Documents, or successor APA Agent appointed
in accordance with the provisions of the APA, but no others, shall be bound
hereby or entitled to the benefits hereof.



                                       27
<PAGE>

                  Section 8.10 Entire Agreement. The parties hereto hereby
acknowledge and agree that the Operative Documents represent all of the
agreements and understandings relating to the transactions contemplated by such
documents as between or among the Guaranteed Parties on the one hand and the
Guarantor and its Subsidiaries on the other hand and the parties hereto
acknowledge and agree that all prior written and oral agreements or
understandings between or among such Persons are hereby superseded in their
entirety. Notwithstanding the foregoing, the Guarantor agrees that the
beneficiaries of the Original Guaranty shall continue to have the benefit of the
Original Guaranty (in addition to this Agreement and any other rights they may
have under the Operative Documents, applicable Law or otherwise) and may enforce
the Original Guaranty in accordance with its terms in respect of any Guaranteed
Obligations or Guaranteed Instruments referred to therein, to the extent such
Guaranteed Obligations arose on or prior to the date hereof and remain unpaid or
unsatisfied on or after the date hereof or such Guaranteed Instruments remaining
outstanding and unpaid on or after the date hereof.

                  Section 8.11 Counterparts. The parties may sign this Agreement
in any number of counterparts and on separate counterparts, each of which shall
be an original but all of which when taken together shall constitute one and the
same instrument.

                  Section 8.12 Reliance. The Guarantor acknowledges that it has
not relied upon any statements, representations or warranties of any of the
Guaranteed Parties or any of their agents, representatives, counsel, officers or
directors in entering into or guaranteeing any of the Operative Documents,
except for the representations and warranties of SSBTC and State Street set
forth in Sections 3.02 and 3.03, respectively, of the Participation Agreement.

                  Section 8.13 Survival of Indemnities. All indemnities under
this Guaranty Agreement shall survive the termination of this Agreement, the
Lease and the other Operative Documents.

                  Section 8.14 APA. The Guarantor acknowledges the matters set
forth in Section 1.06(d) of the Participation Agreement and confirms that the
circumstances referred to therein shall not alter, diminish or otherwise impair
or affect the obligations of the Guarantor under this Agreement.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed as of the date first set forth above.



                                       28
<PAGE>


                      SIGNATURE PAGE FOR GUARANTY AGREEMENT



                                            THE WILLIAMS COMPANIES, INC.


                                            By:
                                                --------------------------------
                                                Name:  James G. Ivey
                                                Title: Treasurer

                                                Address for Notices:

                                                The Williams Companies, Inc..
                                                One Williams Center, Suite 500
                                                Tulsa, Oklahoma  74172
                                                Attention: Mr. James G. Ivey
                                                Facsimile: (918) 573-2065




<PAGE>
                     SIGNATURE PAGE FOR GUARANTY AGREEMENT


                                           STATE STREET BANK AND TRUST COMPANY
                                           OF CONNECTICUT, NATIONAL
                                           ASSOCIATION, in its individual
                                           capacity as its interests may appear
                                           in the Operative Documents, but
                                           otherwise not in its individual
                                           capacity but solely as Trustee


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

                                               Address for Notices:

                                               Two International Plaza
                                               Boston, Massachusetts  02110-2804
                                               Attention: Mr. Earl Dennison
                                               Telephone: (617) 664-5670
                                               Facsimile: (617) 664-5371


                                           STATE STREET BANK AND TRUST COMPANY,
                                           not in its individual capacity, but
                                           solely as Collateral Agent


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

                                               Address for Notices:

                                               Two International Plaza
                                               Boston, Massachusetts  02110-2804
                                               Attention: Mr. Earl Dennison
                                               Telephone: (617) 664-5670
                                               Facsimile: (617) 664-5371




<PAGE>
                     SIGNATURE PAGE FOR GUARANTY AGREEMENT


                                            CITIBANK N.A., as Agent


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

                                               Address for Notices:

                                               Citibank, N.A.
                                               1200 Smith Street, Suite 2000
                                               Houston, Texas  77002
                                               Attention: Ms. Lydia Junek
                                               Facsimile: (713) 654-2849

                                               with a copy to:

                                               Citibank, N.A., as Agent
                                               Two Penns Way, Suite 200
                                               New Castle, Delaware  19720
                                               Attention: Mr. Brian Maxwell
                                               Facsimile: (302) 894-6120


                                            CITIBANK, N.A., as APA Agent


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





<PAGE>

                                   SCHEDULE I

                                 PERMITTED LIENS


                  (a) Any purchase money Lien created by the Guarantor or any of
its Subsidiaries to secure all or part of the purchase price of any property (or
to secure a loan made to enable the Guarantor or any of its Subsidiaries to
acquire the property secured by such Lien), provided that the principal amount
of the Debt secured by any such Lien, together with all other Debt secured by a
Lien on such property, shall not exceed the purchase price of the property
acquired.

                  (b) Any Lien existing on any property at the time of the
acquisition thereof by the Guarantor or any of its Subsidiaries, whether or not
assumed by the Guarantor or any of its Subsidiaries, and any Lien on any
property acquired or constructed by the Guarantor or any of its Subsidiaries and
created not later than 12 months after (i) such acquisition or completion of
such construction or (ii) commencement of full operation of such property,
whichever is later; provided, however, that if assumed or created by the
Guarantor or any of its Subsidiaries, the principal amount of the Debt secured
by such Lien, together with all other Debt secured by a Lien on such property,
shall not exceed the purchase price of the property acquired and/or the cost of
the property constructed.

                  (c) Any Lien created or assumed by the Guarantor or any of its
Subsidiaries on any contract for the sale of any product or service or any
rights thereunder or any proceeds therefrom, including accounts and other
receivables, related to the operation or use of any property acquired or
constructed by the Guarantor or any of its Subsidiaries and created not later
than 12 months after (i) such acquisition or completion of such construction or
(ii) commencement of full operation of such property, whichever is later;
provided, however, that the principal amount of the Debt secured by such
mortgage together with all other Debt secured by any such contract, rights or
property, shall not exceed the purchase price of the property acquired and/or
the cost of the property constructed.

                  (d) Any Lien existing on any property of a Subsidiary of the
Guarantor at the time it becomes a Subsidiary of the Guarantor.

                  (e) Any refunding or extension of maturity, in whole or in
part, of any Lien created or assumed in accordance with the provisions of
paragraph (a), (b), (c) or (d) above or (j) below, provided that the principal
amount of the Debt secured by such refunding Lien or extended Lien shall not
exceed the principal amount of the Debt secured by the Lien to be refunded or
extended outstanding at the time of such refunding or extension and that such
refunding Lien or extended Lien shall be limited to the same property that
secured the Lien so refunded or extended.

                  (f) Mechanics' or materialmen's liens arising in the ordinary
course of business which are not more than 90 days past due or are being
contested in good faith by appropriate proceedings or any Lien arising by reason
of pledges or deposits to secure



                                     S-I-1
<PAGE>

payment of workmen's compensation or other insurance, good faith deposits in
connection with tenders or leases of real estate, bids or contracts (other than
contracts for the payment of money), in each case to secure obligations of the
Guarantor or any of its Subsidiaries.

                  (g) Deposits to secure public or statutory obligations,
deposits to secure or in lieu of surety, stay or appeal bonds and deposits as
security for the payment of taxes or assessments or other similar charges, in
each case to secure obligations of the Guarantor or any of its Subsidiaries;
provided, however, that the aggregate amount of obligations secured by Liens
permitted by this paragraph (g) shall not exceed 10% of Consolidated Tangible
Net Worth of the Guarantor.

                  (h) Any Lien arising by reason of deposits with or the giving
of any form of security to any governmental agency or any body created or
approved by law or governmental regulation for any purpose at any time as
required by law or governmental regulation (i) as a condition to the transaction
by the Guarantor or any of its Subsidiaries of any business or the exercise by
the Guarantor or any of its Subsidiaries of any privilege or license, (ii) to
enable the Guarantor or any of its Subsidiaries to maintain self-insurance or to
participate in any fund for liability on any insurance risks or (iii) in
connection with workmen's compensation, unemployment insurance, old age pensions
or other social security with respect to the Guarantor or any of its
Subsidiaries or to enable the Guarantor or any of its Subsidiaries to share in
the privileges or benefits required for companies participating in such
arrangements.

                  (i) Any Lien which is payable, both with respect to principal
and interest, solely out of the proceeds of oil, gas, coal or other minerals or
timber to be produced from the property subject thereto and to be sold or
delivered by the Guarantor or any of its Subsidiaries, including any interest of
the character commonly referred to as a "production payment".

                  (j) Any Lien created or assumed by a Subsidiary of the
Guarantor on oil, gas, coal or other mineral or timber property, owned or leased
by such Subsidiary to secure loans to such Subsidiary for the purposes of
developing such properties, including any interest of the character commonly
referred to as a "production payment"; provided, however, that neither the
Guarantor nor any other Subsidiary of the Guarantor shall assume or guarantee
such loans or otherwise be liable in respect thereto.

                  (k) Liens incurred in the ordinary course of business upon
rights-of-way.

                  (l) Undetermined mortgages and charges incidental to
construction or maintenance arising in the ordinary course of business which are
not more than 90 days past due or are being contested in good faith by
appropriate proceedings.

                  (m) The right reserved to, or vested in, any municipality or
governmental or other public authority or railroad by the terms of any right,
power, franchise, grant, license, permit or by any provision of law, to
terminate or to require annual or other periodic payments as a condition to the
continuance of such right, power, franchise, grant, license or permit.



                                     S-I-2
<PAGE>

                  (n) The Lien of taxes and assessments which are not at the
time delinquent.

                  (o) The Lien of specified taxes and assessments which are
delinquent but the validity of which is being contested in good faith by the
Guarantor or any of its Subsidiaries by appropriate proceedings and with respect
to which reserves in conformity with generally accepted accounting principles,
if required by such principles, have been provided on the books of the Guarantor
or the relevant Subsidiary of the Guarantor, as the case may be.

                  (p) The Lien reserved in leases entered into in the ordinary
course of business for rent and for compliance with the terms of the lease in
the case of real property leasehold estates.

                  (q) Defects and irregularities in the titles to any property
(including rights-of-way and easements) which are not material to the business,
assets, operations or financial condition of the Guarantor and its Subsidiaries
considered as a whole.

                  (r) Any Liens securing Debt neither assumed nor guaranteed by
the Guarantor or any of its Subsidiaries nor on which any of them customarily
pays interest, existing upon real estate or rights in or relating to real estate
(including rights-of-way and easements) acquired by the Guarantor or any of its
Subsidiaries for pipeline, metering station or right-of-way purposes, which
Liens were not created in anticipation of such acquisition and do not materially
impair the use of such property for the purposes for which it is held by the
Guarantor or such Subsidiary.

                  (s) Easements, exceptions or reservations in any property of
the Guarantor or any of its Subsidiaries granted or reserved in the ordinary
course of business for the purpose of pipelines, roads, telecommunication
equipment and cable, streets, alleys, highways, railroads, the removal of oil,
gas, coal or other minerals or timber, and other like purposes, or for the joint
or common use of real property, facilities and equipment, which do not
materially impair the use of such property for the purposes for which it is held
by the Guarantor or such Subsidiary.

                  (t) Rights reserved to or vested in any municipality or public
authority to control or regulate any property of the Guarantor or any of its
Subsidiaries, or to use such property in any manner which does not materially
impair the use of such property for the purposes for which it is held by the
Guarantor or such Subsidiary.

                  (u) Any obligations or duties, affecting the property of the
Guarantor or any of its Subsidiaries, to any municipality or public authority
with respect to any franchise, grant, license or permit.

                  (v) (i) The Liens of any judgments in an aggregate amount for
the Guarantor and all of its Subsidiaries not in excess of $5,000,000, execution
of which has not been stayed and (ii) the Liens of any judgments in an aggregate
amount for the Guarantor and all of its Subsidiaries not in excess of
$25,000,000, the execution of which has been stayed and which have been appealed
and secured, if necessary and permitted hereby, by the filing of an appeal bond.



                                     S-I-3
<PAGE>

                  (w) Zoning laws and ordinances.

                  (x) Any Lien existing on any office equipment, data processing
equipment (including computer and computer peripheral equipment), motor
vehicles, aircraft, marine vessels or similar transportation equipment.

                  (y) Any Lien consisting of interests in receivables in
connection with agreements for sales of receivables of any kind by the Guarantor
or any of its Subsidiaries for cash.

                  (z) Any Lien not permitted by paragraphs (a) through (y) above
or (aa) below securing Debt of the Guarantor and its Subsidiaries or securing
any Debt of the Guarantor and its Subsidiaries which constitutes a refunding or
extension of any such Debt if at the time of, and after giving effect to, the
creation or assumption of any such Lien, the sum of the aggregate of all Debt of
the Guarantor and its Subsidiaries secured by all such Liens not so permitted by
paragraphs (a) through (y) above or (aa) below plus the amount of Attributable
Obligations of the Guarantor and its Subsidiaries in respect of Sale and
Lease-Back Transactions permitted by Section 5.02(j) does not exceed 5% of the
sum of (i) Consolidated Tangible Net Worth of the Guarantor plus (ii) Debt of
the Guarantor and its Subsidiaries on a Consolidated basis.

                  (aa) Any overriding royalties or other rights of Pacific
Northwest Pipeline Corporation, a Delaware corporation ("Pacific") and Phillips
Petroleum Company ("Phillips") or their respective successors in interest under
a contract dated January 9, 1953, as amended, between Phillips and Pacific, to
which the Guarantor is successor in interest; and the obligations of the
Guarantor to surrender, transfer, release or reassign the leases or interests or
rights to which said instruments relate under the conditions and upon the
occurrence of the events specified in said instruments.

                  (bb) Any Lien created by the Guarantor or any of its
Subsidiaries on any contract (or any rights thereunder or proceeds therefrom)
providing for advances by the Guarantor or any of its Subsidiaries to finance
gas exploration and development, which Lien is created to secure only
indebtedness incurred to finance such advances.



                                     S-I-4
<PAGE>

                                    EXHIBIT A



               EXISTING LOANS AND INVESTMENTS IN WCG SUBSIDIARIES


Loan Agreement dated as of September 8, 1999 between Williams Communications,
Inc., as Borrower, and TWC, as Lender, filed as Exhibit 10.57 to WCG's Form
10-K/A for the fiscal year ended December 31, 1999.

Various immaterial intercompany receivables between TWC or its Subsidiaries and
the WCG Subsidiaries for services rendered, which are settled on a reasonably
prompt basis. Services are rendered to the WCG Subsidiaries by TWC or its
Subsidiaries pursuant to certain intercompany services agreements, all of which
are filed as exhibits to WCG's Form 10-K/A for the fiscal year ended December
31, 1999.

As of July 25, 2000, TWC's investment in WCG consists of 395,434,965 shares of
Class B common stock.




                                     S-I-5

</TEXT>
</DOCUMENT>
