<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>5
<FILENAME>d00961exv10w3.txt
<DESCRIPTION>$900,000,000 CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                    Exhibit 10.3

                                                                  EXECUTION COPY







                      AMENDED AND RESTATED CREDIT AGREEMENT

                          Dated as of October 31, 2002

                                      among

                          THE WILLIAMS COMPANIES, INC.

                                   as Borrower

                               CITICORP USA, INC.

                          as Agent and Collateral Agent

                              BANK OF AMERICA N.A.

                              as Syndication Agent

                                 CITIBANK, N.A.
                              BANK OF AMERICA N.A.
                             THE BANK OF NOVA SCOTIA

                                as Issuing Banks

                             THE BANKS NAMED HEREIN

                                    as Banks

                                    Arranger:

                            SALOMON SMITH BARNEY INC.



<PAGE>

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1. Certain Defined Terms.............................................1

SECTION 1.2. Computation of Time Periods......................................26

SECTION 1.3. Accounting Terms.................................................26

SECTION 1.4. Miscellaneous....................................................26

SECTION 1.5. Ratings..........................................................27

                                   ARTICLE II
                   AMOUNTS AND TERMS OF THE LETTERS OF CREDIT

SECTION 2.1. Fees.............................................................27

SECTION 2.2. Reduction of the Commitments.....................................28

SECTION 2.3. Prepayments......................................................28

SECTION 2.4. Increased Costs..................................................31

SECTION 2.5. Payments and Computations........................................32

SECTION 2.6. Taxes............................................................33

SECTION 2.7. Sharing of Payments, Etc.........................................36

SECTION 2.8. Optional Termination.............................................36

SECTION 2.9. Extension of Termination Date....................................37

SECTION 2.10. Letter of Credit Facility.......................................37

                                   ARTICLE III
                                   CONDITIONS

SECTION 3.1. Conditions Precedent to Effectiveness of Agreement...............41

SECTION 3.2. Conditions Precedent to an Issuance of a Letter of Credit........42

SECTION 3.3. Special Condition to Effectiveness of Certain Provisions.........43


                                       i

<PAGE>

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

SECTION 4.1. Representations and Warranties of the Borrower...................43

                                    ARTICLE V
                            COVENANTS OF THE BORROWER

SECTION 5.1. Affirmative Covenants............................................48

SECTION 5.2. Negative Covenants...............................................54

                                   ARTICLE VI
                                EVENTS OF DEFAULT

SECTION 6.1. Events of Default................................................64

SECTION 6.2. LC Cash Collateral Accounts......................................67

                                   ARTICLE VII
                             [Intentionally Omitted]

                                  ARTICLE VIII
             THE AGENT; ISSUING BANKS; The collateral Agent; OTHERS

SECTION 8.1. Agent's Authorization and Action.................................67

SECTION 8.2. Agent's Reliance, Etc............................................68

SECTION 8.3. Issuing Banks' Reliance, Etc.....................................68

SECTION 8.4. Rights...........................................................69

SECTION 8.5. [Intentionally Omitted]..........................................69

SECTION 8.6. Indemnification..................................................69

SECTION 8.7. Successor Agent..................................................70

SECTION 8.8. Collateral Agent's Authorization and Action......................70

SECTION 8.9. Collateral Agent's Reliance, Etc.................................70

SECTION 8.10. Collateral Agent and Its Affiliates.............................71

SECTION 8.11. Bank Credit Decision............................................71

SECTION 8.12. Certain Rights of the Collateral Agent..........................71


                                       ii

<PAGE>

SECTION 8.13. Collateral Agent Indemnification................................72

SECTION 8.14. Successor Collateral Agent......................................72

SECTION 8.15. Other Agents; the Arranger......................................73

                                   ARTICLE IX
                                  MISCELLANEOUS

SECTION 9.1. Amendments, Etc..................................................73

SECTION 9.2. Notices, Etc.....................................................73

SECTION 9.3. No Waiver; Remedies..............................................74

SECTION 9.4. Costs and Expenses...............................................74

SECTION 9.5. Right of Set-off.................................................75

SECTION 9.6. Binding Effect; Transfers........................................75

SECTION 9.7. Judgment Currency................................................79

SECTION 9.8. Governing Law....................................................79

SECTION 9.9. Interest.........................................................79

SECTION 9.10. Execution in Counterparts.......................................80

SECTION 9.11. Survival of Agreements, Representations and Warranties, Etc.....80

SECTION 9.12. [INTENTIONALLY OMITTED.]........................................80

SECTION 9.13. Confidentiality.................................................80

SECTION 9.14. Waiver of Jury Trial............................................81

SECTION 9.15. Forum Selection and Consent to Jurisdiction.....................81

SECTION 9.16. Existing Defaults of No Effect..................................82


                                      iii

<PAGE>

                             Schedules and Exhibits

Schedule I    -        Bank Information
Schedule II   -        Notice Information for Borrower
Schedule III  -        Permitted Liens
Schedule IV   -        Commitments
Schedule V    -        Rating Categories
Schedule VI   -        Existing Projects
Schedule VII  -        [Intentionally Omitted]
Schedule VIII -        [Intentionally Omitted]
Schedule IX   -        Liens Securing Existing Debt/Obligations
Schedule X    -        Midstream Subsidiaries
Schedule XI   -        Progeny Facilities
Schedule XII  -        Post-Closing Items
Schedule XIII -        Outstanding Letters of Credit
Schedule XIV  -        Permitted Dispositions
Schedule XV   -        Additional Public Filing
Schedule XVI  -        Storage Lease



Exhibit A     -        Opinion of William G. von Glahn
Exhibit B-1   -        Opinion of New York Counsel (Enforceability)
Exhibit B-2   -        Opinion of New York Counsel (Perfection)
Exhibit C     -        Existing Loans and Investments in WCG Subsidiaries
Exhibit D     -        Form of Transfer Agreement
Exhibit E     -        Notice of Letter of Credit
Exhibit F     -        Form of Security Agreement
Exhibit G     -        Form of LLC Guaranty
Exhibit H     -        Form of Midstream Guaranty
Exhibit I     -        Form of Pledge Agreement
Exhibit J     -        Form of Holdings Guaranty




                                       iv

<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT

          This Amended and Restated Credit Agreement, dated as of October 31,
2002 (amending and restating the Credit Agreement dated as of July 31, 2002 (the
"Existing Credit Agreement") and as may be further amended, modified,
supplemented, renewed, extended or restated from time to time, this
"Agreement"), is by and among The Williams Companies, Inc., the various lenders
as are or may become parties hereto; the Issuing Banks, and Citicorp USA, Inc.,
as Agent and Collateral Agent. In consideration of the mutual covenants and
agreements contained herein, the Borrower, the Agent, the Collateral Agent, the
Issuing Banks and the Banks hereby agree as set forth herein.

                             PRELIMINARY STATEMENTS

          WHEREAS, the Borrower, the Banks, the U.S. Issuing Banks, the
Collateral Agent and the Agent have entered into the Existing Credit Agreement
whereby the Borrower has been entitled from time to time to request that an
Issuing Bank issue Letters of Credit pursuant to the terms and conditions and in
the amounts set forth therein.

          WHEREAS, each Issuing Bank is willing, on the terms and subject to the
conditions hereinafter set forth (including Article III), to issue Letters of
Credit and each Bank is willing to hold a participation interest in such Letters
of Credit on the terms and subject to the conditions hereinafter set forth
(including Article III).

          NOW, THEREFORE, the parties hereto have agreed to amend and restate
the Existing Credit Agreement, and the Existing Credit Agreement is hereby
amended and restated in its entirety as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

          SECTION 1.1. Certain Defined Terms. As used in this Agreement, the
following terms shall have the following meanings (such meanings to be equally
applicable to both the singular and plural forms of the terms defined):

          "Acceptable Security Interest" in any property shall mean a Lien
     granted pursuant to a Credit Document (a) which exists in favor of the
     Collateral Trustee for the benefit of itself and other parties, as more
     fully described in the Collateral Trust Agreement, (b) which is superior to
     all other Liens, except Permitted Liens, (c) which secures (i) the "Secured
     Obligations" as defined in the Security Agreement (d) which is perfected
     and is enforceable the Collateral Trustee for the benefit of itself and
     other parties, as more fully described in the Collateral Trust Agreement,
     against all other Persons in preference to any rights of any such other
     Person therein (other than Permitted Liens); provided that such Lien may be
     subject to the Agreed Exceptions.

          "Additional Mortgage" has the meaning specified in Section 5.1(f).

<PAGE>

          "Agent" means Citicorp USA, Inc. in its capacity as agent pursuant to
     Article VIII hereof and any successor Agent pursuant to Section 8.7.

          "Agreed Exceptions" means exceptions to title to be set forth in the
     Mortgage that are customary in similar mortgages, do not materially detract
     from the value of the assets covered thereby, do not secure Debt and arise
     in the ordinary course of business.

          "Agreement" has the meaning specified in the first paragraph of this
     Agreement.

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

          "Applicable Issued LC Margin" means, for purposes of Section
     2.1(b)(ii), the rate per annum set forth in Schedule V under the heading
     "Applicable Issued LC Margin" for the relevant Rating Category applicable
     to the Borrower from time to time, and the Applicable Issued LC Margin for
     purposes of Section 2.1(b)(ii) shall change when and as the relevant
     applicable Rating Category changes, provided that for each day on which the
     aggregate stated amount of the Letters of Credit issued and outstanding
     hereunder is equal to or greater than 25% of the aggregate amount of the
     total Letter of Credit Commitments hereunder, the Applicable Issued LC
     Margin for the Borrower shall be increased by 0.250% for such day.

          "Applicable LC Commitment Margin" means, for purposes of Section
     2.1(b)(ii), the rate per annum set forth in Schedule V under the heading
     "Applicable LC Commitment Margin" for the relevant Rating Category
     applicable to the Borrower from time to time, and the Applicable LC
     Commitment Margin for purposes of Section 2.1(b)(ii) shall change when and
     as the relevant applicable Rating Category changes.

          "Arctic Fox Capital Contribution" means the transfer of the Equity
     Interests of Williams Energy (Canada), Inc. from Williams GmbH, in the form
     of a dividend, up through certain other Subsidiaries, to the Borrower, and
     by the Borrower in the form of a capital contribution to Arctic Fox Assets,
     L.L.C. ("Arctic Fox") as required by, and in accordance with, Amendment No.
     3 to Certain Operative Documents and Consents dated as of October 31, 2002,
     among, inter alia, the Borrower and Arctic Fox.

          "Arranger" means Salomon Smith Barney Inc.

          "Asset" or "property" (in each case, whether or not capitalized) means
     any right, title or interest in any kind of property or asset, whether
     real, personal or mixed, and whether tangible or intangible.

          "Attributable Obligation" of any Person means, with respect to any
     Sale and Lease-Back Transaction of such Person as of any particular time,
     the present value at such time discounted at the rate of interest implicit
     in the terms of the lease of the obligations of the lessee under such lease
     for net rental payments during the remaining term of the lease (including
     any period for which such lease has been extended or may, at the option of
     such Person, be extended).


                                       2

<PAGE>

          "Banks" means the lenders listed on the signature pages hereof and
     each other Person that becomes a Bank pursuant to the last sentence of
     Section 9.6(a).

          "Barrett" means, collectively, RMT and its Subsidiaries.

          "Barrett Loan" means the loans made pursuant to the Barrett Loan
     Agreement.

          "Barrett Loan Agreement" means the Credit Agreement, dated as of July
     31, 2002, among the Borrower, RMT LLC, RMT, the Lenders party thereto from
     time to time, Lehman Brothers Inc., as Arranger, and Lehman Commercial
     Paper Inc., as Syndication Agent and as Administrative Agent and the Loan
     Documents (as defined therein).

          "Base Rate" means a fluctuating interest rate per annum as shall be in
     effect from time to time which rate per annum shall at all times be equal
     to the highest of:

               (a) the rate of interest announced publicly by Citibank in New
          York, New York, from time to time, as Citibank's base rate;

               (b) the sum (adjusted to the nearest 1/4 of 1% or, if there is no
          nearest 1/4 of 1%, to the next higher 1/4 of 1%) of (i) 1/2 of 1
          percent per annum plus (ii) the rate obtained by dividing (A) the
          latest three-week moving average of secondary market morning offering
          rates in the United States for three-month certificates of deposit of
          major United States money market banks, such three-week moving average
          (adjusted to the basis of a year of 360 days) being determined weekly
          on each Monday (or, if such day is not a Business Day, on the next
          succeeding Business Day) for the three week period ending on the
          previous Friday by Citibank on the basis of such rates reported by
          certificate of deposit dealers to and published by the Federal Reserve
          Bank of New York or, if such publication shall be suspended or
          terminated, on the basis of quotations for such rates received by
          Citibank from three New York certificate of deposit dealers of
          recognized standing selected by Citibank, by (B) a percentage equal to
          100% minus the average of the daily percentages specified during such
          three week period by the Federal Reserve Board for determining the
          maximum reserve requirement (including, but not limited to, any
          emergency, supplemental or other marginal reserve requirement) for
          Citibank with respect to liabilities consisting of or including (among
          other liabilities) three-month Dollar non-personal time deposits in
          the United States, plus (iii) the average during such three-week
          period of the annual assessment rates estimated by Citibank for
          determining the then current annual assessment payable by Citibank to
          the Federal Deposit Insurance Corporation (or any successor) for
          insuring Dollar deposits of Citibank in the United States; and

               (c) the sum of 1/2 of one percent per annum plus the Federal
          Funds Rate in effect from time to time.

          "Borrower" means TWC.


                                       3

<PAGE>

          "Business Day" means a day of the year on which banks are not required
     or authorized to close in New York City or Toronto, Canada.

          "Business Entity" means a partnership, limited partnership, limited
     liability partnership, corporation (including a business trust), limited
     liability company, unlimited liability company, joint stock company, trust,
     unincorporated association, joint venture or other entity.

          "California Proceedings" means the proceedings with or in the State of
     California, as described in more detail on the Form 10-Q for the quarterly
     period ended June 30, 2002, filed by the Borrower with the Securities and
     Exchange Commission on August 14, 2002.

          "Canadian Dollar L/C Commitment" of any Issuing Bank means, at any
     time, the amount set opposite such Bank's name on Schedule IV under the
     heading "Canadian Dollar L/C Commitments" or as reflected for such Bank in
     the relevant Transfer Agreement to which it is a party, as such amount may
     be terminated, reduced or increased pursuant to Section 2.2, Section 2.8,
     Section 6.1 or Section 9.6(a).

          "Canadian Dollars" and "C$" means the lawful money of Canada.

          "Canadian Issuing Bank" means The Bank of Nova Scotia.

          "Canadian Letter of Credit" means any Letter of Credit payable in
     Canadian Dollars.

          "Capital Lease" means a lease that in accordance with generally
     acceptable accounting principles must be reflected on a company's balance
     sheet as an asset and corresponding liability.

          "Cardinal Pipeline System" means that intrastate natural gas pipeline
     system doing business under that name located in the State of North
     Carolina, in which the Borrower indirectly owned a 45% interest on July 31,
     2002.

          "Cash Collateralize" means, with respect to a Letter of Credit, the
     deposit in Dollars of immediately available funds into an LC Cash
     Collateral Account in an amount equal to the stated amount of (or the U.S.
     Dollar Equivalent thereof, in the case of Canadian Letters of Credit), and
     all Letter of Credit fees related to, such Letter of Credit.

          "Cash Flow" means, for any period, the Consolidated cash flow from
     operations of the Borrower and its Consolidated Subsidiaries for such
     period determined in accordance with generally accepted accounting
     principles; provided that in determining such Consolidated cash flow from
     operations, there shall be excluded therefrom (to the extent otherwise
     included therein) (a) any positive cash flow from operations of any Person
     (including Project Financing Subsidiaries) subject to any restriction
     prohibiting the distribution of cash to the Borrower or any of its
     Consolidated Subsidiaries, except and then only to the extent of the amount
     thereof that the Borrower or any of its Consolidated Subsidiaries actually
     receives or has the right to receive (within the limits


                                       4

<PAGE>

     of such restrictions) during such period, (b) proceeds resulting from the
     sale, transfer or other disposition of any property by the Borrower or its
     Consolidated Subsidiaries (other than sales, transfers and other
     dispositions in the ordinary course of business), (c) all other
     extraordinary items, (d) any item constituting the cumulative effect of a
     change in accounting principles, prior to applicable income taxes, (e)
     repayment of the WCG Synthetic Lease and (f) for the third Fiscal Quarter
     of 2002 only, margin and capital or adequate assurances relating to its
     refining and marketing and EMT.

          "Cash Equivalents" means any of the following, to the extent owned by
     the Borrower or any of its Subsidiaries free and clear of all Liens other
     than Permitted Liens and having a maturity of not greater than 270 days
     from the date of acquisition thereof: (a) readily marketable direct
     obligations of the Government of the United States or any agency or
     instrumentality thereof or obligations unconditionally guaranteed by the
     full faith and credit of the Government of the United States, (b) insured
     certificates of deposit of or time deposits with any commercial bank that
     is a Bank or a member of the Federal Reserve System, issues (or the parent
     of which issues) commercial paper rated as described in clause (c) below,
     is organized under the laws of the United States or any State thereof and
     has combined capital and surplus of at least $1 billion or (c) commercial
     paper in an aggregate amount of no more than $500,000,000, per issuer
     outstanding at any time, issued by any corporation organized under the laws
     of any State of the United States and rated at least "Prime-1" (or the then
     equivalent grade) by Moody's or "A-1" (or the then equivalent grade) by
     S&P.

          "Castle Partnership Agreement" means the Amended and Restated
     Agreement of Limited Partnership of Castle Associates L.P., dated as of
     December 23, 1998, by and among Garrison, L.L.C., a Delaware limited
     liability company, Laughton, L.L.C., a Delaware limited liability company,
     and Colchester LLC, a Delaware limited liability company, as amended,
     supplemented, amended and restated or otherwise modified from time to time.

          "Castle Transaction" means the purchase by TWC of the limited
     partnership interest in Castle Associates, L.P. ("Castle"), a Delaware
     partnership held by Colchester LLC, a Delaware limited liability company.

          "Citibank" means Citibank, N.A.

          "Citicorp" means Citicorp USA, Inc.

          "Code" means, as appropriate, the Internal Revenue Code of 1986, as
     amended, or any successor federal tax code, and any reference to any
     statutory provision shall be deemed to be a reference to any successor
     provision or provisions.

          "Collateral" means all personal and real property comprising the
     Midstream Assets of the Borrower, each Guarantor and each of the Midstream
     Subsidiaries (but excluding agreements that make up the Trading Book to the
     extent relating to contracts to which EMT is a party) whether now owned or
     hereafter acquired and all other property subject to a Lien for the benefit
     of the Banks in accordance with the terms of any Credit


                                       5

<PAGE>

     Document; provided that no real or personal property of RMT LLC or its
     Subsidiaries (including, without limitation, the RMT Equity Interests) or
     real or personal property of WGPC shall be included as "Collateral";
     provided with respect to oil of Williams Alaska Petroleum, Inc. ("WAPI")
     that is transported through the Trans-Alaska Pipeline System, the security
     interest in such oil shall attach only at the time such oil is delivered to
     WAPI through the Trans-Alaska Pipeline System at the outlet flange
     measuring device located at North Pole, Alaska.

          "Collateral Account" means a deposit account of the Borrower which
     meets each of the following requirements: (i) with a commercial banking
     institution that is a member of the Federal Reserve System, has its
     short-term deposits rated A- or higher by Moody's or S&P and has a combined
     capital, surplus and undivided profits of not less than $1,000,000,000,
     (ii) over which the Borrower has no control, (iii) in which an Acceptable
     Security Interest exists, (iv) as to which (if not held with the Collateral
     Agent) Borrower has complied with Sections 3.1 and 3.6 of the Security
     Agreement, and (v) deposits in which, if invested, may be invested only in
     those investments permitted under Sections 5.2(h) and (o).

          "Collateral Agent" means Citicorp in its capacity as Collateral Agent
     pursuant to Article VIII and any successor in such capacity pursuant to
     Section 8.14.

          "Collateral Trust Agreement" means the Collateral Trust Agreement
     dated as of July 31, 2002 by and among the Company, several of its
     Subsidiaries and Citibank N.A., as Collateral Trustee, which Collateral
     Trust Agreement provides for certain collateral to be held by such
     Collateral Trustee for the benefit of the Banks, Issuing Banks and agents
     under this Agreement, the lenders, issuing banks and agents under the
     Multiyear Williams Credit Agreement and the holders of certain public debt
     of TWC issued pursuant to that certain (i) Indenture between MAPCO Inc., as
     Issuer, and Bankers Trust Company, as Trustee dated March 31, 1990 and (ii)
     Indenture between Transco Energy Company, as Issuer, and Bankers Trust
     Company, as Trustee dated May 1, 1990.

          "Collateral Trustee" means Citibank, N.A., in its capacity as
     Collateral Trustee under the terms of the Collateral Trust Agreement and
     its successors or assigns appointed pursuant to Article 5 of the Collateral
     Trust Agreement.

          "Consolidated" refers to the consolidation of the accounts of any
     Person and its consolidated subsidiaries in accordance with generally
     accepted accounting principles.

          "Consolidated Net Worth" of any Person means the Net Worth of such
     Person and its Consolidated Subsidiaries on a Consolidated basis plus, in
     the case of the Borrower, the Designated Minority Interests to the extent
     not otherwise included; provided that in no event shall the value ascribed
     to Designated Minority Interests for the Consolidated Subsidiaries of the
     Borrower described in clauses (i) through (v), (vii) and (viii) of the
     definition of "Designated Minority Interests" below exceed $136,892,000 in
     the aggregate for the purposes of this definition. As used in this
     definition, "Designated Minority Interests" means, as of any date of
     determination, the total value, determined in accordance with generally
     accepted accounting principles, of the minority interests of


                                       6

<PAGE>

     Persons other than the Borrower and Consolidated Subsidiaries of the
     Borrower in the following Subsidiaries of the Borrower: (i) El Furrial,
     (ii) PIGAP II, (iii) Nebraska Energy, (iv) Seminole, (v) American Soda,
     (vi) the Midstream Asset MLP, (vii) Apco Argentina, Inc. and (viii) other
     Subsidiaries with a value not to exceed in the aggregate $9,000,000 for
     such other Subsidiaries not referred to in items (i) through (vii);
     provided that minority interests which provide for a stated preferred
     cumulative return shall not be included in "Designated Minority Interests".

          "Consolidated Subsidiaries" of any Person means all other Persons the
     financial statements of which are consolidated with those of such Person in
     accordance with generally accepted accounting principles. For the avoidance
     of doubt, as of the date of this Agreement, the MLP and its Subsidiaries
     shall be "Consolidated Subsidiaries" of the Borrower.

          "Consolidated Tangible Net Worth" of any Person means the Tangible Net
     Worth of such Person and its Consolidated Subsidiaries on a Consolidated
     basis.

          "Credit Documents" means this Agreement, the Security Documents, the
     Letter of Credit Documents, each Letter of Credit, all documents,
     instruments, agreements, certificates and notices at any time executed
     and/or delivered to the Agent, the Collateral Agent, the Collateral
     Trustee, the Surety Administrative Agent, any Issuing Bank, or any Bank in
     connection therewith.

          "Debt" means, in the case of any Person, the principal or equivalent
     amount (without duplication) of (i) indebtedness of such Person for
     borrowed money, (ii) obligations of such Person evidenced by bonds,
     debentures, notes or similar instruments, (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) obligations of such Person as lessee under leases
     that are, in accordance with generally accepted accounting principles,
     recorded as capital leases, (v) payments necessary to exercise a purchase
     option with respect to the property used by such Person and encumbered by a
     Synthetic Lease with such Person as lessee, excluding any portion of such
     amount representing accrued interest, transfer taxes or other ancillary
     items, (vi) obligations of such Person under any Financing Transaction,
     (vii) indebtedness incurred after July 31, 2002 of the Subsidiaries of such
     Person, and indebtedness incurred after the date of this Agreement of any
     other entity that has been created or utilized, directly or indirectly, for
     financing purposes of such Person or any of its Subsidiaries, (viii)
     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 (vii) of this
     definition, (ix) indebtedness or obligations of others of the kinds
     referred to in clauses (i) through (viii) of this definition secured by any
     Lien on or in respect of any property of such Person and (x) any
     Attributable Obligations of such Person; provided, however, that Debt shall
     not include (w) any obligations of the Borrower in respect of the FELINE
     PACS; (x) any obligations of the Borrower or its Subsidiaries in respect of
     the WCG Note Trust Bonds; (y) Non-Recourse Debt; (z) Performance
     Guaranties, (aa) monetary obligations or guaranties of


                                       7

<PAGE>

     monetary obligations of Persons as lessee under leases (other than, to the
     extent provided herein above, Synthetic Leases) that are, in accordance
     with generally accepted accounting principles, recorded as operating leases
     and (bb) guarantees by such Person of obligations of others which are not
     obligations described in clauses (i) through (x) of this definition, and
     provided further that where any such indebtedness or obligation of such
     Person is made jointly, or jointly and severally, with any third party or
     parties other than any Subsidiary of such Person, the amount thereof for
     the purpose of this definition only shall be the pro rata portion thereof
     payable by such Person, so long as such third party or parties have not
     defaulted on its or their joint and several portions thereof and can
     reasonably be expected to perform its or their obligations thereunder. For
     the avoidance of doubt, "Debt" shall include, without duplication, the
     principal amount of the obligations of the Borrower hereunder in respect of
     the Letters of Credit that have been drawn upon by the beneficiaries to the
     extent of the amount drawn.

          "Deepwater Assets" shall have the meaning given such term in Item 8 of
     Schedule XIV hereto.

          "Deepwater JV" means any Person to whom any Deepwater Assets have been
     transferred in connection with the formation of such Person and in which
     the Borrower or any of its Subsidiaries has retained an Equity Interest.

          "Deepwater Transactions" means, collectively, the transactions
     consummated in connection with (i) that certain Second Amended and Restated
     Participation Agreement dated January 28, 2002 by and among Williams Field
     Services - Gulf Coast Company, L.P., as Lessee, Williams Field Services
     Company, as Construction Agent, TWC, as Guarantor, Wells Fargo Bank
     Northwest, National Association, (f/k/a First Security Bank, National
     Association), as Certificate Trustee, Wells Fargo Bank Nevada, N.A.,
     (successor to First Security Trust Company of Nevada), as Collateral Agent,
     the Certificate Holders, Hatteras Funding Corporation, as CP Lender, the
     Facility Lenders, Bank of America, National Association, as Administrative
     Agent and Administrator, Banc of America Facilities Leasing, L.L.C., as
     Arranger, Bank of Nova Scotia, as Syndication Agent, and Credit Agricole
     Indosuez, as Documentation Agent and/or (ii) that certain Second Amended
     and Restated Participation Agreement dated January 28, 2002 by and among
     Williams Oil Gathering, L.L.C., as Lessee, Williams Field Services Company,
     as Construction Agent, TWC, as Guarantor, Wells Fargo Bank Northwest,
     National Association, (f/k/a First Security Bank, National Association), as
     Certificate Trustee, Wells Fargo Bank Nevada, N.A., (successor to First
     Security Trust Company of Nevada), as Collateral Agent, the Certificate
     Holders, Hatteras Funding Corporation, as CP Lender, the Facility Lenders,
     Bank of America, National Association, as Administrative Agent and
     Administrator, Banc of America Facilities Leasing, L.L.C., as Arranger,
     Bank of Nova Scotia, as Syndication Agent, and Credit Agricole Indosuez, as
     Documentation Agent.

          "Default" means any event or condition that, upon the giving of notice
     or passage of time or both, if required by Section 6.1, would constitute an
     Event of Default.


                                       8

<PAGE>

          "Designated Midstream Subsidiaries" means Nebraska Energy; Rio Grande
     Pipeline Company; Baton Rouge Fractionators, L.L.C.; Williams Lynxs Alaska
     CargoPort, L.L.C.; Tri-States NGL Pipeline, L.L.C; WILPRISE Pipeline
     Company, L.L.C.; Williams Alaska Air Cargo Properties, L.L.C.; NewGP;
     WilJet, L.L.C.; Longhorn Partners GP, L.L.C.; Longhorn Partners Pipeline,
     L.P.; Mapletree, LLC; E-Birchtree, LLC; and E-Oaktree, LLC.


          "Designated Minority Interests" has the meaning specified in the
     definition of "Consolidated Net Worth".

          "Designating Bank" has the meaning specified in Section 9.6(g).

          "Dollars" and "$" means lawful money of the United States of America.

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

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

          "Eligible Assignee" means (i) any Bank, (ii) any affiliate of any
     Bank, and (iii) any other Person not covered by clause (i) or (ii) of this
     definition that is consented to by the Borrower, the Agent and the Issuing
     Banks (which consents shall not be unreasonably withheld); provided that if
     any Default or Event of Default has occurred and is continuing, no consent
     of the Borrower shall be required; provided further that neither the
     Borrower nor any affiliate of the Borrower shall be an Eligible Assignee.

          "EMT" means Williams Energy Marketing & Trading Company.

          "Environment" shall have the meaning set forth in 42 U.S.C. ss.
     9601(8) or any successor statute and "Environmental" shall mean pertaining
     or relating to the Environment.

          "Environmental Permits" mean any and all material permits, licenses,
     registrations, exemptions and any other authorization required under any
     Environmental Protection Statutes.

          "Environmental Protection Statute" shall mean any United States local,
     state or federal, or any foreign, law, statute, regulation, order, consent
     decree or other agreement or Governmental Requirement arising from or in
     connection with or relating to the protection or regulation of the
     Environment, including those laws, statutes, regulations, orders, decrees,
     agreements and other Governmental Requirements 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.


                                       9

<PAGE>

          "Equity Interests" means any capital stock, partnership, joint
     venture, member or limited liability or unlimited liability company
     interest, beneficial interest in a trust or similar entity or other equity
     interest or investment of whatever nature.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
     amended from time to time, and the regulations promulgated and rulings
     issued thereunder from time to time.

          "ERISA Affiliate" means any trade or business (whether or not
     incorporated) which is a member of a group of which the Borrower is a
     member and which is under common control within the meaning of Section 414
     of the Code and the regulations promulgated thereunder.

          "Eurocurrency Liabilities" has the meaning assigned to that term in
     Regulation D of the Federal Reserve Board, as in effect from time to time.

          "Events of Default" has the meaning specified in Section 6.1.

          "Excluded Collateral" means (i) all property owned by RMT LLC or its
     Subsidiaries (including, without limitation, the RMT Equity Interests),
     WGPC and the Designated Midstream Subsidiaries, (ii) subject to Section
     5.1(f), all personal and real property owned by the Restricted Midstream
     Subsidiaries, (iii) the Excluded Equity Interests, (iv) except to the
     extent currently subject to an Acceptable Security Interest, the Refineries
     (subject to the requirements set forth in Section 5.1(e)), (v) the Mapco
     Office Building, (vi) the agreements that make up the Trading Book but only
     to the extent relating to contracts to which EMT is a party and (vii) any
     property of Williams Field Services Company to the extent that such
     property constitutes "Leased Property" (as such term is defined on even
     date herewith in the Deepwater Transactions).

          "Excluded Equity Interests" means (i) the Equity Interests in each of
     the Designated Midstream Subsidiaries (other than the Equity Interests of
     Williams Energy Services, LLC and Williams Natural Gas Liquids, Inc.);
     provided, however, as to each Designated Midstream Subsidiary, at such time
     as the Borrower or any of its Subsidiaries obtain the consents provided for
     in Paragraph 13 of Schedule XII the Equity Interest of such Designated
     Midstream Subsidiary shall cease to be an "Excluded Equity Interest" and
     (ii) subject to Section 5.1(f), the Equity Interest in each of the
     Restricted Midstream Subsidiaries.

          "Existing Credit Agreement" has the meaning specified in the recitals
     to this Agreement.

          "Federal Funds Rate" means, for any day, a fluctuating interest rate
     per annum equal for such day to the weighted average of the rates on
     overnight federal funds transactions with members of the Federal Reserve
     System arranged by federal funds brokers, as published for such day (or, if
     such day is not a Business Day, for the next preceding Business Day) by the
     Federal Reserve Bank of New York, or, if such rate is not so published for
     any day which is a Business Day, the average of the quotations for


                                       10

<PAGE>

     such day on such transactions received by the Agent from three federal
     funds brokers of recognized standing selected by it.

          "Federal Reserve Board" means the Board of Governors of the Federal
     Reserve System, or any federal agency or authority of the United States
     from time to time succeeding to its function.

          "FELINE PACS" means those certain units, as described in the
     Borrower's prospectus supplement dated January 7, 2002, issued by the
     Borrower in January, 2002 in an aggregate face amount of $1,100,000,000.

          "Financing Transaction" means, with respect to any Person, any
     individual or group of related Persons (i) prepaid forward sales of oil,
     gas, minerals or other assets by such Person, (ii) interest rate, currency,
     commodity or other swaps, collars, caps, options or other derivatives or
     (iii) sales or transfers of assets, the primary effect of which or an
     important purpose of which is to receive money or credit in advance coupled
     with an obligation to repay or perform in the future to effect repayment
     thereof, including any contract monetization or production payment.
     Notwithstanding the foregoing, the following transactions, if entered into
     in the ordinary course of business by the Borrower or any of its affiliates
     and otherwise permitted hereunder, shall be deemed not to be Financing
     Transactions: (a) sales or exchanges of property fully delivered within 90
     days of receipt of the first payment by a counterparty therefor, (b)
     interest rate, currency, commodity or other swaps, collars, caps, options
     or other derivatives (including prepayment of forward sales of property to
     a counterparty of the Borrower or any of its affiliates to hedge against
     risks in the ordinary course of business, provided that the forward
     delivery obligation with respect to the property sold must be fully
     performed within 120 days), and (c) "riskless" forward sales or exchanges
     of property whereby a third party guarantees the performance obligations of
     the Borrower or any of its affiliates to deliver such property without
     subrogation or other recourse against the Borrower or any of its affiliates
     by any party to the transaction. The term "contract monetization" as used
     in this definition means the acceleration of cash flows a contract party
     expects to receive from such contract pursuant to which the contract party
     retains a significant ongoing obligation to perform, but shall in any event
     exclude transactions commonly referred to as securitizations. The term
     "production payment" as used in this definition means a limited-term
     non-cost bearing right to receive produced hydrocarbons or the proceeds
     therefrom satisfiable in cash or in kind up to an aggregate defined amount
     of cash and/or hydrocarbons.

          "Fiscal Quarter" means any quarter of a Fiscal Year.

          "Fiscal Year" means any period of twelve consecutive calendar months
     ending on December 31; references to a Fiscal Year with a number
     corresponding to any calendar year (e.g., the "2002 Fiscal Year") refer to
     the Fiscal Year ending on December 31 of such calendar year.

          "Fitch" means Fitch, Inc.


                                       11

<PAGE>

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

          "Governmental Requirements" means all judgments, orders, writs,
     injunctions, decrees, awards, laws, ordinances, statutes, regulations,
     rules, franchises, permits, certificates, licenses, authorizations and the
     like and any other requirements of any government or any commission, board,
     court, agency, instrumentality or political subdivision thereof.

          "Guaranties" means, collectively, the LLC Guaranty, the Midstream
     Guaranty and the Holdings Guaranty.

          "Guarantor" and "Guarantors" means, individually and collectively, as
     applicable, RMT LLC, WGPC, EMT and each of the Midstream Subsidiaries.

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

          "Hazardous Waste" shall have the meaning set forth in 42 U.S.C. ss.
     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. ss. 261.3).

          "Hedge Agreements" means interest rate swap, cap or collar agreements,
     interest rate future or option contracts, currency swap agreements,
     currency future or option contracts and other hedging obligations.

          "Holdings Guaranty" means a Guaranty executed by RMT LLC in
     substantially the form of Exhibit J, as amended, supplemented or modified
     from time to time.

          "Hydrocarbons" (whether or not capitalized) means oil, gas, casinghead
     gas, condensate, distillate, and liquid hydrocarbons.

          "Indemnified Parties" has the meaning assigned to such term in Section
     9.4(b).

          "Insufficiency" means, with respect to any Plan, the amount, if any,
     by which the present value of the vested benefits under such Plan exceeds
     the fair market value of the assets of such Plan allocable to such
     benefits.

          "Interest Expense" means, for any period, the gross interest expense
     (determined in accordance with generally accepted accounting principles) of
     the Borrower and its Consolidated Subsidiaries accrued for such period,
     including that attributable to the capitalized amount of obligations owing
     under Capital Leases, all debt discount amortized in such period and all
     commissions, discounts and other fees and charges owed with respect to
     letters of credit and bankers' acceptance financing, net of interest income


                                       12

<PAGE>

     (determined in accordance with generally accepted accounting principles) of
     the Borrower and its Consolidated Subsidiaries, but excluding such interest
     expense, debt discount, commissions, discounts and other fees and charges
     and interest income to the extent attributable to the Non-Recourse Debt of
     Project Financing Subsidiaries; provided that interest expense incurred in
     connection with the WCG Note Trust Bonds shall be excluded from this
     definition.

          "Investment" in any Person means any loan or advance to such Person,
     any purchase or other acquisition of any Equity Interests or Debt or the
     assets comprising a division or business unit or a substantial part or all
     of the business of such Person, any capital contribution to such Person or
     any other direct or indirect investment in such Person, including, without
     limitation, any acquisition by way of a merger or consolidation and any
     arrangement pursuant to which the investor incurs Debt of the types
     referred to in clause (viii) or (ix) of the definition of "Debt" in respect
     of such Person.

          "Issuing Banks" means the U.S. Issuing Banks and the Canadian Issuing
     Bank, in their capacity as issuers of Letters of Credit.

          "LC Cash Collateral Accounts" has the meaning assigned to such term in
     Section 6.2.

          "LC Participation Percentage" of any Bank means, at any time, the
     percentage set opposite such Bank's name on Schedule IV or as reflected for
     such Bank in the relevant Transfer Agreement to which it is a party, as
     such amount may be terminated, reduced or increased pursuant to Section
     9.6(a).

          "Legacy L/Cs" means those outstanding letters of credit as of July 31,
     2002 as set forth on Schedule XI, to the extent such letters of credit have
     not been fully cash collateralized.

          "Lending Office" means, with respect to any Bank, the office of such
     Bank specified as its "Lending Office" opposite its name on Schedule I
     hereto or in the relevant Transfer Agreement delivered pursuant to Section
     9.6(a), or such other office of such Bank as such Bank may from time to
     time specify to the Borrower and the Agent.

          "Letter of Credit Commitment" of any Issuing Bank means, at any time,
     the amount set opposite such Bank's name on Schedule IV under the heading
     "U.S. Dollar L/C Commitments" or "Canadian Dollar L/C Commitments" or as
     reflected for such Bank in the relevant Transfer Agreement to which it is a
     party, as such amount may be terminated, reduced or increased pursuant to
     Section 2.2, Section 2.8, Section 6.1 or Section 9.6(a).

          "Letter of Credit Documents" means, with respect to any Letter of
     Credit, collectively, any application therefor and any other agreements,
     instruments, guarantees or other documents (whether general in application
     or applicable only to such Letter of Credit) governing or providing for (a)
     the rights and obligations of the parties concerned or at risk with respect
     to such Letter of Credit or (b) any collateral security for any of


                                       13

<PAGE>

     such obligations, each as the same may be modified and supplemented and in
     effect from time to time.

          "Letter of Credit Interest" means, for each Bank, (i) such Bank's
     participation interest in Letters of Credit (and, in the case of an Issuing
     Bank, such Issuing Bank's retained interest in Letters of Credit issued by
     it), and (ii) such Bank's rights and interests in Reimbursement Obligations
     and fees, interest and other amounts payable in connection with Letters of
     Credit and Reimbursement Obligations.

          "Letter of Credit Liability" means at any time and in respect of any
     Letter of Credit, the sum (without duplication) of (a) the maximum possible
     undrawn amount of such Letter of Credit at such time (after giving effect
     to any step up provision or other mechanism for increase, if any, and
     assuming that all conditions to drawing have been satisfied) plus (b) the
     aggregate unpaid amount of all drawings under such Letter of Credit that
     are unpaid at such time; provided that, with respect to any Canadian Letter
     of Credit, all amounts included in clause (a) or (b) hereof shall be
     calculated at the U.S. Dollar Equivalent thereof. For purposes of this
     Agreement, a Bank shall be deemed to hold a Letter of Credit Liability in
     an amount equal to its LC Participation Percentage in the related Letter of
     Credit.

          "Letters of Credit" has the meaning assigned to such term in Section
     2.10 and, for greater certainty, shall include all Canadian Letters of
     Credit.

          "Lien" means any mortgage, lien, pledge, charge, deed of trust,
     security interest, encumbrance or other analogous type of preferential
     arrangement to secure or provide for the payment of any Debt, trade
     payable, obligation or other liability of any Person, whether arising by
     contract, operation of law or otherwise (including the interest of a vendor
     or lessor under any conditional sale agreement, capital lease or other
     title retention agreement).

          "LLC Guaranty" means a Guaranty executed by WGPC in substantially the
     form of Exhibit G, as amended, supplemented or modified from time to time.

          "Major Subsidiary" means any Subsidiary of the Borrower with assets
     having a book value of $1,000,000,000 or more.

          "Majority Banks" means at any time (i) Banks having more than 50% of
     the LC Participation Percentages, or (ii) if the Letter of Credit
     Commitments have terminated and any Letter of Credit or any Letter of
     Credit Interest is outstanding, then Banks having more than 50% of the sum
     of the aggregate unpaid principal amount of the outstanding Letter of
     Credit Interests (provided that for purposes of this definition and
     Sections 2.8, 6.1 and 7.1 neither the Borrower nor any Subsidiary or
     Related Party of the Borrower, if a Bank, shall be included in (i) the
     Banks owed or holding Letter of Credit Interests or (ii) determining the
     aggregate amount of the Letter of Credit Interests).

          "Mapco Office Building" means the real property, improvements and
     related office equipment located at 1801 South Baltimore Avenue, Tulsa,
     Oklahoma.


                                       14

<PAGE>

          "MAPL" means Mid-America Pipeline Company, LLC, a Delaware limited
     liability company.

          "MAPL Asset Disposition" means the sale, transfer or other
     distribution of the Equity Interests in or assets of MAPL and Mapletree,
     LLC.

          "Material Subsidiary" means (i) each Major Subsidiary and each other
     Subsidiary of the Borrower (other than a Project Financing Subsidiary) that
     itself (on an unconsolidated, stand alone basis) owns in excess of 5% of
     the book value of the Consolidated assets of the Borrower and its
     Consolidated Subsidiaries, (ii) each of TGPL, TGT and NWP and (iii) each
     Subsidiary that owns any direct or indirect interest in TGPL, TGT and NWP.

          "Midstream Asset MLP" means one or more master limited partnerships
     included in the Consolidated financial statements of the Borrower to which
     the Borrower has transferred or shall transfer certain assets relating to
     the Midstream Business as well as certain marine and inland terminals and
     related pipeline systems, including MLP.

          "Midstream Assets" means all assets now owned or hereafter acquired by
     the Borrower or any of its Subsidiaries, which are either individually, or
     in conjunction with other Midstream Assets, necessary for the conduct of
     the Midstream Business by Borrower and its Subsidiaries, including the
     Refineries in Alaska and Tennessee, except that "Midstream Assets" shall
     not include (a) the assets being part of either of the MAPL Asset
     Disposition or Seminole Asset Disposition unless the MAPL Asset Disposition
     or Seminole Asset Disposition, as applicable, shall not have occurred on or
     prior to the date that is 60 days from July 31, 2002 and (b) any assets of
     NewGP or its Subsidiaries.

          "Midstream Business" means the gathering, marketing, dehydrating,
     treating, processing, fractionating, refining, storing, selling and
     transporting of Hydrocarbons and Refined Hydrocarbons in the United States,
     and any business relating thereto; provided that "Midstream Business" shall
     not include (i) operations that are directly related to the exploration and
     production of Hydrocarbons, (ii) the interstate transportation and storage
     of natural gas and associated liquid hydrocarbons under the jurisdiction of
     the Natural Gas Act, and (iii) the transportation and storage of natural
     gas and associated liquid hydrocarbons through the Cardinal Pipeline
     System.

          "Midstream Guaranty" means a Guaranty executed by certain Guarantors
     in substantially the form of Exhibit H, as amended, supplemented or
     modified from time to time.

          "Midstream Subsidiaries" means each Subsidiary of the Borrower
     (excluding Williams Mobile Bay Producer Services, L.L.C., NewGP and each of
     their Subsidiaries, if any) engaged either in whole or in part of the
     Midstream Business that either (1) owns, leases or has possession of
     Midstream Assets that have an aggregate fair market value of $1,000,000 or
     more, or (2) owns, leases or has possession of any Midstream Asset or right
     that is material to the ownership, leasing or operation of the Midstream
     Assets taken as a whole.


                                       15

<PAGE>

          "MLP" means Williams Energy Partners L.P., a Delaware limited
     partnership.

          "Moody's" means Moody's Investors Service, Inc. or its successor.

          "Mortgage" means each mortgage, deed of trust or comparable real
     property Lien document executed by any Guarantor from time to time, in such
     form as necessary to grant an Acceptable Security Interest in favor of the
     Collateral Trustee for the benefit of itself and other parties, as more
     fully described in the Collateral Trust Agreement.

          "Multiemployer Plan" means a "multiemployer plan" as defined in
     Section 4001(a)(3) of ERISA to which the Borrower or any ERISA Affiliate of
     the Borrower is making or accruing an obligation to make contributions, or
     has within any of the preceding five plan years made or accrued an
     obligation to make contributions.

          "Multiple Employer Plan" means an employee benefit plan as defined in
     Section 3(2) of ERISA, other than a Multiemployer Plan, subject to Title IV
     of ERISA to which the Borrower or any ERISA Affiliate of the Borrower, and
     one or more employers other than the Borrower or an ERISA Affiliate of the
     Borrower, is making or accruing an obligation to make contributions or, in
     the event that any such plan has been terminated, to which the Borrower or
     any ERISA Affiliate of the Borrower made or accrued an obligation to make
     contributions during any of the five plan years preceding the date of
     termination of such plan.

          "Multiyear Williams Credit Agreement" means that certain First Amended
     and Restated Credit Agreement dated as of October 31, 2002 among the
     Borrower, NWP, TGPL and TGT, as Borrowers; the financial institutions party
     thereto, as "Banks" thereunder; JPMorgan Chase Bank (formerly known as The
     Chase Manhattan Bank) and Commerzbank AG, as Co-Syndication Agents; Credit
     Lyonnais New York Branch, as Documentation Agent; and Citibank, N.A. as
     Agent (as the same may from time to time be further amended, supplemented,
     restated or otherwise modified).

          "Natural Gas Act" shall mean the Natural Gas Act, 15
     U.S.C.ss.ss.717(a)-717(w).

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

          "Net Cash Proceeds" means, with respect to any sale, transfer or other
     disposition of any asset or the sale or issuance of any equity interests
     (including, without limitation, any capital contribution) by any Person,
     the gross cash proceeds received (including any cash received by way of
     deferred payment pursuant to a promissory note, receivable or otherwise,
     but only as and when such cash is received) by or on behalf of such Person
     in connection with such transaction net of only (a) reasonable transaction
     costs, including customary and reasonable brokerage commissions,
     underwriting fees and discounts, legal fees, fees paid to accountants and
     financial advisors, finder's fees and other similar fees and commissions,
     (b) the amount of taxes payable in connection with or as a result of such
     transaction, (c) the amount of any Debt by the terms of the agreement or
     instrument governing such Debt (including, without limitation, the Barrett
     Loan Agreement and the WECI Note), that is required to be repaid or cash
     collateralized in the case of letters of


                                       16

<PAGE>

     credit, upon such disposition, including any premium, make-whole or
     breakage amount related thereto, (d) payments of unassumed liabilities
     relating to the assets sold at the time of, or within 60 days after, the
     date of such sale, and provided that such gross proceeds shall not include
     any portion of such gross cash proceeds which the Borrower determines in
     good faith should be reserved for post-closing adjustments (including
     indemnification payments, tax expenses and purchase price adjustments, to
     the extent the Person delivers to the Agent a certificate signed by an
     officer of such Person as to such determination), it being understood and
     agreed that on the day that all such post-closing adjustments have been
     determined (which shall not be later than 120 days following the date of
     the respective disposition; provided, further that such 120-day period
     shall be extended to the extent any amount of such proceeds is subject to a
     good faith dispute or claim), the amount (if any) by which the reserved
     amount in respect of such sale or disposition exceeds the actual
     post-closing adjustments payable by such Person shall constitute Net Cash
     Proceeds on such date received by such Person from such sale, lease,
     transfer or other disposition.

          "Net Worth" of any Person means, as of any date of determination, the
     excess of total assets of such Person plus all non-cash losses resulting
     from the write-down or disposition of the Trading Book over total
     liabilities of such Person, total assets and total liabilities each to be
     determined in accordance with generally accepted accounting principles;
     provided, however, that for purposes of calculating Net Worth, total
     liabilities shall not include any obligations of the Borrower in respect of
     the FELINE PACS.

          "NewGP" means a business entity organized under Delaware law, which
     may be formed before, on or after the date hereof, and which (i) will be at
     the time of formation a Wholly-Owned Subsidiary of the Borrower, and (ii)
     will be formed for the sole purpose of acquiring certain Equity Interests
     in MLP currently held by Williams GP, LLC and acting as the general partner
     of MLP.

          "Non-Recourse Debt" means (i) any Debt incurred by any Project
     Financing Subsidiary to finance the acquisition (other than the acquisition
     from the Borrower or any Subsidiary of the Borrower that is not a Project
     Financing Subsidiary), improvement, installation, design, engineering,
     construction, development, completion, maintenance or operation of, or
     otherwise to pay costs and expenses relating to or providing financing for,
     a project listed on Schedule VI or any new project commenced or acquired
     after July 31, 2002, which Debt does not provide for recourse against the
     Borrower or any Subsidiary of the Borrower (other than a Project Financing
     Subsidiary and such recourse as exists under a Performance Guaranty) or any
     property or asset of the Borrower or any Subsidiary of the Borrower (other
     than Equity Interests in, or the property or assets of, a Project Financing
     Subsidiary) and (ii) any refinancing of such Debt that does not increase
     the outstanding principal amount thereof at the time of the refinancing or
     increase the property subject to any Lien securing such Debt or otherwise
     add additional security or support for such Debt.

          "Notice of Letter of Credit" has the meaning specified in Section
     2.10(a).

          "NWP" means Northwest Pipeline Corporation, a Delaware corporation.


                                       17

<PAGE>

          "Obligations" means all Reimbursement Obligations and all other Debt,
     advances, debts, liabilities, obligations, indemnities, covenants and
     duties owing by the Borrower or any Guarantor to any Bank, the Agent, the
     Collateral Agent, the Collateral Trustee, the Surety Administrative Agent,
     any Issuing Bank, or any other Person required to be indemnified under any
     Credit Document, of any kind or nature, present or future, whether or not
     evidenced by any note, guaranty or other instrument, arising under or in
     connection with this Agreement or any other Credit Document or any of the
     transactions evidenced by this Agreement or any other Credit Document,
     whether or not for the payment of money, whether arising by reason of an
     extension of credit, loan, guaranty, indemnification or in any other
     manner, whether direct or indirect (including those acquired by
     assignment), absolute or contingent, due or to become due, now existing or
     hereafter arising and however acquired. The term "Obligations" includes all
     interest, charges, expenses, fees, attorneys' fees and disbursements and
     any other sum chargeable to the Borrower under this Agreement or any other
     Credit Document.

          "PBGC" means the Pension Benefit Guaranty Corporation.

          "Performance Guaranty" means any guaranty issued in connection with
     any Non-Recourse Debt that (i) if secured, is secured only by assets of or
     Equity Interests in a Project Financing Subsidiary, and (ii) guarantees to
     the provider of such Non-Recourse Debt or any other Person (a) performance
     of the improvement, installation, design, engineering, construction,
     acquisition, development, completion, maintenance or operation of, or
     otherwise affects any such act in respect of, all or any portion of the
     project that is financed by such Non-Recourse Debt, (b) completion of the
     minimum agreed equity contributions to the relevant Project Finance
     Subsidiary, or (c) performance by a Project Financing Subsidiary of
     obligations to Persons other than the provider of such Non-Recourse Debt.

          "Permitted Dispositions" means (a) the disposition of the assets or
     Persons set forth in Schedule XIV or the assets currently owned by such
     Persons and (b) the TWC Asset Dispositions.

          "Permitted Liens" means Liens specifically described on Schedule III.

          "Permitted Refinancing Debt" has the meaning assigned thereto on
     Schedule III.

          "Person" means an individual, partnership, corporation, limited
     liability company, business trust, joint stock company, trust,
     unincorporated association, joint venture or other Business Entity, or a
     government or any political subdivision or agency thereof.

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

          "Plan" means an employee pension benefit plan (other than a
     Multiemployer Plan) as defined in Section 3(2) of ERISA currently
     maintained by, or in the event such plan has terminated, to which
     contributions have been made or an obligation to make such contributions
     has accrued during any of the five plan years preceding the date of the
     termination of such plan by, the Borrower or any ERISA Affiliate of the
     Borrower for


                                       18

<PAGE>

     employees of the Borrower or any such ERISA Affiliate and covered by Title
     IV of ERISA or subject to the minimum funding standards under Section 412
     of the Code.

          "Pledge Agreement" means a Pledge Agreement executed by the Borrower
     and certain Guarantors in substantially the form of Exhibit I.

          "Plowshare Transaction" means the retirement of the Interests of the
     Class B Preferred Member in PPH (each as defined in the PPH Sponsor
     Agreement), held by Plowshare Investors LLC, a Delaware limited liability
     company, by PPH.

          "PPH Company Agreement" means the Amended and Restated Limited
     Liability Company Agreement of Piceance Production Holdings LLC, dated as
     of December 31, 2001, by and among Williams Production RMT Company, a
     Delaware corporation, Bison Royalty LLC, a Delaware limited liability
     company, Plowshare Investors LLC, a Delaware limited liability company, and
     Piceance Production Holdings LLC, a Delaware limited liability company.

          "PPH Sponsor Agreement" means the PPH Sponsor Agreement, dated as of
     December 31, 2001, by TWC in favor of Piceance Production Holdings LLC,
     Plowshare Investors LLC and the other indemnified parties named therein (as
     the same may from time to time be amended, modified or supplemented).

          "Prairie Wolf Facility" means the financing provided in connection
     with that certain $611,788,868 Joint Venture Sponsor Agreement dated as of
     December 28, 2000 (as amended, supplemented, amended and restated or
     otherwise modified from time to time, the "Sponsor Agreement"), among TWC,
     as Sponsor, and Williams Field Services Company, in favor of Prairie Wolf
     Investors, Arctic Fox Assets, L.L.C., Williams Energy (Canada), Inc. and
     the other Indemnified Persons (as defined in the Sponsor Agreement) listed
     therein.

          "Prairie Wolf Purchase Option Agreement" means the Purchase Option
     Agreement, dated as of December 28, 2000, among TWC, Prairie Wolf
     Investors, L.L.C., Citicorp North America, Inc., Ambac Private Holdings,
     L.L.C., Westboro Properties L.L.C., Stonehurst Capital L.L.C., BSCS XXXIX,
     Inc., Snow Goose Associates, L.L.C. and Arctic Fox Assets, L.L.C.

          "Prairie Wolf Transaction" means the purchase of the Investor
     Membership Interest (as defined in the Prairie Wolf Purchase Option
     Agreement) pursuant to the Prairie Wolf Purchase Option Agreement

          "Progeny Facilities" means the financing facilities specifically
     described on Schedule XI.

          "Project Financing Subsidiaries" means any non-material Subsidiary of
     the Borrower whose principal purpose is to incur Non-Recourse Debt and/or
     construct, lease, own or operate the assets financed thereby, or to become
     a direct or indirect partner, member or other equity participant or owner
     in a Business Entity created for such purpose, and substantially all the
     assets of which Subsidiary or Business Entity are


                                       19

<PAGE>

     limited to (x) those assets being financed (or to be financed), or the
     operation of which is being financed (or to be financed), in whole or in
     part by Non-Recourse Debt, or (y) Equity Interests in, or Debt or other
     obligations of, one or more other such Subsidiaries or Business Entities,
     or (z) Debt or other obligations of the Borrower or its Subsidiaries or
     other Persons. For purposes of this definition, a "non-material Subsidiary"
     shall mean any Consolidated Subsidiary of the Borrower which, as of the
     date of the most recent Consolidated balance sheet of the Borrower
     delivered pursuant to Section 4.1(e) or 5.1, has total assets which account
     for less than five percent (5%) of the total Consolidated assets of the
     Borrower and its Consolidated Subsidiaries, as shown on such Consolidated
     balance sheet; provided, that the aggregate assets of the non-material
     Subsidiaries shall not comprise more than ten percent (10%) of the total
     Consolidated assets of the Borrower and its Consolidated Subsidiaries, as
     shown on such Consolidated balance sheet.

          "Property" has the meaning specified in the definition of "assets".

          "Public Filings" means the Borrower's, NWP's, TGPL's and TGT's (i)
     annual report on Form 10-K/A for the year ended December 31, 2001, (ii)
     quarterly report on Form 10-Q for the quarter ended March 31, 2002, (iii)
     quarterly report on Form 10-Q for the quarter ended June 30, 2002 and (iv)
     each other quarterly and annual and other reports filed from time to time.

          "Purchase Card Agreement" means that certain Purchase Card Agreement
     among the Borrower and Citibank USA, N.A. dated January 29, 2002.

          "Rating Category" means, as to the Borrower, the relevant category
     applicable to the Borrower from time to time as set forth on Schedule V,
     which is based on the ratings (or lack thereof) of the Borrower's senior
     unsecured long-term debt by S&P or Moody's. In the event there is a split
     between the ratings of the Borrower's senior unsecured long-term debt by
     S&P and Moody, "Rating Category" shall be determined based on the lowest
     rating of the Borrower's senior unsecured long-term debt by S&P or Moody's.

          "Refined Hydrocarbons" means all products refined, separated,
     fractionated, settled, and dehydrated from Hydrocarbons and all products
     derived therefrom, including, without limitation, kerosene, liquefied
     petroleum gas, refined lubricating oils, diesel fuels, drip gasoline,
     natural gasoline, helium, sulfur and all other minerals.

          "Refineries" means the equity interest in and assets owned by the
     Midstream Business of the Borrower which produces Refined Hydrocarbons and
     is owned collectively by the following Subsidiaries: Williams Express,
     Inc., a Delaware corporation, Williams Alaska Pipeline Company, LLC, a
     Delaware limited liability company, Williams Alaska Petroleum, Inc., an
     Alaska corporation, Williams Alaska Air Cargo Properties, LLC, an Alaska
     limited liability company, Williams Lynx Alaska CargoPort, LLC, an Alaska
     limited liability company, Williams Express, Inc., an Alaska corporation,
     Williams Petroleum Pipeline Systems, Inc., a Delaware corporation, Williams
     Refining & Marketing, LLC, a Delaware limited liability company, Williams
     Olefins, LLC, a Delaware limited liability company, Williams Olefins
     Feedstock


                                       20

<PAGE>

     Pipelines, LLC, a Delaware limited liability company, Williams Memphis
     Terminal, Inc., a Delaware corporation, Williams Generating Memphis, LLC, a
     Delaware limited liability company, EMT (only with respect to its interest
     in a gas turbine, electric generating facility located in Memphis,
     Tennessee) and Memphis Generation, L.L.C., a Delaware limited liability
     company.

          "Reg U Limited Assets" means assets that are subject to any
     arrangement (as contemplated by Regulation U) with any Bank, the Agent, the
     Collateral Agent, the Collateral Trustee, or any Issuing Bank (i) that
     restricts the right or ability of the Borrower or its Subsidiaries to sell,
     pledge or otherwise dispose of (within the meaning of Regulation U) such
     assets or (ii) that provides that the exercise of such right is or may be
     cause for accelerating the maturity of all or any portion of any amount
     payable hereunder or under such arrangement.

          "Register" shall mean the books and accounts maintained by the Agent
     of the interests of each Bank under this Agreement and its Letter of Credit
     Interest, including records of transfers of any interests in this Agreement
     and the Letter of Credit Commitment of any Issuing Bank pursuant to Section
     9.6.

          "Reimbursement Obligations" means, at any time, the obligations of the
     Borrower then outstanding, or that may thereafter arise, in respect of all
     Letters of Credit then outstanding to reimburse amounts paid by any Issuing
     Bank in respect of any drawings under a Letter of Credit.

          "Related Party" of any Person means any corporation, partnership,
     joint venture or other entity of which more than 10% of the outstanding
     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 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 or which owns at the time
     directly or indirectly more than 10% of the Equity Interests having
     ordinary voting power to elect a majority of the board of directors of such
     Person or others performing similar functions (irrespective of whether or
     not at the time 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 (i) neither the Borrower nor any Subsidiary of the Borrower shall be
     considered to be a Related Party of the Borrower or any Subsidiary of the
     Borrower and (ii) neither NewGP nor any Subsidiary of NewGP shall be
     considered to be a Related Party of NewGP or any Subsidiary of NewGP.

          "Restricted Midstream Subsidiaries" means Williams Mobile Bay Producer
     Services, L.L.C., Williams Field Services-Gulf Coast Company, L.P.,
     Williams Oil Gathering L.L.C., Gulf Liquids Holdings, L.L.C. and Gulf
     Liquids New River Project, LLC.

         "RMT" means Williams Production RMT Company.


                                       21

<PAGE>

          "RMT Asset Disposition" means the sale, transfer, lease, distribution
     or other disposition of the RMT Equity Interests or the assets of RMT LLC,
     RMT or its Subsidiaries in accordance with the provisions of the Barrett
     Loan Agreement.

          "RMT Equity Interests" means the Equity Interests in RMT and/or each
     of its Subsidiaries.

          "RMT LLC" means Williams Production Holdings LLC.

          "S&P" means Standard & Poor's Ratings Services, a division of The
     McGraw-Hill Companies, Inc., or its successor.

          "Sale Agreement" has the meaning specified in Section 5.1(e).

          "Sale and Lease-Back Transaction" of any Person means any arrangement
     entered into by such Person or any Subsidiary of such Person, directly or
     indirectly, whereby such Person or any Subsidiary of such Person shall sell
     or transfer any property, whether now owned or hereafter acquired to any
     other person (a "Transferee"), and whereby such Person or any Subsidiary of
     such Person shall then or thereafter rent or lease as lessee such property
     or any part thereof or rent or lease as lessee from such Transferee or any
     other Person other property which such Person or any Subsidiary of such
     Person intends to use for substantially the same purpose or purposes as the
     property sold or transferred.

          "Security Agreement" means a Security Agreement executed by the
     Borrower and certain of the Guarantors in substantially the form of Exhibit
     F.

          "Security Documents" means each Mortgage and Additional Mortgage, the
     Security Agreement, the Pledge Agreement, the Collateral Trust Agreement
     and the Guaranties.

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

          "Seminole Asset Disposition" means the sale, transfer or other
     distribution of the Equity Interests in or assets of Seminole and
     E-Oaktree, LLC.

          "Solvent" and "Solvency" mean, with respect to any Person on a
     particular date, that on such date (a) the fair value of the property of
     such Person is greater than the total amount of liabilities, including,
     without limitation, contingent liabilities, of such Person, (b) the present
     fair salable value of the assets of such Person is not less than the amount
     that will be required to pay the probable liability of such Person on its
     debts as they become absolute and matured, (c) such Person does not intend
     to, and does not believe that it will, incur debts or liabilities beyond
     such person's ability to pay such debts and liabilities as they mature and
     (d) such Person is not engaged in business or a transaction, and is not
     about to engage in business or a transaction, for which such Person's
     property would constitute an unreasonably small capital. The amount of
     contingent liabilities at any time shall be computed as the amount that, in
     the light of all the facts and circumstances existing at such time,
     represents the amount that can reasonably be expected to become an actual
     or matured liability.


                                       22

<PAGE>

          "SPC" has the meaning specified in Section 9.6(g).

          "Specified Escrow Arrangements" means (a) encumbrances arising under
     the Pledge and Assignment Agreement for the Purchase Card Agreement, dated
     as of January 29, 2002, as amended, supplemented, amended and restated or
     otherwise modified from time to time, whereby the Borrower has requested
     that the banks party thereto continue to issue credit under the Purchase
     Card Agreement; and (b) cash deposits at one or more financial institutions
     for the purpose of funding any potential shortfall in the daily net cash
     position of the Borrower or any of its Subsidiaries.

          "Stated Termination Date" means July 30, 2003, or such later date, if
     any as may be agreed to by the Borrower and the Banks pursuant to Section
     2.9.

          "Subordinated Debt" means any Debt of the Borrower which is
     effectively subordinated to the obligations of the Borrower hereunder.

          "Subject Subsidiaries" means all Subsidiaries of the Borrower other
     than NewGP and its Subsidiaries.

          "Subsidiary" of any Person means (i) any corporation, partnership,
     joint venture or other entity of which more than 50% of the outstanding
     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 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, and (ii) any Person that is
     under the direct or indirect control of such Person, by voting rights,
     contract or otherwise, and in accordance with generally accepted accounting
     principles, is Consolidated with the Borrower in its Consolidated financial
     statements; provided that, for greater certainty, (x) MLP and its
     Subsidiaries (A) shall be considered Subsidiaries of NewGP, but (B) shall
     not otherwise be considered Subsidiaries of the Borrower, any Guarantor, or
     their respective Subsidiaries and (y) NewGP shall be considered a
     Subsidiary of the Borrower.

          "Surety Administrative Agent" means Citibank, N.A., in its capacity as
     surety administrative agent under the terms of the Midstream Guaranty and
     its successors or assigns appointed pursuant to Section 7(e) of the
     Midstream Guaranty.

          "Synthetic Lease" means any lease (including leases that may be
     terminated by the lessee at any time) of any property (whether real,
     personal or mixed) (i) that is not a capital lease in accordance with
     generally accepted accounting principles and (ii) in respect of which the
     lessee retains or obtains ownership of the property so leased for federal
     income tax purposes, other than any such lease under which such Person is
     the lessor.

          "Tangible 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 generally accepted accounting


                                       23

<PAGE>

     principles, excluding, however, from the determination of total assets (i)
     patents, patent applications, trademarks, copyrights and trade names, (ii)
     goodwill, organizational, experimental, research and development expense
     and other like intangibles, (iii) treasury stock, (iv) monies set apart and
     held in a sinking or other analogous fund established for the purchase,
     redemption or other retirement of capital stock or Subordinated Debt, and
     (v) unamortized debt discount and expense.

          "Termination Date" means the earlier of (i) the Stated Termination
     Date or (ii) the date of termination in whole of the Letter of Credit
     Commitments pursuant to Section 2.2, 2.8 or 6.1.

          "Termination Event" means (i) a "reportable event", as such term is
     described in Section 4043(c) of ERISA (other than a "reportable event" not
     subject to the provision for 30-day notice to the PBGC or a "reportable
     event" as such term is described in Section 4043(c)(3) of ERISA) which
     might reasonably be expected to result in a termination of, or the
     appointment of a trustee to administer, a Plan, or which causes the
     Borrower, due to actions of the PBGC, to be required to contribute at least
     $75,000,000 in excess of the contributions which otherwise would have been
     made to fund a Plan based upon the contributions recommended by such Plan's
     actuary), or (ii) the withdrawal of the Borrower or any ERISA Affiliate of
     the Borrower from a Multiple Employer Plan during a plan year in which it
     was a "substantial employer," as such term is defined in Section 4001(a)(2)
     of ERISA, or the incurrence of liability by the Borrower or any ERISA
     Affiliate of the Borrower under Section 4064 of ERISA upon the termination
     of a Plan or Multiple Employer Plan, or (iii) the distribution of a notice
     of intent to terminate a Plan pursuant to Section 4041(a)(2) of ERISA or
     the treatment of a Plan amendment as a termination under Section 4041 of
     ERISA, or (iv) the institution of proceedings to terminate a Plan by the
     PBGC under Section 4042 of ERISA, or (v) any other event or condition which
     might reasonably be expected to result in the termination of, or the
     appointment of, a trustee to administer, any Plan under Section 4042 of
     ERISA.

          "TGPL" means Transcontinental Gas Pipe Line Corporation, a Delaware
     corporation.

          "TGPL Bond Offering" means the $325,000,000, 8.875% Senior Notes
     issued on July 3, 2002, by TGPL.

          "TGT" means Texas Gas Transmission Corporation, a Delaware
     corporation.

          "Trading Book" means all mark to market daily and forward traded
     transactions inclusive of structured portfolio transactions consisting
     primarily of tolling and full requirements transactions.

          "Transfer Agreement" means an agreement executed pursuant to Section
     9.6 by an assignor Bank and assignee Bank substantially in the form of
     Exhibit D, which agreement shall be executed by the Borrower and the Agent
     to evidence the consent of each if such consent is required pursuant to the
     definition herein of "Eligible Assignee" or the terms of Section 9.6.


                                       24

<PAGE>

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

          "TWC Asset Disposition" means the sale by TWC or by any of its
     Subsidiaries of (a) WPC, (b) the MAPL Asset Disposition, (c) the Seminole
     Asset Disposition, (d) the Refineries, (e) Williams Soda Products Company
     and American Soda, L.L.P, (f) Williams TravelCenters, Inc., (g) Williams
     Bio-Energy, LLC, (h) Williams Ethanol Services, Inc. and (i) Nebraska
     Energy, L.L.C.

          "TWC Preferred Stock" means the shares of preferred stock of TWC which
     may be mandatorily convertible into shares of common stock of TWC.

          "UBOC Turbine Financing" means the transaction contemplated by (a) the
     Turbine Financing and Agency Agreement, dated as of April 16, 2002, between
     Union Bank of California, N.A., each of the other financial institutions
     party thereto as a Lender or a Certificate Holder, WEMT Equipment Statutory
     Trust 2002 and EMT (the "TFA Agreement") and (b) the Operative Documents
     and the Lease (as such terms are defined in the TFA Agreement).

          "U.S. Dollar Equivalent" of any Canadian Dollar amount means, on any
     date of determination, the Dollar equivalent of such Canadian Dollar amount
     determined by the Agent by using the quoted spot rate at which Citibank's
     principal office in Toronto offers to exchange Dollars for Canadian Dollars
     in Toronto at 11:00 a.m. (New York City time) on such date, which
     determination shall be conclusive in the absence of manifest error, or if
     such principal office is not then quoting such a rate, then such rate as
     shown on page BOFC of the Reuters screen at such time on such date.

          "U.S. Dollar L/C Commitment" of any Issuing Bank means, at any time,
     the amount set opposite such Bank's name on Schedule IV under the heading
     "U.S. Dollar L/C Commitments" or as reflected for such Bank in the relevant
     Transfer Agreement to which it is a party, as such amount may be
     terminated, reduced or increased pursuant to Section 2.2, Section 2.8,
     Section 6.1 or Section 9.6(a).

          "U.S. Issuing Bank" means Citibank, N.A. and Bank of America N.A.,
     each in its capacity as issuers of Letters of Credit.

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

          "WCG Note Trust Bonds" means those certain debt securities issued by
     WCG Note Trust and WCG Note Corp. on March 28, 2001.

          "WCG Senior Notes Issuer" means, collectively, WCG Note Trust, a
     Delaware business trust, and WCG Note Corp., Inc., a Delaware corporation.

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

          "WCG Synthetic Lease" means that certain Amended and Restated Lease
     between State Street Bank and Trust Company of Connecticut, National
     Association, as


                                       25

<PAGE>

     Lessor and Williams Communications, Inc., as Lessee, dated as of September
     2, 1998, as amended, which has been terminated and was fully repaid on
     March 29, 2002.

          "WCG Unwind Transaction" means a transaction in which (i) the
     Borrower's and/or its Subsidiaries' Sale Leaseback transactions, dated as
     of September 13, 2001, with (x) WCG and its Subsidiary, Williams Technology
     Center, LLC ("WTC"), involving the Williams Technology Center, and (y) WCG
     and its Subsidiary, Williams Communications, LLC, involving corporate
     aircraft (collectively, the "WCG Sale Leaseback") are terminated, (ii) in
     exchange for such termination, the Borrower receives a promissory note or
     notes payable by the reorganized WCG, WTC and/or the other WCG
     Subsidiaries, individually or as co-makers, in an aggregate principal
     amount of $175,000,000 or less, and (iii) consideration from the Borrower
     and its Subsidiaries includes termination of the existing WCG Sale
     Leaseback and transfer of the Equity Interests in Williams Aircraft
     Leasing, LLC, but does not include any cash payment by the Borrower or any
     of its Subsidiaries to WCG or WTC.

          "WECI Note" means that certain promissory note, dated as of December
     28, 2000, issued by Williams Energy (Canada), Inc. in favor of the
     Registered Holders (as defined therein), as amended by Prairie Wolf
     Investors, L.L.C. Amendment No. 1, dated as of August 29, 2001, by
     Amendment No. 2 to Certain Prairie Wolf Operative Documents, dated as of
     March 28, 2002, and by Amendment No. 3 to Certain Operative Documents and
     Consents, dated as of October 31, 2002.

          "Wholly-Owned Subsidiary" of any Person means any Subsidiary of such
     Person all of the Equity Interests in which are owned by such Person and/or
     one or more other Wholly-Owned Subsidiaries of such Person.

          "WF Group" means Williams Field Services Group, Inc., a Delaware
     corporation.

          "WGPC" means Williams Gas Pipeline Company, LLC, a Delaware limited
     liability company.

          "Withdrawal Liability" shall have the meaning given such term under
     Part I of Subtitle E of Title IV of ERISA.

          "WPC" means Williams Gas Pipeline Central, Inc., a Delaware
     corporation.

          SECTION 1.2. 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" each
means "to but excluding."

          SECTION 1.3. Accounting Terms. All accounting terms not specifically
defined shall be construed in accordance with general accounting principles, and
each reference herein to "generally accepted accounting principles" shall mean
U.S. generally accepted accounting principles in effect, consistently applied.

          SECTION 1.4. Miscellaneous. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a


                                       26

<PAGE>

whole and not to any particular provision of this Agreement, and Article,
Section, Schedule and Exhibit references are to Articles and Sections of and
Schedules and Exhibits to this Agreement, unless otherwise specified. The term
"including" shall mean "including, without limitation,". References to any
document, instrument or agreement (a) shall include all exhibits, schedules and
other attachments thereto, (b) shall include all documents, instruments or
agreements issued or executed in replacement thereof and (c) shall mean such
document, instrument or agreement, or replacement or predecessor thereto, as
amended, modified and supplemented from time to time and in effect at any given
time so long as such amended, modified or supplemented document, instrument or
agreement does not violate the terms of this Agreement.

          SECTION 1.5. Ratings. A rating, whether public or private, by S&P or
Moody's shall be deemed to be in effect on the date of announcement or
publication by S&P or Moody's, as the case may be, of such rating or, in the
absence of such announcement or publication, on the effective date of such
rating and will remain in effect until the announcement or publication of, or in
the absence of such announcement or publication, the effective date of, any
change in, or withdrawal or termination of, such rating. In the event the
standards for any rating by Moody's or S&P are revised, or any such rating is
designated differently (such as by changing letter designations to different
letter designations or to numerical designations), the references herein to such
rating shall be deemed to refer to the revised or redesignated rating for which
the standards are closest to, but not lower than, the standards at the date
hereof for the rating which has been revised or redesignated, all as determined
by the Majority Banks in good faith. Long-term debt supported by a letter of
credit, guaranty, insurance or other similar credit enhancement mechanism shall
not be considered as senior unsecured long-term debt. If either Moody's or S&P
has at any time more than one rating applicable to senior unsecured long-term
debt of the Borrower, the lowest such rating shall be applicable for purposes
hereof. For example, if Moody's rates some senior unsecured long-term debt of
the Borrower Ba1 and other such debt of the Borrower Ba2, the senior unsecured
long-term debt of the Borrower shall be deemed to be rated Ba2 by Moody's.

                                   ARTICLE II
                   AMOUNTS AND TERMS OF THE LETTERS OF CREDIT

          SECTION 2.1. Fees.

          (a) Agent's Fees. The Borrower agrees to pay to the Agent, for its
sole account, such fees as may be separately agreed to in writing by the
Borrower and the Agent.

          (b) Letter of Credit Fees.

          (i) Issuing Banks. The Borrower agrees to pay to the Agent for the
     account of each Issuing Bank a fronting fee on the maximum possible amount
     of each Letter of Credit (for the stated duration thereof, and giving
     effect to any step up provision or other mechanism for increase that (1)
     occurs automatically or (2) that is unilaterally exercisable by the
     Borrower) issued by such Issuing Banks in an amount equal to 0.250% per
     annum. All amounts payable pursuant to this clause (i) in respect of any
     Letter of Credit shall be paid on the date such Letter of Credit is issued.


                                       27

<PAGE>


          (ii) Participating Banks. The Borrower agrees to pay to the Agent for
     the account of each Bank (in accordance with their respective LC
     Participation Percentage) a letter of credit fee (1) on the sum of the
     aggregate outstanding Letter of Credit Commitments of all Issuing Banks at
     the time of determination less the aggregate outstanding stated amount of
     the Letters of Credit issued by the Issuing Banks at such time in an amount
     equal to the Applicable LC Commitment Margin in effect from time to time
     per annum and (2) on the issued and outstanding stated amount of the
     Letters of Credit at the time of determination issued by the Issuing Banks
     in an amount equal to the Applicable Issued LC Margin in effect from time
     to time per annum (for the stated duration thereof, and giving effect to
     any step up provision or other mechanism for increase that (x) occurs
     automatically or (y) is unilaterally exercisable by the Borrower). All
     amounts payable pursuant to this clause (ii) shall be paid in arrears on
     the last day of each March, June, September and December and on the
     Termination Date.

     The letter of credit fees referred to in this Section 2.1(b) not paid on
     the date due shall accrue interest until such letter of credit fees are
     paid in full, due and payable on demand, at a per annum rate equal at all
     times to the sum of Base Rate plus 6.5% per annum.

          SECTION 2.2. Reduction of the Commitments. The Borrower shall have the
right, upon at least five Business Days notice to the Agent, to terminate in
whole or reduce ratably in part the unused portions of the respective Letter of
Credit Commitments; provided that each partial reduction shall be in the
aggregate amount of at least $10,000,000; and provided further that the
aggregate amount of the Letter of Credit Commitments shall not be reduced to an
amount which is less than the aggregate amount of all Letter of Credit
Liabilities.

          SECTION 2.3. Prepayments.

          (a) The Borrower may, upon notice to the Agent before 10:00 A.M. (New
York City time) on the date of prepayment stating the proposed date (which shall
be a Business Day) and aggregate principal amount of the prepayment, and if such
notice is given the Borrower shall, Cash Collateralize the outstanding Letter of
Credit Liabilities in whole or in part, together with accrued interest and fees
to the date of such Cash Collateralization on the Cash Collateralized Letter of
Credit Liabilities; provided, however, that each partial Cash Collateralization
pursuant to this Section 2.3(a) shall be in an aggregate principal amount not
less than the lesser of (1) $5,000,000 and (2) the aggregate outstanding Letter
of Credit Liabilities at the time of such Cash Collateralization.

          (b) By no later than five Business Days from the date of receipt by
the Borrower or any of its Subject Subsidiaries of any Net Cash Proceeds from
(i) any asset disposition (other than the MAPL Asset Disposition, the Seminole
Asset Disposition, dispositions permitted in Section 5.2(e)(i) and (iii) and any
disposition of Collateral (other than the Refineries in Alaska and Memphis and
the assets related thereto)), (ii) an issuance of TWC Preferred Stock, (iii) any
disposition of Collateral permitted pursuant to Section 5.2(e) (other than the
Refineries in Alaska and Memphis and the assets related thereto and any
disposition permitted in Section 5.2(e)(i) and (iii)), or (iv) any issuance of
Equity Interests by the Borrower (other than TWC Preferred Stock), the Borrower
shall apply such Net Cash Proceeds as follows:


                                       28

<PAGE>

          (A) So long as the aggregate Commitments (as defined in the Multiyear
     Williams Credit Agreement each time used in this Section 2.3(b)) of the
     lenders to TWC under the Multiyear Williams Credit Agreement are greater
     than $400,000,000:

               (1) in the case of any such Net Cash Proceeds arising from any
          disposition referred to in clause (i) above which consists of the
          Refinery in Alaska owned by certain Subsidiaries and the assets
          related thereto, 50% of such Net Cash Proceeds shall be applied on a
          pro-rata basis to the permanent ratable reduction of the respective
          Commitments of the lenders to TWC under the Multiyear Williams Credit
          Agreement;

               (2) in the case of any such Net Cash Proceeds arising from any
          asset disposition referred to in clause (i) above and not otherwise
          applied pursuant to sub-clause (1) above (including any disposition of
          the Refinery in Memphis, Tennessee owned by certain Subsidiaries and
          the assets related thereto), 50% of such Net Cash Proceeds shall be
          applied on a pro-rata basis, without duplication, to the permanent
          ratable (x) reduction of the respective Commitments of the lenders to
          TWC under the Multiyear Williams Credit Agreement, (y) reduction of
          the outstanding amounts of the Progeny Facilities (excluding the
          Prairie Wolf Facility) and (z) cash collateralization of the Legacy
          L/Cs;

               (3) in the case of any such Net Cash Proceeds arising from an
          issuance of TWC Preferred Stock referred to in clause (ii) above, 100%
          of such Net Cash Proceeds shall be applied on a pro-rata basis,
          without duplication, to the permanent ratable (x) reduction of the
          respective Commitments of the lenders to TWC under the Multiyear
          Williams Credit Agreement, (y) reduction of the outstanding amounts of
          the Progeny Facilities (excluding the Prairie Wolf Facility) and (z)
          cash collateralization of the Legacy L/Cs;

               (4) in the case of any such Net Cash Proceeds arising from any
          disposition of Collateral referred to in clause (iii) above, 50% of
          such Net Cash Proceeds shall be applied on a pro-rata basis, without
          duplication, to the permanent ratable (x) reduction of the respective
          Commitments of the lenders to TWC under the Multiyear Williams Credit
          Agreement and (y) Cash Collateralization of the Letter of Credit
          Commitments; and

               (5) in the case of any such Net Cash Proceeds arising from any
          issuance of Equity Interests referred to in clause (iv) above, 50% of
          such Net Cash Proceeds shall be applied on a pro-rata basis, without
          duplication, to the permanent ratable (w) reduction of the respective
          Commitments of the lenders to TWC under the Multiyear Williams Credit
          Agreement, (x) Cash Collateralization of the Letter of Credit
          Commitments, (y) reduction of the outstanding amounts of the Progeny
          Facilities (excluding the Prairie Wolf Facility) and (z) cash
          collateralization of the Legacy L/Cs;

          (B) From such time that the aggregate Commitments of the lenders to
     TWC under the Multiyear Williams Credit Agreement are equal to or less than
     $400,000,000:


                                       29

<PAGE>

               (1) 50% of any Net Cash Proceeds arising from an asset
          disposition referred to in clause (A)(1) or (A)(4) above shall be
          applied, first, to fully Cash Collateralize the Letter of Credit
          Commitments, second, upon the Letter of Credit Commitments being fully
          Cash Collateralized, to a pro-rata and permanent ratable (without
          duplication) (x) reduction of the outstanding amounts of the Progeny
          Facilities (excluding the Prairie Wolf Facility) and (y) cash
          collateralization of the Legacy L/Cs, and third, upon the full Cash
          Collateralization of the Letter of Credit Commitments, the reduction
          of the outstanding amounts of the Progeny Facilities (excluding the
          Prairie Wolf Facility) to zero, and the full cash collateralization of
          the Legacy L/Cs, to a pro-rata and permanent reduction of the
          respective Commitments of the lenders under the Multiyear Williams
          Credit Agreement;

               (2) 50% of any Net Cash Proceeds arising from an asset
          disposition referred to in clause (A)(2) above shall be applied,
          first, on a pro-rata basis, without duplication, to the permanent
          ratable (x) reduction of the outstanding amounts of the Progeny
          Facilities (excluding the Prairie Wolf Facility) and (y) cash
          collateralization of the Legacy L/Cs and, second, upon the reduction
          of the outstanding amounts of the Progeny Facilities (excluding the
          Prairie Wolf Facility) to zero and the full cash collateralization of
          the Legacy L/Cs, to a pro-rata and permanent reduction of the
          respective Commitments of the lenders under the Multiyear Williams
          Credit Agreement;

               (3) 100% of any Net Cash Proceeds arising from an issuance of TWC
          Preferred Stock referred to in clause (A)(3) above shall be applied,
          first, on a pro-rata basis, without duplication, to the permanent
          ratable (x) reduction of the outstanding amounts of the Progeny
          Facilities (excluding the Prairie Wolf Facility) and (y) cash
          collateralization of the Legacy L/Cs and, second, upon the reduction
          of the outstanding amounts of the Progeny Facilities (excluding the
          Prairie Wolf Facility) to zero and the full cash collateralization of
          the Legacy L/Cs, to a pro-rata and permanent reduction of the
          respective Commitments of the lenders under the Multiyear Williams
          Credit Agreement; and

               (4) 50% of any Net Cash Proceeds arising from an issuance of
          Equity Interests referred to in clause (A)(5) above shall be applied,
          first, on a pro-rata basis, without duplication, to the permanent
          ratable (x) Cash Collateralization of the Letter of Credit
          Commitments, (x) reduction of the outstanding amounts of the Progeny
          Facilities (excluding the Prairie Wolf Facility) and (y) cash
          collateralization of the Legacy L/Cs, and second, upon the full Cash
          Collateralization of the Letter of Credit Commitments, the reduction
          of the outstanding amounts of the Progeny Facilities (excluding the
          Prairie Wolf Facility) to zero, and the full cash collateralization of
          the Legacy L/Cs, to a pro-rata and permanent reduction of the
          respective Commitments of the lenders under the Multiyear Williams
          Credit Agreement;

provided that no such mandatory (w) reduction of the Commitments of the lenders
under the Multiyear Williams Credit Agreement, (x) reduction of the outstanding
amounts of the Progeny


                                       30

<PAGE>

Facilities (excluding the Prairie Wolf Facility), (y) cash collateralization of
the Legacy L/Cs, or (z) Cash Collateralization of the Letter of Credit
Commitments shall be required pursuant to this Section 2.3(b) until the earlier
of (A) such time as the aggregate amount of Net Cash Proceeds from such asset
dispositions and equity issuances that have not previously been applied to a
mandatory reduction of the Commitments shall exceed $50,000,000 and (B) the end
of the Fiscal Quarter in which such Net Cash Proceeds are received by the
Borrower or any of its Subject Subsidiaries.

          (c) All amounts received by the Agent from either the Collateral Agent
or the Collateral Trustee pursuant to any Security Document shall be applied
first, to reimburse the Collateral Agent for all costs and expenses incurred by
the Collateral Agent in connection with, and other amounts expended by the
Collateral Agent for which the Collateral Agent is entitled to reimbursement
under, any Credit Document, and second, as set forth in Section 6.2.

          (d) In the event that on any Business Day the aggregate amount of all
Letter of Credit Liabilities exceeds the aggregate Letter of Credit Commitments
(the amount of such excess herein referred to as the "Excess Exposure"), the
Borrower will deliver to the Agent, at its address specified in Section 9.2, on
the next Business Day, for deposit into an LC Cash Collateral Account, an amount
at least equal to such Excess Exposure.

          (e) In the event that the U.S. Dollar Equivalent of the outstanding
amount of all Canadian Letters of Credit exceeds $50,000,000 for any period of
three consecutive Business Days (the amount of such excess at the close of
business on the third Business Day of such period herein referred to as the
"Additional Excess Exposure"), TWC shall deliver to the Agent, at its address
specified in Section 9.2, on the next Business Day following such three
consecutive Business Day period for deposit into the LC Cash Collateral Account,
an amount in Dollars equal to the Additional Excess Exposure.

          SECTION 2.4. Increased Costs.

          (a) If any Bank or Issuing Bank determines that compliance with any
law or regulation or any guideline or request from any central bank or other
governmental or monetary authority (whether or not having the force of law)
affects or would affect the amount of capital required or expected to be
maintained by such Bank or Issuing Bank, as the case may be, or any corporation
controlling such Bank or Issuing Bank, as the case may be, and that the amount
of such capital is increased by or based upon the existence of such Bank's or
such Issuing Bank's, as the case may be, commitment to issue Letters of Credit
or purchase participations in Letters of Credit and other commitments of this
type, then, upon demand by such Bank or Issuing Bank, as the case may be (with a
copy of such demand to the Agent), the Borrower shall immediately pay to the
Agent for the account of such Bank or Issuing Bank, as the case may be, from
time to time as specified by such Bank or Issuing Bank, as the case may be,
additional amounts sufficient to compensate such Bank or Issuing Bank, as the
case may be, or such corporation in the light of such circumstances, to the
extent that such Bank or Issuing Bank, as the case may be, reasonably determines
such increase in capital to be allocable to the existence of such Bank's or such
Issuing Bank's, as the case may be, commitment to issue Letters of Credit or
purchase participations in Letters of Credit hereunder. A certificate as to the
amount of such additional amounts, submitted to the Borrower and the Agent by
such Bank or Issuing Bank, as the case


                                       31

<PAGE>

may be, shall be prima facie evidence of the amount of such additional amounts.
No Bank or Issuing Bank shall have any right to recover any additional amounts
under this Section 2.4(a) for any period more than 90 days prior to the date
such Bank or Issuing Bank, as the case may be, notifies the Borrower of any such
compliance.

          (b) In the event that any Bank makes a demand for payment under
Section 2.6 or this Section 2.4, the Borrower may within ninety (90) days of
such demand, if no Default or Event of Default then exists, replace such Bank
with another commercial bank in accordance with all of the provisions of the
second and third sentences of Section 9.6(a), and clauses (b) and (d) of Section
9.6 (including execution of an appropriate Transfer Agreement); provided that
(i) all obligations of such Bank to purchase participations in Letters of Credit
shall be terminated and the Letter of Credit Interests held by such Bank and all
other obligations owed to such Bank hereunder shall be purchased in full without
recourse at par plus accrued interest at or prior to such replacement, (ii) such
replacement bank shall be an Eligible Assignee, (iii) such replacement bank
shall, from and after such replacement, be deemed for all purposes to be a
"Bank" hereunder with Letter of Credit Liabilities in the amount of the Letter
of Credit Liabilities of such Bank immediately prior to such replacement (plus,
if such replacement bank is already a Bank prior to such replacement the
respective Letter of Credit Liabilities of such Bank prior to such replacement),
as such amount may be changed from time to time pursuant hereto, and shall have
all of the rights, duties and obligations hereunder of the Bank being replaced,
including obligations under Section 2.10, and (iv) such other actions shall be
taken by the Borrower, such Bank and such replacement bank as may be appropriate
to effect the replacement of such Bank with such replacement bank on terms such
that such replacement bank has all of the rights, duties and obligations
hereunder as such Bank (including specification of the information contemplated
by Schedule I as to such replacement bank).

          (c) Before making any demand under this Section 2.4, each Bank agrees
to use reasonable efforts (consistent with its internal policy and legal and
regulatory restrictions) to designate a different Lending Office if the making
of such a designation would avoid the need for, or reduce the amount of, such
increased cost and would not, in the reasonable judgment of such Bank, be
otherwise disadvantageous to such Bank.

          SECTION 2.5. Payments and Computations.

          (a) The Borrower shall make each payment hereunder to be made by it
not later than 11:00 A.M. (New York City time) on the day when due (i) in the
case of any payment in respect of Canadian Letters of Credit, in Canadian
Dollars to the Canadian Issuing Bank at its Toronto address referred to in
Section 9.2 and (ii) in the case of all other payments, in Dollars to the Agent
at its New York address referred to in Section 9.2, in each case in same day
funds, without deduction, counterclaim or offset of any kind. The Agent or
Canadian Issuing Bank, as the case may be, will promptly thereafter cause to be
distributed like funds relating to the payment of principal, interest or letter
of credit fees to the Banks for the account of their respective Lending Offices,
and like funds relating to the payment of any other amount payable to any Bank
to such Bank for the account of its Lending Office, in each case to be applied
in accordance with the terms of this Agreement. The Agent will promptly pay to
the Collateral Agent like funds relating to the payment of any amount payable to
the Collateral Agent. In no event shall any Bank be entitled to share any fee
paid to the Agent pursuant to Section 2.1(a),


                                       32

<PAGE>

any other fee paid to the Agent, as such, or any fronting fee paid to an Issuing
Bank pursuant to Section 2.1(b).

          (b) [Intentionally Omitted.]

          (c) (i) All computations of interest based on clause (a) or clause (b)
of the definition herein of "Base Rate" shall be made by the Agent on the basis
of a year of 365 or 366 days, as the case may be, and (ii) all computations of
interest based on the Federal Funds Rate or clause (c) of the definition herein
of Base Rate shall be made by the Agent, and all computations of letter of
credit fees shall be made by the Issuing Bank that issued the relevant Letter of
Credit, on the basis of a year of 360 days, in each case for the actual number
of days (including the first day but excluding the last day) occurring in the
period for which such interest or letter of credit fees are payable. Each
determination by the Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error.

          (d) Whenever any payment hereunder shall be stated to be due on a day
other than a Business Day, such payment shall be made on the next succeeding
Business Day, and such extension of time shall in such case be included in the
computation of payment of interest or letter of credit fee, as the case may be.

          (e) Unless the Agent shall have received notice from the Borrower
prior to the date on which any payment is due by the Borrower to any Bank
hereunder that the Borrower will not make such payment in full, the Agent may
assume that the Borrower has made such payment in full to the Agent on such date
and the Agent may, in reliance upon such assumption, cause to be distributed to
each Bank on such due date an amount equal to the amount then due such Bank
hereunder. If and to the extent the Borrower shall not have so made such payment
in full to the Agent, each Bank shall repay to the Agent forthwith on demand
such amount distributed to such Bank together with interest thereon, for each
day from the date such amount is distributed to such Bank until the date such
Bank repays such amount to the Agent, at the Federal Funds Rate.

          SECTION 2.6. Taxes.

          (a) Any and all payments by the Borrower hereunder shall be made, in
accordance with Section 2.5, free and clear of and without deduction for any and
all present or future taxes, levies, imposts, deductions, charges or
withholdings with respect thereto, and all liabilities with respect thereto,
excluding in the case of each Bank and the Agent, (i) taxes imposed on its
income, and franchise taxes imposed on it, by the jurisdiction under the laws of
which such Bank or the Agent (as the case may be) is organized or any political
subdivision thereof and (ii) taxes imposed as a result of a present or former
connection between such Bank or the Agent, as the case may be, and the
jurisdiction imposing such tax or any political subdivision thereof and, in the
case of each Bank, taxes imposed on its income, and franchise taxes imposed on
it, by the jurisdiction of such Bank's Lending Office or any political
subdivision thereof, other than any such connection arising solely from the Bank
or Agent having executed or delivered, or performed its obligations or received
a payment under, or taken any other action related to this Agreement (all such
non-excluded taxes, levies, imposts, deductions, charges, withholdings and
liabilities being hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any


                                       33

<PAGE>

Bank or the Agent, (i) the sum payable shall be increased as may be necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.6) such Bank or the Agent, as the
case may be, receives an amount equal to the sum it would have received had no
such deductions been made, (ii) the Borrower shall make such deductions and
(iii) the Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

          (b) In addition, the Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies which arise from any payment made by the Borrower hereunder or
from the execution, delivery or registration of, or otherwise with respect to,
this Agreement (hereinafter referred to as "Other Taxes").

          (c) The Borrower will indemnify each Bank, each Issuing Bank and the
Agent for the full amount of Taxes or Other Taxes (including any Taxes or Other
Taxes imposed by any jurisdiction on amounts payable under this Section 2.6)
owed and paid by such Bank, such Issuing Bank or the Agent, as the case may be,
and any liability (including penalties, interest and expenses) arising therefrom
or with respect thereto. This indemnification shall be made within 30 days from
the date such Bank, such Issuing Bank or the Agent, as the case may be, makes
written demand therefor; provided that the Borrower shall have no liability
pursuant to this clause (c) of this Section 2.6 to indemnify a Bank, an Issuing
Bank or the Agent for Taxes or Other Taxes which were paid by such Bank, such
Issuing Bank or the Agent, as the case may be, more than ninety days prior to
such written demand for indemnification.

          (d) In the event that a Bank, an Issuing Bank or the Agent receives a
written communication from any governmental authority with respect to an
assessment or proposed assessment of any Taxes, such Bank, such Issuing Bank or
Agent, as the case may be, shall promptly notify the Borrower in writing and
provide the Borrower with a copy of such communication. The Agent's, an Issuing
Bank's or a Bank's failure to provide a copy of such communication to the
Borrower shall not relieve the Borrower of any of its obligations hereunder.

          (e) Within 30 days after the date of the payment of Taxes by or at the
direction of the Borrower, the Borrower will furnish to the Agent, at its
address referred to in Section 9.2, the original or a certified copy of a
receipt evidencing payment thereof. Should any Bank, any Issuing Bank or the
Agent ever receive any refund, credit or deduction from any taxing authority to
which such Bank, such Issuing Bank or the Agent, as the case may be, would not
be entitled but for the payment by the Borrower of Taxes as required by this
Section 2.6 (it being understood that the decision as to whether or not to
claim, and if claimed, as to the amount of any such refund, credit or deduction
shall be made by such Bank, such Issuing Bank or the Agent, as the case may be,
in its reasonable judgment), such Bank, such Issuing Bank or the Agent, as the
case may be, thereupon shall repay to the Borrower an amount with respect to
such refund, credit or deduction equal to any net reduction in taxes actually
obtained by such Bank, such Issuing Bank or the Agent, as the case may be, and
determined by such Bank, such Issuing Bank or the Agent, as the case may be, to
be attributable to such refund, credit or deduction.


                                       34

<PAGE>

          (f) Each Bank organized under the laws of a jurisdiction outside the
United States shall on or prior to the date of its execution and delivery of
this Agreement in the case of each Bank which is a party to this Agreement on
the date this Agreement becomes effective and on the date the Transfer Agreement
pursuant to which it becomes a Bank is first effective in the case of each other
Bank, and from time to time thereafter as necessary or appropriate (but only so
long thereafter as such Bank remains lawfully able to do so), provide each of
the Agent and the Borrower with two original Internal Revenue Service Forms
W-8BEN or W-8ECI (or, in the case of a Bank that has provided a certificate to
the Agent that it is not (i) a "bank" as defined in Section 881(c)(3)(A) of the
Internal Revenue Code, (ii) a ten-percent shareholder (within the meaning of
Section 871(h)(3)(B) of the Internal Revenue Code) of the Borrower or (iii) a
controlled foreign corporation related to the Borrower (within the meaning of
Section 864(d)(4) of the Internal Revenue Code), Internal Revenue Service Form
W-8BEN), or any successor or other form prescribed by the Internal Revenue
Service, certifying that such Bank is exempt from or entitled to a reduced rate
of United States withholding tax on payments pursuant to this Agreement or any
other Credit Document or, in the case of a Bank that has certified that it is
not a "bank" as described above, certifying that such Bank is a foreign
corporation. If the forms provided by a Bank at the time such Bank first becomes
a party to this Agreement indicate a United States interest withholding tax rate
in excess of zero, withholding tax at such rate shall be considered excluded
from Taxes unless and until such Bank provides the appropriate forms certifying
that a lesser rate applies, whereupon withholding tax at such lesser rate only
shall be considered excluded from Taxes for periods governed by such forms.

          (g) For any period with respect to which a Bank has failed to provide
the Borrower with the appropriate form, certificate or other document described
in subsection (f) of this Section 2.6 (other than if such failure is due to a
change in the applicable law, or in the interpretation or application thereof,
occurring after the date on which a form, certificate or other document
originally was required to be provided) such Bank shall not be entitled to
indemnification under subsection (a) or (c) of this Section 2.6 with respect to
Taxes imposed by the United States by reason of such failure; provided, however,
that should a Bank become subject to Taxes because of its failure to deliver a
form, certificate or other document required hereunder, the Borrower shall take
such steps as such Bank shall reasonably request to assist such Bank in
recovering such Taxes.

          (h) Any Bank claiming any additional amounts payable pursuant to this
Section 2.6 agrees to use reasonable efforts to change the jurisdiction of its
Lending Office if the making of such a change would avoid the need for, or
reduce the amount of, any such additional amounts that may thereafter accrue and
would not, in the reasonable judgment of such Bank, be otherwise materially
disadvantageous to such Bank.

          (i) Without prejudice to the survival of any other agreement of the
Borrower hereunder, the agreements and obligations of the Borrower contained in
this Section 2.6 shall survive the payment in full of principal and interest
hereunder and the Termination Date.

          (j) Notwithstanding any provision of this Agreement to the contrary,
this Section 2.6 shall be the sole provision governing indemnities and claims
for taxes under this Agreement.


                                       35

<PAGE>


          SECTION 2.7. Sharing of Payments, Etc. If any Bank shall obtain any
payment (whether voluntary or involuntary, or through the exercise of any right
of set-off or otherwise) on account of its Letter of Credit Interest (other than
pursuant to Section 2.6 or 9.4(b)) in excess of its ratable share of payments on
account of all Letter of Credit Interests obtained by all the Banks, such Bank
shall forthwith purchase from the other Banks such participations in the Letter
of Credit Interests of such other Banks as shall be necessary to cause such
purchasing Bank to share the excess payment ratably with each of them, provided,
however, that if all or any portion of such excess payment is thereafter
recovered from such purchasing Bank, such purchase from each Bank shall be
rescinded and such Bank shall repay to the purchasing Bank the purchase price to
the extent of such Bank's ratable share (according to the proportion of (i) the
amount of the participation purchased from such Bank as a result of such excess
payment to (ii) the total amount of such excess payment) of such recovery
together with an amount equal to such Bank's ratable share (according to the
proportion of (i) the amount of such Bank's required repayment to (ii) the total
amount so recovered from the purchasing Bank) of any interest or other amount
paid or payable by the purchasing Bank in respect of the total amount so
recovered. The Borrower agrees that any Bank so purchasing a participation from
another Bank pursuant to this Section 2.7 may, to the fullest extent permitted
by law, exercise all its rights of payment (including the right of set-off) with
respect to such participation as fully as if such Bank were the direct creditor
of the Borrower in the amount of such participation.

          SECTION 2.8. Optional Termination. Notwithstanding anything to the
contrary in this Agreement, if (i) any Person (other than a trustee or other
fiduciary holding securities under an employee benefit plan of the Borrower or
of any Subsidiary of the Borrower) or two or more Persons acting in concert
(other than any group of employees of the Borrower or of any of its
Subsidiaries) shall have acquired beneficial ownership (within the meaning of
Rule l3d-3 of the Securities and Exchange Commission under the Securities
Exchange Act of 1934), directly or indirectly, of securities of the Borrower (or
other securities convertible into such securities) representing 35% or more of
the combined voting power of all securities of the Borrower entitled to vote in
the election of directors, other than securities having such power only by
reason of the happening of a contingency, or (ii) during any period of up to 24
consecutive months, commencing on, before or after the date of this Agreement,
individuals who at the beginning of such 24-month period were directors of the
Borrower or who were elected or nominated by individuals who at the beginning of
such period were such directors or by individuals elected in accordance with
this clause (ii) shall cease for any reason (other than as a result of death,
incapacity or normal retirement) to constitute a majority of the board of
directors of the Borrower, or (iii) any Person (other than the Borrower or a
Wholly-Owned Subsidiary of the Borrower) or two or more Persons acting in
concert shall have acquired by contract or otherwise, or shall have entered into
a merger or purchase agreement with the Borrower pursuant to which such Person
or Persons shall have acquired the power to exercise, directly or indirectly, a
controlling influence over the management or policies of the Borrower; then the
Agent shall at the request, or may with the consent, of the Majority Banks, by
notice to the Borrower, declare all of the obligations of the Banks with respect
to any Letter of Credit issued after the date of such termination and the
obligation of each Issuing Bank to issue Letters of Credit to be terminated,
whereupon all of the Letter of Credit Commitments and each such obligation of
the Banks (including the obligation to issue or participate in any new Letter
of Credit issued after such termination, but specifically excluding the
obligation of each Bank to participate in Letters

                                       36

<PAGE>


of Credit outstanding at the time of such termination) shall forthwith
terminate, and the Borrower shall not have any further right to obtain Letters
of Credit hereunder.

          SECTION 2.9. Extension of Termination Date. By notice given to the
Agent and the Banks, at least thirty days but not more than forty-five days
before the Stated Termination Date then in effect, the Borrower may request the
Banks to extend the Stated Termination Date for an additional period to a date
which is 364 days after the then current Stated Termination Date. Within thirty
days after receipt of such request, each Bank that agrees, in its sole and
absolute discretion, to so extend the Stated Termination Date shall notify the
Borrower and the Agent in writing that it so agrees, and if all Banks so agree
the Stated Termination Date shall be so extended.

          SECTION 2.10. Letter of Credit Facility. Subject to the terms and
conditions of this Agreement, the Letter of Credit Commitments may be utilized,
upon the request of the Borrower, by the issuance by any Issuing Bank (such
issuance, and any funding of a draw thereunder, to be made by the Issuing Banks
in reliance on the agreements of the other Banks in this Section) of standby
letters of credit (collectively, the "Letters of Credit", and each a "Letter of
Credit") for the account of the Borrower or any of its Subsidiaries; provided
that in no event shall (i) the aggregate amount of all Letter of Credit
Liabilities exceed the aggregate Letter of Credit Commitments, (ii) at the time
of issuance, the U.S. Dollar Equivalent of the outstanding amount of all
Canadian Letters of Credit exceed $50,000,000, (iii) the aggregate amount of all
Letters of Credit issued by any Issuing Bank exceed the Letter of Credit
Commitment of such Issuing Bank, (v) the aggregate amount of all Letters of
Credit issued by the Issuing Banks hereunder exceed the aggregate U.S. Dollar
L/C Commitment, (v) the expiration date of any Letter of Credit extend beyond
the date that is ten Business Days prior to the Stated Termination Date then in
effect, (vi) any Canadian Letter of Credit be payable in any currency other than
Canadian Dollars, (vii) any U.S. Letter of Credit be payable in any currency
other than Dollars or (viii) any Letter of Credit be payable in more than one
currency. The following additional provisions shall apply to Letters of Credit:

          (a) Notice of Issuance. The Borrower shall give the Agent and the
     Issuing Bank from which it is requesting a Letter of Credit at least three
     Business Days' (or such shorter period as agreed to by the Agent and such
     Issuing Bank) prior notice, in the form of Exhibit E (a "Notice of Letter
     of Credit"), specifying the Business Day such Letter of Credit is to be
     issued and the account party or parties therefor and describing in
     reasonable detail the proposed terms of such Letter of Credit (including
     the beneficiary thereof) and the nature of the transactions or obligations
     proposed to be supported thereby; provided that (i) Canadian Letters of
     Credit shall be issued only by the Canadian Issuing Bank and (ii) the
     Canadian Issuing Bank shall not be required to issue any Letter of Credit
     other than Canadian Letters of Credit.

          (b) Participations in Letters of Credit. On each day during the period
     commencing with the issuance by any Issuing Bank of any Letter of Credit
     and until such Letter of Credit shall have expired or been terminated, the
     Letter of Credit Commitment of each Issuing Bank shall be deemed to be
     utilized for all purposes of this Agreement in an amount equal to the
     stated amount of such Letter of Credit. Each Bank agrees that, upon the
     issuance of any Letter of Credit hereunder by any Issuing Bank, it shall


                                       37

<PAGE>

     automatically acquire a participation in such Issuing Bank's liability
     under such Letter of Credit in an amount equal to such Bank's LC
     Participation Percentage of such liability, and each Bank thereby shall
     absolutely, unconditionally and irrevocably assume, as primary obligor and
     not as surety, and shall be unconditionally obligated to such Issuing Bank
     to the extent provided in this Section 2.10.

          (c) Reimbursement Obligations; Notice of Drawings. Upon receipt from
     the beneficiary of any Letter of Credit of any demand for payment under
     such Letter of Credit, the Issuing Bank that issued such Letter of Credit
     shall promptly notify the Borrower (through the Agent) of the amount to be
     paid by such Issuing Bank as a result of such demand and the date on which
     payment is to be made by such Issuing Bank to such beneficiary in respect
     of such demand, which shall be (unless same day payment is required by the
     terms of such Letter of Credit pursuant to a request of the Borrower) at
     least one Business Day after the date on which the Agent shall deliver such
     notice to the Borrower pursuant to this sentence. Notwithstanding the
     identity of the account party of any Letter of Credit, the Borrower hereby
     unconditionally agrees to pay and reimburse the Agent for the account of
     the Issuing Bank that issued a Letter of Credit for the amount of each
     demand for payment under such Letter of Credit that is in substantial
     compliance with the provisions of such Letter of Credit at or prior to the
     date on which payment is to be made by such Issuing Bank to the beneficiary
     thereunder, without presentment, demand, protest or other formalities of
     any kind, together with interest thereon at a rate per annum equal to the
     Base Rate plus 6.5% per annum for the period from the date of such demand
     until the date of such reimbursement. The Borrower's obligations to
     reimburse each Issuing Bank as provided herein shall be absolute,
     unconditional and irrevocable under all circumstances whatsoever, including
     the following circumstances: (i) any lack of validity of this Agreement,
     the other Credit Documents or the other documents to be delivered under
     this Agreement; (ii) the existence of any claim, set-off, defense or other
     right that the Borrower may have at any time against the Agent, any Bank,
     any Issuing Bank or any other Person, whether in connection with the
     transactions contemplated by this Agreement or any unrelated transaction;
     (iii) any action or inaction taken or suffered by any Issuing Bank under a
     Letter of Credit if taken in good faith and in conformity with applicable
     law; (iv) the payment by any Issuing Bank under a Letter of Credit against
     presentation of a demand, statement or other document which in the sole
     discretion of such Issuing Bank substantially complies with the terms of
     such Letter of Credit, including any demand, statement or other document
     which is forged, fraudulent, invalid or inaccurate in any respect; (v) any
     exchange, release or non-perfection of any collateral for, or any release
     or amendment or waiver of or consent to departure from any guarantee of,
     all or any of the Obligations of the Borrower in respect of any Letter of
     Credit; and (vi) any determination of invalidity or unenforceability with
     respect to any Letter of Credit after payment by an Issuing Bank
     thereunder.

          (d) Payments by Banks to Issuing Banks. To the extent that the
     Borrower fails to make any payment to an Issuing Bank that the Borrower is
     required to make pursuant to Section 2.10(c), each Bank (other than such
     Issuing Bank) shall pay to the Agent, for the account of such Issuing Bank
     in Dollars (or, in the case of Canadian Letters of Credit, in Canadian
     Dollars) and in immediately available funds, the amount of


                                       38

<PAGE>

     such Bank's LC Participation Percentage of any payment under a Letter of
     Credit upon notice by such Issuing Bank (through the Agent) to such Bank
     requesting such payment and specifying such amount. Each such Bank's
     obligation to make such payment to the Agent for the account of such
     Issuing Bank under this Section 2.10(d), and such Issuing Bank's right to
     receive the same, shall be absolute and unconditional and shall not be
     affected by any circumstance whatsoever other than the gross negligence or
     willful misconduct of such Issuing Bank in making payment under such Letter
     of Credit, including the failure of any other Bank to make its payment
     under this Section 2.10(d), the financial condition of the Borrower (or any
     account party in respect of such Letter of Credit), the existence of any
     Event of Default or the termination of the Letter of Credit Commitments. If
     any Bank shall default in its obligation to make any such payment to the
     Agent for the account of an Issuing Bank, for so long as such default shall
     continue the Agent may, at the request of such Issuing Bank, withhold from
     any payments received by the Agent under this Agreement for the account of
     such Bank the amount so in default and, to the extent so withheld, pay the
     same to such Issuing Bank for application to such defaulted obligation.

          (e) Participations in Reimbursement Obligations. Upon the making of
     each payment by a Bank to an Issuing Bank pursuant to Section 2.10(d) in
     respect of any Letter of Credit, such Bank shall, automatically and without
     any further action on the part of the Agent, any Issuing Bank or such Bank,
     acquire (i) a funded participation in an amount equal to such payment in
     the Reimbursement Obligation owing to such Issuing Bank by the Borrower
     hereunder and under the Letter of Credit Documents relating to such Letter
     of Credit and (ii) a participation in a percentage equal to such Bank's LC
     Participation Percentage in any interest or other amounts payable by the
     Borrower hereunder and under such Letter of Credit Documents in respect of
     such Reimbursement Obligation (other than the fronting fee contemplated by
     Section 2.1(b)(i)). Upon receipt by any Issuing Bank from or for the
     account of the Borrower of any payment in respect of any Reimbursement
     Obligation or any such interest or other amount (including by way of setoff
     or application of proceeds of any collateral security), such Issuing Bank
     shall promptly pay to the Agent, for the account of each Bank entitled
     thereto, such Bank's participation percentage of such payment, each such
     payment by such Issuing Bank to be made in the same currency and funds in
     which received by any Issuing Bank. In the event any payment received by
     such Issuing Bank and so paid to the Banks hereunder is rescinded or must
     otherwise be returned by any Issuing Bank, each Bank shall, upon the
     request of such Issuing Bank (through the Agent), repay to such Issuing
     Bank (through the Agent) the portion of such payment paid to such Bank.

          (f) Information Provided by Issuing Banks to Banks. Promptly after the
     issuance of or amendment to any Letter of Credit, the Issuing Bank that
     issued such Letter of Credit will notify the Agent and the Borrower in
     writing of such issuance or amendment and such notice shall be accompanied
     by a copy of such issuance or amendment. Upon receipt of such notice, the
     Agent shall notify each Bank of such issuance or amendment and, if
     requested by a Bank, the Agent shall provide such Bank with copies of such
     issued or amended Letter of Credit.


                                       39

<PAGE>

          (g) Conditions Precedent to Issuance, Extension and Modification. The
     issuance by any Issuing Bank of a Letter of Credit, or any extension of any
     outstanding Letter of Credit, shall be subject to satisfaction of each of
     the conditions precedent set forth in Article III, and shall further be
     subject to the conditions precedent that (i) such Letter of Credit shall be
     in such form and contain such terms as shall be reasonably satisfactory to
     such Issuing Bank consistent with its then current practices and procedures
     of general applicability with respect to letters of credit of the same type
     and (ii) the Borrower shall have executed and delivered such agreements and
     other instruments relating to such Letter of Credit as such Issuing Bank
     shall have reasonably requested consistent with its then current practices
     and procedures of general applicability with respect to letters of credit
     of the same type; provided that in the event of any conflict between any
     such application, agreement or other instrument and the provisions of this
     Agreement, the provisions of this Agreement shall control. The issuance by
     any Issuing Bank of any modification or supplement to any Letter of Credit
     hereunder shall be subject to the same conditions applicable under this
     Section 2.10 to the issuance of new Letters of Credit, and no such
     modification or supplement shall be issued hereunder unless the Letter of
     Credit affected thereby would have complied with such conditions had it
     originally been issued hereunder in such modified or supplemented form.

          (h) Interest Payable to Issuing Banks by Banks. To the extent that any
     Bank shall fail to pay any amount required to be paid pursuant to Section
     2.10(d) or (e) on the due date therefor, such Bank shall pay interest to
     the Issuing Bank owed such amount (through the Agent) on such amount from
     and including such due date to but excluding the date such payment is made
     at a rate per annum equal to the Federal Funds Rate.

          (i) Indemnification of the Banks, Issuing Banks and Agent. The
     Borrower hereby indemnifies and holds harmless each Bank, each Issuing Bank
     and the Agent from and against any and all claims, damages, losses,
     liabilities, costs and expenses that such Bank, such Issuing Bank or the
     Agent may incur (or that may be claimed against such Bank, such Issuing
     Bank or the Agent by any Person whatsoever) by reason of or in connection
     with the execution and delivery or transfer of or payment or refusal to pay
     by each Issuing Bank under any Letter of Credit (EXPRESSLY INCLUDING ANY
     SUCH CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE
     ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF SUCH BANK, SUCH ISSUING BANK
     OR THE AGENT, AS THE CASE MAY BE, BUT EXCLUDING ANY SUCH CLAIM, DAMAGE,
     LOSS, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL
     MISCONDUCT OF SUCH BANK, SUCH ISSUING BANK AND THE AGENT). IT IS THE INTENT
     OF THE PARTIES HERETO THAT EACH BANK, EACH ISSUING BANK OR THE AGENT, AS
     THE CASE MAY BE, SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 2.10(I), BE
     INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE; provided
     that the Borrower shall not be required to indemnify any Bank, any Issuing
     Bank or the Agent for any claims, damages, losses, liabilities, costs or
     expenses to the extent, but only to the extent, caused by (x) in the case
     of each Issuing Bank, the willful misconduct or gross negligence of such
     Issuing Bank in determining whether a request presented under any Letter of
     Credit complied with the terms of such Letter of Credit or (y) in the case
     of any


                                       40

<PAGE>

     Bank, such Bank's failure to pay its Letter of Credit Liabilities pursuant
     to Sections 2.10(d), (e) and (h).

                                   ARTICLE III
                                   CONDITIONS

          SECTION 3.1. Conditions Precedent to Effectiveness of Agreement.
Subject to Section 3.3 below, the amendment and restatement of the Existing
Credit Agreement and the obligation of each Issuing Bank to maintain existing
issued Letters of Credit as Letters of Credit under this Agreement and to issue
new Letters of Credit under this Agreement is subject to the condition precedent
that the Agent shall have received the following, in form and substance
satisfactory to the Agent (and the Banks, in the case of the Security Documents)
and in sufficient copies (if applicable) for each Bank:

          (a) Certified copies of the resolutions of the Board of Directors, or
     the Executive Committee thereof, of the Borrower and each of its
     Subsidiaries being a party to any Security Document authorizing the
     execution of this Agreement, the other Credit Documents to which the
     Borrower or such Subsidiary is a party, and each Notice of Letter of
     Credit, and all other documents, in each case evidencing any necessary
     company action and governmental approvals, if any, with respect to each
     such Credit Document.

          (b) A certificate of the Secretary or an Assistant Secretary of the
     Borrower and each of its Subsidiaries being a party to any Security
     Document certifying (i) that attached thereto are true and correct copies
     of the Certificate of Incorporation and Bylaws, or other applicable
     formation documents, of the Borrower or such Subsidiary, together with any
     amendments thereto, and (ii) the names and true signatures of the officers
     of the Borrower or such Subsidiary authorized to sign each Credit Document.

          (c) Opinions of each of (i) William G. von Glahn, General Counsel of
     the Borrower, substantially in the form of Exhibit A hereto and (ii) New
     York counsel to the Borrower and Guarantors, substantially in the form of
     Exhibits B-1 and B-2 hereto, and, in each case, as to such other matters as
     any Bank through the Agent may reasonably request.

          (d) A duly executed and effective amendment and restatement of the
     Multiyear Williams Credit Agreement and amendment of each of the Progeny
     Facility documents, other than those automatically amended by virtue of the
     amendment to the Multiyear Williams Credit Agreement, each dated the date
     of this Agreement.

          (e) A certificate of an officer of the Borrower stating the respective
     ratings by each of S&P and Moody's of the senior unsecured long-term debt
     of the Borrower as in effect on the date of this Agreement.


                                       41

<PAGE>

          (f) A duly executed and effective amendment to the Pledge Agreement,
     Security Agreement, Collateral Trust Agreement, LLC Guaranty, and Midstream
     Guaranty each dated the date of this Agreement.

          (g) A duly executed and fully effective amendment and restatement of
     the Holdings Guaranty.

          (h) A certificate of an officer of the Borrower and each of its
     Subsidiaries being a party to any Security Document, dated as of the date
     of the execution and delivery of this Agreement (the statements made in
     each such certificate shall be true on and as of such date), certifying as
     to (i) the truth, in all material respects, of the representations and
     warranties contained in this Agreement (in the case of the Borrower only)
     and the Credit Documents as though made on and as of the date of the
     execution and delivery of this Agreement other than any such
     representations or warranties that, by their terms, refer to a specific
     date other than such date, in which case as of such specific date and (ii)
     the absence of any event (x) occurring and continuing after giving effect
     to this Agreement, the Barrett Loan Agreement and the agreements referred
     to in Section 3.1(d) hereof, and assuming the consummation of the
     transactions contemplated thereby, or (y) resulting from the execution and
     delivery of this Agreement and the Credit Documents and the performance of
     the Borrower or such Subsidiary, as applicable, of its obligations
     hereunder or under any other Credit Document, that constitutes an Event of
     Default (other than any Event of Default which may arise as a result of a
     draw or the probability of a draw under a letter of credit).

          (i) The Borrower shall have paid in full all accrued fees and expenses
     of the Agent (including the accrued fees and expenses of counsel to the
     Agent and local counsel to the Agent).

          (j) Counterparts of this Agreement, duly executed on behalf of the
     Borrower and the Majority Banks.

For purposes of determining compliance with the conditions specified in this
Section 3.1, each Bank shall be deemed to have (i) consented to, approved,
authorized and accepted and to be satisfied with each document or other matter
required under this Section 3.1 (provided that each Bank has received access to
a copy of each document set forth in clauses (f) and (g) hereof and the
Multiyear Williams Credit Agreement) and (ii) authorized the Collateral Agent
and the Collateral Trustee to execute the documents set forth in clauses (f) and
(g) hereof, as applicable, unless both (x) an officer of the Agent responsible
for the transactions contemplated by this Agreement shall have received written
notice from such Bank prior to the issuance of the initial Letter of Credit
under this Agreement specifying its objection thereto and (y) such Bank shall
not have accepted any portion of the fees set forth in Section 2.1(b). The Agent
shall give the Borrower notice when all actions required by Section 3.1 have
been satisfied.

          SECTION 3.2. Conditions Precedent to an Issuance of a Letter of
Credit. The obligation of each Issuing Bank to issue a Letter of Credit
(including the initial Letter of Credit) shall be subject to the further
conditions precedent that on the date of the requested issuance of such Letter
of Credit, the following statements shall be true (and each of the giving of the


                                       42

<PAGE>

applicable Notice of Letter of Credit and the issuance of such Letter of Credit
shall constitute a representation and warranty by the Borrower that on the date
such Letter of Credit is issued such statements are true):

          (a) the representations and warranties contained in Section 4.1 and in
     each of the Security Documents are correct on and as of the date of such
     Letter of Credit, before and after issuance of such Letter of Credit, as
     though made on and as of such date (unless such representation and warranty
     speaks solely as of a particular date or a particular period, in which
     case, as of such date or for such period),

          (b) no event has occurred and is continuing, or would result from the
     issuance of such Letter of Credit, which constitutes a Default or Event of
     Default, and

          (c) after giving effect to such Letter of Credit and Letters of Credit
     which have been requested by the Borrower on or prior to such date but
     which have not been made or issued prior to such date, the sum of the
     aggregate amount of all Letter of Credit Liabilities will not exceed the
     aggregate of the Letter of Credit Commitments.

          SECTION 3.3. Special Condition to Effectiveness of Certain Provisions.
Notwithstanding any contrary term or provision in Section 3.1 or elsewhere in
this Agreement, amendments relating to (x) the release of Collateral and (y)
Section 9.1, to the extent not permitted in the Existing Agreement without the
consent of all Banks, shall be of no force and effect until (a) the Agent shall
have received (i) a duly executed counterpart hereof from each Bank listed on
the signature pages hereof and (ii) a duly executed counterpart of the Multiyear
Williams Credit Agreement from each lender being a party thereto and (b) all
other conditions set forth in Section 3.1 are fully satisfied.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

     SECTION 4.1. Representations and Warranties of the Borrower. The Borrower
represents and warrants as follows:

          (a) The Borrower is duly organized or validly formed, validly existing
     and (if applicable) in good standing under the laws of the State of
     Delaware and 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 on the business, assets, condition or
     operation of the Borrower and its Material Subsidiaries taken as a whole.
     Each Material Subsidiary (other than


                                       43

<PAGE>

     NewGP, if applicable) 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 on the business, assets, condition or operations of
     the Borrower and its Material Subsidiaries taken as a whole (other than
     NewGP, if applicable). Each Material Subsidiary (other than NewGP, if
     applicable) 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 on the business, assets, condition or
     operation of the Borrower and its Material Subsidiaries (other than NewGP,
     if applicable) taken as a whole.

          (b) After giving effect to this Agreement, the Multiyear Williams
     Credit Agreement, the Barrett Loan Agreement and the Progeny Facilities and
     assuming the consummation of the transactions contemplated thereby, the
     execution, delivery and performance by each of the Borrower and the
     Guarantors of the Credit Documents to which it is a party and the
     consummation of the transactions contemplated thereby are within the
     Borrower's or such Guarantor's, as the case may be, corporate or limited
     liability company powers, have been duly authorized by all necessary
     corporate or limited liability company action, do not contravene (i) the
     Borrower's or such Guarantor's, as the case may be, charter, by-laws or
     formation agreement or (ii) law or any restriction under any material
     agreement binding on or affecting the Borrower or any Guarantor (other than
     any default which may arise as a result of a draw or the probability of a
     draw under a letter of credit) and will not result in or require the
     creation or imposition of any Lien prohibited by this Agreement.

          (c) No authorization or approval or other action by, and no notice to
     or filing with, any governmental authority or regulatory body is required
     for the due execution, delivery and performance by the Borrower or any
     Guarantor of any Credit Document to which any of them is a party, or the
     consummation of the transactions contemplated thereby.

          (d) Each Credit Document to which the Borrower or any Guarantor is a
     party has been duly executed and delivered by such Person and is the legal,
     valid and binding obligation of such Person enforceable against such Person
     in accordance with its 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) (i) The Consolidated balance sheet of the Borrower and its
     Consolidated Subsidiaries as at December 31, 2001, and the related
     Consolidated statements of income and cash flows of the Borrower and its
     Consolidated Subsidiaries for the fiscal year then ended, copies of which
     have been furnished to each Bank, and the unaudited Consolidated balance
     sheet of the Borrower and its Consolidated Subsidiaries as at March 31,
     2002, and the related unaudited Consolidated statements of income and cash
     flows of the Borrower and its Consolidated Subsidiaries for the three
     months then ended, duly certified by an authorized financial officer of the
     Borrower, copies of which have been furnished to each Bank, fairly present
     (in the case of such balance sheet as at March 31, 2002, and such
     statements of income and cash flows for the three months then ended,
     subject to year-end audit adjustments and the lack of footnotes) the
     Consolidated


                                       44

<PAGE>

     financial condition of the Borrower and its Consolidated Subsidiaries as at
     such dates and the Consolidated results of operations of the Borrower and
     its Consolidated Subsidiaries for the year and three month period,
     respectively, ended on such dates, all in accordance with generally
     accepted accounting principles consistently applied. Except as has been
     disclosed to each Bank, from December 31, 2001 to the date of this
     Agreement, there has been no material adverse change in the Consolidated
     financial condition or Consolidated results of operations of the Borrower
     and its Consolidated Subsidiaries.

          (i) The unaudited Consolidated balance sheet of WGPC and its
     Consolidated Subsidiaries as at December 31, 2001, and the related
     unaudited Consolidated statements of income and cash flows of WGPC and its
     Consolidated Subsidiaries for the fiscal year then ended, copies of which
     have been furnished to each Bank, and the unaudited Consolidated balance
     sheet of WGPC and its Consolidated Subsidiaries as at March 31, 2002, and
     the unaudited related Consolidated statements of income and cash flows of
     WGPC and its Consolidated Subsidiaries for the three months then ended,
     duly certified by an authorized financial officer of WGPC, copies of which
     have been furnished to each Bank, fairly present (in the case of such
     balance sheet as at March 31, 2002, and such statements of income and cash
     flows for the three months then ended, subject to year-end audit
     adjustments and the lack of footnotes) the Consolidated financial condition
     of WGPC and its Consolidated Subsidiaries, respectively, as at such dates
     and the Consolidated results of operations of WGPC and its Consolidated
     Subsidiaries, respectively, for the year and three month period,
     respectively, ended on such dates, all in accordance with generally
     accepted accounting principles consistently applied. From December 31, 2001
     to the date of this Agreement, there has been no material adverse change in
     the Consolidated financial condition or Consolidated results of operations
     of WGPC and its Consolidated Subsidiaries.

          (ii) The unaudited Consolidated balance sheet of WF Group and its
     Consolidated Subsidiaries as at December 31, 2001, and the related
     unaudited Consolidated statements of income and cash flows of WF Group and
     its Consolidated Subsidiaries for the fiscal year then ended, copies of
     which have been furnished to each Bank, and the unaudited Consolidated
     balance sheet of WF Group and its Consolidated Subsidiaries as at March 31,
     2002, and the related unaudited Consolidated statements of income and cash
     flows of WF Group and its Consolidated Subsidiaries for the three months
     then ended, duly certified by an authorized financial officer of WF Group,
     copies of which have been furnished to each Bank, fairly present (in the
     case of such balance sheet as at March 31, 2002, and such statements of
     income and cash flows for the three months then ended, subject to the lack
     of footnotes) the Consolidated financial condition of WF Group and its
     Consolidated Subsidiaries as at such dates and the Consolidated results of
     operations of WF Group and its Consolidated Subsidiaries for the year and
     three month period, respectively, ended on such dates, all in accordance
     with generally accepted accounting principles consistently applied.

          (f) Except as set forth on Schedule XV or in the Public Filings or as
     otherwise disclosed in writing by the Borrower to the Banks and the Agent
     after the date hereof and approved by the Majority Banks, there is no
     pending or, to the knowledge of the Borrower, threatened action or
     proceeding affecting the Borrower, any Guarantor or any


                                       45

<PAGE>

     Material Subsidiary (other than NewGP, if applicable) of the Borrower or
     against any of its or their respective properties or revenues before any
     court, governmental agency or arbitrator, which could reasonably be
     expected to materially and adversely affect the financial condition or
     operations of the Borrower and its Subsidiaries taken as a whole or which
     purports to affect the legality, validity, binding effect or enforceability
     of this Agreement or any other Credit Document.

          (g) No Letter of Credit has been or will be used for any purpose or in
     any manner contrary to the provisions of Section 5.2(m).

          (h) The Borrower is not engaged in the business of extending credit
     for the purpose of purchasing or carrying margin stock (within the meaning
     of Regulation U issued by the Federal Reserve Board), and no proceeds of
     any issuance of a Letter of Credit will be used to purchase or carry any
     such margin stock (other than purchases of common stock expressly permitted
     by Section 5.2(m)) or to extend credit to others for the purpose of
     purchasing or carrying any such margin stock. Following application of the
     proceeds of each issuance of a Letter of Credit, no more than 25% of the
     value of the Reg U Limited Assets of the Borrower will consist of margin
     stock (as defined in Regulation U), and no more than 25% of the value of
     the Reg U Limited Assets of the Borrower and its Subsidiaries on a
     consolidated basis will consist of margin stock (as defined in Regulation
     U).

          (i) The Borrower 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.

          (j) 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 Borrower or any Material Subsidiary (other
     than NewGP, if applicable) of the Borrower. The Borrower has not nor has
     any ERISA Affiliate of the Borrower received any notification that any
     Multiemployer Plan is in reorganization or has been terminated, within the
     meaning of Title IV of ERISA, and the Borrower 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 would have any
     material adverse effect on the Borrower, any Material Subsidiary (other
     than NewGP, if applicable) of the Borrower or any ERISA Affiliate of the
     Borrower.

          (k) As of the date of this Agreement, the United States federal income
     tax returns of the Borrower and its Material Subsidiaries have been
     examined through the fiscal year ended December 31, 1995. The Borrower and
     its Subsidiaries 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 Borrower 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 Borrower and the
     Material Subsidiaries of the Borrower in respect of taxes are adequate.


                                       46

<PAGE>

          (l) The Borrower 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.

          (m) Except as set forth in the Public Filings or as otherwise
     disclosed in writing by the Borrower to the Banks and the Agent after the
     date hereof and approved by the Majority Banks, the Borrower and its
     respective Material Subsidiaries (other than NewGP, if applicable) are in
     compliance in all material respects with all Environmental Protection
     Statutes to the extent material to the operations or the consolidated
     financial condition of the Borrower and its Consolidated Subsidiaries taken
     as a whole. Except as set forth in the Public Filings or as otherwise
     disclosed in writing by the Borrower to the Banks and the Agent after the
     date hereof and approved by the Majority Banks, the aggregate contingent
     and non-contingent liabilities of the Borrower and its Consolidated
     Subsidiaries (other than those reserved for in accordance with generally
     accepted accounting principles and set forth in the financial statements
     regarding the Borrower referred to in Section 4.1(e) and delivered to each
     Bank and excluding liabilities to the extent covered by insurance if the
     insurer has confirmed that such insurance covers such liabilities or which
     the Borrower 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 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,
     conditions or operations of the Borrower and its Consolidated Subsidiaries,
     taken as a whole. Each of the Borrower and its respective Material
     Subsidiaries (other than NewGP, if applicable) holds, or has submitted a
     good faith application for, all Environmental Permits (none of which has
     been terminated or denied) required for any of its current operations or
     for any property owned, leased, or otherwise operated by it; and is, and
     within the period of all applicable statutes of limitation has been, in
     compliance with all of its Environmental Permits.

          (n) Other than the Permitted Liens, the Borrower and its Subject
     Subsidiaries have good, valid and indefeasible title to, or a valid
     leasehold interest in, its respective property and to all property
     reflected by its respective balance sheet referenced in clause (e) above as
     being owned by the Borrower (except property sold or otherwise disposed of
     by the Borrower or its Subject Subsidiaries in conformity with the terms
     and conditions of the Multiyear Williams Credit Agreement). Each of the
     Borrower and the Midstream Subsidiaries have sufficient title to all
     Midstream Assets they collectively own and operate as is necessary for the
     conduct of the Midstream Business after the date hereof in accordance with
     the ownership and operation of the Midstream Business in the twelve months
     prior to the date hereof. There exists, or following completion of the
     post-closing items more fully described in Schedule XII, there will exist
     an Acceptable Security Interest in all Collateral other than the Excluded
     Collateral.


                                       47

<PAGE>

          (o) After giving effect to this Agreement and the concurrent
     amendments to various financing arrangements and agreements of the Borrower
     and its Subsidiaries, the Borrower and each Guarantor, individually and
     together with its Subsidiaries, is Solvent.

          (p) The Persons listed on Schedule X are all of the Midstream
     Subsidiaries and own, lease or hold all Midstream Assets necessary and/or
     appropriate for the operation and carrying on of the Midstream Business
     associated with the Midstream Assets as conducted during the 12 months
     preceding the date hereof.

          (q) Neither the Borrower nor any Guarantor is in default under or with
     respect to any of its margin requirements and capital assurance
     requirements in any respect which could reasonably be expected to have a
     material adverse effect on the Midstream Business of the Borrower or any
     Guarantor. No Default or Event of Default has occurred and is continuing.

          (r) Except as would not have a material adverse effect on the conduct
     of the Midstream Business conducted by the Midstream Subsidiaries, the
     various gathering systems which comprise part of the Midstream Assets are
     covered by recorded fee deeds, right of ways, easements, leases,
     servitudes, permits, licenses, or other instruments in favor of the
     Midstream Subsidiaries (or their predecessors in title) and their
     successors and assigns, which instruments establish a contiguous right of
     way for the respective gathering systems and grant the right to construct,
     operate, and maintain the respective gathering system in, over, under, and
     across the land covered thereby; provided that certain licenses and permits
     from railroads, utilities, owners of meter sites and various state and
     local Governmental Authorities and rights granted by Hydrocarbon producers
     on their respective properties may not be recorded. The pipelines
     comprising the various gathering systems which are part of the Midstream
     Assets of the Midstream Subsidiaries are located within the confines of
     contiguous rights of way and do not encroach upon any adjoining property in
     any material respects. The rights of ingress and egress held by the
     Midstream Subsidiaries with respect to such gathering systems allow the
     applicable Midstream Subsidiaries to inspect, operate, repair, and maintain
     such gathering systems in a normal manner consistent with past practices.

                                    ARTICLE V
                            COVENANTS OF THE BORROWER

          SECTION 5.1. Affirmative Covenants. So long as any Letter of Credit
shall remain outstanding, any Letter of Credit Liability shall exist or any
Issuing Bank shall have any Letter of Credit Commitment hereunder, the Borrower
will, unless the Majority Banks shall otherwise consent in writing:

          (a) Compliance with Laws, Etc. Comply, and cause each of its Subject
     Subsidiaries to comply, in all material respects with all applicable laws,
     rules, regulations and orders (except where failure to comply could not
     reasonably be expected to have a material adverse effect on the business,
     assets, condition or operations of the Borrower and its Subject
     Subsidiaries taken as a whole), such compliance to include the payment


                                       48

<PAGE>

     and discharge before the same become delinquent of all taxes, assessments
     and governmental charges or levies imposed upon it or any of its Subject
     Subsidiaries or upon any of its property or any property of any of its
     Subject Subsidiaries, and all lawful claims which, if unpaid, might become
     a Lien upon any property of it or any of its Subject Subsidiaries; provided
     that neither the Borrower nor any Subject Subsidiary of the Borrower 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 generally accepted accounting principles,
     if required by such principles, have been provided on the books of the
     Borrower or such Subject Subsidiary, as the case may be.

          (b) Reporting Requirements. Furnish to each of the Banks:

               (i) as soon as possible and in any event within five days after
          the occurrence of each Default or Event of Default, continuing on the
          date of such statement, a statement of an authorized financial officer
          of the Borrower setting forth the details of such Default or Event of
          Default and the actions, if any, which the Borrower 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 Borrower, (1) the unaudited Consolidated balance sheet of the
          Borrower and its Consolidated Subsidiaries as of the end of such
          quarter and the unaudited Consolidated statements of income and cash
          flows of the Borrower and its Consolidated 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 and the lack of footnotes) by an authorized
          financial officer of the Borrower as having been prepared in
          accordance with generally accepted accounting principles; provided
          that, if any financial statement referred to in this clause (ii) of
          Section 5.1(b) is readily available on-line through EDGAR as of the
          date on which such financial statement is required to be delivered
          hereunder, the Borrower shall not be obligated to furnish copies of
          such financial statement; and (2) a certificate of an authorized
          financial officer of the Borrower (a) stating that he has no knowledge
          that a Default or Event of Default has occurred and is continuing or,
          if a Default or Event of Default has occurred and is continuing, a
          statement as to the nature thereof and the action, if any, which the
          Borrower proposes to take with respect thereto, and (b) showing in
          detail the calculation supporting such statement in respect of
          Sections 5.2(b) and 5.2(c);

               (iii) as soon as available and in any event not later than 105
          days after the end of each fiscal year of the Borrower, (1) a copy of
          the annual audit report for such year for the Borrower and its
          Consolidated Subsidiaries, including therein the Consolidated balance
          sheet of the Borrower and its Consolidated Subsidiaries as of the end
          of such fiscal year and Consolidated statements of income and cash
          flows of the Borrower and its Consolidated Subsidiaries for such
          fiscal year, in each case prepared in accordance with generally
          accepted accounting principles and reported on by Ernst & Young, LLP
          or other


                                       49

<PAGE>

          independent certified public accountants of recognized standing
          acceptable to the Majority Banks; provided that if any financial
          statement referred to in this clause (iii) of Section 5.1(b) is
          readily available on-line through EDGAR as of the date on which such
          financial statement is required to be delivered hereunder, the
          Borrower shall not be obligated to furnish copies of such financial
          statement; and (2) a letter of such accounting firm to the Banks (a)
          stating that, in the course of the regular audit of the business of
          the Borrower and its Consolidated 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 Default or Event of Default has occurred and is
          continuing, or if, in the opinion of such accounting firm, a Default
          or Event of Default 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 Sections 5.2(b) and 5.2(c),
          (which letter may nevertheless be limited in form, scope and substance
          to the extent required by applicable accounting rules or guidelines in
          effect from time to time);

               (iv) such other information respecting the business or
          properties, or the condition or operations, financial or otherwise, of
          the Borrower or any of its Material Subsidiaries as any Bank 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 Borrower sends
          to any of its security holders, and copies of all final reports and
          final registration statements which the Borrower or any Material
          Subsidiary of the Borrower 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 Borrower
          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 Borrower or any ERISA Affiliate of the Borrower knows or has
          reason to 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 Borrower or
          any Material Subsidiary of the Borrower 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 Borrower or any Material Subsidiary of the Borrower, a
          statement of the chief financial officer or chief accounting officer
          of the Borrower describing such Termination Event and the action, if
          any, which the Borrower or such Subsidiary proposes to take with
          respect thereto;

               (vii) promptly and in any event within 25 Business Days after
          receipt thereof by the Borrower or any ERISA Affiliate, copies of each
          notice received by the Borrower or any ERISA Affiliate of the Borrower
          from the PBGC stating its


                                       50

<PAGE>

          intention to terminate any Plan or to have a trustee appointed to
          administer any Plan;

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

               (ix) promptly and in any event within 25 Business Days after
          receipt thereof by the Borrower or any ERISA Affiliate of the Borrower
          from the sponsor of a Multiemployer Plan, a copy of each notice
          received by the Borrower or any ERISA Affiliate of the Borrower
          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 Borrower or any ERISA
          Affiliate of the Borrower 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 Borrower or any ERISA Affiliate of the Borrower;

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

               (xi) promptly after any withdrawal or termination of any letter
          of credit, guaranty, insurance or other credit enhancement referred to
          in the third to last sentence of Section 1.5 or any change in the
          indicated rating set forth therein or any change in, or issuance,
          withdrawal or termination of, the rating of any senior unsecured
          long-term debt of the Borrower by S&P or Moody's, notice thereof; and

               (xii) Promptly after any officer of the Borrower obtains
          knowledge thereof, notice of (1) any material violation of,
          noncompliance with, or remedial obligations under, any Environmental
          Protection Statute, or notification of such violation or noncompliance
          received from any Governmental Authority, and (2) any material release
          or threatened material release of Hazardous Substance or Hazardous
          Waste affecting any property owned, leased or operated by the Borrower
          or any Subsidiary of the Borrower that the Borrower or such Subsidiary
          is compelled by the requirements of any Environmental Protection
          Statute to report to any governmental agency, department, board or
          other instrumentality.

          (c) Maintenance of Insurance. Maintain, and cause each of its Material
     Subsidiaries (other than NewGP, if applicable) 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


                                       51

<PAGE>

     properties in the same general areas in which the Borrower or such Material
     Subsidiaries operate, provided that the Borrower 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.

          (d) Preservation of Corporate Existence, Etc. Preserve and maintain,
     and cause each of its Subject Subsidiaries (other than the WCG Senior Notes
     Issuer) 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 Subject 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) in the case of
     any Subject Subsidiary of the Borrower, where the failure of such Subject
     Subsidiary to so preserve, maintain, qualify and remain qualified could not
     reasonably be expected to have a material adverse effect on the business,
     assets, condition or operations of the Borrower and its Subsidiaries taken
     as a whole; (ii) in the case of the Borrower, where the failure of the
     Borrower 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 on the business, assets, condition or
     operations of the Borrower and its Subsidiaries taken as a whole, (iii) the
     Borrower and its Subject Subsidiaries may consummate any merger or
     consolidation permitted pursuant to Section 5.2(d), (iv) the Borrower and
     any of its Subject Subsidiaries may be converted into a limited liability
     company by statutory election; provided that any such conversion of the
     Borrower shall not affect its liabilities and obligations to the Banks
     pursuant to this Agreement, and (v) Permitted Dispositions and other
     dispositions permitted hereunder.

          (e) Acceptable Security Interest. Cause an Acceptable Security
     Interest to exist at all times in all Collateral, except as to the Excluded
     Collateral and as otherwise contemplated by Section 5.1(g). Notwithstanding
     the foregoing, if the Borrower and its Subsidiaries, as applicable, have
     not entered into and duly executed a purchase and sale agreement (the "Sale
     Agreement") for the Refineries on or before December 31, 2002, with an
     agreed closing date of no later than March 31, 2003, then the Borrower
     shall grant an Acceptable Security Interest over any part of the Refineries
     to the extent owned by the Borrower or any of its Subsidiaries within 15
     Business Days of the earlier of (i) December 31, 2002, if the Sale
     Agreement in connection with such part of the Refineries has not been
     executed by December 31, 2002, and (ii) March 31, 2003, if the sale in
     connection with such part of the Refineries has not been fully and duly
     consummated and closed by March 31, 2003, and all filing fees, expenses,
     mortgage taxes and any other costs and expenses of the Collateral Agent or
     Collateral Trustee incurred in connection therewith shall be payable by the
     Borrower on demand.

          (f) Further Assurances. At any time and from time to time, the
     Borrower shall, at its expense, promptly execute and deliver to the
     Collateral Trustee and/or the Collateral Agent such further instruments and
     documents, and take such further action (including, without limitation,
     with respect to the granting of an Acceptable Security Interest, on any
     personal or real property of the Borrower, any Restricted Midstream
     Subsidiary which, on the date of this Agreement, is subject to any
     contractual restriction prohibiting the granting of such a Lien on such
     property, if such contractual restriction


                                       52

<PAGE>

     shall terminate prior to the Termination Date), as the Majority Banks may
     from time to time reasonably request, in order to further carry out the
     intent and purpose of the Credit Documents and to establish and protect the
     rights, interests and remedies created, or intended to be created, in favor
     of the Collateral Trustee, Collateral Agent or any of the Banks, including
     the execution, delivery, recordation and filing of security agreements,
     financing statements and continuation statements under the law of any
     applicable jurisdiction and mortgages and deeds of trust necessary to grant
     an Acceptable Security Interest on all Collateral (other than any item of
     Collateral included in the definition of "Excluded Collateral" and subject
     to a contractual restriction prohibiting the granting of a Lien hereunder
     which contractual restriction has not terminated) of the Borrower and its
     Subsidiaries whether such Collateral is now owned, leased, possessed by
     license or any other means of acquiring a possessory interest or hereafter
     acquired or possessed (each such mortgage or deed of trust being an
     "Additional Mortgage"); provided, however, that neither NewGP, nor MLP, nor
     their respective Subsidiaries shall be required to grant a Lien on any of
     their property.

          (g) Post-Closing Requirements. On or before the dates more fully set
     forth in Schedule XII hereto, the Borrower shall satisfy, or shall cause
     the satisfaction, of the items more fully set forth in such Schedule XII.

          (h) Subsidiaries. (i) Give the Agent thirty days prior written notice
     of the creation or acquisition of any Subsidiary, other than (w) a Project
     Financing Subsidiary, (x) NewGP, (y) any Subsidiary of NewGP or Apco
     Argentina, Inc. or (z) the WCG Senior Notes Issuer and (ii) concurrently
     with the creation or acquisition of any such Subsidiary, cause such
     Subsidiary, other than (w) a Project Financing Subsidiary, (x) NewGP, (y)
     any Subsidiary of either MLP or NewGP or (z) the WCG Senior Notes Issuer,
     to provide to the Collateral Agent a Security Agreement granting an
     Acceptable Security Interest in the Equity Interests of such Subsidiary for
     the benefit of the Collateral Trustee, appropriate legal opinions and, if
     such Subsidiary owns any real property, a Mortgage covering such real
     property, all of which shall be in the form and substance satisfactory to
     the Collateral Agent; provided, however, that the requirements set forth in
     this clause (ii) shall not apply to any Subsidiary of the Borrower newly
     created solely in connection with Permitted Dispositions or any sales and
     dispositions permitted by Section 5.2(e) so long as the Permitted
     Disposition or other sale or disposition is consummated within sixty (60)
     days after the creation of such Subsidiary; provided, further, that if such
     Permitted Disposition or other sale or disposition is not consummated
     within such sixty (60) day period, the requirements set forth in clause
     (ii) above shall apply with respect to such Subsidiary on the Business Day
     immediately following the end of such sixty (60) day period.

          (i) Bond Proceeds. Cause the net proceeds from the TGPL Bond Offerings
     to be maintained in a separate, segregated account in the name of TGPL to
     be used solely as set forth in the offering documents for the TGPL Bond
     Offering.

          (j) Midstream Subsidiaries. Cause the representation set forth in
     Section 4.1(p) to be true at all times; provided that, for purposes of this
     clause (j), Schedule X shall be deemed to be modified from time to time to
     reflect the (x) divestiture of


                                       53

<PAGE>

     Midstream Subsidiaries and (y) formation of new Midstream Subsidiaries, in
     each case to the extent such divestiture or formation has been made in
     accordance with the terms of this Agreement.

          (k) Cash Deposits. Maintain all or substantially all of its and its
     Subject Subsidiaries' cash deposits with one or more of the lenders under
     the Multiyear Williams Credit Agreement, other than any cash deposits held
     in local operational accounts or any international accounts.

          (l) Barrett Liquidity Reserve. Cause RMT to at all times maintain the
     "Borrower Liquidity Reserve" (as defined in the Barrett Loan Agreement).

          (m) Replacement of Legacy L/C with Letter of Credit. Cause the
     issuance of a letter of credit to replace a Legacy L/C to the extent the
     replacement of such Legacy L/C shall be necessary to prevent the occurrence
     of a default in relation to, and draw on, such Legacy L/C.

          SECTION 5.2. Negative Covenants. So long as any Letter of Credit
Liability shall exist or any Issuing Bank shall have any Letter of Credit
Commitment hereunder, the Borrower will not, without the written consent of the
Majority Banks:

          (a) Liens, Etc. Create, assume, incur or suffer to exist, or permit
     any of its Subject 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
     Subject Subsidiary to assign or otherwise convey, any right to receive
     income, in each case to secure or provide for the payment of any Debt,
     trade payable or other obligation or liability of any Person (other than
     obligations or liabilities that are (i) neither Debt nor trade payables,
     (ii) incurred, and are owed to trading counterparties, in the ordinary
     course of the trading business of the Borrower or any Subject Subsidiary,
     and (iii) secured only by cash, short-term investments or a Letter of
     Credit and (iv) permitted by Section 5.2(o)); provided, however, that
     notwithstanding the foregoing (1) the Borrower or any of its Subject
     Subsidiaries may create, incur, assume or suffer to exist Permitted Liens
     and (2) RMT and RMT LLC may create, incur, assume or suffer to exist any
     Lien created pursuant to the Barrett Loan Agreement.

          (b) Debt.

               (i) In the case of the Borrower, permit the ratio of (A) the
          aggregate amount of Consolidated Debt of the Borrower and its
          Consolidated Subsidiaries to (B) the sum of the Consolidated Net Worth
          of the Borrower plus the aggregate amount of Consolidated Debt of the
          Borrower and its Consolidated Subsidiaries to exceed at any time (i)
          on or before December 30, 2002, 0.70 to 1.00, (ii) after December 30,
          2002 and on or before March 30, 2003, 0.68 to 1.00 and (iii) after
          March 30, 2003, 0.65 to 1.00.

               (ii) With respect to each of TGPL, TGT and NWP, permit the ratio
          of (A) the aggregate amount of Consolidated Debt of such Subsidiary
          and its Consolidated Subsidiaries to (B) the sum of the Consolidated
          Net Worth of such


                                       54

<PAGE>

          Subsidiary plus the aggregate amount of Consolidated Debt of such
          Subsidiary and its Consolidated Subsidiaries to exceed at any time
          0.55 to 1.00.

          (c) Cash Flow to Interest Expense Ratio. Permit, for any period of
     four consecutive quarters, the ratio of (A) the sum of Cash Flow plus
     Interest Expense to (B) Interest Expense to be less than 1.5 to 1.0.

          (d) Merger and Sale of Assets. Merge or consolidate with or into any
     other Person, or sell, lease or otherwise transfer a material part of its
     assets, or permit any of its Major Subsidiaries (other than Apco Argentina,
     Inc. and its Subsidiaries and NewGP, if applicable) to merge or consolidate
     with or into any other Person, or sell, lease or otherwise transfer a
     material part of such Major Subsidiary's assets, except that this Section
     5.2(d) shall not prohibit any sale or transfer permitted by Section 5.2(e),
     (f) or (o) or any Permitted Disposition.

          (e) Asset Disposition. Sell, lease, transfer or otherwise dispose of,
     or permit any of its Material Subsidiaries or the Guarantors to sell,
     lease, transfer or otherwise dispose of, any property of the Borrower or
     any Guarantor or Material Subsidiary of the Borrower, except:

               (i) sales of inventory in the ordinary course of business and on
          reasonable terms;

               (ii) sales of worn out, surplus, or obsolete equipment in the
          ordinary course of business, if no Event of Default exists at the time
          of such sale;

               (iii) replacement of equipment in the ordinary course of business
          with other equipment at least as useful and beneficial to the Borrower
          or its Material Subsidiaries and their respective businesses as the
          equipment replaced if no Event of Default exists at the time of such
          replacement and an Acceptable Security Interest exists in such other
          equipment at the time of such replacement;

               (iv) sales of other immaterial Property (other than Equity
          Interests, Debt or other obligations of any Subsidiary) in the
          ordinary course of business and on reasonable terms, if no Event of
          Default exists at the time of such sale; provided that Property may
          not be sold pursuant to this clause (iv) if the aggregate fair market
          value of all Property sold pursuant to this clause (iv) exceeds
          $250,000 in any year;

               (v) sales or other dispositions of assets which are not
          Collateral for cash in arm's length transactions;

               (vi) sales, leases, transfers or other dispositions of the
          Refineries (in whole or in part, including to each other);

               (vii) the MAPL Asset Disposition and Seminole Asset Disposition;


                                       55
<PAGE>

            (viii) sales or other dispositions of assets of NewGP or its
      Subsidiaries and the transfer by Williams GP LLC to NewGP of the general
      partnership interests and incentive distribution rights in MLP;

          (ix) Permitted Dispositions;

          (x) sale of Equity Interests in NewGP;

          (xi) transfers by the Guarantors to other Guarantors and transfers by
     non-Guarantor Subsidiaries to any other Subsidiary, in each case in the
     ordinary course of business;

          (xii) transfers to the State of California of up to 6 turbines in
     connection with the settlement of the California Proceedings,

          (xiii) the Arctic Fox Capital Contribution; and

          (xiv) transfers of Assets and Property by Subsidiaries of TGT which
     may not be restricted pursuant to that certain Indenture, dated as of April
     11, 1994, between TGT and The Chase Manhattan Bank, as Trustee;

     provided that, (A) 50% of the gross cash proceeds resulting from any
     disposition of Collateral permitted pursuant to clauses (ii), (iv) through
     (vii), (ix) and (x), shall be deposited immediately upon receipt to the
     Collateral Account to be maintained with, and under the control of, the
     Collateral Trustee pursuant to the Collateral Trust Agreement and applied
     in accordance with the terms and conditions of this Agreement and the
     Multiyear Williams Credit Agreement and (B) assets disposed of pursuant to
     clauses (i) through (v) shall not constitute a material part of the assets
     of TGPL, TGT or NWP and (C) with respect to any Collateral replaced,
     exchanged or transferred (in the case of clause (xi) only), or any non-cash
     proceeds received from the sale, transfer or other disposition of
     Collateral, in each case pursuant to this Section 5.2(e), the Borrower
     shall undertake all actions as more fully set forth in, and subject to,
     Section 5.1(f) to (1) grant an Acceptable Security Interest in favor of the
     Collateral Trustee on any new Collateral resulting from any such
     replacement or exchange or on the non-cash proceeds received from the sale
     or other disposition of Collateral and (2) in the case of Collateral
     transferred pursuant to clause (xi), to maintain an Acceptable Security
     Interest on such transferred Collateral.

          In connection with a requested release of Collateral pursuant to this
     Section 5.2, the Borrower shall deliver a Release Notice (as defined in the
     Collateral Trust Agreement) to the Collateral Trustee and the Collateral
     Trustee shall be required to forward such notice to the designated group
     pursuant to the terms of Section 2.5 of the Collateral Trust Agreement. If
     the notice period specified in the Collateral Trust Agreement expires prior
     to the Collateral Trustee receiving any objection to the specified release,
     then (x) the Collateral Trustee will execute and deliver all documents as
     may reasonably be requested to effect a release of the Liens on any such
     Collateral held by the Collateral Trustee pursuant to the Collateral Trust
     Agreement and the other Security Documents, (y) any Guarantor that is the
     owner of the assets subject to a disposition


                                       56
<PAGE>

          permitted pursuant to this Section 5.2(e) and whose entire Equity
          Interests are being conveyed in connection with such disposition,
          together with the Subsidiary or Subsidiaries that own such Equity
          Interests with respect to such ownership, shall be automatically
          released as a Guarantor under the Midstream Guaranty and as a party,
          or parties if applicable, to the Collateral Trust Agreement, Pledge
          Agreement and Security Agreement and (z) each Bank shall be deemed to
          have affirmatively approved the release of such Collateral and to the
          extent applicable, the release of such Guarantor, and its owners to
          the extent applicable, from the terms and conditions of the Midstream
          Guaranty, Collateral Trust Agreement, Pledge Agreement and Security
          Agreement.

               Notwithstanding anything in this Section 5.2(e) to the contrary,
          and for greater certainty, nothing in this Agreement shall prohibit
          (1) the transfer of Equity Interests of RMT from TWC to RMT LLC or any
          RMT Asset Disposition or (2) TWC or any of its Subsidiaries (including
          RMT LLC, RMT and their respective Subsidiaries) from selling, leasing,
          transferring or otherwise disposing of any property of the Borrower or
          any Subsidiaries of the Borrower in accordance with the provisions of
          the Barrett Loan Agreement. For the avoidance of doubt, the
          modification or limitation of voting rights with respect to any Equity
          Interests shall not constitute a disposition of property.

               The Banks hereby acknowledge that Williams Midstream Natural Gas,
          Inc. has entered into a storage lease more fully described on Schedule
          XVI attached hereto. The property subject to the lease is encumbered
          by Liens granted pursuant to the Security Documents. The Banks hereby
          authorize and instruct the Collateral Trustee to execute the
          Non-Disturbance and Attornment Agreement substantially in the form
          attached hereto as part of Schedule XVI.

               (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 Equity Interests or any
          direct or indirect interest in any Equity Interests in any Material
          Subsidiary (other than NewGP, if applicable, the Refineries, MAPL,
          Seminole and their respective Subsidiaries and the Persons or assets
          referenced on Schedule XIV); provided, however, that this Section
          5.2(f) shall not prohibit (i) Permitted Liens, (ii) the sale or other
          disposition of the Equity Interests in any Subsidiary of the Borrower
          to the Borrower or any Wholly-Owned Subsidiary of the Borrower if, but
          only if, (x) there shall not exist or result a Default or Event of
          Default and (y) in the case of each sale or other disposition referred
          to in this proviso involving the Borrower or any of its Subsidiaries,
          such sale or other disposition could not reasonably be expected to
          impair materially the ability of the Borrower to perform its
          obligations hereunder and under any other Credit Document and the
          Borrower shall continue to exist, (iii) any Subsidiary from selling or
          otherwise disposing of any direct or indirect Equity Interests in any
          Subsidiary of the Borrower (other than TGPL, TGT or NWP), (iv) any RMT
          Asset Disposition, (v) the sale or other disposition of the Equity
          Interests in any Subsidiary of the Borrower pursuant to, and in
          accordance with, the Barrett Loan Agreement, or (vi) any Permitted
          Disposition; provided that, except with respect to any Permitted
          Disposition or any RMT Asset Disposition, after giving effect to any
          sale or other disposition of any Equity Interests


                                       57
<PAGE>

          owned directly or indirectly by a Major Subsidiary, such Subsidiary
          continues to be a Major Subsidiary. Nothing herein shall be construed
          to permit the Borrower or any of its Subject Subsidiaries to purchase
          shares, any interest in shares or any ownership interest in a WCG
          Subsidiary except as permitted by Section 5.2(h).

               (g) Agreements to Restrict Certain Transfers. Enter into or
          suffer to exist, or permit any of its Subject Subsidiaries to enter
          into or suffer to exist, any consensual encumbrance or consensual
          restriction (except under governmental regulations) on its ability or
          the ability of any of its Subject Subsidiaries (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
          Borrower or to any of its Subject Subsidiaries; or (ii) to make loans
          or advances to the Borrower or any Subject Subsidiary thereof, except,
          as to (i) and (ii) above, (1) encumbrances and restrictions on any
          Subsidiary that is not a Material Subsidiary, (2) those encumbrances
          and restrictions existing on July 31, 2002, (3) other customary
          encumbrances and restrictions now or hereafter existing of the
          Borrower or any Subsidiary thereof entered into in the ordinary course
          of business that are not more restrictive in any material respect than
          the encumbrances and restrictions with respect to the Borrower or its
          Subsidiaries existing on July 31, 2002, (4) encumbrances or
          restrictions on any Subsidiary that is obligated to pay Non-Recourse
          Debt arising in connection with such Non-Recourse Debt, (5)
          encumbrances and restrictions on Apco Argentina, Inc. or its
          Subsidiaries and (6) encumbrances and restrictions on any Subsidiary
          pursuant to the Barrett Loan Agreement.

               (h) Loans and Advances; Investments. (i) Make or permit to remain
          outstanding, or allow any of its Subject Subsidiaries to make or
          permit to remain outstanding, any loan or advance to, or own, purchase
          or acquire any obligations or debt or Equity Interests of, any WCG
          Subsidiary, except that the Borrower and its Subject Subsidiaries may
          (1) permit to remain outstanding, and to replace or refinance, loans
          and advances and other financing arrangements to, or Equity Interest
          in, a WCG Subsidiary existing or owned (in the case of such Equity
          Interests) as of July 31, 2002 and listed on Exhibit C hereof, but no
          such replacement or refinancing shall exceed the amount of such loans,
          advances or other amounts outstanding immediately prior to such
          replacement or refinancing, (2) pursuant to the WCG Unwind
          Transaction, acquire and own the promissory notes referred to in
          clause (ii) of the definition herein of WCG Unwind Transaction, (3)
          receive any distribution from WCG or any Subsidiary thereof in
          connection with the bankruptcy proceedings of WCG or any Subsidiary
          thereof and (4) purchase WCG Note Trust Bonds in accordance with
          Section 5.2(o). Except for those investments permitted in subsections
          (1), (2) and (3) above, the Borrower shall not, and the Borrower shall
          not permit any of its Subject Subsidiaries to, acquire or otherwise
          invest in Equity Interests in, or make any loan or advance to, a WCG
          Subsidiary; and

                    (ii) to the extent not expressly permitted by the terms of
               this Agreement, (x) amend or modify in any manner the Barrett
               Loans or the Barrett Loan Agreement on terms or conditions which
               would (1) increase the collateral therefor to include assets not
               owned by Barrett on the date hereof except for assets acquired
               hereafter by Barrett in the ordinary course of business as
               presently conducted by Barrett, (2) shorten the maturity of the
               Barrett Loans or (3) add any

                                       58
<PAGE>

               additional obligors with respect thereto or (y) replace or
               refinance the Barrett Loans unless the Board of Directors of TWC
               shall determine by resolution that such replacement or
               refinancing is on the best terms reasonably available to TWC or
               Barrett at such time.

               (i) Compliance with ERISA. (i) Terminate, or permit any ERISA
          Affiliate of the Borrower to terminate, any Plan so as to result in
          any material liability of the Borrower or any Material Subsidiary
          (other than NewGP, if applicable) of the Borrower or any ERISA
          Affiliate to the PBGC, if such material liability of such ERISA
          Affiliate could reasonably be expected to have a material adverse
          effect on the Borrower or any Material Subsidiary (other than NewGP,
          if applicable) of the Borrower, or (ii) permit to occur any
          Termination Event with respect to a Plan which would have a material
          adverse effect on the Borrower or any Subject Subsidiary of the
          Borrower.

               (j) Transactions with Related Parties. 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 Borrower 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
          Borrower or of such Material 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
          Borrower or such Material Subsidiary in the good faith judgment of the
          Borrower.

               (k) Guarantees. After July 31, 2002, enter into any agreement to
          guarantee or otherwise become contingently liable for, or permit any
          of its Subject Subsidiaries to guarantee or otherwise become
          contingently liable for, Debt or any other obligation of any WCG
          Subsidiary or to otherwise assure a WCG Subsidiary, or any creditor of
          a WCG Subsidiary, against loss, except as set forth in Exhibit C.

               (l) Sale and Lease-Back Transactions. Enter into, or permit any
          of its Subject Subsidiaries (other than Apco Argentina, Inc.) to enter
          into, any Sale and Lease-Back Transaction, if after giving effect
          thereto the Borrower would not be permitted to incur at least $1.00 of
          additional Debt secured by a Lien permitted by paragraph (y) of
          Schedule III.

               (m) Use of Proceeds. Use any Letter of Credit for any purpose
          other than general corporate purposes relating to the business of the
          Borrower and its Subsidiaries, (including working capital and capital
          expenditures), or use any Letter of Credit in any manner which
          violates or results in a violation of law; provided, however, that no
          Letter of Credit will be used to acquire any equity security of a
          class which is registered pursuant to Section 12 of the Securities
          Exchange Act of 1934, as amended (other than any purchase of common
          stock of any corporation, if such purchase is not subject to Sections
          13 and 14 of the Securities Exchange Act of 1934 and is not opposed,
          resisted or recommended against by such corporation or its management
          or directors, provided that the aggregate amount of common stock of
          any corporation (other than Apco Argentina


                                       59

<PAGE>

          Inc., a Cayman Islands corporation) purchased during any calendar year
          shall not exceed 1% of the common stock of such corporation issued and
          outstanding at the time of such purchase) or in any manner which
          contravenes law, and no Letter of Credit will be used to purchase or
          carry any margin stock (within the meaning of Regulation U issued by
          the Federal Reserve Board). Notwithstanding anything to the contrary
          contained herein, if any, (i) with respect to EMT, Letters of Credit
          shall only be used, directly or indirectly, as necessary for the
          orderly disposition of the Trading Book and (ii) no Letter of Credit
          shall be used to pay any principal amounts outstanding, interest, fees
          or other costs with respect to the Barrett Loan, it being understood
          that Letters of Credit may be used to support margin requirements with
          regard to Hedge Agreements on oil and gas.

               (n) Restricted Payments. (i) Other than in connection with the
          Castle Transaction, the Arctic Fox Capital Contribution and the
          Plowshare Transaction, declare or pay any dividends, purchase, redeem,
          retire, defease or otherwise acquire for value any of its Equity
          Interests now or hereafter outstanding, return any capital to its
          stockholders, partners or members (or the equivalent Persons thereof)
          as such, make any distribution of assets, Equity Interests,
          obligations or securities to its stockholders, partners or members (or
          the equivalent Person thereof) as such, or permit any of its Subject
          Subsidiaries (other than Apco Argentina, Inc., TGT (to the extent
          there exists any contractual restriction prohibiting the Subsidiaries
          of TGT from restricting their ability to pay dividends) and their
          respective Subsidiaries) to do any of the foregoing, (ii) permit any
          of its Subject Subsidiaries to purchase, redeem, retire, defease or
          otherwise acquire for value any Equity Interests in the Borrower or
          (iii) permit its Subject Subsidiaries to make any prepayment with
          respect to any Debt (other than Debt issued or incurred in connection
          with the Progeny Facilities and related documents, Debt issued or
          incurred in accordance with the terms of Section 2.3(b), Debt issued
          prior to July 31, 2002 pursuant to the certain Indenture dated May 1,
          1990 with Transco Energy Company as issuer and Bank of New York as
          trustee, as supplemented from time to time, the WCG Note Trust Bonds,
          Debt under the Barrett Loan Agreement, Debt of Subsidiaries of TGT and
          Debt incurred in connection with the UBOC Turbine Financing) or
          repurchase any Debt securities except any repurchase or prepayment
          required by the terms thereof in effect on July 31, 2002, except that,
          so long as no Default shall have occurred and be continuing at the
          time of any action described in clauses (i), (ii) (other than with
          respect to RMT LLC and its Subsidiaries) and (iv) below or would
          result therefrom:

                    (i) the Borrower may (A) declare and pay cash dividends and
               distributions on its (1) 9 7/8ths% Cumulative Convertible
               Preferred Stock, (2) December 2000 Cumulative Convertible
               Preferred Stock and (3) March 2001 Mandatorily Convertible Single
               Reset Preferred Stock, (B) declare and pay cash dividends and
               distributions on TWC Preferred Stock issued on or after July 30,
               2002 in form and substance satisfactory to the Agent and (C) in
               any Fiscal Quarter, declare and pay cash dividends to its holders
               of common stock and purchase, redeem, retire or otherwise acquire
               shares of its own outstanding common stock for cash if after
               giving effect thereto the aggregate amount of such dividends,
               purchases, redemptions, retirements and acquisitions paid or made
               in any such Fiscal Quarter would be not greater than the sum of
               $6,250,000;


                                       60

<PAGE>

                    (ii) the Borrower or any Subsidiary of the Borrower may (A)
               declare and pay cash dividends or pay subordinated loans owed to
               the Borrower and (B) declare and pay cash dividends or pay
               subordinated loans, in each case in the ordinary course of
               business consistent with past practice, owed to any other
               Subsidiary of the Borrower (and payments to the holders of the
               Designated Minority Interests made concurrently with and in the
               same form as the payments to Subsidiaries of the Borrower);

                    (iii) the Borrower or any Subsidiary of the Borrower may
               make payments to non-Subsidiaries to the extent required under
               Financing Transactions or other agreements in effect as of July
               31, 2002, including, without limitation, payments made in
               connection with a downgrade by S&P and Moody's of the Borrower's
               senior unsecured long-term debt rating; and

                    (iv) the Borrower or any Subsidiary of the Borrower may make
               payments to non-Subsidiaries to the extent required under the
               organizational documents of the Deepwater JV.

               (o) Investments in Other Persons. Make or hold, or permit any of
          its Subject Subsidiaries to make or hold, any Investment in any
          Person, except:

                    (i) equity Investments by the Borrower and its Subsidiaries
               in their Subsidiaries outstanding on July 31, 2002 and additional
               Investments in Subsidiaries engaged in businesses reasonably
               related to the businesses carried on by the Borrower and its
               Subsidiaries on July 31, 2002 (including, without limitation, the
               Arctic Fox Capital Contribution); provided, that any such
               additional cash Investments shall not exceed $75,000,000
               annually, except to the extent such cash Investments are
               immediately returned to the Person making such Investment as a
               dividend, distribution or repayment of Debt;

                    (ii) loans and advances to employees in the ordinary course
               of the business of the Borrower and its Subsidiaries as presently
               conducted;

                    (iii) Investments of the Borrower and its Subsidiaries in
               Cash Equivalents;

                    (iv) Investments existing on July 31, 2002 or commitments
               for such Investments existing on July 31, 2002 and Investments
               made pursuant to such commitments after July 31, 2002;

                    (v) Investments by the Borrower and its Subsidiaries in
               Hedge Agreements entered into in the ordinary course of business
               and not for speculative purposes;

                    (vi) Investments consisting of intercompany debt;


                                       61
<PAGE>

                    (vii) Investments consisting of (A) the purchase of WCG Note
               Trust Bonds in an aggregate principal amount not to exceed
               $75,000 or (B) the Equity Interests in the WCG Senior Notes
               Issuer;

                    (viii) Investments by Apco Argentina, Inc. or its
               Subsidiaries in accordance with applicable laws and their
               governing documents; provided that such Investments shall only be
               made using cash generated solely by their business, operations
               and financings;

                    (ix) Investments not exceeding $12,000,000 in Williams Coal
               Seam Gas Royalty Trust units pursuant to agreements in place on
               the date hereof; provided that the purchase price of such units
               shall not exceed the then existing market price for such units;

                    (x) Investments consisting of the acquisition of Equity
               Interests of the Deepwater JV in exchange for the contribution of
               Deepwater Assets to the Deepwater JV and Investments made to
               maintain such Equity Interests;

                    (xi) Investments in Persons that are not Subsidiaries
               required to be made by the Borrower or any of its Subsidiaries in
               order to avoid default pursuant to agreements in existence on
               July 31, 2002;

                    (xii) any Investments necessary to maintain, in accordance
               with the partnership agreement, the 2% general partnership
               interest of NewGP in the MLP; provided, that the aggregate annual
               amount of such Investments under this clause (xii) shall not
               exceed $10,000,000;

                    (xiii) Investments permitted by Section 5.2(h);

                    (xiv) the Investment in the 0.2% general partnership
               interest in West Texas LPG Pipelines;

                    (xv) Investments by EMT contemplated by the UBOC Turbine
               Financing; and

                    (xvi) other Investments in an aggregate amount invested not
               to exceed $50,000,000 annually; provided that, with respect to
               Investments made under this clause (xvi), (1) any newly acquired
               or organized Subsidiary of the Borrower or any of its
               Subsidiaries shall be a Wholly-Owned Subsidiary thereof; (2)
               immediately before and after giving effect thereto, no Default
               shall have occurred and be continuing or would result therefrom;
               and (3) any company or business acquired or invested in pursuant
               to this clause (xv) shall be in the same line of business as the
               business of the Borrower or any of its Subsidiaries.

               (p) Subsidiary Debt. Permit any of its Subject Subsidiaries to
          create, incur, assume or suffer to exist Debt, other than (except as
          set forth in either Section 6(f) of the LLC Guaranty or Section 6(e)
          of the Holdings Guaranty) (i) Debt incurred, assumed or suffered to
          exist by TGPL, TGT, NWP or Apco Argentina, Inc. or their Subsidiaries,
          (ii)


                                       62
<PAGE>

          Debt incurred, assumed or suffered to exist by Subsidiaries (other
          than those referred to in clause (i) and Subsidiaries the stock of
          which is pledged under the Pledge Agreement) in an aggregate amount
          not to exceed $50,000,000 at any one time outstanding, (iii) Debt in
          existence on July 31, 2002, (iv) Debt under the Guaranties, (v) Debt
          of the Project Financing Subsidiaries, (vi) Debt under the Barrett
          Loan Agreement, (vii) Debt consisting of intercompany debt so long as
          the obligations of the debtors thereunder are subordinated to their
          obligations under the Credit Documents and are incurred in the
          ordinary course of the cash management system of the Borrower and its
          Subsidiaries, (viii) any Permitted Refinancing Debt incurred in
          exchange for, or the net proceeds of which are used to refund,
          refinance or replace Debt permitted to be incurred under this clause
          (p), and (ix) Debt incurred in connection with the Deepwater
          Transactions and the UBOC Turbine Financing.

               (q) Agreement to Restrict Transfers to NewGP. Transfer, or permit
          any of its Subject Subsidiaries to transfer, any property to NewGP,
          except (x) a transfer to NewGP of the Equity Interest in MLP held by
          Williams GP LLC or (y) any other transfer necessary to maintain the 2%
          general partnership interest of NewGP in the MLP; provided, that the
          aggregate annual amount of such Investments under clause (y) shall not
          exceed $10,000,000.

               (r) (R)Prepayments of Progeny Facilities and Legacy L/Cs. From
          July 31, 2002, prepay any Progeny Facility or reduce the commitment of
          any lender under any Progeny Facility, or cash collateralize any
          Legacy L/C; provided, that the Borrower may (i) prepay any Progeny
          Facility, (ii) reduce the commitment of any lender under any Progeny
          Facility and (iii) cash collateralize any Legacy L/C under any of the
          following circumstances:

                    (1) the Borrower may apply Net Cash Proceeds as required by
               Section 2.3(b);

                    (2) the Borrower may pay principal of a Progeny Facility as
               such principal matures and make any required prepayment or
               reduction of the commitments of any lender thereunder, in each
               case in accordance with the terms of such Progeny Facility in
               effect on July 31, 2002, and may prepay any such Progeny Facility
               simultaneously with the disposition of the assets associated with
               such Progeny Facility;

                    (3) the Borrower may make prepayments, reductions of
               commitments and cash collateralizations on a pro-rata basis to
               (x) the permanent ratable reduction of the outstanding amounts of
               the Progeny Facilities and (y) cash collateralize the Legacy
               L/Cs, until and unless the Legacy L/Cs are fully cash
               collateralized, in which case such prepayments, reductions of
               commitments or cash collateralizations may be made on a pro-rata
               basis to the permanent ratable reduction of the outstanding
               amounts of the Progeny Facilities;

                    (4) the Borrower may, in its sole absolute discretion, make
               any prepayment, commitment reduction or cash collaterallization
               of the type set forth


                                       63
<PAGE>

               in clauses (i) through (iii) above in an aggregate amount not to
               exceed $65,000,000 per annum; and

                    (5) the Borrower may prepay, defease or otherwise satisfy in
               whole or in part all of its obligations arising under the Letter
               of Credit and Reimbursement Agreement dated as of May 15, 1994,
               among Tulsa Parking Authority, The Williams Companies, Inc., Bank
               of Oklahoma, National Association, and Bank of America, N.A.
               (formerly NationsBank of Texas, N.A.), relative to Tulsa Parking
               Authority First Mortgage Revenue Bonds, as amended, and all
               documents, instruments, agreements, certificates and notices at
               any time executed and/or delivered in connection therewith.

          For the avoidance of doubt, nothing in this subsection (R) shall limit
          or restrict the Borrower from any payment or taking any action that is
          required by the terms of any Progeny Facility or Legacy L/C in effect
          on the date hereof.

                                   ARTICLE VI
                                EVENTS OF DEFAULT

     SECTION 6.1. Events of Default. If any of the following events ("Events of
Default") shall occur and be continuing:


          (a) The Borrower (i) shall fail to pay any Reimbursement Obligation
     when the same becomes due and payable, or (ii) shall fail to pay any
     interest on any Reimbursement Obligation within three days after the same
     becomes due and payable or (iii) shall fail to pay any fee or other amount
     to be paid by it hereunder or under any Credit Document to which it is a
     party within ten days after the same becomes due and payable; or

          (b) Any certification, representation or warranty made by the Borrower
     or any Guarantor herein or in any other Credit Document or by the Borrower
     or any Guarantor (or any officer of the Borrower or any Guarantor) in
     writing under or in connection with this Agreement or in any other Credit
     Document or any instrument executed in connection herewith (including
     representations and warranties deemed made pursuant to Section 3.2) shall
     prove to have been incorrect in any material respect when made or deemed
     made; or

          (c) The Borrower or any Guarantor shall fail to perform or observe (i)
     any term, covenant or agreement contained in Section 5.1(b) 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 Borrower by the Agent or any Bank or the date the Borrower 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 5.1(b) or Section 5.2) or any other Credit Document 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 Borrower by the Agent or


                                       64
<PAGE>
     any Bank or the date the Borrower or Guarantor, as applicable, shall have
     knowledge of such failure; or (iii) any term, covenant or agreement
     contained in Section 5.2; or

          (d) The Borrower or any Subsidiary of the Borrower 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 (excluding Debt
     incurred pursuant to any Letter of Credit) of the Borrower and/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, as required in
     connection with any permitted sale of assets or as required in connection
     with any casualty or condemnation), prior to the stated maturity thereof;
     provided, however, that the provisions of this Section 6.1(d) shall not
     apply to any Non-Recourse Debt of any non-material Subsidiary of the
     Borrower which is a Non-Borrowing Subsidiary as defined in the Multiyear
     Williams Credit Agreement; or

          (e) The Borrower or any Material Subsidiary of the Borrower (i) shall
     generally not pay its debts as such debts become due, or (ii) 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 Borrower or any Material Subsidiary of the
     Borrower 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 Borrower or any Material Subsidiary of the
     Borrower 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 Borrower or any Material
     Subsidiary of the Borrower 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 Borrower 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


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<PAGE>

     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 Borrower or any ERISA Affiliate of the Borrower 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 Borrower or any ERISA Affiliate of the Borrower 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 Borrower 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 July 31, 2002 by an amount exceeding $75,000,000;

          (j) Any provision (other than any provision excepted from, or subject
     to a qualification in, the opinion delivered pursuant to Section 3.1(C),
     but only to the extent of such exception or qualification) of any Security
     Document for any reason is not a legal, valid, binding and enforceable
     obligation of the Borrower or any Guarantor party thereto or the Borrower
     or any Guarantor party thereto shall so state in writing;

          (k) Any material portion of the Collateral that is not covered by
     adequate insurance shall be destroyed or any material portion of the
     Collateral shall otherwise become unavailable for use by its owner for a
     period in excess of 30 days (or 90 days if such owner has business
     interruption insurance adequate to cover the loss to it resulting from such
     Collateral being unavailable for use) or title to any material portion of
     the Collateral shall be successfully challenged; or

          (l) Any "Default" or "Event of Default" as defined in any Security
     Document shall occur;

then, and in any such event, the Agent (i) shall at the request, or may with the
consent, of the Majority Banks, by notice to the Borrower, declare, the
obligation of each Issuing Bank to issue any Letter of Credit to be terminated,
whereupon each such obligation shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Majority Banks, by notice to the
Borrower, declare the principal of the Reimbursement Obligations, all interest
thereon and all other amounts payable by the Borrower under this Agreement and
any other Credit Document to be forthwith due and payable, whereupon all such
amounts shall become and be forthwith due and payable, without requirement of
any presentment, demand, protest, notice of intent to accelerate, further notice
of acceleration or other further notice of any kind (other than the notice
expressly provided for above), all of which are hereby expressly waived by the
Borrower;


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<PAGE>

provided, however, that in the event of any Event of Default described
in Section 6.1(e)(ii), (A) the obligation of each Issuing Bank to issue a Letter
of Credit shall automatically be terminated and (B) the principal of the
Reimbursement Obligations, all such interest and all such other amounts shall
automatically become and be due and payable, without presentment, demand,
protest, notice of intent to accelerate, notice of acceleration or any other
notice of any kind, all of which are hereby expressly waived by the Borrower.
For purposes of this Section 6.1, any Reimbursement Obligation owed to an SPC
shall be deemed to be owed to its Designating Bank.

     SECTION 6.2. LC Cash Collateral Accounts. Upon the occurrence and during
the continuance of any Event of Default (if the Agent has declared all amounts
owed hereunder to be due and payable), the Borrower agrees that it shall
forthwith, without any demand or the taking of any other action by any Issuing
Bank, the Agent, or any of the Banks, provide cover for the outstanding Letter
of Credit Liabilities by paying to the Agent immediately available funds in an
amount equal to the then aggregate undrawn face amount of all outstanding
Letters of Credit, which funds shall be deposited into a blocked deposit account
or accounts to be established and maintained at the office of Citibank (or an
affiliate thereof) in the name of the Agent as collateral security for any
outstanding Letter of Credit Liabilities (the "LC Cash Collateral Accounts").
The Borrower hereby pledges, and grants to the Agent for the ratable benefit of
each Issuing Bank and the Banks, a security interest in all funds held in the LC
Cash Collateral Accounts from time to time and all proceeds thereof, as security
for the payment of the outstanding Letter of Credit Liabilities. The Agent shall
from time to time withdraw funds then held in the LC Cash Collateral Accounts to
satisfy the payment of any Reimbursement Obligations owing to any Issuing Bank
as shall have become or shall become due and payable by the Borrower to such
Issuing Bank under this Agreement in connection with the Letters of Credit. The
Agent shall exercise reasonable care in the custody and preservation of any
funds held in the LC Cash Collateral Accounts and shall be deemed to have
exercised such care if such funds are accorded treatment substantially
equivalent to that which the Agent accords its own property, it being understood
that the Agent shall not have any responsibility for taking any necessary steps
to preserve rights against any parties with respect to any such funds. If at any
time (a) no Event of Default exists and (b) the funds in the LC Cash Collateral
Accounts (excluding, for purposes of this clause (b) only, an amount equal to
the aggregate cash proceeds deposited thereto in accordance with Section 2.3(b))
exceed the aggregate amount of all Letter of Credit Liabilities, the Agent
shall, upon request of the Borrower, return such excess to the Borrower or to
any Person designated by the Borrower.

                                  ARTICLE VII
                             [INTENTIONALLY OMITTED]
                                  ARTICLE VIII
             THE AGENT; ISSUING BANKS; THE COLLATERAL AGENT; OTHERS

     SECTION 8.1. Agent's Authorization and Action. Each Bank hereby appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under this Agreement as are delegated to the Agent by the
terms hereof, together with such powers as are reasonably incidental thereto. As
to any matters not expressly provided for by this


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<PAGE>

Agreement (including enforcement of the terms of this Agreement or collection of
the Reimbursement Obligations, fees and any other amounts due and payable
pursuant to this Agreement), the Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from
acting (and shall be fully protected in so acting or refraining from acting)
upon the instructions of the Majority Banks, and such instructions shall be
binding upon all Banks; provided, however, that the Agent shall not be required
to take any action which exposes the Agent to personal liability or which is
contrary to this Agreement or applicable law. The Agent agrees to give to each
Bank prompt notice of each notice given to it by the Borrower pursuant to the
terms of this Agreement.

     SECTION 8.2. Agent's Reliance, Etc. Neither the Agent nor any of its
directors, officers, agents or employees shall be liable for any action taken or
omitted to be taken by it or them under or in connection with this Agreement,
except for its or their own gross negligence or willful misconduct. Without
limitation of the generality of the foregoing, the Agent: (i) may consult with
legal counsel (including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (ii) makes no warranty or
representation to any Bank and shall not be responsible to any Bank for any
statements, warranties or representations (whether written or oral) made in or
in connection with this Agreement or any other Credit Document; (iii) shall not
have any duty to ascertain or to inquire as to the performance or observance of
any of the terms, covenants or conditions of this Agreement or any other Credit
Document on the part of the Borrower or any Guarantor or to inspect the property
(including the books and records) of the Borrower or any Guarantor; (iv) shall
not be responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
instrument or document furnished pursuant hereto or thereto; (v) shall incur no
liability under or in respect of any Letter of Credit or this Agreement by
acting upon any notice, consent, certificate or other instrument or writing
(which may be by telecopier, telegram, cable or telex) believed by it to be
genuine and signed or sent by the proper party or parties; and (vi) may treat
any Issuing Bank that issues or has issued a Letter of Credit as being the
issuer of such Letter of Credit for all purposes.

     SECTION 8.3. Issuing Banks' Reliance, Etc. Neither the Issuing Banks nor
any directors, officers, agents or employees of the Issuing Banks shall be
liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement, except for its or their own gross negligence or
willful misconduct. The Issuing Banks shall not have, by reason of this
Agreement a fiduciary relationship in respect of any Bank; and nothing in this
Agreement, expressed or implied, is intended or shall be so construed as to
impose upon the Issuing Banks any obligations in respect of this Agreement
except as expressly set forth herein. Without limitation of the generality of
the foregoing, the Issuing Banks: (i) may consult with legal counsel (including
counsel for the Borrower), independent public accountants and other experts
selected by it and shall not be liable for any action taken or omitted to be
taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (ii) make no warranty or representation to any Bank and
shall not be responsible to any Bank for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Agreement or any other Credit Document; (iii) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the terms,
covenants or conditions of this Agreement or any other Credit Document on the
part of the Borrower or any Guarantor or to


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<PAGE>

inspect the property (including the books and records) of the Borrower or any
Guarantor; (iv) shall not be responsible to any Bank for the due execution,
legality, validity, enforceability, genuineness, sufficiency or value of this
Agreement or any other Credit Document or any other instrument or document
furnished pursuant hereto or thereto; and (v) shall incur no liability under or
in respect of any Letter of Credit or this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telecopier,
telegram, cable or telex) believed by it to be genuine and signed or sent by the
proper party or parties.

     SECTION 8.4. Rights. With respect to any Letter of Credit Interest held by
it, Citicorp shall have the same rights and powers under this Agreement as any
other Bank and may exercise the same as though it was not the Agent and
Collateral Agent; with respect to its Letter of Credit Commitments, the
Reimbursement Obligations owed to it, any Letter of Credit Interest held by it,
the Issuing Banks shall have the right and power under this Agreement as any
other Bank and may exercise the same as though it was not an Issuing Bank, as
the case may be. The term "Bank" or "Banks" shall, unless otherwise expressly
indicated, include each of the Issuing Banks in their individual capacity.
Citicorp, each Issuing Bank and the respective affiliates of each may accept
deposits from, lend money to, act as trustee under indentures of, and generally
engage in any kind of business with, the Borrower, any Subsidiary of the
Borrower, any Person who may do business with or own, directly or indirectly,
securities of the Borrower or any such Subsidiary and any other Person, all as
if Citicorp were not the Agent and Collateral Agent and each Issuing Bank was
not an Issuing Bank, in each case without any duty to account therefor to the
Banks.

     SECTION 8.5. [Intentionally Omitted].

     SECTION 8.6. Indemnification. The Banks agree to indemnify the Agent (to
the extent not reimbursed by the Borrower), ratably according to the respective
Letter of Credit Interests then held by each of them (or if no Letter of Credit
Interests are at the time outstanding, ratably according to their respective LC
Participation Percentage), from and against any and all claims, damages, losses,
liabilities and expenses (including reasonable fees and disbursements of
counsel) of any kind or nature whatsoever which may be imposed on, incurred by,
or asserted against the Agent in any way relating to or arising out of this
Agreement or any other Credit Document or any action taken or omitted by the
Agent under this Agreement or any other Credit Document (EXPRESSLY INCLUDING ANY
SUCH CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE ORDINARY,
SOLE OR CONTRIBUTORY NEGLIGENCE OF THE AGENT, BUT EXCLUDING ANY SUCH CLAIM,
DAMAGE, LOSS, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF THE AGENT). IT IS THE INTENT OF THE PARTIES HERETO THAT
THE AGENT SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 8.6, BE INDEMNIFIED FOR
ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE. Without limitation of the
foregoing, each Bank agrees to reimburse the Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel fees) incurred by
the Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under this Agreement to the extent that the Agent is
not reimbursed for such expenses by the Borrower.



                                       69
<PAGE>

     SECTION 8.7. Successor Agent. The Agent may resign at any time as Agent
under this Agreement by giving written notice thereof to the Banks and the
Borrower and may be removed at any time with or without cause by the Majority
Banks. Upon any such resignation or removal, the Majority Banks shall have the
right to appoint, with the consent the Borrower (which consent shall not be
unreasonably withheld and shall not be required if an Event of Default exists),
a successor Agent from among the Banks. If no successor Agent shall have been so
appointed by the Majority Banks with such consent, and shall have accepted such
appointment, within 30 days after the retiring Agent's giving of notice of
resignation or the Majority Banks' removal of the retiring Agent, then the
retiring Agent may, on behalf of the Banks, appoint a successor Agent, which
shall be a Bank which is a commercial bank organized under the laws of the
United States of America or of any State thereof and having a combined capital
and surplus of at least $500,000,000. Upon the acceptance of any appointment as
Agent under this Agreement by a successor Agent, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent and shall function as the Agent under this
Agreement, and the retiring Agent shall be discharged from its duties and
obligations as Agent under this Agreement. After any retiring Agent's
resignation or removal hereunder as Agent, the provisions of this Article VIII
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Agreement.

     SECTION 8.8. Collateral Agent's Authorization and Action. Each Bank hereby
appoints and authorizes the Collateral Agent to take such action as agent on its
behalf and to exercise such powers under this Agreement as are delegated to the
Collateral Agent by the terms hereof, together with such powers as are
reasonably incidental thereto. As to any matters not expressly provided for by
this Agreement (including enforcement of the terms of this Agreement or
collection of the Reimbursement Obligations, fees and any other amounts due and
payable pursuant to this Agreement), the Collateral Agent shall not be required
to exercise any discretion or take any action, but shall be required to act or
to refrain from acting (and shall be fully protected in so acting or refraining
from acting) upon the instructions of the Majority Banks, and such instructions
shall be binding upon all Banks; provided, however, that the Collateral Agent
shall not be required to take any action which exposes the Collateral Agent to
personal liability or which is contrary to this Agreement or applicable law. The
Collateral Agent agrees to give to each Bank prompt notice of each notice given
to it by the Borrower pursuant to the terms of this Agreement.

     SECTION 8.9. Collateral Agent's Reliance, Etc. Neither the Collateral Agent
nor any of its directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
this Agreement, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the
Collateral Agent: (i) may consult with legal counsel (including counsel for the
Borrower), independent public accountants and other experts selected by it and
shall not be liable for any action taken or omitted to be taken in good faith by
it in accordance with the advice of such counsel, accountants or experts; (ii)
makes no warranty or representation to any Bank and shall not be responsible to
any Bank for any statements, warranties or representations (whether written or
oral) made in or in connection with this Agreement or any other Credit Document;
(iii) shall not have any duty to ascertain or to inquire as to the performance
or observance of any of the terms, covenants or conditions of this Agreement or
any other Credit Document on the part


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<PAGE>

of the Borrower or any Guarantor or to inspect the property (including the books
and records) of the Borrower or any Guarantor; (iv) shall not be responsible to
any Bank for the due execution, legality, validity, enforceability, genuineness,
sufficiency or value of this Agreement or any other instrument or document
furnished pursuant hereto or thereto; (v) shall incur no liability under or in
respect of any Note, Letter of Credit or this Agreement by acting upon any
notice, consent, certificate or other instrument or writing (which may be by
telecopier, telegram, cable or telex) believed by it to be genuine and signed or
sent by the proper party or parties; and (vi) may treat any Issuing Bank that
issues or has issued a Letter of Credit as being the issuer of such Letter of
Credit for all purposes.

     SECTION 8.10. Collateral Agent and Its Affiliates. With respect to any
Letter of Credit Interest held by it, each Bank which is also the Collateral
Agent shall have the same rights and powers under the Credit Documents as any
other Bank and may exercise the same as though it were not the Collateral Agent;
and the term "Bank" or "Banks" shall, unless otherwise expressly indicated,
include any Bank serving as the Collateral Agent in its individual capacity. Any
Bank serving as the Collateral Agent and its affiliates may accept deposits
from, lend money to, act as trustee under indentures of, accept investment
banking engagements from and generally engage in any kind of business with, the
Borrower, any of the Subsidiaries and any Person who may do business with or own
securities of the Borrower or any Subsidiary, all as if such Bank were not the
Collateral Agent and without any duty to account therefor to the Banks.

     SECTION 8.11. Bank Credit Decision. Each of the Banks and the other
beneficiaries of any Security Document parties hereto (both on its own behalf
and on behalf of any of its affiliates that is a beneficiary of any Security
Document) acknowledges that it has, independently and without reliance upon the
Collateral Trustee, Collateral Agent, Agent, the Arranger, the Issuing Banks or
any other Bank and based on the financial statements referred to in Section
4.1(e) and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement. Each of
the Banks and the other beneficiaries of any Security Document parties hereto
(both on its own behalf and on behalf of any of its Affiliates that is a
beneficiary of any Security Document) also acknowledges that it will,
independently and without reliance upon the Collateral Trustee, Collateral
Agent, Agent, the Arranger, the Issuing Banks or any other Bank and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
this Agreement and the other Credit Documents. Neither the Collateral Trustee
nor the Collateral Agent shall have any duty or responsibility, either initially
or on a continuing basis, to provide any Person with any credit or other
information with respect thereto, whether coming into its possession before the
issuance of any Letter of Credit or at any time or times thereafter.

     SECTION 8.12. Certain Rights of the Collateral Agent. If the Collateral
Agent shall request instructions from the Majority Banks with respect to any act
or action (including failure to act) in connection with this Agreement or any
other Credit Document, the Collateral Agent shall be entitled to refrain from
such act or taking such action unless and until the Collateral Agent shall have
received instructions from the Majority Banks; and it shall not incur liability
to any Person by reason of so refraining. Without limiting the foregoing, no
Bank nor any beneficiary of any Security Document shall have any right of action
whatsoever against the Collateral Agent as a result of its acting or refraining
from acting hereunder or under any other


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<PAGE>
Loan Document in accordance with the instructions of the Majority Banks or all
of the Banks, as the case may be. Furthermore, except for action expressly
required of the Collateral Agent hereunder, the Collateral Agent shall in all
cases be fully justified in failing or refusing to act hereunder unless it shall
be specifically indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

     SECTION 8.13. Collateral Agent Indemnification. The Banks agree to
indemnify the Collateral Agent (to the extent not reimbursed by the Borrower),
including to the extent the Collateral Agent is acting in its capacity as
"Collateral Trustee" under the Collateral Trust Agreement or as "Surety
Administrative Agent" under the Midstream Guaranty, ratably according to the
respective principal amounts of the Letter of Credit Interests then held by each
of them (or if no Letter of Credit Interests are at the time outstanding,
ratably according to their LC Participation Percentage), from and against any
and all claims, damages, losses, liabilities and expenses (including reasonable
fees and disbursements of counsel) of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Collateral Agent in any way
relating to or arising out of this Agreement or any action taken or omitted by
the Collateral Agent under this Agreement or any other Credit Document
(EXPRESSLY INCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE
ATTRIBUTABLE TO THE ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE OF THE COLLATERAL
AGENT, BUT EXCLUDING ANY SUCH CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE
ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE COLLATERAL
AGENT). IT IS THE INTENT OF THE PARTIES HERETO THAT THE COLLATERAL AGENT SHALL,
TO THE EXTENT PROVIDED IN THIS SECTION 8.13, BE INDEMNIFIED FOR ITS OWN
ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE. Without limitation of the foregoing,
each Bank agrees to reimburse the Collateral Agent promptly upon demand for its
ratable share of any out-of-pocket expenses (including counsel fees) incurred by
the Collateral Agent in connection with the preparation, execution, delivery,
administration, modification, amendment or enforcement (whether through
negotiations, legal proceedings or otherwise) of, or legal advice in respect of
rights or responsibilities under this Agreement to the extent that the
Collateral Agent is not reimbursed for such expenses by the Borrower.

     SECTION 8.14. Successor Collateral Agent. The Collateral Agent may resign
at any time as Collateral Agent under this Agreement by giving written notice
thereof to the Banks and the Borrower and may be removed at any time with or
without cause by the Majority Banks. Upon any such resignation or removal, the
Majority Banks shall have the right to appoint, with the consent of the Borrower
(which consent shall not be unreasonably withheld and shall not be required if
an Event of Default exists), a successor Collateral Agent from among the Banks.
If no successor Collateral Agent shall have been so appointed by the Majority
Banks with such consent, and shall have accepted such appointment, within 30
days after the retiring Collateral Agent's giving of notice of resignation or
the Majority Banks' removal of the retiring Collateral Agent, then the retiring
Collateral Agent may, on behalf of the Banks, appoint a successor Collateral
Agent, which shall be a Bank which is a commercial bank organized under the laws
of the United States of America or of any State thereof and having a combined
capital and surplus of at least $500,000,000. Upon the acceptance of any
appointment as Collateral Agent under this Agreement by a successor Collateral
Agent, such successor Collateral Agent shall thereupon


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<PAGE>
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent and shall function as the Collateral Agent
under this Agreement, and the retiring Collateral Agent shall be discharged from
its duties and obligations as Collateral Agent under this Agreement. After any
retiring Collateral Agent's resignation or removal hereunder as Collateral
Agent, the provisions of this Article VIII shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Collateral Agent under
this Agreement.

     SECTION 8.15. Other Agents; the Arranger. The other agents, the Collateral
Trustee, and the Arranger have no duties or obligations under this Agreement.
None of the other agents, the Collateral Trustee, nor the Arranger shall have,
by reason of this Agreement or the other Credit Documents, a fiduciary
relationship in respect of any Bank, and nothing in this Agreement or other
Credit Documents, express or implied, is intended or shall be so construed to
impose on any of the other agents or the Arranger any obligation in respect of
this Agreement or other Credit Documents.

                                   ARTICLE IX
                                  MISCELLANEOUS

     SECTION 9.1. Amendments, Etc. No amendment or waiver of any provision of
this Agreement, nor consent to any departure by the Borrower therefrom, shall in
any event be effective unless the same shall be in writing and signed by the
Majority Banks, and then such waiver or consent shall be effective only in the
specific instance and for the specific purpose for which given; provided,
however, that no amendment, waiver or consent shall, unless in writing and
signed by all the Banks, do any of the following: (a) waive any of the
conditions specified in Article III, (b) increase the Letter of Credit
Commitments of the Issuing Banks or subject any Bank to any additional
obligation, (c) reduce the Reimbursement Obligations or any fees or other
amounts payable hereunder, (d) postpone any date fixed for any payment of the
Reimbursement Obligations or any fees or other amounts payable hereunder, (e)
take any action which requires the signing of all the Banks pursuant to the
terms of this Agreement, (f) change the definition of Majority Banks or
otherwise change the LC Participation Percentages or of the aggregate unpaid
principal amount of the Letter of Credit Liabilities or the Reimbursement
Obligations, or the number of Banks, which shall be required for the Banks or
any of them to take any action under this Agreement, (g) release any of the
Collateral (except as contemplated by the terms of Section 5.2(e) and Schedule
XIV on the date hereof), or (h) amend, waive any provision of, or consent to any
departure by the Borrower from, Section 2.3(b) or this Section 9.1; and provided
further that no amendment, waiver or consent shall, unless in writing and signed
by the Agent in addition to the Banks required above to take such action, affect
the rights or duties of the Agent under any Credit Document; and provided
further that no amendment, waiver or consent shall, unless in writing and signed
by each Issuing Bank in addition to the Banks required above to take such
action, affect the rights or duties of any Issuing Bank under any Credit
Document; and provided further that no amendment, waiver or consent shall,
unless in writing and signed by the Collateral Agent in addition to the Banks
required above to take such action, affect the rights or duties of the
Collateral Agent under any Credit Document.

     SECTION 9.2. Notices, Etc. All notices and other communications provided
for hereunder shall be in writing (including telecopy communication) and mailed,
telecopied or


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delivered, if to any Bank, as specified opposite its name on Schedule I hereto
or specified in a Transfer Agreement for any assignee Bank delivered pursuant to
Section 9.6(a); if to the Borrower, as specified opposite its name on Schedule
II hereto; if to an Issuing Bank to its address as specified opposite its name
on Schedule I; and if to Citicorp, as Agent or Collateral Agent, to its address
at 2 Penns Way, Suite 200, New Castle, Delaware 19720 (telecopier number: (302)
894-6120), Attention: Williams Account Officer, with a copy to Citicorp North
America, Inc., 1200 Smith Street, Suite 2000, Houston, Texas 77002 (telecopier
number: (713) 654-2849), Attention: The Williams Companies, Inc. Account
Officer, or, as to the Borrower, any Issuing Bank, the Collateral Agent, or the
Agent, at such other address as shall be designated by such party in a written
notice to the other parties and, as to each other party, at such other address
as shall be designated by such party in a written notice to the Borrower, each
Issuing Bank, the Collateral Agent and the Agent. All such notices and
communications shall, when mailed or telecopied, be effective when received in
the mail, sent by telecopier to any party to the telecopier number as set forth
herein or on Schedule I or Schedule II or specified in a Transfer Agreement for
any assignee Bank delivered pursuant to Section 9.6(a) (or other telecopy number
specified by such party in a written notice to the other parties hereto),
respectively, except that notices and communications to the Agent shall not be
effective until received by the Agent. Any notice or communication to a Bank
shall be deemed to be a notice or communication to any SPC designated by such
Bank and no further notice to an SPC shall be required. Delivery by telecopier
of an executed counterpart of this Agreement or of any amendment or waiver of
any provision of this Agreement or any other Credit Document (other than a
Letter of Credit) shall be effective as delivery of a manually executed
counterpart thereof.

     SECTION 9.3. No Waiver; Remedies. No failure on the part of any Bank, the
Collateral Agent, the Collateral Trustee, any Issuing Bank, the Agent, the
Collateral Trustee, the Surety Administrative Agent, any Issuing Bank or the
Agent to exercise, and no delay in exercising, any right under this Agreement or
any other Credit Document shall operate as a waiver thereof, nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies provided in
this Agreement are cumulative and not exclusive of any remedies provided by law.

     SECTION 9.4. Costs and Expenses.

     (a) (i) the Borrower agrees to pay on demand all reasonable out-of-pocket
costs and expenses of the Arranger and the Agent in connection with the
preparation, execution, delivery, administration, modification and amendment of
this Agreement, the other Credit Documents and the other documents to be
delivered under this Agreement, including the reasonable fees and out-of-pocket
expenses of counsel for the Agent with respect thereto and with respect to
advising the Agent as to its rights and responsibilities under this Agreement
and any other Credit Document, the reasonable costs and expenses of the Issuing
Banks in connection with any Letter of Credit, the reasonable costs and expenses
of the Collateral Agent and all amounts paid by the Collateral Agent pursuant to
any Security Document, and (ii) the Borrower agrees to pay on demand all costs
and expenses, if any (including reasonable counsel fees and expenses, which may
include allocated costs of in-house counsel), of the Agent, the Collateral
Agent, the Issuing Banks and each Bank in connection with the enforcement
(whether before or after the occurrence of an Event of Default and whether
through negotiations


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<PAGE>
(including formal workouts or restructurings), legal proceedings or otherwise)
against the Borrower or any Guarantor of any Credit Document.

     (b) The Borrower agrees, to the fullest extent permitted by law, to
indemnify and hold harmless the Agent, the Collateral Agent, the Issuing Banks,
other agents, the Arranger and each Bank and each of their respective directors,
officers, employees and agents (the "Indemnified Parties") from and against any
and all claims, damages, losses, liabilities and expenses (including reasonable
fees and disbursements of counsel) of any kind or nature whatsoever for which
any of them may become liable or which may be incurred by or asserted against
any of the Indemnified Parties (other than by another Bank or any successor or
assign of another Bank), in each case in connection with or arising out of or by
reason of any investigation, litigation, or proceeding, whether or not any of
the Indemnified Parties is a party thereto, arising out of, related to or in
connection with this Agreement or any transaction in which any proceeds of all
or any part of Letters of Credit are applied (EXPRESSLY INCLUDING ANY SUCH
CLAIM, DAMAGE, LOSS, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE ORDINARY, SOLE OR
CONTRIBUTORY NEGLIGENCE OF SUCH INDEMNIFIED PARTY, BUT EXCLUDING ANY SUCH CLAIM,
DAMAGE, LOSS, LIABILITY OR EXPENSE ATTRIBUTABLE TO THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF SUCH INDEMNIFIED PARTY). IT IS THE INTENT OF THE PARTIES
HERETO THAT EACH INDEMNIFIED PARTY SHALL, TO THE EXTENT PROVIDED IN THIS SECTION
9.4(b), BE INDEMNIFIED FOR ITS OWN ORDINARY, SOLE OR CONTRIBUTORY NEGLIGENCE.

     SECTION 9.5. Right of Set-off. Upon (i) the occurrence and during the
continuance of any Event of Default and (ii) the making of the request or the
granting of the consent specified by Section 6.1 to authorize the Agent to
declare the Reimbursement Obligations due and payable pursuant to the provisions
of Section 6.1, each Bank is hereby authorized at any time and from time to
time, to the fullest extent permitted by law, to set off and apply any and all
deposits (general or special, time or demand, provisional or final) at any time
held and other indebtedness at any time owing by such Bank to or for the credit
or the account of the Borrower against any and all of the obligations of the
Borrower now or hereafter existing under this Agreement and the other Credit
Documents, if any, held by such Bank, irrespective of whether or not such Bank
shall have made any demand under this Agreement or the other Credit Documents
and although such obligations may be unmatured. Each Bank agrees promptly to
notify the Borrower after such set-off and application made by such Bank,
provided, that the failure to give such notice shall not affect the validity of
such set-off and application. The rights of each Bank under this Section are in
addition to other rights and remedies (including other rights of set-off) which
such Bank may have.

     SECTION 9.6. Binding Effect; Transfers.

     (a) This Agreement shall become effective when it shall have been executed
by the Borrower, the Agent, the Collateral Agent and the Issuing Banks, and when
each Bank listed on the signature pages hereof has delivered an executed
counterpart hereof to the Agent, has sent to the Agent a facsimile copy of its
signature hereon or has notified the Agent that such Bank has executed this
Agreement and thereafter shall be binding upon and inure to the benefit of the
Borrower, the Agent, the Collateral Agent, the Issuing Banks and each Bank and
their


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<PAGE>
respective successors and assigns; provided, that the Borrower shall not have
the right to assign any of its rights hereunder or any interest herein without
the prior written consent of the Agent. Each Bank may assign to one or more
banks, financial institutions or other entities all or a portion of its rights
and obligations under this Agreement (including all or a portion of its Letter
of Credit Commitments or its Letter of Credit Interest); provided, however, that
(i) each such assignment shall be of a constant, and not a varying, percentage
of all rights and obligations under this Agreement, (ii) except in the case of
an assignment of all of a Bank's rights and obligations under this Agreement or
an assignment to another Bank, the amount of the Letter of Credit Commitment
and/or LC Participation Percentage of the assigning Bank being assigned pursuant
to each such assignment (determined as of the date of the Transfer Agreement
with respect to such assignment) shall in no event be less than $5,000,000 in
the aggregate or such lesser amount as may be consented to by the Agent and the
Borrower, (iii) each such assignment shall be to an Eligible Assignee, and (iv)
the parties to each such assignment shall execute and deliver to the Agent, for
its acceptance and recording in the Register maintained by the Agent, a Transfer
Agreement and, unless the assignment is to an affiliate of such Bank, a
processing and recordation fee of $3,500. Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Transfer Agreement, (x) the assignee thereunder shall be a party hereto as a
"Bank" and, to the extent that rights and obligations hereunder have been
assigned to it pursuant to such Transfer Agreement, have the rights and
obligations of a Bank hereunder (including obligations to the Agent pursuant to
Section 8.6 and to the Collateral Agent pursuant to Section 8.13) and (y) the
Bank assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned by it pursuant to such Transfer Agreement,
relinquish its rights and be released from its obligations under this Agreement,
except for rights and obligations which continue after repayment of the
Reimbursement Obligations or termination of this Agreement pursuant to the
express terms of this Agreement (and, in the case of a Transfer Agreement
covering all of an assigning Bank's rights and obligations under this Agreement,
such Bank shall cease to be a party hereto).

     (b) By executing and delivering a Transfer Agreement, the Bank assignor
thereunder and the assignee thereunder confirm to and agree with each other and
the other parties hereto as follows: (i) other than as provided in such Transfer
Agreement, such assigning Bank makes no representation or warranty and assumes
no responsibility with respect to any statements, warranties or representations
(whether written or oral) made in or in connection with this Agreement, any
other Credit Document or any other instrument or document furnished pursuant
hereto or in connection herewith, the perfection, existence, sufficiency or
value of any Collateral, guaranty or insurance or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Credit
Document or any other instrument or document furnished pursuant hereto or in
connection herewith; (ii) such assigning Bank makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of the Borrower or any other Person or the performance or observance by the
Borrower or any other Person of any of its respective obligations under the
Credit Documents or any other instrument or document furnished pursuant hereto
or in connection herewith; (iii) such assignee confirms that it has received a
copy of this Agreement, together with copies of such financial statements and
such other documents and information as it has deemed appropriate to make its
own credit analysis and decision to enter into such Transfer Agreement; (iv)
such assignee will, independently and without reliance upon the Agent, the
Collateral Agent, any Issuing Bank, such assigning Bank or any other Bank and
based on such financial statements and such other documents and


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<PAGE>
information as it shall deem appropriate at the time, continue to make its own
credit analysis and decisions in taking or not taking action under this
Agreement, any of the other Credit Documents or any other instrument or
document; (v) such assignee confirms that it is an Eligible Assignee; (vi) such
assignee appoints and authorizes the Agent and the Collateral Agent,
respectively, to act as Agent and the Collateral Agent, respectively, on its
behalf and to exercise such powers and discretion under this Agreement, any
other Credit Document or any other document executed in connection herewith or
therewith as are delegated to the Agent and the Collateral Agent, respectively,
by the terms hereof or thereof, together with such powers and discretion as are
reasonably incidental thereto; and (vii) such assignee agrees that it will
perform in accordance with their terms all of the obligations which by the terms
of this Agreement are required to be performed by it as a Bank.

     (c) The Agent shall maintain a copy of each Transfer Agreement,
delivered to and accepted by it and the Register for the recordation of the
names and addresses of the Banks and the Letter of Credit Commitment, LC
Participation Percentage and Letter of Credit Interest of each Bank from time to
time.

     (d) Upon its receipt of a Transfer Agreement executed and completed by an
assigning Bank and an assignee representing that it is an Eligible Assignee (and
consented to by the Agent and, if required, by the Borrower), the Agent shall
(i) accept such Transfer Agreement, (ii) record the information contained
therein in the Register and (iii) give prompt notice thereof to the Borrower.

     (e) Each Bank may sell participations to one or more banks or other
entities (other than the Borrower or any of its Affiliates) in or to all or a
portion of its rights and obligations under this Agreement (including all or a
portion of its Letter of Credit Interest); provided, however, that (i) such
Bank's obligations under this Agreement shall remain unchanged, (ii) such Bank
shall remain solely responsible to the other parties hereto for the performance
of such obligations, (iii) the Borrower, the Agent, the Collateral Agent, each
Issuing Bank and the other Banks shall continue to deal solely and directly with
such Bank in connection with such Bank's rights and obligations under this
Agreement, (iv) all amounts payable under this Agreement shall be calculated as
if such Bank had not sold such participation, and (v) the terms of any such
participation shall not restrict such Bank's ability to consent to any departure
by the Borrower herefrom without the approval of the participant, except that
the approval of the participant may be required to the extent that such
amendment, waiver or consent would reduce the principal of, or interest on, the
Reimbursement Obligations or any fees or other amounts payable hereunder, in
each case to the extent subject to such participation, or postpone any date
fixed for any payment of principal of, or interest on, the Reimbursement
Obligations or any fees or other amounts payable hereunder, in each case to the
extent subject to such participation.

     (f) Notwithstanding any other provisions set forth in this Agreement, any
Bank may at any time create a security interest in all or any portion of its
rights under this Agreement (including its Letter of Credit Interest) in favor
of any Federal Reserve Bank in accordance with Regulation A of the Federal
Reserve Board without notice to or consent of the Borrower or the Agent.
Furthermore, any Bank may assign, as collateral or otherwise, any of its rights
(including rights to payments of principal of and/or interest on its Letter of
Credit Interest)


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<PAGE>
under this Agreement or any of its Letter of Credit Interest to any Federal
Reserve Bank without notice to or consent of the Borrower or the Agent.

     (g) Notwithstanding anything to the contrary contained herein, any Bank (a
"Designating Bank") with the consent of the Agent (and, if no Event of Default
has occurred and is continuing, the Borrower) may grant to a special purpose
funding vehicle (an "SPC"), identified as such in writing from time to time by
the Designating Bank to the Agent and the Borrower, the option to fund all or
any part of any payment to any Issuing Bank which the Designating Bank has
agreed to make; provided that no Designating Bank shall have granted at any one
time such option to more than one SPC; and provided further that (i) such
Designating Bank's obligations under this Agreement shall remain unchanged, (ii)
such Designating Bank shall remain solely responsible to the other parties
hereto for the performance of such obligations, (iii) the Borrower, the Issuing
Banks, the Collateral Agent, the Agent and the other Banks shall continue to
deal solely and directly with such Designating Bank in connection with such
Designating Bank's rights and obligations under this Agreement, (iv) any such
option granted to an SPC shall not constitute a commitment by such SPC to fund
any drawing under a Letter of Credit, and (v) neither the grant nor the exercise
of such option to an SPC shall increase the costs or expenses or otherwise
increase or change the obligations of the Borrower under this Agreement
(including its obligations under Section 2.6). The issuance of a Letter of
Credit by an SPC hereunder shall utilize the Letter of Credit Commitment of the
Designating Bank to the same extent, and as if, such Letter of Credit were
issued by such Designating Bank. Each party hereto hereby agrees that no SPC
shall be liable for any indemnity or similar payment obligation under this
Agreement to the extent that any such indemnity or similar payment obligations
shall have been paid by its Designating Bank. In furtherance of the foregoing,
each party hereto hereby agrees (which agreement shall survive the termination
of this Agreement) that, prior to the date that is one year and one day after
the payment in full of all outstanding commercial paper or other senior
indebtedness of any SPC, it will not institute against, or join any other person
in instituting against such SPC any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings under the laws of the United States. In
addition, notwithstanding anything to the contrary contained in this Section
9.6, an SPC may not assign its interest in any Letter of Credit Interests except
that, with notice to, but without the prior written consent of, the Borrower and
the Agent and without paying any processing fee therefor, such SPC may assign
all or a portion of its interests in any Letter of Credit Interests to the
Designating Bank or to any financial institutions (consented to by the Borrower
and Agent), providing liquidity and/or credit support to or for the account of
such SPC to support the funding or maintenance of Letter of Credit Interests.
Each Designating Bank shall serve as the agent of its SPC and shall on behalf of
its SPC: (i) receive any and all payments made for the benefit of such SPC and
(ii) give and receive all communications and notices, and vote, approve or
consent hereunder, and take all actions hereunder, including votes, approvals,
waivers, consents and amendments under or relating to this Agreement and the
other Credit Documents. Any such notice, communication, vote, approval, waiver,
consent or amendment shall be signed by the Designating Bank for the SPC and
need not be signed by such SPC on its own behalf. The Borrower, the Issuing
Banks, the Collateral Agent, the Agent and the Banks may rely thereon without
any requirement that the SPC sign or acknowledge the same or that notice be
delivered to the Borrower or the SPC. This Section 9.6(g) may not be amended
without the written consent of any SPC, which shall have been identified to the
Agent and the Borrower.

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<PAGE>

          SECTION 9.7. Judgment Currency. If for the purposes of obtaining
judgment in any court it is necessary to convert a sum due from the Borrower
hereunder in Canadian Dollars into Dollars, the parties hereto agree, to the
fullest extent that they may effectively do so, that the rate of exchange used
shall be that at which in accordance with normal banking procedures the Agent
could purchase the Canadian Dollars with Dollars at the Agent's main New York
office on the Business Day preceding that on which final, non-appealable
judgment is given. The obligations of the Borrower in respect of any sum due in
Canadian Dollars to any Bank, any Issuing Bank, the Collateral Agent or the
Agent hereunder shall, notwithstanding any judgment in Dollars, be discharged
only to the extent that on the Business Day following receipt by such Bank, such
Issuing Bank, the Collateral Agent or the Agent (as the case may be) of any sum
adjudged to be so due in Dollars, such Bank, Issuing Bank, the Collateral Agent
or the Agent (as the case may be) may in accordance with normal, reasonable
banking procedures purchase the Canadian Dollars with Dollars. If the amount of
the Canadian Dollars so purchased is less than the sum originally due to such
Bank, Issuing Bank, the Collateral Agent or the Agent, as the case may be, in
the Canadian Dollars, the Borrower agrees, to the fullest extent that it may
effectively do so, as a separate obligation and notwithstanding any such
judgment, to indemnify such Bank, such Issuing Bank, the Collateral Agent or the
Agent, as the case may be, against such loss, and if the amount of Canadian
Dollars so purchased exceeds the sum originally due to such Bank, such Issuing
Bank, the Collateral Agent or the Agent, as the case may be, in Canadian
Dollars, such Bank, such Issuing Bank, the Collateral Agent or the Agent, as the
case may be, agrees to remit such excess to the Borrower.

          SECTION 9.8. Governing Law. This Agreement and the other Credit
Documents shall be governed by, and construed in accordance with, the laws of
the State of New York, except that Mortgages and Additional Mortgages may, to
the extent provided therein, be governed by and construed in accordance with the
laws of the respective states in which the real property covered thereby is
located.

          SECTION 9.9. Interest. It is the intention of the parties hereto that
the Agent, each Issuing Bank, the Collateral Agent and each Bank shall conform
strictly to usury laws applicable to it, if any. Accordingly, if the
transactions with the Agent, any Issuing Bank, the Collateral Agent or any Bank
contemplated hereby would be usurious under applicable law, then, in that event,
notwithstanding anything to the contrary in this Agreement or any other
agreement entered into in connection with or as security for this Agreement, it
is agreed as follows: (i) the aggregate of all consideration which constitutes
interest under applicable law that is contracted for, taken, reserved, charged
or received by the Agent, such Issuing Bank, the Collateral Agent or such Bank,
as the case may be, under this Agreement, any other Credit Document or under any
other agreement entered into in connection with or as security for this
Agreement or the other Credit Documents shall under no circumstances exceed the
maximum amount allowed by such applicable law and any excess shall be canceled
automatically and, if theretofore paid, shall at the option of the Agent, such
Issuing Bank, the Collateral Agent or such Bank, as the case may be, be credited
by the Agent, such Issuing Bank, the Collateral Agent or such Bank, as the case
may be, on the principal amount of the obligations owed to the Agent, such
Issuing Bank, the Collateral Agent or such Bank, as the case may be, by the
Borrower or refunded by the Agent, such Issuing Bank, the Collateral Agent or
such Bank, as the case may be, to the Borrower, and (ii) in the event that the
maturity of any obligation payable to the Agent, such Issuing Bank, the
Collateral Agent or such Bank, as the case may be, is accelerated or in the


                                       79
<PAGE>


event of any required or permitted prepayment, then such consideration that
constitutes interest under law applicable to the Agent, such Issuing Bank, the
Collateral Agent or such Bank, as the case may be, may never include more than
the maximum amount allowed by such applicable law and excess interest, if any,
to the Agent, such Issuing Bank, the Collateral Agent or such Bank, as the case
may be, provided for in this Agreement or otherwise shall be canceled
automatically as of the date of such acceleration or prepayment and, if
theretofore paid, shall, at the option of the Agent, such Issuing Bank, the
Collateral Agent or such Bank, as the case may be, be credited by the Agent,
such Issuing Bank, the Collateral Agent or such Bank, as the case may be, on the
principal amount of the obligations owed to the Agent, such Issuing Bank, the
Collateral Agent or such Bank, as the case may be, by the Borrower or refunded
by the Agent, such Issuing Bank, the Collateral Agent or such Bank, as the case
may be, to the Borrower.

          SECTION 9.10. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

          SECTION 9.11. Survival of Agreements, Representations and Warranties,
Etc. All warranties, representations and covenants made by the Borrower or any
officer of the Borrower herein or in any certificate or other document delivered
in connection with this Agreement shall be considered to have been relied upon
by the Banks and shall survive the issuance of any Letters of Credit regardless
of any investigation. The indemnities and other payment obligations of the
Borrower set forth in Sections 2.4, 2.6 and 9.4, the indemnities set forth in
Section 2.10 and the indemnities by the Banks in favor of the Agent, the
Collateral Agent and their respective officers, directors, employees and agents,
will survive the repayment of the Reimbursement Obligations and the termination
of this Agreement.

          SECTION 9.12. [INTENTIONALLY OMITTED.]

          SECTION 9.13. Confidentiality. Each Bank agrees that it will not
disclose without the prior consent of the Borrower (other than to employees,
auditors, accountants, counsel or other professional advisors of the Agent or
any Bank) any information with respect to the Borrower or its Subsidiaries
(which term shall be deemed to include the WCG Subsidiaries for purposes of this
Section 9.13), which is furnished pursuant to this Agreement and which (i) the
Borrower in good faith considers to be confidential and (ii) is either clearly
marked confidential or is designated by the Borrower to the Agent and the Banks
in writing as confidential, provided that any Bank may disclose any such
information (a) as has become generally available to the public, (b) as may be
required or appropriate in any report, statement or testimony submitted to or
required by any municipal, state or Federal regulatory body having or claiming
to have jurisdiction over such Bank or submitted to or required by the Federal
Reserve Board or the Federal Deposit Insurance Corporation or similar
organizations (whether in the United States or elsewhere) or their successors,
(c) as may be required or appropriate in response to any summons or subpoena in
connection with any litigation, (d) in order to comply with any law, order,
regulation or ruling applicable to such Bank, (e) to the prospective transferee
or grantee in connection with any contemplated transfer of any of the Letter of
Credit Commitments or Letter of Credit Interests or any interest therein by such
Bank or the grant of an option to an SPC to fund any drawing under a Letter of
Credit, provided that such prospective transferee


                                       80
<PAGE>


executes an agreement with or for the benefit of the Borrower containing
provisions substantially identical to those contained in this Section 9.13, and
provided further that if the contemplated transfer is a grant of an option to
fund a drawing under a Letter of Credit to an SPC pursuant to Section 9.6(g),
such SPC may disclose (i) on a confidential basis, any non-public information
relating to such drawings funded by it to any rating agency, commercial paper
dealer or provider of any surety, guaranty or credit or liquidity enhancement to
such SPC, and (ii) if prior notice of the delivery thereof is given to the
Borrower, such information as may be required by law or regulation to be
delivered, (f) in connection with the exercise of any remedy by such Bank
following an Event of Default pertaining to this Agreement, any of the other
Credit Documents or any other document delivered in connection herewith, (g) in
connection with any litigation involving such Bank pertaining to this Agreement,
any of the other Credit Documents or any other document delivered in connection
herewith, (h) to any Bank, any Issuing Bank, the Collateral Agent or the Agent,
or (i) to any affiliate of any Bank, provided that such affiliate executes an
agreement with or for the benefit of the Borrower containing provisions
substantially identical to those contained in this Section 9.13.

          SECTION 9.14. Waiver of Jury Trial. THE BORROWER, THE AGENT, THE
COLLATERAL AGENT, THE ISSUING BANK AND THE BANKS HEREBY IRREVOCABLY WAIVE ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT, ANY OTHER CREDIT DOCUMENT, ANY LETTER OF CREDIT OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

          SECTION 9.15. Forum Selection and Consent to Jurisdiction. ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY
CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS
(WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE BANKS, ANY ISSUING BANK ,
THE COLLATERAL AGENT OR THE BORROWER IN CONNECTION HEREWITH OR THEREWITH MAY BE
BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE
COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK; PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY COLLATERAL OR OTHER PROPERTY MAY BE BROUGHT, AT THE AGENT'S OPTION,
IN THE COURTS OF ANY JURISDICTION WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE
FOUND. THE BORROWER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED
MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW
YORK AT THE ADDRESS FOR NOTICES SPECIFIED IN SECTION 9.2. THE BORROWER HEREBY
EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY HAVE OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY
SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT
ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT
THAT THE BORROWER HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF
ANY COURT OR FROM ANY LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE,
ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH
RESPECT TO ITSELF OR ITS PROPERTY, THE


                                       81
<PAGE>


BORROWER HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT PERMITTED BY LAW SUCH
IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THE CREDIT DOCUMENTS.

          SECTION 9.16. Existing Defaults of No Effect. Any default which has
occurred and is continuing under the Existing Agreement, if any, shall, upon the
satisfaction of the conditions set forth in Section 3.1, be deemed to be fully
and completely remedied and of no further force and effect, except to the extent
that the event or condition causing such default shall constitute a Default or
an Event of Default under this Agreement.



                                       82
<PAGE>

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

                                    BORROWER:

                                    THE WILLIAMS COMPANIES, INC.

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


<PAGE>



                                    CITICORP USA, INC., as Agent and Collateral
                                    Agent

                                    By:    /s/ Todd J. Mogil
                                    Name:  Todd J. Mogil
                                    Title: Vice President


<PAGE>


                                    CITIBANK, N.A. as Issuing Bank

                                    By:    /s/ Todd J. Mogil
                                    Name:  Todd J. Mogil
                                    Title: Vice President


<PAGE>


                                    BANKS:

                                    CITICORP USA, INC.

                                    By:    /s/ Todd J. Mogil
                                    Name:  Todd J. Mogil
                                    Title: Vice President


<PAGE>


                                    BANK OF AMERICA N.A., as Issuing Bank and
                                    Bank

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


<PAGE>


                                    JPMORGAN CHASE BANK

                                    By:    /s/ Robert W. Traband
                                    Name:  Robert W. Traband
                                    Title: Vice President


<PAGE>


                                    TORONTO DOMINION (TEXAS), INC.

                                    By:    /s/ Jill Hall
                                    Name:  Jill Hall
                                    Title: Vice President


<PAGE>


                                    CREDIT LYONNAIS NEW YORK BRANCH

                                    By:    /s/ Olivier Audemard
                                    Name:  Olivier Audemard
                                    Title: Senior Vice President


<PAGE>


                                    THE BANK OF NOVA SCOTIA

                                    By:
                                    Name:
                                    Title:


<PAGE>


                                    MERRILL LYNCH CAPITAL CORP.

                                    By:    /s/ Carol J.E. Feeley
                                    Name:  Carol J.E. Feeley
                                    Title: Vice President


<PAGE>


                                    LEHMAN COMMERCIAL PAPER INC.

                                    By:    /s/ Francis Chang
                                    Name:  Francis Chang
                                    Title: Authorized Signatory



<PAGE>



                                   SCHEDULE I

                           APPLICABLE LENDING OFFICES


Name of Bank                  Lending Office
------------                  --------------

Citibank N.A.                 Citibank N.A.
                              399 Park Avenue
                              New York, New York 10043

                              Notices:
                              Citibank, N.A.
                              2 Penns Way, Suite 200
                              New Castle, Delaware 19720
                              Telecopier: (302) 894-6120
                              Attn:  The Williams Companies, Inc.
                              Account Officer

                              with copies to:
                              Citicorp North America, Inc.
                              1200 Smith Street, Suite 2000
                              Houston, Texas 77002
                              Telecopier: (713) 654-2849
                              Attn:  The Williams Companies, Inc.
                              Account Officer

Citicorp USA, Inc.            Citicorp USA, Inc.
                              399 Park Avenue
                              New York, New York 10043

                              Notices:
                              Citicorp USA, Inc.
                              399 Park Avenue
                              New York, New York 10043
                              Telecopier: (302) 894-6120
                              Attn:  The Williams Companies, Inc.
                              Account Officer

                              with copies to:
                              Citicorp North America, Inc.
                              1200 Smith Street, Suite 2000
                              Houston, Texas 77002
                              Telecopier: (713) 654-2849
                              Attn:  The Williams Companies, Inc.
                              Account Officer

The Bank of Nova Scotia       The Bank of Nova Scotia
                              600 Peachtree Street, N.E., Suite 2700
                              Atlanta, Georgia 30308
                              Telecopier: (404) 888-8998
                              Telephone: (404) 877-1555
                              Attn: Cleve Boushey


                                       83
<PAGE>

Name of Bank                  Lending Office
------------                  --------------

                              with copies to:
                              1100 Louisiana, Suite 3000
                              Houston, Texas 77002
                              Telecopier: (713) 752-2425
                              Telephone: (713) 759-3435
                              Attn: Joe Lattanzi

                              Telecopier: (713) 752-2425
                              Telephone: (713) 759-3426
                              Attn: John Frazell

Bank of America, N.A.         Bank of America, N.A.
                              901 Main Street, 14th Floor
                              Dallas, Texas 75202
                              Telecopier: (214) 290-9415
                              Telephone: (214) 209-1228
                              Attn:  Marija Salic

                              with copies to:
                              Bank of America, N.A.
                              Three Allen Center, Suite 4550
                              Houston, Texas 77002
                              Telecopier: (713) 651-4807
                              Telephone: (713) 651-4855
                              Attn:  Claire Liu

JPMorgan Chase Bank           JPMorgan Chase Bank
                              270 Park Avenue, 23rd Floor
                              New York, New York 10017
                              Telecopier: (212) 270-3089
                              Telephone: (212) 270-7056
                              Attn: Steve Wood

Credit Lyonnais               Credit Lyonnais
New York Branch               1301 Travis, Suite 2100
                              Houston, Texas 77002
                              Telecopier: (713) 890-8666
                              Telephone: (713) 890-8605
                              Attn: Rich Kaufman

                              Telecopier: (713) 751-0307
                              Telephone: (713) 753-8741
                              Attn:  Ericka Jackson

Toronto Dominion              Toronto Dominion (Texas), Inc.
(Texas), Inc.                 909 Fannin Street, 17th Floor
                              Houston, Texas 77010
                              Swift Address: TDOMU S4H
                              Telecopier: (713) 951-9921
                              Attn: Ann Slanis

Merrill Lynch Capital Corp.   Merrill Lynch Capital Corp.
                              4 World Financial Center, 7th Floor



                                       84
<PAGE>

Name of Bank                  Lending Office
------------                  --------------

                              New York, New York 10080
                              Telecopier: (212) 738-1649
                              Telephone: (212) 449-8414
                              Attn: Carol Seely (Notices)

                              Telecopier: (212) 738-1719
                              Telephone: (212) 449-6996
                              Attn: Mark Campbell (Operations)

Lehman  Commercial            Lehman Commercial Paper Inc.
Paper Inc.                    745 Seventh Avenue, 19th Floor
                              New York, NY 10019
                              Telecopier: (212) 526-0242/7691
                              Telephone: (212) 526-0330
                              Attn: Michele Swanson (Credit)

                              Telecopier: (212) 526-6653
                              Telephone: (212) 526-3321
                              Attn: Marie Cowell (Operations)


                                       85
<PAGE>





                                   SCHEDULE II

                              BORROWER INFORMATION


Name of Borrower                             Information for Notices
----------------                             -----------------------

The Williams Companies, Inc.                 The Williams Companies, Inc.
                                             One Williams Center, Suite 5000
                                             Tulsa, Oklahoma  74172
                                             Attention: Patti J. Kastl
                                             Telecopier: (918) 573-2065
                                             Telephone: (918) 573-2172


<PAGE>

                                  SCHEDULE III

                            PERMITTED BORROWER LIENS


(a) (i) Any Lien existing on any property at the time of the acquisition thereof
and not created in contemplation of such acquisition by the Borrower or any of
its Subsidiaries, whether or not assumed by the Borrower or any of its
Subsidiaries, (ii) purchase money, construction or analogous Liens securing
obligations incurred in connection with or financing the direct or indirect
costs of or relating to the acquisition, construction (including design,
engineering, installation, testing and other related activities), development
(including drilling), improvement, repair or replacement of property (including
such Liens securing Debt or other obligations incurred in connection with the
foregoing or within 30 days of the later of (x) the date on which such Property
was acquired or construction, development, improvement, repair or replacement
thereof was complete or (y) if applicable, the final "in service" date for
commencement of full operations of such property), provided that all such Liens
attach only to the property acquired, constructed, developed, improved or
repaired or constituting replacement property, and the principal amount of the
Debt or other obligations secured by such Lien, together with the principal
amount of all other Debt secured by a Lien on such property, shall not exceed
the gross acquisition, construction, replacement and other costs specified above
of or for the property, (iii) Liens on receivables created pursuant to a sale,
securitization or monetization of such receivables, and Liens on rights of the
Borrower or any Subsidiary related to such receivables which are transferred to
the purchaser of such receivables in connection with such sale, securitization
or monetization; provided that the Liens secure only the obligations of the
Borrower or any of its Subsidiaries in connection with such sale, securitization
or monetization, (iv) Liens created by or reserved in any operating lease
(whether for real or personal property) entered into in the ordinary course of
business (excluding Synthetic Leases) provided that the Liens created thereby
(1) attach only to the Property leased to the Borrower or one of its
Subsidiaries, pursuant to such operating lease and (2) secure only the
obligations under such lease and supporting documents that do not create
obligations other than with respect to the leased property (including for rent
and for compliance with the terms of the lease), (v) Liens on property subject
to a Capital Lease created by such Capital Lease and securing only obligations
under such Capital Lease and supporting documents that do not create obligations
other than with respect to the leased property, (vi) any interest or title of a
lessor in the property subject to any Capital Lease, Synthetic Lease or
operating lease, (vii) Liens in the form of filed Uniform Commercial Code or
personal property security statements (or similar filings outside Canada and the
United States) to perfect any Permitted Lien, and (viii) Liens on up to four
aircraft owned or leased by the Borrower or any Subsidiary of the Borrower.

(b) Any Lien existing on any property of a Subsidiary of the Borrower at the
time it becomes a Subsidiary of the Borrower and not created in contemplation
thereof and any Lien existing on any property of any Person at the time such
Person is merged or liquidated into or consolidated with the Borrower or any
Subsidiary thereof and not created in contemplation thereof.

(c) Mechanics', materialmen's, workmen's, warehousemen's, carrier's, landlord's
or other similar Liens arising in the ordinary course of business securing
amounts incurred in the ordinary

<PAGE>

course of business which are not more than 90 days past due or are being
contested in good faith by appropriate proceedings.

(d) Liens arising by reason of pledges, deposits or other security to secure
payment of workmen's compensation insurance or unemployment insurance, pension
plans or systems and other types of social security, and good faith deposits or
other security to secure tenders or leases of property or bids, in each case to
secure obligations of the Borrower or any of its Subsidiaries under such
insurance, tender, lease, bid or contract, as the case may be; provided,
however, that the only Liens permitted by this paragraph (d) shall be Liens
incurred in the ordinary course of business that do not secure any Debt or
accounts payable (other than accounts payable to the counterparties or obligees
applicable to the foregoing).

(e) Liens on deposits or other security given to secure public or statutory
obligations, or to secure or in lieu of surety bonds (other than 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 Borrower or any of
its Subsidiaries arising in the ordinary course of business; provided, however,
that the aggregate amount of obligations secured by Liens permitted by this
paragraph (e) shall not exceed 10% of Consolidated Tangible Net Worth of the
Borrower.

(f) 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 Borrower or
any of its Subsidiaries of any business or the exercise by the Borrower or any
of its Subsidiaries of any privilege or license, (ii) to enable the Borrower 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 Borrower or any of its Subsidiaries to share in the
privileges or benefits required for companies participating in such
arrangements.

(g) Liens incurred in the ordinary course of business upon rights-of-way
securing obligations (other than Debt and trade payables) of the Borrower or any
of its Subsidiaries.

(h) 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.

(i) 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.

(j) The Lien of taxes, customs duties or other governmental charges or
assessments that are not at the time determined (or, if determined, are not at
the time delinquent), or that are delinquent but the validity of which is being
contested in good faith by the Borrower 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 Borrower or the relevant Subsidiary of the
Borrower, as the case may be.

                                       2
<PAGE>

(k) The Lien reserved in (i) 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 or personal property leasehold estates or (ii) leases and sub-leases
granted to others that do not materially interfere with the ordinary course of
business of the Borrower and its Subsidiaries, taken as a whole.

(l) 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 Borrower and its Subsidiaries, taken as
a whole.

(m) Easements, exceptions or reservations in any property of the Borrower or any
of its Subsidiaries granted or reserved in the ordinary course of business for
the purpose of pipelines, roads, equipment, 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, or in favor of governmental authorities or public utilities, in each
case above which do not materially impair the use of such property for the
purposes for which it is held by the Borrower or such Subsidiary.

(n) Rights reserved to or vested in any municipality or public authority to
control or regulate any property of the Borrower 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 Borrower or such
Subsidiary.

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

(p) The Liens of any judgments in an aggregate amount for the Borrower and all
of its Subsidiaries (i) not in excess of $8,500,000, the execution of which has
not been stayed and (ii) not in excess of $40,000,000, the execution of which
has been stayed and which have been appealed and secured, if necessary, by a
stay or appeal bond or other security of similar effect and stay or appeal bonds
in respect of the judgments permitted in clause (ii).

(q) Zoning laws and ordinances.

(r) Liens existing on July 1, 2002, that secure only Debt and other obligations
incurred or committed and available for draw down on or prior to or outstanding
on July 1, 2002 and listed on Schedule IX as secured by such Liens.

(s) Liens existing on July 1, 2002 (i) that cover only immaterial assets and
(ii) that secure only Debt and other obligations incurred or committed and
available for draw down on or prior to or outstanding on July 1, 2002.

(t) Liens reserved in customary oil, gas and/or mineral leases for bonus or
rental payments and for compliance with the terms of such leases and Liens
reserved in customary operating agreements, farm-out and farm-in agreements,
exploration agreements, development agreements and other similar agreements for
compliance with the terms of such agreements; provided that (i) such Liens do
not secure Debt or accounts payable (other than obligations under such lease or


                                       3
<PAGE>

agreement, as the case may be) and (ii) such leases and agreements are entered
into in the ordinary course of business.

(u) Liens arising in the ordinary course of business out of all presently
existing and future division and transfer orders, advance payment agreements,
processing contracts, gas processing plant agreements, operating agreements, gas
balancing or deferred production agreements, participation, joint venture, joint
operating, pooling, unitization or communitization agreements, pipeline,
gathering or transportation agreements, tariffs, platform agreements, drilling
contracts, injection or repressuring agreements, cycling agreements,
construction agreements, salt water or other disposal agreements, leases,
sub-leases or rental agreements, royalty interests, overriding royalty
interests, farm-out and farm-in agreements, exploration and development
agreements, and any and all other contracts or agreements covering, arising out
of, used or useful in connection with or pertaining to the exploration,
development, operation, production, sale, use, purchase, exchange, storage,
separation, dehydration, treatment, compression, gathering, transportation,
processing, improvement, marketing, disposal or handling of any property of a
Person (each such order, agreement or contract being a "Subject Document"),
provided that and to the extent that (i) such Subject Documents are entered into
the ordinary course of business and contain terms customary for such documents
in the industry, (ii) such permitted Liens shall not include any security
interests in accounts receivable or other receivables and do not secure Debt or
accounts payable (other than accounts payable arising under the particular
Subject Document that creates the Lien), and (iii) such Subject Documents do not
create nor do such Liens secure Financing Transactions.

(v) Liens arising by law under Section 9.343 of the Texas Uniform Commercial
Code or similar statutes of states other than Texas.

(w) Liens arising pursuant to the Security Documents which secure the
obligations of TWC and its Subsidiaries under this Agreement and the Multiyear
Williams Credit Agreement and certain public debt of TWC, including Liens
securing Letters of Credit resulting from the Cash Collateralization thereof in
accordance with Section 6.2 hereof.

(x) Liens (i) in existence prior to the date hereof in the nature of a right of
offset or netting of cash amounts owed arising in the ordinary course of
business (and Liens on the trading receivables owed by any trading counterparty
and/or affiliate thereof to the Borrower or any affiliate thereof granted by the
Borrower or any such affiliate thereof under agreements commonly in use in the
industry of the Borrower or such affiliate, but solely to secure the offset or
netting rights of such trading counterparty and/or affiliates thereof to the
payment of such trading receivables arising from and to the extent of the
trading obligations of the Borrower or any affiliate thereof to such trading
counterparty or its affiliates) and (ii) Liens in the nature of a right of
offset or netting of cash amounts owed arising in the ordinary course of
business granted by EMT to any of EMT's trading counterparties and/or affiliates
thereof solely to secure the obligations of EMT to such trading counterparty
and/or affiliates thereof (and the offset or netting rights of such trading
counterparty and/or affiliates thereof related thereto), including, with respect
to EMT only, Liens for such purposes on the trading receivables of EMT arising
from amounts owed by such trading counterparty and/or affiliates thereof to EMT;
provided, however that no such Liens granted by EMT shall in any way create
rights of offset or netting or Liens against the Borrower or any Subject
Subsidiary or their respective Assets.


                                       4
<PAGE>

(y) Any Lien not permitted by paragraphs (a) through (x) above or (z) through
(ii) below securing Debt or Specified Escrow Arrangements of the Borrower or any
of its Subsidiaries if at the time of, and after giving effect to, the creation
or assumption of any such Lien, the aggregate (without duplication) of the
principal or equivalent amount of all Debt of the Borrower and its Subsidiaries
secured by all such Liens not so permitted by paragraphs (a) through (x) above
or (z) through (ii) below plus the amount of Attributable Obligations (other
than those relating to Liens described in clause (a)(viii)) of the Borrower and
its Subsidiaries in respect of Sale and Lease-Back Transactions permitted by
Section 5.2(l) does not exceed $100,000,000.

(z) 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 Borrower
is successor in interest; and the obligations of the Borrower 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.

(aa) Any option or other agreement to purchase any property of the Borrower or
any Subsidiary the purchase, sale or other disposition of which is not
prohibited by any other provision of this Agreement.

(bb) Liens securing reimbursement obligations with respect to letters of credit
that encumber documents and other property relating to such letters of credit
and the proceeds and products thereof.

(cc) Liens on the products and proceeds (including insurance, condemnation and
eminent domain proceeds) of and accessions to, and contract or other rights
(including rights under insurance policies and product warranties) derivative of
or relating to, property permitted to be subject to Liens under this Agreement
but subject to the same restrictions and limitations herein set forth as to
Liens on such property (including the requirement that such Liens on products,
proceeds, accessions and rights secure only obligations that such property is
permitted to secure).

(dd) Liens on the Property of a Project Finance Subsidiary or the Equity
Interests in such Project Finance Subsidiary securing the Non-Recourse Debt of
such Project Finance Subsidiary.

(ee) Liens on cash and short-term investments incurred in the ordinary course of
business, consistent with past practice and not for the purpose of securing Debt
(i) deposited by the Borrower or any of its Subsidiaries in margin accounts with
or on behalf of futures contract brokers or other counterparties or (ii) pledged
by the Borrower or any of its Subsidiaries, in the case of each of clauses (i)
and (ii) above, to secure its obligations with respect to (x) contracts
(including without limitation, physical delivery, option (whether cash or
financial), exchange, swap and futures contracts) for the purchase or sale of
any energy-related commodity or (y) interest rate or currency rate management
contracts.

(ff) Liens securing Debt of Apco Argentina, Inc. and/or its Subsidiaries;
provided that such Liens shall only apply to assets owned directly by Apco
Argentina, Inc. or its Subsidiaries.

(gg) Liens securing the Barrett Loan.


                                       5
<PAGE>

(hh) Liens securing Permitted Refinancing Debt (as defined below) (and related
obligations) covering substantially the same collateral securing (immediately
prior to such refinancing) the Debt Refinanced (as defined below) by such
Permitted Refinancing Debt; provided that: (i) the principal amount of such
Permitted Refinancing Debt does not exceed the principal amount of the Debt
Refinanced (plus the amount of penalties, premiums (including required premiums
and the amount of any premiums reasonably determined by the Borrower being in
its best economic interest and as necessary to accomplish such Refinancing by
means of a tender offer or privately negotiated repurchase), fees, accrued
interest and reasonable expenses and other obligations incurred in connection
therewith) at the time of refinancing; and (ii) such Debt is incurred either by
the Borrower or by such Subsidiary that is the obligor of the Debt being
Refinanced. "Permitted Refinancing Debt" means any Debt of the Borrower or any
of its Subsidiaries issued to Refinance other Debt of the Borrower or any such
Subsidiaries. "Refinance" means, in respect of any Debt, to refinance, extend,
renew, refund, repay, prepay, replace, acquire, redeem, defease or retire, or to
issue other Debt in exchange or replacement, directly or indirectly for, such
Debt in whole or in part.

(ii) Liens extending, renewing or replacing any of the foregoing Liens provided
that the principal amount of the Debt or other obligation secured by such Lien
is not increased or the maturity thereof shortened and such Lien is not extended
to cover any additional Debt, obligations or property, other than like
obligations of no greater principal amount and the substitution of like property
(or specific categories of property of the same grantor to the extent the terms
of the Lien being extended, renewed or replaced, extended to or covered such
categories of property) of no greater value.

(jj) Liens securing the obligations under that certain Master Agreement dated as
of March 6, 2000 among The Williams Companies, Inc., as Guarantor, Williams
TravelCenters, Inc. and certain other subsidiaries of The Williams Companies,
Inc., as Lessees, Atlantic Financial Group, Ltd., as Lessor, the Lenders party
thereto, SunTrust Bank, as Agent, Societe Generale, Southwest Agency, as
Documentation Agent, and KBC Bank, N.V., as Syndication Agent, as amended,
supplemented or otherwise modified.

(kk) Liens on cash deposits in the nature of a right of setoff, banker's lien,
counterclaim or netting of cash amounts owed arising in the ordinary course of
business on deposit accounts permitted pursuant to Section 5.1(k) of this
Agreement.

(ll) Liens securing the letters of credit outstanding as of July 31, 2002, as
set forth on Schedule XI, resulting from the cash collateralization thereof in
accordance with Section 2.04(c) of the Multiyear Williams Credit Agreement.

(mm) Liens occurring in, arising from, or associated with Specified Escrow
Arrangements.

(nn) Liens granted in connection with (i) Second Amended and Restated
Participation Agreement dated as of January 28, 2002 among Williams Oil
Gathering, L.L.C., a Delaware limited liability company, as Lessee, Williams
Field Services Company, Inc., a Delaware corporation, as Construction Agent, The
Williams Companies, Inc., a Delaware corporation, as Guarantor, Wells Fargo Bank
Northwest, National Association, (formerly known as First Security Bank,
National Association), as Certificate Trustee, Wells Fargo Bank Nevada, N.A.,


                                       6
<PAGE>

(successor by merger to First Security Trust Company of Nevada), as Collateral
Agent, the financial institutions named therein as Certificate Holders, Hatteras
Funding Corporation, a Delaware corporation, as CP Lender, the financial
institutions named therein as the Facility Lenders and Purchasers, Bank of
America, National Association, as Administrative Agent and Administrator for the
CP Lender, Banc of America Facilities Leasing, L.L.C., as Arranger, Bank of Nova
Scotia, as Syndication Agent, and Credit Agricole Indosuez, as Documentation
Agent, as amended, and related transaction documents and (ii) Second Amended and
Restated Participation Agreement dated as of January 28, 2002 among Williams
Field Services - Gulf Coast Company, L.P., a Delaware limited partnership, as
Lessee, Williams Field Services Company, a Delaware corporation, as Construction
Agent, The Williams Companies, Inc., a Delaware corporation, as Guarantor, Wells
Fargo Bank Northwest, National Association, (formerly known as First Security
Bank, National Association), as Certificate Trustee, Wells Fargo Bank Nevada,
N.A., (successor by merger to First Security Trust Company of Nevada), as
Collateral Agent, the financial institution named therein as Certificate
Holders, Hatteras Funding Corporation, a Delaware corporation, as CP Lender, the
financial institutions named therein as the Facility Lenders and Purchasers,
Bank of America, National Association, as Administrative Agent and Administrator
for the CP Lender, Banc of America Facilities Leasing, L.L.C., as Arranger, Bank
of Nova Scotia, as Syndication Agent, and Credit Agricole Indosuez, as
Documentation Agent, as amended, related transaction documents.


                                       7
<PAGE>


                                   SCHEDULE IV

                                   COMMITMENTS

                             AS OF OCTOBER 31, 2002

<TABLE>
<CAPTION>
                            U.S. DOLLAR L/C           CANADIAN DOLLAR         LC PARTICIPATION
       BANKS                  COMMITMENTS             L/C COMMITMENTS            PERCENTAGE
       -----                ---------------           ---------------         ----------------
<S>                          <C>                        <C>                        <C>
CITIBANK, N.A.               $200,000,000                    0                        0

BANK OF AMERICA N.A.         $200,000,000                    0                     20.625%

CITICORP USA, INC.                 0                         0                     20.625%

JPMORGAN CHASE BANK                0                         0                      16.25%

TORONTO DOMINION                   0                         0                      12.5%
(TEXAS), INC.

CREDIT LYONNAIS NEW                0                         0                      12.5%
YORK BRANCH

THE BANK OF NOVA                   0                    $50,000,000                 12.5%
SCOTIA

MERRILL LYNCH CAPITAL              0                         0                       2.5%
CORP.

LEHMAN COMMERCIAL                  0                         0                       2.5%
PAPER INC.
                             ------------               -----------                  ---
TOTAL:                       $400,000,000               $50,000,000                  100%
                             ============               ===========                  ===
</TABLE>


<PAGE>

                                   SCHEDULE V

                                RATING CATEGORIES

<TABLE>
<CAPTION>
                                                                      Applicable       Applicable LC
 Rating       S&P or Moody's ratings of the senior unsecured          Issued LC         Commitment
Category             long-term debt of the Borrower*                    Margin            Margin
--------      ----------------------------------------------          ----------       -------------
 <S>          <C>                                                        <C>                <C>
  One         BB+ or better by S&P and Ba1 or better by Moody's          3.00%              0.75%

  Two         BB by S&P and Ba2 by Moody's                               3.50%              0.875%

  Three       BB- by S&P and Ba3 by Moody's                              4.00%              1.00%

  Four        B+ by S&P and B1 by Moody's                                4.25%              1.25%

  Five        Below B+ by S&P or below B1 by Moody's                     4.50%              1.50%
</TABLE>


*If split-rated, the lower rating will apply. At all times when no senior
unsecured long-term debt of the Borrower is rated by Moody's or when no senior
unsecured long-term debt of the Borrower is rated by S&P, Rating Category five
shall apply.



<PAGE>


                                   SCHEDULE VI

                                EXISTING PROJECTS


1.   Gulfstream

2.   Gulf Liquids

3.   Devil's Tower

4.   PIGAP II Project








<PAGE>


                                  SCHEDULE VII

                            [INTENTIONALLY OMITTED.]




<PAGE>


                                  SCHEDULE VIII

                            [INTENTIONALLY OMITTED.]




<PAGE>


                                   SCHEDULE IX

                    LIENS SECURING EXISTING DEBT/OBLIGATIONS

         Liens existing on July 1, 2002, that secure only Debt and other
obligations incurred or committed and available for draw down on or prior to or
outstanding on July 1, 2002 and listed on Schedule IX as secured by such Liens.
See clause (r) on Schedule III. Inclusion of the items on this Schedule shall
not be deemed an admission or representation that such items are properly
categorized as Debt or that they are secured.

1. Liens granted in connection with the Master Agreement dated as of March 6,
2000, among TWC, as Guarantor, Williams TravelCenters, Inc. and certain other
subsidiaries of TWC, as Lessees, Atlantic Financial Group, Ltd., as Lessor,
SunTrust Bank, as Agent, Societe Generale, Southwest Agency, as Documentation
Agent, and KBC Bank, N.V., as Syndication Agent and the Lenders party thereto,
as amended, and related transaction documents.

2. Liens granted in connection with the Joint Venture Sponsor Agreement dated as
of December 28, 2000, among TWC, as Sponsor and Williams Field Services Company,
in favor of Prairie Wolf Investors, L.L.C. ("Investor"), Arctic Fox Assets,
L.L.C., Williams Energy (Canada), Inc. and the other Indemnified Persons listed
therein, as amended, and related transaction documents.

3. Liens granted in connection with the PPH Sponsor Agreement dated as of
December 31, 2001, by TWC, as Sponsor, in favor of Piceance Production Holdings
LLC, Plowshare Investors LLC ("Investor"), and other Indemnified Persons listed
in the agreement, as amended, and related transaction documents.

4. Liens granted in connection with the Parent Support Agreement dated as of
December 23, 1998, made by TWC in favor of Castle Associates L.P. ("Castle") and
Colchester LLC ("Investor") and the other Indemnified Persons and Guaranteed
Parties listed therein, as amended, and related transaction documents.

5. Liens granted in connection with the Loan Agreement dated as of March 17,
1998 Pine Needle LNG Company, LLC among Pine Needle LNG Company, LLC and Central
Commercial Lending Institutions as the Lenders and Bank of Montreal as the agent
for the Lenders, and related transaction documents.


<PAGE>

6. Liens granted in connection with the Finance Agreement among WilPro Energy
Services (El Furrial) Limited, Overseas Private Investment Corporation dated as
of January 31, 1999, and related transaction documents.

7. Liens granted in connection with the Letter of Credit and Reimbursement
Agreement dated as of May 15, 1994, among Tulsa Parking Authority, The Williams
Companies, Inc., Bank of Oklahoma, National Association and Bank of America
(f/k/a NationsBank of Texas, N.A.), as amended, and related transaction
documents.

8. Liens granted in connection with the Loan Agreement dated as of March 31,
1988 between Pan-Alberta Resources Inc. and Canadian Imperial Bank of Commerce,
as amended, and related transaction documents.

9. Liens granted in connection with the Turbine Financing and Agency Agreement,
dated as of April 16, 2002, among Union Bank of California, N.A., WEMT Equipment
Statutory Trust 2002, Union Bank of California, N.A., as administrative agent,
and Williams Energy Marketing & Trading Company, and related transaction
documents.

10. Liens granted in connection with the Amended and Restated LLC Loan
Agreement, dated as of June 9, 2000, among Millennium Energy Fund, L.L.C. and
MEF Production Payment Trust, as amended, the Amended and Restated Notes Credit
Agreement dated as of June 9, 2000 among MEF Production Payment Trust as the
Borrower, certain financial institutions, Credit Lyonnais as Syndication Agent,
and Bank of Montreal, as Agent, and the Transaction Documents (as defined
therein) related thereto.


<PAGE>


                                   SCHEDULE X

                             MIDSTREAM SUBSIDIARIES

Delaware
--------

Williams Energy Services, LLC
Williams Natural Gas Liquids, Inc.
Williams Midstream Natural Gas Liquids, Inc.
Williams Express, Inc. (a Delaware corporation)
Williams Field Services Group, Inc.
Williams Alaska Pipeline Company, L.L.C.
Williams Bio-Energy, L.L.C.
Williams Merchant Services Company, Inc.
MAPCO Inc.
WFS Enterprises, Inc.
WFS-Liquids Company
Williams Field Services Company
Williams Gas Processing Company
Williams Gas Processing - Wamsutter Company
North Padre Island Spindown, Inc.
Williams Ethanol Services, Inc.
Williams Energy Marketing & Trading Company
Worthington Generation, L.L.C.
Memphis Generation, L.L.C.
Gas Supply, L.L.C.
Williams Generation Company - Hazelton
Juarez Pipeline Company
MAPL Investments, Inc.
Williams Refining & Marketing, L.L.C.
Williams Memphis Terminal, Inc.
Williams Mid-South Pipelines, L.L.C.
Williams Olefins, L.L.C.
Williams Olefins Feedstock Pipelines, L.L.C.
Williams Generating Memphis, LLC
WFS - NGL Pipeline Company Inc.
WFS - Offshore Gathering Company
Baton Rouge Fractionators, L.L.C.
Tri-States NGL Pipeline, L.L.C.
WILPRISE Pipeline Company, L.L.C.
Williams Gulf Coast Gathering Company, LLC
WFS Gathering Company, L.L.C.
Williams Field Services - Matagorda Offshore Company, LLC

<PAGE>

Williams Gas Processing - Mid-Continent Region Company
WFS - OCS Gathering Co.
WFS - Pipeline Company
HI-BOL Pipeline Company
Goebel Gathering Company, L.L.C.
Williams Petroleum Pipeline Systems, Inc.
Williams GP LLC*
Williams Oil Gathering, L.L.C
Williams Field Services - Gulf Coast Company, L.P.
Gulf Liquids Holdings, L.L.C.**
Gulf Liquids New River Project, LLC**
Williams Petroleum Services, LLC
Longhorn Enterprises of Texas, Inc.
E-Birchtree, LLC

Alaska
------

Williams Express, Inc. (an Alaska corporation)
Williams Alaska Petroleum, Inc.
Williams Alaska Air Cargo Properties, L.L.C.
Williams Lynxs Alaska CargoPort, L.L.C.

Texas
-----

Black Marlin Pipeline Company
Rio Grande Pipeline Company

Kansas
------

Nebraska Energy, L.L.C.





*    Williams GP LLC shall not be deemed a Midstream Subsidiary until
     Williams GP LLC has transferred the general partnership interests and
     incentive distribution rights in MLP to New GP.

**   These entities shall be Midstream Subsidiaries to the extent that such
     entities are Subsidiaries.



<PAGE>


                                   SCHEDULE XI

                               PROGENY FACILITIES

Parent Support Agreement dated as of December 23, 1998, made by The Williams
Companies, Inc. in favor of Castle Associates L.P., Colchester LLC and the other
Indemnified Persons and Guaranteed Parties listed therein, as amended.
Notwithstanding anything herein to the contrary, for purposes of Section 2.3(b)
of this Agreement, the outstanding amount of this Progeny Facility shall equal
the outstanding Unrecovered Capital (as defined in the Castle Partnership
Agreement) of the Limited Partner (as defined in the Castle Partnership
Agreement) plus accrued and undistributed First Priority Return (as defined in
the Castle Partnership Agreement) to be distributed to the Limited Partner in
accordance with Section 4.01(a) of the Castle Partnership Agreement plus all
other amounts then due and payable to the Limited Partner.

First Amended and Restated Term Loan Agreement dated as of October 31, 2002,
among The Williams Companies, Inc., as Borrower, and Credit Lyonnais New York
Branch, as Administrative Agent, and the Lenders named therein, as amended.

Second Amended and Restated Participation Agreement dated as of January 28, 2002
among Williams Oil Gathering, L.L.C., a Delaware limited liability company, as
Lessee, Williams Field Services Company, a Delaware corporation, as Construction
Agent, The Williams Companies, Inc., a Delaware corporation, as Guarantor, Wells
Fargo Bank Northwest, National Association (formerly known as First Security
Bank, National Association), as Certificate Trustee, Wells Fargo Bank Nevada,
N.A. (successor by merger to First Security Trust Company of Nevada), as
Collateral Agent, the financial institutions named therein as Certificate
Holders, Hatteras Funding Corporation, a Delaware corporation, as CP Lender, the
financial institutions named therein as the Facility Lenders and Purchasers,
Bank of America, National Association, as Administrative Agent and Administrator
for the CP Lender, Banc of America Facilities Leasing, L.L.C., as Arranger, Bank
of Nova Scotia, as Syndication Agent, and Credit Agricole Indosuez, as
Documentation Agent, as amended.

Second Amended and Restated Participation Agreement dated as of January 28, 2002
among Williams Field Services - Gulf Coast Company, L.P., a Delaware limited
partnership, as Lessee, Williams Field Services Company, a Delaware corporation,
as Construction Agent, The Williams Companies, Inc., a Delaware corporation, as
Guarantor, Wells Fargo Bank Northwest, National Association (formerly known as
First Security Bank, National Association), as Certificate Trustee, Wells Fargo
Bank Nevada, N.A. (successor by merger to First Security Trust Company of
Nevada), as Collateral Agent, the financial institutions named therein as
Certificate Holders, Hatteras Funding Corporation, a Delaware corporation, as CP
Lender, the financial institutions named therein as the Facility Lenders and
Purchasers, Bank of America, National Association, as Administrative Agent and
Administrator for the CP Lender, Banc of America Facilities Leasing, L.L.C., as
Arranger, Bank of Nova Scotia, as Syndication Agent, and Credit Agricole
Indosuez, as Documentation Agent, as amended.

<PAGE>

Term Loan Agreement dated as of January 29, 1999, among The Williams Companies,
Inc., as Borrower, and The Fuji Bank, Limited, as Administrative Agent, and the
Banks named therein, as amended.

Joint Venture Sponsor Agreement dated as of December 28, 2000, among The
Williams Companies, Inc., as Sponsor and Williams Field Services Company, in
favor of Prairie Wolf Investors, L.L.C., Arctic Fox Assets, L.L.C., Williams
Energy (Canada), Inc. and the other Indemnified Persons listed therein, as
amended.

Letter of Credit and Reimbursement Agreement dated as of May 15, 1994, among
Tulsa Parking Authority, The Williams Companies, Inc., Bank of Oklahoma,
National Association, and Bank of America, N.A. (formerly NationsBank of Texas,
N.A.), relative to Tulsa Parking Authority First Mortgage Revenue Bonds, as
amended.

Master Agreement dated as of March 6, 2000, among The Williams Companies, Inc.,
as Guarantor, Williams TravelCenters, Inc. and certain other subsidiaries of
TWC, as Lessees, Atlantic Financial Group, Ltd., as Lessor, SunTrust Bank, as
Agent, Societe Generale, Southwest Agency, as Documentation Agent, and KBC Bank,
N.V., as Syndication Agent and the Lenders party thereto, as amended.

PPH Sponsor Agreement dated as of December 31, 2001, by The Williams Companies,
Inc., as Sponsor, in favor of Piceance Production Holdings LLC, Plowshare
Investors LLC, and other Indemnified Persons listed in the agreement, as
amended. Notwithstanding anything herein to the contrary, for purposes of
Section 2.3(b) of this Agreement, the outstanding amount of this Progeny
Facility shall equal the outstanding Contributed Capital of the Class B
Preferred Member (each as defined in the PPH Company Agreement) plus the accrued
and unpaid Class B Priority Return (as defined in the PPH Company Agreement)
plus all other amounts then due and payable to the Class B Preferred Member.

Amended and Restated LLC Loan Agreement, dated as of June 9, 2000, among
Millennium Energy Fund, L.L.C. and MEF Production Payment Trust, as amended, the
Amended and Restated Notes Credit Agreement dated as of June 9, 2000 among MEF
Production Payment Trust as the Borrower, certain financial institutions, Credit
Lyonnais as Syndication Agent, and Bank of Montreal, as Agent, and the
Transaction Documents (as defined therein) related thereto.

Outstanding letters of credit as of July 31, 2002 (as set forth on Schedule
XIII) to the extent they have not been fully cash collateralized.

All documents, instruments, agreements, certificates and notices at any time
executed and/or delivered in connection with any of the foregoing.


<PAGE>
                                  SCHEDULE XII

                               POST-CLOSING ITEMS

          1. Consents. The Borrower shall use its best efforts to obtain those
third party consents that have been identified by the Borrower (pursuant to a
written schedule delivered in connection with the execution of this Agreement)
as necessary in connection with the execution, delivery, filing and performance
of certain Mortgages.

          2. Legal Opinions. The Agent shall have received, with a counterpart
for each Issuing Bank, the executed legal opinions of local counsel to the
Agents in such states as requested by Agent which such legal opinions shall
cover such matters incident to the perfection of the Liens and the other
transactions contemplated by this Agreement as the Agent may reasonably require.
TO BE DELIVERED 30 DAYS AFTER THE REQUEST THEREFOR BY THE AGENT.

          3. Actions to Perfect Liens. The Agent shall have received properly
completed and executed financing statements (or other similar documents),
including, without limitation, duly executed financing statements on form UCC-1,
necessary or, in the opinion of the Collateral Agent, desirable to perfect the
Liens created by the Security Documents, and the Collateral Agent shall be
reasonably satisfied that, other than filing such financing statements and other
similar documents and the Mortgages, no other filings, recordings, registrations
or other actions are necessary or, in the opinion of the Collateral Agent,
desirable to perfect the Liens created by the Security Documents. TO BE
COMPLETED 15 DAYS AFTER THE REQUEST THEREFOR BY THE AGENT.

          4. Surveys. At the request of the Agent, the Agent shall have received
boundary line surveys of (i) the property leased by the Borrower and the
Midstream Subsidiaries located in the States of Alaska, Arkansas, Colorado, New
Mexico, Tennessee and Wyoming, and (ii) the real property owned by Borrower and
the Midstream Subsidiaries located in the States of Alaska, Arkansas, Colorado,
New Mexico, Tennessee and Wyoming, other than the Gathering Systems which
boundary line surveys shall in each case be (A) dated a date reasonably close to
the date of this Agreement (as determined by the Agent), (B) prepared by an
independent professional licensed land surveyor reasonably satisfactory to the
Agent, (C) prepared in a manner reasonably acceptable to the Agent and (D) shall
reflect that the buildings, structures and other improvements necessary for the
ownership and operation of the processing plants purported to be located on the
property surveyed do not protrude on any adjoining property nor do any
improvements located on land adjacent to the property surveyed encroach upon the
property surveyed, which encroachments or protrusions in either case could
reasonably be expected to adversely affect the ability of the Borrower or the
Midstream Subsidiaries to own, maintain, operate or sell the property surveyed
and/or the improvements located thereon. The Agent shall have received a
certificate of an authorized officer of the Borrower certifying said


<PAGE>

boundary line surveys are true and correct as of the date of this Agreement. TO
BE COMPLETED 60 DAYS AFTER REQUEST BY THE AGENT THEREFOR.

          5. Flood Insurance. If requested by the Agent, the Agent shall have
received a policy of flood insurance in form and substance satisfactory to the
Agent. TO BE COMPLETED 60 DAYS AFTER REQUEST BY THE AGENT THEREFOR.

          6. Copies of Documents. If requested by the Agent, the Agent shall
have received a copy, certified by such parties as the Agent may deem
appropriate, of any document burdening the property covered by any Mortgage. TO
BE COMPLETED 30 DAYS AFTER REQUEST BY THE AGENT THEREFOR.

          7. Lien Searches. The Agent shall have received the results of recent
lien searches by Persons reasonably satisfactory to the Agent, in each of the
jurisdictions and offices where assets of the Borrower or any of the Midstream
Subsidiaries are located or recorded, and such searches shall reveal no Liens on
any assets of the Borrower or any such Subsidiary, except for (i) Liens
permitted by this Agreement and (ii) Liens to be released or assigned to the
Agent, for the ratable benefit of the Banks, on the date of this Agreement in
connection with the execution, delivery and performance of the Credit Documents.
TO BE COMPLETED ON OR BEFORE NOVEMBER 15, 2002.

          8. Insurance. The Agent shall have received (i) copies of, or an
insurance broker's or agent's certificate as to coverage under, the insurance
policies required by this Agreement and the applicable provisions of the
Security Documents, each of which policies shall be endorsed or otherwise
amended to include a "standard" or "New York" lender's loss payable endorsement
and to name the Collateral Agent as additional insured, in form and substance
satisfactory to the Collateral Agent and (ii) confirmation from such insurance
broker that the scope and amount of coverage maintained by the Borrower and its
Subsidiaries are comparable to the scope and amount of the insurance maintained
by other companies of similar size in the same industry and general location. TO
BE COMPLETED ON OR BEFORE NOVEMBER 15, 2002.

          9. Environmental Reports. If requested by the Agent, the Agent shall
have received environmental assessment reports from E.vironment, Inc. with
respect to processing, refining and other facilities and other parcels of real
property owned or leased by the Borrower and the Midstream Subsidiaries, and the
Issuing Banks shall be reasonably satisfied with the potential environmental
liabilities to which the Borrower and its Subsidiaries may be subject based on
such reports. TO BE COMPLETED 60 DAYS AFTER THE REQUEST THEREFOR BY THE AGENT.

          10. Title Vested in Borrower. The Agent and the Issuing Banks shall be
reasonably satisfied that all filings and other actions required to be taken or
made in order to vest title to all of the Properties of the Borrower and the
Midstream Subsidiaries shall have been


<PAGE>

taken or made and are in full force and effect. TO BE COMPLETED 60 DAYS AFTER
THE REQUEST THEREFOR BY THE AGENT.

          11. Mortgages. The Borrower shall deliver to the Collateral Agent,
within fifteen Business Days of the delivery of any Mortgage to the Borrower
(or, with respect to Mortgages to be filed in Kansas, as promptly as possible
using its best efforts), evidence of such recordings and filings as may be
necessary, in the opinion of the Collateral Agent, to perfect the Liens created
by such Mortgage. Upon the request of Collateral Agent, the Borrower shall
provide all assistance as may be necessary in connection with the preparation of
the Mortgages.

          12. Consents to the Pledging of Excluded Equity Interest. The Borrower
shall use its best efforts to obtain all third party consents necessary to
pledge the Excluded Equity Interests (other than the Equity Interest in the
Restricted Midstream Subsidiaries and the Equity Interest of MLP held by NewGP)
pursuant to the Pledge Agreement. TO BE REQUESTED WITHIN 30 DAYS AFTER THE DATE
OF THIS AGREEMENT AND TO BE PURSUED DILIGENTLY THEREAFTER.

          13. Additional Matters. All corporate and other proceedings, and all
documents, instruments and other legal matters in connection with the
transactions contemplated by this Agreement and the other Credit Documents shall
be satisfactory in form and substance to the Agent, and the Agent shall have
received such other documents and legal opinions in respect of any aspect or
consequence of the transactions contemplated hereby or thereby as it shall
reasonably request.

          14. Additional Legal Opinions. The Agent shall have received, with a
counterpart for each Issuing Bank under the L/C Agreement, executed legal
opinions which confirm that the Mortgages and deeds of trust filed with respect
to the Collateral shall continue to constitute valid, enforceable, and duly
recorded liens on the real property following the amendment and restatement of
the Existing Credit Agreement and of the Multiyear Williams Agreement, securing
the obligations of such agreements as amended. To the extent that any
supplemental deed of trust or mortgage filings are required in connection with
the above described legal opinions, the Agent shall have received evidence of
such recordings and filings as may be necessary, in the opinion of the
Collateral Agent, to ensure the continued perfection of the Liens created by any
such Mortgage. IN EACH CASE, TO BE COMPLETED 30 DAYS AFTER THE DATE OF THIS
AGREEMENT.

          15. Approvals of and Consents to Assignments. In connection with the
termination of (a) the Amended and Restated Guarantee, dated as of July 25,
2000, issued by TWC for the benefit of The Commonwealth Plan, Inc. and CBL
Capital Corporation, as amended, (b) the Lease Agreement, dated as of December
29, 1995, between The Commonwealth Plan, Inc., as Lessor, and WFS - Pipeline
Company, as Lessee, and (c) the Lease Agreement, dated as of December 29, 1995,
between CBL Capital Corporation, as Lessor, and WFS - Offshore Gathering
Company, as Lessee, TWC and either WFS - Offshore


<PAGE>

Gathering Company or WFS - Pipeline Company, as applicable, shall use their best
efforts to obtain (i) the approval of the United States Department of the
Interior, Minerals Management Service to the assignment of certain easements to
WFS - Offshore Gathering Company by CBL Capital Corporation and (ii) the
consents of third parties necessary to the assignments of any leases and/or
easements by CBL Capital Corporation to WFS - Offshore Gathering Company or by
The Commonwealth Plan, Inc. to WFS - Pipeline Company. TO BE COMPLETED ONE YEAR
AFTER THE DATE OF THIS AGREEMENT.


<PAGE>


                                  SCHEDULE XIII

                          OUTSTANDING LETTERS OF CREDIT


<PAGE>


                                  SCHEDULE XIV

                             PERMITTED DISPOSITIONS


1.   Apco Argentina

     o    Apco Argentina, Inc.

     o    Apco Properties Ltd. (100%)

     o    Petrolera Perez Companc S.A. (33.6%- Currently in process of
          purchasing an additional 5.5%)

2.   Energy International

     o    Energy International Corporation (owns "Gas to Liquids" technology).

3.   Discovery

     o    Williams Energy, L.L.C. owns a 50% interest in Discovery Producer
          Services LLC (unregulated) which in turn is the sole member of
          Discovery Gas Transmission LLC (regulated).

4.   Southern Ute  (Collateral)

     o    Williams Field Services Company's interest in natural gas pipeline
          gathering systems totaling approximately 91 miles of pipeline in La
          Plata County, Colorado, together with all associated real property
          interests, shipper contracts, and governmental permits, licenses,
          orders, approvals, certificates of occupancy and other authorizations.

5.   Dry Trail CO2 Recovery Plant  (Collateral)

     o    Williams Field Services Company owns and operates a 50 MMcfd CO2
          recovery plant in Texas County, Oklahoma located on 26 acres near the
          town of Hough, Oklahoma to remove and recycle CO2 at ExxonMobil's
          Postle field enhanced oil recovery project.

6.   Aux Sable and Alliance Canada Marketing L.P.

     o    Williams Alliance Canada Marketing Inc. has a 14.604% interest in
          Alliance Canada Marketing Ltd. which owns a 1% interest in and is the
          general partner of Alliance Canada Marketing L.P. (the "Alliance LP").
          Williams Alliance Canada Marketing Inc. also owns a 14.604% limited
          partnership interest in the remaining 99% of the Alliance LP.


<PAGE>

     o    Williams Natural Gas Liquids Canada, Inc. has a 14.604% interest in
          Aux Sable Canada Ltd. which owns a 1% interest in and is the general
          partner of Aux Sable Canada LP (the "Canada LP"). Williams Natural Gas
          Liquids Canada, Inc. also owns a 14.604% limited partnership interest
          in the remaining 99% of the Canada LP.

     o    Williams Natural Gas Liquids, Inc. has a 14.604% interest in Aux Sable
          Liquid Products Inc. which owns a 1% interest in and is the managing
          general partner of Aux Sable Liquid Products LP (the "Liquid LP").
          Williams Natural Gas Liquids, Inc. also owns a 14.604% limited
          partnership interest in the remaining 99% of the Liquid LP.

7.   Deepwater

     o    Devil's Tower

          The Devil's Tower floating production facility currently under
          construction that will be located on block 773 of Mississippi Canyon.
          The oil and gas export pipelines attached to the Devil's Tower Spar
          known as Canyon Chief and Mountaineer and associated pumps,
          compressors, platforms and other equipment.

     o    Gunnison

          The oil pipeline known as the Alpine Pipeline that begins at the
          Gunnison discovery and terminates at the platform located at GA 244.

     o    Canyon Station

          The Canyon Station fixed leg platform located at Main Pass block 261
          which processes oil and gas production from deepwater wells located in
          Mississippi Canyon.

     o    Equity of the Deepwater JV.

     o    Collectively, the property referred to in this Item 8; shall be
          referred to as the "Deepwater Assets"; provided that, for
          clarification, such assets are not subject to the Deepwater
          Transactions so long as such Deepwater Transactions are in full force
          and effect.


8.   Gulf Liquids

     o    Gulf Liquids New River Project, LLC and its assets. Gulf Liquids New
          River Project, LLC is 90% owned by Gulf Liquids Holdings, LLC, which
          is 100% owned by EM&T.


<PAGE>

9.   EM&T  (Collateral)

     o    Equity Interest in Williams Energy Marketing & Trading Company.

10.  Worthington Generation, L.L.C.  (Collateral)

     o    Equity Interests and assets of Worthington Generation, L.L.C.

11.  Williams Generation Company-Hazelton  (Collateral)

     o    Equity Interests and assets of Williams Generation Company-Hazelton.

12.  Williams Energy (Canada), Inc. and its Subsidiaries

     o    Equity Interests and assets of William Energy (Canada), Inc. and its
          Subsidiaries.

13.  Those certain gathering and related assets owned by Goebel Gathering
     Company, L.L.C. and WFS Gathering Company, L.L.C. subject to purchase and
     sale agreements with Enbridge Pipelines (Texas Gathering) Inc. dated
     October 10, 2001 for a purchase price of approximately $9,000,000.
     (Collateral)

14.  Property received from any sale, transfer or other disposition of
     Collateral made pursuant to Section 5.2(e). (Collateral)

15.  Mapco Office Building. (Collateral)

16.  For the avoidance of doubt, the disposition or redemption of the Class B
     Units in MLP shall not be a Permitted Disposition.

17.  Interests in joint development arrangements existing on July 31, 2002 by
     Williams Energy Marketing & Trading Company, which are transferred as a
     result of Williams Energy Marketing & Trading Company's decision not to
     continue funding.


<PAGE>

                                   SCHEDULE XV
                            ADDITIONAL PUBLIC FILING


1.   Consolidated Amended Complaint, In Re Williams Securities Litigation, Case
     No. 02-CV-72-H(M) in the United States District Court for the Northern
     District of Oklahoma.



<PAGE>


                                  SCHEDULE XVI

                                  STORAGE LEASE

On July 18, 2001 Williams Midstream Natural Gas Liquids, Inc. ("WMNGL"), as
sublessor, and Liberty Gas Storage LLC ("Liberty"), as sublessee, entered into a
sublease agreement whereby, upon satisfaction of certain conditions precedent by
the sublessee, WMNGL would sublease certain sulphur mines located in Calcasieu,
Louisiana to Liberty for the development of natural gas storage facilities.



<PAGE>


                         SUBORDINATION, NON-DISTURBANCE
                            AND ATTORNMENT AGREEMENT

          This Subordination, Non-Disturbance and Attornment Agreement (this
"Agreement"), is dated as of ____________ , 2002, by and between LIBERTY GAS
STORAGE PARTNERS, L.P., a Delaware limited partnership ("Liberty"), and
CITIBANK, N.A., as collateral agent (the "Agent") for certain lenders (the
"Lenders") described below.


                                    RECITALS

          A. WHEREAS, Liberty is the sublessee (by assignment from Liberty Gas
Storage LLC, a Delaware limited liability company) under the Sublease Agreement
dated July 18, 2001 (the "Sublease"), with WILLIAMS MIDSTREAM NATURAL GAS
LIQUIDS, INC., a Delaware corporation ("Williams"), as sublessor. The Sublease
covers a portion of certain lands, including pipeline corridors and access
rights of way, as well as certain salt caverns located thereon and associated
equipment, insofar and only insofar as same affect the following described
property situated in the Parish of Calcasieu, Louisiana:

          [Part of Sections 17, 20, 29, 32, Township 9 South, Range 10
          West, and more particularly described on Exhibit A-1, and
          shown on Exhibit A-5 attached hereto and made a part hereof.]
          [verify]

The term "Liberty Leased Assets" shall mean such property subleased by Williams
to Liberty, as described and defined in the Sublease.

          B. The subleasehold estate created by the Sublease is a portion of the
leasehold estate created by the Lease Agreement dated January 1, 1991 (the
"Burlington Lease") between Union Texas Petroleum Corporation and Union Texas
Products Corporation, recorded in Conveyance Book 2235, page 260, under Clerk's
File No. 2085889, in Calcasieu Parish, Louisiana. By various intermediate
conveyances, the current lessor under the Burlington Lease is Burlington
Resources Corporation [verify] and the current lessee under the Burlington Lease
is Williams.

          C. Williams has granted a mortgage dated __________, 2002 (the
"Mortgage") recorded in Mortgage Book ___ , Page ___ , under Clerk File No. ___
, in Calcasieu Parish, Louisiana, encumbering the leasehold estate and other
rights of Williams under the Burlington Lease to the Agent, for the benefit of
the Lenders from time to time parties ______________________ [INSERT description
of loan].

          D. WHEREAS, Liberty has requested that the Agent agree not to disturb
Liberty's possessory rights in the Liberty Leased Assets in the event the Agent
should foreclose on the Mortgage, provided the Sublease is then in full force
and effect and provided further that Liberty attorns to the Agent or the
purchaser at any foreclosure sale of the leasehold estate under the Burlington
Lease.

<PAGE>

                                    AGREEMENT

          NOW, THEREFORE, in consideration of the foregoing, Liberty and Agent
hereby agree as follows:

          Section 1. Subordination. Subject to the express terms of this
Agreement, Liberty agrees that the Sublease, as the same may be modified,
amended or extended, and the subleasehold estate created thereby, and all of the
rights, remedies and options of Liberty thereunder, are and shall at all times
continue to be subject and subordinate in all respects to the Mortgage and the
lien thereof, and to all rights of Agent thereunder, including, without
limitation, all renewals, increases, modifications, consolidations and
extensions thereof.

          Section 2. Non-Disturbance. Agent agrees that if any action or
proceeding is commenced by Agent for the foreclosure of the Mortgage and the
seizure and sale of the Liberty Leased Assets as part of the leasehold estate
under the Burlington Lease, or if Agent acquires the Liberty Leased Assets,
whether through foreclosure or deed in lieu of foreclosure (or dation en
paiement), Agent shall maintain Liberty in possession under the terms of the
Sublease, provided that at such time the Sublease shall be in full force and
effect and shall not have expired or been terminated.

          Section 3. Attornment. Liberty agrees that if the Agent, any of the
Lenders or a purchaser at a sheriff's sale (each a "Transferee") shall become
the owner of the Liberty Leased Assets by reason of the foreclosure of the
Mortgage or the acceptance of a deed in lieu of foreclosure (or dation en
paiement) (a "Transfer Event"), and provided that at such time the Sublease
shall be in full force and effect and shall not have expired or been terminated,
the Sublease shall not be terminated or affected thereby, but shall continue in
full force and effect as a direct sublease between Liberty and such Transferee
upon all the terms, covenants and conditions set forth in the Sublease. Upon
such a Transfer Event, Liberty agrees to attorn to such Transferee as sublessor
under the Sublease, and to be bound by and perform all of the obligations
imposed by the Sublease on the sublessee thereunder. Also, upon such a Transfer
Event, the Transferee will be bound by all of the obligations imposed by the
Sublease on the sublessor; provided, however, that such Transferee shall not be:
(i) liable for any act or omission of Williams, provided that the foregoing
shall not be deemed to relieve such Transferee from the obligation to perform
any obligation of the sublessor under the Sublease which obligation (a) remains
unperformed at the time that such Transferee succeeds to the interest of
sublessor under the Sublease and (b) is made known to Transferee and Transferee
is provided notice and given the same opportunity to cure as afforded Williams
under the Sublease; or (ii) bound by any rent which Liberty might have paid
under the Sublease for more than one month in advance, unless actually received
by such Transferee; or (iii) bound by any amendment or modification of the
Sublease that could have a material adverse affect on Agent's rights as a
secured party; or (iv) subject to any offsets or defenses that Liberty might
have against Williams (or any prior sublessor, if applicable) unless Transferee
has been given written notice thereof and the same opportunity to cure as
afforded Williams under the Sublease.

<PAGE>


          Section 4. Covenants of Liberty. Liberty covenants and agrees that
contemporaneously with any written notice sent by Liberty to Williams of a
default by Williams under the Sublease, Liberty shall contemporaneously send a
copy of such default notice to the Agent.

          Section 5. Disclaimer by Agent. Notwithstanding any of the provisions
hereof, Agent shall have no obligation in favor of Liberty to perform any term,
covenant or condition contained in the Sublease, unless and until Agent acquires
ownership of the Liberty Leased Assets through foreclosure, deed in lieu of
foreclosure (or dation en paiement) or otherwise.

          Section 6. New Lease. Upon the written request of either Liberty or a
Transferee to the other given within thirty (30) days after any Transfer Event,
Liberty and such Transferee shall execute a new sublease of the Liberty Leased
Assets upon the same terms and conditions as the Sublease, which new sublease
shall cover any unexpired term of the Sublease existing prior to such Transfer
Event.

          Section 7. Notices. Any notice or other communication required or
permitted to be given pursuant to this Agreement shall be in writing and shall
be considered as properly dispatched if delivered in person, sent by a
nationally recognized overnight courier (fee prepaid), mailed by certified mail
(postage prepaid return receipt requested), or transmitted by telecopier to the
address as set forth below. The following are the addresses of the parties:

          LIBERTY:

                    Liberty Gas Storage Partners, L.P.
                    2929 BriarPark, Suite 140
                    Houston, Texas 77042
                    Attention: ____________________
                    Facsimile: (713) 781-4966


<PAGE>


                    AGENT:
                    Citibank, N. A.
                    Collateral Trustee
                    111 Wall Street
                    New York, New York 10043
                    telecopier number: (212) 657-3862
                    Attention: Edward Morelli


                    with a copy to:
                    Citicorp North America, Inc.,
                    1200 Smith Street, Suite 2000
                    Houston, Texas 77002
                    telecopier number: (713) 654-2849)
                    Attention: The Williams Companies, Inc. Account Officer


          Section 8. Amendment. Neither this Agreement nor any provisions hereof
may be changed, waived, discharged or terminated orally or in any manner other
than by an instrument in writing signed by the party against whom enforcement of
the change, waiver, discharge or termination is sought.

          SECTION 9. GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF LOUISIANA, EXCLUDING THE
LOUISIANA LAW OF CONFLICTS.

          Section 10. Successors. This Agreement shall inure to the benefit of
the parties hereto and their respective successors and assigns.

          Section 11. Counterparts. This Agreement may be executed in two or
more counterparts, and it shall not be necessary that the signatures of all
parties hereto be contained on any one counterpart hereof; each counterpart
shall be deemed an original, but all of which together shall constitute one and
the same instrument.

          Executed by the duly authorized representatives of Liberty and the
Agent as of the date hereinabove first written.

<PAGE>

                                        LIBERTY GAS STORAGE


                                        By:
                                            -----------------------------------'
                                            Its:
                                                 -------------------------------

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



                                        CITIBANK, as Collateral Agent


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


<PAGE>




STATE OF TEXAS
COUNTY OF __________


          BEFORE ME, the undersigned Notary Public duly commissioned qualified
and sworn within and for the State and County written above, personally came and
appeared _________________________, to me personally known, and who being by me
duly sworn, did say that he is the authorized _____________________________ of
__________________________, the _____________________ of LIBERTY GAS STORAGE
______________________, whose name is subscribed to the foregoing Subordination,
Non-Disturbance and Attornment Agreement, and that he executed the foregoing
Subordination, Non-Disturbance and Attornment Agreement by authority of said
company's __________________ on behalf of said company as its free act and deed.

               THUS DONE AND SIGNED before me and the two undersigned witnesses
in the County and State aforesaid, on this ___ day of [___________], 2002.
Witness my hand and official seal.

WITNESSES:


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


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


                                           -------------------------------------
                                                      NOTARY PUBLIC


                                           Seal
                                           My Commission expires:

<PAGE>



STATE OF NEW YORK
COUNTY OF NEW YORK


          BEFORE ME, the undersigned Notary Public duly commissioned qualified
and sworn within and for the State and County written above, personally came and
appeared _______________, to me personally known, and who being by me duly
sworn, did say that he is the authorized ____________ of CITIBANK, N.A., as
Collateral Agent, whose name is subscribed to the foregoing Subordination,
Non-Disturbance and Attornment Agreement, and that he executed the foregoing
Subordination, Non-Disturbance and Attornment Agreement by authority of said
company's __________________ on behalf of said company as its free act and deed.
THUS DONE AND SIGNED before me and the two undersigned witnesses in the County
and State aforesaid, on this ___ day of [___________], 2002. Witness my hand and
official seal.

WITNESSES:


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


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


                                           -------------------------------------
                                                      NOTARY PUBLIC


                                           Seal
                                           My Commission expires:
<PAGE>

                                   EXHIBIT A-1
                    [Attach legal description from Sublease]


<PAGE>



                                                                       EXHIBIT A
                                                                              TO
                                                                CREDIT AGREEMENT

                         OPINION OF WILLIAM G. VON GLAHN



<PAGE>


                                                                     EXHIBIT B-1
                                                                              TO
                                                                CREDIT AGREEMENT

                           OPINION OF NEW YORK COUNSEL
                                (ENFORCEABILITY)



<PAGE>


                                                                     EXHIBIT B-2
                                                                              TO
                                                                CREDIT AGREEMENT

                           OPINION OF NEW YORK COUNSEL
                                  (PERFECTION)





<PAGE>

                                                                       EXHIBIT C
                                                                              TO
                                                                CREDIT AGREEMENT

               EXISTING LOANS AND INVESTMENTS IN WCG SUBSIDIARIES

<TABLE>
<CAPTION>
                                TWC CONTINUING CONTRACTS TO WHICH WCG IS A PARTY

                      AGREEMENT                                 DATE                    PARTIES
                      ---------                                 ----                    -------
<S>                                                             <C>                     <C>
Amended and Restated Administrative Services Agreement
but excluding all Service Level Agreements included therein
other than those listed below

     Amended and Restated Administrative Services Agreement
     - Cafeteria Card (SLA No. ASF-11)

     Amended and Restated Administrative Services Agreement
     - Catering Services (SLA No. ASF-3)                        23-Apr-01               TWC and WCG

     Amended and Restated Administrative Services Agreement
     - Data Center Floor Space (SLA No. IT-23)

     Amended and Restated Administrative Services Agreement
     - Security System Administration (SLA No. ASR-2)

     Amended and Restated Administrative Services Agreement
     - Telecommunications Support (PBX) (SLA No. IT-19)

     Amended and Restated Administrative Services Agreement
     - Warren Clinic (SLA No. HR-17)

     Amended and Restated Administrative Services Agreement
     - Records Management (Revised) (SLA No. ASF-9)

Amended and Restated Confidentiality and Nondisclosure
Agreement                                                       1-Feb-02                TWC and WCG

Amended and Restated Cross-License Agreement                    23-Apr-01               TWC and WCG

Amended and Restated Employee Benefits Agreement                23-Apr-01               TWC and WCG

Amended and Restated Separation Agreement                       23-Apr-01               TWC and WCG

Amendment of State of Oklahoma OIC Agreement                    23-Apr-01               TWC and WCG

ITWill Assignment and Assumption Agreement                      23-Apr-01               TWC and WCG

Mutual Waiver, dated April 23, 2001                             23-Apr-01               TWC and WCG

Professional Services Agreement                                 23-Apr-01               TWC, WCG, The Feinberg Group, LLP

Relocation Services Agreement                                   2-Jan-02                Williams Relocation Management, Inc.
                                                                                        (a TWC subsidiary) and WCG

Restructuring Support Agreement                                 23-Feb-02               TWC and WCG

Shareholder Agreement                                           23-Apr-01               TWC and WCG

Trademark License Agreement                                     23-Apr-01               TWC and WCG

Guaranty Indemnification                                        26-Jul-02               TWC and WCG Agreement

All agreements and exhibits related to or incorporated by the foregoing that were entered into to implement the transactions
contemplated thereby, e.g. Assignment and Assumption Agreements, Bills of Sale.
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                      TWC CONTINUING CONTRACTS TO WHICH WCG IS A PARTY

                      AGREEMENT                                 DATE                    PARTIES
                      ---------                                 ----                    -------
<S>                                                             <C>                     <C>
Agreement of Purchase and Sale and Construction                 26-Feb-01 (as amended   Williams Headquarters
Completion                                                      13-Mar-01, 13-Apr-01,   Building Company and WCL
                                                                13-Sep-01, 30-Apr-02)


Agreement to Terminate Aircraft Dry Lease - N352WC              27-Mar-02               Williams Aircraft Leasing, LLC
                                                                                        (a TWC subsidiary) and WCL

Aircraft Dry Lease - N358WC                                     13-Sep-01               Williams Communications Aircraft,
                                                                                        LLC (a TWC subsidiary) and WCL

Aircraft Dry Lease - N359WC                                     13-Sep-01               Williams Communications Aircraft,
                                                                                        LLC (a TWC subsidiary) and WCL

Bank of Oklahoma Tower Use Agreement                            23-Apr-01               Williams Headquarters Building
                                                                                        Company and WCL

Central Plant Lease Agreement                                   23-Apr-01 (as amended   Williams Headquarters Building
                                                                13-Sep-01)              Company and Williams Technology
                                                                                        Center, LLC (a WCL subsidiary)

Construction, Operating and Maintenance Agreement               1-Jan-97 (as amended    Transcontinental Gas Pipe Line
                                                                19-Feb-99)              Corporation (a TWC subsidiary)
                                                                                        and WCL

Consulting Services Agreement                                   29-Oct-01               Williams Pipe Line Company
                                                                                        (a TWC subsidiary) and WCL

Co-Occupancy Agreement                                          18-Feb-99               Northwest Pipeline Corporation
                                                                                        (a TWC subsidiary) and WCL

Co-Occupancy Agreement                                          22-Feb-99               Williams Gas Pipelines Central, Inc.
                                                                                        (a TWC subsidiary) and WCL


Co-Occupancy Agreement                                          1-May-00                Williams Pipe Line Company
                                                                                        (a TWC subsidiary) and WCL

Co-Occupancy Agreement                                          5-Mar-99 (as amended    Mid-America Pipeline Company
                                                                23-Apr-01)              (a TWC subsidiary) and WCL


Co-Occupancy Agreement                                          5-Mar-99 (as amended    Williams Field Services Company
                                                                23-Apr-01)              (a TWC subsidiary) and WCL

Dark Fiber IRU Agreement                                        26-Feb-01               Transcontinental Gas Pipe Line
                                                                                        Corporation (a TWC Subsidiary)
                                                                                        and WCL

Fairfax Terminal Station Site Lease                             26-Aug-96               Williams Pipe Line Company
                                                                                        (a TWC subsidiary) and WCL

First Amendment to Level 3 Sublease Agreement                   1-Jan-99 (as amended    TWC and WCL
                                                                31-Dec-00 and assigned
                                                                23-Apr-01)
</TABLE>

                                       2

<PAGE>

<TABLE>
<CAPTION>
                      AGREEMENT                                 DATE                    PARTIES
                      ---------                                 ----                    -------
<S>                                                             <C>                     <C>
Lease Agreement                                                 1-Jan-97                Williams Natural Gas Company (a TWC
                                                                                        subsidiary now known as Williams Gas
                                                                                        Pipelines Central, Inc.) and WCL

Lease Agreement                                                 1-Sep-95                Transcontinental Gas Pipe Line
                                                                                        Corporation (a TWC subsidiary) and WCL

Lease Agreement                                                 1-Mar-97                Texas Gas Transmission Corporation
                                                                                        and WCL

Management Services Agreement                                   23-Apr-01 (as amended   Williams Headquarters Building Company
                                                                13-Sep-01)              and Williams Technology Center, LLC
                                                                                        (a WCL subsidiary)

Master Agreement                                                23-Feb-99 (as amended   Williams Pipe Line Company
                                                                23-Apr-01)              (a TWC subsidiary) and WCL

Nondisclosure Agreement                                         29-Oct-01               TWC and WCL

Northwest Plaza Level Amended and Restated Lease                1-Jan-99 (as amended    Original Amended and Restated Lease
Agreement                                                       31-Dec-00)              Agreement between Williams Headquarters
                                                                                        Building Company, Landlord, and WCL,
                                                                                        Tenant; amendment between TWC,
                                                                                        Sublessor, and WCG, Sublessee

Operation, Maintenance and Repair Agreement                     19-Feb-99 (as amended   Mid-America Pipeline Company, Northwest
                                                                31-Aug-99)              Pipeline Corporation, Texas Gas
                                                                                        Transmission Corporation,
                                                                                        Transcontinental Gas Pipe Line
                                                                                        Corporation, Williams Field Services
                                                                                        Company, Williams Gas Pipelines Central,
                                                                                        Inc. and Williams Pipe Line Company and
                                                                                        WCL

Partial Assignment and Assumption Agreement                     26-Feb-01               Williams Headquarters Building Company
                                                                                        and Williams Technology Center, LLC
                                                                                        (a WCL subsidiary)

Sale Agreement                                                  14-Feb-97               Williams Pipe Line Company
                                                                                        (a TWC subsidiary) and WCL

Southwest Plaza Level Amended and Restated Lease                1-Jan-99                Williams Headquarters Building Company
Agreement                                                                               and WCL

Sublease Agreement                                              1-May-00                Williams Pipe Line Company (a TWC
                                                                                        subsidiary) and WCG; WCG assigned its
                                                                                        rights to WCL on 2-Apr-02

Technical Services Agreement                                    1998                    Spectrum Network Systems Limited (now
                                                                                        known as PowerTel Limited, a 45% WCG
                                                                                        subsidiary) and Williams International
                                                                                        Services Company (a TWC subsidiary)

Teleport Services Agreement                                     9-Oct-01                Williams Energy Marketing & Trading co.
                                                                                        (a TWC subsidiary) and WCL

The Depot Amended and Restated Lease Agreement                  1-Jan-99 (as amended    Williams Headquarters Building Company
                                                                31-Dec-00 and assigned  and WCL
                                                                23-Apr-01)

TWC Corporate Guarantee                                         23-Apr-01               TWC guaranteed a TWC subsidiary in favor
                                                                                        of a WCL subsidiary

TWC Corporate Guarantee                                         23-Apr-01               TWC guaranteed a TWC subsidiary in favor
                                                                                        of a WCL subsidiary
</TABLE>

                                       3

<PAGE>

<TABLE>
<CAPTION>
                      AGREEMENT                                 DATE                    PARTIES
                      ---------                                 ----                    -------
<S>                                                             <C>                     <C>
TWC Guaranty                                                    23-Apr-01               TWC guaranteed a TWC subsidiary in favor
                                                                                        of a WCL subsidiary

User Agreement for Pipe                                         5-Mar-99 (as amended    Williams Pipe Line Company
                                                                23-Apr-01)              (a TWC subsidiary) and WCL

Utility Service Agreement                                       23-Apr-01 (as amended   Williams Headquarters Building Company
                                                                13-Sep-01)              and Williams Technology Center, LLC
                                                                                        (a WCL subsidiary)

Web Hosting and Streaming Services Agreement                    2-Oct-00                Williams Energy Services, Inc.
                                                                                        (a TWC subsidiary) and WCL

Weld County Sublease Agreement                                  19-Apr-96               Williams Natural Gas Company
                                                                                        (a TWC subsidiary) and WCL

Declaration of Reciprocal Easements (as amended)                15-Oct-02               Williams Headquarters Building Company
                                                                                        and Williams Technology Center, LLC

Membership Unit Purchase Agreement                              15-Oct-02               Williams Aircraft, Inc. and Williams
                                                                                        Communications, LLC

Real Estate Purchase Agreement                                  15-Jul-02               Williams Headquarters Building Company,
                                                                                        Williams Technology Center, LLC,
                                                                                        Williams Communications, LLC, Williams
                                                                                        Communications Group, Inc. and Williams
                                                                                        Aircraft Leasing, LLC

Reaffirmation and Cancellation Agreement                        15-Oct-02               TWC, WCG and its Subsidiaries


All agreement and exhibits related to or incorporated by the foregoing that were entered into to implement the transactions
contemplated thereby, e.g. Assignment and Assumption Agreements, Bills of Sale.
</TABLE>




                                       4






<PAGE>

                                                                       EXHIBIT D
                                                                              TO
                                                                CREDIT AGREEMENT

                           FORM OF TRANSFER AGREEMENT

                             Dated __________, 20__


          Reference is made to the Amended and Restated Credit Agreement, dated
as of October 31, 2002 (such Credit Agreement, as amended or otherwise modified
from time to time, being herein referred to as the "Credit Agreement"), among
The Williams Companies, Inc., as Borrower, Citicorp USA, Inc., as Agent and
Collateral Agent for the Banks, Bank of America N.A., as Syndication Agent, the
Banks and Issuing Banks parties thereto and Salomon Smith Barney Inc., as
Arranger. Terms defined in the Credit Agreement are used herein with the same
meaning.

          _________________________ (the "Assignor") and __________________ (the
"Assignee") agree as follows:

          1. The Assignor hereby sells and assigns to the Assignee, without
     recourse, and the Assignee hereby purchases and assumes from the Assignor,
     an interest in and to all of the Assignor's rights and obligations under
     the Credit Agreement and the other Credit Documents executed in connection
     therewith as of the date hereof equal to the percentage interest specified
     on Schedule 1 hereto of all outstanding rights and obligations under the
     Credit Agreement. After giving effect to such sale and assignment, the
     Assignee's and Assignor's respective Letter of Credit Commitments and LC
     Participation Percentage will be as set forth in Schedule 1.

          2. The Assignor (i) represents and warrants that it is the legal and
     beneficial owner of the interest being assigned by it hereunder and that
     such interest is free and clear of any adverse claim; (ii) makes no
     representation or warranty and assumes no responsibility with respect to
     any statements, warranties or representations made in or in connection with
     the Credit Agreement, the other Credit Documents or other instrument or
     document furnished pursuant thereto or in connection therewith, the
     perfection, existence, sufficiency or value of any Collateral, guaranty or
     insurance or the execution, legality, validity, enforceability,
     genuineness, sufficiency or value of the Credit Agreement, any of the other
     Credit Documents or any other instrument or document furnished pursuant
     thereto or in connection therewith; and (iii) makes no representation or
     warranty and assumes no responsibility with respect to the financial
     condition of the Borrower or any other Person or the performance or
     observance by the Borrower or any other Person of any of its respective
     obligations under the Credit Agreement, the other Credit Documents or any
     other instrument or document furnished pursuant thereto or in connection
     therewith.

          3. The Assignee (i) confirms that it has received a copy of the Credit
     Agreement, together with copies of the financial statements referred to in
     Section 4.1(e) of the Credit Agreement and such other documents and
     information as it has deemed


                                       5

<PAGE>

     appropriate to make its own credit analysis and decision to enter into this
     Transfer Agreement; (ii) agrees that it will, independently and without
     reliance upon the Agent, the Collateral Agent, any Issuing Bank, the
     Assignor, the Collateral Agent or any other Bank and based on such
     documents and information as it shall deem appropriate at the time,
     continue to make its own credit decisions in taking or not taking action
     under the Credit Agreement, any other Credit Document, or any other
     instrument or document; (iii) confirms that it is an Eligible Assignee;
     (iv) appoints and authorizes each of the Agent and the Collateral Agent,
     respectively, to take such action as agent on its behalf and to exercise
     such powers and discretion under the Credit Agreement as are delegated to
     the Agent and the Collateral Agent, respectively, by the terms thereof,
     together with such powers and discretion as are reasonably incidental
     thereto; (v) agrees that it will perform in accordance with their terms all
     of the obligations which by the terms of the Credit Agreement are required
     to be performed by it as a Bank; and (vi) specifies as its Lending Office
     (and address for notices) the office set forth beneath its name on the
     signature pages hereof.

          4. Following the execution of this Transfer Agreement by the Assignor
     and the Assignee, this Transfer Agreement will be delivered to the Agent
     for acceptance and recording by the Agent. The effective date of this
     Transfer Agreement (the "Effective Date") shall be the date of acceptance
     thereof by the Agent, unless otherwise specified on Schedule 1 hereto.

          5. Upon such acceptance and recording by the Agent, as of the
     Effective Date, (i) the Assignee shall be a party to the Credit Agreement
     and, to the extent provided in this Transfer Agreement, have the rights and
     obligations of a Bank thereunder and under the other Credit Documents and
     (ii) the Assignor shall, to the extent provided in this Transfer Agreement,
     relinquish its rights and be released from its obligations under the Credit
     Agreement and under the other Credit Documents.

          6. Upon such acceptance and recording by the Agent, from and after the
     Effective Date, the Agent shall make all payments under the Credit
     Agreement and the other instruments or documents furnished pursuant thereto
     or in connection therewith in respect of the interest assigned hereby
     (including all payments of principal, interest and fees with respect
     thereto) to the Assignee. The Assignor and Assignee shall make all
     appropriate adjustments in payments under the Credit Agreement and the
     other instruments or documents furnished pursuant thereto or in connection
     therewith for periods prior to the Effective Date directly between
     themselves.

          7. This Transfer Agreement shall be governed by, and construed in
     accordance with, the laws of the State of New York.

          8. This Transfer Agreement may be executed in any number of
     counterparts and by different parties hereto in separate counterparts, each
     of which when so executed shall be deemed to be an original and all of
     which taken together shall constitute one and the same agreement. Delivery
     of an executed counterpart of Schedule 1 to this Transfer Agreement by
     telecopier shall be as effective as delivery of a manually executed
     counterpart of this Transfer Agreement.


                                       6

<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Transfer
Agreement to be executed by their respective officers thereunto duly authorized,
as of the date first above written, such execution being made on Schedule 1
hereto.














                                        7


<PAGE>

                                   Schedule 1
                                       to
                               Transfer Agreement

<TABLE>
<S>                                                                              <C>
Section 1.
---------
LC Participation Percentage interest assigned:                                   ____________%
Assignee's LC Participation Percentage interest before giving effect to this
Transfer Agreement:                                                              ____________%
Assignee's LC Participation Percentage interest after giving effect to this
Transfer Agreement:                                                              ____________%
Assignor's remaining LC Participation Percentage interest after
giving effect to this Transfer Agreement:                                        ____________%


Section 2.
---------
U.S. Dollar L/C Commitment interest assigned:                                    $____________
Assignee's U.S. Dollar L/C Commitment before giving effect
to this Transfer Agreement:                                                      $____________
Assignee's U.S. Dollar L/C Commitment after giving effect to this
Transfer Agreement:                                                              $____________
Assignor's remaining U.S. Dollar L/C Commitment after
giving effect to this Transfer Agreement:                                        $____________

Canadian Dollar L/C Commitment interest assigned:                                $____________
Assignee's Canadian Dollar L/C Commitment before giving effect
to this Transfer Agreement:                                                      $____________
Assignee's Canadian Dollar L/C Commitment after giving effect
to this Transfer Agreement:                                                      $____________
Assignor's remaining Canadian Dollar L/C Commitment after
giving effect to this Transfer Agreement:                                        $____________
</TABLE>


<PAGE>


Section 3.


Effective Date: _____________________, 20____


                                       [NAME OF ASSIGNOR], as Assignor


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


                                       [NAME OF ASSIGNEE], as Assignee


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

                                       Lending Office (and address for notices):

                                       [Address]


[Approved this ___ day of ______, _______


THE WILLIAMS COMPANIES, INC.


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


[Approved this ___ day of ______, _______


[NAME OF [ISSUING BANK][BANK]], as [Issuing Bank][Bank]

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


[Approved this ___ day of ______, _______


                                       2

<PAGE>

CITICORP USA, INC., as Agent

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














                                       3

<PAGE>

                                                                       EXHIBIT E
                                                                              TO
                                                                CREDIT AGREEMENT

                       FORM OF NOTICE OF LETTER OF CREDIT


                                                                          [Date]



Citicorp USA, Inc., as Agent
for the Banks parties to the Credit
Agreement referred to below
399 Park Avenue
New York, New York 10043

          Attention:  Williams Account Officer

Ladies and Gentlemen:

The undersigned, The Williams Companies, Inc. (the "Borrower"), (a) refers to
that certain Credit Agreement, dated as of October 31, 2002 (as amended or
otherwise modified from time to time, the "Credit Agreement"; the terms defined
therein and not defined herein being used herein as therein defined), among The
Williams Companies, Inc., as Borrower, Citicorp USA, Inc., as Agent and
Collateral Agent for the Banks, Bank of America N.A., as Syndication Agent, the
Banks and Issuing Banks parties thereto and Salomon Smith Barney Inc., as
Arranger; (b) hereby gives you notice, irrevocably, pursuant to Section 2.10 of
the Credit Agreement that the undersigned hereby requests _____________ (the
"Issuing Bank") to issue an irrevocable standby Letter of Credit as set forth
below in such language as the Issuing Bank may deem appropriate and (c) in that
connection sets forth below the information relating to such standby Letter of
Credit (the "Standby Letter of Credit") as required by Section 2.10 of the
Credit Agreement:

     (i)   The Business Day upon which the Standby Letter of Credit will be
           issued is ______________, 20____ (the "Issuance Date").

     (ii)  The account party for the Standby Letter of Credit is the
           _____________.

     (iii) Attached hereto as Exhibit A are the proposed terms of the Standby
           Letter of Credit (including the beneficiary thereof and the nature of
           the transactions or obligations proposed to be supported thereby).

          The undersigned hereby certifies that the following statements are
true on the date hereof, and will be true on the Issuance Date:

     (a)   the representations and warranties contained in Section 4.1 of the
           Credit Agreement and in each of the Security Documents are correct on
           and as of the

<PAGE>


          Issuance Date, before and after the issuance of the Standby Letter of
          Credit, as though made on and as of such date;

     (b)  no event has occurred and is continuing, or would result from the
          issuance of the Standby Letter of Credit, which constitutes a Default
          or Event of Default;

     (c)  after giving effect to the Standby Letter of Credit and all Letters of
          Credit which have been requested on or prior to the date hereof but
          which have not been made or issued prior to the date hereof, the sum
          of the aggregate principal amount of all Letter of Credit Liabilities
          will not exceed the aggregate of the Letter of Credit Commitments; and

     (d)  after giving effect to the Standby Letter of Credit and all Letters of
          Credit issued on or prior to the date hereof, the sum of the aggregate
          principal amount of all Letters of Credit issued by the Issuing Bank
          to which this issuance request is being made will not exceed the
          Letter of Credit Commitment of such Issuing Bank.

                                        Very truly yours,


                                        THE WILLIAMS COMPANIES, INC.


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


cc:       Citicorp North America, Inc.
          1200 Smith Street, Suite 2000
          Houston, Texas 77002
          Attn: The Williams Companies, Inc.
                Account Officer

          [Issuing Bank]


                                       2

<PAGE>

                                                                       EXHIBIT F
                                                                              TO
                                                                CREDIT AGREEMENT

                           FORM OF SECURITY AGREEMENT



<PAGE>


                                                                       EXHIBIT G
                                                                              TO
                                                                CREDIT AGREEMENT

                              FORM OF LLC GUARANTY



<PAGE>


                                                                       EXHIBIT H
                                                                              TO
                                                                CREDIT AGREEMENT

                           FORM OF MIDSTREAM GUARANTY



<PAGE>


                                                                       EXHIBIT I
                                                                              TO
                                                                CREDIT AGREEMENT


                            FORM OF PLEDGE AGREEMENT



<PAGE>


                                                                       EXHIBIT J
                                                                              TO
                                                                CREDIT AGREEMENT

                            FORM OF HOLDINGS GUARANTY

</TEXT>
</DOCUMENT>
