<PAGE>

                                                                    EXHIBIT 10.6

                         WILLIAMS PIPE LINE COMPANY, LLC

                               Up to $540,000,000

         Floating Rate Series A Senior Secured Notes due October 7, 2007
          Fixed Rate Series B Senior Secured Notes due October 7, 2007

                             NOTE PURCHASE AGREEMENT

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                         PAGE
<S>                                                                                      <C>
1.  AUTHORIZATION OF NOTES .........................................................        1

2.  SALE AND PURCHASE OF NOTES .....................................................        2

3.  CLOSINGS .......................................................................        2

4.  CONDITIONS TO THE COMMITMENTS AND THE CLOSINGS .................................        4
    4.1  Conditions Precedent to Effectiveness of the Commitments ..................        4
    4.2  Conditions Precedent to the Initial Closing ...............................        5
    4.3  Conditions Precedent to the Subsequent Closing ............................        8

5.  REPRESENTATIONS AND WARRANTIES .................................................       11
    5.1  Financial Condition .......................................................       11
    5.2  No Change .................................................................       12
    5.3  Existence; Compliance with Law ............................................       12
    5.4  Power; Authorization; Enforceable Obligations .............................       13
    5.5  No Legal Bar ..............................................................       13
    5.6  Litigation ................................................................       13
    5.7  No Default ................................................................       14
    5.8  Ownership of Property; Liens ..............................................       14
    5.9  Intellectual Property .....................................................       14
    5.10 Taxes .....................................................................       14
    5.11 Federal Regulations .......................................................       14
    5.12 Labor Matters .............................................................       15
    5.13 ERISA .....................................................................       15
    5.14 Investment Company Act; Other Regulations .................................       16
    5.15 Subsidiaries ..............................................................       16
    5.16 Environmental Matters .....................................................       16
    5.17 Accuracy of Information, etc ..............................................       18
    5.18 Security Documents ........................................................       18
    5.19 Solvency ..................................................................       18
    5.20 Regulation H ..............................................................       19
    5.21 Acquisition Documentation .................................................       19
    5.22 Private Offering by the Company ...........................................       19
    5.23 Foreign Assets Control Regulations, etc ...................................       19
    5.24 Eminent Domain Authority ..................................................       19
    5.25 Tariff Disputes ...........................................................       19
    5.26 Regulatory Matters ........................................................       20
    5.27 Permits ...................................................................       20
    5.28 Existing Indebtedness; Future Liens .......................................       20
    5.29 Fairness Opinions .........................................................       20
</TABLE>


                                       i
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<TABLE>
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6.  REPRESENTATIONS OF THE PURCHASER ...............................................       21
    6.1  Purchase for Investment ...................................................       21
    6.2  Source of Funds ...........................................................       21

7.  REPAYMENT OF THE NOTES .........................................................       23
    7.1  Maturity ..................................................................       23
    7.2  Scheduled Prepayment of the Notes .........................................       23
    7.3  Optional Prepayment of the Notes ..........................................       23
    7.4  Mandatory Prepayments of the Notes ........................................       25
    7.5  Maturity; Surrender, etc. upon Prepayment .................................       25
    7.6  Purchase of Notes .........................................................       26
    7.7  Pro Rata Treatment and Payments ...........................................       26
    7.8  Benefitted Holder .........................................................       26

8.  AFFIRMATIVE COVENANTS ..........................................................       27
    8.1  Financial Statements ......................................................       27
    8.2  Certificates; Other Information ...........................................       28
    8.3  Payment of Obligations ....................................................       29
    8.4  Maintenance of Existence; Compliance ......................................       29
    8.5  Maintenance of Property; Insurance ........................................       30
    8.6  Application of Proceeds from Condemnation/Eminent Domain; Event of Loss ...       33
    8.7  Restoration ...............................................................       34
    8.8  Utility Charges ...........................................................       34
    8.9  Inspection of Property; Books and Records; Discussions ....................       34
    8.10 Notices ...................................................................       34
    8.11 Environmental Laws ........................................................       35
    8.12 Perfection of Certain Security Interests ..................................       36
    8.13 Additional Collateral, etc ................................................       36
    8.14 General Partner Bank Account ..............................................       37
    8.15 Deposits into the Cash Escrow Account .....................................       37
    8.16 Current Report ............................................................       37

9.  NEGATIVE COVENANTS .............................................................       38
    9.1  Financial Condition Covenants .............................................       38
    9.2  Indebtedness ..............................................................       38
    9.3  Liens .....................................................................       39
    9.4  Fundamental Changes .......................................................       40
    9.5  Disposition of Property ...................................................       41
    9.6  Restricted Payments .......................................................       42
    9.7  Investments ...............................................................       42
    9.8  Transactions with Affiliates ..............................................       43
    9.9  Swap Agreements ...........................................................       43
    9.10 Changes in Fiscal Periods .................................................       43
    9.11 Negative Pledge Clauses ...................................................       43
    9.12 Lines of Business .........................................................       44
    9.13 Amendments to Acquisition Documents and Various Agreements ................       44
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                        <C>
    9.14 Clauses Restricting Subsidiary Distributions ..............................       44
    9.15 Sales and Leasebacks ......................................................       44
    9.16 No Subsidiaries ...........................................................       45

10. GUARANTEE ......................................................................       45
    10.1 Scope of Guarantee ........................................................       45
    10.2 Guarantor Consent .........................................................       46
    10.3 Character of Obligations of Guarantor .....................................       46
    10.4 Absolute and Unconditional Obligation .....................................       48
    10.5 Waiver of Subrogation and Contribution ....................................       48
    10.6 Preference ................................................................       48

11. LIMITED PUT RIGHT ..............................................................       48

12. EVENTS OF DEFAULT ..............................................................       49

13. REMEDIES ON DEFAULT, ETC .......................................................       51
    13.1 Acceleration ..............................................................       51
    13.2 Other Remedies ............................................................       52
    13.3 No Waivers or Election of Remedies, Expenses, etc .........................       52
    13.4 No General Partner's Liability ............................................       53

14. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES ..................................       53
    14.1 Registration of Notes .....................................................       53
    14.2 Transfer and Exchange of Notes ............................................       53
    14.3 Replacement of Notes ......................................................       54

15. PAYMENTS ON NOTES ..............................................................       54

16. EXPENSES, ETC ..................................................................       55

17. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT ...................       56

18. AMENDMENT AND WAIVER ...........................................................       56
    18.1 Requirements ..............................................................       56
    18.2 Solicitation of Holders of Notes ..........................................       57
    18.3 Binding Effect, etc .......................................................       57
    18.4 Notes held by Company, etc ................................................       57
    18.5 Releases of Guarantees and Liens ..........................................       58
</TABLE>


                                      iii
<PAGE>

<TABLE>
<S>                                                                                        <C>
19. NOTICES ........................................................................       58

20. REPRODUCTION OF DOCUMENTS ......................................................       58

21. CONFIDENTIAL INFORMATION .......................................................       59

22. SUBSTITUTION OF PURCHASER ......................................................       60

23. MISCELLANEOUS ..................................................................       60
    23.1 Successors and Assigns ....................................................       60
    23.2 Severability ..............................................................       60
    23.3 Construction ..............................................................       60
    23.4 Counterparts ..............................................................       61
    23.5 Governing Law .............................................................       61
    23.6 Submission to Jurisdiction ................................................       61
    23.7 Judgment Currency .........................................................       62
    23.8 Effectiveness of Security Documents .......................................       62
</TABLE>

         SCHEDULE A-1         --   Commitments of and Information Relating to
                                   Purchasers, First Funding
         SCHEDULE A-2         --   Commitments of and Information Relating to
                                   Purchasers, Second Funding
         SCHEDULE B           --   Defined Terms
         SCHEDULE C           --   Mortgaged Properties
         SCHEDULE D           --   Acquisition Adjustments
         SCHEDULE 5.4         --   Consents, Authorizations, Filings and Notices
         SCHEDULE 5.11        --   Use of Proceeds
         SCHEDULE 5.18(a)     --   UCC Filing Jurisdictions
         SCHEDULE 5.18(b)-1   --   Mortgage Filing Jurisdictions
         SCHEDULE 5.18(b)-2   --   Owned and Leased Real Property
         SCHEDULE 5.28        --   Indebtedness
         SCHEDULE 9.2(b)(iii) --   Permitted Existing Indebtedness
         SCHEDULE 9.3(f)      --   Permitted Existing Liens

         EXHIBIT A   --    Form of Floating Rate Series A Senior Secured Note
         EXHIBIT B   --    Form of Fixed Rate Series B Senior Secured Note
         EXHIBIT C   --    Form of Security Agreement
         EXHIBIT D   --    Form of Mortgage
         EXHIBIT E   --    Form of Collateral Agency Agreement
         EXHIBIT F   --    Form of Opinion of Counsel for the Company
         EXHIBIT G   --    Form of Opinion of General Counsel for the Company
         EXHIBIT H   --    Form of Opinion of General Counsel for The Williams
                           Companies
         EXHIBIT I   --    Form of Opinion of Counsel for the Purchasers
         EXHIBIT J   --    Form of Closing Certificate
         EXHIBIT K   --    Form of Compliance Certificate
         EXHIBIT L   --    Form of Omnibus Agreement Amendment
         EXHIBIT M   --    Form of General Partner LLC Agreement Amendment


                                       iv
<PAGE>

         EXHIBIT N   --    Form of Guarantor Partnership Agreement Amendment
         EXHIBIT O   --    Form of The Williams Companies Officer Certificate


                                       v
<PAGE>

         Floating Rate Series A Senior Secured Notes due October 7, 2007
          Fixed Rate Series B Senior Secured Notes due October 7, 2007

                                                                 October 1, 2002

TO THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A-1
AND SCHEDULE A-2:

Ladies and Gentlemen:

      Each of Williams Pipe Line Company, LLC, a Delaware limited liability
company (the "COMPANY"), Williams Energy Partners L.P., a Delaware limited
partnership (the "GUARANTOR"), and Williams GP LLC, a Delaware limited liability
company and its successors and assigns, including a newly organized Delaware
limited liability company to be formed and to which the general partner interest
and incentive distribution rights in the Guarantor held by Williams GP LLC will
be transferred (the "GENERAL PARTNER"), agrees as follows:

1.    AUTHORIZATION OF NOTES.

      The Company will authorize the issue and sale of:

      (a) up to $200,000,000 aggregate principal amount of its Floating Rate
Series A Senior Secured Notes due October 7, 2007 (the "SERIES A NOTES", such
term to include the Series A-1 Notes and Series A-2 Notes described below and
any such notes issued in substitution therefor pursuant to Section 14 of this
Agreement;) and

      (b) up to $340,000,000 aggregate principal amount of its Fixed Rate Series
B Senior Secured Notes due October 7, 2007 (the "SERIES B NOTES", such term to
include the Series B-1 Notes, the Series B-2A Notes and the Series B-2B Notes
described below and any such notes issued in substitution therefor pursuant to
Section 14 of this Agreement).

      The Series A Notes shall be issued in two series, the Series A-1 Notes
(the "SERIES A-1 NOTES") and the Series A-2 Notes (the "SERIES A-2 NOTES"), on
the Initial Closing Date and the Subsequent Closing Date, respectively. The
Series B Notes shall be issued in three series; the Series B-1 Notes (the
"SERIES B-1 NOTES") shall be issued on the Initial Closing Date, and the Series
B-2A Notes (as defined below) and the Series B-2B Notes (as defined below) shall
be issued on the Subsequent Closing Date. The Series A Notes and Series B Notes
shall be substantially in the form set out in Exhibit A and Exhibit B,
respectively, with such changes therefrom, if any, as may be approved by the
Purchasers and the Company. The Series A Notes and Series B Notes are
collectively referred to herein as the "NOTES", and individually as a "NOTE".
Certain capitalized terms used in this Agreement are defined in Schedule B;
references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement.

<PAGE>
                                                                               2


      The Company is a direct subsidiary of the Guarantor, which owns 100% of
the membership interests in the Company. Pursuant to Section 10 below (the
"GUARANTEE"), the Guarantor will guarantee to the holders of the Notes, (i) the
full and prompt payment of the principal of and interest, the Prepayment
Premium, the Make-Whole Amount and other amounts owing, if any, on the Notes
from time to time outstanding, as and when such payments become due and payable
(including interest on overdue payments of principal, interest, the Prepayment
Premium and the Make-Whole Amount at the rate set forth in the Notes), (ii) the
full and prompt payment of all attorneys' fees, costs and expenses of collection
incurred by the holders of such Notes in connection with the enforcement of the
Guarantee and (iii) if the Guarantor shall fail to make any payment required to
be made by it to any holder of any Note under Section 10 hereof on the date such
payment is due thereunder, full and prompt payment of the interest on the amount
of such payment, at the rate of interest then in effect with respect to overdue
payments of principal or interest on the Notes concerned, from the date such
payment was required to be made until the same is actually paid to such holder.

2.    SALE AND PURCHASE OF NOTES.

      Subject to the terms and conditions of this Agreement, the Company will
issue and sell to each Purchaser, and each Purchaser severally commits to
purchase from the Company, at the times provided for in Section 3, Notes in the
principal amount specified opposite such Purchaser's name in Schedule A-1 and
Schedule A-2 (collectively, its "COMMITMENT"; together with the Commitment of
each other Purchaser, the "COMMITMENTS") at the purchase price of 100% of the
principal amount thereof. Each Purchaser's Commitment hereunder is a several and
not joint obligation, and no Purchaser shall have any obligation or liability to
any Person for the performance or non-performance by any other Purchaser
hereunder.

3.    CLOSINGS.

      The sale and purchase of the Notes shall occur as follows:

      (a) The sale and purchase of Series A-1 Notes and Series B-1 Notes in an
aggregate principal amount of up to $420,000,000 to be purchased by the
Purchasers shall occur at the offices of Simpson Thacher & Bartlett, 425
Lexington Avenue, New York, New York 10017, at 10:00 a.m., New York City time,
at a closing (the "INITIAL CLOSING") on November 12, 2002 or on such other
Business Day thereafter on or prior to November 27, 2002 as may be agreed upon
by the Company and the Purchasers in writing (the "INITIAL CLOSING DATE"); and

      (b) The sale and purchase of Series A-2 Notes and Series B-2 Notes (as
defined below) in an aggregate principal amount of up to the remaining balance
of the aggregate Commitments to be purchased by the Purchasers shall occur at
the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, New York, New
York 10017, at 10:00 a.m., New York City time, at a single closing (the
"SUBSEQUENT CLOSING", together with the Initial Closing, the "CLOSINGS" and each
a "CLOSING") to be held on the tenth calendar day (or, if such date is not a
Business Day, the next succeeding Business Day) following the giving of written
notice by the Company to the Purchasers of the date of the Subsequent Closing
(the "SUBSEQUENT CLOSING DATE") and the principal amount of Series A-2 Notes and
Series B-2 Notes to be issued at the Subsequent Closing; provided, however, that
the Subsequent Closing shall in any event occur on

<PAGE>
                                                                               3


or prior to December 31, 2002. Commitments not utilized on or prior to December
31, 2002 shall automatically terminate.

      The interest rate applicable to the Series A-1 Notes to be sold at the
Initial Closing and the Series A-2 Notes to be sold at the Subsequent Closing
shall be determined on the second Business Day prior to the Initial Closing Date
and Subsequent Closing Date, respectively, and shall be set based on the
Six-Month LIBOR Rate then in effect plus the greater of (a) 425 basis points
(4.25%) and (b) such margin as is necessary so that the interest rate on the
Series A Notes shall equal the swap-adjusted equivalent of the weighted average
interest rate on the Series B Notes issued at the same Closing. On each Interest
Payment Date (as defined in the Series A Notes), the Company shall provide the
Cash Escrow Agent with written notice of the Interest Rate (as defined in the
Series A Notes) on the Series A Notes for the then current six-month interest
period.

      The interest rate applicable to the Series B-1 Notes shall be 7.67%. The
interest rate applicable to the Series B-2 Notes shall be equal to the yield on
the five-year United States Treasury Bond plus 470 basis points (4.70%) as
determined on the second Business Day prior to the Subsequent Closing Date (the
"SERIES B-2A NOTES"); provided, however, that on or prior to November 4, 2002,
each Purchaser shall be entitled to elect that the interest rate with respect to
the Series B-2 Notes to be purchased by it at the Subsequent Closing shall
instead be determined based on the yield on the five-year United States Treasury
Bond as of the close of trading on October 31, 2002 (the "SERIES B-2B NOTES";
together with the Series B-2A Notes, the "SERIES B-2 NOTES").

      Notes to be sold by the Company at each Closing shall be allocated between
Purchasers of the Series A Notes and the Purchasers of the Series B Notes pro
rata in accordance with the Purchasers' Commitments.

      At each Closing the Company will deliver the Notes to be purchased by each
Purchaser in the form of a single Note dated the date of such Closing and
registered in such Purchaser's name (or in the name of its nominee), against
delivery by such Purchaser to the Company or its order of immediately available
funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to account number
5572665 at Bank One Chicago, ABA 071000013. Upon the request of any Purchaser,
the Company shall deliver two or more notes to such Purchaser each having
denominations of at least $1,000,000 which together equal the amount of such
Purchaser's investment on such Closing Date. If at either Closing the Company
shall fail to tender such Notes to each Purchaser as provided above in this
Section 3, or any of the conditions specified in Sections 4.1, 4.2 or 4.3 shall
not have been fulfilled to any Purchaser's satisfaction, such Purchaser shall,
at its election, be relieved of its Commitment with respect to such Closing and
from all further obligations under this Agreement, without thereby waiving any
rights it may have by reason of such failure or such nonfulfillment.

<PAGE>
                                                                               4


4.    CONDITIONS TO THE COMMITMENTS AND THE CLOSINGS.

4.1   CONDITIONS PRECEDENT TO EFFECTIVENESS OF THE COMMITMENTS.

      Each Purchaser's Commitment is subject to the fulfillment to its
satisfaction of the following conditions precedent:

      (a) Note Purchase Agreement; Security Agreement; Collateral Agency
Agreement; Mortgages. The Purchasers shall have received this Agreement,
executed and delivered by the General Partner, Guarantor and the Company. The
Collateral Agent shall have received (i) the Security Agreement, executed and
delivered by the Guarantor, the Company and the Collateral Agent, (ii) the
Collateral Agency Agreement, executed and delivered by the Purchasers, the
Guarantor, the Company and the Collateral Agent and (iii) a Mortgage with
respect to each Mortgaged Property, executed and delivered by the Company in
favor of the Collateral Agent for the benefit of the holders of the Notes.

      (b) Representations and Warranties. Each of the representations and
warranties of the General Partner, the Guarantor and the Company contained in
the Note Purchase Documents shall be true and correct on and as of the date
hereof.

      (c) No Default. No Default or Event of Default shall have occurred and be
continuing on the date hereof.

      (d) Financial Statements. Each Purchaser shall have received (i) audited
consolidated financial statements of the Guarantor and audited financial
statements of the Company for the 2000 and 2001 fiscal years and (ii) unaudited
interim financial statements of each of the Guarantor (consolidated) and the
Company for each fiscal quarter ended after the date of the latest applicable
financial statements delivered pursuant to clause (i) of this paragraph as to
which such financial statements are available, and such financial statements
shall not, in any Purchaser's reasonable judgment, reflect the occurrence of any
Material Adverse Effect since June 30, 2002.

      (e) Approvals. All governmental and material third party approvals
necessary in connection with the continuing operations of the Guarantor and the
Company and the transactions contemplated to occur on the Initial Closing Date
shall have been obtained and be in full force and effect; and all notices
necessary to be given in connection with the continuing operations of the
Company and the transactions contemplated to occur on the Initial Closing Date
shall have been given and be in full force and effect except for those notices
(i) which are customarily given after the Initial Closing Date and (ii) as to
which the failure to give such notice would not in the aggregate have a Material
Adverse Effect.

      (f) Lien Searches. Each Purchaser shall have received the results of any
Lien search it shall have requested, and such search shall reveal no Liens on
any of the assets of the Company except for Liens permitted by Section 9.3 or
discharged on or prior to the date hereof pursuant to documentation satisfactory
to such Purchaser.

      (g) Pledged Stock; Stock Powers; Pledged Notes. The Collateral Agent shall
have received (i) any certificates representing the shares of Capital Stock of
the Company pledged by

<PAGE>
                                                                               5


the Guarantor pursuant to the Security Agreement, together with an undated stock
power for each such certificate executed in blank by a duly authorized officer
of the pledgor thereof and (ii) each promissory note (if any) pledged to the
Collateral Agent pursuant to the Security Agreement endorsed (without recourse)
in blank (or accompanied by an executed transfer form in blank) by the pledgor
thereof.

      (h) Services Agreement. The Purchasers shall have received the Services
Agreement, duly executed by Williams Petroleum Services, LLC, Williams Energy
Services, LLC and the General Partner (the "SERVICES AGREEMENT"), in form and
substance reasonably satisfactory to each Purchaser.

      (i) General Partner LLC Agreement Amendment. The General Partner LLC
Agreement shall have been amended in form and substance reasonably satisfactory
to the Purchasers to provide that the General Partner shall not be authorized or
permitted to, without the prior written consent of a majority of the Independent
Directors (and no such actions shall be taken or authorized unless there are at
least three Independent Directors then serving in such capacity), (i) file or
consent to the filing of any bankruptcy, insolvency or reorganization petition
naming the General Partner as debtor or otherwise institute bankruptcy or
insolvency proceedings by or against the General Partner or otherwise seek, with
respect to the General Partner, relief from debts or the protection from
creditors generally, (ii) seek or consent to the appointment of a receiver,
liquidator, conservator, assignee, trustee, sequestrator, custodian or any
similar official for the General Partner or all or any substantial portion of
any of its properties, (iii) make or consent to a general assignment for the
benefit of its creditors. In acting or otherwise voting on the matters referred
to in this Section 4.1(i), to the fullest extent permitted by law, including
Section 18-1101(c) of the Delaware Limited Liability Company Act, as amended
from time to time, the Independent Directors shall consider only the interests
of the General Partner including its respective creditors.

      (j) Omnibus Agreement Amendment. The Omnibus Agreement shall have been
amended substantially in the form of Exhibit L.

      (k) General Partner Bank Account. The Purchasers shall have received
evidence that the General Partner shall have opened a bank deposit account (the
"GENERAL PARTNER BANK ACCOUNT") in its own name.

      (l) Purchaser Credit Approval. Each Purchaser shall have received any
internal credit approval required in respect to its purchase of the Notes.

4.2   CONDITIONS PRECEDENT TO THE INITIAL CLOSING.

      Each Purchaser's obligation to purchase and pay for the Series A-1 Notes
or Series B-1 Notes to be sold to it at the Initial Closing is subject to the
fulfillment to such Purchaser's satisfaction, prior to or at the Initial
Closing, of the conditions precedent contained in Section 4.1 and of the
following conditions precedent:

      (a) Sale of Other Notes. Contemporaneously with the Initial Closing, the
Company shall have sold to the other Purchasers, and the other Purchasers shall
have purchased, the

<PAGE>
                                                                               6


Series A-1 Notes and Series B-1 Notes to be purchased by them at the Initial
Closing in accordance with the amounts set forth in Schedule A-1.

      (b) Legal Opinions. The Purchasers shall have received the following
executed legal opinions:

            (i) the legal opinion of Vinson & Elkins, counsel to the General
            Partner, the Guarantor and the Company, substantially in the form of
            Exhibit F;

            (ii) the legal opinion of Craig Rich, general counsel of the General
            Partner, the Guarantor and the Company, substantially in the form of
            Exhibit G;

            (iii) the legal opinion of William G. von Glahn, general counsel of
            The Williams Companies, substantially in the form of Exhibit H;

            (iv) the legal opinion of Richards, Layton & Finger, Delaware
            special counsel to the Company;

            (v) the legal opinion of local counsel in each of the jurisdictions
            where real property of the Company is located; and

            (vi) the legal opinion of Simpson Thacher & Bartlett, counsel to the
            Purchasers substantially in the form of Exhibit I.

Each such legal opinion shall cover such other matters incident to the
transactions contemplated by this Agreement as the Purchasers may reasonably
require.

      (c) Formation Agreement Amendments. The General Partner LLC Agreement and
the Guarantor Partnership Agreement shall have been amended substantially in the
forms of Exhibit M and Exhibit N, respectively (collectively, the "FORMATION
AGREEMENT AMENDMENTS").

      (d) Closing Certificate; Certified Certificate of Incorporation; Good
Standing Certificates. The Purchasers shall have received a certificate of each
of the General Partner, the Guarantor and the Company, dated the Initial Closing
Date, substantially in the form of Exhibit J, with appropriate insertions and
attachments, including (i) the certificate of formation of such entity certified
by the relevant authority of the jurisdiction of its formation, (ii) the
Formation Agreement of such entity and (iii) a good standing certificate for
such entity, if available, from its jurisdiction of organization.

      (e) Representations and Warranties. Each of the representations and
warranties made by the General Partner, the Guarantor and the Company pursuant
to Section 5 of this Agreement or contained in any other Note Purchase Document
shall be true and correct on and as of the Initial Closing Date as if made on
and as of such date other than those representations and warranties that
expressly relate solely to a specific date, which shall be remain true and
correct as of such earlier date.

<PAGE>
                                                                               7


      (f) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the purchase of Notes on the
Initial Closing Date.

      (g) Repayment of Bridge Financing. The Purchasers shall have received
satisfactory evidence that the $700,000,000 Senior Loan Facility by and among
the Company and the Guarantor, as Co-Borrowers, Bank of America, N.A., as
administrative agent, and the lenders party thereto shall have been terminated
and all amounts outstanding thereunder shall have been paid in full with the
proceeds of the Notes issued at the Initial Closing.

      (h) Private Placement Number. A Private Placement number issued by
Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Series A-1 Notes and Series B-1 Notes.

      (i) Expenses. The Purchasers shall have received all expenses for which
invoices have been presented (including the reasonable fees and expenses of
external legal counsel to Purchasers), on or before the Initial Closing Date. No
fee shall be paid to any Purchaser by the Company or any of its Affiliates
unless the same fee shall have been offered to each other Purchaser. All such
amounts will be paid with proceeds of Notes sold on the Initial Closing Date and
will be reflected in the funding instructions given by the Company to the
Purchasers on or before the Initial Closing Date.

      (j) Responsible Officer Certificate. The Purchasers shall have received a
certificate from a Responsible Officer of each of the General Partner, the
Guarantor and the Company, dated the Initial Closing Date, (i) stating that (A)
the representations and warranties made by the General Partner, the Guarantor or
the Company pursuant to Section 5 of this Agreement or contained in any other
Note Purchase Document shall be true and correct on and as of the Initial
Closing Date as if made on and as of such date and (B) no Default or Event of
Default shall have occurred and be continuing on such date or after giving
effect to the purchase of Notes on the Initial Closing Date, and (ii) in the
case of the Guarantor and the Company, setting forth in reasonable detail a
calculation demonstrating compliance with the covenants set forth in Section 9.1
after giving effect to the issuance of the Notes on the Initial Closing Date on
a pro forma basis.

      (k) Filings, Registrations and Recordings. Each document (including any
Uniform Commercial Code financing statement) required by the Security Documents
or under law or reasonably requested by the Purchasers to be filed, registered
or recorded in order to create in favor of the Collateral Agent, for the benefit
of the holders of the Notes, a perfected Lien on assets representing at least
95% of the aggregate value of the Collateral, prior and superior in right to any
other Person (other than with respect to Liens expressly permitted by Section
9.3), shall be in proper form for filing, registration or recordation, and shall
have been filed in the correct filing offices. In addition, the Company shall
have paid all filing and recording fees and all costs and expenses in connection
with the Security Documents, including those of the Collateral Agent and its
counsel.

<PAGE>
                                                                               8


      (l) Insurance. The Purchasers shall have received insurance certificates,
endorsements and reports satisfying the requirements of Section 8.5.

      (m) Each Purchaser's purchase of Notes shall (a) be permitted by the laws
and regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as Section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without restriction
as to the character of the particular investment, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject such
Purchaser to any tax, penalty or liability under or pursuant to any applicable
law or regulation, which law or regulation was not in effect on the date hereof.
If requested by any Purchaser, such Purchaser shall have received an officer's
certificate from the Company certifying as to such matters of fact as such
Purchaser may reasonably specify to enable such Purchaser to determine whether
such purchase is so permitted.

      (n) Neither the Guarantor nor the Company shall have changed its
jurisdiction of organization or been a party to any merger or consolidation or
shall have succeeded to all or any substantial part of the liabilities of any
other entity, at any time following the date of the most recent financial
statements delivered.

      (o) The Purchasers shall have received a certificate from a Responsible
Officer of The Williams Companies, dated the Initial Closing Date, substantially
in the form of Exhibit O ("THE WILLIAMS COMPANIES OFFICER CERTIFICATE").

      (p) The general partner interest of Williams GP LLC shall have been
transferred to a newly organized Delaware limited liability company, and such
newly organized Delaware limited liability company shall have been admitted as
the general partner of the Guarantor pursuant to the General Partnership
Agreement and shall have agreed to assume the rights and duties of the general
partner under the Guarantor Partnership Agreement, and Williams GP LLC shall
have withdrawn as a general partner of the Guarantor.

      (q) All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents, instruments and
legal matters incident to such transactions shall be satisfactory to each
Purchaser and each Purchaser's counsel, and each Purchaser and such counsel
shall have received all such counterpart originals or certified or other copies
of such documents as each Purchaser or such counsel may reasonably request.

4.3   CONDITIONS PRECEDENT TO THE SUBSEQUENT CLOSING.

      Each Purchaser's obligation to purchase and pay for the Series A-2 Notes
or Series B-2 Notes to be sold to it at the Subsequent Closing is subject to the
fulfillment to such Purchaser's satisfaction, prior to or at the Subsequent
Closing, of the conditions precedent contained in Section 4.1 and 4.2 and of the
following conditions precedent:

<PAGE>
                                                                               9


      (a) Acquisition, etc. If the Subsequent Closing shall be for an amount in
excess of $60,000,000:

            (i) (A) the Company shall have completed the acquisition from Tesoro
            of its 430-mile pipeline system extending between Mandan, North
            Dakota and Minneapolis, Minnesota and four related terminals for up
            to $115,000,000 on terms and conditions reasonably satisfactory to
            the Purchasers (the "ACQUISITION"); (B) Tesoro shall have affirmed
            that all of the representations and warranties of Tesoro contained
            in the Acquisition Documentation shall be true and correct in all
            material respects; and (C) all governmental and material third party
            approvals necessary in connection with the Acquisition and the
            Acquisition financing contemplated hereby shall have been obtained
            and be in full force and effect, and all applicable waiting periods
            shall have expired without any action being taken or threatened by
            any competent authority that would restrain, prevent or otherwise
            impose adverse conditions on the Acquisition or the financing
            contemplated hereby.

            (ii) Lien Searches. Each Purchaser shall have received the results
            of any Lien search it shall have requested relating to assets
            acquired in the Acquisition, and such search shall reveal no Liens
            on any such assets except for Liens permitted by Section 9.3 or
            discharged on or prior to the Subsequent Closing Date pursuant to
            documentation satisfactory to such Purchaser.

            (iii) Filings, Registrations and Recordings. Each document
            (including any mortgage agreement or Uniform Commercial Code
            financing statement) required by Section 8.13 of this Agreement, the
            Security Documents or under law or requested by the Purchasers to be
            filed, registered or recorded in order to create in favor of the
            Collateral Agent, for the benefit of the holders of the Notes, a
            perfected Lien on substantially all of the assets acquired in
            connection with the Acquisition, prior and superior in right to any
            other Person (other than with respect to Liens expressly permitted
            by Section 9.3), shall have been filed concurrently with the
            Subsequent Closing.

            (iv) Local Counsel Legal Opinion. The Purchasers shall have received
            the legal opinion of local counsel in each of the jurisdictions
            where real property acquired in the Acquisition is located.

      (b) Sale of Other Notes. Contemporaneously with the Subsequent Closing,
the Company shall have sold to the other Purchasers, and the other Purchasers
shall have purchased, the Series A-2 Notes and Series B-2 Notes to be purchased
by them at the Subsequent Closing in accordance with the amounts set forth in
Schedule A-2.

      (c) Representations and Warranties. Each of the representations and
warranties made by the General Partner, the Guarantor and the Company pursuant
to Section 5 of this Agreement or contained in any the Note Purchase Document
shall be true and correct on and as of the Subsequent Closing Date, after giving
effect to the Acquisition and the purchase of Notes on the Subsequent Purchase
Date, as if made on and as of such date other than those representations and

<PAGE>
                                                                              10


warranties that expressly relate solely to a specific date, which shall be true
and correct as of such earlier date.

      (d) No Default. No Default or Event of Default shall have occurred and be
continuing on such date or after giving effect to the Acquisition and the
purchase of the Notes on the Subsequent Closing Date.

      (e) Legal Opinions. The Purchasers shall have received the following
executed legal opinions:

            (i) the legal opinion of Vinson & Elkins, counsel to the General
            Partner, the Guarantor and the Company;

            (ii) the legal opinion of Craig Rich, general counsel of the General
            Partner, the Guarantor and the Company; and

            (iii) the legal opinion of Simpson Thacher & Bartlett, counsel to
            the Purchasers.

Each such legal opinion shall cover such matters as are relevant to the
enforceability of the Notes issued on the Subsequent Closing Date and, in the
case of clause (ii), the valid existence and good standing of the General
Partner, the Guarantor and the Company on the Subsequent Closing Date and, in
the case of the Guarantor and the Company, their authority to issue and deliver
the Notes and the Guarantee to be issued on the Subsequent Closing Date.

      (f) Private Placement Number. A Private Placement number issued by
Standard & Poor's CUSIP Service Bureau (in cooperation with the Securities
Valuation Office of the National Association of Insurance Commissioners) shall
have been obtained for the Series A-2 Notes, the Series B-2A Notes and the
Series B-2B Notes to be issued and sold on the Subsequent Closing Date.

      (g) Expenses. The Purchasers shall have received all expenses for which
invoices have been presented (including the reasonable fees and expenses of
external legal counsel to the Purchasers), on or before the Subsequent Closing
Date. Except as reflected in the terms of the Notes, no fee shall be paid to any
Purchaser unless the same fee shall have been offered to each other Purchaser.
All such amounts will be paid with proceeds of Notes sold on the Subsequent
Closing Date and will be reflected in the funding instructions given by the
Company to the Purchasers on or before the Subsequent Closing Date. In addition,
the Company shall have paid all filing and recording fees and all costs and
expenses in connection with any new Mortgages.

      (h) Responsible Officer Certificate. The Purchasers shall have received a
certificate from a Responsible Officer of each of the General Partner, the
Guarantor and the Company, dated the Subsequent Closing Date, (i) stating that
(A) the representations and warranties made by the General Partner, the
Guarantor or the Company pursuant to Section 5 of this Agreement or contained in
any other Note Purchase Document shall be true and correct on and as of the
Subsequent Closing Date as if made on and as of such date and (B) no Default or
Event of Default shall have occurred and be continuing on such date or after
giving effect to the Acquisition and the purchase of Notes on the Subsequent
Closing Date, and (ii) in the case of the

<PAGE>
                                                                              11


Guarantor and the Company, setting forth in reasonable detail a calculation
demonstrating compliance with the covenants set forth in Section 9.1 after
giving effect to the Acquisition, if applicable, and the issuance of the Notes
on the Subsequent Closing Date on a pro forma basis.

      (i) Each Purchaser's purchase of Notes shall (a) be permitted by the laws
and regulations of each jurisdiction to which such Purchaser is subject, without
recourse to provisions (such as Section 1405(a)(8) of the New York Insurance
Law) permitting limited investments by insurance companies without restriction
as to the character of the particular investment, (b) not violate any applicable
law or regulation (including, without limitation, Regulation T, U or X of the
Board of Governors of the Federal Reserve System) and (c) not subject such
Purchaser to any tax, penalty or liability under or pursuant to any applicable
law or regulation, which law or regulation was not in effect on the date hereof.
If requested by any Purchaser, such Purchaser shall have received an officer's
certificate from the Company certifying as to such matters of fact as such
Purchaser may reasonably specify to enable such Purchaser to determine whether
such purchase is so permitted.

      (j) Neither the Guarantor nor the Company shall have changed its
jurisdiction of incorporation or been a party to any merger or consolidation or
shall have succeeded to all or any substantial part of the liabilities of any
other entity, at any time following the date of the most recent financial
statements delivered.

      (k) All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents, instruments and
legal matters incident to such transactions shall be satisfactory to each
Purchaser and each Purchaser's counsel, and each Purchaser and such counsel
shall have received all such counterpart originals or certified or other copies
of such documents as each Purchaser or such counsel may reasonably request.

5.    REPRESENTATIONS AND WARRANTIES.

      The General Partner, the Guarantor and the Company jointly and severally
represent and warrant to the Purchasers that:

5.1   FINANCIAL CONDITION.

      (a) The unaudited pro forma balance sheet of the Company as at June 30,
2002 (including the notes thereto) (the "PRO FORMA BALANCE SHEET"), copies of
which have heretofore been furnished to each Purchaser, has been prepared giving
effect (as if such events had occurred on such date) to (i) the consummation of
the Acquisition, (ii) the Notes to be sold to the Purchasers on the Initial
Closing Date and Subsequent Closing Date and the use of proceeds thereof and
(iii) the payment of fees and expenses in connection with the foregoing. The Pro
Forma Balance Sheet has been prepared based on the best information available to
the Company as of the date of delivery thereof, and presents fairly on a pro
forma basis the combined financial position of Company and Tesoro as of June 30,
2002, assuming that the events specified in the preceding sentence had actually
occurred at such date. None of the General Partner, the Guarantor or the Company
is aware of any fact or circumstance that would result in the Pro Forma Balance
Sheet being inaccurate as of the date hereof.

<PAGE>
                                                                              12


      (b) The audited consolidated balance sheet of the Guarantor as of December
31, 2000 and December 31, 2001, and the related consolidated statements of
income and of cash flows for the fiscal years ended on such dates, as reported
on by and accompanied by an unqualified report from Ernst & Young LLP, presents
fairly the consolidated financial condition of the Guarantor and its
Subsidiaries as of such date, and the consolidated results of its operations and
cash flows for the respective fiscal years then ended. The audited balance
sheets of the Company as of December 31, 2000 and December 31, 2001, and the
related statements of income and of cash flows for the fiscal years ended on
such dates, present fairly the financial condition of the Company as at such
date, and the results of its operations and its cash flows for the respective
fiscal years then ended. The unaudited consolidated balance sheet of the
Guarantor and its Subsidiaries as of June 30, 2002, and the related unaudited
consolidated statement of income and cash flows for the six-month period ended
on such date, presents fairly the consolidated financial condition the Guarantor
as of such date, and the consolidated results of their operations and
consolidated cash flows for the six-month period then ended (subject to normal
year-end audit adjustments). The unaudited balance sheet of the Company as at
June 30, 2002, and the related unaudited statement of income and cash flows for
the six-month period ended on such date, presents fairly the financial condition
of the Company as at such date, and the results of its operations and its
consolidated cash flows for the six-month period then ended (subject to normal
year-end audit adjustments). All such financial statements, including the
related schedules and notes thereto, have been prepared in accordance with GAAP
applied consistently throughout the periods involved (except as approved by the
aforementioned firm of accountants and disclosed therein). Neither the Guarantor
(on a consolidated basis) nor the Company has any material Guarantee
Obligations, contingent liabilities and liabilities for taxes, or any long-term
leases or unusual forward or long-term commitments, including any interest rate
or foreign currency swap or exchange transaction or other obligation in respect
of derivatives, that are not reflected in the most recent financial statements
referred to in this paragraph. During the period from June 30, 2002 to and
including the date hereof there has been no Disposition by either the Guarantor
(on a consolidated basis) or the Company of any material part of its business or
property.

5.2   NO CHANGE.

      Since June 30, 2002, there has been no development or event that has had
or could reasonably be expected to have a Material Adverse Effect.

5.3   EXISTENCE; COMPLIANCE WITH LAW.

      Each of the General Partner, the Guarantor and the Company (a) is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization, (b) has the power and authority, and the legal
right, to own and operate its property, to lease the property it operates as
lessee and to conduct the business in which it is currently engaged, (c) is duly
qualified as a foreign corporation or entity and in good standing under the laws
of each jurisdiction where its ownership, lease or operation of property or the
conduct of its business requires such qualification, except as in the aggregate
could not reasonably be expected to have a Material Adverse Effect and (d) is in
compliance with all Requirements of Law except to the extent that the failure to
comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.

<PAGE>
                                                                              13


5.4   POWER; AUTHORIZATION; ENFORCEABLE OBLIGATIONS.

      Each of the General Partner, the Guarantor and the Company has the power
and authority to make, deliver and perform the Note Purchase Documents to which
it is a party and, in the case of the Company, to sell the Notes pursuant to the
terms and conditions of this Agreement. Each of the General Partner, the
Guarantor and the Company has taken all necessary organizational action to
authorize the execution, delivery and performance of the Note Purchase Documents
to which it is a party and, in the case of the Company, to authorize the sale of
the Notes on the terms and conditions of this Agreement. No consent or
authorization of, filing with, notice to or other act by or in respect of, any
Governmental Authority or any other Person is required in connection with the
sale of Notes hereunder or with the execution, delivery, performance, validity
or enforceability of this Agreement or any of the Note Purchase Documents,
except (i) consents, authorizations, filings and notices described in Schedule
5.4, which consents, authorizations, filings and notices have been obtained or
made and are in full force and effect, (ii) the filings referred to in Section
5.18 and (iii) notices customarily given after the Initial Closing Date for
which the failure to give would not in the aggregate have a Material Adverse
Effect. Each Note Purchase Document has been duly executed and delivered on
behalf of each party thereto. This Agreement constitutes, and each other Note
Purchase Document upon execution by the General Partner, the Guarantor and the
Company, as applicable, will constitute, a legal, valid and binding obligation
of each party thereto, enforceable against each such party in accordance with
its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and by general equitable principles (whether
enforcement is sought by proceedings in equity or at law).

5.5   NO LEGAL BAR.

      The execution, delivery and performance of this Agreement and the other
Note Purchase Documents, the sale of Notes hereunder and the use of the proceeds
thereof will not violate any Requirement of Law or any Contractual Obligation of
the General Partner, the Guarantor or the Company or, as of the Initial Funding
Date, any Contractual Obligation of The Williams Companies listed on Exhibit A
to The Williams Companies Officer Certificate and, as of the Initial Funding
Date, will not result in, or require, the creation or imposition of any Lien on
any of their respective properties or revenues pursuant to any Requirement of
Law or any such Contractual Obligation (other than the Liens created by the
Security Documents). No Requirement of Law or Contractual Obligation applicable
to the General Partner, the Guarantor or the Company, and, as of the Initial
Funding Date, no Contractual Obligation applicable to The Williams Companies
listed on Exhibit A to The Williams Companies Officer Certificate, could
reasonably be expected to have a Material Adverse Effect.

5.6   LITIGATION.

      No litigation, investigation or proceeding of or before any arbitrator or
Governmental Authority is pending or, to the knowledge of the General Partner,
the Guarantor or the Company, threatened by or against the General Partner, the
Guarantor or the Company or against any of their respective properties or
revenues (a) with respect to any of the Note Purchase Documents or

<PAGE>
                                                                              14


any of the transactions contemplated hereby or thereby or (b) that could
reasonably be expected to have a Material Adverse Effect.

5.7   NO DEFAULT.

      None of the General Partner, the Guarantor or the Company is in default
under or with respect to any of its Contractual Obligations in any respect that
could reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred and is continuing.

5.8   OWNERSHIP OF PROPERTY; LIENS.

      The Company has (a) indefeasible record title in fee simple to, or a valid
leasehold or beneficial easement interest in, all real property used or
necessary for the conduct of the Company's business as it is presently
conducted, and (b) except for property covered by Section 5.9 hereof, good title
to, or a valid leasehold interest in, all other property used or necessary for
the conduct of the Company's business as it is presently conducted. No such real
or other property is subject to any Lien except as permitted by Section 9.3.
Except for office space and certain control room facilities located in One
Williams Center, Tulsa, Oklahoma, the Company operates its business without the
use of any material facilities shared with or owned or jointly owned by The
Williams Companies.

5.9   INTELLECTUAL PROPERTY.

      The Company owns, or licenses pursuant to the Omnibus Agreement, all
Intellectual Property necessary for the conduct of its business (including the
operation of its pipeline facilities) as currently conducted. No material claim
has been asserted and is pending by any Person challenging or questioning the
Company's use or ownership of any Intellectual Property or the validity or
effectiveness of any Intellectual Property, nor does the General Partner, the
Guarantor or the Company know of any valid basis for any such claim. The use of
Intellectual Property by the Company does not infringe on the rights of any
Person in any material respect.

5.10  TAXES.

      Each of the Guarantor and the Company has filed or caused to be filed all
Federal, state and other material tax returns that are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any
assessments made against it or any of its property and all other taxes, fees or
other charges imposed on it or any of its property by any Governmental Authority
(other than any the amount or validity of which are currently being contested in
good faith by appropriate proceedings and with respect to which reserves in
conformity with GAAP have been provided on the books of the Guarantor or the
Company, as applicable); no tax Lien has been filed, and, to the knowledge of
the Guarantor and the Company, no claim is being asserted, with respect to any
such tax, fee or other charge.

5.11  FEDERAL REGULATIONS.

      The Company will apply the proceeds of the sale of the Notes to prepay
existing Indebtedness in accordance with Schedule 5.11, to finance the
Acquisition and directly or indirectly for other general corporate purposes and
capital expenditures as described in the

<PAGE>
                                                                              15


Supplied Confidential Information. No part of the proceeds from the sale of the
Notes hereunder will be used, directly or indirectly, for the purpose of buying
or carrying any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 207), or for the purpose of
buying or carrying or trading in any securities under such circumstances as to
involve the Company in a violation of Regulation X of such Board (12 CFR 224) or
to involve any broker or dealer in a violation of Regulation T of such Board (12
CFR 220). Margin stock does not constitute more than 10% of the value of the
consolidated assets of the General Partner, the Guarantor or Company and none of
the General Partner, the Guarantor or the Company has the present intention that
margin stock will constitute more than 10% of the value of such assets. As used
in this Section, the terms "margin stock" and "purpose of buying or carrying"
shall have the meanings assigned to them in said Regulation U.

5.12  LABOR MATTERS.

      None of the General Partner, the Guarantor or the Company has any
employees. Except as, in the aggregate, could not reasonably be expected to have
a Material Adverse Effect: (a) there are no strikes or other pending labor
disputes involving those employees of The Williams Companies relevant to the
continuing operations of the General Partner, the Guarantor or the Company nor,
to the best of the knowledge of the General Partner, the Guarantor or the
Company, are any such strikes or disputes threatened; (b) to the best of the
knowledge of the General Partner, the Guarantor or the Company, the hours worked
by and payment made to any employees of The Williams Companies which are
relevant to the continuing operations of the General Partner, the Guarantor and
the Company have not been in violation of the Fair Labor Standards Act or any
other applicable Requirement of Law dealing with such matters; and (c) to the
best of the knowledge of the General Partner, the Guarantor or the Company, all
payments due from The Williams Companies on account of employee health and
welfare insurance relating to employees of The Williams Companies which are
relevant to the continuing operations of the General Partner, the Guarantor and
the Company have been paid or accrued as a liability on the books of The
Williams Companies.

5.13  ERISA.

      (a) Except as, individually or in the aggregate, could not reasonably be
expected to have a Material Adverse Effect: (i) Neither a Reportable Event nor
an "accumulated funding deficiency" (within the meaning of Section 412 of the
Code or Section 302 of ERISA) has occurred during the five-year period prior to
the date on which this representation is made or deemed made with respect to any
Plan, and each Plan has complied in all material respects with the applicable
provisions of ERISA and the Code; (ii) no termination of a Single Employer Plan
has occurred resulting in a Lien in favor of the PBGC or a Plan during such
five-year period; (iii) the present value of all accrued benefits under each
Single Employer Plan (based on those assumptions used to fund such Plans) did
not, as of the last annual valuation date prior to the date on which this
representation is made or deemed made, exceed the value of the assets of such
Plan allocable to such accrued benefits; (iv) none of The Williams Companies,
the Company, any Commonly Controlled Entity or an ERISA Affiliate has had a
complete or partial withdrawal from any Multiemployer Plan; (v) neither The
Williams Companies, the Company, any Commonly Controlled Entity or any ERISA
Affiliate would become subject to any liability under ERISA if The Williams
Companies, the Company, any such Commonly Controlled Entity

<PAGE>
                                                                              16


or any ERISA Affiliate were to withdraw completely from all Multiemployer Plans
as of the valuation date most closely preceding the date on which this
representation is made or deemed made; and (vi) no Multiemployer Plan is in
Reorganization or Insolvent.

      (b) The execution and delivery of this Agreement and the issuance and sale
of the Notes hereunder will not involve any transaction that is subject to the
prohibitions of Section 406 of ERISA or in connection with which a tax could be
imposed pursuant to section 4975(c) of the Code. The General Partner, the
Guarantor and the Company, in making this representation, are relying upon the
accuracy of the Purchasers' representations in Section 6.2.

5.14  INVESTMENT COMPANY ACT; OTHER REGULATIONS.

      Neither the General Partner, the Guarantor or the Company is an
"investment company", or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended. Neither
the Guarantor nor the Company is subject to regulation under any Requirement of
Law (other than Regulation X of the Board) that limits its ability to incur
Indebtedness.

5.15  SUBSIDIARIES.

      The Company has no Subsidiaries. There are no outstanding subscriptions,
options, warrants, calls, rights or other agreements or commitments of any
nature relating to any Capital Stock of the Company, except as created by the
Note Purchase Documents.

5.16  ENVIRONMENTAL MATTERS.

      (a) Except as, in the aggregate, could not reasonably be expected to have
a Material Adverse Effect:

            (i) the facilities and properties owned, leased or operated by the
            Company (the "PROPERTIES") do not contain, and have not previously
            contained, any Materials of Environmental Concern in amounts or
            concentrations or under circumstances that constitute or constituted
            a violation of, or could give rise to liability under, any
            applicable Environmental Laws;

            (ii) the Company has not received any written notice of violation,
            alleged violation, non-compliance, liability or potential liability
            regarding environmental matters or compliance with Environmental
            Laws, and is not aware of such notice with regard to any of the
            Properties or the business operated by the Company (the "BUSINESS"),
            nor does the General Partner, the Guarantor or the Company have
            knowledge or reason to believe that any such notice will be received
            or is being threatened;

            (iii) Materials of Environmental Concern have not been transported
            or disposed of from the Properties by the Company or, to the
            knowledge of the General Partner, the Guarantor, or the Company, any
            other person or entity, in violation of, or in a manner or to a
            location that could give rise to liability under, any applicable
            Environmental Laws, nor have any Materials of Environmental

<PAGE>
                                                                              17


            Concern been generated, treated, stored or disposed of by the
            Company or, to the knowledge of the General Partner, the Guarantor,
            or the Company, any other person or entity, at, on or under any of
            the Properties in violation of, or in a manner that could give rise
            to liability under, any applicable Environmental Laws;

            (iv) no judicial proceeding or governmental or administrative action
            is pending or, to the knowledge of the General Partner, the
            Guarantor or the Company, threatened, under any Environmental Laws
            to which the Company is or, to the knowledge of the General Partner,
            the Guarantor or the Company, will be named as a party , nor are
            there any consent decrees or other decrees, consent orders,
            administrative orders , or other administrative or judicial
            requirements imposing obligations that remain pending under any
            Environmental Laws with respect to the Properties or the Business;

            (v) there has been no release or threat of release of Materials of
            Environmental Concern by the Company or, to the knowledge of the
            General Partner, the Guarantor or the Company, otherwise, at or from
            the Properties, or arising from or related to the operations of the
            Company in connection with the Properties or otherwise in connection
            with the Business, in violation of or in amounts or in a manner that
            could give rise to liability under any applicable Environmental
            Laws;

            (vi) the Properties and all operations at the Properties are in
            compliance with all applicable Environmental Laws, and there has
            been no violation of any Environmental Law with respect to the
            Properties or the Business; and

            (vii) none of the General Partner, the Guarantor or the Company has
            assumed any liability of any other Person under Environmental Laws.

For purposes of Section 12 of this Agreement (Events of Default), each of the
foregoing representations and warranties contained in this Section 5.16(a) that
are qualified by the knowledge of any of the General Partner, the Guarantor or
the Company shall be deemed not to be so qualified. For the avoidance of doubt,
it is understood that the Company is in the business of transporting by pipeline
a product that is included within the definition of Materials of Environmental
Concern, and it is agreed that the Company's product being transported by, and
entirely contained in, pipelines and related equipment in accordance with all
applicable Environmental Laws and without releases or threatened releases to the
environment is not, in and of itself, a condition that breaches any of the
representations and warranties in this Section 5.16(a).

      (b) All environmental audits, studies, correspondence and other documents
in the Company's possession or control pertaining to issues that could
reasonably be expected to be material to the Business involving Materials of
Environmental Concern or compliance with applicable Environmental Laws have been
made available to the Purchasers.

<PAGE>
                                                                              18


5.17  ACCURACY OF INFORMATION, ETC.

      No statement or information contained in this Agreement, any other Note
Purchase Document, the Supplied Confidential Information or any other document,
certificate or statement furnished by or on behalf of the General Partner, the
Guarantor or the Company to the Purchasers, or any of them, for use in
connection with the transactions contemplated by this Agreement or the other
Note Purchase Documents, contained as of the date such statement, information,
document or certificate was so furnished (or, in the case of the Supplied
Confidential Information, as of the date of this Agreement), any untrue
statement of a material fact or omitted to state a material fact necessary to
make the statements contained herein or therein not misleading. The projections
and pro forma financial information contained in the materials referenced above
are based upon good faith estimates and assumptions believed by management of
the Company to be reasonable at the time made and on the date hereof, it being
recognized by the Purchasers that such financial information as it relates to
future events is not to be viewed as fact and that actual results during the
period or periods covered by such financial information may differ from the
projected results set forth therein by a material amount.

5.18  SECURITY DOCUMENTS.

      (a) The Security Agreement is effective to create in favor of the
Collateral Agent, for the benefit of the holders of the Notes, a legal, valid
and enforceable security interest in the Collateral described therein and
proceeds thereof. When financing statements and other filings specified on
Schedule 5.18(a) in appropriate form are filed in the offices specified on
Schedule 5.18(a), the Security Agreement shall constitute a fully perfected Lien
on, and security interest in, all right, title and interest of the Guarantor and
Company in the Collateral (to the extent that a Lien can be perfected by filing
under the Uniform Commercial Code as in effect in the applicable jurisdictions),
including the uncertificated Pledged Stock of the Company owned by the
Guarantor, and the proceeds thereof, as security for the Obligations (as defined
in the Security Agreement), in each case prior and superior in right to any
other Person (except, in the case of Collateral other than the Pledged Stock,
Liens permitted by Section 9.3).

      (b) Each of the Mortgages is effective to create in favor of the
Collateral Agent, for the benefit of the holders of the Notes, a legal, valid
and enforceable Lien on the Mortgaged Properties described therein and proceeds
thereof, and when the Mortgages are filed in the offices specified on Schedule
5.18(b)-1, each such Mortgage shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the Company in the
Mortgaged Properties and the proceeds thereof, as security for the Obligations
(as defined in the relevant Mortgage), in each case prior and superior in right
to any other Person, subject to Permitted Liens. Schedule 5.18(b)-2 lists, as of
the Initial Closing Date, each parcel of owned real property (other than
easements) and each leasehold interest in real property located in the United
States and held by the Company.

5.19  SOLVENCY.

      Each of the General Partner, the Guarantor and the Company is, and after
giving effect to the sale of the Notes and the consummation of the Acquisition
will be and will continue to be, Solvent.

<PAGE>
                                                                              19


5.20  REGULATION H.

      No Mortgage encumbers improved real property that is located in an area
that has been designated by the Director of the Federal Emergency Management
Agency as an area having special flood hazards and in which flood insurance has
been made available under the National Flood Insurance Act of 1968 and for which
the appropriate amount of flood insurance coverage has not been obtained by the
Company.

5.21  ACQUISITION DOCUMENTATION.

      The Guarantor and the Company has delivered to the Purchasers a complete
and correct copy of the Acquisition Documentation, including any amendments,
supplements or modifications with respect to any of the foregoing.

5.22  PRIVATE OFFERING BY THE COMPANY.

      None of the General Partner, the Guarantor, the Company or anyone acting
on their behalf has offered the Notes or any similar securities for sale to, or
solicited any offer to buy any of the same from, or otherwise approached or
negotiated in respect thereof with more than 20 other Institutional Investors,
each of which has been offered the Notes at a private sale for investment. None
of the General Partner, the Guarantor, the Company or anyone acting on their
behalf has taken, or will take, any action that would subject the issuance or
sale of the Notes to the registration requirements of Section 5 of the
Securities Act.

5.23  FOREIGN ASSETS CONTROL REGULATIONS, ETC.

      Neither the sale of the Notes by the Company hereunder nor its use of the
proceeds thereof will violate the Trading with the Enemy Act, as amended, or any
of the foreign assets control regulations of the United States Treasury
Department (31 CFR, Subtitle B, Chapter V, as amended) or any enabling
legislation or executive order relating thereto.

5.24  EMINENT DOMAIN AUTHORITY.

      The Company has sufficient eminent domain authority to acquire real
property interests in the property underlying all of its pipeline facilities,
except to the extent that the failure to have such authority could not, in the
aggregate, reasonably be expected to have a Material Adverse Effect.

5.25  TARIFF DISPUTES.

      Neither the Guarantor nor the Company is subject to any pending, or to the
knowledge of the General Partner, the Guarantor or the Company, threatened
actions before any federal, state or local governmental entity (including the
Federal Energy Regulatory Commission or the state utility commissions of
Illinois, Kansas or Oklahoma) to change, challenge or otherwise investigate the
Company's rates or charges.

<PAGE>
                                                                              20


5.26  REGULATORY MATTERS.

      The Company is a pipeline company subject to regulation by the Federal
Energy Regulatory Commission under the Interstate Commerce Act, the Energy
Policy Act and regulations, rules and orders promulgated pursuant thereto.
Except as set forth in the previous sentence, neither Guarantor nor the Company
is subject to regulation as a "public utility holding company," "public utility"
or "public service company" (or similar designation) by any foreign, federal,
state or local governmental entity except solely with respect to health and
safety matters or regulation that could not reasonably be expected to have a
Material Adverse Effect. None of Guarantor, the Company or any of its
"affiliates" is a "public utility company," "holding company" or "subsidiary" or
"affiliate" of a holding company as such terms are defined in the Public Utility
Holding Company Act of 1935. The Company is in material compliance with the
provisions of the Interstate Commerce Act and the Energy Policy Act and the
regulations, rules and orders promulgated pursuant thereto.

5.27  PERMITS.

      Except where the failure to obtain would not have a Material Adverse
Effect, the Company and the Guarantor have obtained all required permits and
have made all required registrations and filings with any Governmental Authority
that are applicable to the conduct of its business; all such permits are in full
force and effect and are not subject to any unsatisfied conditions to continued
effectiveness.

5.28  EXISTING INDEBTEDNESS; FUTURE LIENS.

      (a) The Company does not have any material outstanding Indebtedness except
(i) as set forth in the financial statements delivered pursuant to Section 5.1
hereof, (ii) liabilities to trade creditors incurred in the ordinary course of
business since the date of such balance sheets and (iii) as set forth in
Schedule 5.28.

      (b) The Company is not in default and no waiver of default is currently in
effect, in the payment of any principal or interest on any Indebtedness of the
Company and no event or condition exists with respect to any Indebtedness of the
Company that would permit (or that with notice or the lapse of time, or both,
would permit) one or more Persons to cause such Indebtedness to become due and
payable before its stated maturity or before its regularly scheduled dates of
payment.

      (c) Except as disclosed in Schedule 5.28, the Company has not agreed or
consented to cause or permit in the future (upon the happening of a contingency
or otherwise) any of its property, whether now owned or hereafter acquired, to
be subject to a Lien not permitted by Section 9.3.

5.29  FAIRNESS OPINIONS.

      The Conflicts Committee received an opinion (the "FAIRNESS OPINION") to
the effect that the consideration (as defined in the Fairness Opinion) paid by
the Guarantor in connection with the Guarantor's acquisition of the Company was
fair, from a financial point of view, to the Guarantor.

<PAGE>
                                                                              21


6.    REPRESENTATIONS OF THE PURCHASER.

6.1   PURCHASE FOR INVESTMENT.

      Each Purchaser severally represents that it is an "accredited investor"
(as that term is defined in Rule 501(a) of the Securities Act), and that it is
purchasing the Notes for its own account or for one or more separate accounts
maintained by it or for the account of one or more pension or trust funds and
not with a view to the distribution thereof, provided that the disposition of
its or their property shall at all times be within such Purchaser's or their
control. Each Purchaser understands that the Notes have not been registered
under the Securities Act and may be resold only if registered pursuant to the
provisions of the Securities Act or if an exemption from registration is
available, except under circumstances where neither such registration nor such
an exemption is required by law, and that the Company is not required to
register the Notes. Each Purchaser has been provided with certain Confidential
Information ("SUPPLIED CONFIDENTIAL INFORMATION") and has had an opportunity to
ask questions of officers of the General Partner and the Company and has
received answers to them.

6.2   SOURCE OF FUNDS.

      Each Purchaser severally represents that at least one of the following
statements is an accurate representation as to each source of funds (a "SOURCE")
to be used by it to pay the purchase price of the Notes to be purchased by such
Purchaser hereunder:

      (a) if it is an insurance company, the Source does not include assets
allocated to any separate account maintained by it in which any employee benefit
plan (or its related trust) has any interest, other than a separate account that
is maintained solely in connection with its fixed contractual obligations under
which the amounts payable, or credited, to such plan and to any participant or
beneficiary of such plan (including any annuitant) are not affected in any
manner by the investment performance of the separate account; or

      (b) the Source is either (i) an insurance company pooled separate account,
within the meaning of Prohibited Transaction Exemption ("PTE") 90-1 (issued
January 29, 1990), or (ii) a bank collective investment fund, within the meaning
of the PTE 91-38 (issued July 12, 1991) and, except as it has disclosed to the
Company in writing pursuant to this paragraph (b), no employee benefit plan or
group of plans maintained by the same employer or employee organization
beneficially owns more than 10% of all assets allocated to such pooled separate
account or collective investment fund; or

      (c) the Source constitutes assets of an "investment fund" (within the
meaning of Part V of PTE 84-14 (issued March 13, 1984) (the "QPAM EXEMPTION")
managed by a "qualified professional asset manager" or "QPAM" (within the
meaning of Part V of the QPAM Exemption), no employee benefit plan's assets that
are included in such investment fund, when combined with the assets of all other
employee benefit plans established or maintained by the same employer or by an
affiliate (within the meaning of Section V(c)(1) of the QPAM Exemption) of such
employer or by the same employee organization and managed by such QPAM, exceed
20% of the total client assets managed by such QPAM on a discretionary basis,
the conditions of Part I(c) and (g) of the QPAM Exemption are satisfied, neither
the QPAM nor a

<PAGE>
                                                                              22


person controlling or controlled by the QPAM (applying the definition of
"control" in Section V(e) of the QPAM Exemption) owns a 5% or more interest in
the Company, the Guarantor, the General Partner or The Williams Companies and
(i) the identity of such QPAM and (ii) the names of all employee benefit plans
whose assets are included in such investment fund have been disclosed to the
Company in writing pursuant to this paragraph (c); or

      (d) the Source is a governmental plan; or

      (e) the Source is an "insurance company general account", as such term is
defined in PTE 95-60 (issued July 12, 1995) and there is no employee benefit
plan with respect to which the aggregate amount of such general account's
reserves and liabilities for the contracts held by or on behalf of such employee
benefit plan and all other employee benefit plans maintained by the same
employer (and affiliates thereof as defined in Section V(a)(1) of PTE 95-60) or
by the same employee organization (in each case determined in accordance with
the provisions of PTE 95-60) exceeds 10% of the total reserves and liabilities
of such general account (as determined under PTE 95-60) (exclusive of separate
account liabilities) plus surplus as set forth in the U.S. National Association
of Insurance Commissioners Annual Statement filed with such Purchaser's state of
domicile; or

      (f) the Source is the assets of one or more employee benefit plans which
are managed by an "in-house asset manager," as that term is defined in PTE 96-23
(issued April 10, 1996), the conditions of Section I(a), (b), (c), (g) and (h)
of such exemption have been met with respect to the purchase of the Notes and
the names of all employee benefit plans whose assets are included in the
transaction have been disclosed to the Company in writing pursuant to this
clause (f); or

      (g) the Source does not include assets of any employee benefit plan, other
than a plan exempt from the coverage of ERISA and Section 4975 of the Code.

      As used in this Section 6.2, the terms "employee benefit plan,"
"governmental plan," "party in interest" and "separate account" shall have the
respective meanings assigned to such terms in Section 3 of ERISA except that the
term "employee benefit plan" shall also include any "plan" as defined in Section
4975(e)(1) of the Code. If any Purchaser or any subsequent transferee of the
Notes notifies the Company in writing that it or such transferee is relying on
any representation contained in paragraphs (b), (c) or (f) above, it shall
deliver to the Company on the date of Closing and on the date of any applicable
transfer, a certificate, which shall either state that (i) the Company is
neither a "party in interest" (as defined in Title I, Section 3(14) of ERISA)
nor a "disqualified person" (as defined in Section 4975(e)(2) of the Code), with
respect to any plan identified pursuant to paragraphs (b) or (f) above, or (ii)
with respect to any plan identified pursuant to paragraph (c) above, neither the
Company nor any "affiliate" (as defined in Section V(c) of the QPAM Exemption)
has at such time, and during the immediately preceding one year, exercised the
authority to appoint or terminate said QPAM as manager of any plan identified in
writing pursuant to paragraph (c) above or to negotiate the terms of said QPAM's
management agreement on behalf of any such identified plan.

<PAGE>
                                                                              23


7.    REPAYMENT OF THE NOTES.

7.1   MATURITY.

      As provided therein, the entire unpaid principal amount of the Series A
Notes and Series B Notes shall be due and payable on October 7, 2007 (the
"MATURITY DATE") at par and without payment of any Prepayment Premium or
Make-Whole Amount.

7.2   SCHEDULED PREPAYMENT OF THE NOTES.

      On each of October 7, 2005 and October 7, 2006, the Company will prepay
5.0% of the principal amount (or such lesser principal amount as shall then be
outstanding) of the Notes then outstanding at par and without payment of the
Prepayment Premium or Make-Whole Amount. Scheduled prepayments made pursuant to
this Section 7.2 shall be allocated among all of the Series A Notes and Series B
Notes at the time outstanding in proportion to the respective outstanding
principal amounts thereof.

7.3   OPTIONAL PREPAYMENT OF THE NOTES.

      (a) Series A Notes. The Series A Notes shall not be prepaid prior to
October 7, 2005 except as required by Section 7.4. On and after October 7, 2005,
the Company may, at its option, upon notice as provided below, prepay at any
time all or from time to time any part of the Series A Notes at the following
redemption prices (expressed as percentages of the principal amount of the
Series A Notes to be prepaid; the amount in excess of 100.0%, if any, the
"PREPAYMENT PREMIUM"), plus accrued and unpaid interest to the redemption date:

<TABLE>
<CAPTION>
                                                                      Redemption
         Prepayment Date                                                Price
<S>                                                                   <C>
         October 7, 2005 through October 6, 2006                        103.0%
         October 7, 2006 through June 30, 2007                          101.5%
         July 1, 2007 and thereafter                                    100.0%
</TABLE>

      (b) Series B Notes. The Company may, at its option, upon notice as
provided below, prepay at any time all, or from time to time any part of, the
Series B Notes at 100% of the principal amount so prepaid plus the Make-Whole
Amount determined for the prepayment date with respect to such principal amount.

      The term "MAKE-WHOLE AMOUNT" means, with respect to any Series B Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Series B Note
over the amount of such Called Principal, provided that the Make-Whole Amount
may in no event be less than zero. For the purposes of determining the
Make-Whole Amount, the following terms have the following meanings:

      "CALLED PRINCIPAL" means, with respect to any Series B Note, the principal
of such Series B Note that is to be prepaid pursuant to Section 7.3 or has
become or is declared to be immediately due and payable pursuant to Section 12
as the context requires.

<PAGE>
                                                                              24


      "DISCOUNTED VALUE" means, with respect to the Called Principal of any
Series B Note, the amount obtained by discounting all Remaining Scheduled
Payments with respect to such Called Principal from their respective scheduled
due dates to the Settlement Date with respect to such Called Principal, in
accordance with accepted financial practice and at a discount factor (applied on
the same periodic basis as that on which interest on the Series B Notes is
payable) equal to the sum of (i) the Reinvestment Yield with respect to such
Called Principal and (ii) 100 basis points.

      "REINVESTMENT YIELD" means, with respect to the Called Principal of any
Series B Note, the yield to maturity implied by (i) the yields reported, as of
10:00 a.m. (New York City time) on the second Business Day preceding the
Settlement Date with respect to such Called Principal, on the display designated
as PX 1 Page on Bloomberg (or such other display as may replace Page 678 on
Telerate Access Service) for actively traded U.S. Treasury securities having a
maturity equal to the Remaining Average Life of such Called Principal as of such
Settlement Date, or (ii) if such yields are not reported as of such time or the
yields reported as of such time are not ascertainable, the Treasury Constant
Maturity Series Yields reported, for the latest day for which such yields have
been so reported as of the second Business Day preceding the Settlement Date
with respect to such Called Principal, in Federal Reserve Statistical Release
H.15 (519) (or any comparable successor publication) for actively traded U.S.
Treasury securities having a constant maturity equal to the Remaining Average
Life of such Called Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded U.S.
Treasury security with the duration closest to and greater than the Remaining
Average Life and (2) the actively traded U.S. Treasury security with the
duration closest to and less than the Remaining Average Life.

      "REMAINING AVERAGE LIFE" means, with respect to any Called Principal, the
number of years (calculated to the nearest one-twelfth year) obtained by
dividing (i) such Called Principal into (ii) the sum of the products obtained by
multiplying (a) the principal component of each Remaining Scheduled Payment with
respect to such Called Principal by (b) the number of years (calculated to the
nearest one-twelfth year) that will elapse between the Settlement Date with
respect to such Called Principal and the scheduled due date of such Remaining
Scheduled Payment.

      "REMAINING SCHEDULED PAYMENTS" means, with respect to the Called Principal
of any Series B Note, all payments of such Called Principal and interest thereon
that would be due after the Settlement Date with respect to such Called
Principal if no payment of such Called Principal were made prior to its
scheduled due date, provided that if such Settlement Date is not a date on which
interest payments are due to be made under the terms of the Series B Notes, then
the amount of the next succeeding scheduled interest payment will be reduced by
the amount of interest accrued to such Settlement Date and required to be paid
on such Settlement Date pursuant to Section 7.3 or 13.

      "SETTLEMENT DATE" means, with respect to the Called Principal of any
Series B Note, the date on which such Called Principal is to be prepaid pursuant
to Section 7.3 or has become or is declared to be immediately due and payable
pursuant to Section 13, as the context requires.

<PAGE>
                                                                              25


      (c) Notice of Prepayment. The Company will give each holder of Notes to be
redeemed written notice of each optional prepayment under this Section 7.3 not
less than thirty (30) days and not more than sixty (60) days prior to the date
fixed for such prepayment. Each such notice shall specify such date, the
aggregate principal amount of the Notes to be prepaid on such date, the
principal amount of each Note held by such holder to be prepaid (determined in
accordance with Section 7.3(d)), and the interest to be paid on the prepayment
date with respect to such principal amount being prepaid, and shall be
accompanied by a certificate of a Responsible Officer of the Company as to the
estimated Prepayment Premium, in the case of the Series A Notes, or Make-Whole
Amount, in the case of the Series B Notes, due in connection with such
prepayment (calculated as if the date of such notice were the date of the
prepayment), setting forth the details of such computation. Two (2) Business
Days prior to such prepayment, the Company shall deliver to each holder of the
Notes to be prepaid a certificate of a Responsible Officer specifying the
calculation of the Prepayment Premium or Make-Whole Amount, as applicable, as of
the specified prepayment date.

      (d) Allocation of Partial Prepayments. In the case of each partial
optional prepayment of the Series B Notes prior to October 7, 2005, the
principal amount of the Series B Notes to be prepaid shall be allocated among
all of the Series B Notes at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts thereof not theretofore
called for prepayment. Partial optional prepayments made on or after October 7,
2005 shall be allocated among all of the Series A Notes and Series B Notes at
the time outstanding in proportion, as nearly as practicable, to the respective
unpaid principal amounts thereof not theretofore called for prepayment.

7.4   MANDATORY PREPAYMENTS OF THE NOTES.

      If on any date the Company or any Subsidiary (or the Guarantor on behalf
of the Company or any Subsidiary) shall receive Net Cash Proceeds from any
Recovery Event then, unless such Net Cash Proceeds are applied by the Company or
any Subsidiary in accordance with Section 8.6, such Net Cash Proceeds shall
(unless the holders thereof otherwise consent) be applied toward the prepayment
of the Notes at par (plus accrued and unpaid interest thereon) pro rata in
accordance with the respective unpaid principal amounts thereof. In the event
that one or more holders of Notes decline the right to receive any prepayment to
be made pursuant to this Section 7.4, the aggregate amount of such declined
prepayments shall be applied to the prepayment of the Notes held by the holders
which have accepted prepayment pro rata in accordance with the respective unpaid
principal amount of the Notes held by such accepting holders.

7.5   MATURITY; SURRENDER, ETC. UPON PREPAYMENT.

      In the case of each prepayment of Notes made pursuant to Sections 7.2, 7.3
or 7.4, the principal amount of each Note to be prepaid shall mature and become
due and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Prepayment Premium
or Make-Whole Amount, if any. From and after such date, unless the Company shall
fail to pay such principal amount when so due and payable, together with the
interest and the Prepayment Premium and Make-Whole Amount, if any, as aforesaid,
interest on such principal amount shall cease to accrue. Any Note paid or
prepaid in

<PAGE>
                                                                              26


full shall be surrendered to the Company and cancelled and shall not be
reissued, and no Note shall be issued in lieu of any prepaid principal amount of
any Note.

7.6   PURCHASE OF NOTES.

      The Company will not and will not permit any Affiliate to purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

7.7   PRO RATA TREATMENT AND PAYMENTS.

      (a) Except as otherwise provided, each payment (including each prepayment)
by the Company on account of principal of the Notes shall be made pro rata
according to the respective outstanding principal amounts of the Notes then held
by the Purchasers.

      (b) All payments (including prepayments) to be made by the Company
hereunder and under the Notes, whether on account of principal, interest or
otherwise, shall be made without setoff or counterclaim and shall be made prior
to 12:00 Noon, New York City time, on the due date thereof, in U.S. dollars and
in immediately available funds. If any payment hereunder becomes due and payable
on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day without including the additional days elapsed in the
computation of the interest payable on such next succeeding Business Day (unless
such payment relates to the final maturity of the Notes in which case such
payment shall include interest on account of any additional days elapsed).

7.8   BENEFITTED HOLDER.

      Except to the extent that this Agreement expressly provides for payments
to be allocated to a particular holder or to the holders of a particular series
of the Notes, if any holder of Notes (a "BENEFITTED HOLDER") shall receive any
payment of all or part of the Obligations owing to it, or receive any collateral
in respect thereof (whether voluntarily or involuntarily, by set-off pursuant to
Section 7.6 of the Security Agreement, pursuant to events or proceedings of the
nature referred to in Section 12(g) or otherwise), in a greater proportion than
any such payment to or collateral received by any other holder, if any, in
respect of the Obligations owing to such other holder, such Benefitted Holder
shall purchase for cash from the other holders a participating interest in such
portion of the Obligations owing to each such other holder, or shall provide
such other holders with the benefits of any such collateral, as shall be
necessary to cause such Benefitted Holder to share the excess payment or
benefits of such collateral ratably with each of the holders; provided, however,
that if all or any portion of such excess payment or benefits is thereafter
recovered from such Benefitted Holder, such purchase shall be rescinded, and the
purchase price and benefits returned, to the extent of such recovery, but
without interest.

<PAGE>
                                                                              27


8.    AFFIRMATIVE COVENANTS.

      The General Partner, the Guarantor and the Company hereby jointly and
severally agree that, so long as any Note remains outstanding or any amount is
owing to any holder of Notes:

8.1   FINANCIAL STATEMENTS.

      Each of the General Partner, the Guarantor and the Company shall furnish,
or cause to be furnished, to each holder of Notes:

      (a) as soon as available, but in any event within five (5) days after the
date on which the Guarantor is required to file its annual report on Form 10-K,
a copy of the audited consolidated and unaudited consolidating balance sheet of
the Guarantor and its Subsidiaries as at the end of such year and the related
audited consolidated and unaudited consolidating statements of income and of
cash flows for such year, setting forth in each case in comparative form the
figures for the previous year and, in the case of the audited financial
statements, reported on without a "going concern" or like qualification or
exception, or qualification arising out of the scope of the audit, by an
independent certified public accountants of nationally recognized standing;

      (b) as soon as available, but in any event within five (5) days after the
date on which the Guarantor is required to file its annual report on Form 10-K,
a copy of the unaudited balance sheet of the Company and any of its consolidated
Subsidiaries as at the end of such year and the related unaudited statements of
income and of cash flows for such year, setting forth in each case in
comparative form the figures for the previous year;

      (c) as soon as available, but in any event within five (5) days after the
date on which the Guarantor is required to file its annual report on Form 10-K,
a copy of the unaudited consolidated balance sheet of the General Partner as at
the end of such year and the related unaudited consolidated statements of income
and of cash flows for such year, setting forth in each case in comparative form
the figures for the previous year, certified by a Responsible Officer of the
General Partner as being fairly stated in all material respects;

      (d) as soon as available, but in any event within five (5) days after the
date on which the Guarantor is required to file its quarterly report on Form
10-Q for each of the first three quarterly periods of each fiscal year of the
Guarantor, the unaudited consolidated and consolidating balance sheet of the
Guarantor and its Subsidiaries as at the end of such quarter and the related
unaudited consolidated and consolidating statements of income and of cash flows
for such quarter and the portion of the fiscal year through the end of such
quarter, setting forth in each case in comparative form the figures for the
previous year, certified by a Responsible Officer of the Guarantor as being
fairly stated in all material respects (subject to normal year-end audit
adjustments); and

      (e) as soon as available, but in any event within five (5) days after the
date on which the Guarantor is required to file its quarterly report on Form
10-Q for each of the first three quarterly periods of each fiscal year of the
Guarantor, the unaudited balance sheet of the Company and any consolidated
Subsidiaries as at the end of such quarter and the related unaudited statements
of income and of cash flows for such quarter and the portion of the fiscal

<PAGE>
                                                                              28


year through the end of such quarter, setting forth in each case in comparative
form the figures for the previous year, certified by a Responsible Officer of
the Company as being fairly stated in all material respects (subject to normal
year-end audit adjustments).

All such financial statements shall be complete and correct in all material
respects and shall be prepared in reasonable detail and in accordance with GAAP
applied (except as approved by such accountants or officer, as the case may be,
and disclosed in reasonable detail therein) consistently throughout the periods
reflected therein and with prior periods.

8.2   CERTIFICATES; OTHER INFORMATION.

      Each of the Guarantor and the Company shall, and the Company shall cause
each of its Subsidiaries to, furnish to each holder of Notes (or, in the case of
clause (h), to the relevant holder):

      (a) concurrently with the delivery of the financial statements referred to
in Section 8.1(a) and (b), a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor no knowledge was obtained of any Default or Event
of Default, except as specified in such certificate;

      (b) concurrently with the delivery of any financial statements pursuant to
Section 8.1, a Compliance Certificate executed by a Responsible Officer (i)
stating that (A) to the best of such Responsible Officer's knowledge, during
such period the General Partner, the Guarantor or the Company and its
Subsidiaries, as applicable, has observed or performed all of its covenants and
other agreements, and (B) such Responsible Officer has obtained no knowledge of
any Default or Event of Default except as specified in such certificate, (ii)
containing all information and calculations necessary for determining compliance
by the Guarantor or the Company, as applicable, with the provisions of this
Agreement referred to therein as of the last day of the fiscal quarter or fiscal
year of the General Partner, the Guarantor, the Company or its Subsidiaries, as
the case may be and (iii) to the extent not previously disclosed to the holders
of the Notes and the Collateral Agent, a description of any change in the
jurisdiction of organization of the Company or any of its Subsidiaries and a
list of any Intellectual Property acquired by the Company or any of its
Subsidiaries since the date of the most recent report delivered pursuant to this
clause (iii) (or, in the case of the first such report so delivered, since the
Initial Closing Date);

      (c) as soon as available, and prior to the end of each fiscal year of the
Guarantor, the Company and its Subsidiaries, a detailed consolidated budget for
the Guarantor and its Subsidiaries for the following fiscal year (including a
projected consolidated balance sheet of the Guarantor and its Subsidiaries as of
the end of the following fiscal year, the related consolidated statements of
projected cash flow, projected changes in financial position and projected
income and a description of the underlying assumptions applicable thereto), and,
as soon as available, significant revisions, if any, of such budget and
projections with respect to such fiscal year (collectively, the "PROJECTIONS"),
which Projections shall in each case be accompanied by a certificate of a
Responsible Officer stating that such Projections are based on reasonable

<PAGE>
                                                                              29


estimates, information and assumptions and that such Responsible Officer has no
reason to believe that such Projections are incorrect or misleading in any
material respect;

      (d) no later than ten (10) Business Days after the effectiveness thereof,
execution copies of any amendment, supplement, waiver or other modification with
respect to the Acquisition Documentation, the General Partner LLC Agreement, the
Guarantor Partnership Agreement, the Services Agreement or the Omnibus
Agreement;

      (e) within five (5) days after the same are sent, copies of all financial
statements and reports that the Guarantor sends to the holders of any class of
its debt securities or public equity securities and, within five (5) days after
the same are filed, copies of all financial statements and reports that the
Guarantor may make to, or file with, the SEC;

      (f) promptly upon their becoming available all press releases and other
statements made available generally by the Guarantor or the Company to the
public concerning developments that are material in relation to the business,
operations, affairs, financial condition, assets, properties, or prospects of
the Guarantor or the Company; and

      (g) promptly, such additional financial and other information as any
holder of Notes may from time to time reasonably request.

8.3   PAYMENT OF OBLIGATIONS.

      Each of the General Partner, the Guarantor and the Company shall, and the
Company shall cause each of its Subsidiaries to, pay, discharge or otherwise
satisfy at or before maturity or before they become delinquent, as the case may
be, all its material obligations of whatever nature, except where the amount or
validity thereof is currently being contested in good faith by appropriate
proceedings and, if required, reserves in conformity with GAAP with respect
thereto have been provided on the books of the General Partner, the Guarantor or
the Company or its Subsidiaries.

8.4   MAINTENANCE OF EXISTENCE; COMPLIANCE.

      Each of the General Partner, the Guarantor and the Company shall, and the
Company shall cause each of its Subsidiaries to, (a)(i) preserve, renew and keep
in full force and effect its organizational existence and (ii) take all
reasonable action to maintain all rights, privileges and franchises necessary or
desirable in the normal conduct of its business, except, in the case of clause
(ii) above, to the extent that the General Partner or, to the extent applicable,
the Conflicts Committee determines that any right, privilege or franchise is no
longer valuable or useful in the conduct of its business; and (b) comply with
all Contractual Obligations and Requirements of Law except to the extent that
failure to comply therewith could not, in the aggregate, reasonably be expected
to have a Material Adverse Effect. Nothing contained in this Section 8.4 shall
restrict any action permitted by Section 9.4.

<PAGE>
                                                                              30


8.5   MAINTENANCE OF PROPERTY; INSURANCE.

      (a) The Guarantor and the Company shall, and the Company shall cause each
of its Subsidiaries to, keep all property useful and necessary in their
respective businesses in good working order and condition, ordinary wear and
tear excepted.

      (b) Without limiting any of the other obligations or liabilities of the
Company under this Agreement, the Company shall, and the Company shall cause
each of its Subsidiaries to, during the term of this Agreement and while any
Notes are outstanding, carry and maintain, at its own expense, at least the
minimum insurance coverage set forth in this Section 8.5. To the extent that any
of the insurance required by this Section 8.5 is not available in the then
current insurance market, the Company shall, and shall cause each of its
Subsidiaries to, have the right to request a waiver of such requirements from
the Collateral Agent, and such request shall not be unreasonably denied or
delayed. The Company shall, and shall cause each of its Subsidiaries to, also
carry and maintain any other insurance that the Required Holders or Collateral
Agent may reasonably require from time to time. All insurance carried pursuant
to this Section 8.5 shall be placed with such insurers having a minimum a.m.
Best rating of A:X, or a comparable rating from another recognized rating agency
if such insurers do not have an A.M Best rating or as may be otherwise
reasonably acceptable to the Required Holders. Such insurance shall be in such
form, with terms, conditions, limits and deductibles as shall be reasonably
acceptable to the Required Holders.

            (i) All Risk Property Insurance. The Company shall, and shall cause
      each of its Subsidiaries to, maintain all risk property insurance covering
      against physical loss or damage except with respect to segments of the
      pipeline which are underground, including but not limited to fire and
      extended coverage, collapse, explosion, flood, earth movement and
      comprehensive boiler and machinery coverage (including electrical
      breakdown and mechanical breakdown). Boiler and machinery coverage shall
      be in an amount not less than $25,000,000. Coverage shall be written on a
      replacement cost basis in an amount reasonably acceptable to the Required
      Holders. Such insurance policy shall not contain any coinsurance penalty
      and shall include expediting expense coverage in an amount not less than
      $1,000,000, except $500,000 as respects boiler and machinery.

            (ii) Business Interruption. As an extension of the insurance
      required under subsection (b)(i), the Company shall, and the Company shall
      cause each of its Subsidiaries to, maintain business interruption
      insurance in an amount reasonably acceptable to the Required Holders
      covering net profits and continuing expenses (including debt payments) for
      a 12 month indemnity period. Such coverage shall also provide for
      contingent business interruption in an amount not less than $10,000,000
      covering the major suppliers and customers of the Company and its
      Subsidiaries. Such insurance shall not contain any coinsurance penalty and
      also cover service interruption and extra expenses in an amount not less
      than $1,000,000, except $500,000 as respects boiler and machinery. The
      deductibles on this policy shall not be greater than sixty (60) days or as
      may otherwise be reasonably acceptable to the Required Holders.

            (iii) Comprehensive or Commercial General Liability Insurance. The
      Company shall, and the Company shall cause each of its Subsidiaries to,
      maintain

<PAGE>
                                                                              31


      comprehensive or commercial general liability insurance written on an
      occurrence basis with a limit of not less than $1,000,000. Such coverage
      shall include, but not be limited to, premises/operations, explosion,
      collapse, underground hazards, sudden and accidental pollution,
      contractual liability, independent contractors, products/completed
      operations, property damage and personal injury liability. Such insurance
      shall not contain an exclusion for punitive or exemplary damages where
      insurable by law. The Company and its Subsidiaries shall have the right to
      self-insure with respect to the insurance coverage described in this
      clause (iii) to the extent consistent with sound industry practice.

            (iv) Workers' Compensation/Employer's Liability. In the event the
      Company or any of its Subsidiaries has any employees, the Company shall,
      and shall cause each of its Subsidiaries to, maintain Workers'
      Compensation insurance in accordance with statutory provisions covering
      accidental injury, illness or death of an employee of the Company or such
      Subsidiaries while at work or in the scope of his employment with the
      Company or such Subsidiaries and Employer's Liability in an amount not
      less than $1,000,000. Such coverage shall not contain any occupational
      disease exclusions.

            (v) Automobile Liability. In the event the Company or any of its
      Subsidiaries has any vehicles, the Company shall, and shall cause each of
      its Subsidiaries to, maintain Automobile Liability insurance covering
      owned, non-owned, leased, hired or borrowed vehicles against bodily injury
      or property damage. Such coverage shall have a limit of not less than
      $1,000,000.

            (vi) Excess/Umbrella Liability. The Company shall, and shall cause
      each of its Subsidiaries to, maintain excess or umbrella liability
      insurance in an amount not less than $150,000,000 written on an occurrence
      or claims made basis providing coverage limits excess of the insurance
      limits required under sections (b)(iii), (b)(iv) employer's liability
      only, and (b)(v). Such insurance shall not contain an exclusion for
      punitive or exemplary damages where insurable under law.

      (c) The Company shall, and shall cause each of its Subsidiaries to, cause
all insurance policies carried and maintained in accordance with this Section
8.5 to be endorsed as follows:

            (i) The Company shall, and shall cause each of its Subsidiaries to,
      be the named insured and the Collateral Agent, for the benefit of the
      holders of the Notes, shall be an additional insured with the Collateral
      Agent as loss payee with respect to policies described in subsections
      (b)(i) and (b)(ii). The Company shall, and shall cause each of its
      Subsidiaries to, be the named insured and the Collateral Agent, for the
      benefit of the holders of the Notes shall be additional insureds with
      respect to policies described in subsections (b)(iii), (b)(v) and (b)(vi).
      It shall be understood that any obligation imposed upon the Company and
      its Subsidiaries, including but not limited to the obligation to pay
      premiums, shall be the sole obligation of the Company and such
      Subsidiaries and not that of the Collateral Agent or the holders of the
      Notes;

            (ii) with respect to policies described in subsections (b)(i) and
      (b)(ii), to the extent available from the Company's and its Subsidiaries'
      insurers, the interests of the Collateral Agent and the holders of the
      Notes shall not be invalidated by any action or

<PAGE>
                                                                              32


      inaction of the Company, or any other Person, and shall insure the
      Collateral Agent, for the benefit of the holders of the Notes regardless
      of any breach or violation by the Company or any other Person, of any
      warranties, declarations or conditions of such policies;

            (iii) inasmuch as the liability policies are written to cover more
      than one insured, all terms conditions, insuring agreements and
      endorsements, with the exception of the limits of liability, shall operate
      in the same manner as if there were a separate policy covering each
      insured;

            (iv) the insurers thereunder shall waive all rights of subrogation
      against the Collateral Agent and the holders of the Notes, any right of
      setoff or counterclaim and any other right to deduction, whether by
      attachment or otherwise;

            (v) such insurance shall be primary without right of contribution of
      any other insurance carried by or on behalf of the Collateral Agent and
      the holders of the Notes with respect to this Agreement and the Notes
      issued pursuant hereto; and

            (vi) if such insurance is canceled for any reason whatsoever,
      including nonpayment of premium, or any material changes are initiated by
      the Company and its Subsidiaries, or carrier which affect the interests of
      the Collateral Agent and the holders of the Notes, such cancellation or
      change shall not be effective as to the Collateral Agent and the holders
      of the Notes until thirty (30) days, except for non-payment of premium
      which shall be ten (10) days, after receipt by the Collateral Agent and
      the holders of the Notes of written notice sent by registered mail from
      such insurer or from the insurance broker.

      (d) On the Initial Closing Date, and at each policy renewal, but not less
than annually, the Company shall, and shall cause each of its Subsidiaries to,
provide to the Collateral Agent approved certification from each insurer or by
an authorized representative of each insurer or from a nationally recognized
insurance broker. Such certification shall identify the underwriters, the type
of insurance, the limits, deductibles, and term thereof and shall specifically
list the special provisions delineated for such insurance required for this
Section 8.5.

      (e) Concurrently with the furnishing of all certificates referred to in
this Section 8.5, the Company shall furnish the Collateral Agent with an opinion
from an independent and nationally recognized insurance broker, stating that all
premiums then due have been paid and that, in the opinion of such broker, the
insurance then maintained by the Company and its Subsidiaries is in accordance
with this section. Furthermore, upon its first knowledge, such broker shall
advise the Collateral Agent and each holder of Notes promptly in writing of any
default in the payment of any premiums or any other act or omission, on the part
of any person, which might invalidate or render unenforceable, in whole or in
part, any insurance provided by the Company hereunder.

      (f) The Collateral Agent shall be entitled, upon reasonable advance
notice, to review the Company's and its Subsidiaries' books and records and
insurance policies regarding all insurance policies carried and maintained with
respect to the Company's and its Subsidiaries'

<PAGE>
                                                                              33


obligations under this Section 8.5. Upon request, the Company shall, and shall
cause each of its Subsidiaries to, furnish the Collateral Agent with
certificates of insurance, binders, and cover notes or other evidence of such
insurance. Notwithstanding anything to the contrary herein, no provision of this
Section 8.5 or any provision of this Agreement shall impose on the Collateral
Agent or any holder of Notes any duty or obligation to verify the existence or
adequacy of the insurance coverage maintained by the Company and its
Subsidiaries, nor shall the Collateral Agent or any holder of Notes be
responsible for any representations or warranties made by or on behalf of the
Company to any insurance broker, company or underwriter. The Collateral Agent,
at its sole option or at the request of the Required Holders, may obtain such
insurance if not provided by the Company or its Subsidiaries, and in such event,
the Company and its Subsidiaries, shall reimburse the Collateral Agent upon
demand for the cost thereof together with interest.

8.6   APPLICATION OF PROCEEDS FROM CONDEMNATION/EMINENT DOMAIN; EVENT OF LOSS.

      (a) Condemnation. Provided no Default or Event of Default shall have
occurred and be continuing, the Company shall, and shall cause each of its
Subsidiaries to, at its expense, diligently prosecute any proceeding relating to
condemnation of the any of the Mortgaged Properties, settle or compromise any
claims in connection therewith and receive any awards or proceeds thereof
(except to the extent any of the same shall constitute Net Cash Proceeds, in
which case Section 7.4 shall govern), provided that the Company and each of its
Subsidiaries, shall promptly repair and restore such Mortgaged Property to its
condition prior to such condemnation, regardless of whether any award shall have
been received or whether such award is sufficient to pay for the costs of such
repair and restoration.

      (b) Other Events of Loss. In the event of any Event of Loss other than a
condemnation, the Company shall, and shall cause each of its Subsidiaries to,
promptly commence the repair and restoration of the damaged property to its
condition immediately prior to such Event of Loss. If such Event of Loss shall
give rise to a Recovery Event, provided that no Default or Event of Default
shall have occurred and be continuing, the initial $20,000,000 (or such lesser
amount of proceeds necessary to pay expenses and costs described in this clause
(b)) of insurance proceeds received or paid to the Collateral Agent in
connection with such a Loss shall be released to the Company or a Subsidiary, as
applicable, upon delivery of a certificate of a Responsible Officer of the
Company or such Subsidiary, certifying that such proceeds shall be used solely
to pay expenses and costs directly relating to the repair and restoration of the
damaged portion of the Company's or such Subsidiary's property subject to such
Event of Loss (or, with respect to proceeds from any business interruption
insurance, to cover operating costs, expenses or losses of the Company or such
Subsidiary, as applicable). All insurance proceeds in excess of $20,000,000 (or
such lesser amount of proceeds necessary to pay expenses and costs described in
this clause (b)) received or paid to the Company, any Subsidiary, or the
Collateral Agent in connection with an Event of Loss shall be deposited into an
account in the name of the Collateral Agent (the "EXCESS PROCEEDS ACCOUNT") from
which account disbursements or reimbursements shall be made for costs incurred
(other than such costs that are funded pursuant to the second sentence of this
paragraph) in connection with the repair and restoration of the damaged property
to its condition immediately prior to the Event of Loss in accordance with a
plan prepared by the Company or such Subsidiary, as applicable, and submitted to
the holders of the Notes, and prior to any disbursement or reimbursement from
the Excess Proceeds Account

<PAGE>
                                                                              34


any such costs shall be verified by the Independent Engineer after review of the
relevant invoices or other reasonable supporting documentation. All proceeds
remaining in the Excess Proceeds Account shall be applied pursuant to Section
7.4.

8.7   RESTORATION.

      The Company shall, and shall cause each of its Subsidiaries to, except to
the extent constituting Net Cash Proceeds and applied pursuant to Section 7.4,
and subject to Section 8.6, use all insurance proceeds and all condemnation
proceeds and awards to promptly restore the affected Mortgaged Property to its
condition prior to such casualty or condemnation, (giving effect to the
remaining configuration of the Premises (as defined in the Mortgage) after such
condemnation) and in compliance with all Requirements of Law.

8.8   UTILITY CHARGES.

      Except for assessments or charges being contested in good faith by
appropriate proceedings, the Company shall, and shall cause each of its
Subsidiaries to, pay or cause to be paid when due all utility charges which are
incurred for gas, electricity, water or sewer services furnished to the premises
of Mortgaged Properties and all other assessments or charges of a similar
nature, whether public or private, affecting the premises of Mortgaged
Properties or any portion thereof, whether or not such assessments or charges
are liens thereon.

8.9   INSPECTION OF PROPERTY; BOOKS AND RECORDS; DISCUSSIONS.

      Each of the General Partner, the Guarantor and the Company shall, and the
Company shall cause each of its Subsidiaries to, (a) keep proper books of
records and account in which full, true and correct entries in conformity with
GAAP and all Requirements of Law shall be made of all dealings and transactions
in relation to its business and activities and (b) permit representatives of any
holder of Notes to visit and inspect any of its properties and examine and make
abstracts from any of its books and records at any reasonable time and as often
as may reasonably be desired and to discuss the business, operations, properties
and financial and other condition of the General Partner, the Guarantor and the
Company and its Subsidiaries with officers and employees thereof and with their
independent certified public accountants.

      8.10 NOTICES.

      Each of the General Partner, the Guarantor and the Company shall, and the
Company shall cause each of its Subsidiaries to, promptly, but in no event later
than five (5) days thereafter, give written notice to each holder of Notes of:

      (a) the occurrence of any Default or Event of Default;

      (b) any (i) default or event of default under any Contractual Obligation
of the General Partner, the Guarantor, the Company or its Subsidiaries or (ii)
litigation, investigation or proceeding that may exist at any time between the
General Partner, the Guarantor, the Company or its Subsidiaries, on one hand,
and any Governmental Authority, that in either case, if not cured or if
adversely determined, as the case may be, could reasonably be expected to have a
Material Adverse Effect;

<PAGE>
                                                                              35


      (c) any litigation or proceeding affecting the General Partner, the
Guarantor, the Company or any of its Subsidiaries (i) in which the amount
involved is $5,000,000 or more and not covered by insurance, (ii) in which
injunctive or similar relief is sought which if granted would constitute a
material interference with the operation of the Company's or such Subsidiary's
pipeline facilities or could reasonably be expected to result in a Material
Adverse Effect or (iii) which relates to any Note Purchase Document;

      (d) the following events (except where liability, individually or in the
aggregate, would not reasonably be expected to be material), as soon as possible
and in any event within thirty (30) days after the Company or any of its
Subsidiaries knows or has reason to know thereof: (i) the occurrence of any
Reportable Event with respect to any Plan, a failure to make any required
contribution to a Plan, the creation of any Lien in favor of the PBGC or a Plan
or any withdrawal from, or the termination, Reorganization or Insolvency of, any
Multiemployer Plan or (ii) the institution of proceedings or the taking of any
other action by the PBGC or the Company or any Commonly Controlled Entity or any
Multiemployer Plan with respect to the withdrawal from, or the termination,
Reorganization or Insolvency of, any Plan;

      (e) any development or event that has had or could reasonably be expected
to have a Material Adverse Effect; and

      (f) any Change of Control or acquisition by The Williams Companies
together with its Affiliates of greater than 60% of the equity interests in the
Guarantor.

Each notice pursuant to this Section 8.10 shall be accompanied by a statement of
a Responsible Officer setting forth details of the occurrence referred to
therein and stating, in the case of clauses (a) through (e), what action the
General Partner, the Guarantor, the Company or any of its Subsidiaries, as
applicable, proposes to take with respect thereto. Each notice sent to the
holders of the Notes pursuant to clause (a) shall also be sent to the Collateral
Agent.

8.11  ENVIRONMENTAL LAWS.

      Each of the Guarantor and the Company shall, and the Company shall cause
each of its Subsidiaries to:

      (a) Comply in all material respects with, and ensure compliance in all
material respects by all tenants and subtenants, if any, with, all applicable
Environmental Laws, and obtain and comply in all material respects with and
maintain, and ensure that all tenants and subtenants obtain and comply in all
material respects with and maintain, any and all licenses, approvals,
registrations or permits required by applicable Environmental Laws.

      (b) Conduct and complete all investigations, studies, sampling and
testing, and all remedial, removal and other actions required under applicable
Environmental Laws and promptly comply in all material respects with all
applicable lawful orders and directives of all Governmental Authorities
regarding Environmental Laws.

      (c) Prevent any releases and eliminate any threatened releases by the
Guarantor, the Company or any of its Subsidiaries of Materials of Environmental
Concern that could reasonably be expected to result in liability having a
Material Adverse Effect; and undertake reasonable

<PAGE>
                                                                              36


efforts to prevent any other Person from causing any release or threatened
release of Materials of Environmental Concern that could materially affect any
of the Properties.

8.12  PERFECTION OF CERTAIN SECURITY INTERESTS.

      (a) On or prior to December 15, 2002, the Company shall obtain evidence
reasonably satisfactory to the Required Holders that (in addition to the Liens
required to have been perfected on the Initial Funding Date) Mortgages on
properties representing at least 95% of the aggregate value of the Mortgaged
Properties have been recorded in the recording offices of the appropriate
jurisdictions in order to create in favor of the Collateral Agent for the
benefit of the holders a first priority perfected Lien with respect to such
Mortgaged Properties.

      (b) On or prior to February 28, 2003, the Company shall obtain evidence
reasonably satisfactory to the Required Holders that each document (including
any Uniform Commercial Code financing statement) required by the Security
Documents or under law or reasonably requested by any holder of the Notes to be
filed, registered or recorded in order to create in favor of the Collateral
Agent, for the benefit of the holders of the Notes, a perfected Lien on
substantially all of the Collateral prior and superior in right to any other
Person (other than with respect to Liens expressly permitted by Section 9.3) has
been filed, registered or, in the case of the Mortgages, recorded.

8.13  ADDITIONAL COLLATERAL, ETC.

      The Company shall, and shall cause each of its Subsidiaries to:

      (a) With respect to any property acquired after the Initial Closing Date
by the Company or its Subsidiaries (other than (x) any property described in
paragraph (b) below or (y) any property subject to a Lien expressly permitted by
Section 9.3(g) or otherwise not material to the continuing operations of the
Company) as to which the Collateral Agent, for the benefit of the holders of the
Notes, does not have a perfected Lien, promptly (i) execute and deliver to the
Collateral Agent such amendments to the Security Agreement or such other
documents as any holder of Notes or the Collateral Agent deems necessary or
advisable to grant to the Collateral Agent, for the benefit of the holders of
the Notes, a security interest in such property and (ii) take all actions
necessary or advisable to grant to the Collateral Agent, for the benefit of the
holders of the Notes, a perfected first priority security interest in such
property, including the filing of Uniform Commercial Code financing statements
in such jurisdictions as may be required by the Collateral Agreement or by law
or as may be requested by any holder of Notes or the Collateral Agent.

      (b) With respect to any interest in any real property acquired after the
Initial Closing Date by the Company or its Subsidiaries (other than any such
real property subject to a Lien expressly permitted by Section 9.3(g) or
otherwise not material to the continuing operations of the Company and its
Subsidiaries taken as a whole), promptly (i) execute and deliver a first
priority Mortgage, in favor of the Collateral Agent, for the benefit of the
holders of the Notes, covering such real property, (ii) if requested by any
holder of the Notes or the Collateral Agent, provide any consents or estoppels
reasonably deemed necessary or advisable by such holder of Notes or the
Collateral Agent in connection with such Mortgage, each of the foregoing in form

<PAGE>
                                                                              37


and substance reasonably satisfactory to such holder of Notes and the Collateral
Agent and (iii) if requested by any holder of the Notes, deliver to the holder
of the Notes legal opinions relating to the matters described above, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the holders of the Notes.

      (c) With respect to any new Subsidiary created or acquired after the
Initial Closing Date by the Company or any of its Subsidiaries, promptly (i)
execute and deliver to the Collateral Agent such amendments to the Security
Agreement as the Collateral Agent deems necessary or advisable to grant to the
Collateral Agent, for the benefit of the holders of the Notes, a perfected first
priority security interest in the Capital Stock of such new Subsidiary that is
owned by the Company or any of its Subsidiaries, (ii) deliver to the Collateral
Agent the certificates representing such Capital Stock, together with undated
stock powers, in blank, executed and delivered by a duly authorized officer of
the Company or Subsidiary, as applicable, (iii) cause such new Subsidiary (A) to
become a party to the Security Agreement for the purpose of granting to the
Collateral Agent a security interest in substantially all of such Subsidiary's
assets, (B) to take such actions necessary or advisable to grant to the
Collateral Agent for the benefit of the holders of the Notes a perfected first
priority security interest in the Collateral described in the Security Agreement
with respect to such new Subsidiary, including the filing of Uniform Commercial
Code financing statements in such jurisdictions as may be required by the
Security Agreement or by law or as may be requested by the Collateral Agent, (C)
to execute and deliver to each of the holders and the Collateral Agent a
guarantee agreement with respect to the Obligations in substance similar to the
Guarantee and (D) to deliver to the Collateral Agent a certificate of such
Subsidiary, substantially in the form of Exhibit J, with appropriate insertions
and attachments, and (iv) if requested by the Collateral Agent, deliver to the
Collateral Agent legal opinions relating to the matters described above, which
opinions shall be in form and substance, and from counsel, reasonably
satisfactory to the Collateral Agent.

8.14  GENERAL PARTNER BANK ACCOUNT.

      Settlement of amounts payable by the General Partner under the Omnibus
Agreement and the Services Agreement will be paid through the General Partner
Bank Account.

8.15  DEPOSITS INTO THE CASH ESCROW ACCOUNT.

      Not later than the end of each month, the Company will deposit to the Cash
Escrow Account for the benefit of the holders of the Notes an amount equal to
one-sixth (or in the case of the initial interest period, a fraction the
numerator of which is one and the denominator of which is equal to the number of
months left in the interest period (rounded up to the next whole month)) of the
amount of the next succeeding interest payment on the Notes. The amount on
deposit in the Cash Escrow Account shall be distributed by the Cash Escrow Agent
on each Interest Payment Date (as defined in the Notes) in payment of the amount
of interest then due on the Notes.

8.16  CURRENT REPORT.

      Promptly, but no later than the first Business Day following the Initial
Closing Date, the Guarantor shall file a Current Report on Form 8-K, in form and
substance reasonably satisfactory

<PAGE>
                                                                              38


to the Required Holders, disclosing that the Guarantor and the Company have
entered into this Agreement and that the Company has granted a first priority
Lien on substantially all of its assets, including the Mortgaged Properties, in
connection therewith. If the Company shall consummate the Acquisition, the
Guarantor shall promptly, but not later than the first Business Day following
the Subsequent Closing Date, file a Current Report on Form 8-K, in form and
substance reasonably acceptable to the Required Holders, disclosing that the
Company has granted a first priority Lien over substantially all of the assets
acquired in the Acquisition, including any acquired real property.

9.    NEGATIVE COVENANTS.

      The General Partner, the Guarantor and the Company jointly and severally
agree that, so long as any Note remains outstanding or any amount is owing to
any holder of Notes hereunder:

9.1   FINANCIAL CONDITION COVENANTS.

      The Guarantor and the Company shall not:

      (a) Consolidated Leverage Ratio. Permit the ratio of Consolidated Total
Debt of the Guarantor or the Company as at the last day of the most recently
ended period of four consecutive fiscal quarters of the Guarantor or the Company
to Consolidated EBITDA of the Guarantor or the Company, respectively, for such
period to exceed 4.50:1.00; and

      (b) Consolidated Interest Coverage Ratio. Permit the ratio of Consolidated
EBITDA of the Guarantor or the Company for the most recently ended period of
four consecutive fiscal quarters of the Guarantor or the Company to Consolidated
Interest Expense of the Guarantor or the Company, respectively, for such period
to be less than 2.50:1.00;

provided, that notwithstanding clause (a), the Guarantor may incur additional
Indebtedness having a maturity date equal to or less than 365 days from the date
of incurrence (but not any refinancing thereof) in order to finance Future
Acquisitions, in which case (i) during the term of any such Indebtedness the
Guarantor's compliance with Section 9.1 shall be determined without giving
effect to such Indebtedness or the Consolidated EBITDA of the business or assets
acquired in such Future Acquisition and (ii) upon maturity or termination of
such Indebtedness, the Guarantor's compliance with Section 9.1 shall be
determined after giving effect to any financing in connection therewith and
including the results of such acquired assets or business on a pro forma basis.

      Subject to the provisions of the immediately preceding paragraph, none of
the Guarantor, the Company and their respective Subsidiaries shall incur any
Indebtedness at any time unless, after giving effect to the incurrence such
Indebtedness, the Guarantor or the Company, as applicable, would be in
compliance with Section 9.1(a) as if such Indebtedness had been outstanding on
the last day of the most recently ended period of four consecutive fiscal
quarters.

9.2   INDEBTEDNESS.

      (a) The General Partner. The General Partner shall not create, issue,
incur, assume, become liable in respect of or suffer to exist any Indebtedness
except liabilities (i) to trade

<PAGE>
                                                                              39


creditors for the purchase of goods, materials and supplies, or the performance
of services, in the ordinary course of business and (ii) arising from its status
as general partner under the Guarantor Partnership Agreement.

      (b) The Company. The Company shall not, and shall not permit any
Subsidiary to, directly or indirectly create, issue, incur, assume, become
liable in respect of or suffer to exist any Indebtedness, except:

            (i) Indebtedness of the Company or any Subsidiary pursuant to any
      Note Purchase Document (including any Guarantee Obligation of a Subsidiary
      incurred pursuant to Section 8.13(c)(iii)(C));

            (ii) Indebtedness of the Company to any Subsidiary and of any Wholly
      Owned Subsidiary Guarantor to the Company or any other Subsidiary;

            (iii) Indebtedness outstanding on the date hereof and listed on
      Schedule 9.2(b)(iii) and any refinancings, refundings, renewals or
      extensions thereof (without increasing, or shortening the maturity of, the
      principal amount thereof);

            (iv) Indebtedness (including, without limitation, Capital Lease
      Obligations) secured by Liens permitted by Section 9.3(g) in an aggregate
      principal amount not to exceed $25,000,000 at any one time outstanding;
      and

            (v) additional Indebtedness of the Company or any of its
      Subsidiaries otherwise not expressly permitted by clauses (i) through (iv)
      of this Section 9.2(b) in an aggregate principal amount not to exceed
      $4,000,000 at any one time outstanding.

9.3   LIENS. The Company shall not, and shall not permit any of its Subsidiaries
      to, directly or indirectly create, incur, assume or suffer to exist any
      Lien upon any of its property, whether now owned or hereafter acquired,
      except:

      (a) Liens for taxes not yet due or that are being contested in good faith
by appropriate proceedings, provided that adequate cash reserves with respect
thereto are maintained on the books of the Company or of its Subsidiaries, if
required, in conformity with GAAP;

      (b) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business that are not overdue
for a period of more than thirty (30) days or that are being contested in good
faith by appropriate proceedings;

      (c) pledges or deposits in connection with workers' compensation,
unemployment insurance and other social security legislation;

      (d) deposits to secure the performance of bids, trade contracts (other
than for borrowed money), leases, statutory obligations, surety and appeal
bonds, performance bonds and other obligations of a like nature incurred in the
ordinary course of business;

<PAGE>
                                                                              40


      (e) easements, rights-of-way, restrictions and other similar encumbrances
incurred in the ordinary course of business that, in the aggregate, do not in
any case materially detract from the value of the property subject thereto or
materially interfere with the ordinary conduct of the business of the Company or
any of its Subsidiaries;

      (f) Liens in existence on the date hereof listed on Schedule 9.3(f),
securing Indebtedness permitted by Section 9.2(b)(iii), provided that no such
Lien is spread to cover any additional property after the date of this Agreement
and that the amount of Indebtedness secured thereby is not increased;

      (g) Liens securing Indebtedness of the Company or any of its Subsidiaries
incurred pursuant to Section 9.2(b)(iv) to finance the acquisition of fixed or
capital assets, provided that (i) such Liens shall be created within twelve
months of the acquisition of such fixed or capital assets, (ii) such Liens do
not at any time encumber any property other than the property financed by such
Indebtedness and (iii) the amount of Indebtedness secured thereby does not
exceed the acquisition price of the relevant assets and is not increased between
the time the assets are acquired by the Company and the time the Liens are
created;

      (h) Liens created pursuant to the Security Documents;

      (i) any interest or title of a lessor under any lease entered into by the
Company or any of its Subsidiaries in the ordinary course of its business and
covering only the assets so leased, and any interest of a landowner in the case
of easements entered into by the Company or any of its Subsidiaries in the
ordinary course of its business and covering only the property subject to the
easement;

      (j) Liens which secure obligations not to exceed $7,000,000 arising under
any Swap Agreement relating to Indebtedness incurred in connection with issuance
of the Notes, provided that incurrence of any such Liens shall be subject to the
prior execution of an intercreditor agreement with the Collateral Agent in form
and substance reasonably satisfactory to the Collateral Agent and the Required
Holders; and

      (k) Liens not otherwise permitted by this Section so long as neither (i)
the aggregate outstanding principal amount of the obligations secured thereby
nor (ii) the aggregate fair market value (determined as of the date such Lien is
incurred) of the assets subject thereto exceeds (as to the Company and all its
Subsidiaries) $4,000,000 at any one time.

      Except Liens created pursuant to the Security Agreement, the Guarantor
shall not create, incur, assume or suffer to exist any Lien upon its right,
title and interest in the membership interests of the Company.

9.4   FUNDAMENTAL CHANGES.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into any merger, consolidation or amalgamation, or
liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution), or Dispose of all or substantially all of its property or
business, except that (a) any Investment expressly permitted by Section 9.7 may
be structured as a merger, consolidation or amalgamation and (b) the Company may
merge,

<PAGE>
                                                                              41


consolidate or amalgamate with any Person if (i) the Consolidated EBITDA of such
Person constitutes less than 5% of the Consolidated EBITDA of the Company for
the most recently completed four consecutive fiscal quarters, (ii) such Person
is not an Affiliate of The Williams Companies, (iii) such Person has positive
Consolidated Net Worth as of the date of such transaction, (iv) such Person does
not have contingent liabilities that are material in relation to the value of
the assets acquired and (v) such person is organized and validly existing under
the laws of the United States of America or any jurisdiction thereof, (vi)
immediately after giving effect to such merger, consolidation or amalgamation
and including the results of such Person on a pro forma basis and any
Indebtedness incurred in connection with such transaction, the surviving entity
is in compliance with Section 9.1 and (vii) immediately after giving effect to
such merger, consolidation or amalgamation, no Default or Event of Default shall
have occurred and be continuing. If the Company shall not be the surviving or
continuing Person as a result of such transaction, the Person formed by such
consolidation or into which the Company is merged shall expressly assume, in
form satisfactory to the holders of the Notes, all of the Obligations.

9.5   DISPOSITION OF PROPERTY.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, Dispose of any of its property, whether now owned or
hereafter acquired, or, in the case of any of its Subsidiaries, issue or sell
any shares of such Subsidiary's Capital Stock to any Person, except:

      (a) the Disposition of obsolete or worn out property in the ordinary
course of business;

      (b) the sale of inventory in the ordinary course of business;

      (c) the sale or issuance of any Subsidiary's Capital Stock to the Company
or any Wholly Owned Subsidiary Guarantor;

      (d) the lease of property by the Company and its Subsidiaries in the
ordinary course of business and in a manner consistent with existing and past
practice so long as the perfected, first priority security interest with respect
to such property in favor of the Collateral Agent for the benefit of the holders
is not adversely affected thereby;

      (e) the lease of property or rights acquired in the Acquisition to Tesoro
pursuant to a lease arrangement entered into substantially simultaneously with
the consummation of the Acquisition;

      (f) other property having a fair market value not to exceed $5,000,000 in
the aggregate for any fiscal year of the Company the disposition of which will
not materially impair operations of the Company's pipeline facilities; and

      (g) an exchange of assets for other similar assets in which the fair
market value of the asset(s) received by the Company and its Subsidiaries will
equal or exceed the fair market value of the asset(s) given by the Company and
its Subsidiaries in exchange therefor; provided, however, that (i) any
contingent liabilities related to such acquired assets shall not be material in
relation to the value thereof and (ii) the fair market value of assets so
received by the Company

<PAGE>
                                                                              42


and its Subsidiaries during the term of this Agreement shall not exceed, in the
aggregate, $20,000,000.

9.6   RESTRICTED PAYMENTS.

      (a) If a Default or Event of Default shall have occurred and be
continuing, the Company shall not, and shall not permit any of its Subsidiaries
to, directly or indirectly, declare or pay any distribution (other than
distributions payable solely in equity membership interests) on, or make any
payment on account of, or set apart assets for a sinking or other analogous fund
for, the purchase, redemption, defeasance, retirement or other acquisition of,
any Capital Stock of the Guarantor or the Company or any of their respective
Affiliates, whether now or hereafter outstanding, or make any other distribution
in respect thereof, either directly or indirectly, whether in cash or property
or in obligations of any Affiliate (collectively, "RESTRICTED PAYMENTS") except
that any Subsidiary may make Restricted Payments to the Company or any Wholly
Owned Subsidiary thereof.

      (b) The Guarantor shall not redeem or retire the Guarantor's Class B units
except with the Net Cash Proceeds of Capital Stock issued by the Guarantor.

9.7   INVESTMENTS.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, make any advance, loan, extension of credit (by way of
guaranty or otherwise) or capital contribution to, or purchase any Capital
Stock, bonds, notes, debentures or other debt securities of, or any assets
constituting a business unit of, or make any other investment in, any Person
(all of the foregoing, "INVESTMENTS"), except:

      (a) extensions of trade credit in the ordinary course of business;

      (b) investments in Cash Equivalents;

      (c) Guarantee Obligations permitted by Section 9.2;

      (d) the Acquisition;

      (e) Investments made pursuant to Section 8.6;

      (f) intercompany Investments by any Subsidiary in the Company or by the
Company or any of its Subsidiaries in any Person that, prior to such investment,
is a Wholly Owned Subsidiary Guarantor; and

      (g) Investments by the Company or any of its Subsidiaries in substantially
all of the Capital Stock of any Person provided that: (i) the Consolidated
EBITDA of such Person constitutes less than 5% of the Consolidated EBITDA of the
Company for the most recently completed four consecutive fiscal quarters, (ii)
such Person is not an Affiliate of The Williams Companies, (iii) such Person has
positive Consolidated Net Worth as of the date of such transaction, (iv) such
Person does not have contingent liabilities that are material in relation to the
value of the assets acquired and (v) such person is organized and validly
existing under the

<PAGE>
                                                                              43


laws of the United States of America or any jurisdiction thereof, (vi)
immediately after giving effect to such Investment and including the results of
such Person on a pro forma basis and any Indebtedness incurred in connection
with such transaction, the Company and the Guarantor are in compliance with
Section 9.1 and (vii) immediately after giving effect to such Investment, no
Default or Event of Default shall have occurred and be continuing.

9.8   TRANSACTIONS WITH AFFILIATES.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into any material transaction, including any
purchase, sale, lease or exchange of property, the rendering of any service or
the payment of any management, advisory or similar fees, with any Affiliate
(other than any Wholly Owned Subsidiary Guarantor) unless such transaction is
(a) otherwise permitted under this Agreement, (b) upon terms no less favorable
to the Company than it would obtain in a comparable arm's length transaction and
(c) approved by the Conflicts Committee.

9.9   SWAP AGREEMENTS.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into any Swap Agreement, except (a) Swap
Agreements entered into in order to effectively cap, collar or exchange interest
rates (from fixed to floating rates, from one floating rate to another floating
rate or otherwise) with respect to any interest-bearing liability or investment
of the Company or any of its Subsidiaries provided that the obligations with
respect thereto do not exceed $7,000,000; and (b) Swap Agreements entered into
in the ordinary course of business to effectively hedge or limit commodity price
exposure related to (i) transmix purchase and related product sales, (ii)
product grade imbalances or (iii) natural gas and diesel fuel purchased as fuel
for pipeline turbines; provided that the notional amount of purchases and sales
with respect to any Swap Agreements entered into pursuant to clause (b) shall
not exceed $15,000,000.

9.10  CHANGES IN FISCAL PERIODS.

      The Company shall not permit the fiscal year of the Company to end on a
day other than December 31 or change the Company's method of determining fiscal
quarters.

9.11  NEGATIVE PLEDGE CLAUSES.

      The Company shall not, and shall not permit any of its Subsidiaries to,
enter into or suffer to exist or become effective any agreement that prohibits
or limits the ability of the Company or any of its Subsidiaries to create,
incur, assume or suffer to exist any Lien upon any of its property or revenues,
whether now owned or hereafter acquired, other than (a) this Agreement and the
other Note Purchase Documents and (b) any agreements governing any purchase
money Liens or Capital Lease Obligations otherwise permitted hereby (in which
case, any prohibition or limitation shall only be effective against the assets
financed thereby).

<PAGE>
                                                                              44


9.12  LINES OF BUSINESS.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into any business, including by means of
acquisition, consolidation or otherwise, except for those businesses in which
the Company is engaged on the date of this Agreement or that are reasonably
related thereto.

9.13  AMENDMENTS TO ACQUISITION DOCUMENTS AND VARIOUS AGREEMENTS.

      The General Partner, the Guarantor and the Company, as applicable, shall
not (a) amend, supplement or otherwise modify (pursuant to a waiver or
otherwise) the terms and conditions of the indemnities and licenses furnished to
the Guarantor or the Company pursuant to the Acquisition Documentation such that
after giving effect thereto such indemnities or licenses shall be materially
less favorable to the interests of the Guarantor or the Company with respect
thereto, (b) amend, supplement or otherwise modify (pursuant to a waiver or
otherwise) the terms and conditions of any of the Formation Agreements
(including Sections 7.5 and 7.8 of the Company LLC Agreement, Sections 5.12(i),
6.7(a), 7.6, 7.9, 11.2 and 13.4 of the Guarantor Partnership Agreement, Sections
7.02 and 7.10(c) of the General Partner LLC Agreement and those sections of the
General Partner LLC Agreement amended pursuant to Section 4.1(i)), the Omnibus
Agreement or the Services Agreement in a manner materially adverse to the
interests of the holders of the Notes or (c) convert the General Partner,
Guarantor or Company into any other form of organization.

9.14  CLAUSES RESTRICTING SUBSIDIARY DISTRIBUTIONS.

      The Company shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly, enter into or suffer to exist or become effective any
consensual encumbrance or restriction on the ability of any Subsidiary of the
Company to (a) make Restricted Payments in respect of any Capital Stock of such
Subsidiary held by, or pay any Indebtedness owed to, the Company or any other
Subsidiary of the Company, (b) make loans or advances to, or other Investments
in, the Company or any other Subsidiary of the Company or (c) transfer any of
its assets to the Company or any other Subsidiary of the Company, except for
such encumbrances or restrictions existing under or by reason of (i) any
restrictions existing under the Note Purchase Documents and (ii) any
restrictions with respect to a Subsidiary imposed pursuant to an agreement that
has been entered into in connection with the Disposition of all or substantially
all of the Capital Stock or assets of such Subsidiary.

9.15  SALES AND LEASEBACKS.

      Unless the Company and its Subsidiaries would then be entitled to incur
secured Indebtedness in an amount equal to the value of the property sold,
neither the Company nor any of its Subsidiaries shall enter into any arrangement
with any Person providing for the leasing by the Company or any Subsidiary of
real or personal property that has been or is to be sold or transferred by the
Company or any Subsidiary to such Person or to any other Person to whom funds
have been or are to be advanced by such Person on the security of such property
or rental obligations of the Company or any Subsidiary.

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                                                                              45


9.16  NO SUBSIDIARIES.

      The Company shall not create, acquire or own any Subsidiaries, except as
expressly provided in Section 9.7(g).

10.   GUARANTEE.

      The Guarantor does hereby covenant and agree with each Purchaser, each
subsequent holder of any of the Notes and the Collateral Agent as follows:

10.1  SCOPE OF GUARANTEE.

      Until the Obligations of the Company under this Agreement have been
terminated in accordance with their terms (other than by reason of an Event of
Default thereunder), the Guarantor hereby guarantees, as a primary obligor and
not merely as a surety, absolutely and unconditionally (i) the full and prompt
payment of the principal of and interest and the Prepayment Premium and
Make-Whole Amount, if any, and other liabilities or amounts payable on the Notes
from time to time outstanding, as and when such payments become due and payable,
whether by lapse of time, upon redemption or prepayment, by extension or by
acceleration or declaration, or otherwise, and the due and punctual payment of
any other Obligations or amounts owing to the holders of the Notes, or any of
them, by the Company under the Notes, this Agreement, any other Note Purchase
Document or otherwise (including interest on overdue payments of principal, the
Prepayment Premium and Make-Whole Amount, if any, or interest or other
liabilities or amounts at the rate set forth in the Notes), (ii) the full and
prompt payment of all attorneys' fees, costs and expenses of collection in
amounts actually incurred by the holders of such Notes in connection with the
enforcement of this Guarantee, (iii) the full and timely performance of all
other obligations of the Company under each Note Purchase Document and (iv) if
the Guarantor shall fail to make any payment required to be made by it to any
holder of any Note under this Section 10.1 on the date such payment is due
hereunder, full and prompt payment of the interest on the amount of such
payment, at the rate of interest then in effect with respect to overdue payments
of principal or interest on the Notes concerned, from the date such payment was
required to be made until the same is actually paid to such holder. The
Guarantee provided for herein is a guarantee of the immediate and timely payment
and performance of the obligations guaranteed hereby and shall not be deemed to
be a guarantee of the collectability of such payments and that in consequence
thereof each holder of the Notes may sue the Guarantor directly.

      The Guarantor hereby waives any right to require that any action on or in
respect of any Note or this Agreement be brought against the Company or that
resort be had to any direct or indirect security for the Notes of the Company or
any other remedy. Any holder of any Note may, at its option, proceed hereunder
against the Guarantor in the first instance to collect monies when due, the
payment of which is guaranteed hereby, without first proceeding against the
Company or any other Person and without first resorting to any direct or
indirect security for the Notes of the Company or any other remedy. The
liability of the Guarantor hereunder shall in no way be affected or impaired by
any acceptance or release by any holder of any Note or any direct or indirect
security for, or other guaranties of, any indebtedness, liability or obligation
of the Company or any other Person to any holder of any Note or by any failure,
delay, neglect or

<PAGE>
                                                                              46


omission by any holder of any Note to realize upon or protect any such
indebtedness, liability or obligation or any notes or other instruments
evidencing the same or any direct or indirect security therefor or by any
estoppel, consent, waiver, or other action taken, or omitted to be taken, by
such holder. Anything herein to the contrary notwithstanding, the maximum
liability of the Guarantor hereunder shall in no event exceed the amount which
can be guaranteed by the Guarantor under applicable laws relating to the
insolvency of debtors.

10.2  GUARANTOR CONSENT.

      The Guarantor hereby consents and agrees that any holder of any Note from
time to time, with or without any further notice to or assent from the Guarantor
may, without in any manner affecting the liability of the Guarantor, and upon
such terms and conditions as such holder may deem advisable: (1) extend in whole
or in part (by renewal or otherwise), modify, change, compromise, release or
extend the duration of the time for the performance or payment of, any
indebtedness, liability or obligation of the Company or of any other Person
secondarily or otherwise liable for any indebtedness, liability or obligations
of the Company on the Notes, or waive any default with respect thereto, or, with
the consent of the Company to the extent required by the terms thereof, waive,
modify, amend or change any provision of this Agreement or the Notes; (2) sell,
release, surrender, modify, impair, exchange or substitute any and all property,
of any nature and from whomsoever received, held by, or on behalf of, any such
holder as direct or indirect security for the payment or performance of any
indebtedness, liability or obligation of the Company or of any other Person
secondarily or otherwise liable for such indebtedness, liability or obligation;
and (3) settle, adjust or compromise any claim of the Company against any other
Person secondarily or otherwise liable for any indebtedness, liability or
obligation of the Company on the Notes. The Guarantor hereby ratifies and
confirms any such extension, renewal, change, sale, release, waiver, surrender,
exchange, modification, amendment, impairment, substitution, settlement,
adjustment or compromise and agrees that the same shall be binding upon it, and
hereby waives any and all defenses, counterclaims or offsets which it might or
could have by reason thereof, it being understood that the Guarantor shall at
all times be bound by this Guarantee and remain liable hereunder in accordance
with its terms.

10.3  CHARACTER OF OBLIGATIONS OF GUARANTOR.

      (a) The Guarantor hereby waives: (i) notice of acceptance of this
Guarantee by the holders of the Notes or of the creation, renewal or accrual of
any liability of the Company, present or future, or of the reliance of the
holders of the Notes upon this Guarantee (it being understood that every
indebtedness, liability and obligation described in Section 10.1 hereof shall
conclusively be presumed to have been created, contracted or incurred in
reliance upon the execution of this Guarantee); (ii) demand of payment by the
holders of the Notes from the Company or any other Person indebted in any manner
on or for any of the indebtedness, liabilities or obligations hereby guaranteed;
and (iii) presentment for payment by the holders of the Notes or any other
Person of the Notes of the Company or any other instrument, protest thereof and
notice of its dishonor to any party thereto and to the Guarantor.

      (b) Without limiting the generality of the foregoing, the obligations of
the Guarantor shall not be discharged or impaired or otherwise affected by:

<PAGE>
                                                                              47


      (A)   any default, failure or delay, willful or otherwise, in the
            performance by the Company of any obligations of any kind or
            character whatsoever of the Company (including, without limitation,
            the obligations and undertakings of the Company under this
            Agreement);

      (B)   any creditors' rights, bankruptcy, receivership or other insolvency
            proceeding of the Company or any other Person or in respect of the
            property of the Company or any other Person or any merger,
            consolidation, reorganization, dissolution, liquidation or winding
            up of the Company or any other Person;

      (C)   impossibility or illegality of performance on the part of the
            Company of its obligations under the Notes, this Agreement, any Note
            Purchase Document or any other instruments or documents;

      (D)   the validity or enforceability of the Notes, this Agreement, any
            Note Purchase Document or any other instruments or documents;

      (E)   in respect of the Company or any other Person, any change of
            circumstances, whether or not foreseen or foreseeable, whether or
            not imputable to the Company or any other Person, or other
            impossibility of performance through fire, explosion, accident,
            labor disturbance, floods, droughts, embargoes, wars (whether or not
            declared), civil commotions, acts of God or the public enemy, delays
            or failure of suppliers or carriers, inability to obtain materials,
            action of any federal or state regulatory body or agency, change of
            law or any other causes affecting performance, or any other force
            majeure, whether or not beyond the control of the Company or any
            other Person and whether or not of the kind hereinbefore specified;

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

      (G)   any order, judgment, decree, ruling or regulation (whether or not
            valid) of any court of any nation or of any political subdivision
            thereof or any body, agency, department, official or administrative
            or regulatory agency of any thereof or any other action, happening,
            event or reason whatsoever, which shall delay, interfere with,
            hinder or prevent, or in any way adversely affect, the performance
            by any party of its respective obligations under this Agreement, any
            Note, any Note Purchase Document or any instrument relating thereto;

      (H)   any sale of all or any part of the Capital Stock of the Company;

      (I)   the failure of the Guarantor to receive any benefit from or as a
            result of its execution, delivery and performance of this Guarantee;
            or

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                                                                              48


      (J)   any other circumstances which might otherwise constitute a defense
            available to, or a discharge of, the Guarantor in respect of its
            obligations under this Guarantee.

10.4  ABSOLUTE AND UNCONDITIONAL OBLIGATION.

      The liability of the Guarantor under this Guarantee shall be absolute,
direct, immediate, irrevocable and unconditional. The obligations of the
Guarantor under this Guarantee and the rights of the holders of the Notes to
enforce such obligations by any proceedings, whether by action at law, suit in
equity or otherwise, shall not be subject to any reduction, limitation,
impairment or termination, whether by reason of any claim of any character
whatsoever or otherwise, including, without limitation, claims of waiver,
release, surrender, alteration or compromise, and shall not be subject to any
defense, set-off, counterclaim (other than any compulsory counterclaim),
recoupment or termination whatsoever.

10.5  WAIVER OF SUBROGATION AND CONTRIBUTION.

      The Guarantor hereby irrevocably waives, at all times prior to the payment
in full of the Notes and all other amounts payable hereunder, any claim or other
rights which it may now or hereunder acquire against the Company that arise from
the existence, payment, performance or enforcement of the Guarantor's
obligations under this Guarantee or any other agreement, including, without
limitation, any right of subrogation, reimbursement, exoneration, contribution,
indemnification, or any right to participate in any claim or remedy of any
holder of the Notes against the Company, whether or not such claim, remedy or
right arises in equity, or under contract, statute or common law, including
without limitation, the right to take or receive from the Company, directly or
indirectly, in cash or other property or by set-off or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to the Guarantor in violation of the preceding sentence at any
time prior to the payment in full of the Notes and all other amounts payable
hereunder, such amount shall be deemed to have been paid to the Guarantor for
the benefit of, and held in trust for the benefit of, the holders of the Notes
and shall forthwith be paid to the holders of the Notes to be credited and
applied pro rata upon the Notes whether matured or unmatured.

10.6  PREFERENCE.

      The Guarantor agrees that to the extent the Company or the Guarantor makes
any payment on the Notes or under this Guarantee, as the case may be, which
payment or any part thereof is subsequently invalidated, voided, declared to be
fraudulent or preferential, set aside, recovered, rescinded or is required to be
retained by or repaid to a trustee, receiver or any other Person under any
bankruptcy code, common law, or equitable cause, then and to the extent of such
payment, the obligation or the part thereof intended to be satisfied shall be
revived and continued in full force and effect with respect to the Guarantor's
obligation hereunder, as if said payment had not been made.

11.   LIMITED PUT RIGHT.

      Within thirty (30) days from the date on which the Company mails notice
pursuant to Section 8.10(f), each holder of Notes shall have the right to put
all or a portion of its Notes to the Company (the "FUNDAMENTAL CHANGE PUT"), and
the Company shall be obligated to repurchase

<PAGE>
                                                                              49


such Notes, on the date which is sixty (60) days after the notice was mailed for
an amount equal to the outstanding principal amount of such Notes plus accrued
and unpaid interest thereon to the date of repurchase.

12.   EVENTS OF DEFAULT.

      An "EVENT OF DEFAULT" shall exist if any of the following conditions or
events shall occur and be continuing:

      (a) the Company defaults in the payment of any principal, Prepayment
Premium, Make-Whole Amount, if any, or payment on account of a Fundamental
Change Put on any Note when the same becomes due and payable, whether at
maturity or at a date fixed for prepayment or by declaration or otherwise; or

      (b) the Company defaults in the payment of any interest on any Note or
fails to make any deposit required by Section 8.15, in each case for more than
five (5) Business Days after the same becomes due and payable; or

      (c) (i) the General Partner, the Guarantor or the Company or any of its
Subsidiaries defaults in the performance of or compliance with any term
applicable to it contained in clause (i) or (ii) of Section 8.4, Section
8.10(a), Section 8.12, Section 8.16 or Section 9 of this Agreement or Sections
4.4 and 4.6(b) of the Security Agreement or (ii) an "Event of Default" under and
as defined in any Mortgage shall have occurred and be continuing; or

      (d) a failure (i) to keep in force insurance required by Section 8.5(b),
or (ii) to comply with and conform to all provisions and requirements of the
insurance policies and the insurers thereunder which would affect the Company's
or its Subsidiaries' ability to keep in force the insurance required by Section
8.5(b) or to collect any proceeds therefrom, or (iii) to comply with any
provision of Section 8.5(c); or

      (e) the General Partner, the Guarantor or the Company or any of its
Subsidiaries defaults in the performance of or compliance with any term
applicable to it contained herein (other than those referred to in paragraphs
(a), (b), (c) or (d) of this Section 12) or any other Note Purchase Document and
such default is not remedied within thirty (30) days (or, in the case of any
other Note Purchase Document, such shorter grace period as is expressly provided
therein) after the earlier of (i) a Responsible Officer obtaining actual
knowledge of such default and (ii) the Guarantor, the Company or any of its
Subsidiaries receiving written notice of such default from the Required Holders
(any such written notice to be identified as a "notice of default" and to refer
specifically to this paragraph (e) of Section 12); or

      (f) any representation or warranty made in writing by or on behalf of the
General Partner, the Guarantor or the Company or any of its Subsidiaries or by
any officer of the General Partner, the Guarantor or the Company or any of its
Subsidiaries in this Agreement, any Note Purchase Document or in any writing
furnished in connection with the transactions contemplated hereby proves to have
been false or incorrect in any material respect on the date as of which made; or

<PAGE>
                                                                              50


      (g) the General Partner, the Guarantor or the Company or any of its
Subsidiaries shall (i) default in making any payment of any principal of any
Indebtedness (including any Guarantee Obligation, but excluding the Notes) on
the scheduled or original due date with respect thereto; or (ii) default in
making any payment of any interest on any such Indebtedness beyond the period of
grace, if any, provided in the instrument or agreement under which such
Indebtedness was created; or (iii) default in the observance or performance of
any other agreement or condition relating to any such Indebtedness or contained
in any instrument or agreement evidencing, securing or relating thereto, or any
other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or beneficiary of such
Indebtedness (or a trustee or agent on behalf of such holder or beneficiary) to
cause, with the giving of notice if required, such Indebtedness to become due
prior to its stated maturity or (in the case of any such Indebtedness
constituting a Guarantee Obligation) to become payable; provided, that a
default, event or condition described in clause (i), (ii) or (iii) of this
paragraph (g) shall not at any time constitute an Event of Default unless, at
such time, one or more defaults, events or conditions of the type described in
clauses (i), (ii) and (iii) of this paragraph (g) shall have occurred and be
continuing with respect to Indebtedness the outstanding principal amount of
which exceeds in the aggregate $10,000,000; or

      (h) (i) the General Partner, the Guarantor or any Subsidiary of the
Guarantor, including the Company or any of its Subsidiaries, shall commence any
case, proceeding or other action (A) under any existing or future law of any
jurisdiction, domestic or foreign, relating to bankruptcy, insolvency,
reorganization or relief of debtors, seeking to have an order for relief entered
with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or
seeking reorganization, arrangement, adjustment, winding-up, liquidation,
dissolution, composition or other relief with respect to it or its debts, or (B)
seeking appointment of a receiver, trustee, custodian, conservator or other
similar official for it or for all or any substantial part of its assets, or the
General Partner, the Guarantor or any Subsidiary of the Guarantor, including the
Company or any of its Subsidiaries, shall make a general assignment for the
benefit of its creditors; or (ii) there shall be commenced against the General
Partner, the Guarantor or any Subsidiary of the Guarantor, including the Company
or any of its Subsidiaries, any case, proceeding or other action of a nature
referred to in clause (i) above that (A) results in the entry of an order for
relief or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of sixty (60) days; or (iii) there shall
be commenced against the General Partner, the Guarantor or any Subsidiary of the
Guarantor, including the Company or any of its Subsidiaries, any case,
proceeding or other action seeking issuance of a warrant of attachment,
execution, distraint or similar process against all or any substantial part of
its assets that results in the entry of an order for any such relief that shall
not have been vacated, discharged, or stayed or bonded pending appeal within
sixty (60) days from the entry thereof; or (iv) the General Partner, the
Guarantor or any Subsidiary of the Guarantor, including the Company or any of
its Subsidiaries, shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in clause
(i), (ii), or (iii) above; or (v) the General Partner, the Guarantor or any
Subsidiary of the Guarantor, including the Company or any of its Subsidiaries,
shall generally not, or shall be unable to, or shall admit in writing its
inability to, pay its debts as they become due; or

      (i) (i) any Person shall engage in any "prohibited transaction" (as
defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan,
(ii) any "accumulated

<PAGE>
                                                                              51


funding deficiency" (as defined in Section 302 of ERISA), whether or not waived,
shall exist with respect to any Plan or any Lien in favor of the PBGC or a Plan
shall arise on the assets of the General Partner, the Guarantor, the Company or
any Commonly Controlled Entity, (iii) a Reportable Event shall occur with
respect to, or proceedings shall commence to have a trustee appointed, or a
trustee shall be appointed, to administer or to terminate, any Single Employer
Plan, which Reportable Event or commencement of proceedings or appointment of a
trustee is, in the reasonable opinion of the Required Holders, likely to result
in the termination of such Plan for purposes of Title IV of ERISA, (iv) any
Single Employer Plan shall terminate for purposes of Title IV of ERISA, (v) the
General Partner, the Guarantor, the Company or any Commonly Controlled Entity
shall, or in the reasonable opinion of the Required Holders is likely to, incur
any liability in connection with a withdrawal from, or the Insolvency or
Reorganization of, a Multiemployer Plan or (vi) any other event or condition
shall occur or exist with respect to a Plan; and in each case in clauses (i)
through (vi) above, such event or condition, together with all other such events
or conditions, if any, could, in the reasonable judgment of the Required
Holders, reasonably be expected to have a Material Adverse Effect; or

      (j) one or more judgments or decrees shall be entered against the General
Partner, the Guarantor or the Company or any of its Subsidiaries involving in
the aggregate a liability (not paid or fully covered by insurance as to which
the relevant insurance company has acknowledged coverage) of $10,000,000 or
more, and all such judgments or decrees shall not have been vacated, discharged,
stayed or bonded pending appeal within thirty (30) days from the entry thereof;
or

      (k) any of the Security Documents shall cease, for any reason, to be in
full force and effect, or the Company or any Affiliate thereof shall so assert,
or any Lien created by any of the Security Documents shall cease to be
enforceable and of the same effect and priority purported to be created thereby;
or

      (l) the Guarantee or any guarantee entered into by a Subsidiary pursuant
to Section 8.13(c)(iii)(C) shall cease, for any reason, to be in full force and
effect or the General Partner, the Guarantor, the Company, any Subsidiary or any
Affiliate thereof shall so assert.

13.   REMEDIES ON DEFAULT, ETC.

13.1  ACCELERATION.

      (a) If an Event of Default described in paragraph (h) of Section 12 has
occurred, the outstanding Commitments, if any, shall immediately terminate and
all Notes then outstanding shall automatically become immediately due and
payable.

      (b) If any other Event of Default has occurred, the Required Holders, by
notice to the Company, may take either or both of the following actions: (i)
declare the outstanding Commitments, if any, to be terminated forthwith,
whereupon the Commitments shall immediately terminate; and (ii) declare all
Notes (with accrued interest thereon) and all other amounts owing under this
Agreement and the other Note Purchase Documents to be due and payable forthwith,
whereupon all Notes and other such amounts shall immediately become due and
payable.

<PAGE>
                                                                              52


      (c) If any Event of Default described in paragraph (a) or (b) of Section
12 has occurred and is continuing, any holder of Notes affected by such Event of
Default may at any time, at its option, by notice to the Company, declare all
the Notes held by it to be immediately due and payable.

      Any notice delivered by the Required Holders pursuant to this Section 13.1
shall also be provided to the Collateral Agent.

      Upon any Notes becoming automatically due and payable under this Section
13.1, whether automatically or by declaration, such Notes will forthwith mature
and the entire unpaid principal amount of the Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Prepayment Premium, in the case of the
Series A Notes, and the Make-Whole Amount, in the case of the Series B Notes,
determined in respect of such principal amount and in accordance with Section
7.3 (to the full extent permitted by applicable law), shall all be immediately
due and payable, in each and every case without presentment, demand, protest or
further notice, all of which are hereby waived. The Company acknowledges, and
the parties hereto agree, that each holder of a Note has the right to maintain
its investment in the Notes free from repayment by the Company (except as herein
specifically provided for) and that the provision for payment of a Prepayment
Premium, in the case of the Series A Notes, or a Make-Whole Amount, in the case
of the Series B Notes, by the Company in the event that the Notes are prepaid or
are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

13.2  OTHER REMEDIES.

      If any Default or Event of Default has occurred and is continuing, and
irrespective of whether the Notes have become or have been declared immediately
due and payable under Section 13.1, the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof, or in aid
of the exercise of any power granted hereby or thereby or by law or otherwise.

      If any Default or Event of Default has occurred and is continuing, the
Collateral Agent and the holders may exercise the remedies provided in the
Security Documents.

13.3  NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

      No course of dealing and no delay on the part of any holder of any Note in
exercising any right, power or remedy shall operate as a waiver thereof or
otherwise prejudice such holder's rights, powers or remedies. No right, power or
remedy conferred by this Agreement or by any Note upon any holder thereof shall
be exclusive of any other right, power or remedy referred to herein or therein
or now or hereafter available at law, in equity, by statute or otherwise.
Without limiting the obligations of the Company under Section 16, the Company
will pay to the holder of each Note on demand such further amount as shall be
sufficient to cover all costs and expenses of such holder incurred in any
enforcement or collection under this Section 13, including, without limitation,
reasonable attorneys' fees, expenses and disbursements.

<PAGE>
                                                                              53


13.4  NO GENERAL PARTNER'S LIABILITY.

      Notwithstanding any other provision contained in the Note Purchase
Documents to the contrary, the Purchasers agree for themselves and any
subsequent holder of any Note by acceptance of a Note registered in its name (or
the name of its nominee) shall be deemed to have agreed, that any claim against
the Company which may arise under this Agreement, any Note or any other Note
Purchase Document shall be made only against and shall be limited to the assets
of the Company and the Guarantor, and that no judgment, order or execution
entered in any suit, action or proceeding, whether legal or equitable, on this
Agreement, such Note or any of the other Note Purchase Documents shall be
obtained or enforced against the General Partner or its assets for the purpose
of obtaining satisfaction and payment of such Note, the Indebtedness evidenced
thereby or any claims arising thereunder or under this Agreement or any other
Note Purchase Document, any right to proceed against the General Partner
individually or its respective assets being hereby expressly waived, renounced
and remitted by the holders of the Notes. Nothing in this Section 13.4, however,
shall be construed so as to prevent any holder of any Note from commencing any
action, suit or proceeding with respect to or causing legal papers to be served
upon the General Partner for the purpose of obtaining jurisdiction over the
Guarantor or the Company or enforcing the obligations of the General Partner or
the Company hereunder.

14.   REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

14.1  REGISTRATION OF NOTES.

      The Company shall keep at its principal executive office a register for
the registration and registration of transfers of Notes. The name and address of
each holder of one or more Notes, each transfer thereof and the name and address
of each transferee of one or more Notes shall be registered in such register.
Prior to due presentment for registration of transfer, the Person in whose name
any Note shall be registered shall be deemed and treated as the owner and holder
thereof for all purposes hereof, and the Company shall not be affected by any
notice or knowledge to the contrary. The Company shall give to any holder of a
Note that is an Institutional Investor, promptly upon request therefor, a
complete and correct copy of the names and addresses of all registered holders
of Notes.

14.2  TRANSFER AND EXCHANGE OF NOTES.

      Upon surrender of any Note at the principal executive office of the
Company for registration of transfer or exchange (and in the case of a surrender
for registration of transfer, duly endorsed or accompanied by a written
instrument of transfer duly executed by the registered holder of such Note or
his attorney duly authorized in writing and accompanied by the address for
notices of each transferee of such Note or part thereof), the Company shall
execute and deliver, at the Company's expense (except as provided below), one or
more new Notes (as requested by the holder thereof) of the same series in
exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be payable to
such Person as such holder may request and shall be substantially in the form of
Exhibit A, in the case of a new Series A Note, or Exhibit B, in the case of a
new Series B Note. Each such new Note shall be dated and bear interest from the
date to which interest shall

<PAGE>
                                                                              54


have been paid on the surrendered Note or dated the date of the surrendered Note
if no interest shall have been paid thereon. The Company may require payment of
a sum sufficient to cover any stamp tax or governmental charge imposed in
respect of any such transfer of Notes. Notes shall not be transferred in
denominations of less than $1,000,000, provided that if necessary to enable the
registration of transfer by a holder of its entire holding of Notes, one Note
may be in a denomination of less than $1,000,000. Any transferee, by its
acceptance of a Note registered in its name (or the name of its nominee), shall
be deemed to have made the representation set forth in Section 6.2.

      Upon registration of transfer in accordance with this Section 14.2, (i)
the transferee shall be deemed a "holder" hereunder with respect to the
transferred Notes and shall become a party to this Agreement and shall have all
of the rights and obligations of a holder hereunder (except for purposes of the
representation contained in Section 6.1) and under the other Note Purchase
Documents and (ii) except as otherwise provided therein, the transferor shall
relinquish its rights and be released from its obligations under the Note
Purchase Documents to the extent of the interests so transferred.

14.3  REPLACEMENT OF NOTES.

      Upon receipt by the Company of evidence reasonably satisfactory to it of
the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from
such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and

      (a) in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to it (provided that if the holder of such Note is, or is a nominee
for, an original Purchaser or another holder of a Note with a minimum net worth
of at least $100,000,000, such Person's own unsecured agreement of indemnity
shall be deemed to be satisfactory), or

      (b) in the case of mutilation, upon surrender and cancellation thereof,
the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note of the same series, dated and bearing interest from the date to which
interest shall have been paid on such lost, stolen, destroyed or mutilated Note
or dated the date of such lost, stolen, destroyed or mutilated Note if no
interest shall have been paid thereon.

15.   PAYMENTS ON NOTES.

      So long as each Purchaser or its nominee shall be the holder of any Note,
the Company will pay all sums becoming due on such Note for principal, the
Prepayment Premium and Make-Whole Amount, if any, and interest by the method and
at the address specified for such purpose below its name in Schedule A-1 and
Schedule A-2, or by such other method or at such other address as it shall have
from time to time specified to the Company in writing for such purpose, without
the presentation or surrender of such Note or the making of any notation
thereon, except that upon written request of the Company made concurrently with
or reasonably promptly after payment or prepayment in full of any Note, such
Purchaser shall surrender its Note for cancellation, reasonably promptly after
any such request, to the Company at its principal executive office. Prior to any
sale or other disposition of any Note held by any Purchaser or its

<PAGE>
                                                                              55


nominee it will, at its election, either endorse thereon the amount of principal
paid thereon and the last date to which interest has been paid thereon or
surrender such Note to the Company in exchange for a new Note or Notes pursuant
to Section 14.2. The Company will afford the benefits of this Section 15 to any
Institutional Investor that is the direct or indirect transferee of any Note
purchased by any Purchaser under this Agreement and that has made the same
agreement relating to such Note as such Purchaser has made in this Section 15.

16.   EXPENSES, ETC.

      Whether or not the transactions contemplated hereby are consummated, the
Company agrees (a) to pay or reimburse all out-of-pocket costs and expenses
(including the fees of special and local counsel to the Purchasers) incurred by
each Purchaser, each holder of Notes, the Collateral Agent and the Cash Escrow
Agent in connection with the development, preparation and execution of, and any
amendment, supplement or modification to, or waivers or consents in respect of,
this Agreement and the other Note Purchase Documents and any other documents
prepared in connection herewith or therewith, and the consummation and
administration of the transactions contemplated hereby and thereby, including
the reasonable fees and disbursements of the Cash Escrow Agent and the
Collateral Agent and filing and recording fees and expenses, with statements
with respect to the foregoing to be submitted to the Company prior to each
Closing Date (in the case of amounts to be paid on a Closing Date) and from time
to time thereafter on a quarterly basis or such other periodic basis as the
Collateral Agent, the Cash Escrow Agent or the Required Holders shall deem
appropriate, (b) to pay or reimburse each holder, the Collateral Agent and the
Cash Escrow Agent for all its costs and expenses incurred in connection with the
enforcement or preservation of (or determining whether or how to enforce or
preserve) any rights under this Agreement, the other Note Purchase Documents and
any such other documents, including the fees and disbursements of counsel
(including the allocated fees and expenses of in-house counsel) to each holder
or to the Collateral Agent or the Cash Escrow Agent, (c) to pay, indemnify, and
hold each holder harmless from, any and all recording and filing fees and any
and all liabilities with respect to, or resulting from any delay in paying,
stamp, excise and other taxes, if any, that may be payable or determined to be
payable in connection with the execution and delivery of, or consummation or
administration of any of the transactions contemplated by, or any amendment,
supplement or modification of, or any waiver or consent under or in respect of,
this Agreement, the other Note Purchase Documents and any such other documents
and (d) to pay, indemnify, and hold each holder and their respective officers,
directors, employees, affiliates, agents and controlling persons (each, an
"INDEMNITEE") harmless from and against any and all other liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement, the other Note Purchase Documents and any such other documents,
including any of the foregoing relating to the use of proceeds of the Notes or
the violation of, noncompliance with or liability under, any Environmental Law
applicable to the operations of the Company or any of its Subsidiaries or any of
the Properties and the reasonable fees and expenses of legal counsel in
connection with claims, actions or proceedings by any Indemnitee against the
Guarantor or the Company or any of its Subsidiaries under any Note Purchase
Document (all the foregoing in this clause (d), collectively, the "INDEMNIFIED
LIABILITIES"), provided, that the Company and its Subsidiaries shall have no
obligation hereunder to any Indemnitee with respect to Indemnified Liabilities
to the extent such Indemnified Liabilities are found by a final and
nonappealable

<PAGE>
                                                                              56


decision of a court of competent jurisdiction to have resulted solely from the
gross negligence or willful misconduct of such Indemnitee. Without limiting the
foregoing, and to the extent permitted by applicable law, each of the General
Partner, the Guarantor and the Company agrees not to assert, and to cause each
Subsidiary of the Company not to assert, and hereby waives, and agrees to cause
each Subsidiary of the Company to waive, all rights for contribution or any
other rights of recovery with respect to all claims, demands, penalties, fines,
liabilities, settlements, damages, costs and expenses of whatever kind or
nature, under or related to Environmental Laws, that any of them might have by
statute or otherwise against any Indemnitee. All amounts due under this Section
16 shall be payable not later than ten (10) days after written demand therefor.
The agreements in this Section 16 shall survive: transfer or sale of Notes by a
holder and repayment of the Notes and all other amounts payable hereunder; the
enforcement, amendment or waiver of any provision of this Agreement, any Note
Purchase Document or the Notes; and the termination of this Agreement or any
Note Purchase Document.

17.   SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

      All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the other Note Purchase Documents,
the purchase or transfer by any Purchaser of any Note or portion thereof or
interest therein and the payment of any Note, and may be relied upon by any
subsequent holder of a Note, regardless of any investigation made at any time by
or on behalf of any Purchaser or any other holder of a Note. All statements
contained in any other Note Purchase Document, any certificate or any other
instrument delivered by or on behalf of the Company pursuant to this Agreement
shall be deemed representations and warranties of the Company under this
Agreement. Subject to the preceding sentence, this Agreement and the other Note
Purchase Documents embody the entire agreement and understanding between the
Purchasers and the Company and supersede all prior agreements and understandings
relating to the subject matter hereof.

18.   AMENDMENT AND WAIVER.

18.1  REQUIREMENTS.

      This Agreement, the Mortgages, the Security Agreement, the Collateral
Agency Agreement and the Notes may be amended, and the observance of any term
thereof may be waived (either retroactively or prospectively), with (and only
with) the written consent of the Guarantor, the Company and each of its
Subsidiaries (in each case, to the extent a party thereto) and the Required
Holders and, with respect to the Mortgages and the Security Agreement, the
Collateral Agent, and, with respect to the Collateral Agency Agreement, the
Collateral Agent and the Cash Escrow Agent, except that (a) no amendment or
waiver of any of the provisions of Section 1, 2, 3, 4, 5, 6, 10, 16, 21 or 23
hereof, or any defined term (as it is used therein), will be effective as to any
holder of Notes unless consented to by such holder of Notes in writing, (b) no
amendment or waiver may release any material portion of the Collateral, release
the Guarantor from its obligations under Section 10, or release any Subsidiary
from its guarantee obligations undertaken pursuant to Section 8.13(c)(iii)(C),
in each case without the written consent of all holders of the Notes, (c) no
amendment or waiver may reduce any percentage specified in the definition of
Required Holders without the consent of all holders of the Notes and (d) no such

<PAGE>
                                                                              57


amendment or waiver may, without the written consent of the holder of each Note
at the time outstanding affected thereby, (i) subject to the provisions of
Section 13 relating to acceleration, change the amount or time of any prepayment
or payment of principal of, or reduce the rate or change the time of payment or
method of computation of interest or of the Prepayment Premium or Make-Whole
Amount on, the Notes or (ii) amend any of Sections 7, 12(a), 12(b), 13, 18 or
22.

18.2  SOLICITATION OF HOLDERS OF NOTES.

      (a) Solicitation. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is required, to
enable such holder to make an informed and considered decision with respect to
any proposed amendment, waiver or consent in respect of any of the provisions
hereof or of the Mortgages, the Security Agreement or the Notes. The Company
will deliver executed or true and correct copies of each amendment, waiver or
consent effected pursuant to the provisions of this Section 18 to each holder of
outstanding Notes promptly following the date on which it is executed and
delivered by, or receives the consent or approval of, the requisite holders of
Notes.

      (b) Payment. The Company will not directly or indirectly pay or cause to
be paid any remuneration, whether by way of supplemental or additional interest,
fee or otherwise, or grant any security, to any holder of Notes as consideration
for or as an inducement to the entering into by any holder of Notes or any
waiver or amendment of any of the terms and provisions hereof unless such
remuneration is concurrently paid, or security is concurrently granted, on the
same terms, ratably to each holder of Notes then outstanding even if such holder
did not consent to such waiver or amendment.

18.3  BINDING EFFECT, ETC.

      Any amendment or waiver consented to as provided in this Section 18
applies equally to all holders of Notes and is binding upon them and upon each
future holder of any Note and upon the Company, the Guarantor and the General
Partner without regard to whether such Note has been marked to indicate such
amendment or waiver. No such amendment or waiver will extend to or affect any
obligation, covenant, agreement, Default or Event of Default not expressly
amended or waived or impair any right consequent thereon. No course of dealing
between or among the Company, the Guarantor and the General Partner and the
holder of any Note nor any delay in exercising any rights hereunder or under any
Note shall operate as a waiver of any rights of any holder of such Note. As used
herein, the term "this Agreement" and references thereto shall mean this
Agreement as it may from time to time be amended or supplemented.

18.4  NOTES HELD BY COMPANY, ETC.

      Solely for the purpose of determining whether the holders of the requisite
percentage of the aggregate principal amount of Notes then outstanding approved
or consented to any amendment, waiver or consent to be given under this
Agreement, the Notes, the Mortgages or the Security Agreement, or have directed
the taking of any action provided herein or in the Notes to be taken upon the
direction of the holders of a specified percentage of the aggregate principal

<PAGE>
                                                                              58


amount of Notes then outstanding, Notes directly or indirectly owned by the
Company or any of its Affiliates shall be deemed not to be outstanding.

18.5  RELEASES OF GUARANTEES AND LIENS.

      (a) Notwithstanding anything to the contrary contained herein or in any
other Note Purchase Document, the Collateral Agent shall be irrevocably
authorized by each holder of Notes (without requirement of notice to or consent
of any holder of Notes except as expressly required by Section 18.1) to take any
action requested by the Company or any of its Subsidiaries having the effect of
releasing any Collateral (i) to the extent necessary to permit consummation of
any transaction not prohibited by any Note Purchase Document or that has been
consented to in accordance with Section 18.1 or (ii) under the circumstances
described in paragraph (b) below.

      (b) At such time as the Notes and the other Obligations under the Note
Purchase Documents shall have been paid in full, the Collateral shall be
released from the Liens created by the Security Documents, and the Security
Documents and all obligations (other than those expressly stated to survive such
termination) of the Collateral Agent and the Company or any of its Subsidiaries
under the Security Documents shall terminate, all without delivery of any
instrument or performance of any act by any Person.

19.   NOTICES.

      All notices and communications provided for hereunder shall be in writing
and sent (a) by telecopy if the sender on the same day sends a confirming copy
of such notice by a recognized overnight delivery service (charges prepaid), or
(b) by registered or certified mail with return receipt requested (postage
prepaid), or (c) by a recognized overnight delivery service (with charges
prepaid). Any such notice must be sent:

      (i) if to any Purchaser or its nominee, to such Purchaser or its nominee
      or it at the address specified for such communications in Schedule A-1 and
      Schedule A-2, or at such other address as such Purchaser or its nominee
      shall have specified to the Company in writing,

      (ii) if to any other holder of any Note, to such holder at such address as
      such other holder shall have specified to the Company in writing, or

      (iii) if to the Company, to the Company, One Williams Center, MD 35-1,
      Tulsa, Oklahoma 74172 or at such other address as the Company shall have
      specified to the holder of each Note in writing.

      Notices under this Section 19 will be deemed given only when actually
received.

20.   REPRODUCTION OF DOCUMENTS.

      This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by any Purchaser at the Closing (except the
Notes themselves), and (c) financial statements, certificates and other
information previously or hereafter furnished to any holder of Notes, may

<PAGE>
                                                                              59


be reproduced by such holder by any photographic, photostatic, microfilm,
microcard, miniature photographic or other similar process and any holder may
destroy any original document so reproduced. Each of the Company, the Guarantor
and the General Partner agrees and stipulates that, to the extent permitted by
applicable law, any such reproduction shall be admissible in evidence as the
original itself in any judicial or administrative proceeding (whether or not the
original is in existence and whether or not such reproduction was made by any
holder in the regular course of business) and any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in
evidence. This Section 20 shall not prohibit the Company or any other holder of
Notes from contesting any such reproduction to the same extent that it could
contest the original, or from introducing evidence to demonstrate the inaccuracy
of any such reproduction.

21.   CONFIDENTIAL INFORMATION.

      For the purposes of this Section 21, "CONFIDENTIAL INFORMATION" means
information delivered to any Purchaser by or on behalf of the General Partner,
the Guarantor, or the Company in connection with the transactions contemplated
by or otherwise pursuant to this Agreement or any other Note Purchase Document
that is proprietary in nature and that was clearly marked or labeled or
otherwise adequately identified when received by such Purchaser as being
confidential information of the General Partner, the Guarantor or the Company,
provided that such term does not include information that (a) was publicly known
or otherwise known to such Purchaser prior to the time of such disclosure, (b)
subsequently becomes publicly known through no act or omission by such Purchaser
or any person acting on such Purchaser's behalf, (c) otherwise becomes known to
such Purchaser other than through disclosure by the General Partner, the
Guarantor or the Company or (d) constitutes financial statements delivered to
such Purchaser under Section 8.1 that are otherwise publicly available. Each
Purchaser in receipt of Confidential Information will maintain the
confidentiality of such Confidential Information in accordance with procedures
adopted by it in good faith to protect confidential information of third parties
delivered to it provided that each Purchaser may deliver or disclose
Confidential Information to (i) its directors, officers, employees, agents,
attorneys and affiliates (to the extent such disclosure reasonably relates to
the administration of the investment represented by the Notes), (ii) its
financial advisors and other professional advisors who agree to hold
confidential the Confidential Information substantially in accordance with the
terms of this Section 21, (iii) any other holder of any Note, (iv) any
Institutional Investor to which such Purchaser sells or offers to sell such Note
or any part thereof or any participation therein (if such Person has agreed in
writing prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 21), (v) any Person from which such Purchaser offers
to purchase any security of the Company (if such Person has agreed in writing
prior to its receipt of such Confidential Information to be bound by the
provisions of this Section 21), (vi) any federal or state regulatory authority
having jurisdiction over such Purchaser, (vii) the National Association of
Insurance Commissioners or any similar organization, or any nationally
recognized rating agency that requires access to information about such
Purchaser's investment portfolio or (viii) any other Person to which such
delivery or disclosure may be necessary or appropriate (w) to effect compliance
with any law, rule, regulation or order applicable to such Purchaser, (x) in
response to any subpoena or other legal process, (y) in connection with any
litigation to which such Purchaser is a party or (z) if an Event of Default has
occurred and is continuing, to the extent such Purchaser may reasonably
determine such delivery and disclosure to be necessary or

<PAGE>
                                                                              60


appropriate in the enforcement or for the protection of the rights and remedies
under such Purchaser's Notes and this Agreement; provided that prior to
disclosing any such Confidential Information pursuant to clauses (viii)(w) and
(x), such Purchaser shall use reasonable efforts to give prior notice to the
General Partner, the Guarantor and the Company. Each holder of a Note, by its
acceptance of a Note, will be deemed to have agreed to be bound by and to be
entitled to the benefits of this Section 21 as though it were a party to this
Agreement.

22.   SUBSTITUTION OF PURCHASER.

      Each Purchaser shall have the right to substitute any one of its
Affiliates as the purchaser of the Notes that it has agreed to purchase
hereunder, by written notice to the Company, which notice shall be signed by
both such Purchaser and its Affiliate, shall contain such Affiliate's agreement
to be bound by this Agreement and shall contain a confirmation by such Affiliate
of the accuracy with respect to it of the representations set forth in Section
6. Upon receipt of such notice, wherever the word "Purchaser" is used in this
Agreement (other than in this Section 22), such word shall be deemed to refer to
such Affiliate in lieu of the Purchaser. In the event that such Affiliate is so
substituted as a purchaser hereunder and such Affiliate thereafter transfers to
the original Purchaser all of the Notes then held by such Affiliate, upon
receipt by the Company of notice of such transfer, wherever the word "Purchaser"
is used in this Agreement (other than in this Section 22), such word shall no
longer be deemed to refer to such Affiliate, but shall refer to the original
Purchaser, and such Purchaser shall have all the rights of an original holder of
the Notes under this Agreement.

23.   MISCELLANEOUS.

23.1  SUCCESSORS AND ASSIGNS.

      All covenants and other agreements contained in this Agreement by or on
behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

23.2  SEVERABILITY.

      Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

23.3  CONSTRUCTION.

      Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained
herein, so that compliance with any one covenant shall not (absent such an
express contrary provision) be deemed to excuse compliance with any other
covenant. Where any provision herein refers to action to be taken by any Person,
or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

<PAGE>
                                                                              61


23.4  COUNTERPARTS.

      This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

23.5  GOVERNING LAW.

      This Agreement shall be construed and enforced in accordance with, and the
rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

23.6  SUBMISSION TO JURISDICTION.

      Each of the General Partner, the Guarantor and the Company agree that, if
judicial proceedings are brought by any holder of Notes to enforce any right or
remedy under this Agreement, any Note or any other Note Purchase Document, no
immunity from such proceedings will be claimed by or on behalf of the General
Partner, the Guarantor or the Company, as the case may be, or with respect to
its property. With respect to any such suit, action or proceeding which may be
brought by any holder of Notes, each of the General Partner, the Guarantor and
the Company hereby consents to submit to the jurisdiction of any state or
federal court of competent jurisdiction sitting within the area comprising the
Southern District of New York on the date of this Agreement and waives any
objection which it may have to the venue of any such suit, action or proceeding
in any such court and any claim or defense of inconvenient forum. Each of the
General Partner, the Guarantor and the Company irrevocably appoints CT
Corporation, with offices at 111 Eighth Avenue, New York, New York 10011, from
the Initial Closing Date to and including October 7, 2008, as its authorized
agent upon which process may be served in any such suit, action or proceeding
and CT Corporation hereby accepts such appointment. The General Partner, the
Guarantor and the Company will take any and all action, including the execution
and filing of all such documents and instruments, as may be necessary to effect
and continue the appointment of such agent in full force and effect, or if
necessary by reason of any fact or condition relating to such agent, to replace
such agent (but only after having given notice thereof to each holder of Notes)
during the period in which any Notes are outstanding. Each of the General
Partner, the Guarantor and the Company agrees that service of process upon such
agent and written notice of such service given to the General Partner, the
Guarantor or the Company, as the case may be, shall be deemed in every respect
effective service of process upon the General Partner, the Guarantor or the
Company in any such suit, action or proceeding in any such court. In making the
foregoing appointment and submission to jurisdiction, each of the General
Partner, the Guarantor and the Company expressly waives the benefit of any
contrary provisions of law. Nothing in this Section 23.6 shall affect the right
of any holder of Notes to serve process in any other manner permitted by law or
to commence legal proceedings or otherwise proceed against the General Partner,
the Guarantor or the Company in any court in which the General Partner, the
Guarantor or the Company is subject to suit.

<PAGE>
                                                                              62


23.7  JUDGMENT CURRENCY.

      In respect of any judgment or order given or made for any amount due
hereunder that is expressed and paid in a currency (the "JUDGMENT CURRENCY")
other than U.S. dollars, the General Partner, the Guarantor and the Company,
severally, will indemnify each Purchaser against any material loss incurred by
it as a result of any variation between (i) the rate of exchange at which the
U.S. dollar amount is converted into the Judgment Currency for the purpose of
such judgment or order and (ii) the rate of exchange at which such Purchaser is
able to purchase U.S. dollars with the amount of judgment currency actually
received by such Purchaser. The foregoing indemnity shall constitute a separate
and independent obligation of the General Partner, the Guarantor and the Company
and shall continue in full force and effect notwithstanding any such judgment or
order as aforesaid. The term "rate of exchange" shall include any premiums and
costs of exchange payable in connection with the purchase or conversion into
U.S. dollars.

23.8  EFFECTIVENESS OF SECURITY DOCUMENTS.

      Notwithstanding anything contained in this Agreement or any other Note
Purchase Document, no Obligation of the Borrower and no obligation of the
Guarantor pursuant to the Guarantee shall be entitled to the benefits of the
Security Documents until the Initial Closing Date.

                                    * * * * *

<PAGE>

      Each Purchaser in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company, whereupon the foregoing shall become a binding agreement between such
Purchaser, the General Partner, the Guarantor and the Company.

                                Very truly yours,

                                WILLIAMS GP LLC

                                By:   ____________________________
                                      Name:
                                      Title:


                                WILLIAMS ENERGY PARTNERS L.P.

                                   By: WILLIAMS GP LLC, its General Partner

                                         By  ____________________________
                                             Name:
                                             Title:


                                WILLIAMS PIPE LINE COMPANY, LLC

                                   By: WILLIAMS ENERGY PARTNERS L.P.,
                                       its Sole Member

                                   By: WILLIAMS GP LLC, its General Partner

                                         By: ____________________________
                                             Name:
                                             Title:
<PAGE>

                                                                    SCHEDULE A-1

                                 INITIAL CLOSING

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
PURCHASER NAME                             GENERAL ELECTRIC CAPITAL CORPORATION
<S>                                        <C>
Name in Which Note is Registered           GENERAL ELECTRIC CAPITAL CORPORATION

Principal Amount                           $156,000,000

Payment on account of Note

         Method                            Federal Funds Wire Transfer

         Account information               Bankers Trust Company,
                                           New York, NY
                                           ABA# 021-001-033
                                           Account Name: GECC/T&I Depository Account
                                           Acct# 50-205-784
                                           Ref: Williams Pipeline Loan

                                           Attn: PD Fortmann

Accompanying information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AA 7 ISIN No.: US96949XAA72

Address for Notices Related to Payments    GE Structured Finance
                                           120 Long Ridge Road
                                           Stamford, CT 06927

                                           Attn: Manager - Operations
                                                 Energy Portfolio

Address for all other Notices              GE Structured Finance
                                           120 Long Ridge Road
                                           Stamford, CT 06927

                                           Attn: Manager - Operations
                                                 Energy Portfolio

Other Instructions                         GENERAL ELECTRIC CAPITAL CORPORATION


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          GE Structured Finance
                                           120 Long Ridge Road
                                           Stamford, CT 06927
                                           Attn: Ms. Anne Pace, 3D39

Tax identification number                  13-1500700
</TABLE>

                            NOTE PURCHASE AGREEMENT

<PAGE>
                                                                               2


<TABLE>
<CAPTION>
PURCHASER NAME                             METROPOLITAN LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           METROPOLITAN LIFE INSURANCE COMPANY

Principal Amount                           $39,000,000

Payment on account of Note

         Method                            Federal Funds Wire Transfer

         Account information               JP Morgan Chase Bank
                                           New York, New York
                                           ABA# 021000021
                                           Acct# 002-2-410591
                                           Ref A/C: With reference to PPN#

Accompanying information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Metropolitan Life Insurance Company
                                           Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo

                                           Fax:  813-801-2506

Address for all other Notices              Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Director
                                           Fax:  973-355-4250

                                           with a copy to:

                                           Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Chief Counsel - Securities Investments (PRIV)

                                           Fax:  973-355-4338

                                           and a copy to:

                                           Metropolitan Life Insurance Company
                                           Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo

                                           Fax:  813-801-2506
</TABLE>

<PAGE>
                                                                               3


<TABLE>
<CAPTION>
PURCHASER NAME                             METROPOLITAN LIFE INSURANCE COMPANY
<S>                                        <C>
Other Instructions                         METROPOLITAN LIFE INSURANCE COMPANY


                                                 By:___________________________________
                                                 Name:
                                                 Title:

Instructions re Delivery of Notes          Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902
                                           Attn: Kim Liou, Esq.

Tax identification number                  13-558-1829
</TABLE>

<PAGE>
                                                                               4


<TABLE>
<CAPTION>
PURCHASER NAME                             METROPOLITAN LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           METROPOLITAN LIFE INSURANCE COMPANY

Principal Amount                           $3,000,000

Payment on account of Note

         Method                            Federal Funds Wire Transfer

         Account information               JP Morgan Chase Bank
                                           New York, New York
                                           ABA# 021000021
                                           Acct# 002-2-410591

                                           Ref A/C:  With reference to PPN#

Accompanying information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Metropolitan Life Insurance Company
                                           Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo

                                           Fax:  813-801-2506

Address for all other Notices              Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Director
                                           Fax:  973-355-4250

                                           with a copy to:

                                           Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Chief Counsel - Securities Investments (PRIV)

                                           Fax:  973-355-4338

                                           and a copy to:

                                           Metropolitan Life Insurance Company
                                           Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo

                                           Fax:  813-801-2506
</TABLE>

<PAGE>
                                                                               5


<TABLE>
<CAPTION>
PURCHASER NAME                             METROPOLITAN LIFE INSURANCE COMPANY
<S>                                        <C>
Other Instructions                         METROPOLITAN LIFE INSURANCE COMPANY


                                                 By:___________________________________
                                                 Name:
                                                 Title:

Instructions re Delivery of Notes          Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902
                                           Attn: Kim Liou, Esq.

Tax identification number                  13-558-1829
</TABLE>

<PAGE>
                                                                               6


<TABLE>
<CAPTION>
PURCHASER NAME                             NEW ENGLAND LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           NEW ENGLAND LIFE INSURANCE COMPANY

Principal Amount                            $5,000,000

Payment on account of Note

         Method                            Federal Funds Wire Transfer

         Account information               Citibank
                                           New York, New York
                                           ABA# 021000089
                                           DDA# 36858201
                                           Security Acct.# 846116

Accompany  information                     Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    New England Life Insurance Company
                                           c/o Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Director

                                           Fax:  973-355-4250

                                           with a copy to:

                                           New England Life Insurance Company
                                           c/o Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Chief Counsel - Securities Investments (PRIV)

                                           Fax:  973-355-4338

                                           and a copy to:

                                           New England Life Insurance Company
                                           c/o Metropolitan Life Insurance Company Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo

                                           Fax:  813-801-2506
</TABLE>

<PAGE>
                                                                               7


<TABLE>
<CAPTION>
PURCHASER NAME                             NEW ENGLAND LIFE INSURANCE COMPANY
<S>                                        <C>
Address for all other Notices              New England Life Insurance Company
                                           c/o
Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Director

                                           Fax:  973-355-4250

                                           with a copy to:

                                           New England Life Insurance Company
                                           c/o Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Chief Counsel - Securities Investments (PRIV)

                                           Fax:  973-355-4338

                                           and a copy to:

                                           New England Life Insurance Company
                                           c/o Metropolitan Life Insurance Company Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo

                                           Fax:  813-801-2506

Other Instructions                         NEW ENGLAND LIFE INSURANCE COMPANY

                                           By:   Metropolitan Life Insurance Company, as Investment Advisor


                                                 By:___________________________________
                                                 Name:
                                                 Title:

Instructions re Delivery of Notes          Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902
                                           Attn: Kim Liou, Esq.

Tax identification number                  04-2708937
</TABLE>

<PAGE>
                                                                               8


<TABLE>
<CAPTION>
PURCHASER NAME                             TEXAS LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           TEXAS LIFE INSURANCE COMPANY

Principal Amount                           $2,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               JP Morgan Chase Bank
                                           New York, New York
                                           ABA# 021000021
                                           SSG Private Income Processing
                                           Acct.# 900-9-000200

                                           Texas Life Insurance Company

                                           Account Number G06748

                                           With reference to PPN#

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Texas Life Insurance Company
                                           c/o Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Director

                                           Fax:  973-355-4250

                                           with a copy to:

                                           Texas Life Insurance Company
                                           c/o Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Chief Counsel - Securities Investments (PRIV)

                                           Fax:  973-355-4338

                                           and a copy to:

                                           Texas Life Insurance Company
                                           c/o Metropolitan Life Insurance Company Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo
                                           Fax:  813-801-2506
</TABLE>

<PAGE>
                                                                               9


<TABLE>
<CAPTION>
PURCHASER NAME                             TEXAS LIFE INSURANCE COMPANY
<S>                                        <C>
Address for All other Notices              Texas Life Insurance Company
                                           c/o Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Director

                                           Fax:  973-355-4250

                                           with a copy to:

                                           Texas Life Insurance Company
                                           c/o Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Chief Counsel - Securities Investments (PRIV)

                                           Fax:  973-355-4338

                                           and a copy to:

                                           Texas Life Insurance Company
                                           c/o Metropolitan Life Insurance Company Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo
                                           Fax:  813-801-2506

Other Instructions                         TEXAS LIFE INSURANCE COMPANY

                                           By:   Metropolitan Life Insurance Company, as Investment Advisor


                                                 By:___________________________________
                                                 Name:
                                                 Title:

Instructions re Delivery of Notes          Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902
                                           Attn: Kim Liou, Esq.

Tax Identification Number                  74-0940890
</TABLE>

<PAGE>
                                                                              10


<TABLE>
<CAPTION>
PURCHASER NAME                             METROPOLITAN INSURANCE AND ANNUITY COMPANY
<S>                                        <C>
Name in Which Note is Registered           METROPOLITAN INSURANCE AND ANNUITY COMPANY

Principal Amount                           $5,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               JP Morgan Chase Bank
                                           New York, New York
                                           ABA# 021000021
                                           Acct.# 002-1-072301

                                           With reference to PPN#

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Metropolitan Insurance and Annuity Company
                                           c/o Metropolitan Life Insurance Company Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo
                                           Fax:  813-801-2506

Address for All other Notices              Metropolitan Insurance and Annuity Company
                                           c/o Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Director

                                           Fax:  973-355-4250

                                           with a copy to:

                                           Metropolitan Insurance and Annuity Company
                                           c/o Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Chief Counsel - Securities Investments (PRIV)

                                           Fax:  973-355-4338

                                           and a copy to:

                                           Metropolitan Insurance and Annuity Company
                                           c/o Metropolitan Life Insurance Company Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo
                                           Fax:  813-801-2506
</TABLE>

<PAGE>
                                                                              11


<TABLE>
<CAPTION>
PURCHASER NAME                             METROPOLITAN INSURANCE AND ANNUITY COMPANY
<S>                                        <C>
Other Instructions                         METROPOLITAN INSURANCE AND ANNUITY COMPANY


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902
                                           Attn: Kim Liou, Esq.

Tax Identification Number                  13-2876440
</TABLE>

<PAGE>
                                       12


<TABLE>
<CAPTION>
PURCHASER NAME                             ING LIFE INSURANCE AND ANNUITY COMPANY
<S>                                        <C>
Name in Which Note is Registered           ING LIFE INSURANCE AND ANNUITY COMPANY

Principal Amount                           $50,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Bank of New York
                                           New York, New York
                                           ABA# 021-000-018
                                           BFN: 10C566
                                           Attention: P&I Department
                                           Reference: ING Life & Annuity Company
                                           Acct.# 216101 and Series B-1: 96949X AB 5 ISIN No.: US96949XAB55

                                           Each such wire transfer shall set forth the name of the Company, a
                                           reference to "7.67% Senior Secured Notes due October 7, 2007," and the due
                                           date and application (as among principal, interest and Make-Whole Amount)
                                           of the payment being made.

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    ING Investment Management LLC
                                           5780 Powers Ferry Road, NW, Suite 300
                                           Atlanta, GA 30327-4943
                                           Attn: Securities Accounting

                                           Fax:  770-690-5057

Address for All other Notices              ING Investment Management LLC
                                           5780 Powers Ferry Road, NW, Suite 300
                                           Atlanta, GA 30327-4943
                                           Attn: Private Placements

                                           Fax:  770-690-5057

Other Instructions                         ING LIFE INSURANCE AND ANNUITY COMPANY

                                           By:   ING Investment Management LLC, as Agent


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          The Bank of New York
                                           Free Receipt/Delivery Window
                                           Window A - 3rd Floor
                                           One Wall Street, New York 10288

                                           with a copy to:

                                           ING Investment Management LLC
                                           5780 Powers Ferry Road, N.W., Suite 300
                                           Atlanta, GA 30327-4349

                                           Attn: Joyce Resnick, Esq.

Tax Identification Number                  71-0294708
</TABLE>

<PAGE>
                                                                              13


<TABLE>
<CAPTION>
PURCHASER NAME                             THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
<S>                                        <C>
Name in Which Note is Registered           THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Principal Amount                           $39,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Bank of New York
                                           New York, New York
                                           ABA# 021-000-018
                                           Account No.: 890-0304-391

                                           Each such wire transfer shall set forth the name of the Company, a
                                           reference to "7.67% Senior Secured Notes due October 7, 2007," and the due
                                           date and application (as among principal, interest and Make-Whole Amount)
                                           of the payment being made.

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

                                           !INV 8086!

Address for Notices Related to Payments    The Prudential Insurance Company of America
                                           c/o  Investment Operations Group
                                           Gateway Center Two, 10th Floor
                                           100 Mulberry Street
                                           Newark, New Jersey 07102-4077

                                           Attn: Manager

                                           and to:

                                           Manager, Trade Management Group
                                           Telephone: 973-367-3141
                                           Facsimile: 800-802-4925

Address for All other Notices              The Prudential Insurance Company of America
                                           c/o Prudential Capital Group
                                           2200 Ross Avenue, Suite 4200E
                                           Dallas, TX 75201

                                           Attn: Managing Director

                                           Fax:  214-720-6299

Other Instructions                         THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


                                           By:___________________________________
                                           Name:
                                           Title:
</TABLE>

<PAGE>
                                                                              14


<TABLE>
<CAPTION>
PURCHASER NAME                             THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
<S>                                        <C>
Instructions re Delivery of Notes          The Prudential Insurance Company of America
                                           c/o Prudential Capital Group
                                           2200 Ross Avenue, Suite 4200E
                                           Dallas, TX 75201

                                           Attention: William H. Bulmer, Esq.

Tax Identification Number                  22-1211670
</TABLE>

<PAGE>
                                                                              15


<TABLE>
<CAPTION>
PURCHASER NAME                             PRUCO LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           PRUCO LIFE INSURANCE COMPANY

Principal Amount                           $1,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Bank of New York
                                           New York, New York
                                           ABA# 021-000-018
                                           Account No.: 890-0304-421

                                           Each such wire transfer shall set forth the name of the Company, a
                                           reference to "7.67% Senior Secured Notes due October 7, 2007," and the due
                                           date and application (as among principal, interest and Make-Whole Amount)
                                           of the payment being made.

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

                                           !INV 8086!

Address for Notices Related to Payments    Pruco Life Insurance Company
                                           c/o  Investment Operations Group
                                           Gateway Center Two, 10th Floor
                                           100 Mulberry Street
                                           Newark, New Jersey 07102-4077

                                           Attn: Manager

                                           and to:

                                           Manager, Trade Management Group
                                           Telephone: 973-367-3141
                                           Facsimile: 800-224-2278

Address for All other Notices              Pruco Life Insurance Company
                                           c/o Prudential Capital Group
                                           2200 Ross Avenue, Suite 4200E
                                           Dallas, TX 75201

                                           Attn: Managing Director
                                           Fax:  214-720-6299

Other Instructions                         PRUCO LIFE INSURANCE COMPANY


                                           By:___________________________________
                                           Name:
                                           Title:
</TABLE>

<PAGE>
                                                                              16


<TABLE>
<CAPTION>
PURCHASER NAME                             PRUCO LIFE INSURANCE COMPANY
<S>                                        <C>
Instructions re Delivery of Notes          Pruco Life Insurance Company
                                           c/o Prudential Capital Group
                                           2200 Ross Ave. Suite 4200E
                                           Dallas, TX 75201

                                           Attention: William H. Bulmer, Esq.

Tax Identification Number                  22-1944557
</TABLE>

<PAGE>
                                                                              17


<TABLE>
<CAPTION>
PURCHASER NAME                             ING LIFE INSURANCE & ANNUITY COMPANY
<S>                                        <C>
Name in Which Note is Registered           ING LIFE INSURANCE & ANNUITY COMPANY

Principal Amount                           $10,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Bank of New York
                                           New York, New York
                                           ABA# 021-000-018
                                           BNF: 111566
                                           Attention: P&I Department
                                           Reference: ING Life & Annuity Company, Account No. 216101
                                           and PPN ________ with sufficient information to identify the source and
                                           application of such funds

                                           Each such wire transfer shall set forth the name of the Company, a
                                           reference to "7.67% Senior Secured Notes due October 7, 2007," and the due
                                           date and application (as among principal, interest and Make-Whole Amount)
                                           of the payment being made.

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    ING Investment Management LLC
                                           5780 Powers Ferry Road, NW, Suite 300
                                           Atlanta, GA 30327-4943
                                           Attn: Securities Accounting

                                           Fax:  770-690-5057

                                           and to:

                                           Manager, Trade Management Group
                                           Telephone: 973-802-8107
                                           Facsimile: 800-224-2278

Address for All other Notices              Prudential Private Placements Investors, L.P.
                                           Four Gateway Center
                                           100 Mulberry Street
                                           Newark, New Jersey 07102

                                           Attn: Albert Trank, Senior Vice President

                                           Tel:  973-802-8608

                                           Fax:  973-624-6432
</TABLE>

<PAGE>
                                                                              18


<TABLE>
<CAPTION>
PURCHASER NAME                             ING LIFE INSURANCE & ANNUITY COMPANY
<S>                                        <C>
Other Instructions                         ING LIFE INSURANCE AND ANNUITY COMPANY

                                           By: Prudential Private Placement Investors, L.P.
                                           (as Investment Advisor)

                                               By: Prudential Private Placement Investors, Inc.
                                               (as its General Partner)


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          ING Life Insurance and Annuity Company
                                           c/o Prudential Capital Group
                                           2200 Ross Ave., Suite 4200E
                                           Dallas, TX 75201

                                           Attention: William H. Bulmer, Esq.

Tax Identification Number                  71-0294708
</TABLE>

<PAGE>
                                                                              19


<TABLE>
<CAPTION>
PURCHASER NAME                             NEW YORK LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           NEW YORK LIFE INSURANCE COMPANY

Principal Amount                           $4,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, NY  10019
                                           ABA# 021-000-021
                                           Credit: New York Life Insurance Company
                                           General Account No.: 008-9-00687

                                           With sufficient information (including issuer, PPN number, interest rate,
                                           maturity and whether payment is of principal, premium, or interest) to
                                           identify the source and application of such funds

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    New York Life Insurance Company
                                           c/o New York Life Investment Management LLC
                                           51 Madison Avenue
                                           New York, New York 10010-1603

                                           Attn: Financial Management and Operations Group Securities Operations
                                                 2nd Floor

                                           Fax:  212-447-4160

Address for All other Notices              New York Life Insurance Company
                                           c/o New York Life Investment Management LLC
                                           51 Madison Avenue
                                           New York, New York 10010

                                           Attn: Securities Investment Group
                                                 Private Finance
                                                 2nd Floor

                                           Fax:  212-447-4122

Other Instructions                         NEW YORK LIFE INSURANCE COMPANY


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes

Tax Identification Number                  13-5582869
</TABLE>

<PAGE>
                                                                              20


<TABLE>
<CAPTION>
PURCHASER NAME                             NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
<S>                                        <C>
Name in Which Note is Registered           NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

Principal Amount                           $12,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, New York
                                           ABA# 021-000-021
                                           Credit: New York Life Insurance Annuity Corporation
                                           General Account No.: 323-8-47382

                                           With sufficient information (including issuer, PPN number, interest rate,
                                           maturity and whether payment is of principal, premium, or interest) to
                                           identify the source and application of such funds

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    New York Life Insurance and Annuity Corporation
                                           c/o New York Life Investment Management LLC
                                           51 Madison Avenue
                                           New York, New York 10010-1603

                                           Attn: Financial Management and Operations Group Securities Operations
                                                 2nd Floor

                                           Fax:  212-447-4160

Address for All other Notices
                                           New York Life Insurance and Annuity Corporation
                                           c/o New York Life Investment Management LLC
                                           51 Madison Avenue
                                           New York, New York 10010-1603

                                           Attn: Securities Investment Group
                                                 Private Finance
                                                 2nd Floor

                                           Fax:  212-447-4122

Other Instructions                         NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

                                           By: New York Life Investment Management LLC, It's Investment Manager


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes

Tax Identification Number                  13-3044743
</TABLE>

<PAGE>
                                                                              21


<TABLE>
<CAPTION>
PURCHASER NAME                             SUNAMERICA LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           OKGBD & Co.

Principal Amount                           $16,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Bankers Trust Company
                                           New York, New York
                                           ABA# 021-001-033
                                           Re: SunAmerica Life Insurance Company
                                           Acct.# 99-911-145
                                           FFC: A/C 099530

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Deutsche Bank
                                           648 Grassmere Business Park, MS 7204
                                           Nashville, TN 37211

                                           Attn: James Germaine

                                           Tel:  615-835-2465

                                           Fax:  615-835-2493

Address for All other Notices              AIG Global Investment Corporation
                                           P.O. Box 3247
                                           Houston, TX 77253-3247

                                           Overnight Mail Address: 2929 Allen Parkway, A36-04
                                                                   Houston, Texas 77019-2155

                                           Fax:  713-831-1072

                                           with a copy to:

                                           AIG Global Investments Corporation
                                           Legal Department - Investment Management
                                           2929 Allen Parkway, Suite A36-01
                                           Houston, TX 77019-2155
                                           Fax: 713-831-2328
</TABLE>

<PAGE>
                                                                              22


<TABLE>
<CAPTION>
PURCHASER NAME                             SUNAMERICA LIFE INSURANCE COMPANY
<S>                                        <C>
Other Instructions                         SUNAMERICA LIFE INSURANCE COMPANY

                                           FIRST SUNAMERICA LIFE INSURANCE COMPANY

                                           By:   AIG Global Investment Corp., investment adviser


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Note           Bankers Trust Company
                                           14 Wall Street, 4th Floor, Window 43
                                           New York, New York 10005
                                           Attn: Lorraine Squires

                                           Reference: SunAmerica Life Insurance Company

                                           Account# 099530

Tax Identification Number                  13-3020293

                                           Tax ID# for SunAmerica Life Insurance Company 52-0502540
</TABLE>

<PAGE>
                                                                              23


<TABLE>
<CAPTION>
PURCHASER NAME                             FIRST SUNAMERICA LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           OKGBD & Co.

Principal Amount                           $0

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information
                                           Bankers Trust Company
                                           New York, New York
                                           ABA# 021-001-033
                                           Re: First SunAmerica Life Insurance Company
                                           Acct.# 99-911-145
                                           FFC: A/C 099537

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Deutsche Bank
                                           648 Grassmere Business Park, MS 7204
                                           Nashville, TN 37211

                                           Attn: James Germaine

                                           Tel:  615-835-2465

                                           Fax:  615-835-2493

Address for All other Notices              AIG Global Investment Corporation
                                           P.O. Box 3247
                                           Houston, TX 77253-3247

                                           Overnight Mail Address: 2929 Allen Parkway, A36-04
                                                                   Houston, Texas 77019-2155

                                           Fax:  713-831-1072

                                           with a copy to:

                                           AIG Global  Investments Corporation
                                           Legal Department - Investment Management
                                           2929 Allen Parkway, Suite A36-01
                                           Houston, TX 77019-2155
                                           Fax: 713-831-2328
</TABLE>

<PAGE>
                                                                              24


<TABLE>
<CAPTION>
PURCHASER NAME                             SUNAMERICA LIFE INSURANCE COMPANY
<S>                                        <C>
Other Instructions                         SUNAMERICA LIFE INSURANCE COMPANY

                                           FIRST SUNAMERICA LIFE INSURANCE COMPANY

                                           By:   AIG Global Investment Corp., investment adviser


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Bankers Trust Company
                                           14 Wall Street, 4th Floor, Window 43
                                           New York, New York 10005
                                           Attn: Lorraine Squires

                                           Reference: First SunAmerica Life Insurance Company/Main

                                           Account# 099537

                                           Euroclear# 22650

Tax Identification Number                  13-3020293

                                           Tax ID# for First SunAmerica Life Insurance Company: 06-0992729
</TABLE>

<PAGE>
                                                                              25


<TABLE>
<CAPTION>
PURCHASER NAME                             THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
<S>                                        <C>
Name in Which Note is Registered           CUDD & CO.

Principal Amount                           $5,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Chase Manhattan Bank
                                           FED ABA# 021000021
                                           Chase/NYC/CTR/BNF
                                           A/C 900-9-000200
                                           Reference A/C# G05978, Guardian Life

                                           And the name and CUSIP for which payment is being made

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Chase Manhattan Bank
                                           4 New York Plaza, Ground Floor Receive Window
                                           New York, New York 10004
                                           Reference A/C# G05978, Guardian Life

Tax Identification Number                  13-6022143
</TABLE>

<PAGE>
                                                                              26


<TABLE>
<CAPTION>
PURCHASER NAME                             THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
<S>                                        <C>
Name in Which Note is Registered           CUDD & CO.

Principal Amount                           $5,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Chase Manhattan Bank
                                           FED ABA# 021000021
                                           Chase/NYC/CTR/BNF
                                           A/C 900-9-000200
                                           Reference A/C# G05978, Guardian Life

                                           And the name and CUSIP for which payment is being made

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Chase Manhattan Bank
                                           4 New York Plaza, Ground Floor Receive Window
                                           New York, New York 10004
                                           Reference A/C# G05978, Guardian Life

Tax Identification Number                  13-6022143
</TABLE>

<PAGE>
                                                                              27


<TABLE>
<CAPTION>
PURCHASER NAME                             THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
<S>                                        <C>
Name in Which Note is Registered           CUDD & CO.

Principal Amount                           $2,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Chase Manhattan Bank
                                           FED ABA# 021000021
                                           Chase/NYC/CTR/BNF
                                           A/C 900-9-000200
                                           Reference A/C# G05978, Guardian Life

                                           And the name and CUSIP for which payment is being made

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Chase Manhattan Bank
                                           4 New York Plaza, Ground Floor Receive Window
                                           New York, New York 10004
                                           Reference A/C# G05978, Guardian Life

Tax Identification Number                  13-6022143
</TABLE>

<PAGE>
                                                                              28


<TABLE>
<CAPTION>
PURCHASER NAME                             FORT DEARBORN LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           STRAFE & CO.

Principal Amount                           $1,600,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Bank One
                                           ABA# 044000037
                                           For further credit to Bank One
                                           Account# 980401787
                                           Attn: A/C# 2600218703 FT. Dearborn Life Insurance Company - Guardian MVA

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Fort Dearborn Life Insurance Company
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              Fort Dearborn Life Insurance Company
                                           c/o Guardian Investor Services LLC
                                           Fixed Income Securities
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         FORT DEARBORN LIFE INSURANCE COMPANY
                                           By: Guardian Investor Services LLC


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          C/O Bank One
                                           Attn: Trade Processing
                                           1900 Polaris Parkway
                                           Columbus, Ohio 43240

                                           F/A/O A/C 2600218703 FDL - MVA
</TABLE>

<PAGE>
                                                                              29


<TABLE>
<CAPTION>
PURCHASER NAME                             FORT DEARBORN LIFE INSURANCE COMPANY
<S>                                        <C>
Tax Identification Number                  31-0649116
</TABLE>

<PAGE>
                                                                              30


<TABLE>
<CAPTION>
PURCHASER NAME                             THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

                                           GUARDIAN TRADITION
<S>                                        <C>
Name in Which Note is Registered           Cudd & Co.

Principal Amount                           $1,600,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information
                                           The Chase Manhattan Bank
                                           FED ABA# 021000021
                                           Chase/NYC/CTR/BNF
                                           A/C 900-9-000200
                                           Reference A/C# G53637, GIAC - Guardian Tradition
                                           And the name and CUSIP for which payment is being made

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    The Guardian Insurance & Annuity Company, Inc.
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              The Guardian Insurance & Annuity Company, Inc.
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Chase Manhattan Bank
                                           4 New York Plaza - Ground Floor Receive Window
                                           New York, NY 10004
                                           Reference A/C# G53637, GIAC - Guardian Tradition

Tax Identification Number                  13-6022143
</TABLE>

<PAGE>
                                                                              31


<TABLE>
<CAPTION>
PURCHASER NAME                             THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. - FIXED INCOME OPTION D
<S>                                        <C>
Name in Which Note is Registered           CUDD & Co

Principal Amount                           $800,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Chase Manhattan Bank
                                           FED ABA# 021000021
                                           Chase/NYC/CTR/BNF
                                           A/C 900-9-000200
                                           Reference A/C# G53638, GIAC FIXED INCOME OPTION D

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    The Guardian Insurance & Annuity Company, Inc.
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              The Guardian Insurance & Annuity Company, Inc.
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Chase Manhattan Bank
                                           4 New York Plaza - Ground Floor Receive Window
                                           New York, NY 10004
                                           Reference A/C# G53638, GIAC - GIAC Fixed Income Option D

Tax Identification Number                  13-6022143
</TABLE>

<PAGE>
                                                                              32


<TABLE>
<CAPTION>
PURCHASER NAME                             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
<S>                                        <C>
Name in which Note is Registered           teachers insurance and annuity association of america

Principal Amount                           $54,250,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, New York
                                           ABA# 021000021
                                           Attn: Teachers Insurance and Annuity Association of America
                                           Acct#:  900-9-000200
                                           For Further Credit to TIAA Account Number: G07040
                                           Reference: PPN# /Issuer /Mat.Date / Coupon Rate /P&I Breakdown

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Securities Accounting Division

                                           Tel:  212-916-6004
                                           Fax:  212-916-6955

                                           with a copy to:

                                           Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush

                                           Tel:  212-916-6372
                                           Fax:  212-916-6580

Address for All other Notices              Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Securities Division, Private Placements
                                           Fax:  212-490-9000

Signature Block Format                     TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA


                                           By:  ____________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes
</TABLE>

<PAGE>
                                                                              33


<TABLE>
<CAPTION>
PURCHASER NAME                             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
<S>                                        <C>
Tax identification number                  13-1624203
</TABLE>

<PAGE>
                                                                              34


<TABLE>
<CAPTION>
PURCHASER NAME                             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
<S>                                        <C>
Name in which Note is Registered           teachers insurance and annuity association of america

Principal Amount                           $3,875,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, New York
                                           ABA# 021000021
                                           Attn: Teachers Insurance and Annuity Association of America Personal
                                           Annuity Private Placements
                                           Acct#:  900-9-000200
                                           For Further Credit to TIAA Account Number: G07320
                                           Reference: PPN# /Issuer /Mat.Date / Coupon Rate /P&I Breakdown

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Securities Accounting Division

                                           Tel:  212-916-6004
                                           Fax:  212-916-6955

                                           with a  copy to:
                                           Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush
                                                 Securities Division - Domestic Private Placements

                                           Tel:  212-916-6372

                                           Fax:  212-916-6580

Address for All other Notices              Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush

                                           Fax:  212-916-6580

Signature Block Format                     TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA


                                           By:  ____________________________________
                                           Name:
                                           Title:
</TABLE>

<PAGE>
                                                                              35


<TABLE>
<CAPTION>
PURCHASER NAME                             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
<S>                                        <C>
Instructions re Delivery of Notes          13-1624203
</TABLE>

<PAGE>
                                                                              36


<TABLE>
<CAPTION>
PURCHASER NAME                             TIAA CREF LIFE INSURANCE COMPANY
<S>                                        <C>
Name in which Note is Registered           TIAA CREF LIFE INSURANCE COMPANY

Principal Amount                           $3,875,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, New York
                                           ABA# 021000021
                                           Attn: TIAA-CREF Life PA Select Private Placements
                                           Acct#:  900-9-000200
                                           For Further Credit to TIAA Account Number: G08045

                                           Reference: PPN# /Issuer /Mat.Date / Coupon Rate /P&I Breakdown

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN: 96949X AB 5 ISIN No.: US96949XAB55

Address for Notices Related to Payments    Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Securities Accounting Division

                                           Tel:  212-916-6004
                                           Fax:  212-916-6955

                                           with a  copy to:

                                           Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush
                                                 Securities Division - Domestic Private Placements

                                           Tel:  212-916-6372

                                           Fax:  212-916-6580

Address for All other Notices              Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush -Domestic Private Placements

                                           Fax:  212-916-6580
</TABLE>

<PAGE>
                                                                              37


<TABLE>
<CAPTION>
PURCHASER NAME                             TIAA CREF LIFE INSURANCE COMPANY
<S>                                        <C>
Signature Block Format                     TIAA-CREF LIFE INSURANCE COMPANY

                                           By:   TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, as
                                                 Investment Manager


                                           By: ____________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes

Tax identification number                  13-1624203
</TABLE>

<PAGE>

                                                                    SCHEDULE A-2

                               SUBSEQUENT CLOSING

                       INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
PURCHASER NAME                             GENERAL ELECTRIC CAPITAL CORPORATION
<S>                                        <C>
Name in Which Note is Registered           GENERAL ELECTRIC CAPITAL CORPORATION

Principal Amount                           Up to $44,000,000

Payment on account of Note

         Method                            Federal Funds Wire Transfer

         Account information               Bankers Trust Company,
                                           New York, NY
                                           ABA# 021-001-033
                                           Account Name: GECC/T&I Depository Account
                                           Acct# 50-205-784
                                           Ref: Williams Pipeline Loan

                                           Attn: PD Fortmann

Accompanying information                   Name of Company:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    GE Structured Finance
                                           120 Long Ridge Road
                                           Stamford, CT 06927
                                           Attn: Manager - Operations
                                                 Energy Portfolio

Address for all other Notices              GE Structured Finance
                                           120 Long Ridge Road
                                           Stamford, CT 06927
                                           Attn: Manager - Operations
                                                 Energy Portfolio

Other Instructions                         GENERAL ELECTRIC CAPITAL CORPORATION


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          GE Structured Finance
                                           120 Long Ridge Road
                                           Stamford, CT 06927

                                           Attn: Ms. Anne Pace, 3D39

Tax identification number                  13-1500700
</TABLE>

<PAGE>
                                                                               2


<TABLE>
<CAPTION>
PURCHASER NAME                             METROPOLITAN LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           METROPOLITAN LIFE INSURANCE COMPANY

Principal Amount                           Up to $14,000,000

Payment on account of Note

         Method                            Federal Funds Wire Transfer

         Account information               JP Morgan Chase Bank
                                           New York, New York
                                           ABA# 021000021
                                           Acct# 002-2-410591

                                           Ref A/C:  With reference to PPN#

Accompanying information                   Name of Company:

                                           Description of Security:
                                           PPN:

Address for Notices Related to Payments    Metropolitan Life Insurance Company
                                           Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo

                                           Fax:  813-801-2506

Address for all other Notices              Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Director
                                           Fax:  973-355-4250

                                           with a copy to:

                                           Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Chief Counsel - Securities Investments (PRIV)

                                           Fax:  973-355-4338

Other Instructions                         METROPOLITAN LIFE INSURANCE COMPANY


                                                 By:___________________________________
                                                 Name:
                                                 Title:

Instructions re Delivery of Notes          Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902
                                           Attn: Kim Liou, Esq.
</TABLE>

<PAGE>
                                                                               3


<TABLE>
<CAPTION>
PURCHASER NAME                             METROPOLITAN LIFE INSURANCE COMPANY
<S>                                        <C>
Tax identification number                  13-558-1829
</TABLE>

<PAGE>
                                                                               4


<TABLE>
<CAPTION>
PURCHASER NAME                             METROPOLITAN LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           METROPOLITAN LIFE INSURANCE COMPANY

Principal Amount                           $2,000,000

Payment on account of Note

         Method                            Federal Funds Wire Transfer

         Account information               JP Morgan Chase Bank
                                           New York, New York
                                           ABA# 021000021
                                           Acct# 002-2-410591

                                           Ref A/C:  With reference to PPN#

Accompanying information                   Name of Company:

                                           Description of Security:

                                           PPN:

Address for Notices Related to Payments    Metropolitan Life Insurance Company
                                           Securities Accounting
                                           4100 Boyscout Boulevard
                                           Tampa, Florida 33607

                                           Attn: Desiree Di Salvo

                                           Fax:  813-801-2506

Address for all other Notices              Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Director
                                           Fax:  973-355-4250

                                           with a copy to:

                                           Metropolitan Life Insurance Company
                                           Investments, Private Placements
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902

                                           Attn: Chief Counsel - Securities Investments (PRIV)

                                           Fax:  973-355-4338

Other Instructions                         METROPOLITAN LIFE INSURANCE COMPANY


                                                 By:___________________________________
                                                 Name:
                                                 Title:

Instructions re Delivery of Notes          Metropolitan Life Insurance Company
                                           10 Park Avenue, P.O. Box 1902
                                           Morristown, New Jersey 07962-1902
                                           Attn: Kim Liou, Esq.

Tax identification number                  13-558-1829
</TABLE>

<PAGE>
                                                                               5


<TABLE>
<CAPTION>
PURCHASER NAME                             ING LIFE INSURANCE AND ANNUITY COMPANY
<S>                                        <C>
Name in Which Note is Registered           ING LIFE INSURANCE AND ANNUITY COMPANY

Principal Amount                           Up to $15,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Bank of New York
                                           New York, New York
                                           ABA# 021-000-018
                                           BFN: 10C566
                                           Attention: P&I Department
                                           Reference: ING Life & Annuity Company
                                           Acct.# 216101 and [insert Cusip No.]

                                           Each such wire transfer shall set forth the name of the Company, a
                                           reference to "7.67% Senior Secured Notes due October 7, 2007," and the due
                                           date and application (as among principal, interest and Make-Whole Amount)
                                           of the payment being made.

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    ING Investment Management LLC
                                           5780 Powers Ferry Road, NW, Suite 300
                                           Atlanta, GA 30327-4943
                                           Attn: Securities Accounting

                                           Fax:  770-690-5057

Address for All other Notices              ING Investment Management LLC
                                           5780 Powers Ferry Road, NW, Suite 300
                                           Atlanta, GA 30327-4943
                                           Attn: Private Placements

                                           Fax:  770-690-5057

Other Instructions                         ING LIFE INSURANCE AND ANNUITY COMPANY

                                           By:   ING Investment Management LLC, as Agent


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          The Bank of New York
                                           Free Receipt/Delivery Window
                                           Window A - 3rd Floor
                                           One Wall Street, New York 10288

                                           with a copy to:

                                           ING Investment Management LLC
                                           5780 Powers Ferry Road, N.W., Suite 300
                                           Atlanta, GA 30327-4349

                                           Attn: Joyce Resnick, Esq.

Tax Identification Number                  71-0294708
</TABLE>

<PAGE>
                                                                               6


<TABLE>
<CAPTION>
PURCHASER NAME                             THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
<S>                                        <C>
Name in Which Note is Registered           THE PRUDENTIAL INSURANCE COMPANY OF AMERICA

Principal Amount                           $11,700,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Bank of New York
                                           New York, New York
                                           ABA# 021-000-018
                                           Account No.: 890-0304-391

                                           Each such wire transfer shall set forth the name of the Company, a
                                           reference to "7.67% Senior Secured Notes due October 7, 2007," and the due
                                           date and application (as among principal, interest and Make-Whole Amount)
                                           of the payment being made.

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

                                           !INV       !

Address for Notices Related to Payments    The Prudential Insurance Company of America
                                           c/o  Investment Operations Group
                                           Gateway Center Two, 10th Floor
                                           100 Mulberry Street
                                           Newark, New Jersey 07102-4077

                                           Attn: Manager

                                           and to:

                                           Manager, Trade Management Group
                                           Telephone: 973-367-3141
                                           Facsimile: 800-224-2278

Address for All other Notices              The Prudential Insurance Company of America
                                           c/o Prudential Capital Group
                                           2200 Ross Avenue, Suite 4200E
                                           Dallas, TX 75201

                                           Attn: Managing Director

                                           Fax:  214-720-6299

Other Instructions                         THE PRUDENTIAL INSURANCE COMPANY OF AMERICA


                                           By:___________________________________
                                           Name:
                                           Title:
</TABLE>

<PAGE>
                                                                               7


<TABLE>
<CAPTION>
PURCHASER NAME                             THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
<S>                                        <C>
Instructions re Delivery of Notes          The Prudential Insurance Company of America
                                           c/o Prudential Capital Group
                                           2200 Ross Ave., Suite 4200E
                                           Dallas, TX 75201

                                           Attention: William H. Bulmer, Esq.

Tax Identification Number                  22-1211670
</TABLE>

<PAGE>
                                                                               8


<TABLE>
<CAPTION>
PURCHASER NAME                             PRUCO LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           PRUCO LIFE INSURANCE COMPANY

Principal Amount                           $300,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Bank of New York
                                           New York, New York
                                           ABA# 021-000-018
                                           Account No.: 890-0304-421

                                           Each such wire transfer shall set forth the name of the Company, a
                                           reference to "7.67% Senior Secured Notes due October 7, 2007," and the due
                                           date and application (as among principal, interest and Make-Whole Amount)
                                           of the payment being made.

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN:

                                           !INV    !

Address for Notices Related to Payments    Pruco Life Insurance Company
                                           c/o  Investment Operations Group
                                           Gateway Center Two, 10th Floor
                                           100 Mulberry Street
                                           Newark, New Jersey 07102-4077

                                           Attn: Manager

                                           and to:

                                           Manager, Trade Management Group
                                           Telephone: 973-367-3141
                                           Facsimile: 800-224-2278

Address for All other Notices              Pruco Life Insurance Company
                                           c/o Prudential Capital Group
                                           2200 Ross Avenue, Suite 4200E
                                           Dallas, TX 75201

                                           Attn: Managing Director

                                           Fax:  214-720-6299

Other Instructions                         PRUCO LIFE INSURANCE COMPANY


                                           By:___________________________________
                                           Name:
                                           Title:
</TABLE>

<PAGE>
                                                                               9


<TABLE>
<CAPTION>
PURCHASER NAME                             PRUCO LIFE INSURANCE COMPANY
<S>                                        <C>
Instructions re Delivery of Notes          The Prudential Insurance Company of America
                                           c/o Prudential Capital Group
                                           2200 Ross Ave., Suite 4200E
                                           Dallas, TX 75201

                                           Attention: William H. Bulmer, Esq.

Tax Identification Number                  22-1944557
</TABLE>

<PAGE>
                                                                              10


<TABLE>
<CAPTION>
PURCHASER NAME                             ING LIFE INSURANCE & ANNUITY COMPANY
<S>                                        <C>
Name in Which Note is Registered           ING LIFE INSURANCE & ANNUITY COMPANY

Principal Amount                           $3,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Bank of New York
                                           New York, New York
                                           ABA# 021-000-018
                                           BNF: 111566
                                           Attention: P&I Department
                                           Reference: ING Life & Annuity Company, Account No. 216101
                                           and PPN ________ with sufficient information to identify the source and
                                           application of such funds

                                           Each such wire transfer shall set forth the name of the Company, a
                                           reference to "7.67% Senior Secured Notes due October 7, 2007," and the due
                                           date and application (as among principal, interest and Make-Whole Amount)
                                           of the payment being made.

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN:

Address for Notices Related to Payments    ING Investment Management LLC
                                           5780 Powers Ferry Road, NW, Suite 300
                                           Atlanta, GA 30327-4943
                                           Attn: Securities Accounting

                                           Fax:  770-690-5057

                                           and to:

                                           Manager, Trade Management Group
                                           Telephone: 973-802-8107
                                           Facsimile: 800-224-2278

Address for All other Notices              Prudential Private Placements Investors, L.P.
                                           Four Gateway Center
                                           100 Mulberry Street
                                           Newark, New Jersey 07102

                                           Attn: Albert Trank, Senior Vice President

                                           Tel:  973-802-8608

                                           Fax:  973-624-6432

Other Instructions                         ING LIFE INSURANCE AND ANNUITY COMPANY

                                           By:  Prudential Private Placement Investors, L.P.
                                           (as Investment Advisor)

                                               By: Prudential Private Placement Investors, Inc.
                                               (as its General Partner)


                                           By______________________________
                                           Name:
                                           Title:
</TABLE>

<PAGE>
                                                                              11


<TABLE>
<CAPTION>
PURCHASER NAME                             ING LIFE INSURANCE & ANNUITY COMPANY
<S>                                        <C>
Instructions re Delivery of Notes          ING Life Insurance and Annuity Company
                                           c/o Prudential Capital Group
                                           2200 Ross Ave., Suite 4200E
                                           Dallas, TX 75201

                                           Attention: William H. Bulmer, Esq.

Tax Identification Number                  71-0294708
</TABLE>

<PAGE>
                                        2                                     13


<TABLE>
<CAPTION>
PURCHASER NAME                             NEW YORK LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           NEW YORK LIFE INSURANCE COMPANY

Principal Amount                           Up to $1,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, NY  10019
                                           ABA# 021-000-021
                                           Credit: New York Life Insurance Company
                                           General Account No.: 008-9-00687

                                           With sufficient information (including issuer, PPN number, interest rate,
                                           maturity and whether payment is of principal, premium, or interest) to
                                           identify the source and application of such funds

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    New York Life Insurance Company
                                           c/o New York Life Investment Management LLC
                                           51 Madison Avenue
                                           New York, New York 10010-1603

                                           Attn: Financial Management and Operations Group Securities Operations
                                                 2nd Floor

                                           Fax:  212-447-4160

Address for All other Notices              New York Life Insurance Company
                                           c/o New York Life Investment Management LLC
                                           51 Madison Avenue
                                           New York, New York 10010

                                           Attn: Securities Investment Group
                                                 Private Finance
                                                 2nd Floor

                                           Fax:  212-447-4122

Other Instructions                         NEW YORK LIFE INSURANCE COMPANY


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes

Tax Identification Number                  13-5582869
</TABLE>

<PAGE>
                                                                              13


<TABLE>
<CAPTION>
PURCHASER NAME                             NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION
<S>                                        <C>
Name in Which Note is Registered           NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

Principal Amount                           Up to $3,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, New York
                                           ABA# 021-000-021
                                           Credit: New York Life Insurance Annuity Corporation
                                           General Account No.: 323-8-47382

                                           With sufficient information (including issuer, PPN number, interest rate,
                                           maturity and whether payment is of principal, premium, or interest) to
                                           identify the source and application of such funds

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    New York Life Insurance and Annuity Corporation
                                           c/o New York Life Investment Management LLC
                                           51 Madison Avenue
                                           New York, New York 10010-1603

                                           Attn: Financial Management and Operations Group Securities Operations
                                                 2nd Floor

                                           Fax:  212-447-4160

Address for All other Notices              New York Life Insurance and Annuity Corporation
                                           c/o New York Life Investment Management LLC
                                           51 Madison Avenue
                                           New York, New York 10010-1603

                                           Attn: Securities Investment Group
                                                 Private Finance
                                                 2nd Floor

                                           Fax:  212-447-4122

Other Instructions                         NEW YORK LIFE INSURANCE AND ANNUITY CORPORATION

                                           By: New York Life Investment Management LLC, It's Investment Manager


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes

Tax Identification Number                  13-3044743
</TABLE>

<PAGE>
                                                                              14


<TABLE>
<CAPTION>
PURCHASER NAME                             SUNAMERICA LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           OKGBD & Co.

Principal Amount                           $0

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Bankers Trust Company
                                           New York, New York
                                           ABA# 021-001-033
                                           Re: SunAmerica Life Insurance Company
                                           Acct.# 99-911-145
                                           FFC: A/C 099530

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    Deutsche Bank
                                           648 Grassmere Business Park, MS 7204
                                           Nashville, TN 37211

                                           Attn: James Germaine

                                           Tel:  615-835-2465

                                           Fax:  615-835-2493

Address for All other Notices              AIG Global Investment Corporation
                                           P.O. Box 3247
                                           Houston, TX 77253-3247

                                           Overnight Mail Address: 2929 Allen Parkway, A36-04
                                                                   Houston, Texas 77019-2155

                                           Fax:  713-831-1072

                                           with a copy to:

                                           AIG Global  Investments Corporation
                                           Legal Department - Investment Management
                                           2929 Allen Parkway, Suite A36-01
                                           Houston, TX 77019-2155
                                           Fax: 713-831-2328
</TABLE>

<PAGE>
                                                                              15


<TABLE>
<CAPTION>
PURCHASER NAME                             SUNAMERICA LIFE INSURANCE COMPANY
<S>                                        <C>
Other Instructions                         SUNAMERICA LIFE INSURANCE COMPANY

                                           FIRST SUNAMERICA LIFE INSURANCE COMPANY

                                           By:   AIG Global Investment Corp., investment adviser


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Note           Bankers Trust Company
                                           14 Wall Street, 4th Floor, Window 43
                                           New York, New York 10005
                                           Attn: Lorraine Squires

                                           Reference: SunAmerica Life Insurance Company

                                           Account# 099530

Tax Identification Number                  13-3020293

                                           Tax ID# for SunAmerica Life Insurance Company 52-0502540
</TABLE>

<PAGE>
                                                                              16


<TABLE>
<CAPTION>
PURCHASER NAME                             FIRST SUNAMERICA LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           OKGBD & Co.

Principal Amount                           Up to $4,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Bankers Trust Company
                                           New York, New York
                                           ABA# 021-001-033
                                           Re: First SunAmerica Life Insurance Company
                                           Acct.# 99-911-145
                                           FFC: A/C 099537

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    Deutsche Bank
                                           648 Grassmere Business Park, MS 7204
                                           Nashville, TN 37211

                                           Attn: James Germaine

                                           Tel:  615-835-2465

                                           Fax:  615-835-2493

Address for All other Notices              AIG Global Investment Corporation
                                           P.O. Box 3247
                                           Houston, TX 77253-3247

                                           Overnight Mail Address: 2929 Allen Parkway, A36-04
                                                                   Houston, Texas 77019-2155

                                           Fax:  713-831-1072

                                           with a copy to:

                                           AIG Global  Investments Corporation
                                           Legal Department - Investment Management
                                           2929 Allen Parkway, Suite A36-01
                                           Houston, TX 77019-2155
                                           Fax: 713-831-2328
</TABLE>

<PAGE>
                                                                              17


<TABLE>
<CAPTION>
PURCHASER NAME                             FIRST SUNAMERICA LIFE INSURANCE COMPANY
<S>                                        <C>
Other Instructions                         SUNAMERICA LIFE INSURANCE COMPANY
                                           FIRST SUNAMERICA LIFE INSURANCE COMPANY

                                           By:   AIG Global Investment Corp., investment adviser


                                           By:___________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Bankers Trust Company
                                           14 Wall Street, 4th Floor, Window 43
                                           New York, New York 10005
                                           Attn: Lorraine Squires

                                           Reference: First SunAmerica Life Insurance Company/Main

                                           Account# 099537

                                           Euroclear# 22650

Tax Identification Number                  13-3020293

                                           Tax ID# for First SunAmerica Life Insurance Company: 06-0992729
</TABLE>

<PAGE>
                                                                              18


<TABLE>
<CAPTION>
PURCHASER NAME                             THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA
<S>                                        <C>
Name in Which Note is Registered           CUDD & CO.

Principal Amount                           $4,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Chase Manhattan Bank
                                           FED ABA# 021000021
                                           Chase/NYC/CTR/BNF
                                           A/C 900-9000200
                                           Reference A/C# G05978, Guardian Life

                                           And the name and CUSIP for which payment is being made

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         THE GUARDIAN LIFE INSURANCE COMPANY OF AMERICA


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Chase Manhattan Bank
                                           4 New York Plaza, Ground Floor Receive Window
                                           New York, New York 10004
                                           Reference A/C# G05978, Guardian Life

Tax Identification Number                  13-6022143
</TABLE>

<PAGE>
                                                                              19


<TABLE>
<CAPTION>
PURCHASER NAME                             FORT DEARBORN LIFE INSURANCE COMPANY
<S>                                        <C>
Name in Which Note is Registered           STRAFE & CO.

Principal Amount                           $

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Bank One
                                           ABA# 044000037
                                           For further credit to Bank One
                                           Account# 980401787

                                           Attn: A/C# 2600218703 FT. Dearborn Life Insurance Company - Guardian MVA

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    Fort Dearborn Life Insurance Company
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              Fort Dearborn Life Insurance Company
                                           Guardian Life Investor Services LLC
                                           Fixed Income Securities
                                           7 Hanover Square - 20D
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         FORT DEARBORN LIFE INSURANCE COMPANY

                                           By: Guardian Investor Services LLC


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          C/O Bank One
                                           Attn: Trade Processing
                                           1900 Polaris Parkway
                                           Columbus, Ohio 43240
                                           F/A/O A/C 2600218703 FDL - MVA
</TABLE>

<PAGE>
                                                                              20


<TABLE>
<CAPTION>
PURCHASER NAME                             FORT DEARBORN LIFE INSURANCE COMPANY
<S>                                        <C>
Tax Identification Number                  31-0649116
</TABLE>

<PAGE>
                                                                              21


<TABLE>
<CAPTION>
PURCHASER NAME                             THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC.

                                           GUARDIAN TRADITION
<S>                                        <C>
Name in Which Note is Registered           Cudd & Co.

Principal Amount                           $

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information
                                           The Chase Manhattan Bank
                                           FED ABA# 021000021
                                           Chase/NYC/CTR/BNF
                                           A/C 900-9-000200
                                           Reference A/C# G53637, GIAC - Guardian Tradition

                                           And the name and CUSIP for which payment is being made

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN:

Address for Notices Related to Payments    The Guardian Insurance & Annuity Company, Inc.
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              The Guardian Insurance & Annuity Company, Inc.
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square - 20D
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. - SPDA


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Chase Manhattan Bank
                                           4 New York Plaza - Ground Floor Receive Window
                                           New York, NY 10004
                                           Reference A/C# G53637, GIAC - Guardian Tradition

Tax Identification Number                  13-6022143
</TABLE>

<PAGE>
                                                                              22


<TABLE>
<CAPTION>
PURCHASER NAME                             THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. - FIXED INCOME OPTION D
<S>                                        <C>
Name in Which Note is Registered           CUDD & Co

Principal Amount                           $

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               The Chase Manhattan Bank
                                           FED ABA# 021000021
                                           Chase/NYC/CTR/BNF
                                           A/C 900-9-000200
                                           Reference A/C# G53638, GIAC FIXED INCOME OPTION D

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN:

Address for Notices Related to Payments    The Guardian Insurance & Annuity Company, Inc.
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square
                                           New York, NY 10004-2616

                                           Attn: Investment Accounting Dept 17B

                                           Fax: 212-919-2906

Address for All other Notices              The Guardian Insurance & Annuity Company, Inc.
                                           c/o The Guardian Life Insurance Company of America
                                           7 Hanover Square - 20D
                                           New York, NY 10004-2616

                                           Attn: Brian Keating
                                           Investment Department 20-D

                                           Fax: 212-919-2656/2658

Other Instructions                         THE GUARDIAN INSURANCE & ANNUITY COMPANY, INC. - FIXED
                                           INCOME OPTION D


                                           By______________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes          Chase Manhattan Bank
                                           4 New York Plaza - Ground Floor Receive Window
                                           New York, NY 10004
                                           Reference A/C# G53637, GIAC - Guardian Tradition

Tax Identification Number                  13-6022143
</TABLE>

<PAGE>
                                                                              23


<TABLE>
<CAPTION>
PURCHASER NAME                             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
<S>                                        <C>
Name in which Note is Registered           TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

Principal Amount                           Up to $18,000,000

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, New York
                                           ABA# 021000021
                                           Attn: Teachers Insurance and Annuity Association of America
                                           Acct#:  900-9-000200
                                           For Further Credit to TIAA Account Number: G07040

                                           Reference: PPN# /Issuer /Mat.Date / Coupon Rate /P&I Breakdown

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Securities Accounting Division

                                           Tel:  212-916-6004

                                           Fax:  212-916-6955

                                           with a  copy to:
                                           Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush

                                           Tel:  212-916-6372

                                           Fax:  212-916-6580

Address for All other Notices              Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Securities Division, Private Placements

                                           Fax:  212-490-9000

Signature Block Format                     TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA


                                           By:  ____________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes
</TABLE>

<PAGE>
                                                                              24


<TABLE>
<CAPTION>
PURCHASER NAME                             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
<S>                                        <C>
Tax identification number                  13-1624203
</TABLE>

<PAGE>
                                                                              25


<TABLE>
<CAPTION>
PURCHASER NAME                             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
<S>                                        <C>
Name in which Note is Registered           TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA

Principal Amount                           $

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, New York
                                           ABA# 021000021
                                           Attn: Teachers Insurance and Annuity Association of America Personal
                                           Annuity Private Placements
                                           Acct#:  900-9-000200
                                           For Further Credit to TIAA Account Number: G07320

                                           Reference: PPN# /Issuer /Mat.Date / Coupon Rate /P&I Breakdown

Accompanying Information                   Name of Company:

                                           Description of  Security:

                                           PPN:

Address for Notices Related to Payments    Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Securities Accounting Division

                                           Tel:  212-916-6004

                                           Fax:  212-916-6955

                                           with a  copy to:

                                           Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush
                                                 Securities Division - Domestic Private Placements

                                           Tel:  212-916-6372

                                           Fax:  212-916-6580

Address for All other Notices              Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush

                                           Fax:  212-916-6580

Signature Block Format                     TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA


                                           By:  ____________________________________
                                           Name:
                                           Title:
</TABLE>

<PAGE>
                                                                              26


<TABLE>
<CAPTION>
PURCHASER NAME                             TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA
<S>                                        <C>
Instructions re Delivery of Notes          13-1624203
</TABLE>

<PAGE>
                                                                              27


<TABLE>
<CAPTION>
PURCHASER NAME                             TIAA CREF LIFE INSURANCE COMPANY
<S>                                        <C>
Name in which Note is Registered           TIAA CREF LIFE INSURANCE COMPANY

Principal Amount                           $

Payment on Account of Note

         Method                            Federal Funds Wire Transfer

         Account Information               Chase Manhattan Bank
                                           New York, New York
                                           ABA# 021000021
                                           Attn: TIAA-CREF Life PA Select Private Placements
                                           Acct#:  900-9-000200
                                           For Further Credit to TIAA Account Number: G08045

                                           Reference: PPN# /Issuer /Mat.Date / Coupon Rate /P&I Breakdown

Accompanying Information                   Name of Company:

                                           Description of Security:

                                           PPN:

Address for Notices Related to Payments    Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Securities Accounting Division

                                           Tel:  212-916-6004

                                           Fax:  212-916-6955

                                           with a  copy to:

                                           Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush
                                                 Securities Division - Domestic Private Placements

                                           Tel:  212-916-6372

                                           Fax:  212-916-6580

Address for All other Notices              Teachers Insurance and Annuity Association of America
                                           730 Third Avenue
                                           New York, NY 10017

                                           Attn: Cynthia Bush -Domestic Private Placements

                                           Fax:  212-916-6580
</TABLE>

<PAGE>
                                                                              28


<TABLE>
<CAPTION>
PURCHASER NAME                             TIAA CREF LIFE INSURANCE COMPANY
<S>                                        <C>
Signature Block Format                     TIAA-CREF LIFE INSURANCE COMPANY

                                           By:   TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, as
                                                 Investment Manager


                                           By: ____________________________________
                                           Name:
                                           Title:

Instructions re Delivery of Notes

Tax identification number                  13-1624203
</TABLE>

<PAGE>

                                                                      SCHEDULE B

                                  DEFINED TERMS

      As used herein, the following terms have the respective meanings set forth
below or set forth in the Section hereof following such term:

      "ACQUISITION" has the meaning set forth in Section 4.3(a)(i).

      "ACQUISITION DOCUMENTATION" means, collectively, the Asset Purchase
Agreement, dated August 23, 2002, by and between Tesoro and the Company relating
to the purchase and sale of the Tesoro Northern Great Plains Product System, and
all schedules, exhibits and annexes thereto and all side letters and agreements
affecting the terms thereof or entered into in connection therewith, as amended,
supplanted or otherwise modified from time to time.

      "AFFILIATE" means, at any time, and with respect to any Person, (a) any
other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, and (b) any Person beneficially owning or holding, directly
or indirectly, 10% or more of any class of voting or equity interests of such
first Person or any corporation of which such first Person beneficially owns or
holds, in the aggregate, directly or indirectly, 10% or more of any class of
voting or equity interests. As used in this definition, "CONTROL" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Unless the context
otherwise clearly requires, any reference to an "Affiliate" is a reference to an
Affiliate of the Company.

      "AGREEMENT, THIS" has the meaning set forth in Section 18.3.

      "BENEFITTED HOLDER" has the meaning set forth in Section 7.8.

      "BOARD" means the Board of Governors of the Federal Reserve System of the
United States (or any successor).

      "BUSINESS" has the meaning set forth in Section 5.16.

      "BUSINESS DAY" means any day other than a Saturday, a Sunday or a day on
which commercial banks in New York City are required or authorized to be closed.

      "CAPITAL LEASE" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

      "CAPITAL LEASE OBLIGATIONS" means, as to any Person, the obligations of
such Person to pay rent or other amounts under any lease of (or other
arrangement conveying the right to use) real or personal property, or a
combination thereof, which obligations are required to be classified and
accounted for as capital leases on a balance sheet of such Person under GAAP
and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in
accordance with GAAP.

<PAGE>

      "CAPITAL STOCK" means any and all shares, interests, participations or
other equivalents (however designated) of capital stock of a corporation, any
and all equivalent ownership interests in a Person (other than a corporation)
and any and all warrants, rights or options to purchase any of the foregoing.

      "CASH EQUIVALENTS" means (a) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States Government or issued by any
agency thereof and backed by the full faith and credit of the United States, in
each case maturing within one year from the date of acquisition; (b)
certificates of deposit, time deposits, eurodollar time deposits or overnight
bank deposits having maturities of six months or less from the date of
acquisition issued by any Purchaser or by any commercial bank organized under
the laws of the United States or any state thereof having combined capital and
surplus of not less than $500,000,000; (c) commercial paper of an issuer rated
at least A-1 by Standard & Poor's Ratings Services ("S&P") or P-1 by Moody's
Investors Service, Inc. ("MOODY'S"), or carrying an equivalent rating by a
nationally recognized rating agency, if both of the two named rating agencies
cease publishing ratings of commercial paper issuers generally, and maturing
within six (6) months from the date of acquisition; (d) repurchase obligations
of any holder of Notes or of any commercial bank satisfying the requirements of
clause (b) of this definition, having a term of not more than thirty (30) days,
with respect to securities issued or fully guaranteed or insured by the United
States government; (e) securities with maturities of one (1) year or less from
the date of acquisition issued or fully guaranteed by any state, commonwealth or
territory of the United States, by any political subdivision or taxing authority
of any such state, commonwealth or territory or by any foreign government, the
securities of which state, commonwealth, territory, political subdivision,
taxing authority or foreign government (as the case may be) are rated at least A
by S&P or A by Moody's; (f) securities with maturities of six (6) months or less
from the date of acquisition backed by standby letters of credit issued by any
holder of Notes or any commercial bank satisfying the requirements of clause (b)
of this definition; (g) money market mutual or similar funds that invest
exclusively in assets satisfying the requirements of clauses (a) through (f) of
this definition; or (h) money market funds that (i) comply with the criteria set
forth in SEC Rule 2a-7 under the Investment Company Act of 1940, as amended,
(ii) are rated AAA by S&P and Aaa by Moody's and (iii) have portfolio assets of
at least $5,000,000,000.

      "CASH ESCROW ACCOUNT" means the cash escrow account maintained with the
Collateral Agent in accordance with Section 4 of the Collateral Agency
Agreement.

      "CASH ESCROW AGENT" means State Street Bank and Trust Company in its
capacity as cash escrow agent under Section 4 of the Collateral Agency
Agreement.

      "CHANGE OF CONTROL" means (a) the acquisition of greater than 50% of the
voting or economic interests in the General Partner by any Person unless such
Person (i) has long term unsecured debt rated investment grade by both Moody's
Investors Service, Inc. and Standard & Poor's Rating Service and (ii) has a
Consolidated Net Worth of greater than $500,000,000; or (b) the Guarantor ceases
to own 100% of the voting or economic interests in the Company.

      "CLOSING" has the meaning set forth in Section 3.

<PAGE>

      "CODE" means the Internal Revenue Code of 1986, as amended from time to
time, and the rules and regulations promulgated thereunder from time to time.

      "COLLATERAL" means all property of the Guarantor, the Company and its
Subsidiaries, now owned or hereafter acquired, upon which a Lien is purported to
be created by any Security Document.

      "COLLATERAL AGENT" means State Street Bank and Trust Company in its
capacity as collateral agent under the Security Documents.

      "COLLATERAL AGENCY AGREEMENT" means the Collateral Agency Agreement to be
entered into between the Collateral Agent, the General Partner, the Guarantor,
the Company and the Purchasers substantially in the form of Exhibit E.

      "COMMITMENT" has the meaning set forth in Section 2.

      "COMMONLY CONTROLLED ENTITY" means an entity, whether or not incorporated,
that is under common control with the Company within the meaning of Section 4001
of ERISA or is part of a group that includes the Company and that is treated as
a single employer under Section 414 of the Code.

      "COMPANY" has the meaning set forth in Section 1.

      "COMPANY LLC AGREEMENT" means the Amended and Restated Limited Liability
Company Agreement of Williams Pipe Line Company, LLC, dated as of April 11,
2002, as amended, supplanted or otherwise modified from time to time.

      "COMPLIANCE CERTIFICATE" means a certificate executed by a Responsible
Officer substantially in the form of Exhibit K.

      "CONFIDENTIAL INFORMATION" has the meaning set forth in Section 21.

      "CONFLICTS COMMITTEE" means a committee of the Board of Directors of the
General Partner composed entirely of three or more directors who are neither (i)
security holders, officers, nor employees of the General Partner nor (ii)
security holders, officers, directors or employees of any Affiliate of the
General Partner; provided, that such directors may be (x) directors of the
Guarantor or the Company, (y) hold securities of the Guarantor and (z) in the
case of members of the Conflicts Committee on the date hereof, hold those
securities of The Williams Companies owned by them on the date hereof.

      "CONSOLIDATED EBITDA" means for any period, Consolidated Net Income for
such period plus, without duplication and to the extent reflected as a charge in
the statement of such Consolidated Net Income for such period, the sum of (a)
income tax expense, (b) interest expense, amortization or writeoff of debt
discount and debt issuance costs and commissions, discounts and other fees and
charges associated with Indebtedness (including the Notes), (c) depreciation and
amortization expense, (d) amortization of intangibles and organization costs,
(e) any extraordinary non-cash expenses or losses and (f) any extraordinary,
unusual or non-recurring cash income or gains to the extent not included in
Consolidated Net Income, and

<PAGE>

minus, (a) to the extent included in the statement of such Consolidated Net
Income for such period, any extraordinary, unusual or non-recurring non-cash
income or gains (including, whether or not otherwise includable as a separate
item in the statement of such Consolidated Net Income for such period, gains on
the sales of assets outside of the ordinary course of business) and (b) any cash
payments made during such period in respect of items described in clause (e)
above subsequent to the fiscal quarter in which the relevant non-cash expenses
or losses were reflected as a charge in the statement of Consolidated Net
Income, all as determined on a consolidated basis. For purposes of calculating
Consolidated EBITDA for the third and fourth quarters of 2002 and the first
quarter of 2003, adjustments shall be made to income and expenses that resulted
from the acquisition of the Company by the Guarantor in the second quarter of
2002, as set forth on Schedule D. For the purposes of calculating Consolidated
EBITDA for any period of four (4) consecutive fiscal quarters (each, a
"REFERENCE PERIOD") pursuant to any determination of compliance with Section
9.1(a), (i) if at any time during such Reference Period the Guarantor or the
Company or any of their respective Subsidiaries shall have made any Disposition
other than in the ordinary course, the Consolidated EBITDA of the Guarantor or
Company, as applicable, for such Reference Period shall be reduced by an amount
equal to the Consolidated EBITDA (if positive) attributable to the property that
is the subject of such Disposition for such Reference Period or increased by an
amount equal to the Consolidated EBITDA (if negative) attributable thereto for
such Reference Period and (ii) if during such Reference Period the Guarantor or
the Company or any of their respective Subsidiaries shall have made an asset
acquisition other than in the ordinary course, Consolidated EBITDA of the
Guarantor or the Company, as applicable, for such Reference Period shall be
calculated after giving pro forma effect thereto as if such asset acquisition
occurred on the first day of such Reference Period.

      "CONSOLIDATED INTEREST EXPENSE" means for any period, total cash interest
expense (including that attributable to Capital Lease Obligations) of the
Guarantor and its Subsidiaries or the Company and its Subsidiaries, as
applicable, for such period with respect to all outstanding Indebtedness of the
Guarantor and its Subsidiaries or the Company and its Subsidiaries, as
applicable (including all commissions, discounts and other fees and charges owed
with respect to letters of credit and bankers' acceptance financing and net
costs under Swap Agreements in respect of interest rates to the extent such net
costs are allocable to such period in accordance with GAAP).

      "CONSOLIDATED NET INCOME" means for any period, the consolidated net
income (or loss) of the Guarantor and its Subsidiaries or the Company and its
Subsidiaries, as applicable, determined on a consolidated basis in accordance
with GAAP; provided that there shall be excluded (a) the income (or deficit) of
any Person accrued prior to the date it becomes a Subsidiary of the Guarantor or
the Company, or is merged into or consolidated with the Guarantor or any of its
Subsidiaries or the Company or any of its Subsidiaries, as applicable, (b) the
income (or deficit) of any Person (other than a Subsidiary of the Guarantor or
Company, as applicable) in which the Guarantor or any of its Subsidiaries or the
Company or any of its Subsidiaries, as applicable, has an ownership interest,
except to the extent that any such income is actually received by the Guarantor
or any of its Subsidiaries or the Company or any of its Subsidiaries, as
applicable, in the form of dividends or similar distributions and (c) the
undistributed earnings of any Subsidiary of the Guarantor or the Company, to the
extent that the declaration or payment of dividends or similar distributions by
such Subsidiary is not at the time

<PAGE>

permitted by the terms of any Contractual Obligation (other than under any Note
Purchase Document) or Requirement of Law applicable to such Subsidiary.

      "CONSOLIDATED NET WORTH" at any date, all amounts that would, in
conformity with GAAP, be included on a consolidated balance sheet of such Person
and its Subsidiaries under stockholders' equity at such date.

      "CONSOLIDATED TOTAL DEBT" means at any date, the aggregate principal
amount of all Indebtedness of the Guarantor and its Subsidiaries or the Company
and its Subsidiaries, as applicable, at such date, determined on a consolidated
basis in accordance with GAAP.

      "CONTRACTUAL OBLIGATION" means as to any Person, any provision of any
security issued by such Person or of any material agreement, instrument or other
undertaking to which such Person is a party or by which it or any of its
property is bound.

      "DEFAULT" means an event or condition the occurrence or existence of which
would, with the lapse of time or the giving of notice or both, become an Event
of Default.

      "DEFAULT RATE" means a rate of interest that is equal to 2.0% per annum
above (i) in the case of the Series A Notes, the rate of interest applicable to
principal stated in the second paragraph of the Series A Notes and (ii) in the
case of the Series B Notes, the rate of interest applicable to principal stated
in the first paragraph of the Series B Notes.

      "DISPOSE" means with respect to any property, to sell, lease, engage in a
sale and leaseback with respect thereto, assign, convey, transfer or other
dispose thereof. The term "DISPOSITION" shall have a correlative meaning.

      "ENVIRONMENTAL LAWS" means any and all statutes, laws (including without
limitation common law), regulations, ordinances, rules, judgments, orders,
decrees, permits, licenses, agreements, governmental restrictions or any other
legally enforceable requirements of any Governmental Authority relating to
pollution, protection of the environment, or human health as affected by
pollution or exposure to any materials in the indoor or outdoor environment.

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

      "ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that is treated as a single employer together with The Williams
Companies under Section 414 of the Code.

      "EVENT OF DEFAULT" has the meaning set forth in Section 12.

      "EVENT OF LOSS" means the loss, destruction or damage of the use of a
portion of the Company's or any of its Subsidiaries' pipeline facilities so as
to render such pipeline facility unable to operate at substantially its designed
level of output, and (a) such affected portion, in the reasonable opinion of an
Independent Engineer, can be feasibly restored, rebuilt or replaced and (b) in
the reasonable opinion of the Company or the Subsidiary, sufficient funds are or
will be

<PAGE>

available to restore, rebuild or replace the affected portion of the pipeline so
that the pipeline will be able to operate at substantially its designed level of
output prior to the earlier of (i) 180 days from the date of such loss,
destruction or damage or (ii) the Maturity Date.

      "EXCESS PROCEEDS AMOUNT" has the meaning set forth in Section 8.6(b).

      "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

      "FAIRNESS OPINION" has the meaning set forth in Section 5.29.

      "FORMATION AGREEMENT" means the General Partner LLC Agreement, the
Guarantor Partnership Agreement and the Company LLC Agreement.

      "FORMATION AGREEMENT AMENDMENTS" has the meaning set forth in Section
4.2(c).

      "FUNDAMENTAL CHANGE PUT" has the meaning set forth in Section 11.

      "FUTURE ACQUISITION" means an acquisition of assets on arm's length terms,
including acquisitions from Affiliates, not representing an ordinary course
extension or enlargement of the Company's or any of its Subsidiaries' pipeline
systems; provided, that the Acquisition shall not be deemed a Future Acquisition
for purposes of this definition.

      "GAAP" means generally accepted accounting principles as in effect from
time to time in the United States of America.

      "GENERAL PARTNER" has the meaning set forth in Section 1.

      "GENERAL PARTNER BANK ACCOUNT" has the meaning set forth in Section
4.1(k).

      "GENERAL PARTNER LLC AGREEMENT" means the Third Amended and Restated
Limited Liability Company Agreement of Williams GP LLC, dated as of September
30, 2002, as amended, supplanted or otherwise modified from time to time.

      "GOVERNMENTAL AUTHORITY" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative functions of or
pertaining to government, any securities exchange and any self-regulatory
organization (including the National Association of Insurance Commissioners).

      "GUARANTEE" has the meaning set forth in Section 1.

      "GUARANTEE OBLIGATION" means, as to any Person (the "GUARANTEEING
PERSON"), any obligation of (a) the guaranteeing person or (b) another Person
(including any bank under any letter of credit) to induce the creation of which
the guaranteeing person has issued a reimbursement, counterindemnity or similar
obligation, in either case guaranteeing or in effect guaranteeing any
Indebtedness, leases, dividends or other obligations (the "PRIMARY OBLIGATIONS")
of any other third Person (the "PRIMARY OBLIGOR") in any manner, whether
directly or indirectly, including any obligation of the guaranteeing person,
whether or not contingent,

<PAGE>

(i) to purchase any such primary obligation or any property constituting direct
or indirect security therefor, (ii) to advance or supply funds (1) for the
purchase or payment of any such primary obligation or (2) to maintain working
capital or equity capital of the primary obligor or otherwise to maintain the
net worth or solvency of the primary obligor, (iii) to purchase property,
securities or services primarily for the purpose of assuring the owner of any
such primary obligation of the ability of the primary obligor to make payment of
such primary obligation or (iv) otherwise to assure or hold harmless the owner
of any such primary obligation against loss in respect thereof; provided,
however, that the term Guarantee Obligation shall not include endorsements of
instruments for deposit or collection in the ordinary course of business. The
amount of any Guarantee Obligation of any guaranteeing person shall be deemed to
be the lower of (a) an amount equal to the stated or determinable amount of the
primary obligation in respect of which such Guarantee Obligation is made and (b)
the maximum amount for which such guaranteeing person may be liable pursuant to
the terms of the instrument embodying such Guarantee Obligation, unless such
primary obligation and the maximum amount for which such guaranteeing person may
be liable are not stated or determinable, in which case the amount of such
Guarantee Obligation shall be such guaranteeing person's maximum reasonably
anticipated liability in respect thereof as determined by the Company in good
faith.

      "GUARANTOR" has the meaning set forth in Section 1.

      "GUARANTOR PARTNERSHIP AGREEMENT" means the Second Amended and Restated
Agreement of Limited Partnership of Williams Energy Partnership L.P. dated as of
September 27, 2002, as amended, supplanted or otherwise modified from time to
time.

      "HOLDER" means, with respect to any Note, the Person in whose name such
Note is registered in the register maintained by the Company pursuant to Section
14.1.

      "INDEBTEDNESS" of any Person at any date means, without duplication, (a)
all indebtedness of such Person for borrowed money, (b) all obligations of such
Person for the deferred purchase price of property or services (other than
current trade payables incurred in the ordinary course of such Person's
business), (c) all obligations of such Person evidenced by notes, bonds,
debentures or other similar instruments, (d) all indebtedness created or arising
under any conditional sale or other title retention agreement with respect to
property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to
repossession or sale of such property), (e) all Capital Lease Obligations of
such Person, (f) all obligations of such Person, contingent or otherwise, as an
account party or applicant under or in respect of acceptances, letters of
credit, surety bonds or similar arrangements, (g) the liquidation value of all
redeemable preferred Capital Stock of such Person, (h) all Guarantee Obligations
of such Person in respect of obligations of the kind referred to in clauses (a)
through (g) above, (i) all obligations of the kind referred to in clauses (a)
through (h) above secured by (or for which the holder of such obligation has an
existing right, contingent or otherwise, to be secured by) any Lien on property
(including accounts and contract rights) owned by such Person, whether or not
such Person has assumed or become liable for the payment of such obligation, and
(j) for the purposes of Section 12(g) only, all obligations of such Person in
respect of Swap Agreements. The Indebtedness of any Person shall include the
Indebtedness of any other entity (including any partnership in which such Person
is a general partner) to the extent such Person is liable therefor as a result
of such Person's ownership interest

<PAGE>

in or other relationship with such entity, except to the extent the terms of
such Indebtedness expressly provide that such Person is not liable therefor.

      "INDEPENDENT DIRECTOR" means, with respect to a director of the General
Partner, a Person who qualifies as an "Independent Director" as such term is
defined in Section 303A of the New York Stock Exchange's Listed Company Manual,
as amended from time to time.

      "INDEPENDENT ENGINEER" means such independent engineering firm which may
be engaged by the Collateral Agent and reasonably satisfactory to the Required
Holders with the consent of the Company, which consent may not be unreasonably
withheld, at the reasonable cost and expense of the Company.

      "INSOLVENCY" means with respect to any Multiemployer Plan, the condition
that such Plan is insolvent within the meaning of Section 4245 of ERISA.

      "INSOLVENT" means pertaining to a condition of Insolvency.

      "INSTITUTIONAL INVESTOR" means (a) any original purchaser of a Note, (b)
any holder of a Note holding more than 5% of the aggregate principal amount of
the Notes then outstanding, and (c) any bank, trust company, savings and loan
association or other financial institution, any pension plan, any investment
company, any insurance company, any broker or dealer, or any other similar
financial institution or entity, regardless of legal form.

      "INTELLECTUAL PROPERTY" means the collective reference to all rights,
priorities and privileges relating to intellectual property, whether arising
under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark
licenses, technology, know-how and processes, and all rights to sue at law or in
equity for any infringement or other impairment thereof, including the right to
receive all proceeds and damages therefrom.

      "INVESTMENT" has the meaning set forth in Section 9.7.

      "LIEN" means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security agreement or preferential
arrangement of any kind or nature whatsoever (including any conditional sale or
other title retention agreement and any capital lease having substantially the
same economic effect as any of the foregoing).

      "MAKE-WHOLE AMOUNT" has the meaning set forth in Section 7.3.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, operations, condition (financial or otherwise) or prospects of the
General Partner, the Guarantor and its Subsidiaries taken as a whole or the
Company and its Subsidiaries taken as a whole, or (b) the ability of the General
Partner, the Guarantor, the Company or any Subsidiary to perform its obligations
under this Agreement, the Notes and the other Note Purchase Documents to which
it is a party, or (c) the validity or enforceability of this Agreement or any of
the other Note Purchase Documents.

<PAGE>

      "MATERIALS OF ENVIRONMENTAL CONCERN" means any gasoline or petroleum
(including crude oil or any fraction thereof), petroleum products, asbestos,
polychlorinated biphenyls, urea-formaldehyde insulation, and any other
substances, materials or wastes, defined or regulated as such in or that could
result in liability under any applicable Environmental Law.

      "MATURITY DATE" has the meaning set forth in Section 7.1.

      "MORTGAGED PROPERTIES" means the real properties listed on Schedule C, as
to which the Collateral Agent for the benefit of the holders of the Notes shall
be granted a Lien pursuant to the Mortgages.

      "MORTGAGES" means each of the mortgages and deeds of trust made by the
Company in favor of, or for the benefit of, the Collateral Agent for the benefit
of the holders of the Notes, substantially in the form of Exhibit D (with such
changes thereto as shall be advisable under the law of the jurisdiction in which
such mortgage or deed of trust is to be recorded).

      "MULTIEMPLOYER PLAN" means a Plan that is a multiemployer plan as defined
in Section 4001(a)(3) of ERISA.

      "NET CASH PROCEEDS" means (a) in connection with any Recovery Event, the
proceeds thereof in the form of cash and Cash Equivalents (including any such
proceeds received by way of deferred payment of principal pursuant to a note or
installment receivable or purchase price adjustment receivable or otherwise, but
only as and when received) of such Recovery Event, net of attorneys' fees,
accountants' fees, investment banking fees, amounts required to be applied to
the repayment of Indebtedness secured by a Lien expressly permitted hereunder on
any asset that is the subject of such Recovery Event (other than any Lien
pursuant to a Security Document) and other customary fees and expenses actually
incurred in connection therewith and net of taxes paid or reasonably estimated
to be payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements) and (b) in connection
with any issuance or sale of Capital Stock, the cash proceeds received from such
issuance, net of attorneys' fees, investment banking fees, accountants' fees,
underwriting discounts and commissions and other customary fees and expenses
actually incurred in connection therewith.

      "NOTE PURCHASE DOCUMENTS" means this Agreement, the Security Documents,
the Collateral Agency Agreement and the Notes.

      "NOTES" has the meaning set forth in Section 1.

      "OBLIGATIONS" means the unpaid principal of and interest on (including
interest accruing after the maturity of the Notes and interest accruing after
the filing of any petition in bankruptcy, or the commencement of any insolvency,
reorganization or like proceeding, relating to the Company, whether or not a
claim for post-filing or post-petition interest is allowed in such proceeding)
the Notes, the Prepayment Premium, the Make-Whole Amount, the Fundamental Change
Put and all other obligations and liabilities of the Company to any holder of
Notes, whether direct or indirect, absolute or contingent, due or to become due,
or now existing or hereafter incurred, which may arise under, out of, or in
connection with, this Agreement, any other Note Purchase Document or any other
document made, delivered or given in connection herewith or therewith, whether
on account of principal, interest, reimbursement obligations, fees,

<PAGE>

indemnities, costs, expenses (including all fees, charges and disbursements of
counsel to any holder of Notes that are required to be paid by the Company
pursuant hereto) or otherwise.

      "OFFICER'S CERTIFICATE" means a certificate of a Responsible Officer or of
any other officer of the Company whose responsibilities extend to the subject
matter of such certificate.

      "OMNIBUS AGREEMENT" means the Omnibus Agreement among The Williams
Companies, Williams Energy Services, LLC, Williams Natural Gas Liquids, Inc.,
Williams Pipe Line Company, LLC, Williams Information Services Corporation,
Williams Energy Partners L.P., Williams OLP, L.P. and Williams GP LLC, as
amended, supplanted or otherwise modified from time to time.

      "PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

      "PERMITTED LIENS" means, with respect to the Company, those Liens not
prohibited by Section 9.3.

      "PERSON" means an individual, partnership, corporation, limited liability
company, association, trust, unincorporated organization, or a government or
agency or political subdivision thereof.

      "PLAN" means an "employee benefit plan" (as defined in Section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by The Williams Companies, any ERISA
Affiliate, the Company or any Commonly Controlled Entity or with respect to
which The Williams Companies, any ERISA Affiliate, the Company or any Commonly
Controlled Entity may have any liability.

      "PLEDGED STOCK" has the meaning set forth in the Security Agreement.

      "PROJECTIONS" has the meaning set forth in Section 8.2(c).

      "PROPERTIES" has the meaning set forth in Section 5.16.

      "PURCHASERS" has the meaning set forth in Section 2.

      "RECOVERY EVENT" means any settlement of or payment in respect of any
property or casualty insurance claim or any condemnation proceeding relating to
any asset of the Company or any of its Subsidiaries.

      "REORGANIZATION" means with respect to any Multiemployer Plan, the
condition that such plan is in reorganization within the meaning of Section 4241
of ERISA.

      "REPORTABLE EVENT" means any of the events set forth in Section 4043(c) of
ERISA, other than those events as to which the thirty day notice period is
waived under subsections .27, .28, .29, .30, .31, .32, .34 or .35 of PBGC Reg.
Section 4043.

<PAGE>

      "REQUIRED HOLDERS" means, at any time, (a) with respect to Sections 12 and
13, holders of more than 50% in principal amount of the Notes at the time
outstanding and (b) with respect to any other provision of the Note Purchase
Documents, holders of at least 66?% in principal amount of the Notes at the time
outstanding unless otherwise provided therein, and in each case exclusive of
Notes then owned by the Company or any of its Affiliates.

      "REQUIREMENT OF LAW" means as to any Person, the Certificate of
Incorporation and By-Laws or other organizational or governing documents of such
Person, and any material law, treaty, rule or regulation or final determination
of an arbitrator pursuant to binding arbitration or a court of competent
jurisdiction or other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person or any
of its property is subject.

      "RESPONSIBLE OFFICER" means any of the chief financial officer, principal
accounting officer, treasurer or comptroller.

      "SECURITIES ACT" means the Securities Act of 1933, as amended from time to
time.

      "SECURITY AGREEMENT" means the Security Agreement to be executed and
delivered by the Collateral Agent, the Guarantor and the Company, substantially
in the form of Exhibit C.

      "SECURITY DOCUMENTS" means the collective reference to the Security
Agreement, the Mortgages and all other security documents hereafter delivered to
the Collateral Agent granting a Lien on the Collateral to secure the obligations
and liabilities of the Guarantor or the Company under any Note Purchase
Document.

      "SERVICES AGREEMENT" has the meaning set forth in Section 4.1(h).

      "SINGLE EMPLOYER PLAN" means any Plan that is covered by Title IV of
ERISA, but that is not a Multiemployer Plan.

      "SOLVENT" when used with respect to any Person, means that, as of any date
of determination, (a) the amount of the "present fair saleable value" of the
assets of such Person will, as of such date, exceed the amount of all
"liabilities of such Person, contingent or otherwise", as of such date, as such
quoted terms are determined in accordance with applicable federal and state laws
governing determinations of the insolvency of debtors, (b) the present fair
saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its
debts as such debts become absolute and matured, (c) such Person will not have,
as of such date, an unreasonably small amount of capital with which to conduct
its business, and (d) such Person will be able to pay its debts as they mature.
For purposes of this definition, (i) "debt" means liability on a "claim", and
(ii) "claim" means any (x) right to payment, whether or not such a right is
reduced to judgment, liquidated, unliquidated, fixed, contingent, matured,
unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (y)
right to an equitable remedy for breach of performance if such breach gives rise
to a right to payment, whether or not such right to an equitable remedy is
reduced to judgment, fixed, contingent, matured or unmatured, disputed,
undisputed, secured or unsecured.
<PAGE>

      "SUBSIDIARY" means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless otherwise qualified, all references to a "Subsidiary" or
to "Subsidiaries" in this Agreement shall refer to a Subsidiary or Subsidiaries
of the Company.

      "SUPPLIED CONFIDENTIAL INFORMATION" has the meaning set forth in Section
6.1.

      "SWAP AGREEMENT" means any agreement with respect to any swap, forward,
future or derivative transaction or option or similar agreement involving, or
settled by reference to, one or more rates, currencies, commodities, equity or
debt instruments or securities, or economic, financial or pricing indices or
measures of economic, financial or pricing risk or value or any similar
transaction or any combination of these transactions; provided that no phantom
stock or similar plan providing for payments only on account of services
provided by current or former directors, officers, employees or consultants of
the Company shall be a "Swap Agreement."

      "TESORO" means Tesoro Refining and Marketing Company, a Delaware
corporation.

      "THE WILLIAMS COMPANIES" means The Williams Companies, Inc., a Delaware
corporation.

      "THE WILLIAMS COMPANIES OFFICER CERTIFICATE" has the meaning set forth in
Section 4.2(o).

      "WHOLLY OWNED SUBSIDIARY" means as to any Person, any other Person all of
the Capital Stock of which (other than directors' qualifying shares required by
law) is owned by such Person directly and/or through other Wholly Owned
Subsidiaries.

      "WHOLLY OWNED SUBSIDIARY GUARANTOR" means any Subsidiary that is a Wholly
Owned Subsidiary of the Company.

<PAGE>

                                                                       EXHIBIT A

                                 [FORM OF NOTE]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
THIS NOTE MAY NOT BE SOLD OR TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION OR
QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.

                         WILLIAMS PIPE LINE COMPANY, LLC

         FLOATING RATE SERIES A SENIOR SECURED NOTE DUE OCTOBER 7, 2007

No. [_____]                                              ______________ __, 2002
$[_______]                                                 CUSIP[______________]

      FOR VALUE RECEIVED, the undersigned, Williams Pipe Line Company, LLC
(herein called the "Company"), a limited liability company organized and
existing under the laws of the State of Delaware, hereby promises to pay to [ ],
or registered assigns, the principal sum of [        ] DOLLARS on October 7,
2007, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the Interest Rate (as defined
below) from the date hereof, payable semiannually, on the 7th day of April and
October in each year (the "Interest Payment Date"), commencing with the April 7
or October 7 next succeeding the date hereof, until the principal hereof shall
have become due and payable, and (b) to the extent permitted by law on any
overdue payment (including any overdue prepayment) of principal, any overdue
payment of interest and any overdue payment of any Prepayment Premium (as
defined in the Note Purchase Agreement referred to below) or other Obligation
(as defined in the Note Purchase Agreement), payable on the applicable Interest
Payment Date (or, at the option of the registered holder hereof, on demand), at
the Default Rate (as defined in the Note Purchase Agreement). On each of October
7, 2005 and October 7, 2006, the Company promises to pay to the undersigned, or
its registered assigns, five percent (5%) of the principal amount of this Series
A Note then outstanding at par in accordance with the Note Purchase Agreement
referred to below.

      The rate at which interest shall be payable on the Series A Notes (the
"Interest Rate") shall be a floating rate, which for each interest period shall
be the Six-Month LIBOR Rate determined for that interest period plus _____ basis
points (____%) [this will be the greater of (a) 425 basis points (4.25%) or (b)
such margin as is necessary so that the Interest Rate shall equal the swap
adjusted equivalent of the weighted average interest rate on the Series B Notes
issued on the same date]. The Interest Rate for the initial interest period
shall be ______% (the "Initial Interest Rate"), which was calculated with
reference to the Six-Month LIBOR Rate on the Interest Determination Date (as
defined below) for the initial interest period, plus ___ basis points (____%)
[this will be equal to the spread to be set forth above].

      The Company will reset the rate of interest on each Interest Payment Date.
The Company shall determine the applicable Interest Rate on the Series A Notes
for the succeeding interest period on the date that is two (2) London Business
Days prior to the next Interest

<PAGE>

Payment Date (each an "Interest Determination Date"). The Interest Determination
Date for the Initial Interest Rate was November ___, 2002. [this date will be
two (2) London Business Days prior to the issue date]

      The Interest Rate determined on an Interest Determination Date for the
Series A Notes (a) shall become effective on and as of the next succeeding
Interest Payment Date and (b) shall be the rate at which interest is payable on
the Series A Notes for the interest period from and including the Interest
Payment Date on which that Interest Rate becomes effective to but excluding the
succeeding Interest Payment Date. The calculations of the Company in determining
the Interest Rate will, in the absence of manifest error, be conclusive for all
purposes and binding on the holders of the Series A Notes.

      "London Business Day" means any day on which dealings in deposits in U.S.
dollars are transacted in the London interbank market.

      "Six-Month LIBOR Rate" means, with respect to any Interest Payment Date,
the rate for deposits in U.S. dollars having a six-month maturity which appears
on the Dow Jones Page 3750 (as defined below) as of 11:00 a.m., London time, on
the Interest Determination Date immediately preceding such Interest Payment
Date; provided, that if on any Interest Determination Date the applicable London
interbank offered rate for deposits in U.S. dollars having a six-month maturity
does not appear on Dow Jones Page 3750, or if Dow Jones Page 3750 is not
available, then the Six-Month LIBOR Rate will be determined on the basis of the
rates at which deposits in U.S. dollars are offered by four major banks in the
London interbank market (which banks are to be selected by the Company and shall
be reasonably acceptable to the Purchaser) at approximately 11:00 a.m., London
time, on such Interest Determination Date to prime banks in the London interbank
market for deposits in U.S. dollars and having a six-month maturity and in a
principal amount equal to at least $1,000,000 and in a principal amount that is
representative for a single transaction in U.S. dollars in such market at such
time. The Company will request the principal London office of each of such banks
to provide a quotation of its rate for such deposits. If at least two such
quotations are provided, the rate in respect of such Interest Determination Date
will be the arithmetic mean of the quotations provided to the Company. If fewer
than two such quotations are provided, the Six-Month LIBOR Rate in respect of
such Interest Determination Date will be determined on the basis of the rates
quoted by three (3) major banks in the Borough of Manhattan, The City of New
York (which banks are to be selected by the Company and shall be reasonably
acceptable to the Purchaser), at approximately 11:00 a.m., New York City time,
on such Interest Determination Date for loans in U.S. dollars to leading
European banks and having a six-month maturity and in a principal amount equal
to an amount of at least $1,000,000 and in a principal amount that is
representative for a single transaction in U.S. dollars in such market at such
time. If at least two (2) such quotations are provided, the rate in respect of
such Interest Determination Date will be at the arithmetic mean of the
quotations provided; provided, however, that if none of the banks selected as
aforesaid by the Company are quoting as described in the immediately preceding
sentence, the Interest Rate will be the interest rate on the Series A Notes in
effect on such Interest Determination Date.

      "Dow Jones Page 3750" means the display page designated as page 3750 on
the Dow Jones Market Screen, formerly known as the Bridge Telerate, Inc. (or any
successor service or

<PAGE>

such other page as may replace page 3750 on that service for the purpose of
displaying London interbank offered rates).

      The Interest Rate on the Series A Notes will in no event be higher than
the maximum rate permitted by the laws of the State of New York, as the same may
be modified by the laws of the United States of general application.

      At the request of the holder hereof, the Company will provide to such
holder the Interest Rate then in effect for this Series A Note, if available,
and, if different, the Interest Rate to be in effect as a result of a
determination made on the most recent Interest Determination Date with respect
to this Series A Note.

      Interest payments hereon will include the amount of interest accrued from
and including the most recent Interest Payment Date to which interest has been
paid to but excluding the applicable Interest Payment Date.

      Unless otherwise specified herein, all percentages resulting from any
calculation of the rate of interest on this Series A Note will be rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with
five one-millionths of a percentage point rounded upward (e.g., 2.102545% (or
..02102545) will be rounded upward to 2.10255% (or .0210255)), and all U.S.
dollar amounts used in or resulting from such calculation will be rounded to the
nearest cent (with one-half cent being rounded upward).

      Payments of principal of, interest on and any Prepayment Premium with
respect to this Series A Note are to be made in lawful money of the United
States of America as provided in the Note Purchase Agreement referred to below.

      This Series A Note is one of a series of Floating Rate Series A Senior
Secured Notes (herein called a "Series A Note") issued pursuant to the Note
Purchase Agreement, dated as of October 1, 2002 (as from time to time amended,
the "Note Purchase Agreement"), between the Company, Williams Energy Partners
L.P., as guarantor (the "Guarantor") and the Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Series A Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 21 of the Note Purchase Agreement and (ii) to
have made the representation set forth in Section 6.2 of the Note Purchase
Agreement. Payments of principal of, interest on and any Prepayment Premium with
respect to this Series A Note are guaranteed by the Guarantor pursuant to the
terms of the Note Purchase Agreement.

      This Series A Note is a registered Series A Note as provided in the Note
Purchase Agreement and, upon surrender of this Series A Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder's attorney duly
authorized in writing, a new Series A Note for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Series A Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

<PAGE>

      This Series A Note is subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note
Purchase Agreement, but not otherwise.

      If an Event of Default, as defined in the Note Purchase Agreement, occurs
and is continuing, the principal of this Series A Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Prepayment Premium) and with the effect provided in the Note Purchase
Agreement.

<PAGE>

      This Series A Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                        WILLIAMS PIPE LINE COMPANY, LLC

                                           By: WILLIAMS ENERGY PARTNERS L.P.,
                                           its Sole Member

                                           By: WILLIAMS GP LLC, its General
                                           Partner

                                           By _______________________________
                                           Title:


Accepted and Acknowledged:

WILLIAMS ENERGY PARTNERS L.P.

   By: WILLIAMS GP LLC, its General Partner


   By ____________________________
   Title:
<PAGE>

                                                                       EXHIBIT B

                                 [FORM OF NOTE]

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE.
THIS NOTE MAY NOT BE SOLD OR TRANSFERRED, IN THE ABSENCE OF SUCH REGISTRATION OR
QUALIFICATION OR AN EXEMPTION THEREFROM UNDER THE ACT AND ANY APPLICABLE STATE
SECURITIES LAWS.

                         WILLIAMS PIPE LINE COMPANY, LLC

           FIXED RATE SERIES B SENIOR SECURED NOTE DUE OCTOBER 7, 2007

No. [_____]                                               _____________ __, 2002
$[_______]                                                 CUSIP[______________]

      FOR VALUE RECEIVED, the undersigned, Williams Pipe Line Company, LLC
(herein called the "Company"), a limited liability company organized and
existing under the laws of the State of Delaware, hereby promises to pay to [ ],
or registered assigns, the principal sum of [        ] DOLLARS on October 7,
2007, with interest (computed on the basis of a 360-day year of twelve 30-day
months) (a) on the unpaid balance thereof at the rate of [____]% per annum from
the date hereof, payable semiannually, on the 7th day of April and October in
each year (the "Interest Payment Date"), commencing with the April 7 or October
7 next succeeding the date hereof, until the principal hereof shall have become
due and payable, and (b) to the extent permitted by law on any overdue payment
(including any overdue prepayment) of principal, any overdue payment of interest
and any overdue payment of any Make-Whole Amount (as defined in the Note
Purchase Agreement referred to below) or other Obligation (as defined in the
Note Purchase Agreement), payable on the applicable Interest Payment Date (or,
at the option of the registered holder hereof, on demand), at the Default Rate
(as defined in the Note Purchase Agreement). On each of October 7, 2005 and
October 7, 2006, the Company promises to pay to the undersigned, or its
registered assigns, five percent (5%) of the principal amount of this Series B
Note then outstanding at par in accordance with the Note Purchase Agreement
referred to below.

      Payments of principal of, interest on and any Make-Whole Amount with
respect to this Series B Note are to be made in lawful money of the United
States of America as provided in the Note Purchase Agreement referred to below.

      This Series B Note is one of a series of Fixed Rate Series B Senior
Secured Notes (herein called a "Series B Note") issued pursuant to the Note
Purchase Agreement, dated as of October 1, 2002 (as from time to time amended,
the "Note Purchase Agreement"), between the Company, Williams Energy Partners
L.P., as guarantor (the "Guarantor") and the Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Series B Note will be
deemed, by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 21 of the Note Purchase Agreement and (ii) to
have made the representation set forth in Section 6.2 of the Note Purchase
Agreement. Payments of principal of, interest on and any

<PAGE>

Make-Whole Amount with respect to this Series B Note are guaranteed by the
Guarantor pursuant to the terms of the Note Purchase Agreement.

      This Series B Note is a registered Series B Note as provided in the Note
Purchase Agreement and, upon surrender of this Series B Note for registration of
transfer, duly endorsed, or accompanied by a written instrument of transfer duly
executed, by the registered holder hereof or such holder's attorney duly
authorized in writing, a new Series B Note for a like principal amount will be
issued to, and registered in the name of, the transferee. Prior to due
presentment for registration of transfer, the Company may treat the person in
whose name this Series B Note is registered as the owner hereof for the purpose
of receiving payment and for all other purposes, and the Company will not be
affected by any notice to the contrary.

      This Series B Note is subject to optional prepayment, in whole or from
time to time in part, at the times and on the terms specified in the Note
Purchase Agreement, but not otherwise.

      If an Event of Default, as defined in the Note Purchase Agreement, occurs
and is continuing, the principal of this Series B Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreement.
<PAGE>

      This Series B Note shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of New York
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

                                        WILLIAMS PIPE LINE COMPANY, LLC

                                           By: WILLIAMS ENERGY PARTNERS L.P.,
                                           its Sole Member

                                           By: WILLIAMS GP LLC, its General
                                           Partner

                                           By ________________________________
                                           Title:


Accepted and Acknowledged:

WILLIAMS ENERGY PARTNERS L.P.

   By: WILLIAMS GP LLC, its General Partner

   By _____________________________
   Title: