<PAGE>
                                                                   EXHIBIT 10.10







                 FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT


                                      among


                          THE WILLIAMS COMPANIES, INC.,
                                   as Borrower


                        CREDIT LYONNAIS NEW YORK BRANCH,
                             as Administrative Agent


                COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES
                              as Syndication Agent


                            THE BANK OF NOVA SCOTIA,
                             as Documentation Agent


                                       and


                            THE LENDERS NAMED HEREIN,
                                     Lenders


                          DATED AS OF OCTOBER 31, 2002


<PAGE>




                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE

<S>     <C>       <C>                                                                                          <C>
SECTION 1         DEFINITIONS AND TERMS...........................................................................1
         1.1      Definitions.....................................................................................1
         1.2      Number and Gender of Words; Other References...................................................24
         1.3      Accounting Terms...............................................................................25

SECTION 2         BORROWING PROVISIONS...........................................................................25
         2.1      Commitments; Borrowings from Designated Lenders................................................25
         2.2      Termination of Commitments.....................................................................25

SECTION 3         TERMS OF PAYMENT...............................................................................25
         3.1      Loan Accounts, Notes, and Payments.............................................................25
         3.2      Interest and Principal Payments................................................................26
         3.3      Interest Options...............................................................................29
         3.4      Quotation of Rates.............................................................................29
         3.5      Default Rate...................................................................................29
         3.6      Interest Recapture.............................................................................29
         3.7      Interest Calculations..........................................................................29
         3.8      Maximum Rate...................................................................................30
         3.9      Interest Periods...............................................................................30
         3.10     Conversions....................................................................................30
         3.11     Order of Application...........................................................................31
         3.12     Sharing of Payments, Etc.......................................................................31
         3.13     Offset.........................................................................................31
         3.14     Booking Borrowings.............................................................................31

SECTION 4         CHANGE IN CIRCUMSTANCES........................................................................31
         4.1      Increased Cost and Reduced Return..............................................................31
         4.2      Limitation on Types of Loans...................................................................33
         4.3      Illegality.....................................................................................33
         4.4      Treatment of Affected Loans....................................................................33
         4.5      Compensation; Replacement of Lenders...........................................................34
         4.6      Taxes..........................................................................................34

SECTION 5         FEES...........................................................................................36
         5.1      Treatment of Fees..............................................................................36
         5.2      Fees of Administrative Agent and Arranger......................................................36
         5.3      Amendment Fee..................................................................................36

SECTION 6         CONDITIONS PRECEDENT...........................................................................36
         6.1      Conditions Precedent to Closing................................................................36

SECTION 7         REPRESENTATIONS AND WARRANTIES.................................................................37
         7.1      Organization and Good Standing.................................................................37
         7.2      Authorization and Power........................................................................37
         7.3      Approvals and Consents.........................................................................37
         7.4      Enforceable Obligation.........................................................................37
</Table>



                                       i              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT


<PAGE>

<Table>
<S>               <C>                                                                                           <C>
         7.5      Financial Condition............................................................................37
         7.6      No Material Controversies......................................................................38
         7.7      Investment Company.............................................................................38
         7.8      ERISA Compliance...............................................................................38
         7.9      Taxes..........................................................................................38
         7.10     Holding Company................................................................................38
         7.11     Environmental Compliance.......................................................................38
         7.12     Use of Proceeds................................................................................39

SECTION 8         COVENANTS......................................................................................39
         8.1      Compliance with Laws, Etc......................................................................39
         8.2      Financial Statements, Reports and Documents....................................................40
         8.3      Maintenance of Insurance.......................................................................42
         8.4      Preservation of Corporate Existence, Etc.......................................................42
         8.5      Debt; Interest Coverage........................................................................42
         8.6      Liens, Etc.....................................................................................42
         8.7      Merger and Sale of Assets......................................................................43
         8.8      Agreements to Restrict Dividends and Certain Transfers.........................................43
         8.9      Loans and Advances; Investments................................................................43
         8.10     Maintenance of Ownership of Certain Subsidiaries...............................................44
         8.11     Compliance with ERISA..........................................................................44
         8.12     Transactions with Related Parties..............................................................44
         8.13     Guarantees.....................................................................................44
         8.14     Sale and Lease-Back Transactions...............................................................45
         8.15     Use of Proceeds of Borrowings..................................................................45
         8.16     Asset Disposition..............................................................................45
         8.17     Restricted Payments............................................................................46
         8.18     Investment in Other Persons....................................................................47
         8.19     Subsidiary Debt................................................................................48
         8.20     Compliance with Primary Credit Agreement.......................................................48
         8.21     Borrower Liquidity Reserve.....................................................................48
         8.22     Replacement of Legacy L/C with Letter of Credit................................................48
         8.23     Agreement to Restrict Transfers to NewGP.......................................................48
         8.24     Cash Collateralization of Legacy L/Cs..........................................................48

SECTION  9        DEFAULT........................................................................................49
         9.1      Payment of Obligation..........................................................................49
         9.2      Misrepresentation..............................................................................49
         9.3      Covenants......................................................................................49
         9.4      Default Under Other Debt.......................................................................49
         9.5      Debtor Relief..................................................................................50
         9.6      Judgments......................................................................................50
         9.7      Employee Benefit Plans.........................................................................50
         9.8      Validity and Enforceability of Loan Papers.....................................................51

SECTION 10        RIGHTS AND REMEDIES............................................................................51
         10.1     Remedies Upon Default..........................................................................51
         10.2     The Company Waivers............................................................................51
         10.3     Performance by Administrative Agent............................................................51
         10.4     Delegation of Duties and Rights................................................................52
</Table>



                                       ii             FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

<Table>
<S>               <C>                                                                                           <C>
         10.5     Not in Control.................................................................................52
         10.6     Course of Dealing..............................................................................52
         10.7     Cumulative Rights..............................................................................52
         10.8     Application of Proceeds........................................................................52
         10.9     Limitation of Rights...........................................................................52
         10.10    Expenditures by Lenders........................................................................52
         10.11    Indemnification................................................................................53

SECTION 11        AGREEMENT AMONG LENDERS........................................................................53
         11.1     Administrative Agent...........................................................................53
         11.2     Expenses.......................................................................................55
         11.3     Proportionate Absorption of Losses.............................................................55
         11.4     Delegation of Duties; Reliance.................................................................55
         11.5     Limitation of Liability........................................................................56
         11.6     Default; Collateral............................................................................57
         11.7     Limitation of Liability........................................................................57
         11.8     Relationship of Lenders........................................................................57
         11.9     Benefits of Agreement..........................................................................57
         11.10    Agents.........................................................................................57
         11.11    Obligation Several.............................................................................57

SECTION 12        MISCELLANEOUS..................................................................................57
         12.1     Headings.......................................................................................57
         12.2     Nonbusiness Days...............................................................................57
         12.3     Communications.................................................................................58
         12.4     Form and Number of Documents...................................................................58
         12.5     Exceptions to Covenants........................................................................58
         12.6     Survival.......................................................................................58
         12.7     Governing Law..................................................................................58
         12.8     Invalid Provisions.............................................................................58
         12.9     Entirety.......................................................................................58
         12.10    Jurisdiction; Venue; Service of Process; Jury Trial............................................59
         12.11    Amendments, Consents, Conflicts, and Waivers...................................................59
         12.12    Multiple Counterparts..........................................................................60
         12.13    Successors and Assigns; Assignments and Participations.........................................60
         12.14    Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances....................63
         12.15    Confidentiality................................................................................63
         12.16    No Bankruptcy Proceedings......................................................................64
         12.17    Guaranties.....................................................................................64
         12.18    Existing Defaults of No Effect.................................................................64
</Table>


                             EXHIBITS AND SCHEDULES

<Table>
<S>                   <C>       <C>
Exhibit A               -       Form of Term Note
Exhibit B               -       Form of Notice of Conversion
Exhibit C               -       Form of Assignment and Acceptance Agreement
Exhibit D-1             -       Form of Opinion of General Counsel of the Company and the
                                Guarantors
Exhibit D-2             -       Form of Opinion of New York Counsel to the Company and
                                the Guarantors
</Table>



                                      iii             FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

<Table>
<S>                   <C>       <C>
Exhibit E               -       Form of Designation Agreement
Exhibit F               -       Investments Described in Section 8.9 of the Agreement
Exhibit G               -       Existing Loans and Investments in WCG Subsidiaries
Schedule I              -       Permitted Liens
Schedule II             -       Material Controversies
Schedule III            -       Progeny Facilities
Schedule IV             -       Additional Public Filings
Schedule V              -       Permitted Dispositions
Schedule 2.1            -       Lenders and Commitments
Schedule 6.1            -       Conditions Precedent to Closing
</Table>



                                      iv              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT


<PAGE>


                    FIRST AMENDED AND RESTATED LOAN AGREEMENT

         THIS FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT is entered into as
of this 31 day of October, 2002, among THE WILLIAMS COMPANIES, INC., a Delaware
corporation (the "COMPANY"), LENDERS (hereinafter defined), COMMERZBANK AG NEW
YORK AND GRAND CAYMAN BRANCHES, as Syndication Agent (hereinafter defined), THE
BANK OF NOVA SCOTIA, as Documentation Agent (hereinafter defined), and CREDIT
LYONNAIS NEW YORK BRANCH, a duly licensed branch under the New York Banking Law
of a foreign banking corporation organized under the laws of the Republic of
France, as a Lender and as Administrative Agent (hereinafter defined) for itself
and the other Lenders, as hereinafter defined.

                                    RECITALS

         A. The Company, the Lenders, the Syndication Agent, the Documentation
Agent and the Administrative Agent are parties to that certain Term Loan
Agreement dated as of April 7, 2000, as amended by a First Amendment to Term
Loan Agreement dated as of August 21, 2000, a Waiver and Second Amendment to
term Loan Agreement dated as of January 31, 2001, a Third Amendment to Term Loan
Agreement dated as of February 7, 2002, a Fourth Amendment to Term Loan
Agreement Dated as of March 11, 2002, and a Fifth Amendment to term Loan
Agreement dated as of July 31, 2002 (such Term Loan Agreement, as so amended
herein referred to as the "Existing Loan Agreement"), pursuant to which the
Company has borrowed certain term loans from the Lenders in the aggregate
principal amount of $400,000,000 for the purpose of refinancing existing
indebtedness, financing acquisitions and capital expenditures and for general
corporate purposes.

         B. The Company has requested that the Existing Loan Agreement be
amended and restated as provided herein, and the Administrative Agent, the
Syndication Agent, the Documentation Agent, and the Lenders are willing to so
amend and restate the Existing Loan Agreement upon and subject to the terms and
conditions set forth in this Agreement.

         Accordingly, in consideration of the mutual covenants contained herein,
the Company, Administrative Agent, Syndication Agent, Documentation Agent and
Lenders agree that the Existing Loan Agreement is hereby amended and restated,
in its entirety, as follows:

SECTION 1  DEFINITIONS AND TERMS

         1.1 Definitions. As used herein:

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

         "ADJUSTED EURODOLLAR RATE" means, for any Eurodollar Rate Borrowing for
any Interest Period therefor, the rate per annum (rounded upwards, if necessary,
to the nearest 1/100 of 1%) determined by the Administrative Agent to be equal
to the quotient obtained by dividing (a) the Eurodollar Rate for such



                                                      FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

Eurodollar Rate Borrowing for such Interest Period by (b) one minus the Reserve
Requirement for such Eurodollar Rate Borrowing for such Interest Period.

         "ADMINISTRATIVE AGENT" means Credit Lyonnais New York Branch and its
permitted successors or assigns as "Administrative Agent" under this Agreement.

         "ADMINISTRATIVE QUESTIONNAIRE" means an Administrative Questionnaire
substantially in the form of EXHIBIT C hereto, which each Lender shall complete
and provide to Administrative Agent.

         "AFFILIATE" of any Person means any other individual or entity who
directly or indirectly controls, or is controlled by, or is under common control
with, such Person, and, for purposes of this definition only, "control,"
"controlled by," and "under common control with" mean possession, directly or
indirectly, of power to direct or cause the direction of management or policies
(whether through ownership of voting securities, by contract, or otherwise).

         "AGENTS" means, collectively, the Administrative Agent, the Syndication
Agent and the Documentation Agent.

         "AGREEMENT" means this First Amended and Restated Term Loan Agreement
(as the same may hereafter be amended, modified, supplemented, or restated from
time to time).

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

         "APPLICABLE LENDING OFFICE" means, for each Lender and for each Type of
Borrowing, the "Lending Office" of such Lender (or an Affiliate of such Lender)
designated on SCHEDULE 2.1 attached hereto or such other office that such Lender
(or an Affiliate of such Lender) may from time to time specify to Administrative
Agent and the Company by written notice in accordance with the terms hereof.

         "APPLICABLE MARGIN" means the percentage set forth in the table below
for the Type of Borrowing which corresponds to the Company's conformity, on any
date of determination, with the ratings (or implied ratings) established by both
S&P and Moody's applicable to the Company's senior, unsecured,
non-credit-enhanced long term indebtedness for borrowed money ("INDEX DEBT"):

<Table>
<Caption>
       INDEX DEBT RATINGS              EURODOLLAR           BASE RATE
                                     RATE BORROWINGS        BORROWINGS

<S>                                  <C>                   <C>
           Category 1
      BB+ and Ba1 or higher              3.250%               2.000%

           Category 2
           BB and Ba2                    3.750%               2.500%

           Category 3
          BB- and Ba3                    4.250%               3.000%

           Category 4
           B+ and B1                     4.500%               3.250%

           Category 5
       B and B2; or lower                4.750%               3.500%
</Table>



                                       2              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         For purposes of determining the Applicable Margin, with respect to the
         debt ratings criteria: (i) if neither Moody's nor S&P shall have in
         effect a rating for Index Debt (other than by reason of the
         circumstances referred to in the last sentence of this definition),
         then both such rating agencies will be deemed to have established
         ratings for Index Debt in Category 5; (ii) if only one of Moody's or
         S&P shall have in effect a rating for Index Debt, the Company and the
         Lenders will negotiate in good faith to agree upon another rating
         agency to be substituted by an agreement for the rating agency which
         shall not have a rating in effect, and in the absence of such agreement
         the Applicable Margin will be determined by reference to the available
         rating; (iii) except as expressly provided in the above table, if the
         ratings established by Moody's and S&P shall differ by (x) one
         Category, the Applicable Margin shall be determined by reference to the
         numerically higher Category, and (y) two or more Categories the
         Applicable Margin shall be determined by reference to the numerical
         Category which is the numerically highest such Category (for example,
         if the rating from S&P is in Category 2 and the rating from Moody's is
         in Category 5, the Applicable Margin shall be determined by reference
         to Category 5); and (iv) if any rating established by Moody's or S&P
         shall be changed (other than as a result of a change in the rating
         system of either Moody's or S&P), such change shall be effective as of
         the date on which such change is first announced by the rating agency
         making such change. If the rating system of either Moody's or S&P shall
         change prior to the payment in full of the Obligation, the Company and
         the Lenders shall negotiate in good faith to amend the references to
         specific ratings in this definition to reflect such changed rating
         system. If both Moody's and S&P shall cease to be in the business of
         rating corporate debt obligations, the Company and the Lenders shall
         negotiate in good faith to agree upon a substitute rating agency and to
         amend the references to specific ratings in this definition to reflect
         the ratings used by such substitute rating agency, and the Applicable
         Margin shall continue to be based upon the ratings Category in effect
         immediately prior to such event until such agreement on a substitute
         rating agency is reached.

         "ARRANGER" means Credit Lyonnais New York Branch and its successors and
assigns.

         "ARCTIC FOX" has the meaning specified in the definition of "Arctic Fox
Capital Contribution."

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

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

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

         "BANKRUPTCY CODE" means Title 11 of the United States Code entitled
"BANKRUPTCY" as now or hereinafter in effect, or any successor thereto.

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

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



                                       3              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

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

         "BASE RATE" means, for any day, the rate per annum equal to the higher
of (a) the Federal Funds Rate for such day plus one-half of one percent (.5%) or
(b) the Prime Rate for such day. Any change in the Base Rate due to a change in
the Prime Rate or the Federal Funds Rate shall be effective on the effective
date of such change in the Prime Rate or Federal Funds Rate.

         "BASE RATE BORROWING" means a Borrowing bearing interest at the sum of
the Base Rate plus the Applicable Margin for Base Rate Borrowings.

         "BORROWING" means any amount disbursed (a) by one or more Lenders to
the Company under the Loan Papers, whether such amount constitutes an original
disbursement of funds or the continuation of an amount outstanding or (b) by any
Lender in accordance with, and to satisfy the obligations under, any Loan Paper.

         "BUSINESS DAY" means (a) for all purposes, any day other than Saturday,
Sunday, and any other day on which commercial banking institutions are required
or authorized by Law to be closed in New York, New York, and (b) in addition to
the foregoing, in respect of any Eurodollar Rate Borrowing, a day on which
dealings in United States dollars are conducted in the London interbank market
and commercial banks are open for international business in London.

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

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

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

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

         "CASH COLLATERALIZE" has the meaning specified in SECTION 1.1 of the
L/C Agreement.

         "CASH EQUIVALENTS" means any of the following, to the extent owned by
the Company or any of its Subsidiaries free and clear of all Liens other than
Permitted Liens and having a maturity of not greater than 270 days from the date
of acquisition thereof: (a) readily marketable direct obligations of the
Government of the United States or any agency or instrumentality thereof or
obligations unconditionally guaranteed by the full faith and credit of the
Government of the United States, (b) insured certificates of deposit of or time
deposits with any commercial bank that is a Lender or a "Bank" under each of the
Primary Credit Agreement or the L/C Agreement or a member of the Federal Reserve
System, issues (or the parent of which issues) commercial



                                       4              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

paper rated as described in clause (c) below, is organized under the laws of the
United States or any State thereof and has combined capital and surplus of at
least $1 billion or (c) commercial paper in an aggregate amount of no more than
$500,000,000, per issuer outstanding at any time, issued by any corporation
organized under the laws of any State of the United States and rated at least
"Prime-1" (or the then equivalent grade) by Moody's Investors Service, Inc. or
"A-1" (or the then equivalent grade) by Standard & Poor's, a division of The
McGraw-Hill Companies, Inc.

         "CASH FLOW" means, for any period, the Consolidated cash flow from
operations of the Company and its Consolidated Subsidiaries for such period
determined in accordance with generally accepted accounting principles; provided
that in determining such Consolidated cash flow from operations, there shall be
excluded therefrom (to the extent otherwise included therein) (a) any positive
cash flow from operations of any Person (including Project Financing
Subsidiaries) subject to any restriction prohibiting the distribution of cash to
the Company or any of its Consolidated Subsidiaries, except and then only to the
extent of the amount thereof that the Company or any of its Consolidated
Subsidiaries actually receives or has the right to receive (within the limits of
such restrictions) during such period, (b) proceeds resulting from the sale,
transfer or other disposition of any property by the Company or its Consolidated
Subsidiaries (other than sales, transfers and other dispositions in the ordinary
course of business), (c) all other extraordinary items, (d) any item
constituting the cumulative effect of a change in accounting principles, prior
to applicable income taxes, (e) repayment of the WCG Synthetic Lease and (f) for
the third Fiscal Quarter of 2002 only, margin and capital or adequate assurances
relating to its refining and marketing and EMT.

         "CASH HOLDINGS" of any Person means the total investment of such Person
at the time of determination in:

                  (a) demand deposits or time deposits maturing within one year
         with any Agent or any Lender or any Bank (as defined in the Primary
         Credit Agreement) (or other commercial banking institution of the
         stature referred to in CLAUSE (d)(i) of this definition);

                  (b) any note or other evidence of indebtedness, maturing not
         more than one (1) year after such time, issued or guaranteed by the
         United States Government or by a government of another country which
         carries a long-term rating of Aaa by Moody's or AAA by S&P;

                  (c) commercial paper, maturing not more than nine (9) months
         from the date of issue, which is issued by

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

                           (ii) any Agent or any Lender or any Bank (as defined
                  in the Primary Credit Agreement) (or its holding company) with
                  a rating on its long-term unsecured debt of at least AA from
                  S&P or Aa from Moody's;

                  (d) any certificate of deposit or bankers acceptance, maturing
         not more than three (3) years after such time, which is issued by
         either

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



                                       5              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

                           (ii) any Agent or any Lender or any Bank (as defined
                  in the Primary Credit Agreement)with a rating on its long-term
                  unsecured debt of at least AA from S&P or Aa from Moody's;

                  (e) notes or other evidences of indebtedness, maturing not
         more than three (3) years after such time, issued by

                           (i) a corporation (other than an Affiliate of the
                  Company) rated AA by S&P or Aa by Moody's, or

                           (ii) any Agent or any Lender or any Bank (as defined
                  in the Primary Credit Agreement) (or its holding company)with
                  a rating on its long-term unsecured debt of at least AA from
                  S&P or Aa from Moody's;

                  (f) any repurchase agreement entered into with any Agent or
         any Lender or any Bank (as defined in the Primary Credit Agreement) (or
         other commercial banking institution of the stature referred to in
         CLAUSE (d)(i) of this definition) which

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

                           (ii) has a market value at the time such repurchase
                  agreement is entered into of not less than 100% of the
                  repurchase obligation of Administrative Agent or such Lender
                  or Bank (as defined in the Primary Credit Agreement) (or other
                  commercial banking institution) thereunder; and

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

         "CASTLE" means Castle Associates, L.P., a Delaware partnership.

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

         "CASTLE TRANSACTION" means the purchase by the Company of the limited
partnership interest in Castle held by Colchester LLC, a Delaware Limited
liability company.

         "CLOSING DATE" means the date upon which this Agreement has been
executed by the Company, Determining Lenders, and Administrative Agent and all
conditions precedent specified in SECTION 6.1 have been satisfied or waived.

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

         "COLLATERAL" shall have the meaning specified in SECTION 1.1 of the L/C
Agreement.



                                       6              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         "COLLATERAL TRUST AGREEMENT" means that certain Collateral Trust
Agreement dated as of July 31, 2002 by and among the Company, several of its
Subsidiaries and the Collateral Trustee, which Collateral Trust Agreement
provides for certain Collateral to be held by such Collateral Trustee for the
benefit of the Banks and agents under the Primary Credit Agreement, the Banks,
Issuing Banks and agents under the L/C Agreement and the holders of certain
public debt of the Company issued pursuant to that certain (i) Indenture between
MAPCO Inc., as Issuer, Bankers Trust Company, as Trustee dated March 31, 1990
and (ii) Indenture between Transco Energy Company, as Issuer and Bankers Trust
Company, as Trustee dated May 1, 1990.

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

         "COMMITMENT" means an amount (subject to reduction or cancellation as
herein provided) equal to $400,000,000.

         "COMMITMENT PERIOD" means the period of time from April 7, 2000 to and
including the earlier of (i) the date which is ninety (90) days after April 7,
2000, and (ii) the effective date of any other termination or cancellation of
the Lenders' commitments to make loans under, and in accordance with, this
Agreement.

         "COMPANY" is defined in the preamble to this Agreement and includes any
permitted successors of the Company.

         "CONSEQUENTIAL LOSS" means any actual loss or expense which any Lender
may reasonably incur in respect of a Eurodollar Rate Borrowing as a consequence
of (a) any failure or refusal of the Company (for any reasons whatsoever other
than a default by Administrative Agent or a Lender) to accept or utilize such
Borrowing after the Company shall have requested it under this Agreement, or (b)
any prepayment or payment of such Borrowing or conversion of such Borrowing to a
Borrowing of another Type, in each case, prior to the last day of the Interest
Period therefor.

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

        "CONSOLIDATED NET WORTH" of any Person means the Net Worth of such
Person and its Consolidated Subsidiaries on a Consolidated basis plus, in the
case of the Company, the Designated Minority Interests to the extent not
otherwise included; provided that, in no event shall the value ascribed to
Designated Minority Interests for the Consolidated Subsidiaries of the Company
described in clauses (i) through (v), (vii) and (viii) of the definition of
"Designated Minority Interests" below exceed $136,892,000 in the aggregate for
the purposes of this definition. As used in this definition, "Designated
Minority Interests" means, as of any date of determination, the total value,
determined in accordance with generally accepted accounting principles, of the
minority interests of Persons other than the Company and Consolidated
Subsidiaries of the Company in the following Subsidiaries of the Company: (i) El
Furrial, (ii) PIGAP II, (iii) Nebraska Energy, (iv) Seminole, (v) American Soda,
(vi) the Midstream Asset MLP, (vii) Apco Argentina, Inc. and (viii) other
Subsidiaries with a value not to exceed in the aggregate $9,000,000 for such
other Subsidiaries not referred to in items (i) through (viii); provided that
minority interests which provide for a stated preferred cumulative return shall
not be included in "Designated Minority Interests".

         "CONSOLIDATED SUBSIDIARIES" of any Person means all other Persons the
financial statements of which are consolidated with those of such Person in
accordance with generally accepted accounting principles. For



                                       7              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT


<PAGE>

the avoidance of doubt, as of the date of this Agreement, the MLP and its
Subsidiaries shall be "Consolidated Subsidiaries" of the Company.

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

         "CONSOLIDATING" refers to, with respect to the balance sheets and
statements of income and cash flow required by SECTIONS 7.5, 8.2(b) and 8.2(c),
the consolidation of the accounts of the Company and its Subsidiaries in
accordance with the following format: (i) the WCG Subsidiaries, (ii) the Company
and its Subsidiaries (which term does not include the WCG Subsidiaries), (iii)
consolidation adjustments, and (iv) Consolidated financial statements of the
Company and each of its Subsidiaries, including the WCG Subsidiaries.

         "CREDIT DOCUMENTS" means the Primary Credit Agreement, the L/C
Agreement, the L/C Collateral Documents, the Letter of Credit Documents, each
Letter of Credit, all documents, instruments, agreements, certificates and
notices at any time executed and/or delivered to the Collateral Trustee, the
"Surety Administrative Agent", "Agent," any "Issuing Bank," or any "Bank" (as
such terms are defined in each of the Primary Credit Agreement and the L/C
Agreement) in connection therewith.

         "DEBT" means, in the case of any Person, the principal or equivalent
amount (without duplication) of (i) indebtedness of such Person for borrowed
money, (ii) obligations of such Person evidenced by bonds, debentures, notes or
similar instruments, (iii) obligations of such Person to pay the deferred
purchase price of property or services (other than trade payables not overdue by
more than 60 days incurred in the ordinary course of business), (iv) obligations
of such Person as lessee under leases that are, in accordance with generally
accepted accounting principles, recorded as capital leases, (v) payments
necessary to exercise a purchase option with respect to the property used by
such Person and encumbered by a Synthetic Lease with such Person as lessee,
excluding any portion of such amount representing accrued interest, transfer
taxes or other ancillary items, (vi) obligations of such Person under any
Financing Transaction, (vii) indebtedness (other than that described in CLAUSES
(i) through (iv), (viii), (ix) and (x) of this definition) incurred after July
31, 2002 of the Subsidiaries of such Person, and indebtedness (other than that
described in CLAUSES (i) through (iv), (viii), (ix) and (x) of this definition)
incurred after July 31, 2002 of any other entity that has been created or
utilized, directly or indirectly, for financing purposes of such Person or any
of its Subsidiaries, (viii) obligations of such Person under guaranties in
respect of, and obligations (contingent or otherwise) to purchase or otherwise
acquire, or otherwise to assure a creditor against loss in respect of
indebtedness or obligations of others of the kinds referred to in CLAUSES (i)
through (vii) of this definition, (ix) indebtedness or obligations of others of
the kinds referred to in CLAUSES (i) through (viii) of this definition secured
by any Lien on or in respect of any property of such Person and (x) any
Attributable Obligations of such Person; provided, however, that Debt shall not
include (v) any obligation of the Company or its Subsidiaries in respect of the
WCG Note Trust Bonds; (w) any obligations of the Company in respect of the
FELINE PACS; (x) Non-Recourse Debt; (y) Performance Guaranties, (z) monetary
obligations or guaranties of monetary obligations of Persons as lessee under
leases (other than, to the extent provided herein above, Synthetic Leases) that
are, in accordance with generally accepted accounting principles, recorded as
operating leases and (aa) guarantees by such Person of obligations of others
which are not obligations described in CLAUSES (i) through (x) of this
definition, and provided further that where any such indebtedness or obligation
of such Person is made jointly, or jointly and severally, with any third party
or parties other than any Subsidiary of such Person, the amount thereof for the
purpose of this definition only shall be the pro rata portion thereof payable by
such Person, so long as such third party or parties have not defaulted on its or
their joint and several portions thereof and can reasonably be expected to
perform its or their obligations thereunder. For the avoidance of doubt, "DEBT"
shall not include the Letters of Credit.



                                       8              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         "DEEPWATER ASSETS" shall have the meaning given such term in Item 7 of
Schedule V hereto.

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

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

         "DEBTOR RELIEF LAWS" means the Bankruptcy Code of the United States of
America and all other applicable liquidation, conservatorship, bankruptcy,
moratorium, rearrangement, receivership, insolvency, reorganization, fraudulent
transfer or conveyance, suspension of payments or similar Laws from time to time
in effect affecting the Rights of creditors generally.

         "DEFAULT" is defined in SECTION 9.

         "DEFAULT RATE" means a per annum rate of interest equal from day to day
to the lesser of (a) the sum of the Base Rate plus the Applicable Margin for
Base Rate Borrowings plus 2% and (b) the Maximum Rate.

         "DESIGNATED LENDER" means a special purpose corporation that is
identified as such on the signature pages hereto next to the caption "Designated
Lender" as well as each special purpose corporation that (i) shall have become a
party to this Agreement pursuant to SECTION 12.13(f), and (ii) is not otherwise
a Lender.

         "DESIGNATED LENDER NOTE" means a promissory note of the Company,
substantially in the form of EXHIBIT A hereto, evidencing the obligation of the
Company, and "DESIGNATED LENDER NOTES" means any and all such promissory notes
issued hereunder.

         "DESIGNATING LENDER" shall mean each Lender that is identified as such
on the signature pages hereto next to the caption "Designating Lender" and
immediately below the signature of its Designated Lender as well as each Lender
that shall designate a Designated Lender pursuant to SECTION 12.13(f) hereof.

         "DESIGNATION AGREEMENT" means a designation agreement in substantially
the form of EXHIBIT E attached hereto, entered into by a Lender and a Designated
Lender and accepted by the Company and the Administrative Agent.



                                       9              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         "DESIGNATED MINORITY INTERESTS" has the meaning specified in the
definition of "Consolidated Net Worth" herein.

         "DETERMINING LENDERS" means for all purposes under the Loan Papers,
those Lenders who collectively hold at least 51% of the Principal Debt.

         "DISTRIBUTION" for any Person means, with respect to any shares of any
capital stock or other equity securities issued by such Person, (a) the
retirement, redemption, purchase, or other acquisition for value of any such
securities, (b) the declaration or payment of any dividend on or with respect to
any such securities, and (c) any other payment by such Person with respect to
such securities.

         "DOCUMENTATION AGENT" means The Bank of Nova Scotia and its permitted
successors or assigns as "DOCUMENTATION AGENT" under this Agreement.

         "DOLLARS" and the symbol $ shall mean lawful money of the United States
of America.

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

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

         "ELIGIBLE ASSIGNEE" means (a) a Lender; (b) an Affiliate of a Lender;
and (c) any other Person approved by Administrative Agent (which approval will
not be unreasonably withheld or delayed by Administrative Agent) and, unless a
Default has occurred and is continuing at the time any assignment is effected in
accordance with SECTION 12.13, the Company (such approval not to be unreasonably
withheld or delayed by the Company and such approval to be deemed given by the
Company if no objection is received by the assigning Lender and the
Administrative Agent from the Company within five Business Days after notice of
such proposed assignment has been provided by the assigning Lender to the
Company); provided, however, that neither the Company nor any Affiliate of the
Company shall qualify as an Eligible Assignee.

         "EMT" means Williams Energy Marketing & Trading Company.

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

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

         "ENVIRONMENTAL PROTECTION STATUTE" means any United States local, state
or federal, or any foreign, law, statute, regulation, order, consent decree or
other agreement or Governmental Requirement arising from or in connection with
or relating to the protection or regulation of the Environment, including,
without limitation, those laws, statutes, regulations, orders, decrees,
agreements and other Governmental Requirements relating to the disposal,
cleanup, production, storing, refining, handling, transferring, processing or
transporting of Hazardous Waste, Hazardous Substances or any pollutant or
contaminant, wherever located.

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



                                      10              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT


<PAGE>

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

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

         "EURODOLLAR RATE" means, for any Eurodollar Rate Borrowing for any
Interest Period therefor, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Dow Jones Markets Page 3750 (or any
successor page) as the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two Business Days prior to the first day
of such Interest Period for a term comparable to such Interest Period. If for
any reason such rate is not available, the term "Eurodollar Rate" shall mean,
for any Eurodollar Rate Borrowing for any Interest Period therefor, the rate per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on
Reuters Screen LIBO Page as the London interbank offered rate for deposits in
Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period for a term comparable to such Interest Period;
provided, however, if more than one rate is specified on Reuters Screen LIBO
Page, the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%).

         "EURODOLLAR RATE BORROWING" means a Borrowing bearing interest at the
sum of the Adjusted Eurodollar Rate plus the Applicable Margin for Eurodollar
Rate Borrowings.

         "EXHIBIT" means an exhibit to this Agreement unless otherwise
specified.

         "EXISTING LOAN AGREEMENT" has the meaning specified in the Recitals of
this Agreement.

         "FEDERAL FUNDS RATE" means, for any day, the rate per annum (rounded
upwards, if necessary, to the nearest 1/100 of 1%) determined (which
determination shall be conclusive and binding, absent manifest error) by
Administrative Agent to be equal to the weighted average of the rates on
overnight Federal funds transactions with member banks of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the
Federal Reserve Bank of New York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Rate for
such day shall be such rate on such transactions on the next preceding Business
Day as so published on the next succeeding Business Day, and (b) if no such rate
is so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate charged to the Administrative Agent (in its
individual capacity) on such day on such transactions as determined by the
Administrative Agent (which determination shall be conclusive and binding,
absent manifest error).

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

         "FINANCING TRANSACTION" means, with respect to any Person, any
individual or group of related Persons (i) prepaid forward sales of oil, gas,
minerals or other Assets by such Person, (ii) interest rate, currency, commodity
or other swaps, collars, caps, options or other derivatives or (iii) sales or
transfers of Assets, the primary effect of which or an important purpose of
which is to receive money or credit in advance coupled with an obligation to
repay or perform in the future to effect repayment thereof, including any
contract monetization or production payment. Notwithstanding the foregoing, the
following transactions, if entered into in the ordinary course of business by
the Company or any of its affiliates and otherwise permitted hereunder, shall be
deemed not to be Financing Transactions: (a) sales or exchanges of property
fully



                                      11              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

delivered within 90 days of receipt of the first payment by a counterparty
therefor, (b) interest rate, currency, commodity or other swaps, collars, caps,
options or other derivatives (including prepayment of forward sales of property
to a counterparty of the Company or any of its affiliates to hedge against risks
in the ordinary course of business, provided that the forward delivery
obligation with respect to the property sold must be fully performed within 120
days), and (c) "riskless" forward sales or exchanges of property whereby a third
party guarantees the performance obligations of the Company or any of its
affiliates to deliver such property without subrogation or other recourse
against the Company or any of its affiliates by any party to the transaction.
The term "contract monetization" as used in this definition means the
acceleration of cash flows a contract party expects to receive from such
contract pursuant to which the contract party retains a significant ongoing
obligation to perform, but shall in any event exclude transactions commonly
referred to as securitizations. The term "production payment" as used in this
definition means a limited-term non-cost bearing right to receive produced
hydrocarbons or the proceeds therefrom satisfiable in cash or in kind up to an
aggregate defined amount of cash and/or hydrocarbons.

         "FISCAL QUARTER" means any quarter of a Fiscal Year.

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

         "FITCH" means Fitch, Inc.

         "GAAP" means generally accepted accounting principles of the Accounting
Principles Board of the American Institute of Certified Public Accountants and
the Financial Accounting Standards Board which are applicable from time to time.

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

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

         "GUARANTORS" means, collectively, Williams Gas Pipeline Company,
L.L.C., a Delaware limited liability company, and Williams Production Holdings
L.L.C., a Delaware limited liability company.

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

         "HAZARDOUS WASTE" shall have the meaning set forth in 42 U.S.C. Section
6903(5) and shall also include each other substance considered to be a hazardous
waste under any Environmental Protection Statute (including, without limitation,
40 C.F.R. Section 261.3).

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



                                      12              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         "HOLDINGS GUARANTY" means that certain Subordinated Guaranty dated as
of July 31, 2002 executed by RMT LLC in favor of the "Financial Institutions"
described therein, as amended, supplemented or modified from time to time.

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

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

         "INTEREST EXPENSE" means, for any period, the gross interest expense
(determined in accordance with generally accepted accounting principles) of the
Company and its Consolidated Subsidiaries accrued for such period, including
that attributable to the capitalized amount of obligations owing under Capital
Leases, all debt discount amortized in such period and all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing, net of interest income (determined in accordance
with generally accepted accounting principles) of the Company and its
Consolidated Subsidiaries, but excluding such interest expense, debt discount,
commissions, discounts and other fees and charges and interest income to the
extent attributable to the Non-Recourse Debt of Project Financing Subsidiaries;
provided that, interest expense incurred in connection with the WCG Note Trust
Bonds shall be excluded from this definition.

         "INTEREST PERIOD" is determined in accordance with SECTION 3.9.

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

         "L/C AGREEMENT" means that certain Amended and Restated Credit
Agreement dated as of October 31, 2002 among the Company, as "Borrower", the
"Agent," "Collateral Agent," "Syndication Agent," "Issuing Banks," the
"Arranger," and those certain financial institutions party thereto as "Banks"
(as the same may from time to time be further amended, supplemented, restated or
otherwise modified).

         "L/C COLLATERAL DOCUMENTS" means the "Security Documents" as defined in
the L/C Agreement.

         "L/C FACILITY" means the letter of credit facility under the L/C
Agreement.

         "LEGACY L/CS" means those outstanding letters of credit as of July 31,
2002 as set forth on SCHEDULE XII of the Primary Credit Agreement, to the extent
such Letters of Credit have not been fully Cash Collateralized.

         "LAWS" means all applicable statutes, laws, treaties, ordinances,
tariff requirements, rules, regulations, orders, writs, injunctions, decrees,
judgments, opinions, or interpretations of any Governmental Authority.

         "LENDERS" means, on any date of determination, (a) the financial
institutions named on SCHEDULE 2.1 (as the same may be amended from time to time
by Administrative Agent to reflect the assignments made in accordance with
SECTION 12.13(c) of this Agreement), and subject to the terms and conditions of
this Agreement, their respective successors and assigns, but not any Participant
who is not otherwise a party to this



                                      13              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

Agreement, and (b) the Designated Lenders, if any; provided, however, that the
term "Lender" shall exclude each Designated Lender when used in reference to a
Borrowing (except to the extent a Designated Lender is the obligee of a
Borrowing actually funded by it pursuant to SECTION 2.1(b) hereof), or terms
relating to the Borrowings (except as noted above).

         "LETTERS OF CREDIT" has the meaning specified in SECTION 1.1 of the L/C
Agreement.

         "LETTER OF CREDIT COMMITMENT" has the meaning specified in SECTION 1.1
of the L/C Agreement.

         "LETTER OF CREDIT DOCUMENTS" means, with respect to any Letter of
Credit, collectively, any application therefor and any other agreements,
instruments, guarantees or other documents (whether general in application or
applicable only to such Letter of Credit) governing or providing for (a) the
rights and obligations of the parties concerned or at risk with respect to such
Letter of Credit or (b) any collateral security for any of such obligations,
each as the same may be modified and supplemented and in effect from time to
time.

         "LIENS" means a mortgage, pledge, lien, security interest or other
charge or encumbrance, or any other analogous type of preferential arrangement
to secure or provide for the payment of any Debt, trade payable, obligation or
other liability of any Person, whether arising by contract, operation of law or
otherwise (including, without limitation, the interest of a vendor or lessor
under any conditional sale agreement, capital lease or other title retention
agreement).

         "LIQUIDITY BANK" means for any Designated Lender, at any date of
determination, the collective reference to the financial institutions which at
such date are providing liquidity or credit support facilities to or for the
account of such Designated Lender to fund such Designated Lender's obligations
hereunder or to support the securities, if any, issued by such Designated Lender
to fund such obligations.

         "LITIGATION" means any action by or before any Governmental Authority.

         "LLC GUARANTY" means that certain Guaranty dated as of July 31, 2002
executed by Williams Gas Pipeline Company, L.L.C. in favor of the "Financial
Institutions" described therein, as the same may be amended, modified or
supplemented from time to time.

         "LOAN PAPERS" means (a) this Agreement, certificates delivered pursuant
to this Agreement, and Exhibits and Schedules hereto, (b) the Holdings Guaranty,
the LLC Guaranty, and all other agreements, documents, or instruments in favor
of Agents or Lenders (or Administrative Agent on behalf of Lenders) delivered
pursuant to this Agreement or otherwise delivered in connection with all or any
part of the Obligation, and (c) all renewals, extensions, or restatements of, or
amendments or supplements to, any of the foregoing.

         "MAJOR SUBSIDIARY" means any Subsidiary of the Company with Assets
having a book value of $1,000,000,000 or more.

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

         "MAPL ASSET DISPOSITION" means the sale, transfer or other distribution
of the Equity Interests in or Assets of MAPL and Mapletree, LLC.

         "MATERIAL SUBSIDIARY" means (i) each Major Subsidiary and each other
Subsidiary of the Company (other than a Project Financing Subsidiary) that
itself (on an unconsolidated, stand alone basis) owns in excess



                                      14              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

of 5% of the book value of the Consolidated Assets of the Company and its
Consolidated Subsidiaries, (ii) each of TGPL, TGT and NWP and (iii) each
Subsidiary of the Company that owns any direct or indirect interest in TGPL, TGT
and NWP.

         "MATURITY DATE" means April 7, 2003.

         "MAXIMUM AMOUNT" and "MAXIMUM RATE" respectively mean, for each Lender,
the maximum non-usurious amount and the maximum non-usurious rate of interest
which, under applicable Law, such Lender is permitted to contract for, charge,
take, reserve, or receive on the Obligation.

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

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

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

         "MIDSTREAM GUARANTY" means that certain guaranty executed by those
certain guarantors in substantially the form of EXHIBIT H to the L/C Agreement,
as amended, supplemented or modified from time to time.

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

         "MOODY'S" means Moody's Investors Service, Inc. or any successor
thereto.

         "MULTIEMPLOYER PLAN" means a "multiemployer plan" as defined in Section
4001(a)(3) of ERISA to which the Company or any ERISA Affiliate of the Company
is making or accruing an obligation to make contributions, or has within any of
the preceding five (5) years made or accrued an obligation to make
contributions.

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



                                      15              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT


<PAGE>

         "NATURAL GAS ACT" shall mean the Natural Gas Act, 15 U.S.C Sections
717(a)-717(w).

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

         "NET CASH PROCEEDS" means, with respect to any sale, transfer or other
disposition of any asset or the sale or issuance of any equity interests
(including, without limitation, any capital contribution) by any Person, the
gross cash proceeds received (including any cash received by way of deferred
payment pursuant to a promissory note, receivable or otherwise, but only as and
when such cash is received) by or on behalf of such Person in connection with
such transaction net of only (a) reasonable transaction costs, including
customary and reasonable brokerage commissions, underwriting fees and discounts,
legal fees, fees paid to accountants and financial advisors, finder's fees and
other similar fees and commissions, (b) the amount of taxes payable in
connection with or as a result of such transaction, (c) the amount of any Debt
by the terms of the agreement or instrument governing such Debt (including,
without limitation, the Barrett Loan Agreement and the WECI Note), that is
required to be repaid or cash collateralized in the case of letters of credit,
upon such disposition, including any premium, make-whole or breakage amount
related thereto, (d) payments of unassumed liabilities relating to the assets
sold at the time of, or within 60 days after, the date of such sale; provided
that such gross proceeds shall not include any portion of such gross cash
proceeds which the Company determines in good faith should be reserved for
post-closing adjustments (including indemnification payments, tax expenses and
purchase price adjustments, to the extent the Person delivers to the
Administrative Agent a certificate signed by an officer of such Person as to
such determination), it being understood and agreed that on the day that all
such post-closing adjustments have been determined (which shall not be later
than 120 days following the date of the respective disposition; and provided,
further that such 120-day period shall be extended to the extent any amount of
such proceeds is subject to a good faith dispute or claim), the amount (if any)
by which the reserved amount in respect of such sale or disposition exceeds the
actual post-closing adjustments payable by such Person shall constitute Net Cash
Proceeds on such date received by such Person from such sale, lease, transfer or
other disposition.

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

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

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

         "NON-RECOURSE DEBT" means (i) any Debt incurred by any Project
Financing Subsidiary to finance the acquisition (other than the acquisition from
the Company or any Subsidiary of the Company that is not a Project Financing
Subsidiary), improvement, installation, design, engineering, construction,
development, completion, maintenance or operation of, or otherwise to pay costs
and expenses relating to or providing financing for, a project listed on
SCHEDULE IV to the Primary Credit Agreement or any new project commenced or
acquired after July 31, 2002, which Debt does not provide for recourse against
the Company or any Subsidiary of the Company (other than a Project Financing
Subsidiary and such recourse as exists under a



                                      16              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

Performance Guaranty) or any property or asset of the Company or any Subsidiary
of the Company (other than Equity Interests in, or the property or assets of a
Project Financing Subsidiary) and (ii) any refinancing of such Debt that does
not increase the outstanding principal amount thereof at the time of the
refinancing or increase the property subject to any Lien securing such Debt or
otherwise add additional security or support for such Debt.

         "NOTES" means, at the time of any determination thereof, all
outstanding and unpaid Term Notes.

         "NOTICE OF BORROWING" is defined in SECTION 2.3(a).

         "NOTICE OF CONVERSION" is defined in SECTION 3.10.

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

         "OBLIGATION" means all present and future indebtedness, liabilities,
and obligations, and all renewals and extensions thereof, or any part thereof,
now or hereafter owed to Administrative Agent, any other Agent, or any Lender
arising from, by virtue of, or pursuant to any Loan Paper, together with all
interest accruing thereon, fees, costs, and reasonable expenses (including,
without limitation, all reasonable attorneys' fees and expenses incurred in the
enforcement or collection thereof) payable under the Loan Papers.

         "OTHER TAXES" shall have the meaning assigned to it in SECTION 4.6(b)
hereof.

         "PARTICIPANT" is defined in SECTION 12.13(e).

         "PBGC" means the Pension Benefit Guaranty Corporation, or any successor
thereof, established pursuant to ERISA.

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

         "PERMITTED DISPOSITIONS" means (a) the disposition of the assets or
Persons set forth on SCHEDULE V or the assets currently owned by such Persons
and (b) the TWC Asset Dispositions.

         "PERMITTED LIENS" means Liens specifically described on SCHEDULE I.

         "PERMITTED REFINANCING DEBT" has the meaning assigned thereto on
SCHEDULE I.

         "PERSON" means an individual, sole proprietorship, partnership, joint
venture, association, trust, estate, business trust, corporation, not-for-profit
corporation, sovereign government or agency, instrumentality, or political
subdivision thereof, or any similar Business Entity or organization.

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



                                      17              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         "PLAN" means an employee pension benefit plan (other than a
Multiemployer Plan) as defined in Section 3(2) of ERISA currently maintained by,
or, in the event such plan has terminated, to which contributions have been made
or an obligation to make contributions has accrued, during any of the five (5)
plan years preceding the date of termination of such plan by the Company or any
ERISA Affiliate for employees of the Company or any such ERISA Affiliate and
covered by Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code.

         "POWERTEL" means PowerTel Limited, an Australian corporation.

         "POTENTIAL DEFAULT" means the occurrence of any event or existence of
any circumstance which, with the giving of notice or lapse of time or both,
would become a Default.

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

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

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

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

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

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

         "PRIMARY CREDIT AGREEMENT" means the First Amended and Restated Credit
Agreement dated as of October 31, 2002, by and among the Company and the other
borrowers named therein, as borrowers, the banks named therein, as lenders, the
banks named therein, as co-syndication agents and documentation agent, Citicorp
USA, Inc., as agent, and Salomon Smith Barney Inc. as arranger, as the same may
be from time to time modified or amended.

         "PRIME RATE" means the per annum rate of interest established from time
to time by Credit Lyonnais New York Branch, as its general reference rate of
interest for short-term commercial loans in Dollars to



                                      18              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

domestic borrowers, which rate may not be the lowest rate of interest charged by
Credit Lyonnais New York Branch on similar loans.

         "PRINCIPAL DEBT" means, on any date of determination, the aggregate
unpaid principal balance of all Borrowings under the Term Facility.

         "PRINCIPAL SUBSIDIARIES" means a collective reference to NWP, TGPL,
TGT, and WPC (each a "PRINCIPAL SUBSIDIARY").

         "PROGENY FACILITIES" means the financing facilities specifically
described on SCHEDULE III hereto.

         "PROJECT FINANCING SUBSIDIARIES" means any non-material Subsidiary of
the Company whose principal purpose is to incur Non-Recourse Debt and/or
construct, lease, own or operate the assets financed thereby, or to become a
direct or indirect partner, member or other equity participant or owner in a
Business Entity so created, and substantially all the assets of which Subsidiary
or Business Entity are limited to (x) those assets being financed (or to be
financed), or the operation of which is being financed (or to be financed), in
whole or in part by Non-Recourse Debt, or (y) Equity Interests in, or Debt or
other obligations of, one or more other such Subsidiaries or Business Entities,
or (z) Debt or other obligations of the Company or any of its Subsidiaries or
other Persons. For purposes of this definition, a "NON-MATERIAL SUBSIDIARY"
shall mean any Consolidated Subsidiary of the Company which, as of the date of
the most recent Consolidated balance sheet of the Company delivered pursuant to
SECTION 8.2(b) or 8.2(c), has total assets which account for less than five
percent (5%) of the total Consolidated assets of the Company and its
Consolidated Subsidiaries, as shown on such Consolidated balance sheet;
provided, that the aggregate assets of the non-material Subsidiaries shall not
comprise more than ten percent (10%) of the total Consolidated assets of the
Company and its Consolidated Subsidiaries, as shown on such Consolidated balance
sheet.

         "PROPERTY" has the meaning specified in the definition of "Assets".

         "PRO RATA or PRO RATA PART" means on any date of determination for any
Lender, the proportion that the sum of the Principal Debt owed to such Lender
bears to the sum of the Principal Debt.

         "PUBLIC FILINGS" means the Company's (i) annual report on Form 10-K/A
for the year ended December 31, 2001, (ii) quarterly report on Form 10-Q for the
quarter ended March 31, 2002, (iii) quarterly report on Form 10-Q for the
quarter ended June 30, 2002, and (iv) each other quarterly and annual and other
reports filed with the Securities Exchange Commission from time to time.

         "PURCHASE CARD AGREEMENT" means that certain Purchase Card Agreement
among the Company and Citicorp USA, Inc. dated January 29, 2002.

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

          "REFINERIES" means the equity interest in and assets owned by the
Midstream Business of the Company which produces Refined Hydrocarbons and is
owned collectively by the following Subsidiaries: Williams Express, Inc., a
Delaware corporation, Williams Alaska Pipeline Company, LLC, a Delaware limited
liability company, Williams Alaska Petroleum, Inc., an Alaska corporation,
Williams Alaska Air Cargo Properties, LLC, an Alaska limited liability company,
Williams Lynxs Alaska CargoPort, LLC, an Alaska limited liability company,
Williams Express, Inc., an Alaska corporation, Williams Petroleum Pipeline



                                      19              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

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

         "REGISTER" is defined in SECTION 12.13(c).

         "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System, as amended.

         "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System, as amended.

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

         "REPRESENTATIVES" means representatives, officers, directors,
employees, attorneys, and agents.

         "RESERVE REQUIREMENT" means, at any time, the maximum rate at which
reserves (including, without limitation, any marginal, special, supplemental, or
emergency reserves) are required to be maintained under regulations issued from
time to time by the Board of Governors of the Federal Reserve System (or any
successor) by member banks of the Federal Reserve System against, in the case of
Eurodollar Rate Borrowings, "Eurocurrency liabilities" (as such term is used in
Regulation D). Without limiting the effect of the foregoing, the Reserve
Requirement shall reflect any other reserves required to be maintained by such
member banks with respect to (a) any category of liabilities which includes
deposits by reference to which the Adjusted Eurodollar Rate is to be determined,
or (b) any category of extensions of credit or other assets which include
Eurodollar Rate Borrowings. The Adjusted Eurodollar Rate shall be adjusted
automatically on and as of the effective date of any change in the Reserve
Requirement.

         "RESPONSIBLE OFFICER" means the chairman, president, chief executive
officer, chief financial officer, senior vice president, or treasurer of the
Company, or any other officer designated from time to time by the Board of
Directors of the Company, which designated officer is acceptable to
Administrative Agent.

         "RIGHTS" means rights, remedies, powers, privileges, and benefits.

         "RMT" means Williams Production RMT Company.



                                      20              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

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

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

         "RMT LLC" means Williams Production Holdings LLC.

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

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

         "SCHEDULE" means, unless specified otherwise, a schedule attached to
this Agreement, as the same may be supplemented and modified from time to time
in accordance with the terms of the Loan Papers.

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

         "SEMINOLE ASSET DISPOSITION" means the sale, transfer or other
distribution of all or substantially all of the Equity Interests in or assets of
Seminole and E-Oaktree, LLC.

        "SODA ASH" means Williams Soda Products Company and American Soda,
L.L.P.

         "SPECIFIED ESCROW ARRANGEMENTS" means (a) encumbrances arising under
the Pledge and Assignment Agreement for that certain Purchase Card Agreement, as
amended, supplemented, amended and restated or otherwise modified from time to
time, whereby the Company has requested the continued issuance of credit under
the Purchase Card Agreement; and (b) cash deposits at one or more financial
institutions for the purpose of funding any potential shortfall in the daily net
cash position of the Company or any of its Subsidiaries.

         "SUBORDINATED DEBT" means any Debt of the Company which is effectively
subordinated to the obligations of the Company hereunder.

         "SUBJECT SUBSIDIARIES" means all Subsidiaries of the Company other than
NewGP and its Subsidiaries.

         "SUBSIDIARY" of any Person means (i) any corporation, partnership,
joint venture or other entity of which more than 50% of the outstanding Equity
Interests having ordinary voting power to elect a majority of the board of
directors of such corporation, partnership, joint venture or other entity or
others performing similar functions (irrespective of whether or not at the time
Equity Interests of any other class or classes of such corporation, partnership,
joint venture or other entity shall or might have voting power upon the
occurrence of any contingency) is at the time directly or indirectly owned by
such Person and (ii) any Person that is under the direct or indirect control of
such Person, by voting rights, contract or otherwise, and in accordance with
generally accepted accounting principles, is Consolidated with such Person in
its Consolidated financial statements; provided that, for greater certainty, (x)
MLP and its Subsidiaries (A) shall be considered



                                      21              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

Subsidiaries of NewGP, but (B) shall not otherwise be considered Subsidiaries of
the Company or its Subsidiaries, and (y) NewGP shall be considered a Subsidiary
of the Company.

         "SYNDICATION AGENT" means Commerzbank AG New York and Grand Cayman
Branches and its respective permitted successors or assigns as "SYNDICATION
AGENT" under this Agreement.

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

         "TANGIBLE NET WORTH" of any Person means, as of any date of
determination, the excess of total assets of such Person over total liabilities
of such Person, total assets and total liabilities each to be determined in
accordance with GAAP, excluding, however, from the determination of total assets
(a) patents, patent applications, trademarks, copyrights and trade names, (b)
goodwill, organizational, experimental, research and development expense and
other like intangibles, (c) treasury stock, (d) monies set apart and held in a
sinking or other analogous fund established for the purchase, redemption or
other retirement of capital stock or Subordinated Debt, and (e) unamortized debt
discount and expense.

         "TAXES" means, for any Person, taxes, assessments, or other
governmental charges or levies of a similar nature imposed upon such Person, its
income, or any of its properties, franchises, or assets.

         "TERM FACILITY" means the credit facility described in and subject to
the limitations of this Agreement.

         "TERM NOTE" means a promissory note in substantially the form of
EXHIBIT A, and all renewals and extensions of all or any part thereof.

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

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

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



                                      22              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         "TRADING BOOK" means, for any Person, all mark to market daily and
forward traded transactions of such Person inclusive of structured portfolio
transactions consisting primarily of tolling and full requirements transactions.

         "TRAVELCENTERS" means Williams TravelCenters, Inc.

         "TWC ASSET DISPOSITIONS" means the sale by the Company or by any of its
Subsidiaries of (a) WPC, (b) MAPL Asset Disposition, (c) Seminole Asset
Disposition, (d) the Refineries, (e) Soda Ash, (f) TravelCenters, and (g)
Bio-Energy.

         "TWC ASSET DISPOSITION DOCUMENTS" means all material agreements
relating to the TWC Asset Dispositions.

         "TWC PREFERRED STOCK" means the shares of preferred stock of the
Company which may be perpetual preferred stock or mandatorily convertible into
shares of common stock of the Company.

         "TYPE" means any type of Borrowing determined with respect to the
interest option applicable thereto.

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

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

         "WCG NOTE" means that certain promissory note dated March 28, 2001
issued by WCG to WCG Note Trust, a Delaware business trust, in a principal
amount of $1,500,000,000 with a maturity date of March 31, 2008.

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

         "WCG REFINANCING TRANSACTION" means any transaction or series of
related transactions pursuant to which the Company or any Subsidiary of the
Company becomes directly and primarily liable to the holders of the WCG Senior
Notes for an aggregate amount not exceeding the outstanding principal of the WCG
Senior Notes, together with all accrued and unpaid interest thereon, any fees,
and any premiums or make-whole payments payable as a result of a prepayment or
early redemption of the WCG Senior Notes, including, without limitation, by
means of (i) any amendment to the transaction documents pursuant to which the
WCG Senior Notes were issued, (ii) an exchange offer or tender offer for the WCG
Senior Notes or the WCG Note in consideration for which the Company or any
Subsidiary of the Company issues debt securities of the Company or any
Subsidiary of the Company, (iii) any redemption or repurchase, in whole or in
part, of the WCG Senior Notes by the Company or any Subsidiary of the Company,
(iv) any exercise of the "Share Trust Release Option" as defined in the
transaction documents pursuant to which the WCG Senior Notes were issued, or (v)
the Company or any Subsidiary of the Company making any payments in respect of
the WCG Senior Notes or the WCG Note.

         "WCG SENIOR NOTES" means those certain 8.25% Senior Secured Notes due
2004 in an aggregate principal amount of $1,400,000,000 issued by the WCG Senior
Notes Issuer.



                                      23              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         "WCG SENIOR NOTES ISSUER" means, collectively, WCG Note Trust, a
Delaware business trust, and WCG Note Corp., Inc., a Delaware corporation.

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

         "WCG SYNTHETIC LEASE" means that certain Amended and Restated Lease
between State Street Bank and Trust Company of Connecticut, National
Association, as Lessor and Williams Communications, Inc., as Lessee, dated as of
September 2, 1998, as amended, which has been terminated and was fully repaid on
March 29, 2002.

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

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

         "WHOLLY-OWNED SUBSIDIARY" of any Person means any Subsidiary of such
Person all of the capital stock and other equity interests of which is owned by
such Person or any Wholly-Owned Subsidiary of such Person.

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

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

        1.2 Number and Gender of Words; Other References. Unless otherwise
specified, in the Loan Papers (a) where appropriate, the singular includes the
plural and vice versa, and words of any gender include each other gender, (b)
heading and caption references may not be construed in interpreting provisions,
(c) monetary references are to currency of the United States of America, (d)
section, paragraph, annex, schedule, exhibit, and similar references are to the
particular Loan Paper in which they are used, (e) references to "telecopy,"
"facsimile," "fax," or similar terms are to facsimile or telecopy transmissions,
(f) references to "including" mean including without limiting the generality of
any description preceding that word, (g) the rule of construction that
references to general items that follow references to specific items are limited
to the same type or character of those specific items is not applicable in the
Loan Papers, (h) references to any Person include that Person's heirs, personal
representatives, successors, trustees, receivers, and permitted assigns, (i)
references to any Law include every amendment or supplement to it, rule and
regulation adopted under it, and successor or replacement for it, and (j)
references to any Loan Paper or other document include every renewal and
extension of it, amendment and supplement to it, and replacement or substitution
for it.



                                      24              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

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

SECTION 2  BORROWING PROVISIONS.

         2.1 Commitments; Borrowings from Designated Lenders. (a) Subject to and
in reliance upon the terms, conditions, representations, and warranties in the
Loan Papers, each Lender (or its predecessors-in-interest) has severally and not
jointly made certain term loans to the Company pursuant to the Existing Loan
Agreement in an original aggregate principal amount equal to $400,000,000, of
which the amount equal to such Lender's "Outstanding Borrowings" as reflected on
Schedule 2.1 of this Agreement remain outstanding as of the date hereof and
shall be deemed to be Borrowings made hereunder. No amount borrowed and repaid
under this Agreement may be reborrowed by the Company hereunder.

                  (b) For any Lender which is a Designating Lender, any
Borrowing made from such Lender may be made from its Designated Lender in such
Designated Lender's sole discretion, and nothing herein shall constitute a
commitment to lend by such Designated Lender; provided that if any Designated
Lender elects not to, or fails to, make any such Borrowing available, its
Designating Lender hereby agrees that it shall make such Borrowing available
pursuant to the terms hereof. Any Borrowing actually funded by a Designated
Lender shall constitute a utilization of the Designating Lender's Pro Rata Part
of the Commitment for all purposes hereunder.

         2.2. Termination of Commitments. The Commitment Period has expired and
the aggregate outstanding Principal Debt is $400,000,000 thereby reducing the
Commitment to zero. Therefore, the parties hereto acknowledge and agree that
none of the Agents or the Lenders have any further obligation or commitment to
make any additional loans or advances to the Company under this Agreement.

         2.3. [Intentionally Omitted.]

SECTION 3  TERMS OF PAYMENT

         3.1 Loan Accounts, Notes, and Payments.

                  (a) Principal Debt shall be evidenced by the Term Notes issued
         under and pursuant to the Existing Loan Agreement.

                  (b) The Principal Debt owed to each Lender shall be further
         evidenced by one or more loan accounts or records maintained by such
         Lender in the ordinary course of business. The loan accounts or records
         maintained by the Administrative Agent (including, without limitation,
         the Register) and each Lender shall be conclusive evidence absent
         manifest error of the amount of the Borrowings made by the Company from
         each Lender under the Term Facility and the interest and principal
         payments thereon. Any failure to so record or any error in doing so
         shall not, however, limit or otherwise affect the obligation of the
         Company under the Loan Papers to pay any amount owing with respect to
         the Obligation.

                  (c) Each payment or prepayment on the Obligation is due and
         must be paid at Administrative Agent's principal office in New York,
         New York in funds which are or will be available for immediate use by
         Administrative Agent by 1:00 p.m., New York, New York time on the day
         due. Payments made after 1:00 p.m., New York, New York time, shall be
         deemed made on the Business Day next following. Administrative Agent
         shall pay to each Lender any payment or



                                      25              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         prepayment to which such Lender is entitled hereunder on the same day
         Administrative Agent shall have received the same from the Company;
         provided such payment or prepayment is received by Administrative Agent
         prior to 1:00 p.m. New York, New York time and otherwise before 1:00
         p.m. New York, New York time on the Business Day next following. If and
         to the extent Administrative Agent shall not make such payments to
         Lenders when due as set forth in the preceding sentence, such unpaid
         amounts shall accrue interest, payable by Administrative Agent, at the
         Federal Funds Rate from the due date until (but not including) the date
         on which Administrative Agent makes such payments to Lenders.

         3.2 Interest and Principal Payments.

                  (a) Interest on each Eurodollar Rate Borrowing shall be due
         and payable as it accrues on the last day of its respective Interest
         Period and on the Maturity Date, as applicable; provided that if any
         Interest Period is a period greater than three (3) months, then accrued
         interest shall also be due and payable on the date three (3) months
         after the commencement of such Interest Period. Interest on each Base
         Rate Borrowing shall be due and payable as it accrues on the last day
         of each calendar month, and on the Maturity Date.

                  (b) The Company shall pay on the Maturity Date all outstanding
         Principal Debt, together with all accrued and unpaid interest and fees.

                  (c) By no later than five Business Days from the date of
         receipt by the Company or any of its Subject Subsidiaries of any Net
         Cash Proceeds from (i) any asset disposition (other than the MAPL Asset
         Disposition, the Seminole Asset Disposition, dispositions permitted by
         SECTIONS 8.16(i) and (iii) and any disposition of Collateral (other
         than the Refineries in Alaska and Memphis and the Assets related
         thereof)), (ii) an issuance of TWC Preferred Stock, (iii) any
         disposition of Collateral permitted pursuant to SECTION 8.16 (other
         than the Refineries in Alaska and Memphis and the assets related
         thereto and dispositions permitted by SECTION 8.16(i) and (iii)), or
         (iv) any issuance of Equity Interests by the Company (other than TWC
         Preferred Stock), the Company shall apply such Net Cash Proceeds as
         follows (for purposes of this SUBSECTION 3.2(c) the terms "Commitments"
         and "Banks" shall have the meanings assigned to such terms in the
         Primary Credit Agreement):

                  (A)      So long as the aggregate Commitments of the Banks to
                           the Company under the Primary Credit Agreement are
                           greater than $400,000,000:

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

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



                                      26              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

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

                           (4) in the case of any such Net Cash Proceeds arising
                  from any disposition of Collateral referred to in clause (iii)
                  above, 50% of such Net Cash Proceeds shall be applied on a
                  pro-rata basis to the permanent ratable (x) reduction of the
                  respective Commitments of the Banks to the Company under the
                  Primary Credit Agreement and (y) Cash Collateralization of the
                  Letter of Credit Commitments; and

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

                  (B)      From and after such time that the aggregate
                           Commitments of the Banks to the Company under the
                           Primary Credit Agreement are equal to or less than
                           $400,000,000:

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

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



                                      27              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

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

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

         provided that no such mandatory (w) reduction of the Commitments under
         the Primary Credit Agreement, (x) reduction of the outstanding amount
         of the Progeny Facilities (excluding the Prairie Wolf Facility), (y)
         cash collateralization of the Legacy L/Cs, or (z) Cash
         Collateralization of the Letter of Credit Commitments shall be required
         pursuant to this SECTION 3.2(c) until the earlier of (A) such time as
         the aggregate amount of Net Cash Proceeds from such asset dispositions
         and equity issuances that have not previously been applied in
         accordance herewith shall exceed $50,000,000, and (B) the end of the
         Fiscal Quarter in which such Net Cash Proceeds are received by the
         Company or any of its Subsidiaries. If a reduction of the Commitments
         under the Primary Credit Agreement pursuant to this SECTION 3.2(c)
         shall cause the Commitments under the Primary Credit Agreement as so
         reduced to be less than the aggregate outstanding principal amount of
         the "Advances" under the Primary Credit Agreement (such positive
         difference between such Commitments and such outstanding Advances being
         referred to herein as the "Excess Amount"), the Company shall repay an
         aggregate principal amount not less than such Excess Amount, and except
         as set forth in this proviso, the obligation of the Company to apply
         Net Cash Proceeds to the reduction of the Commitments of the Banks
         under the Primary Credit Agreement shall not require any payments to
         such Banks. Any and all amounts required to be prepaid on the Principal
         Debt pursuant to this SECTION 3.2(c) shall be made together with (1)
         all accrued and unpaid interest on the principal amount so prepaid and
         (2) any Consequential Loss arising as a result thereof.

                  (d) After giving Administrative Agent advance written notice
         of the intent to prepay, the Company may voluntarily prepay all or any
         part of the Principal Debt from time to time and at any time, in whole
         or in part, without premium or penalty; provided that: (i) such notice
         must be received by Administrative Agent by 1:00 p.m. New York, New
         York time on (A) the third Business Day preceding the date of
         prepayment of a Eurodollar Rate Borrowing, and (B) one Business Day
         preceding the date of prepayment of a Base Rate Borrowing; (ii) each
         such partial prepayment must be in a minimum amount of at least
         $5,000,000 or a greater integral multiple of $1,000,000 thereof (if a
         Eurodollar Rate Borrowing or a Base Rate Borrowing); and (iii) all
         accrued interest on the Obligation to be prepaid must also be paid in
         full, to the date of such prepayment. Each notice of prepayment shall
         specify the prepayment date, the Type of Borrowing(s) and amount(s) of
         such



                                      28              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         Borrowing(s) to be prepaid and shall constitute a binding obligation of
         the Company to make a prepayment on the date stated therein.

         3.3 Interest Options. Except where specifically otherwise provided,
Borrowings shall bear interest at a rate per annum equal to the lesser of (a) as
to the respective Type of Borrowing (as designated by the Company in accordance
with this Agreement), the Base Rate plus the Applicable Margin for Base Rate
Borrowings, the Adjusted Eurodollar Rate plus the Applicable Margin for
Eurodollar Rate Borrowings, as the case may be, and (b) the Maximum Rate. Each
change in the Base Rate or the Maximum Rate subject to the terms of this
Agreement, will become effective, without notice to the Company or any other
Person, upon the effective date of such change.

         3.4. Quotation of Rates. It is hereby acknowledged that a Responsible
Officer or other appropriately designated officer of the Company may call
Administrative Agent on or before the date on which a Notice of Borrowing is to
be delivered by the Company in order to receive an indication of the rates then
in effect, but such indicated rates shall neither be binding upon Administrative
Agent or Lenders nor affect the rate of interest which thereafter is actually in
effect when the Notice of Borrowing is given.

         3.5 Default Rate. At the option of Determining Lenders and to the
extent permitted by Law, all past-due Principal Debt and accrued interest
thereon shall bear interest from maturity (whether stated or by acceleration) at
the Default Rate until paid, regardless whether such payment is made before or
after entry of a judgment.

         3.6 Interest Recapture. If the designated rate applicable to any
Borrowing exceeds the Maximum Rate, the rate of interest on such Borrowing shall
be limited to the Maximum Rate, but any subsequent reductions in such designated
rate shall not reduce the rate of interest thereon below the Maximum Rate until
the total amount of interest accrued thereon equals the amount of interest which
would have accrued thereon if such designated rate had at all times been in
effect. In the event that at maturity (stated or by acceleration), or at final
payment of the Principal Debt, the total amount of interest paid or accrued is
less than the amount of interest which would have accrued if such designated
rates had at all times been in effect, then, at such time and to the extent
permitted by Law, the Company shall pay an amount equal to the difference, if
any, by which (a) the lesser of the amount of interest which would have accrued
if such designated rates had at all times been in effect and the amount of
interest which would have accrued if the Maximum Rate had at all times been in
effect, exceeds (b) the amount of interest actually paid or accrued on the
Principal Debt.

         3.7 Interest Calculations.

                  (a) All payments of interest shall be calculated on the basis
         of actual number of days (including the first day but excluding the
         last day) elapsed but computed as if each calendar year consisted of
         (i) 360 days in the case of a Eurodollar Rate Borrowing or a Base Rate
         Borrowing calculated with reference to the Federal Funds Rate (unless
         such calculation would result in the interest on the Borrowings
         exceeding the Maximum Rate in which event such interest shall be
         calculated on the basis of a year of 365 or 366 days, as the case may
         be) and (ii) 365 or 366 days, as the case may be, in the case of a Base
         Rate Borrowing calculated with reference to the Prime Rate. All
         interest rate determinations and calculations by Administrative Agent
         shall be conclusive and binding absent manifest error.

                  (b) The provisions of this Agreement relating to calculation
         of the Base Rate and the Adjusted Eurodollar Rate are included only for
         the purpose of determining the rate of interest or other amounts to be
         paid hereunder that are based upon such rate.



                                      29              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         3.8 Maximum Rate. Regardless of any provision contained in any Loan
Paper, no Lender shall ever be entitled to contract for, charge, take, reserve,
receive, or apply, as interest on the Obligation, or any part thereof, any
amount in excess of the Maximum Rate, and, if a Lender ever does so, then such
excess shall be deemed a partial prepayment of principal and treated hereunder
as such and any remaining excess shall be refunded to the Company. In
determining if the interest paid or payable exceeds the Maximum Rate, the
Company and Lenders shall, to the maximum extent permitted under applicable Law,
(a) treat all Borrowings as but a single extension of credit (and Lenders and
the Company agree that such is the case and that provision herein for multiple
Borrowings is for convenience only), (b) characterize any nonprincipal payment
otherwise payable under the Loan Papers as an expense, fee, or premium, rather
than as interest, (c) exclude voluntary prepayments and the effects thereof, and
(d) amortize, prorate, allocate, and spread the total amount of interest
throughout the entire contemplated term of the Obligation; provided that, if the
Obligation is paid and performed in full prior to the end of the full
contemplated term thereof, and if the interest received for the actual period of
existence thereof exceeds the Maximum Amount, Lenders shall refund such excess,
and, in such event, Lenders shall not, to the extent permitted by Law, be
subject to any penalties provided by any Laws for contracting for, charging,
taking, reserving, or receiving interest in excess of the Maximum Amount.

         3.9 Interest Periods. When the Company requests any Eurodollar Rate
Borrowing, the Company may elect the interest period (each an "INTEREST PERIOD")
applicable thereto, which shall be, at the Company's option, in respect of any
Eurodollar Rate Borrowing, one, two, three, or six months; provided, however,
that: (a) the initial Interest Period for a Eurodollar Rate Borrowing shall
commence on the date of such Borrowing (including the date of any conversion
thereto), and each Interest Period occurring thereafter in respect of such
Borrowing shall commence on the day on which the next preceding Interest Period
applicable thereto expires; (b) if any Interest Period for a Eurodollar Rate
Borrowing begins on a day for which there is no numerically corresponding
Business Day in the calendar month at the end of such Interest Period, such
Interest Period shall end on the next Business Day immediately following what
otherwise would have been such numerically corresponding day in the calendar
month at the end of such Interest Period (unless such date would be in a
different calendar month from what would have been the month at the end of such
Interest Period, or unless there is no numerically corresponding day in the
calendar month at the end of the Interest Period; whereupon, such Interest
Period shall end on the last Business Day in the calendar month at the end of
such Interest Period); (c) no Interest Period may be chosen with respect to any
portion of the Principal Debt which would extend beyond the scheduled repayment
date (including any dates on which mandatory prepayments are required to be
made) for such portion of the Principal Debt; and (d) no more than an aggregate
of six (6) Interest Periods shall be in effect at one time.

         3.10 Conversions. The Company may (a) convert a Eurodollar Rate
Borrowing on the last day of an Interest Period to a Base Rate Borrowing, (b)
convert a Base Rate Borrowing at any time to a Eurodollar Rate Borrowing, and
(c) elect a new Interest Period (in the case of a Eurodollar Rate Borrowing), by
giving notice (a "NOTICE OF CONVERSION," substantially in the form of EXHIBIT B)
of such intent no later than 11:00 a.m. New York, New York, time on the third
Business Day prior to the date of conversion or the last day of the Interest
Period, as the case may be (in the case of a conversion to a Eurodollar Rate
Borrowing or an election of a new Interest Period), and no later than 11:00 a.m.
New York, New York time one Business Day prior to the last day of the Interest
Period (in the case of a conversion to a Base Rate Borrowing); provided that the
principal amount converted to, or continued as, a Eurodollar Rate Borrowing
shall be in an amount not less than $5,000,000 or a greater integral multiple of
$1,000,000. Administrative Agent shall timely notify each Lender with respect to
each Notice of Conversion. Absent the Company's Notice of Conversion or election
of a new Interest Period, a Eurodollar Rate Borrowing shall be deemed converted
to a Base Rate Borrowing effective as of the expiration of the Interest Period
applicable thereto. No Eurodollar Rate Borrowing may be continued as a
Eurodollar Rate Borrowing, and no Base Rate Borrowing may be converted to a
Eurodollar Rate Borrowing, if (i) a Default has occurred and is continuing, or
(ii) the interest rate for such Eurodollar Rate Borrowing would exceed the
Maximum Rate.



                                      30              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         3.11 Order of Application.

                  (a) So long as no Default or Potential Default has occurred
         and is continuing, payments and prepayments of the Obligation shall be
         applied in the order and manner as the Company may direct; provided
         that, each such payment or prepayment (other than payments of fees
         payable solely to any Agent or a specific Lender) shall be allocated
         among Lenders in proportion to their respective Pro Rata Parts
         appropriate for the Term Facility in respect of which such payments
         were made.

                  (b) If a Default or Potential Default has occurred and is
         continuing (or if the Company fails to give directions as permitted
         under SECTION 3.11(a)), any payment or prepayment (including proceeds
         from the exercise of any Rights) shall be applied in the following
         order: (i) to the ratable payment of all fees and expenses for which
         Agents or Lenders have not been paid or reimbursed in accordance with
         the Loan Papers (as used in this SECTION 3.11(b), a "ratable payment"
         for any Lender or Agents shall be, on any date of determination, that
         proportion which the portion of the total fees and indemnities owed to
         such Lender or Agents bears to the total aggregate fees and indemnities
         owed to all Lenders or Agents on such date of determination); (ii) to
         the Pro Rata payment of all accrued and unpaid interest on the
         Principal Debt; (iii) to the Pro Rata payment of the remaining
         Principal Debt in such order as Determining Lenders may elect (provided
         that, Determining Lenders will apply such proceeds in an order that
         will minimize any Consequential Loss); and (vii) to the payment of the
         remaining Obligation in the order and manner Determining Lenders deem
         appropriate.

         3.12 Sharing of Payments, Etc.. If any Lender shall obtain any payment
(whether voluntary, involuntary, or otherwise, including, without limitation, as
a result of exercising its Rights under SECTION 3.13) which is in excess of its
ratable share of any such payment, such Lender shall purchase from the other
Lenders such participations as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided, however,
that if all or any portion of such excess payment is thereafter recovered from
such purchasing Lender, the purchase shall be rescinded and the purchase price
restored to the extent of such recovery. The Company agrees that any Lender so
purchasing a participation from another Lender pursuant to this Section may to
the fullest extent permitted by Law, exercise all of its Rights of payment
(including the Right of offset) with respect to such participation as fully as
if such Lender were the direct creditor of the Company in the amount of such
participation.

         3.13 Offset. Upon the occurrence and during the continuance of a
Default, each Lender shall be entitled to exercise (for the benefit of all
Lenders in accordance with SECTION 3.12) the Rights of offset and/or banker's
Lien against each and every account and other property, or any interest therein,
which the Company may now or hereafter have with, or which is now or hereafter
in the possession of, such Lender to the extent of the full amount of the
Obligation owed to such Lender.

         3.14 Booking Borrowings. To the extent permitted by Law, any Lender may
make, carry, or transfer its Borrowings at, to, or for the account of any of its
branch offices or the office of any of its Affiliates; provided that no
Affiliate shall be entitled to receive any greater payment under SECTION 4 than
the transferor Lender would have been entitled to receive with respect to such
Borrowings.

SECTION 4  CHANGE IN CIRCUMSTANCES.

         4.1 Increased Cost and Reduced Return.

                  (a) If, after the date hereof, the adoption of any applicable
         law, rule, or regulation or any change in any applicable law, rule, or
         regulation, or any change in the interpretation or administration



                                      31              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         thereof by any Governmental Authority, or compliance by any Lender (or
         its Applicable Lending Office) with any request or directive (whether
         or not having the force of law) of any such Governmental Authority:

                           (i) shall subject such Lender (or its Applicable
                  Lending Office) to any Tax or other charge with respect to any
                  Eurodollar Rate Borrowing, its Notes, or its obligation to
                  loan Eurodollar Rate Borrowings, or change the basis of
                  taxation of any amounts payable to such Lender (or its
                  Applicable Lending Office) under this Agreement or its Notes
                  in respect of any Eurodollar Rate Borrowings (other than with
                  respect to taxes imposed on the taxable net income of such
                  Lender by any jurisdiction within which such Lender is
                  incorporated or organized or has its principal office, or
                  within which such Applicable Lending Office is located, or by
                  any other jurisdiction in which such Lender is deemed to be
                  doing business);

                           (ii) shall impose, modify, or deem applicable any
                  reserve, special deposit, assessment, or similar requirement
                  (other than the Reserve Requirement utilized in the
                  determination of the Adjusted Eurodollar Rate) relating to any
                  extensions of credit or other assets of, or any deposits with
                  or other liabilities or commitments of, such Lender (or its
                  Applicable Lending Office), including the commitment of such
                  Lender hereunder; or

                           (iii) shall impose on such Lender (or its Applicable
                  Lending Office) or the London interbank market any other
                  condition affecting this Agreement or its Notes or any of such
                  extensions of credit or liabilities or commitments;

         and the result of any of the foregoing is to increase the cost to such
         Lender (or its Applicable Lending Office) of making, converting into,
         continuing, or maintaining any Eurodollar Rate Borrowings or to reduce
         any sum received or receivable by such Lender (or its Applicable
         Lending Office) under this Agreement or its Notes with respect to any
         Eurodollar Rate Borrowing, then the Company shall pay to such Lender on
         demand such amount or amounts as will compensate such Lender for such
         increased cost or reduction as provided in SECTION 4.1(c) below. If any
         Lender requests compensation by the Company under this SECTION 4.1(a),
         the Company may, by notice to such Lender (with a copy to
         Administrative Agent), suspend the obligation of such Lender to loan or
         continue Borrowings of the Type with respect to which such compensation
         is requested, or to convert Borrowings of any other Type into
         Borrowings of such Type, until the event or condition giving rise to
         such request ceases to be in effect (in which case the provisions of
         SECTION 4.4 shall be applicable); provided, that such suspension shall
         not affect the right of such Lender to receive the compensation so
         requested.

                  (b) If, after the date hereof, any Lender shall have
         determined that the adoption of any applicable Law regarding capital
         adequacy or any change therein or in the interpretation or
         administration thereof by any Governmental Authority charged with the
         interpretation or administration thereof, or any request or directive
         regarding capital adequacy (whether or not having the force of law) of
         any such Governmental Authority has or would have the effect of
         reducing the rate of return on the capital of such Lender or any
         corporation controlling such Lender as a consequence of such Lender's
         obligations hereunder to a level below that which such Lender or such
         corporation could have achieved but for such adoption, change, request,
         or directive (taking into consideration its policies with respect to
         capital adequacy), then from time to time upon demand the Company shall
         pay to such Lender such additional amount or amounts as will compensate
         such Lender for such reduction; provided, however, that the Company
         shall not be obligated to pay any such additional amount or amounts
         incurred or accruing more than ninety (90) days prior to the date on
         which the affected Lender gives written notice thereof in accordance
         with SECTION 4.1(c) below.



                                      32              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

                  (c) Each Lender shall promptly notify the Company and
         Administrative Agent of any event of which it has knowledge, occurring
         after the date hereof, which will entitle such Lender to compensation
         pursuant to this Section and will designate a different Applicable
         Lending Office if such designation will avoid the need for, or reduce
         the amount of, such compensation and will not, in the judgment of such
         Lender, be otherwise disadvantageous to it. Any Lender claiming
         compensation under this Section shall furnish to the Company and
         Administrative Agent a statement setting forth in reasonable detail the
         additional amount or amounts to be paid hereunder which shall be
         presumed correct in the absence of manifest error. In determining such
         amount, such Lender may use any reasonable averaging and attribution
         methods.

         4.2 Limitation on Types of Loans. If on or prior to the first day of
any Interest Period for any Eurodollar Rate Borrowing:

                  (a) Administrative Agent determines (which determination shall
         be conclusive) that by reason of circumstances affecting the relevant
         market, adequate and reasonable means do not exist for ascertaining the
         Eurodollar Rate for such Interest Period; or

                  (b) Determining Lenders determine (which determination shall
         be conclusive) and notify Administrative Agent that the Adjusted
         Eurodollar Rate will not adequately and fairly reflect the cost to the
         Lenders of funding Eurodollar Rate Borrowings for such Interest Period;

then Administrative Agent shall give the Company prompt notice thereof
specifying the relevant amounts or periods, and so long as such condition
remains in effect, the Lenders shall be under no obligation to fund additional
Eurodollar Rate Borrowings, continue Eurodollar Rate Borrowings, or to convert
Base Rate Borrowings into Eurodollar Rate Borrowings, and the Company shall, on
the last day(s) of the then current Interest Period(s) for the outstanding
Eurodollar Rate Borrowings, either prepay such Borrowings or convert such
Borrowings into Base Rate Borrowings in accordance with the terms of this
Agreement.

         4.3 Illegality. Notwithstanding any other provision of this Agreement,
in the event that it becomes unlawful for any Lender or its Applicable Lending
Office to make, maintain, or fund Eurodollar Rate Borrowings hereunder, then
such Lender shall promptly notify the Company thereof and such Lender's
obligation to make or continue Eurodollar Rate Borrowings and to convert other
Base Rate Borrowings into Eurodollar Rate Borrowings shall be suspended until
such time as such Lender may again make, maintain, and fund Eurodollar Rate
Borrowings (in which case the provisions of SECTION 4.4 shall be applicable).

         4.4 Treatment of Affected Loans. If the obligation of any Lender to
fund Eurodollar Rate Borrowings or to continue, or to convert Base Rate
Borrowings into Eurodollar Rate Borrowings, shall be suspended pursuant to
SECTIONS 4.1, 4.2, or 4.3 hereof, such Lender's Eurodollar Rate Borrowings shall
be automatically converted into Base Rate Borrowings on the last day(s) of the
then current Interest Period(s) for Eurodollar Rate Borrowings (or, in the case
of a conversion required by SECTION 4.3 hereof, on such earlier date as such
Lender may specify to the Company with a copy to Administrative Agent) and,
unless and until such Lender gives notice as provided below that the
circumstances specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave rise to
such conversion no longer exist:

                  (a) to the extent that such Lender's Eurodollar Rate
         Borrowings have been so converted, all payments and prepayments of
         principal that would otherwise be applied to such Lender's Eurodollar
         Rate Borrowings shall be applied instead to its Base Rate Borrowings;
         and

                  (b) all Borrowings that would otherwise be made or continued
         by such Lender as Eurodollar Rate Borrowings shall be made or continued
         instead as Base Rate Borrowings, and all



                                      33              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         Borrowings of such Lender that would otherwise be converted into
         Eurodollar Rate Borrowings shall be converted instead into (or shall
         remain as) Base Rate Borrowings.

If such Lender gives notice to the Company (with a copy to Administrative Agent)
that the circumstances specified in SECTIONS 4.1, 4.2, or 4.3 hereof that gave
rise to the conversion of such Lender's Eurodollar Rate Borrowings pursuant to
this SECTION 4.4 no longer exist (which such Lender agrees to do promptly upon
such circumstances ceasing to exist) at a time when Eurodollar Rate Borrowings
made by other Lenders are outstanding, such Lender's Base Rate Borrowings shall
be automatically converted, on the first day(s) of the next succeeding Interest
Period(s) for such outstanding Eurodollar Rate Borrowings, to the extent
necessary so that, after giving effect thereto, all Eurodollar Rate Borrowings
held by the Lenders and by such Lender are held Pro Rata (as to principal
amounts, Types, and Interest Periods).

         4.5 Compensation; Replacement of Lenders.

                  (a) Upon the request of any Lender, the Company shall pay to
         such Lender such amount or amounts as shall be sufficient (in the
         reasonable opinion of such Lender) to compensate it for any
         Consequential Loss; provided that, in each case, the Person claiming
         such Consequential Loss has furnished the Company with a reasonably
         detailed statement of such loss, which statement shall be conclusive in
         the absence of manifest error.

                  (b) If any Lender requests compensation under SECTIONS 4.1 or
         if the Company is required to pay additional amounts to or for the
         account of any Lender pursuant to SECTION 4.6 (collectively,
         "ADDITIONAL AMOUNTS"), then the Company may, at its sole expense and
         effort, upon written notice to such Lender and Administrative Agent,
         require such Lender to assign and delegate, without recourse, all its
         interests, Rights, and obligations under this Agreement and the other
         Loan Papers to an Eligible Assignee that shall assume such obligations;
         provided that, (i) the Company shall have received the prior written
         consent of Administrative Agent to any such assignment; (ii) such
         Lender shall have received payment from the Company of any Additional
         Amounts owed to such Lender by the Company for periods prior to the
         replacement of such Lender and any costs incurred as a result of such
         replacement of a Lender; (iii) such assignment will result in reduction
         or elimination of the Additional Amounts; and (iv) such assignment and
         acceptance shall be made in accordance with, and subject to the
         requirements and restrictions contained in, SECTION 12.13(b), other
         than the restrictions imposed by SECTION 12.13(b)(iv). A Lender shall
         not be required to make any such assignment and delegation if, prior
         thereto, as a result of a waiver by such Lender or otherwise, the
         circumstances entitling such Borrowing to require such assignment and
         delegation cease to apply.

         4.6 Taxes.

                  (a) Any and all payments by the Company to or for the account
         of any Lender or Administrative Agent hereunder or under any other Loan
         Paper shall be made free and clear of and without deduction for any and
         all present or future Taxes, excluding, in the case of each Lender and
         Administrative Agent, Taxes imposed on its income and franchise Taxes
         imposed on it by any jurisdiction within which such Lender (or its
         Applicable Lending Office) or Administrative Agent (as the case may be)
         is incorporated or organized, or any political subdivision thereof, or
         by any other jurisdiction in which such Lender or Administrative Agent,
         as the case may be, is deemed to be doing business under the Tax Laws
         thereof (all such Non-Excluded Taxes referred to as "NON-EXCLUDED
         TAXES"). If the Company shall be required by law to deduct any
         Non-Excluded Taxes from or in respect of any sum payable under this
         Agreement or any other Loan Paper to any Lender or Administrative
         Agent, (i) the sum payable shall be increased as necessary so that
         after making all required deductions (including deductions applicable
         to additional sums payable under this



                                      34              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         SECTION 4.6) such Lender or Administrative Agent receives an amount
         equal to the sum it would have received had no such deductions been
         made, (ii) the Company shall make such deductions, (iii) the Company
         shall pay the full amount deducted to the relevant taxation authority
         or other authority in accordance with applicable law, and (iv) within
         thirty (30) days after the date of any payment of Non-Excluded Taxes,
         the Company shall furnish to Administrative Agent, at its address
         listed in SCHEDULE 2.1, the original or a certified copy of a receipt
         evidencing payment thereof.

                  (b) In addition, the Company agrees to pay any and all present
         or future stamp or documentary taxes or charges or similar levies which
         arise from any payment made under this Agreement or any other Loan
         Paper or from the execution or delivery of, or otherwise with respect
         to, this Agreement or any other Loan Paper (hereinafter referred to as
         "OTHER TAXES").

                  (c) THE COMPANY AGREES TO INDEMNIFY EACH LENDER AND
         ADMINISTRATIVE AGENT FOR THE FULL AMOUNT OF NON-EXCLUDED TAXES THAT
         SHOULD HAVE BEEN WITHHELD BY THE COMPANY AND OTHER TAXES (INCLUDING,
         WITHOUT LIMITATION, ANY NON-EXCLUDED TAXES THAT SHOULD HAVE BEEN
         WITHHELD BY THE COMPANY OR OTHER TAXES IMPOSED OR ASSERTED BY ANY
         JURISDICTION ON AMOUNTS PAYABLE UNDER THIS SECTION 4.6) PAID BY SUCH
         LENDER OR ADMINISTRATIVE AGENT (AS THE CASE MAY BE) AND ANY LIABILITY
         (INCLUDING PENALTIES, INTEREST, AND EXPENSES) ARISING THEREFROM OR WITH
         RESPECT THERETO.

                  (d) Each Lender organized under the laws of a jurisdiction
         outside the United States, on or prior to the date of its execution and
         delivery of this Agreement in the case of each Lender listed on the
         signature pages hereof and on or prior to the date on which it becomes
         a Lender in the case of each other Lender, and from time to time
         thereafter if requested in writing by the Company or Administrative
         Agent (but only so long as such Lender remains lawfully able to do so),
         shall provide the Company and Administrative Agent with (i) two duly
         completed, accurate, and signed copies of Internal Revenue Service Form
         1001 or 4224, as appropriate, or any successor form prescribed by the
         Internal Revenue Service, certifying that such Lender is entitled to
         benefits under an income tax treaty to which the United States is a
         party which reduces the rate of withholding tax on payments of interest
         or certifying that the income receivable pursuant to this Agreement is
         effectively connected with the conduct of a trade or business in the
         United States, (ii) a duly completed, accurate and signed Internal
         Revenue Service Form W-8 or W-9, as appropriate, or any successor form
         prescribed by the Internal Revenue Service, and (iii) any other form or
         certificate required by any taxing authority (including any certificate
         required by Sections 871(h) and 881(c) of the Internal Revenue Code),
         certifying that such Lender is entitled to an exemption from or a
         reduced rate of tax on payments pursuant to this Agreement or any of
         the other Loan Papers.

                  (e) For any period with respect to which a Lender has failed
         to provide the Company and Administrative Agent with the appropriate
         form pursuant to SECTION 4.6(d) (unless such failure is due to a change
         in Law, other than any change in the nature of an anti-treaty shopping
         or limitation on benefits or similar provision, occurring subsequent to
         the date on which a form originally was required to be provided), such
         Lender shall not be entitled to indemnification under SECTION 4.6(a) or
         4.6(b) with respect to Taxes imposed by the United States; provided,
         however, that should a Lender, which is otherwise exempt from or
         subject to a reduced rate of withholding tax, become subject to Taxes
         because of its failure to deliver a form required hereunder, the
         Company shall take such steps as such Lender shall reasonably request
         to assist such Lender to recover such Taxes.

                  (f) If the Company is required to pay additional amounts to or
         for the account of any Lender pursuant to this SECTION 4.6, then such
         Lender will agree to use reasonable efforts to change



                                      35              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         the jurisdiction of its Applicable Lending Office so as to eliminate or
         reduce any such additional payment which may thereafter accrue if such
         change, in the judgment of such Lender, is not otherwise
         disadvantageous to such Lender.

                  (g) Without prejudice to the survival of any other agreement
         of the Company hereunder, the agreements and obligations of the Company
         contained in this SECTION 4.6 shall survive the payment in full of the
         Notes.

SECTION 5  FEES

         5.1 Treatment of Fees. Except as otherwise provided by Law, the fees
described in this SECTION 5: (a) do not constitute compensation for the use,
detention, or forbearance of money, (b) are in addition to, and not in lieu of,
interest and expenses otherwise described in this Agreement, (c) shall be
payable in accordance with SECTION 3.1, (d) shall be non-refundable, (e) shall,
to the fullest extent permitted by Law, bear interest, if not paid when due, at
the Default Rate, and (f) shall be calculated on the basis of actual number of
days (including the first day but excluding the last day) elapsed, but computed
as if each calendar year consisted of 360 days.

         5.2 Fees of Administrative Agent and Arranger. The Company shall pay to
Administrative Agent or Arranger, as the case may be, solely for their
respective accounts, the fees described in that certain separate letter
agreement dated as of January 26, 2000, between the Company, Administrative
Agent, and Arranger, which payments shall be made on the dates specified, and in
amounts calculated in accordance with, such letter agreement.

         5.3 Amendment Fee. The Company shall pay an amendment fee to each
Lender that shall have approved this Agreement and shall have delivered a duly
executed counterpart hereof not later than 5:00 p.m. (central standard time ),
on the Closing Date equal to the product of 0.10% multiplied by such Lender's
Pro Rata Part of the Principal Debt, payable in immediately available funds to
each such Lender on the Closing Date.

SECTION 6  CONDITIONS PRECEDENT

         6.1 Conditions Precedent to Closing. This Agreement shall not become
effective unless Administrative Agent has received all of the agreements,
documents, instruments, and other items described on SCHEDULE 6.1. For purposes
of determining compliance with the conditions specified in this SECTION 6.1,
each Lender who has executed and delivered this Agreement shall be deemed to
have (i) consented to, approved, authorized and accepted and to be satisfied
with each document or other matter required under this SECTION 6.1 (provided
that such Lender has received access to a copy of the L/C Agreement and the
Primary Credit Agreement) and (ii) authorized the Administrative Agent to
execute on such Lender's behalf the documents set forth in item 2 of SCHEDULE
6.1, as applicable, unless both (x) an officer of the Administrative Agent
responsible for the transactions contemplated by this Agreement shall have
received written notice from such Lender prior to the Closing Date specifying
its objection thereto and (y) such Lender shall not have accepted any portion of
the fees set forth in SECTION 5.3. The Administrative Agent shall give the
Company notice when all actions required by SECTION 6.1 have been satisfied.



                                      36              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

SECTION 7 REPRESENTATIONS AND WARRANTIES. To induce Lenders to enter into this
Agreement and to make the loans herein provided for, the Company hereby
covenants, represents and warrants to the Administrative Agent and to each
Lender that:

         7.1 Organization and Good Standing. The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has all corporate powers and all governmental licenses,
authorizations, certificates, consents and approvals required to carry on its
business as now conducted in all material respects, except for those licenses,
authorizations, certificates, consents and approvals the failure to have which
could not reasonably be expected to have a material adverse effect on the
business, assets, condition or operation of the Company and its Material
Subsidiaries taken as a whole. Each Material Subsidiary (other than NewGP, if
applicable) of the Company is duly organized or formed, validly existing and in
good standing under the laws of its jurisdiction of incorporation or formation,
except where the failure to be so organized, existing and in good standing could
not reasonably be expected to have a material adverse effect on the business,
assets, condition or operations of the Company and its Material Subsidiaries
(other than NewGP, if applicable) taken as a whole. Each Material Subsidiary
(other than NewGP, if applicable) has all powers and all governmental licenses,
authorizations, certificates, consents and approvals required to carry on its
business as now conducted in all material respects, except for those licenses,
authorizations, certificates, consents and approvals the failure to have which
could not reasonably be expected to have a material adverse effect on the
business, assets, condition or operation of the Company and its Material
Subsidiaries (other than NewGP, if applicable) taken as a whole.

         7.2 Authorization and Power. After giving effect to this Agreement, the
Primary Credit Agreement, the L/C Agreement, the Barrett Loan Agreement and the
other Progeny Facilities and assuming the consummation of the transactions
contemplated thereby, the execution, delivery and performance by the Company and
the Guarantors and the consummation of the transactions contemplated thereby are
within the Company's or such Guarantor's, as the case may be, corporate or
limited liability company powers, have been duly authorized by all necessary
corporate or limited liability company action, do not contravene (a) the
Company's or such Guarantor's, as the case may be, charter, by-laws or formation
agreement, or (b) law or any contractual restriction binding on or affecting the
Company or any Guarantor and will not result in or require the creation or
imposition of any Lien prohibited by this Agreement.

         7.3 Approvals and Consents. No authorization or approval or other
action by, and no notice to or filing with, any governmental authority or
regulatory body is required for the due execution, delivery and performance by
the Company or any Guarantor of the Loan Papers to which any of them is a party
or the consummation of the transactions contemplated by this Agreement.

         7.4 Enforceable Obligation. Each Loan Paper has been duly executed and
delivered by the Company or the applicable Guarantor, as the case may be, and is
the legal, valid and binding obligation of the Company or such Guarantor,
enforceable in accordance with its terms, except as such enforceability may be
limited by any applicable bankruptcy, insolvency, reorganization, moratorium or
similar law affecting creditors' rights generally and by general principles of
equity. The Notes of the Company are, the legal, valid and binding obligations
of the Company enforceable against the Company in accordance with their
respective terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditor's rights generally and by general principles of equity.

         7.5 Financial Condition. The Consolidated balance sheet of the Company
and its Subsidiaries as at December 31,1999, and the related Consolidated
statements of income and cash flows of the Company and its Subsidiaries for the
fiscal year then ended, duly certified by an authorized financial officer of the
Company, fairly present, the Consolidated financial condition of the Company and
its Subsidiaries as at such



                                      37              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

date and the Consolidated results of operations of the Company and its
Subsidiaries for the year ended on such date, all in accordance with GAAP
consistently applied.

         7.6 No Material Controversies. Except as set forth in the Public
Filings or in SCHEDULE II or as otherwise disclosed in writing to the
Administrative Agent after the date hereof and approved by the Administrative
Agent and the Determining Lenders, there is no pending or, to the knowledge of
the Company, threatened action or proceeding affecting the Company or any
Material Subsidiary (including for the purposes of this SECTION 7.6, any WCG
Subsidiary and excluding NewGP, if applicable) before any court, governmental
agency or arbitrator, which could reasonably be expected to materially and
adversely affect the financial condition or operations of the Company and its
Subsidiaries taken as a whole or which purports to affect the legality,
validity, binding effect or enforceability of this Agreement or any Note.

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

         7.8 ERISA Compliance. No Termination Event has occurred or is
reasonably expected to occur with respect to any Plan that could reasonably be
expected to have a material adverse effect on the Company or any Material
Subsidiaries (other than NewGP, if applicable) of the Company (including for the
purposes of this SECTION 7.8, any material WCG Subsidiaries). Neither the
Company nor any ERISA Affiliate has received any notification that any
Multiemployer Plan is in reorganization or has been terminated, within the
meaning of Title IV of ERISA, and the Company is not aware of any reason to
expect that any Multiemployer Plan is to be in reorganization or to be
terminated within the meaning of Title IV of ERISA that could reasonably be
expected to have a material adverse effect on the Company or any Material
Subsidiaries (other than NewGP, if applicable) of the Company (including for the
purposes of this SECTION 7.8, any material WCG Subsidiaries) or any ERISA
Affiliate.

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

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

         7.11 Environmental Compliance. Except as set forth on Schedule IV or in
the Public Filings or as otherwise disclosed in writing to the Administrative
Agent after the date hereof and approved by the Administrative Agent and the
Determining Lenders, the Company and its Material Subsidiaries (other than
NewGP, if applicable) are in compliance in all material respects with all
Environmental Protection Statutes to the extent material to the operations or
the Consolidated financial condition of the Company and its Consolidated
Subsidiaries taken as a whole. Except as set forth in the Public Filings or as
otherwise disclosed in writing to the Administrative Agent after the date hereof
and approved by the Administrative Agent and the Determining Lenders, the
aggregate contingent and non-contingent liabilities of the Company and its
Consolidated Subsidiaries (other than those reserved for in accordance with GAAP
and set forth in the



                                      38              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

financial statements regarding the Company referred to in SECTION 7.5 and
delivered to the Administrative Agent and excluding liabilities to the extent
covered by insurance if the insurer has confirmed that such insurance covers
such liabilities or which the Company reasonably expects to recover from
ratepayers) which are reasonably expected to arise in connection with (a) the
requirements of Environmental Protection Statutes or (b) any obligation or
liability to any Person in connection with any Environmental matters (including,
without limitation, any release or threatened release (as such terms are defined
in the Comprehensive Environmental Response, Compensation and Liability Act of
1980) of any Hazardous Waste, Hazardous Substance, other waste, petroleum or
petroleum products into the Environment) could not reasonably be expected to
have a material adverse effect on the business, assets, condition or operations
of the Company and its Consolidated Subsidiaries (including for the purposes of
this SECTION 7.11, the WCG Subsidiaries), taken as a whole. The Company and each
of its Material Subsidiaries (other than NewGP, if applicable) holds, or has
submitted a good faith application for all Environmental Permits (none of which
have been terminated or denied) required for any of its current operations or
for any property owned, leased, or otherwise operated by it; and is, and within
the period of all applicable statutes of limitation has been, in compliance with
all of its Environmental Permits.

         7.12 Use of Proceeds.

                  (a) No proceeds of any Borrowings will be used for any
         purposes or in any manner not permitted by SECTION 8.15.

                  (b) The Company is not engaged in the business of extending
         credit for the purpose of purchasing or carrying margin stock (within
         the meaning of Regulation U issued by the Board of Governors of the
         Federal Reserve System), and no proceeds of any Borrowing will be used
         to purchase or carry any such margin stock (other than purchases of
         common stock expressly permitted by SECTION 8.15) or to extend credit
         to others for the purpose of purchasing or carrying any such margin
         stock. Following the application of the proceeds of each Borrowing, not
         more than twenty-five percent (25%) of the value of the assets of the
         Company will be represented by such margin stock and not more than
         twenty-five percent (25%) of the value of the assets of the Company and
         its Subsidiaries (including for the purposes of this SECTION 7.12(b),
         the WCG Subsidiaries) will be represented by such margin stock.

SECTION 8  COVENANTS

         The Company covenants and agrees to perform, observe, and comply with
each of the following covenants, from the Closing Date and so long thereafter as
Lenders are committed to fund Borrowings under this Agreement and thereafter
until the payment in full of the Principal Debt and payment in full of all other
interest, fees, and other amounts of the Obligation then due and owing, unless
Company receives a prior written consent to the contrary by Administrative Agent
as authorized by Determining Lenders:

         8.1 Compliance with Laws, Etc. The Company shall comply, and cause each
of its Subject Subsidiaries to comply, in all material respects with all
applicable laws, rules, regulations and orders (except where failure to comply
could not reasonably be expected to have a material adverse effect on the
business, assets, condition or operations of the Company and its Subject
Subsidiaries taken as a whole), such compliance to include, without limitation,
the payment and discharge before the same become delinquent of all taxes,
assessments and governmental charges or levies imposed upon it or any of its
Subject Subsidiaries or upon any of its property or any property of any of its
Subject Subsidiaries, and all lawful claims which, if unpaid, might become a
Lien upon any property of it or any of its Subject Subsidiaries, provided that
neither the Company nor any of its Subject Subsidiaries shall be required to pay
any such tax, assessment, charge, levy or claim which is being contested in good
faith and by proper proceedings and with respect to which reserves in



                                      39              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

conformity with GAAP, if required by such principles, have been provided on the
books of the Company or such Subject Subsidiary, as the case may be.

         8.2 Financial Statements, Reports and Documents. The Company shall
deliver to the Administrative Agent copies of the following:

                  (a) as soon as possible and in any event within five (5) days
         after the occurrence of each Default or Potential Default, continuing
         on the date of such statement, a statement of an authorized financial
         officer of the Company setting forth the details of such Default or
         Potential Default and the actions, if any, which the Company has taken
         and proposes to take with respect thereto;

                  (b) as soon as available and in any event not later than 60
         days after the end of each of the first three Fiscal Quarters of each
         Fiscal Year of the Company, (1) the unaudited Consolidated balance
         sheet of the Company and its Consolidated Subsidiaries as of the end of
         such Fiscal Quarter and the unaudited Consolidated statements of income
         and cash flows of the Company and its Consolidated Subsidiaries for the
         period commencing at the end of the previous year and ending with the
         end of such Fiscal Quarter, all in reasonable detail and duly certified
         (subject to year-end audit adjustments and the lack of footnotes) by an
         authorized financial officer of the Company as having been prepared in
         accordance with generally accepted accounting principles; provided
         that, if any financial statement referred to in this SECTION 8.2(b) is
         readily available on-line through EDGAR as of the date on which such
         financial statement is required to be delivered hereunder, the Company
         shall not be obligated to furnish copies of such financial statement;
         and (2) a certificate of an authorized financial officer of the Company
         (a) stating that he has no knowledge that a Default or Event of Default
         has occurred and is continuing or, if a Default or Event of Default has
         occurred and is continuing, a statement as to the nature thereof and
         the action, if any, which the Company proposes to take with respect
         thereto, and (b) showing in detail the calculation supporting such
         statement in respect of SECTION 8.6;

                  (c) as soon as available and in any event not later than 105
         days after the end of each Fiscal Year of the Company, (1) a copy of
         the annual audited report for such year for the Company and its
         Consolidated Subsidiaries, including therein Consolidated balance
         sheets of the Company and its Consolidated Subsidiaries as of the end
         of such Fiscal Year and Consolidated statements of income and cash
         flows of the Company and its Consolidated Subsidiaries for such Fiscal
         Year, in each case prepared in accordance with generally accepted
         accounting principles and reported on by Ernst & Young, LLP or other
         independent certified public accountants of recognized standing
         acceptable to the Determining Lenders; provided that if any financial
         statement referred to in this SECTION 8.2(c) is readily available
         on-line through EDGAR as of the date on which such financial statement
         is required to be delivered hereunder, the Company shall not be
         obligated to furnish copies of such financial statement; and (2) a
         letter of such accounting firm to the Lenders (a) stating that, in the
         course of the regular audit of the business of the Company and its
         Consolidated Subsidiaries, which audit was conducted by such accounting
         firm in accordance with generally accepted auditing standards, such
         accounting firm has obtained no knowledge that a Default or Event of
         Default has occurred and is continuing, or if, in the opinion of such
         accounting firm, a Default or Event of Default has occurred and is
         continuing, a statement as to the nature thereof, and (b) showing in
         detail the calculations supporting such statement in respect of SECTION
         8.6 (which letter may nevertheless be limited in form, scope and
         substance to the extent required by applicable accounting rules or
         guidelines in effect from time to time);



                                      40              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

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

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

                  (f) as soon as possible and in any event within 30 Business
         Days after the Company or any ERISA Affiliate knows or has reason to
         know (A) that any Termination Event described in CLAUSE (a) of the
         definition of Termination Event with respect to any Plan has occurred
         that could have a material adverse effect on the Company or any
         Material Subsidiary of the Company or (B) that any other Termination
         Event with respect to any Plan has occurred or is reasonably expected
         to occur that could have a material adverse effect on the Company or
         any Material Subsidiary of the Company, a statement of the chief
         financial officer or chief accounting officer of the Company describing
         such Termination Event and the action, if any, which the Company
         proposes to take with respect thereto;

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

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

                  (i) promptly and in any event within twenty-five (25) Business
         Days after receipt thereof by the Company or any ERISA Affiliate from
         the sponsor of a Multiemployer Plan, a copy of each notice received by
         the Company or any ERISA Affiliate concerning (i) the imposition of a
         Withdrawal Liability by a Multiemployer Plan, (ii) the determination
         that a Multiemployer Plan is, or is expected to be, in reorganization
         within the meaning of Title IV of ERISA, (iii) the termination of a
         Multiemployer Plan within the meaning of Title IV of ERISA, or (iv) the
         amount of liability incurred, or expected to be incurred, by the
         Company or such ERISA Affiliate in connection with any event described
         in CLAUSE (i), (ii) or (iii) above that, in each case, could have a
         material adverse effect on the Company or any ERISA Affiliate;

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

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

                  (l) promptly after any officer of the Company obtains
         knowledge thereof, notice of (A) any material violation of,
         noncompliance with, or remedial obligations under, any Environmental



                                      41              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         Protection Statute or notification of such violation or noncompliance
         received from any Governmental Authority, and (B) any material release
         or threatened material release of Hazardous Substance or Hazardous
         Waste affecting any property owned, leased or operated by the Company
         or any Subsidiary of the Company that the Company or such Subsidiary is
         compelled by the requirements of any Environmental Protection Statute
         to report to any governmental agency, department, board or other
         instrumentality.

         8.3 Maintenance of Insurance. The Company shall maintain, and cause
each of its Material Subsidiaries (other than NewGP, if applicable) to maintain,
insurance with responsible and reputable insurance companies or associations in
such amounts and covering such risks as is usually carried by companies engaged
in similar businesses and owning similar properties in the same general areas in
which the Company or such Material Subsidiaries operate, provided that the
Company or any of its Subsidiaries may self-insure to the extent and in the
manner normal for companies of like size, type and financial condition.

         8.4 Preservation of Corporate Existence, Etc. The Company shall
preserve and maintain, and cause each of its Subject Subsidiaries (other than
the WCG Senior Notes Issuer) to preserve and maintain, its corporate existence,
rights, franchises and privileges in the jurisdiction of its incorporation, and
qualify and remain qualified, and cause each Subject Subsidiary to qualify and
remain qualified, as a foreign corporation in each jurisdiction in which
qualification is necessary or desirable in view of its business and operations
or the ownership of its properties, except (a) in the case of any Subject
Subsidiary of the Company, where the failure of such Subject Subsidiary to so
preserve, maintain, qualify and remain qualified could not reasonably be
expected to have a material adverse effect on the business, assets, condition or
operations of the Company and its Subject Subsidiaries taken as a whole; (b) in
the case of the Company, where the failure of the Company to preserve and
maintain such rights, franchises and privileges and to so qualify and remain
qualified could not reasonably be expected to have a material adverse effect on
the business, assets, condition or operations of the Company and its Subject
Subsidiaries taken as a whole; (c) the Company and its Subject Subsidiaries may
consummate any merger or consolidation permitted pursuant to SECTION 8.7; (d)
the Company or any Subject Subsidiary of the Company may be converted into a
limited liability company by statutory election; provided that any such
conversion of the Company shall not affect its liabilities and obligations to
the Lenders pursuant to this Agreement; and (e) Permitted Dispositions and other
dispositions permitted hereunder.

         8.5 Debt; Interest Coverage. The Company shall not permit: (a) in the
case of the Company, the ratio of (i) the aggregate amount of Consolidated Debt
of the Company and its Consolidated Subsidiaries to (ii) the sum of the
Consolidated Net Worth of the Company plus the aggregate amount of Consolidated
Debt of the Company and its Consolidated Subsidiaries, to exceed at any time (x)
on or before December 30, 2002, 0.70 to 1.00, (y) after December 30, 2002 and on
or before March 30, 2003, 0.68 to 1.00, and (z) after March 30, 2003, 0.65 to
1.00; (b) in the case of each of TGPL, TGT and NWP, the ratio of (i) the
aggregate amount of Consolidated Debt of such Subsidiary and its Subsidiaries on
a Consolidated basis, to (ii) the sum of the Consolidated Net Worth of such
Subsidiary plus the aggregate amount of Consolidated Debt of such Subsidiary and
its Subsidiaries on a Consolidated basis, to exceed at any time 0.55 to 1.00.;
and (c) for any period of four consecutive Fiscal Quarters, the ratio of (i) the
sum of Cash Flow from operations of the Company plus Interest Expense of the
Company to (ii) Interest Expense of the Company, to be less than 1.5 to 1.0.

         8.6 Liens, Etc. The Company shall not create, assume, incur or suffer
to exist, or permit any of its Subject Subsidiaries to create, assume, incur or
suffer to exist, any Lien on or in respect of any of its property, whether now
owned or hereafter acquired, or assign or otherwise convey, or permit any such
Subject Subsidiary to assign or otherwise convey, any right to receive income,
in each case to secure or provide for the payment of any Debt, trade payable or
other obligation or liability or any Person (other than obligations or



                                      42              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>
liabilities that are (i) neither Debt nor trade payables, (ii) incurred, and
are owed to trading counterparties, in the ordinary course of the Company or any
of its Subject Subsidiaries, (iii) secured only by cash, short-term investments
or a Letter of Credit, and (iv) permitted by SECTION 8.18); provided however,
that notwithstanding the foregoing (1) the Company or any of its Subject
Subsidiaries may create, incur, assume or suffer to exist Permitted Liens, and
(2) RMT and RMT LLC may create, incur, assume or suffer to exist any Lien
created pursuant to the Barrett Loan Agreement.

         8.7 Merger and Sale of Assets. The Company shall not merge or
consolidate with or into any other Person, or sell, lease or otherwise transfer
a material part of its assets, or permit any of its Major Subsidiaries (other
than Apco Argentina, Inc. and its Subsidiaries, and NewGP, if applicable) to
merge or consolidate with or into any other Person, or sell, lease or otherwise
transfer a material part of such Major Subsidiary's assets, except that this
SECTION 8.17 shall not prohibit any sale or transfer permitted by SECTIONS 8.10,
8.16, 8.18 or any Permitted Disposition.

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

         8.9 Loans and Advances; Investments. The Company shall not (i) make or
permit to remain outstanding, or allow any of its Subject Subsidiaries to make
or permit to remain outstanding, any loan or advance to, or own, purchase or
acquire any obligations or debt or Equity Interests of, any WCG Subsidiary,
except that the Company and its Subject Subsidiaries may (1) permit to remain
outstanding, and to replace or refinance, loans and advances and other financing
arrangements to, or Equity Interest in, a WCG Subsidiary existing or owned (in
the case of such Equity Interests) as of July 31, 2002 and listed on EXHIBIT F
hereto, but no such replacement or refinancing shall exceed the amount of such
loans, advances or other amounts outstanding immediately prior to such
replacement or refinancing, (2) pursuant to the WCG Unwind Transaction, acquire
and own the promissory notes referred to in CLAUSE (ii) of the definition herein
of WCG Unwind Transaction, (3) receive any distribution from WCG or any
Subsidiary thereof in connection with the bankruptcy proceedings of WCG or any
Subsidiary thereof, and (4) purchase WCG Note Trust Bonds in accordance with
SECTION 8.18. Except for those investments permitted in SUBSECTIONS (1), (2),
(3) and (4) above, the Company shall not, and the Company shall not permit any
of its Subject Subsidiaries to, acquire or otherwise invest in Equity Interests
in, or make any loan or advance to, a WCG Subsidiary; and (ii) to the extent not
expressly permitted by the terms of this Agreement, (x) amend or modify in any
manner, or allow any of its Subject Subsidiaries to amend or modify in any
manner, the Barrett Loans or the Barrett Loan Agreement on terms or conditions
which would (1) increase the Collateral therefor to include assets not owned by
Barrett on the date hereof except for assets acquired hereafter by Barrett in
the ordinary course of business as presently conducted by Barrett, (2) shorten
the maturity of the Barrett Loans, or (3) add any additional obligors with
respect thereto, or (y) replace or refinance, or allow any of its Subject
Subsidiaries to replace or refinance, the Barrett Loans unless the Board of
Directors of the Company shall determine by resolution that



                                      43              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

such replacement or refinancing is on the best terms reasonably available to the
Company or Barrett at such time.

         8.10 Maintenance of Ownership of Certain Subsidiaries. The Company
shall not sell, issue or otherwise dispose of, or create, assume, incur or
suffer to exist any Lien on or in respect of, or permit any of its Subsidiaries
to sell, issue or otherwise dispose of or create, assume, incur or suffer to
exist any Lien on or in respect of, any Equity Interests or any direct or
indirect interest in any Equity Interests in any of its Material Subsidiaries
(other than NewGP, if applicable, the Refineries, MAPL, Seminole and their
respective Subsidiaries and the Persons or assets referenced on Schedule V);
provided, however, that this SECTION 8.10 shall not prohibit (i) Permitted
Liens, (ii) the sale or other disposition of the Equity Interests in any
Subsidiary of the Company to the Company or any Wholly-Owned Subsidiary of the
Company if, but only if, (x) there shall not exist or result a Default or Event
of Default and (y) in the case of each sale or other disposition referred to in
this proviso involving the Company or any of its Subsidiaries, such sale or
other disposition could not reasonably be expected to impair materially the
ability of the Company to perform its obligations hereunder and any other Loan
Documents and the Company shall continue to exist, (iii) any Subsidiary from
selling or otherwise disposing of any direct or indirect Equity Interests in any
Subsidiary (other than TGPL, TGT, or NWP) of the Company, (iv) any RMT Asset
Disposition, (v) the sale or other disposition of the Equity Interests in any
Subsidiary of the Company pursuant to, and in accordance with the Barrett Loan
Agreement, and (vi) any Permitted Disposition; provided that, except with
respect to any Permitted Disposition or any RMT Asset Disposition, after giving
effect to any such sale or other disposition of any Equity Interests owned
directly or indirectly by a Major Subsidiary, such Subsidiary continues to be a
Major Subsidiary. Nothing herein shall be construed to permit the Company or any
of its Subject Subsidiaries to purchase shares, any interest in shares or any
ownership interest in a WCG Subsidiary except as permitted by SECTION 8.9.

         8.11 Compliance with ERISA. The Company shall not (a) terminate, or
permit any ERISA Affiliate to terminate, any Plan so as to result in any
material liability of the Company or any Material Subsidiary (other than NewGP,
if applicable) of the Company (including for purposes of this SECTION 8.11 any
material WCG Subsidiary) or any such ERISA Affiliate to the PBGC, if such
material liability of such ERISA Affiliate could reasonably be expected to have
a material adverse effect on the Company or any of its Material Subsidiaries
(other than NewGP, if applicable), or (b) permit to occur any Termination Event
with respect to a Plan which would have a material adverse effect on the Company
or any Subject Subsidiary of the Company (including for purposes of this SECTION
8.11 any material WCG Subsidiary).

         8.12 Transactions with Related Parties. The Company shall not make any
sale to, make any purchase from, extend credit to, make payment for services
rendered by, or enter into any other transaction with, or permit any Material
Subsidiary of the Company to make any sale to, make any purchase from, extend
credit to, make payment for services rendered by, or enter into any other
transaction with, any Related Party of the Company or of such Material
Subsidiary unless as a whole such sales, purchases, extensions of credit,
rendition of services and other transactions are (at the time such sale,
purchase, extension of credit, rendition of services or other transaction is
entered into) on terms and conditions reasonably fair in all material respects
to the Company or such Material Subsidiary in the good faith judgment of the
Company.

         8.13 Guarantees. After July 31, 2002, the Company shall not enter into
any agreement to guarantee or otherwise become contingently liable for, or
permit any of its Subject Subsidiaries to guarantee or otherwise become
contingently liable for, Debt or any other obligation of any WCG Subsidiary or
to otherwise assure a WCG Subsidiary, or any creditor of a WCG Subsidiary,
against loss, except as set forth in Exhibit G.



                                      44              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         8.14 Sale and Lease-Back Transactions. The Company shall not enter
into, or permit any of its Subject Subsidiaries (other than Apco Argentina,
Inc.) to enter into, any Sale and Lease-Back Transaction, if after giving effect
thereto the Company would not be permitted to incur at least $1.00 of additional
Debt secured by a Lien permitted by PARAGRAPH (y) of SCHEDULE I.

         8.15 Use of Proceeds of Borrowings. The Company shall not use any
proceeds of any Borrowings for any purpose other than general corporate purposes
relating to the business of the Company and its Subsidiaries, but excluding any
WCG Subsidiary (including, without limitation, repurchases by the Company of its
capital stock, working capital and capital expenditures) or use any such
proceeds in any manner which violates or results in a violation of Law;
provided, however that no proceeds of any Borrowings will be used to acquire any
equity security of a class which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended, (other than any purchase of common
stock of any corporation, if such purchase is not subject to Sections 13 and 14
of the Securities Exchange Act of 1934 and is not opposed, resisted or
recommended against by such corporation or its management or directors, provided
that the aggregate amount of common stock of any corporation (other than Apco
Argentina Inc., a Cayman Islands corporation) purchased during any calendar year
shall not exceed 1% of the common stock of such corporation issued and
outstanding at the time of such purchase) or in any manner which contravenes
law, and no proceeds of any Borrowings will be used to purchase or carry any
margin stock (within the meaning of or Regulation U issued by the Board of
Governors of the Federal Reserve System). The Company may not use any proceeds
of any Borrowings to make any loan or advance to, or to own, purchase or acquire
any obligations or debt securities of, any WCG Subsidiary or to acquire or
otherwise invest in any stock or other equity or other ownership interest in a
WCG Subsidiary; provided, however, that nothing contained herein shall prohibit
or otherwise restrict the ability of the Company or any Subsidiary of the
Company to use the proceeds of any Borrowing to own, purchase or acquire the WCG
Senior Notes pursuant to the WCG Refinancing Transaction.

         8.16 Asset Disposition. The Company shall not sell, lease, transfer or
otherwise dispose of, or permit any of their Material Subsidiaries or the
Guarantors to sell, lease, transfer or otherwise dispose of, any property of the
Company or any Guarantor or any Material Subsidiary of the Company, except (i)
sales of inventory in the ordinary course of business and on reasonable terms,
(ii) sales of worn out, surplus or obsolete equipment in the ordinary course of
business, if no Default exists at the time of such sale, (iii) replacement of
equipment in the ordinary course of business with other equipment at least as
useful and beneficial to the Company or its Material Subsidiaries and their
respective businesses as the equipment replaced if no Default exists at the time
of such replacement and an Acceptable Security Interest exists in such other
equipment at the time of such replacement, (iv) sales of other immaterial
Property (other than Equity Interests, Debt or other obligations of any
Subsidiary) in the ordinary course of business and on reasonable terms, if no
Default exists at the time of such sale; provided that Property may not be sold
pursuant to this CLAUSE (iv) if the aggregate fair market value of all Property
sold pursuant to this CLAUSE (iv) exceeds $250,000 in any year, (v) sales or
other dispositions of assets which are not Collateral for cash in arm's length
transactions, (vi) sales, leases, transfers or other dispositions of the
Refineries (in whole or in part, including to each other), (vii) the MAPL Asset
Disposition and Seminole Asset Disposition, (viii) sales or other dispositions
of assets of NewGP or its Subsidiaries and the transfer by Williams GP, LLC to
NewGP of the general partnership interests and incentive distribution rights in
MLP, (ix) Permitted Dispositions, (x) sale of Equity Interests in NewGP, (xi)
transfers by the Guarantors to other Guarantors and transfers by non-Guarantor
Subsidiaries to any other Subsidiary, in each case in the ordinary course of
business and (xii) transfers to the State of California of up to 6 turbines in
connection with the settlement of the California Proceedings, (xiii) the Arctic
Fox Capital Contribution, and (xiv) transfers of Assets and Property by
Subsidiaries of TGT which may not be restricted pursuant to that certain
Indenture dated as of April 11, 1994 between TGT, as Issuer and The Chase
Manhattan Bank, as Trustee; provided that (A) 50% of the gross cash proceeds
resulting from any disposition of Collateral permitted pursuant to clauses (ii),
(iv) through (vii), (ix) and (x), shall, be deposited immediately upon receipt
to the Collateral Account (as defined in the Collateral Trust Agreement) to be
maintained with, and under the



                                      45              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

control of, the Collateral Trustee pursuant to the Collateral Trust Agreement
and applied in accordance with the terms and conditions of the L/C Agreement and
the Primary Credit Agreement and (B) assets disposed of pursuant to clauses (i)
through (v) shall not constitute a material part of the assets of TGPL, TGT or
NWP and (C) with respect to any Collateral replaced, exchanged or transferred
(in the case of clause (xi) only) or any non-cash proceeds received from the
sale, transfer or other disposition of Collateral, in each case pursuant to this
SECTION 8.16, the Company (or such Material Subsidiary or Guarantor, as
applicable) shall undertake all actions as more fully set forth in, and subject
to, Section 5.01(f) of the Primary Credit Agreement to (1) grant an Acceptable
Security Interest in favor of the Collateral Trustee on any new Collateral
resulting from any such replacement or exchange or on the non-cash proceeds
received from the sale or other disposition of Collateral and (2) in the case of
Collateral transferred pursuant to clause (xi), to maintain an Acceptable
Security Interest on such transferred Collateral. Notwithstanding anything in
this SECTION 8.16 to the contrary, and for greater certainty, nothing in this
Agreement shall prohibit (1) a transfer of Equity Interests of RMT from the
Company to RMT LLC or any RMT Asset Disposition or (2) the Company or any of its
Subsidiaries (including RMT LLC, RMT and their respective Subsidiaries) from
selling, leasing, transferring or otherwise disposing of any property of the
Company or any of its Subsidiaries in accordance with the provisions of the
Barrett Loan Agreement. For the avoidance of doubt, modification or limitation
of voting rights with respect to any Equity Interests shall not constitute a
disposition of property.

         8.17 Restricted Payments. The Company shall not (i), other than in
connection with the Castle Transaction, the Arctic Fox Capital Contribution, and
the Plowshare Transaction, declare or pay any dividends, purchase, redeem,
retire, defease or otherwise acquire for value any of its Equity Interests now
or hereafter outstanding, return any capital to its stockholders, partners or
members (or the equivalent Persons thereof) as such, make any distribution of
assets, Equity Interests, obligations or securities to its stockholders,
partners or members (or the equivalent Person thereof) as such, or permit any of
its Subject Subsidiaries (other than Apco Argentina, Inc., TGT (to the extent
there exists any contractual restriction prohibiting the Subsidiaries of TGT
from restricting their ability to pay dividends) and their respective
Subsidiaries) to do any of the foregoing, (ii) permit any of its Subject
Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value
any Equity Interests in the Company, or (iii) permit its Subject Subsidiaries to
make any prepayment with respect to any Debt (other than Debt issued or incurred
in connection with the Progeny Facilities and related documents, Debt issued or
incurred in connection with the terms of SECTION 3.2(c), Debt issued prior to
July 31, 2002 pursuant to the certain Indenture dated May 1, 1990 with Transco
Energy Company as issuer and Bank of New York as trustee, as supplemented from
time to time, the WCG Note Trust Bonds, Debt under the Barrett Loan Agreement,
Debt of Subsidiaries of TGT and Debt incurred in connection with the UBOC
Turbine Financing) or repurchase any Debt securities except any repurchase or
repayment as required by the terms thereof in effect on July 31, 2002, except
that, so long as no Default shall have occurred and be continuing at the time of
any action described in CLAUSE (a), (b) (other than with respect to RMT LLC and
its Subsidiaries) and (d) below or would result therefrom:

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

                  (b) the Company or any Subsidiary of the Company may (A)
         declare and pay cash dividends to the Company or any Subsidiary of the
         Company (as the case may be) or pay subordinated



                                      46              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

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

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

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

         8.18 Investments in Other Persons. The Company shall not make or hold,
or permit any of its Subject Subsidiaries to make or hold, any Investment in any
Person, except (i) equity Investments by the Company and its Subsidiaries in
their Subsidiaries outstanding on July 31, 2002 and additional investments in
Subsidiaries engaged in businesses reasonably related to the businesses carried
on by such Company and its Subsidiaries on July 31, 2002 (including, without
limitation, the Arctic Fox Capital Contribution); provided, that any such
additional cash Investments shall not exceed $75,000,000 annually, except to the
extent such cash Investments are immediately returned to the Person making such
Investment as a dividend, distribution or repayment of Debt; (ii) loans and
advances to employees in the ordinary course of the business of the company and
its Subsidiaries as presently conducted; (iii) Investments of the company and
its Subsidiaries in Cash Equivalents; (iv) Investments existing on July 31, 2002
or commitments for such Investments existing on July 31, 2002 and loans made
pursuant to such commitments after July 31, 2002; (v) Investments by the Company
and its Subsidiaries in Hedge Agreements entered into in the ordinary course of
business and not for speculative purposes; (vi) Investments consisting of
intercompany debt; (vii) Investments consisting of (A) the purchase of WCG Note
Trust Bonds in an aggregate principal amount not to exceed $75,000 or (B) the
Equity Interests in the WCG Senior Notes Issuer; (viii) Investments by Apco
Argentina, Inc. or its Subsidiaries in accordance with applicable laws and their
governing documents; provided that such Investments shall only be made using
cash generated solely by their business, operations and financings; (ix)
Investments not exceeding $12,000,000 in Williams Coal Seam Gas Royalty Trust
units pursuant to agreements in place on the date hereof; provided that the
purchase price of such units shall not exceed the then existing market price for
such units; (x) Investments consisting of the acquisition of Equity Interests of
the Deepwater JV in exchange for the contribution of Deepwater Assets to the
Deepwater JV and Investments made to maintain such Equity Interests; (xi)
Investments in Persons that are not Subsidiaries required to be made by the
Company or any of its Subsidiaries in order to avoid default pursuant to
agreements in existence on July 31, 2002; (xii) any Investments necessary to
maintain, in accordance with the partnership agreement, the 2% general
partnership interest of NewGP in the MLP; provided, that the aggregate annual
amount of such Investments under this clause (xii) shall not exceed $10,000,000,
(xiii) Investments permitted pursuant to SECTION 8.9, (xiv) the Investment in
the 0.2% general partnership interest in West Texas LPG Pipelines, (xv)
Investments by EMT contemplated by the UBOC Turbine Financing, and (xvi) other
Investments in an aggregate amount invested not to exceed $50,000,000 annually;
provided that, with respect to Investments made under this clause (xvi), (1) any
newly acquired or organized Subsidiary of the Company or any of its Subsidiaries
shall be a wholly-owned Subsidiary thereof; (2) immediately before and after
giving effect thereto, no Default shall have occurred and be continuing or would
result therefrom; and (3) any company or business acquired or invested in
pursuant to this clause (xvi) shall be in the same line of business as the
business of the Company or any of its Subsidiaries.



                                      47              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         8.19 Subsidiary Debt. The Company shall not permit any of its Subject
Subsidiaries to create, incur, assume or suffer to exist Debt, other than
(except as set forth in either Section 6(f) of the LLC Guaranty or Section 6(e)
of the Holdings Guaranty) (i) Debt incurred, assumed or suffered to exist by
TGPL, TGT, NWP, or Apco Argentina, Inc. or their Subsidiaries, (ii) Debt
incurred, assumed or suffered to exist by Subsidiaries (other than those
referred to in CLAUSE (i) and the Subsidiaries the stock of which is pledged
under the Pledge Agreement (as defined in the L/C Agreement)) in an aggregate
amount not to exceed $50,000,000 at any one time outstanding, (iii) Debt in
existence on July 31, 2002, (iv) Debt under the LLC Guaranty, the Midstream
Guaranty and the Holdings Guaranty, (v) Debt of the Project Financing
Subsidiaries, (vi) Debt under the Barrett Loan Agreement, (vii) Debt consisting
of intercompany debt so long as obligations of the debtors thereunder are
subordinated to their obligations under the Loan Papers and are incurred in the
ordinary course of the cash management systems of the Company and its
Subsidiaries, (viii) any Permitted Refinancing Debt incurred in exchange for, or
the net proceeds of which are used to refund, refinance or replace Debt
permitted to be incurred under this SECTION 8.19, and (ix) Debt incurred in
connection with the Deepwater Transactions and the UBOC Turbine Financing.

         8.20 Compliance with Primary Credit Agreement. The Company shall, and
shall cause each of the other "Borrowers" under the Primary Credit Agreement to
comply at all times with the terms and provisions of ARTICLE V of the Primary
Credit Agreement as in effect on the date hereof.

         8.21 Borrower Liquidity Reserve. The Company shall cause RMT to at all
times maintain the Borrower Liquidity Reserve (as defined in the Barrett Loan
Agreement).

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

         8.23 Agreement to Restrict Transfers to NewGP. The Company shall not,
transfer, or permit any of its Subject Subsidiaries to transfer, any property to
NewGP, except a transfer to NewGP of the Equity Interest in MLP held by Williams
GP LLC or any other transfer necessary to maintain the 2% general partnership
interest of NewGP in MLP; provided that the aggregate annual amount of such
Investments under this SECTION 8.23 shall not exceed $10,000,000.

         8.24 Cash Collateralization of Legacy L/Cs. From July 31, 2002, the
Company shall not prepay any Progeny Facility or reduce the commitment of any
lender under any Progeny Facility, or cash collateralize any Legacy L/C;
provided that the Company may (i) prepay any Progeny Facility, (ii) reduce the
commitment of any lender under any Progeny Facility and (iii) cash collateralize
any Legacy L/Cs under any of the following circumstances:

         (1)      the Company may apply Net Cash Proceeds as required by SECTION
                  3.2(c);

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

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



                                      48              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

                  cash collateralizations may be made on a pro-rata basis to the
                  permanent ratable reduction of the outstanding amounts of the
                  Progeny Facilities;

         (4)      the Company, in its sole absolute discretion, may make any
                  prepayment, commitment reduction or cash collateralization of
                  the type set forth in clauses (i) through (iii) above in an
                  aggregate amount not to exceed $65,000,000 per annum; and

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

         For the avoidance of doubt, nothing in this SECTION 8.24 shall limit or
restrict the Company from any payment or taking any action that is required by
the terms of any Progeny Facility or Legacy L/Cs in effect on the date hereof.

SECTION  9   DEFAULT.  The term "DEFAULT" means the occurrence and continuance
             of any one or more of the following events:

         9.1 Payment of Obligation. The Company (i) shall fail to pay all or any
part of the principal of the Obligation when the same becomes due (whether by
its terms, by acceleration, or as otherwise provided in the Loan Papers), (ii)
shall fail to pay any interest on the Principal Debt when the same becomes due
and payable, or (iii) shall fail to pay any other part of the Obligation
(including, without limitation, fees) within ten (10) days of when the same
becomes due (whether by its terms, by acceleration, or as otherwise provided in
the Loan Papers).

         9.2 Misrepresentation. Any representation or warranty made by the
Company or any Guarantor (or any of their respective officers) in writing under
or in connection with this Agreement or in any other Loan Paper or in any
certificate furnished under or in connection herewith shall prove to have been
incorrect in any material respect when made.

         9.3 Covenants. The Company or any Guarantor shall fail to perform or
observe (i) any term, covenant or agreement contained in SECTION 8.2 on its part
to be performed or observed and such failure shall continue for ten (10)
Business Days after the earlier of the date notice thereof shall have been given
to the Company by the Administrative Agent or any Lender or the date the Company
shall have knowledge of such failure, (ii) any term, covenant or agreement
contained in this Agreement (other than a term, covenant or agreement contained
in SECTION 8.2 or SECTIONS 8.5 - 8.24) or any Note or any other Loan Paper on
its part to be performed or observed; and such failure shall continue for five
(5) Business Days after the earlier of the date notice thereof shall have been
given to the Company by the Administrative Agent or any Lender or the date the
Company or such Guarantor, as applicable shall have knowledge of such failure;
or (iii) any term, covenant or agreement contained in SECTION 8.5 - 8.24.

         9.4 Default Under Other Debt. The Company or any of its Subsidiaries
shall fail to pay any principal of or premium or interest on any Debt which is
outstanding in a principal amount of at least $60,000,000 in the aggregate of
the Company or such Subsidiary (as the case may be), when the same becomes due
and payable (whether by scheduled maturity, required prepayment, acceleration,
demand or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or



                                      49              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

instrument relating to such Debt; or any other event shall occur or condition
shall exist under any agreement or instrument relating to any such Debt and
shall continue after the applicable grace period, if any, specified in such
agreement or instrument, if the effect of such event or condition is to
accelerate, or to permit the acceleration of, the maturity of such Debt; or any
such Debt shall be declared to be due and payable, or required to be prepaid
(other than (i) by a regularly scheduled required prepayment, (ii) as required
in connection with any permitted sale of assets, (iii) as required in connection
with any casualty or condemnation, or (iv) or as a result of the giving of
notice of a voluntary prepayment), prior to the stated maturity thereof;
provided, however, that the provisions of this SECTION 9.4 shall not apply to
any Non-Recourse Debt of any Non-Borrowing Subsidiary (as defined in the Primary
Credit Agreement) of the Company.

         9.5 Debtor Relief. The Company or any of its Material Subsidiaries
shall generally not pay its debts as such debts become due, or shall admit in
writing its inability to pay its debts generally, or shall make a general
assignment for the benefit of creditors; or any proceeding shall be instituted
by or against the Company or any of its Material Subsidiaries seeking to
adjudicate it as bankrupt or insolvent, or seeking liquidation, winding up,
reorganization, arrangement, adjustment, protection, relief, or composition of
it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors, or seeking the entry of an order for relief
or the appointment of a receiver, trustee, or other similar official for it or
for any substantial part of its property and, in the case of any such proceeding
instituted against it (but not instituted by it), shall remain undismissed or
unstayed for a period of sixty (60) days; or the Company or any of its Material
Subsidiaries shall take any action to authorize any of the actions set forth
above in this SECTION 9.5.

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

         9.7 Employee Benefit Plans.

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

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

                  (c) The Company or any ERISA Affiliate shall have been
         notified by the sponsor of a Multiemployer Plan that such Multiemployer
         Plan is in reorganization or is being terminated, within the meaning of
         Title IV of ERISA, if as a result of such reorganization or termination
         the aggregate annual contributions of the Company and its ERISA
         Affiliates to all Multiemployer Plans which are then in reorganization
         or being terminated have been or will be increased over the amounts
         contributed



                                      50              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT


<PAGE>

         to such Multiemployer Plans for the respective plan years which include
         July 31, 2002 by an amount exceeding $75,000,000.

         9.8 Validity and Enforceability of Loan Papers. Any provision (other
than any provision excepted from, or subject to a qualification in, the opinions
delivered pursuant to Item 9 of Schedule 6.1, but only to the extent of such
exception or qualification) of any Loan Paper for any reason shall cease to be a
legal, valid, binding and enforceable obligation of the Company or any Guarantor
party thereto or the Company or any Guarantor party thereto shall so state in
writing.

SECTION 10  RIGHTS AND REMEDIES

         10.1 Remedies Upon Default.

                  (a) If a Default exists under SECTION 9.5, the entire unpaid
         balance of the Obligation under the Term Facility shall automatically
         become due and payable without any action or notice of any kind
         whatsoever.

                  (b) If any Default exists, Administrative Agent may (and,
         subject to the terms of SECTION 11, shall upon the request of
         Determining Lenders) or Determining Lenders may, do any one or more of
         the following: (i) if the maturity of the Obligation under the Term
         Facility has not already been accelerated under SECTION 10.1(a),
         declare the entire unpaid balance of the Obligation, or any part
         thereof, immediately due and payable, whereupon it shall be due and
         payable; (ii) reduce any claim to judgment; (iii) to the extent
         permitted by Law, exercise (or request each Lender to, and each Lender
         shall be entitled to, exercise) the Rights of offset or banker's Lien
         against the interest of the Company in and to every account and other
         property of the Company which are in the possession of Administrative
         Agent or any Lender to the extent of the full amount of the Obligation
         (to the extent permitted by Law, the Company being deemed directly
         obligated to each Lender in the full amount of the Obligation for such
         purposes); and (iv) exercise any and all other legal or equitable
         Rights afforded by the Loan Papers, the Laws of the State of New York,
         or any other applicable jurisdiction as Administrative Agent shall deem
         appropriate, or otherwise, including, but not limited to, the Right to
         bring suit or other proceedings before any Governmental Authority
         either for specific performance of any covenant or condition contained
         in any of the Loan Papers or in aid of the exercise of any Right
         granted to Administrative Agent or any Lender in any of the Loan
         Papers.

         10.2 The Company Waivers. To the extent permitted by Law, the Company
hereby waives presentment and demand for payment, protest, notice of intention
to accelerate, notice of acceleration, and notice of protest and nonpayment, and
agrees that its liability with respect to the Obligation (or any part thereof),
shall not be affected by any renewal or extension in the time of payment of the
Obligation (or any part thereof), by any indulgence, or by any release or change
in any security for the payment of the Obligation (or any part thereof).

         10.3 Performance by Administrative Agent. If any covenant, duty, or
agreement of the Company is not performed in accordance with the terms of the
Loan Papers, after the occurrence and during the continuance of a Default,
Administrative Agent may, at its option (but subject to the approval of
Determining Lenders), perform or attempt to perform such covenant, duty, or
agreement on behalf of the Company. In such event, any amount expended by
Administrative Agent in such performance or attempted performance shall be
payable by the Company, to Administrative Agent on demand, shall become part of
the Obligation, and shall bear interest at the Default Rate from the date of
such expenditure by Administrative Agent until paid. Notwithstanding the
foregoing, it is expressly understood that Administrative Agent does not assume
and shall



                                      51              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

never have, except by its express written consent, any liability or
responsibility for the performance of any covenant, duty, or agreement of the
Company.

         10.4 Delegation of Duties and Rights. Lenders may perform any of their
duties or exercise any of their Rights under the Loan Papers by or through their
respective Representatives (provided, that such delegation does not release any
Lender of any of its obligations hereunder).

         10.5 Not in Control. Nothing in any Loan Paper shall, or shall be
deemed to (a) give any Agent or any Lender the Right to exercise control over
the assets (including real property), affairs, or management of the Company, (b)
preclude or interfere with compliance by the Company with any Law, or (c)
require any act or omission by the Company that may be harmful to Persons or
property. Any "material adverse event" or other materiality qualifier in any
representation, warranty, covenant, or other provision of any Loan Paper is
included for credit documentation purposes only and shall not, and shall not be
deemed to, mean that any Agent or any Lender acquiesces in any non-compliance by
the Company with any Law or document, or that any Agent or any Lender does not
expect the Company to promptly, diligently, and continuously carry out all
appropriate removal, remediation, and termination activities required or
appropriate in accordance with all Environmental Protection Statutes. No Agent
or Lender has any fiduciary relationship with or fiduciary duty to the Company
arising out of or in connection with the Loan Papers, and the relationship
between Agents and Lenders, on the one hand, and the Company, on the other hand,
in connection with the Loan Papers is solely that of debtor and creditor. The
power of Agents and Lenders under the Loan Papers is limited to the Rights
provided in the Loan Papers, which Rights exist solely to assure payment and
performance of the Obligation and may be exercised in a manner calculated by
Agents and Lenders in their respective good faith business judgment.

         10.6 Course of Dealing. The acceptance by Administrative Agent or
Lenders at any time and from time to time of partial payment on the Obligation
shall not be deemed to be a waiver of any Default then existing. No waiver by
Administrative Agent, Determining Lenders, or Lenders of any Default shall be
deemed to be a waiver of any other then-existing or subsequent Default. No delay
or omission by Administrative Agent, Determining Lenders, or Lenders in
exercising any Right under the Loan Papers shall impair such Right or be
construed as a waiver thereof or any acquiescence therein, nor shall any single
or partial exercise of any such Right preclude other or further exercise
thereof, or the exercise of any other Right under the Loan Papers or otherwise.

         10.7 Cumulative Rights. All Rights available to Administrative Agent
and Lenders under the Loan Papers are cumulative of and in addition to all other
Rights granted to Administrative Agent and Lenders at law or in equity, whether
or not the Obligation is due and payable and whether or not Administrative Agent
or Lenders have instituted any suit for collection, foreclosure, or other action
in connection with the Loan Papers.

         10.8 Application of Proceeds. Any and all proceeds ever received by
Administrative Agent or Lenders from the exercise of any Rights pertaining to
the Obligation shall be applied to the Obligation in the order and manner set
forth in SECTION 3.11.

         10.9 Limitation of Rights. Notwithstanding any other provision of this
Agreement or any other Loan Paper, any action taken or proposed to be taken by
Administrative Agent or any Lender under any Loan Paper which would affect the
operational, voting, or other control of the Company, shall be pursuant to any
applicable state Law, and the applicable rules and regulations thereunder.

         10.10 Expenditures by Lenders. The Company shall promptly pay within
thirty (30) days after request therefor (a) all reasonable costs, fees, and
expenses paid or incurred by any Agent incident to any Loan



                                      52              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

Paper (including, but not limited to, the reasonable fees and expenses of
counsel to Administrative Agent and the allocated cost of internal counsel in
connection with the negotiation, preparation, delivery, execution, coordination,
and administration of the Loan Papers and any related amendment, waiver, or
consent) and (b) following the occurrence and continuation of a Default, all
reasonable costs and expenses of Lenders and Administrative Agent incurred by
Administrative Agent or any Lender in connection with the enforcement of the
obligations of the Company arising under the Loan Papers (including, without
limitation, costs and expenses incurred in connection with any workout or
bankruptcy) or the exercise of any Rights arising under the Loan Papers
(including, but not limited to, reasonable attorneys' fees including allocated
cost of internal counsel, court costs and other costs of collection), all of
which shall be a part of the Obligation and shall bear interest at the Default
Rate from the date due until the date repaid by the Company.

         10.11 INDEMNIFICATION. THE COMPANY AGREES TO INDEMNIFY AND HOLD
HARMLESS EACH AGENT, ARRANGER, AND EACH LENDER AND EACH OF THEIR RESPECTIVE
AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ATTORNEYS, AND ADVISORS (EACH, AN "INDEMNIFIED PARTY") FROM AND AGAINST ANY AND
ALL CLAIMS, DAMAGES, ACTUAL LOSSES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING,
WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) (BUT SPECIFICALLY EXCLUDING
TAXES), THAT MAY BE INCURRED BY OR ASSERTED OR AWARDED AGAINST ANY INDEMNIFIED
PARTY, IN EACH CASE ARISING OUT OF OR IN CONNECTION WITH OR BY REASON OF
(INCLUDING, WITHOUT LIMITATION, IN CONNECTION WITH ANY INVESTIGATION,
LITIGATION, OR PROCEEDING OR PREPARATION OF DEFENSE IN CONNECTION THEREWITH) THE
LOAN PAPERS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE ACTUAL OR
PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS (INCLUDING ANY OF THE FOREGOING
ARISING FROM THE NEGLIGENCE OF THE INDEMNIFIED PARTY), EXCEPT TO THE EXTENT SUCH
CLAIM, DAMAGE, LOSS, LIABILITY, COST, OR EXPENSE IS FOUND IN A FINAL,
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
FROM SUCH INDEMNIFIED PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR
VIOLATION OF ANY LAW OR REGULATION BY SUCH INDEMNIFIED PARTY; PROVIDED, THAT THE
COMPANY SHALL HAVE NO OBLIGATION HEREUNDER TO ANY AGENT OR ANY LENDER WITH
RESPECT TO INDEMNIFIED LIABILITIES ARISING FROM (i) THE GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT OF ANY AGENT OR ANY SUCH LENDER, (ii) LEGAL PROCEEDINGS
COMMENCED AGAINST ANY AGENT OR ANY SUCH LENDER BY ANY SECURITY HOLDER OR
CREDITOR THEREOF ARISING OUT OF AND BASED UPON RIGHTS AFFORDED ANY SUCH SECURITY
HOLDER OR CREDITOR SOLELY IN ITS CAPACITY AS SUCH, OR (iii) LEGAL PROCEEDINGS
COMMENCED AGAINST ANY AGENT OR ANY SUCH LENDER BY ANY OTHER LENDER OR BY ANY
PARTICIPANT (AS DEFINED IN SECTION 12.13). IN THE CASE OF AN INVESTIGATION,
LITIGATION, OR OTHER PROCEEDING TO WHICH THE INDEMNITY IN THIS SECTION 10.11
APPLIES, EXCEPT AS PROVIDED ABOVE, SUCH INDEMNITY SHALL BE EFFECTIVE WHETHER OR
NOT SUCH INVESTIGATION, LITIGATION, OR PROCEEDING IS BROUGHT BY THE COMPANY, ITS
DIRECTORS, SHAREHOLDERS OR CREDITORS OR AN INDEMNIFIED PARTY OR ANY OTHER PERSON
OR ANY INDEMNIFIED PARTY IS OTHERWISE A PARTY THERETO AND WHETHER OR NOT THE
TRANSACTIONS CONTEMPLATED HEREBY ARE CONSUMMATED. THE PARTIES HERETO AGREE NOT
TO ASSERT ANY CLAIM AGAINST ANY PARTY ON ANY THEORY OF LIABILITY, FOR SPECIAL,
INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR OTHERWISE
RELATING TO THE LOAN PAPERS, ANY OF THE TRANSACTIONS CONTEMPLATED HEREIN OR THE
ACTUAL OR PROPOSED USE OF THE PROCEEDS OF THE BORROWINGS. WITHOUT PREJUDICE TO
THE SURVIVAL OF ANY OTHER AGREEMENT OF THE COMPANY HEREUNDER, THE AGREEMENTS AND
OBLIGATIONS OF THE COMPANY CONTAINED IN THIS SECTION 10.11 SHALL SURVIVE THE
PAYMENT IN FULL OF THE BORROWINGS AND ALL OTHER AMOUNTS PAYABLE UNDER THIS
AGREEMENT.

SECTION 11  AGREEMENT AMONG LENDERS

         11.1 Administrative Agent.



                                      53              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

                  (a) Each Lender hereby appoints Credit Lyonnais New York
         Branch (and Credit Lyonnais New York Branch hereby accepts such
         appointment) as its nominee and agent, in its name and on its behalf:
         (i) to act as nominee for and on behalf of such Lender in and under all
         Loan Papers; (ii) to arrange the means whereby the funds of Lenders are
         to be made available to the Company under the Loan Papers; (iii) to
         take such action as may be requested by any Lender under the Loan
         Papers (when such Lender is entitled to make such request under the
         Loan Papers and after such requesting Lender has obtained the
         concurrence of such other Lenders as may be required under the Loan
         Papers); (iv) to receive all documents and items to be furnished to
         Lenders under the Loan Papers; (v) to be the secured party, mortgagee,
         beneficiary, and similar party in respect of, and to receive, as the
         case may be, any collateral for the benefit of Lenders; (vi) to timely
         distribute, and Administrative Agent agrees to so distribute, to each
         Lender all material information, requests, documents, and items
         received from the Company under the Loan Papers (including written
         disclosures pursuant to SECTION 8.2 (other than pursuant to SECTION
         8.2(d), which shall only be distributed to the requesting Lender),
         SECTION 7.6 and SECTION 7.11); (vii) to promptly distribute to each
         Lender its ratable part of each payment or prepayment (whether
         voluntary, as proceeds of collateral upon or after foreclosure, as
         proceeds of insurance thereon, or otherwise) in accordance with the
         terms of the Loan Papers; (viii) to deliver to the appropriate Persons
         requests, demands, approvals, and consents received from Lenders; and
         (ix) to execute, on behalf of Lenders, such releases or other documents
         or instruments as are permitted by the Loan Papers or as directed by
         Lenders or Determining Lenders (when entitled to so authorize) from
         time to time; provided, however, Administrative Agent shall not be
         required to take any action which exposes Administrative Agent to
         personal liability or which is contrary to the Loan Papers or
         applicable Law.

                  (b) Administrative Agent may resign at any time as
         Administrative Agent under the Loan Papers by giving written notice
         thereof to Lenders. Should the initial or any successor Administrative
         Agent ever cease to be a party hereto or should the initial or any
         successor Administrative Agent ever resign as Administrative Agent,
         then Determining Lenders shall elect the successor Administrative Agent
         from among the Lenders (other than the resigning Administrative Agent).
         If no successor Administrative Agent shall have been so appointed by
         Determining Lenders, within 30 days after the retiring Administrative
         Agent's giving of notice of resignation, then the retiring
         Administrative Agent may, on behalf of Lenders, appoint a successor
         Administrative Agent, which shall be a commercial bank having a
         combined capital and surplus of at least $1,000,000,000. Upon the
         acceptance of any appointment as Administrative Agent under the Loan
         Papers by a successor Administrative Agent, such successor
         Administrative Agent shall thereupon succeed to and become vested with
         all the Rights of the retiring Administrative Agent, and the retiring
         Administrative Agent shall be discharged from its duties and
         obligations of Administrative Agent under the Loan Papers and each
         Lender shall execute such documents as any Lender may reasonably
         request to reflect such change in and under the Loan Papers. After any
         retiring Administrative Agent's resignation as Administrative Agent
         under the Loan Papers, the provisions of this SECTION 11 shall inure to
         its benefit as to any actions taken or omitted to be taken by it while
         it was Administrative Agent under the Loan Papers.

                  (c) Administrative Agent, in its capacity as a Lender, shall
         have the same Rights under the Loan Papers as any other Lender and may
         exercise the same as though it were not acting as Administrative Agent;
         the term "Lender" shall, unless the context otherwise indicates,
         include Administrative Agent; and any resignation of Administrative
         Agent hereunder shall not impair or otherwise affect any Rights which
         it has or may have in its capacity as an individual Lender. Each Lender
         and the Company agree that Administrative Agent is not a fiduciary for
         Lenders or for the Company but simply is acting in the capacity
         described herein to alleviate administrative burdens for both the
         Company and Lenders, that Administrative Agent has no duties or
         responsibilities to Lenders



                                      54              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         or the Company except those expressly set forth herein, and that
         Administrative Agent in its capacity as a Lender has all Rights of any
         other Lender.

                  (d) Administrative Agent and its Affiliates may now or
         hereafter be engaged in one or more loan, letter of credit, leasing, or
         other financing transactions with the Company, act as trustee or
         depositary for the Company, or otherwise be engaged in other
         transactions with the Company (collectively, the "OTHER ACTIVITIES")
         not the subject of the Loan Papers. Without limiting the Rights of
         Lenders specifically set forth in the Loan Papers, Administrative Agent
         and its Affiliates shall not be responsible to account to Lenders for
         such other activities, and no Lender shall have any interest in any
         other activities, any present or future guaranties by or for the
         account of the Company which are not contemplated or included in the
         Loan Papers, any present or future offset exercised by Administrative
         Agent and its Affiliates in respect of such other activities, any
         present or future property taken as security for any such other
         activities, or any property now or hereafter in the possession or
         control of Administrative Agent or its Affiliates which may be or
         become security for the obligations of the Company arising under the
         Loan Papers by reason of the general description of indebtedness
         secured or of property contained in any other agreements, documents or
         instruments related to any such other activities; provided that, if any
         payments in respect of such guaranties or such property or the proceeds
         thereof shall be applied to reduction of the obligations of the Company
         arising under the Loan Papers, then each Lender shall be entitled to
         share in such application ratably. Each Lender acknowledges that, and
         consents to, Credit Lyonnais New York Branch's also serving as
         Administrative Agent under that certain Letter of Credit and
         Reimbursement Agreement of even date herewith among the Company, Credit
         Lyonnais New York Branch, as " Administrative Agent," and certain
         financial institutions party thereto.

         11.2 Expenses. Upon demand by Administrative Agent, each Lender shall
pay its Pro Rata Part of any reasonable expenses (including, without limitation,
court costs, reasonable attorneys' fees and other costs of collection) incurred
by Administrative Agent in connection with any of the Loan Papers if and to the
extent Administrative Agent does not receive reimbursement therefor from other
sources within 60 days after incurred; provided that, each Lender shall be
entitled to receive its Pro Rata Part of any reimbursement for such expenses, or
part thereof, which Administrative Agent subsequently receives from such other
sources.

         11.3 Proportionate Absorption of Losses. Except as otherwise provided
in the Loan Papers, nothing in the Loan Papers shall be deemed to give any
Lender any advantage over any other Lender insofar as the Obligation arising
under the Loan Papers is concerned, or to relieve any Lender from absorbing its
Pro Rata Part of any losses sustained with respect to the Obligation (except to
the extent such losses result from unilateral actions or inactions of any Lender
that are not made in accordance with the terms and provisions of the Loan
Papers).

         11.4 Delegation of Duties; Reliance. Administrative Agent may perform
any of its duties or exercise any of its Rights under the Loan Papers by or
through its Representatives. Administrative Agent and its Representatives shall
(a) be entitled to rely upon (and shall be protected in relying upon) any
writing, resolution, notice, consent, certificate, affidavit, letter, cablegram,
telecopy, telegram, telex or teletype message, statement, order, or other
documents or conversation believed by it or them to be genuine and correct and
to have been signed or made by the proper Person and, with respect to legal
matters, upon opinion of counsel selected by Administrative Agent, (b) be
entitled to deem and treat each Lender as the owner and holder of the Principal
Debt owed to such Lender for all purposes until, subject to SECTION 12.13,
written notice of the assignment or transfer thereof shall have been given to
and received by Administrative Agent (and any request, authorization, consent,
or approval of any Lender shall be conclusive and binding on each subsequent
holder, assignee, or transferee of the Principal Debt owed to such Lender or
portion thereof until such notice is given and received), (c) not be deemed to
have notice of the occurrence of a Default unless a responsible officer of



                                      55              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

Administrative Agent, who handles matters associated with the Loan Papers and
transactions thereunder, has actual knowledge thereof or Administrative Agent
has been notified thereof by a Lender or the Company, and (d) be entitled to
consult with legal counsel (including counsel for the Company), independent
accountants and other experts selected by Administrative Agent and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts.

         11.5 Limitation of Liability.

                  (a) None of the Agents or any of their respective
         Representatives shall be liable for any action taken or omitted to be
         taken by it or them under the Loan Papers in good faith and reasonably
         believed by it or them to be within the discretion or power conferred
         upon it or them by the Loan Papers or be responsible for the
         consequences of any error of judgment, except for fraud, gross
         negligence, or willful misconduct; and none of the Agents, or any of
         their respective Representatives has a fiduciary relationship with any
         Lender by virtue of the Loan Papers (provided that nothing herein shall
         negate the obligation of Administrative Agent to account for funds
         received by it for the account of any Lender).

                  (b) Unless indemnified to its satisfaction against loss, cost,
         liability, and expense, no Agent shall be compelled to do any act under
         the Loan Papers or to take any action toward the execution or
         enforcement of the powers thereby created or to prosecute or defend any
         suit in respect of the Loan Papers. If Administrative Agent requests
         instructions from Lenders or Determining Lenders, as the case may be,
         with respect to any act or action (including, but not limited to, any
         failure to act) in connection with any Loan Paper, such Agent shall be
         entitled (but shall not be required) to refrain (without incurring any
         liability to any Person by so refraining) from such act or action
         unless and until it has received such instructions. In no event,
         however, shall any Agent or any of its respective Representatives be
         required to take any action which it or they determine could incur for
         it or them criminal or onerous civil liability. Without limiting the
         generality of the foregoing, no Lender shall have any right of action
         against any Agent as a result of such Agent's acting or refraining from
         acting hereunder in accordance with the instructions of Determining
         Lenders.

                  (c) No Agent shall be responsible in any manner to any Lender
         or any Participant for, and each Lender represents and warrants that it
         has not relied upon any Agent in respect of, (i) the creditworthiness
         of the Company and the risks involved to such Lender, (ii) the
         effectiveness, enforceability, genuineness, validity, or the due
         execution of any Loan Paper, (iii) any representation, warranty,
         document, certificate, report, or statement made therein or furnished
         thereunder or in connection therewith, (iv) the existence, priority, or
         perfection of any Lien hereafter granted or purported to be granted
         under any Loan Paper, or (v) observation of or compliance with any of
         the terms, covenants, or conditions of any Loan Paper on the part of
         the Company. Each Lender agrees to indemnify Agents and their
         respective Representatives and hold them harmless from and against (but
         limited to such Lender's Pro Rata Part of) any and all liabilities,
         obligations, losses, damages, penalties, actions, judgments, suits,
         costs, reasonable expenses, and reasonable disbursements of any kind or
         nature whatsoever which may be imposed on, asserted against, or
         incurred by them in any way relating to or arising out of the Loan
         Papers or any action taken or omitted by them under the Loan Papers, to
         the extent such Agents and their respective Representatives are not
         reimbursed for such amounts by the Company (provided that, no Agent or
         its Representatives shall have the right to be indemnified hereunder
         for its or their own fraud, gross negligence, or willful misconduct);
         and provided, further, that no Designated Lender shall be liable for
         any payment under this SECTION 11.5(c) so long as, and to the extent
         that, its Designating Lender makes such payments in accordance with,
         and at the time required by, the terms of this Agreement.



                                      56              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         11.6 Default; Collateral. Upon the occurrence and continuance of a
Default, Lenders agree to promptly confer in order that Determining Lenders or
Lenders, as the case may be, may agree upon a course of action for the
enforcement of the Rights of Lenders; and Administrative Agent shall be entitled
to refrain from taking any action (without incurring any liability to any Person
for so refraining) unless and until Administrative Agent shall have received
instructions from Determining Lenders. In actions with respect to any property
of the Company, Administrative Agent is acting for the ratable benefit of each
Lender. Any and all agreements to subordinate (whether made heretofore or
hereafter) other indebtedness or obligations of the Company to the Obligation
shall be construed as being for the ratable benefit of each Lender. If
Administrative Agent acquires any security for the Obligation or any guaranty of
the Obligation upon or in lieu of foreclosure, the same shall be held for the
Pro Rata benefit of all Lenders.

         11.7 Limitation of Liability. To the extent permitted by Law (a) no
Agent (acting in their respective agent capacities) shall incur any liability to
any other Lender or Participant except for acts or omissions resulting from its
own fraud, gross negligence or wilful misconduct, and (b) no Agent, Lender, or
Participant shall incur any liability to any other Person for any act or
omission of any other Lender, Agent, or Participant.

         11.8 Relationship of Lenders. Nothing herein shall be construed as
creating a partnership or joint venture among Agents and Lenders.

         11.9 Benefits of Agreement. Except for the representations and
covenants in SECTION 11.1(c) in favor of the Company, none of the provisions of
this SECTION 11 shall inure to the benefit of the Company or any other Person
other than Lenders; consequently, neither the Company nor any other Person shall
be entitled to rely upon, or to raise as a defense, in any manner whatsoever,
the failure of any Agent or Lender to comply with such provisions.

         11.10 Agents. None of the Lenders identified in this Agreement as
"SYNDICATION AGENT" or "DOCUMENTATION AGENT" shall have any rights, powers,
obligations, liabilities, responsibilities, or duties under this Agreement other
than those applicable to all Lenders as such. Without limiting the foregoing,
none of the Lenders so identified as a "SYNDICATION AGENT" or "DOCUMENTATION
AGENT" shall have or be deemed to have any fiduciary relationship with any
Lender.

         11.11 Obligation Several. The obligations of Lenders hereunder are
several, and each Lender hereunder shall not be responsible for the obligations
of the other Lenders hereunder, nor will the failure of one Lender to perform
any of its obligations hereunder relieve the other Lenders from the performance
of their respective obligations hereunder.

SECTION 12  MISCELLANEOUS

         12.1 Headings. The headings, captions, and arrangements used in any of
the Loan Papers are, unless specified otherwise, for convenience only and shall
not be deemed to limit, amplify, or modify the terms of the Loan Papers, nor
affect the meaning thereof.

         12.2 Nonbusiness Days. In any case where any payment or action is due
under any Loan Paper on a day which is not a Business Day, such payment or
action may be delayed until the next-succeeding Business Day, but interest and
fees shall continue to accrue in respect of any payment to which it is
applicable until such payment is in fact made; provided that, if in the case of
any such payment in respect of a Eurodollar Rate Borrowing the next-succeeding
Business Day is in the next calendar month, then such payment shall be made on
the next-preceding Business Day.



                                      57              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         12.3 Communications. Unless specifically otherwise provided, whenever
any Loan Paper requires or permits any consent, approval, notice, request, or
demand from one party to another, such communication must be in writing (which
may be by telex or telecopy) to be effective and shall be deemed to have been
given (a) if by telex, when transmitted to the telex number, if any, for such
party, and the appropriate answer back is received, (b) if by telecopy, when
transmitted to the telecopy number for such party (and all such communications
sent by telecopy shall be confirmed promptly thereafter by personal delivery or
mailing in accordance with the provisions of this section; provided, that any
requirement in this parenthetical shall not affect the date on which such
telecopy shall be deemed to have been delivered), (c) if by mail, on the third
Business Day after it is enclosed in an envelope, properly addressed to such
party, properly stamped, sealed, and deposited in the appropriate official
postal service, or (d) if by any other means, when actually delivered to such
party. Until changed by notice pursuant hereto, the address (and telex and
telecopy numbers, if any) for Administrative Agent and each Lender is set forth
on SCHEDULE 2.1, and for the Company is the address set forth by the Company's
signature on the signature page of this Agreement. A copy of each communication
to Administrative Agent shall also be sent to Haynes and Boone, LLP, 901 Main
Street, Dallas, Texas 75202, Fax: 214/651-5940, Attn: Timothy Powers.

         12.4 Form and Number of Documents. Each agreement, document,
instrument, or other writing to be furnished under any provision of this
Agreement must be in form and substance and in such number of counterparts as
may be reasonably satisfactory to Administrative Agent and its counsel.

         12.5 Exceptions to Covenants. The Company shall not take any action or
fail to take any action which is permitted as an exception to any of the
covenants contained in any Loan Paper if such action or omission would result in
the breach of any other covenant contained in any of the Loan Papers.

         12.6 Survival. All covenants, agreements, undertakings,
representations, and warranties made in any of the Loan Papers shall survive all
closings under the Loan Papers and, except as otherwise indicated, shall not be
affected by any investigation made by any party. All rights of, and provisions
relating to, reimbursement and indemnification of any Agent or any Lender shall
survive termination of this Agreement and payment in full of the Obligation.

         12.7 GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED
STATES OF AMERICA SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES TO THE LOAN
PAPERS AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THE
LOAN PAPERS.

         12.8 Invalid Provisions. If any provision in any Loan Paper is held to
be illegal, invalid, or unenforceable, such provision shall be fully severable;
the appropriate Loan Paper shall be construed and enforced as if such provision
had never comprised a part thereof; and the remaining provisions thereof shall
remain in full force and effect and shall not be affected by such provision or
by its severance therefrom. Administrative Agent, Lenders, and the Company agree
to negotiate, in good faith, the terms of a replacement provision as similar to
the severed provision as may be possible and be legal, valid, and enforceable.

         12.9 ENTIRETY. THE RIGHTS AND OBLIGATIONS OF THE COMPANY, LENDERS, AND
AGENTS SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND
INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN SUCH PARTIES ARE SUPERSEDED
BY AND MERGED INTO SUCH WRITINGS. THIS AGREEMENT (AS AMENDED IN WRITING FROM
TIME TO TIME) AND THE OTHER WRITTEN LOAN PAPERS EXECUTED BY THE COMPANY, ANY
LENDER, OR ANY AGENT (TOGETHER WITH ALL COMMITMENT LETTERS AND FEE LETTERS AS
THEY RELATE TO THE PAYMENT OF FEES AFTER THE CLOSING DATE) REPRESENT THE FINAL
AGREEMENT BETWEEN THE COMPANY, LENDERS, AND AGENTS AND MAY NOT BE CONTRADICTED
BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR



                                      58              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN SUCH PARTIES.

         12.10 JURISDICTION; VENUE; SERVICE OF PROCESS; JURY TRIAL. EACH PARTY
HERETO, IN EACH CASE FOR ITSELF, ITS SUCCESSORS AND ASSIGNS, HEREBY (A)
IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL
COURTS LOCATED IN THE BOROUGH OF MANHATTAN OR SOUTHERN DISTRICT OF NEW YORK, AND
AGREES AND CONSENTS THAT SERVICE OF PROCESS MAY BE MADE UPON IT IN ANY LEGAL
PROCEEDING ARISING OUT OF OR IN CONNECTION WITH THE LOAN PAPERS AND THE
OBLIGATION BY SERVICE OF PROCESS AS PROVIDED BY NEW YORK LAW, (B) IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW
OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY LITIGATION ARISING OUT OF OR IN
CONNECTION WITH THE LOAN PAPERS AND THE OBLIGATION BROUGHT IN ANY SUCH COURT,
(C) IRREVOCABLY WAIVES ANY CLAIMS THAT ANY LITIGATION BROUGHT IN ANY SUCH COURT
HAS BEEN BROUGHT IN AN INCONVENIENT FORUM, (D) IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH
LITIGATION BY THE MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, POSTAGE PREPAID, AT ITS ADDRESS SET FORTH HEREIN, AND (E) IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ITS RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF ANY LOAN
PAPER OR THE TRANSACTIONS CONTEMPLATED THEREBY. The scope of each of the
foregoing waivers is intended to be all-encompassing of any and all disputes
that may be filed in any court and that relate to the subject matter of this
transaction, including, without limitation, contract claims, tort claims, breach
of duty claims, and all other common law and statutory claims. The Company and
each other party to this Agreement acknowledge that this waiver is a material
inducement to the agreement of each party hereto to enter into a business
relationship, that each has already relied on this waiver in entering into this
Agreement, and each will continue to rely on each of such waivers in related
future dealings. The Company and each other party to this Agreement warrant and
represent that they have reviewed these waivers with their legal counsel, and
that they knowingly and voluntarily agree to each such waiver following
consultation with legal counsel. THE WAIVERS IN THIS SECTION 12.10 ARE
IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING,
AND THESE WAIVERS SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, SUPPLEMENTS, AND
REPLACEMENTS TO OR OF THIS OR ANY OTHER LOAN PAPER. In the event of Litigation,
this Agreement may be filed as a written consent to a trial by the court.

         12.11 Amendments, Consents, Conflicts, and Waivers.

                  (a) Except as otherwise specifically provided, (i) this
         Agreement may only be amended, modified or waived by an instrument in
         writing executed jointly by the Company and Determining Lenders, and,
         in the case of any matter affecting Administrative Agent, by
         Administrative Agent, and may only be supplemented by documents
         delivered or to be delivered in accordance with the express terms
         hereof, and (ii) the other Loan Papers may only be the subject of an
         amendment, modification, or waiver if the Company and Determining
         Lenders, and, in the case of any matter affecting Administrative Agent,
         Administrative Agent, have approved same.

                  (b) Any amendment to or consent or waiver under this Agreement
         or any Loan Paper which purports to accomplish any of the following
         must be by an instrument in writing executed by the Company and
         executed (or approved, as the case may be) by each Lender, and, in the
         case of any matter affecting Administrative Agent, by Administrative
         Agent: (i) extends the due date or decreases the amount of any
         scheduled payment of the Obligation arising under Loan Papers beyond
         the date specified in the Loan Papers; (ii) reduces the interest rate
         or decreases the amount of interest, fees, or other sums payable to
         Administrative Agent or Lenders hereunder (except such reductions as
         are



                                      59              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         contemplated by this Agreement); or (iii) reduces the percentage
         specified in the definition of "DETERMINING LENDERS"; (iv) changes
         SECTION 3.2(c) or this CLAUSE (b) or any other matter specifically
         requiring the consent of all Lenders hereunder; or (v) consents to the
         assignment or transfer of the Company of any of its rights and
         obligations under this Agreement. Without the consent of Administrative
         Agent and Determining Lenders, no provision of SECTION 11 may be
         amended, modified, or waived. Each Designating Lender shall act on
         behalf of its Designated Lender with respect to any rights of its
         Designated Lender to grant or withhold any consent hereunder to the
         fullest extent it has been so delegated to act by its Designated Lender
         pursuant to its Designation Agreement.

                  (c) Any conflict or ambiguity between the terms and provisions
         herein and terms and provisions in any other Loan Paper shall be
         controlled by the terms and provisions herein.

                  (d) No course of dealing nor any failure or delay by
         Administrative Agent, any Lender, or any of their respective
         Representatives with respect to exercising any Right of Administrative
         Agent or any Lender hereunder shall operate as a waiver thereof. A
         waiver must be in writing and signed by Administrative Agent and
         Determining Lenders (or by all Lenders, if required hereunder) to be
         effective, and such waiver will be effective only in the specific
         instance and for the specific purpose for which it is given.

         12.12 Multiple Counterparts. This Agreement may be executed in a number
of identical counterparts, each of which shall be deemed an original for all
purposes and all of which constitute, collectively, one agreement; but, in
making proof of this Agreement, it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that each Lender execute
the same counterpart so long as identical counterparts are executed by the
Company, each Lender, and Administrative Agent. This Agreement shall become
effective when counterparts hereof shall have been executed and delivered to
Administrative Agent by each Lender, Administrative Agent, and the Company, or,
when Administrative Agent shall have received telecopied, telexed, or other
evidence satisfactory to it that such party has executed and is delivering to
Administrative Agent a counterpart hereof.

         12.13 Successors and Assigns; Assignments and Participations.

                  (a) This Agreement shall be binding upon, and inure to the
         benefit of the parties hereto and their respective successors and
         assigns, except that (i) the Company may not, directly or indirectly,
         assign or transfer, or attempt to assign or transfer, any of its
         Rights, duties or obligations under any Loan Papers without the express
         written consent of all Lenders, and (ii) except as permitted under this
         Section, no Lender may transfer, pledge, assign, sell any participation
         in, or otherwise encumber its portion of the Obligation.

                  (b) Each Lender may assign to one or more Eligible Assignees
         all or a portion of its Rights and obligations under this Agreement and
         the other Loan Papers (including, without limitation, all or a portion
         of its Borrowings and its Note); provided, however, that:

                           (i) each such assignment shall be to an Eligible
                  Assignee;

                         (ii) except in the case of an assignment to another
                  Lender or an assignment of all of a Lender's Rights and
                  obligations under this Agreement and the other Loan Papers,
                  any such partial assignment shall be in an amount at least
                  equal to $10,000,000 (or such lower amount as may be requested
                  by a Lender and agreed to by Administrative Agent, acting in
                  its sole discretion);



                                      60              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

                         (iii) each such assignment by a Lender shall be of a
                  constant, and not varying, percentage of all of its Rights and
                  obligations under this Agreement and the Notes; and

                         (iv) the parties to such assignment shall execute and
                  deliver to the Administrative Agent for its acceptance an
                  Assignment and Acceptance Agreement in the form of EXHIBIT C
                  hereto, together with any Notes subject to such assignment and
                  a processing fee of $3,000.

         Upon execution, delivery, and acceptance of such Assignment and
         Acceptance Agreement, the assignee thereunder shall be a party hereto
         and, to the extent of such assignment, have the obligations, Rights,
         and benefits of a Lender under the Loan Papers and the assigning Lender
         shall, to the extent of such assignment, relinquish its rights and be
         released from its obligations under the Loan Papers. Upon the
         consummation of any assignment pursuant to this Section, the Company
         shall issue appropriate Notes to the assignor and the assignee,
         reflecting such Assignment and Acceptance. If the assignee is not
         incorporated under the laws of the United States of America or a state
         thereof, it shall deliver to the Company and Administrative Agent
         certification as to exemption from deduction or withholding of Taxes in
         accordance with SECTION 4.6.

                  (c) Administrative Agent shall maintain at its address
         referred to in SECTION 12.3 a copy of each Assignment and Acceptance
         Agreement delivered to and accepted by it and a register for the
         recordation of the names and addresses of the Lenders and principal
         amount of the Borrowings owing to each Lender from time to time (the
         "REGISTER"). The entries in the Register shall be conclusive and
         binding for all purposes, absent manifest error, and the Company,
         Administrative Agent and Lenders may treat each Person whose name is
         recorded in the Register as a Lender hereunder for all purposes of the
         Loan Papers. The Register shall be available for inspection by the
         Company or any Lender at any reasonable time and from time to time upon
         reasonable prior notice. Upon the consummation of any assignment in
         accordance with this SECTION 12.13, SCHEDULE 2.1 shall automatically be
         deemed amended (to the extent required) by Administrative Agent to
         reflect the name, address, and respective Pro Rata Part of the
         Principal Debt of the assignor and assignee.

                  (d) Upon its receipt of an Assignment and Acceptance Agreement
         executed by the parties thereto, together with any Notes subject to
         such assignment and payment of the processing fee, Administrative Agent
         shall, if such Assignment and Acceptance has been completed and is in
         substantially the form of EXHIBIT C hereto, (i) accept such Assignment
         and Acceptance Agreement, (ii) record the information contained therein
         in the Register and (iii) give prompt notice thereof to the parties
         thereto.

                  (e) Subject to the provisions of this Section and in
         accordance with applicable Law, any Lender may, in the ordinary course
         of its commercial lending business and in accordance with applicable
         Law, at any time sell to one or more Persons (each a "PARTICIPANT")
         participating interests in its portion of the Obligation. In the event
         of any such sale to a Participant, (i) such Lender shall remain a
         "Lender" under this Agreement and the Participant shall not constitute
         a "Lender" hereunder, (ii) such Lender's obligations under this
         Agreement shall remain unchanged, (iii) such Lender shall remain solely
         responsible for the performance thereof, (iv) such Lender shall remain
         the holder of its share of the Principal Debt for all purposes under
         this Agreement, (v) the Company and Administrative Agent shall continue
         to deal solely and directly with such Lender in connection with such
         Lender's Rights and obligations under the Loan Papers, and (vi) such
         Lender shall be solely responsible for any withholding taxes or any
         filing or reporting requirements relating to such participation and
         shall hold the Company and Administrative Agent and their respective
         successors, permitted assigns, officers, directors, employees, agents,
         and representatives harmless against the same. Participants shall have
         no Rights under the Loan Papers, other than certain voting Rights as



                                      61              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         provided below. Subject to the following, each Lender shall be entitled
         to obtain (on behalf of its Participants) the benefits of SECTION 4
         with respect to all participations in its part of the Obligation
         outstanding from time to time so long as the Company shall not be
         obligated to pay any amount in excess of the amount that would be due
         to such Lender under SECTION 4 calculated as though no participations
         have been made. No Lender shall sell any participating interest under
         which the Participant shall have any Rights to approve any amendment,
         modification, or waiver of any Loan Paper, except to the extent such
         amendment, modification, or waiver extends the due date for payment of
         any amount in respect of principal (other than mandatory prepayments),
         interest, or fees due under the Loan Papers, reduces the interest rate
         or the amount of principal or fees applicable to the Obligation (except
         such reductions as are provided by this Agreement), or releases any
         guaranty or collateral, if any, for the Obligation (except such
         releases as are contemplated by this Agreement); provided that, in
         those cases where a Participant is entitled to the benefits of SECTION
         4 or a Lender grants Rights to its Participants to approve amendments
         to or waivers of the Loan Papers respecting the matters previously
         described in this sentence, such Lender must include a voting mechanism
         in the relevant participation agreement or agreements, as the case may
         be, whereby a majority of such Lender's portion of the Obligation
         (whether held by such Lender or Participant) shall control the vote for
         all of such Lender's portion of the Obligation. Except in the case of
         the sale of a participating interest to another Lender, the relevant
         participation agreement shall not permit the Participant to transfer,
         pledge, assign, sell participations in, or otherwise encumber its
         portion of the Obligation, unless the consent of the transferring
         Lender (which consent will not be unreasonably withheld) has been
         obtained.

                  (f) Any Lender may at any time designate not more than one
         Designated Lender to fund Borrowings on behalf of such Designating
         Lender subject to the terms of this SECTION 12.13(f), and the
         provisions of SECTIONS 12.13(b) AND 12.13(e) shall not apply to such
         designation. No Lender may have more than one Designated Lender at any
         time. Such designation may occur either by the execution of the
         signature pages hereof by such Lender and Designated Lender next to the
         appropriate "Designating Lender" and "Designated Lender" captions, or
         by execution by such parties of a Designation Agreement subsequent to
         the date hereof; provided, that any Lender and its Designated Lender
         executing the signatures pages hereof as "Designating Lender" and
         "Designated Lender", respectively, on the date hereof shall be deemed
         to have executed a Designation Agreement, and shall be bound by the
         respective representations, warranties and covenants contained therein,
         and such designation shall be conclusively deemed to be accepted by the
         Company and the Administrative Agent. The parties to each such
         designation occurring subsequent to the execution date hereof shall
         execute and deliver to the Administrative Agent and the Company for
         their acceptance a Designation Agreement. Upon such receipt of an
         appropriately completed Designation Agreement executed by a Designating
         Lender and a designee representing that it is a Designated Lender and
         consented to by the Company and the Administrative Agent, the
         Administrative Agent will accept such Designation Agreement and will
         give prompt notice thereof to the Company and the other Lenders,
         whereupon, (i) the Company shall execute and deliver to the Designating
         Lender a Designated Lender Note payable to the order of the Designated
         Lender, (ii) from and after the effective date specified in the
         Designation Agreement, the Designated Lender shall become a party to
         this Agreement with a right to fund Borrowings on behalf of its
         Designating Lender pursuant to SECTION 2.1(b), and (iii) the Designated
         Lender shall not be required to make payments with respect to any
         obligations in this Agreement except to the extent of excess cash flow
         of such Designated Lender which is not otherwise required to repay
         obligations of such Designated Lender which are then due and payable;
         provided, however, that regardless of such designation and assumption
         by the Designated Lender, the Designating Lender shall be and remain
         obligated to the Company, the Administrative Agent and the Lenders for
         each and every of the obligations of the Designating Lender and its
         related Designated Lender with respect to this Agreement, including,
         without limitation, any indemnification obligations



                                      62              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

         under SECTION 11.5(c) hereof and any sums otherwise payable to the
         Company by the Designated Lender.

                  Each Designating Lender, or a specified branch or affiliate
         thereof, shall serve as the administrative agent of its Designated
         Lender and shall on behalf of its Designated Lender: (i) receive any
         and all payments made for the benefit of such Designated Lender and
         (ii) give and receive all communications and notices and take all
         actions hereunder, including, without limitation, votes, approvals,
         waivers, consents and amendments under or relating to this Agreement
         and the other Loan Papers. Any such notice, communication, vote,
         approval, waiver, consent or amendment shall be signed by a Designating
         Lender, or specified branch or affiliate thereof, as administrative
         agent for its Designated Lender and need not be signed by such
         Designated Lender on its own behalf. The Company, the Administrative
         Agent and the Lenders may rely thereon without any requirement that the
         Designated Lender sign or acknowledge the same. No Designated Lender
         may assign or transfer all or any portion of its interest hereunder or
         under any other Loan Paper, other than pursuant to an assignment to its
         Designating Lender pursuant to a pledge to its Liquidity Lender (if
         any) in accordance with SECTION 12.13(g) of this Agreement, or
         otherwise in accordance with the provisions of this SECTION 12.13.

                  (g) Notwithstanding any other provision set forth in this
         Agreement, (i) any Lender may at any time assign and pledge all or any
         portion of its Borrowings and its Note to any Federal Reserve Bank as
         collateral security pursuant to Regulation A and any Operating Circular
         issued by such Federal Reserve Bank. No such assignment shall release
         the assigning Lender from its obligations hereunder and (ii) any
         Designated Lender may at any time create a security interest in, or
         pledge, all or any portion of its rights under and interest in this
         Agreement and the Designated Lender Note held by it in favor of its
         Liquidity Bank, and such Liquidity Bank may enforce such pledge or
         security interest in any manner permitted under applicable law,
         provided that (y) such Liquidity Bank possesses the characteristics
         necessary to be an Eligible Assignee under this Agreement, and (z) no
         such pledge shall release the Designating Lender from its obligations
         hereunder or grant to such Liquidity Bank the rights of a Lender
         hereunder absent foreclosure of such pledge.

                  (h) Any Lender may furnish any information concerning the
         Company in the possession of such Lender from time to time to Eligible
         Assignees and Participants (including prospective Eligible Assignees
         and Participants), subject, however, to SECTION 12.15 hereof.

         12.14 Discharge Only Upon Payment in Full; Reinstatement in Certain
Circumstances. The Company's obligations under the Loan Papers shall remain in
full force and effect until payment in full of the Principal Debt and of all
interest, fees, and other amounts of the Obligation then due and owing, except
that SECTION 4, SECTION 10, and SECTION 12, and any other provisions under the
Loan Papers expressly intended to survive by the terms hereof or by the terms of
the applicable Loan Papers, shall survive such termination. If at any time any
payment of the principal of or interest on any Note or any other amount payable
by the Company under any Loan Paper is rescinded or must be otherwise restored
or returned upon the insolvency, bankruptcy, or reorganization of the Company or
otherwise, the obligations of the Company under the Loan Papers with respect to
such payment shall be reinstated as though such payment had been due but not
made at such time.

         12.15 Confidentiality. Administrative Agent and each Lender (each, a
"LENDING PARTY") agrees to use its best efforts to keep confidential any
information furnished or made available to it by the Company pursuant to this
Agreement that is marked confidential; provided that nothing herein shall
prevent any Lending Party from disclosing such information (a) to any other
Lending Party or any officer, director, employee, agent, or advisor of any
Lending Party, (b) to its auditors, accountants, legal counsel or other
professional advisors,



                                      63              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT

<PAGE>

(c) as required by any law, rule, or regulation, (d) upon the order of any court
or administrative agency, (e) upon the request or demand of any regulatory
agency or authority, (f) that is or becomes available to the public or that is
or becomes available to any Lending Party other than as a result of a disclosure
by any Lending Party prohibited by this Agreement, (g) in connection with any
litigation to which such Lending Party or any of its affiliates may be a party,
(h) to the extent necessary in connection with the exercise of any remedy under
this Agreement or any other Loan Paper, and (i) subject to provisions
substantially similar to those contained in this Section, to any Affiliate of
any Lending Party or to any actual or proposed participant or assignee. The
Company hereby consents to the disclosure of any non-public information with
respect to it which is related to this transaction by any Designated Lender to
any rating agency, commercial paper dealer, or provider of a surety, guaranty or
credit or liquidity enhancement to such Designated Lender.

         12.16 No Bankruptcy Proceedings. Each of the Company, the Lenders and
the Administrative Agent agrees that it will not institute against any
Designated Lender or join any other Person in instituting against any Designated
Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding under any federal or state bankruptcy or similar law, for one year
and one day after the payment in full of the latest maturing commercial paper
note issued by such Designated Lender; provided that the Designating Lender
hereby agrees to indemnify, save and hold harmless the Company, each Lender and
the Administrative Agent for any loss, cost, damage and expense arising out of
their inability to institute any such proceeding against its Designated Lender.

         12.17 Guaranties. As an inducement to the Administrative Agent and the
Lenders to enter into this Agreement, each Guarantor has executed and delivered
to the Administrative Agent this Agreement to (i) ratify and reaffirm their
respective obligations under the LLC Guaranty and the Holdings Guaranty, as
applicable, and (ii) evidence its acknowledgement, consent, and agreement (a) to
the execution, delivery, and performance of this Agreement by the Company, and
(b) that this Agreement in no way releases, diminishes, impairs, reduces, or
otherwise adversely affects any guaranties, assurances, or other obligations or
undertakings of such Guarantor under any Loan Paper.

         12.18 Existing Defaults of No Effect. Any default which has occurred
and is continuing under the Existing Loan Agreement, if any, shall, upon the
satisfaction of the conditions set forth in SECTION 6.1, be deemed to be fully
and completely remedied and of no further force and effect, except to the extent
that the event or condition causing such default shall constitute a Default or a
Potential Default under this Agreement. Without limiting the generality of the
foregoing, the Lenders hereby waive the condition precedent to the effectiveness
of the Fifth Amendment to Term Loan Agreement dated as of July 31, 2002 (the
"Fifth Amendment") that the Company provide a satisfactory legal opinion of its
special counsel, Skadden Arps, Slate, Meagher & Flom LLP contained in Paragraph
3(d) of the Fifth Amendment.

         EXECUTED on the respective dates shown on the signature pages hereto,
but effective as of the Closing Date.


                     [REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGES FOLLOW.]




                                      64              FIRST AMENDED AND RESTATED
                                                             TERM LOAN AGREEMENT
<PAGE>

         Signature Page to that certain First Amended and Restated Term Loan
Agreement dated as of October __, 2002, among The Williams Companies, Inc., as
the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein.




Address for notices

One Williams Center, Suite 5000             THE WILLIAMS COMPANIES, INC.,
Tulsa, Oklahoma 74172                       a Delaware corporation
Attention:  Treasurer
Telephone No.: (918) 573-5551
Facsimile No.: (918) 573-2065               By:
                                                -------------------------------
                                            Name:  James G. Ivey
                                            Title: Treasurer


With a copy to:

One Williams Center, Suite 4100
Tulsa, Oklahoma 74172
Attention: Associate General Counsel
Telephone No.: (918) 573-2613
Facsimile No.: (918) 573-4503




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



Address for notices
One Williams Center, Suite 5000          WILLIAMS GAS PIPELINE COMPANY, L.L.C.
Tulsa, Oklahoma 74172
Attn: Treasurer
Telephone No.: (918) 573-5551
Facsimile No.: (918) 573-2065            By:      /s/ James G. Ivey
                                            -----------------------------------
                                         Name:    James G. Ivey
                                              ---------------------------------
                                         Title:   Assistant Treasurer
                                               --------------------------------


With a copy to:

One Williams Center, Suite 4100
Tulsa, Oklahoma 74172
Attn:    Associate General Counsel
Telephone No.: (918) 573-2613
Facsimile No.: (918) 573-4503




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.


Address for notices
One Williams Center, Suite 5000             WILLIAMS PRODUCTION HOLDINGS L.L.C.
Tulsa, Oklahoma 74172
Attn:  Treasurer
Telephone No.: (918) 573-5551
Facsimile No.: (918) 573-2065               By:      /s/ Ralph A. Hill
                                               --------------------------------
                                            Name:    Ralph A. Hill
                                                 ------------------------------
                                            Title:   Senior Vice President
                                                  -----------------------------


With a copy to:

One Williams Center, Suite 4100
Tulsa, Oklahoma 74172
Attn:  Associate General Counsel
Telephone No.: (918) 573-2613
Facsimile No.: (918) 573-4503




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



1301 Avenue of the Americas             CREDIT LYONNAIS NEW YORK BRANCH,
New York, New York 10019                as Administrative Agent and as a Lender


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


With a copy to:
1301 Travis Street, Suite 2100
Houston, Texas 77002
Attention: Mr. Richard Kaufman
Telephone No.: 713-890-8605
Facsimile No.: 713-890-8666




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



1230 Peachtree Street, Suite 3500   COMMERZBANK AG NEW YORK AND GRAND
Atlanta, Georgia 30309              CAYMAN BRANCHES, as Syndication Agent,
Attn: Brian Campbell                as a Lender and as a Designating Lender
Telephone: (404) 888-6518
Facsimile: (404) 888-6539
                                    By:      /s/ Harry Yergey
                                       ----------------------------------------
                                    Name:    Harry Yergey
                                         --------------------------------------
                                    Title:   Senior Vice President and Manager
                                          -------------------------------------


                                    By:      /s/ Brian Campbell
                                       ----------------------------------------
                                    Name:    Brian Campbell
                                         --------------------------------------
                                    Title:   Senior Vice President
                                          -------------------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]


<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



                               FOUR WINDS FUNDING CORPORATION,
                               as a Designated Lender


                               By       COMMERZBANK AKTIENGESELLCHAFT, as
                                        Administrator and Attorney-in-Fact

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


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




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.


1100 Louisiana Street, Suite 3000        THE BANK OF NOVA SCOTIA,
Houston, Texas 77002                     as Documentation Agent and as a Lender
Attn:    Joe Latanzie
Telephone:  (713) 759-3435
Facsimile:  (713) 752-2425               By:
                                            -----------------------------------
                                         Name:
                                              ---------------------------------
                                         Title:
                                                -------------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



1020 19th Street, NW, Suite 500         ABU DHABI INTERNATIONAL BANK INC.,
Washington, DC 20036                    as a Lender
Attn:  David Young
Telephone: (202) 842-7956
Facsimile: (202) 842-7955               By:      /s/ David J. Young
                                           ------------------------------------
                                        Name:    David J. Young
                                             ----------------------------------
                                        Title:   Vice President
                                              ---------------------------------


                                        By:      /s/ Nagy S. Kolta
                                           ------------------------------------
                                        Name:    Nagy S. Kolta
                                             ----------------------------------
                                        Title:   Executive Vice President
                                              ---------------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.

470 Park Avenue South                       BANK POLSKA KASA OPIEKI S.A.,
32nd Street, 15th Floor                     as a Lender
New York, New York 10016
Attn:    Hussein El-Tawil
Telephone: (212) 251-1245
Facsimile: (212) 679-5910                   By:      /s/ Hussein El-Tawil
                                                -------------------------------
                                            Name:    Hussein El-Tawil
                                                  -----------------------------
                                            Title:   Vice President
                                                   ----------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



333 West 34th Street, 8th Floor         SALOMON BROTHERS HOLDING COMPANY, INC.
New York, NY 10001                      as a Lender
Attn: Shawn Bernet
Telephone: (212) 615-9142
Facsimile: (212) 615-9149               By:      /s/ Shawn Bernet
                                           ------------------------------------
                                        Name:    Shawn Bernet
                                             ----------------------------------
                                        Title:   Assistant Vice President
                                              ---------------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



685 3rd. Ave. 29th Floor,                   CHANG HWA COMMERCIAL BANK, LTD.,
New York, New York 10017                    NEW YORK BRANCH, as a Lender
Attn:    Peter Lien
Telephone: (212) 651-9770
Facsimile: (212) 651-9785                   By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]
<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



76 Madison Avenue, 12th Floor               FIRST COMMERCIAL BANK - NEW YORK
New York, New York 10016                    AGENCY, as a Lender
Attn:    Max Kwok
Telephone: (212) 684-9248
Facsimile: (212) 684-9315                   By:      /s/ Bruce M.J. Ju
                                               --------------------------------
                                            Name:    Bruce M.J. Ju
                                                  -----------------------------
                                            Title:   VP/General Manager
                                                  -----------------------------



[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



380 Madison Avenue, 21st Floor              GULF INTERNATIONAL BANK,
New York, New York 10017                    as a Lender
Attn:    Bill Shepard
Telephone:  (212) 922-2323
Facsimile:  (212) 922-2309                  By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------


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




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]
<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



200 Madison Avenue, Suite 20007             HUA NAN COMMERCIAL BANK, LTD.,
New York, New York 10016                    as a Lender
Attn:    Frank Tang
Telephone: (646) 435-1881
Facsimile: (212) 417-9341                   By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



150 East 42nd Street, 29th Floor           BAYERISCHE HYPO-UND
New York, New York 10017                   VEREINSBANK AG, NEW YORK
Attn:    Steve Atwell                      BRANCH, as a Lender
Telephone: (212) 672-5458
Facsimile: (212) 672-5530
                                           By:      /s/ Steve Atwell
                                              ---------------------------------
                                           Name:    Steve Atwell
                                                -------------------------------
                                           Title:   Director
                                                 ------------------------------



                                           By:      /s/ Shannon Batchman
                                              ---------------------------------
                                           Name:    Shannon Batchman
                                                -------------------------------
                                           Title:   Director
                                                 ------------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



245 Peachtree Center Avenue, Suite 2550         KBC BANK N.V., as a Lender
Atlanta, Georgia 30303
Attn:    Filip Ferrante
Telephone: (404) 584-5466
Facsimile: (404) 584-5465                       By:      /s/ Robert Snauffer
                                                   ----------------------------
                                                Name:    Robert Snauffer
                                                      -------------------------
                                                Title:   First Vice President
                                                      -------------------------


                                                By:      /s/ Eric Raskin
                                                   ----------------------------
                                                Name:    Eric Raskin
                                                     --------------------------
                                                Title:   Vice President
                                                      -------------------------

With a copy to:

125 West 55th Street
New York, New York 10019
Attn:    Diane Grimmig
Telephone:  (212) 541-0707
Facsimile:  (212) 541-0784




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



Grosse Bleiche 54-56                         LANDESBANK RHEINLAND-PFALZ,
Mainz, Germany 55098                         GIROZENTRALE,
Attn:    Daniel Juncker                      as a Lender
Telephone: (011) 49-61-31-133374
Facsimile: (011) 49-61-31-132599
                                             By:      /s/ Signature not legible
                                                -------------------------------
                                             Name:    Name not legible
                                                  -----------------------------
                                             Title:   Vice President
                                                   ----------------------------


                                             By:      /s/ Signature not legible
                                                -------------------------------
                                             Name:    Name not legible
                                                  -----------------------------
                                             Title:   Manager
                                                   ----------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



Ursulinenstra(beta)e 2                   LANDESBANK SAAR GIROZENTRALE,
66111 Saarbrucken, Germany               as a Lender
Attn:  Rolf Buchholz
Telephone: (011) 49-681-383-1304
Facsimile: (011) 49-681-383-1208         By:      /s/ Ulrich Hildebrandt
                                            -----------------------------------
                                         Name:    Ulrich Hildebrandt
                                              ---------------------------------
                                         Title:   Senior Vice President
                                               --------------------------------



                                         By:      /s/ Jorg Weber
                                            -----------------------------------
                                         Name:    Jorg Weber
                                              ---------------------------------
                                         Title:   Manager
                                               --------------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



Martensdamm 6                                 LANDESBANK SCHLESWIG-HOLSTEIN
Kiel, Germany 24103                           GIROZENTRALE, as a Lender
Attn:    Kerstin Spaeter
Telephone:  (011) 49-431-900-2765
Facsimile   (011) 49-431-900-17 94            By:      /s/ Dr. Nikolai Ulrich
                                                 ------------------------------
                                              Name:    Dr. Nikolai Ulrich
                                                   ----------------------------
                                              Title:   Vice President
                                                    ---------------------------



                                              By:      /s/ Andrea Kremser
                                                 ------------------------------
                                              Name:    Andrea Kremser
                                                   ----------------------------
                                              Title:   Assistant Vice President
                                                    ---------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



811 Wilshire Boulevard, Suite 1900          LAND BANK OF TAIWAN, LOS ANGELES
Los Angeles, California 90017               BRANCH, as a Lender
Attn:  Jonathan Kuo
Telephone: (213) 532-3789
Facsimile: (213) 532-3766                   By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]


<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



2250 East 73rd Street, Suite 200             LOCAL OKLAHOMA BANK, N.A.,
Tulsa, Oklahoma 74136                        as a Lender
Attn:    Elisabeth Blue
Telephone:  (918) 497-2422
Facsimile:  (918) 497-2497                   By:      /s/ Elisabeth F. Blue
                                                -------------------------------
                                             Name:    Elisabeth F. Blue
                                                  -----------------------------
                                             Title:   Senior Vice President
                                                   ----------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



299 Park Avenue, 17th Floor                   NATIONAL BANK OF KUWAIT, S.A.K.,
New York, New York 10171                      GRAND CAYMAN BRANCH, as a Lender
Attn:  Wendy Wanninger
Telephone: (212) 303-9807
Facsimile: (212) 888-2958                     By:      /s/ Robert J. McNeill
                                                 ------------------------------
                                              Name:    Robert J. McNeill
                                                   ----------------------------
                                              Title:   Executive Manager
                                                    ---------------------------


                                              By:      /s/ Muhannad Kamal
                                                 ------------------------------
                                              Name:    Muhannad Kamal
                                                   ----------------------------
                                              Title:   General Manager
                                                    ---------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]



<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



1200 Smith Street, Suite 3100        BNP PARIBAS, as a Lender
Houston, Texas 77002
Attn:    Mark Cox
Telephone: (713) 982-1152
Facsimile: (713) 859-6915            By:     /s/ Mark A. Cox and Larry Robinson
                                        ---------------------------------------
                                     Name:   Mark A. Cox and Larry Robinson
                                          -------------------------------------
                                     Title:  Director and Vice President
                                           -------------------------------------


With a copy to:

1200 Smith Street, Suite 3100
Houston, Texas 77002
Attn:    David Dodd
Telephone: (713) 982-1156
Facsimile: (713) 859-6915




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



135 Bishopsgate                             THE ROYAL BANK OF SCOTLAND PLC,
London, England EC2M 3UR                    as a Lender
Attn:    Jane Woodley
Telephone: (011) 44-207-375-5724
Facsimile: (011) 44-207-375-5919            By:
                                               --------------------------------
                                            Name:
                                                 ------------------------------
                                            Title:
                                                  -----------------------------



With a copy to:

JP Morgan Chase Towers
600 Travis, Suite 6070
Houston, Texas 77002
Attn:    Adam Pettifer
Telephone: (713) 221-2416
Facsimile: (713) 221-2430




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]

<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.



277 Park Avenue, 6th Floor            SUMITOMO MITSUI BANKING
New York, New York 10172              CORPORATION, as a Lender
Attn:    Kenneth Austin
Telephone: (212) 224-4043
Facsimile: (212) 224-4384             By:  /s/ Leo E. Paqariqan
                                          -------------------------------------
                                      Name:    Leo E. Paqariqan
                                           ------------------------------------
                                      Title:   Senior Vice President
                                            -----------------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]



<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.


1221 McKinney Street, Suite 4100      MIZUHO CORPORATE BANK, LTD., as a Lender
Houston, Texas 77010
Attn:   Jacques Azagury
Telephone: (713) 650-7845
Facsimile: (713) 759-0717             By:  /s/ Jacques Azagury
                                         --------------------------------------
                                      Name: Jacques Azagury
                                           ------------------------------------
                                      Title:  Senior Vice President and Manager
                                            -----------------------------------


With a copy to:

1221 McKinney Street, Suite 4100
Houston, Texas 77010
Attn:    Scott Chappell
Telephone: (713) 650-7828
Facsimile:  (713) 759-0717




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]


<PAGE>


Signature Page to that certain First Amended and Restated Term Loan Agreement
dated as of October __, 2002, among The Williams Companies, Inc., as the
Company, Credit Lyonnais New York Branch, as Administrative Agent and as a
Lender, Commerzbank AG, as Syndication Agent and as a Lender, The Bank of Nova
Scotia, as Documentation Agent and as a Lender, and certain Lenders named
therein, including the undersigned.


55 East 52nd Street                       UFJ BANK LIMITED, as a Lender
New York, New York 10055
Attn:    Ryoichi Konishi
Telephone: (212) 339-6172
Facsimile: (212) 754-2360                 By: /s/ L.J. Perenyl
                                             ----------------------------------
                                          Name:    L.J. Perenyl
                                               --------------------------------
                                          Title:   Vice President
                                                -------------------------------




[THIS IS A SIGNATURE PAGE TO THE FIRST AMENDED AND RESTATED TERM LOAN AGREEMENT]


<PAGE>

                                    EXHIBIT A

                                FORM OF TERM NOTE

$_______________                                               October __, 2002


FOR VALUE RECEIVED, the undersigned, THE WILLIAMS COMPANIES, INC., a Delaware
corporation ("THE COMPANY"), hereby promises to pay to the order of (the
"LENDER"), at the offices of CREDIT LYONNAIS NEW YORK BRANCH, as Administrative
Agent for the Lender and others as hereinafter described, on the Maturity Date,
the lesser of (i) ($ ) and (ii) the aggregate Principal Debt disbursed by the
Lender to the Company and outstanding and unpaid on the Maturity Date (together
with accrued and unpaid interest thereon).

         This note has been executed and delivered under, and is subject to the
terms of, the First Amended and Restated Term Loan Agreement, dated as of
October 31, 2002 (as amended, modified, supplemented, or restated from time to
time, the "AGREEMENT"), among the Company, the Lender and other lenders named
therein, and the Administrative Agent, and is one of the "Term Notes" referred
to therein. Unless defined herein, capitalized terms used herein that are
defined in the Agreement have the meaning given to such terms in the Agreement.
Reference is made to the Agreement for provisions affecting this note regarding
applicable interest rates, principal and interest payment dates, final maturity,
voluntary and mandatory prepayments, acceleration of maturity, exercise of
Rights, payment of attorneys' fees, court costs and other costs of collection,
certain waivers by the Company and others now or hereafter obligated for payment
of any sums due hereunder and security for the payment hereof. Without limiting
the immediately preceding sentence, reference is made to SECTION 3.8 of the
Agreement for usury savings provisions.

         THE LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA
SHALL GOVERN THE RIGHTS AND DUTIES OF THE COMPANY AND THE LENDER AND THE
VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION HEREOF.

                                  THE WILLIAMS COMPANIES, INC.


                                  By
                                     ----------------------------------------
                                     James G. Ivey
                                     Treasurer


                                                                       Exhibit A
<PAGE>


                                    EXHIBIT B

                          FORM OF NOTICE OF CONVERSION

                             -------------- --, ----

Credit Lyonnais New York Branch,
         as Administrative Agent for the
         Lenders as defined in the First
         Amended and Restated Term
         Loan Agreement referred to below
1301 Avenue of the Americas
New York, New York 10019

Attn:
         ------------------------------
         Fax:  (214)
                    --------------

         Reference is made to (i) the First Amended and Restated Term Loan
Agreement, dated as of October 31, 2002 (as amended, modified, supplemented, or
restated from time to time, "AGREEMENT"), among the undersigned, the Lenders
named therein, and the Administrative Agent. Capitalized terms used herein and
not otherwise defined herein shall have the meanings assigned to such terms in
the Agreement. The undersigned hereby gives you notice pursuant to SECTION 3.10
of the Agreement that it elects to convert a Borrowing from one Type to another
Type or elects a new Interest Period for a Eurodollar Rate Borrowing, and in
that connection, sets forth below the terms on which such election is requested
to be made:

<Table>
<S>     <C>                                                             <C>    <C>
(A)      Borrowing Date of Borrowing*                                   (A)
                                                                               -----------------

(B)      Amount of Borrowing**                                          (B)
                                                                               -----------------


(C)      Type of Borrowing***                                           (C)
                                                                               -----------------


(D)      For conversion to, or continuation of, a Eurodollar Rate
         Borrowing, the Interest Period and the last day thereof****    (D)
                                                                               -----------------
</Table>


         On the date the rate is set, please confirm the interest rate below and
return by facsimile transmission to _________________________________________.

                                   Very truly yours,

                                   THE WILLIAMS COMPANIES, INC.


                                   By:
                                      ------------------------------------------
                                   (Name):
                                          --------------------------------------
                                   (Title)
                                          --------------------------------------

Term Facility Rate:
                   -----------------

Confirmed by:
             -------------------------------


      *  Must be a Business Day at least three (3) Business Days following
         receipt by Administrative Agent of this Notice of Conversion from a
         Base Rate Borrowing to a Eurodollar Rate Borrowing or a continuation of
         a Eurodollar Rate Borrowing for an additional Interest Period.

    **   Not less than $5,000,000 or an integral multiple of $1,000,000.

   ***   Eurodollar Rate Borrowing or Base Rate Borrowing.

  ****   Eurodollar Rate Borrowing -- 1, 2, 3, or 6 months. In no event may the
         Interest Period end after the Maturity Date.


                                                                       Exhibit B
<PAGE>


                                    EXHIBIT C

                   FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT


         Reference is made to the First Amended and Restated Term Loan Agreement
dated as of October 31, 2002 (as amended, modified, supplemented, or restated
from time to time, the "AGREEMENT") among THE WILLIAMS COMPANIES, INC., a
Delaware corporation (the "COMPANY"), the Lenders, (each such term as defined in
the Agreement), and CREDIT LYONNAIS NEW YORK BRANCH, as the Administrative Agent
for Lenders ("ADMINISTRATIVE AGENT"). Capitalized terms used herein and not
otherwise defined herein shall have the meanings assigned to such terms in the
Agreement.

         The "ASSIGNOR" and the "ASSIGNEE" referred to on SCHEDULE 1 agree as
follows:

         1. The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation or warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, an
interest in and to the Assignor's Rights and obligations under the Agreement and
the related Loan Papers as of the date hereof equal to the percentage interest
specified on SCHEDULE 1. After giving effect to such sale and assignment, the
Assignor's and the Assignee's amount of the Borrowings under the Term Facility
owing to each of them will be as set forth on SCHEDULE 1.

         2. The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation or
warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Loan Papers or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of the Loan Papers or any other instrument or document furnished pursuant
thereto; (iii) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of any party to any Loan Paper or the
performance or observance by any such party of any of its obligations under the
Loan Papers or any other instrument or document furnished pursuant thereto; and
(iv) attaches the Note held by the Assignor and requests that Administrative
Agent exchange such Note for new Notes. Such new Notes shall be prepared in
accordance with the provisions of SECTION 3.1(a) of the Agreement and will
reflect the respective Borrowings of the Assignee and the Assignor after giving
effect to this Assignment and Acceptance.

         3. The Assignee (i) confirms that it has received a copy of the
Agreement, together with copies of the current financials statements of the
Company furnished pursuant to the Agreement and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Acceptance; (ii) agrees that it will,
independently and without reliance upon the Administrative Agent, the Assignor,
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Agreement; (iii) confirms that it is an
Eligible Assignee; (iv) appoints and authorizes Administrative Agent to take
such action as Administrative Agent on its behalf and to exercise such powers
and discretion under the Agreement as are delegated to Administrative Agent by
the terms thereof, together with such powers and discretion as are reasonably
incidental thereto; (v) agrees that it will perform in accordance with their
terms all of the obligations that by the terms of the Agreement are required to
be performed by it as a Lender.

         4. Following the execution of this Assignment and Acceptance, it will
be delivered to Administrative Agent for acceptance and recording by the
Administrative Agent. The effective date for this Assignment and Acceptance (the
"EFFECTIVE DATE") shall be the date of acceptance hereof by Administrative
Agent, unless otherwise specified on SCHEDULE 1.



                                                                       Exhibit C
<PAGE>



         5. Upon such acceptance and recording by Administrative Agent, as of
the Effective Date, (i) the Assignee shall be a party to the Agreement and, to
the extent provided in this Assignment and Acceptance, have the Rights and
obligations of a Lender thereunder, and (ii) the Assignor shall, to the extent
provided in this Assignment and Acceptance, relinquish its Rights and be
released from its obligations under the Agreement.

         6. Upon such acceptance and recording by Administrative Agent, from and
after the Effective Date, Administrative Agent shall make all payments under the
Agreement, the Notes, and loan accounts in respect of the interest assigned
hereby (including, without limitation, all payments of principal, interest, and
commitment fees and other fees with respect thereto) to the Assignee. The
Assignor and Assignee shall make all appropriate adjustments in payments under
the Agreement and the other Loan Papers for periods prior to the Effective Date
directly between themselves.

         7. Unless the Assignee is a Lender or an Affiliate of a Lender (and
this sale and assignment is not made in connection with the sale of such
Affiliate), this Assignment and Acceptance may be conditioned upon the consent
of the Company and Administrative Agent pursuant to the definition of "Eligible
Assignee" in the Agreement. The execution and delivery of this Assignment and
Acceptance by the Company and Administrative Agent is evidence of this consent.

         8. As contemplated by SECTION 12.13(b)(vi) of the Agreement, the
Assignor or the Assignee (as determined between the Assignor and the Assignee)
agrees to pay to Administrative Agent for its account on the Effective Date in
federal funds a processing fee of $3,000.

         9. THIS ASSIGNMENT AND ACCEPTANCE SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE UNITED STATES OF
AMERICA AND THE STATE OF NEW YORK.

         10. This Assignment and Acceptance may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of SCHEDULE 1 to this Assignment and Acceptance by Telecopied shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

         IN WITNESS WHEREOF, the Assignor and the Assignee have caused SCHEDULE
1 to this Assignment and Acceptance to be executed by their officers hereunto
duly authorized as of the date specified thereon.



                                                                       Exhibit C
<PAGE>


                                   SCHEDULE 1
                                       to
                       ASSIGNMENT AND ACCEPTANCE AGREEMENT
                                 (TERM FACILITY)



<Table>
<S>  <C>                                                                                      <C>
1.   Assigned Interest:

     (a)   Aggregate Borrowings owed to Assignor, immediately
           prior to giving effect to the assignment to Assignee                                $
                                                                                                -------------------

     (b)   Percentage Interest in Borrowings being assigned to
           Assignee by Assignor.                                                                                  %
                                                                                               -------------------

2.   Adjustments after giving effect to Assignment between Assignor and Assignee:

     (a)   Assignor's aggregate Borrowings                                                     $
                                                                                                -------------------

     (b)   Assignee's Borrowings acquired from Assignor pursuant to
           this Assignment                                                                     $
                                                                                                -------------------


3.   Effective Date (if other than date of acceptance by Administrative
     Agent):                                                                    *                  ,
                                                                                 -------------- ---  ------
</Table>



                                                                       Exhibit C
<PAGE>


                                   SCHEDULE 1
                                       to
                       ASSIGNMENT AND ACCEPTANCE AGREEMENT
                                 (TERM FACILITY)
                                  (PAGE 2 OF 2)




                                  [NAME OF ASSIGNOR], as Assignor


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

                                  Dated:                         ,
                                        -------------------- ----  ------


                                  [NAME OF ASSIGNEE], as Assignee


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

                                  Dated:                         ,
                                        -------------------- ----  ------



                                                                       Exhibit C
<PAGE>


     If SECTION 12.13(b) and CLAUSE (c) of the definition of "Eligible Assignee"
of the Agreement so require, the Company and Administrative Agent consent to
this Assignment and Acceptance.

                                      THE WILLIAMS COMPANIES, INC.,
                                      as The Company


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

                                      Dated:                         ,
                                            -------------------- ----  ------


                                      CREDIT LYONNAIS NEW YORK BRANCH,
                                      as Administrative Agent


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

                                      Dated:                         ,
                                            -------------------- ----  ------


     *     This date should be no earlier than five Business Days after the
           delivery of this Assignment and Acceptance to Administrative Agent.



                                                                       Exhibit C
<PAGE>


                                   EXHIBIT D-1

      FORM OF OPINION OF GENERAL COUNSEL OF THE COMPANY AND THE GUARANTORS







                                                                     Exhibit D-1

<PAGE>


                                   EXHIBIT D-2

                   FORM OF OPINION OF NEW YORK COUNSEL TO THE
                           COMPANY AND THE GUARANTORS







                                                                     Exhibit D-2
<PAGE>



                                    EXHIBIT E

                          FORM OF DESIGNATION AGREEMENT

                          Dated _________________, 2000

         Reference is made to that certain First Amended and Restated Term Loan
Agreement dated as of October 31, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Agreement") by and among The Williams
Companies, Inc. (the "Company"), the Lenders parties thereto, and Credit
Lyonnais, New York Branch, as Administrative Agent (the "Administrative Agent").
Terms defined in the Agreement are used herein with the same meaning.

         [NAME OF DESIGNATING LENDER] (the "Designating Lender"), [NAME OF
DESIGNEE] (the "Designee"), the Administrative Agent and the Company agree as
follows:

         1. Pursuant to SECTION 2.1(b) of the Agreement, the Designating Lender
hereby designates the Designee, and the Designee hereby accepts such
designation, to have a right to fund Borrowings pursuant to SECTION 2.1(a) of
the Agreement. Any delegation by Designating Lender to Designee of its rights to
fund Borrowings pursuant to such SECTION 2.1(b) shall be effective at the time
of the funding of such Borrowing and not before such time.

         2. Except as set forth in SECTION 7 below, the Designating Lender makes
no representation or warranty and assumes no responsibility pursuant to this
Designation Agreement with respect to (a) any statements, warranties or
representations made in or in connection with any Loan Paper or the execution,
legality, validity, enforceability, genuineness, sufficiency or value of any
Loan Paper or any other instrument and document furnished pursuant thereto and
(b) the financial condition of the Company or the performance or observance by
the Company of any of its obligations under any Loan Paper or any other
instrument or document furnished pursuant thereto.

         3. The Designee (a) confirms that it has received a copy of each Loan
Paper, together with copies of the financial statements referred to in SECTIONS
7.5 and 8.2 of the Agreement and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Designation Agreement; (b) agrees that it will independently and without
reliance upon the Administrative Agent, the Designating Lender or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under any Loan Paper; (c) confirms that it is a Designated Lender; (d)
appoints and authorizes the Administrative Agent to take such action as
Administrative Agent on its behalf and to exercise such powers and discretion
under any Loan Paper as are delegated to the Administrative Agent by the terms
thereof, together with such powers and discretion as are reasonably incidental
thereto; and (e) agrees that it will perform in accordance with their terms all
of the obligations which by the terms of any Loan Paper are required to be
performed by it as a Lender.

         4. The Designee hereby appoints [Designating Lender or a specified
branch or affiliate of Designating Lender] as Designee's Administrative Agent
and attorney in fact and grants to [Designating Lender or a specified branch or
affiliate of Designating Lender] an irrevocable power of attorney to receive
payments made for the benefit of Designee under the Agreement, to deliver and
receive all communications and notices under the Agreement and other Loan Papers
and to exercise on Designee's behalf all rights to vote and to grant and make
approvals, waivers, consents of amendments to or under the Agreement or other
Loan Papers. Any document executed by such Administrative Agent on the
Designee's behalf in connection with



                                                                       Exhibit E

<PAGE>

the Agreement or other Loan Papers shall be binding on the Designee. The
Company, the Administrative Agent and each of the Lenders may rely on and are
beneficiaries of the preceding provisions.

         5. Following the execution of this Designation Agreement by the
Designating Lender, its Designee and the Company, it will be delivered to the
Administrative Agent for acceptance and recording by the Administrative Agent.
The effective date for this Designation Agreement (the "Effective Date") shall
be the date of acceptance hereof by the Administrative Agent, unless otherwise
specified on the signature page thereto.

         6. Each of the Company, the Designating Lender and the Administrative
Agent hereby (i) acknowledges that the Designee is relying on the non-petition
provisions of SECTION 12.16 of the Agreement as agreed to by all signatories
thereto and (ii) reaffirms that it will not institute against the Designee or
join any other Person in instituting against the Designee any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
federal or state bankruptcy or similar law for one year and one day after the
payment in full of the latest maturing commercial paper note issued by the
Designee.

         7. The Designating Lender unconditionally agrees to pay or reimburse
the Designee and save the Designee harmless against all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
or asserted by any of the parties to the Loan Papers against the Designee, in
its capacity as such, in any way relating to or arising out of this Agreement or
any other Loan Papers or any action taken or omitted by the Designee hereunder
or thereunder, provided that the Designating Lender shall not be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements if the same results from the
Designee's gross negligence or willful misconduct.

         8. Upon such acceptance and recording by the Administrative Agent, as
of the Effective Date, the Designee shall be a party to the Agreement with a
right to fund Borrowings as a Designated Lender pursuant to SECTION 2.1(b) of
the Agreement and the rights and obligations of a Designated Lender related
thereto; provided, however, that the Designee shall not be required to make
payments with respect to such obligations except to the extent of excess cash
flow of the Designee which is not otherwise required to repay obligations of the
Designee Lender which are then due and payable. Notwithstanding the foregoing,
the [Designating Lender or a specified branch or affiliate of Designating
Lender], as administrative agent for the Designee, shall be and remain obligated
to the Company, the Administrative Agent and the Lenders for each and every of
the obligations of the Designee and the Designating Lender with respect to the
Agreement, including, without limitation, any indemnification obligations under
SECTION 11.5(c) of the Agreement and any sums otherwise payable to the Company
by the Designee.

         9. This Designation Agreement shall be governed by and construed in
accordance with the laws of the State of New York.

         10. This Designation Agreement may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same agreement. Delivery of an executed
counterpart of a signature page to this Designation Agreement by facsimile
transmission shall be effective as delivery of a manually executed counterpart
of this Designation Agreement.

                                                                       Exhibit E

<PAGE>
         IN WITNESS WHEREOF, the Designating Lender and the Designee intending
to be legally bound, have caused this Designation Agreement to be executed by
their officers hereunto duly authorized as of the date first above written.

                                      [NAME OF DESIGNATING LENDER],
                                      as Designating Lender


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


                                      [NAME OF DESIGNEE], as Designee


                                      By:
                                          -------------------------------------
                                      Title:
                                      Lending Office (and address for notices):


                                      THE WILLIAMS COMPANIES, INC.,
                                      as Company



                                      By:
                                      Title:

Accepted this ___ day
of __________, 200_                   Effective Date:


CREDIT LYONNAIS, NEW YORK BRANCH
as Administrative Agent


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



                                                                       Exhibit E
<PAGE>


                                    EXHIBIT F


              INVESTMENTS DESCRIBED IN SECTION 8.9 OF THE AGREEMENT

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

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

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



                                                                       Exhibit F
<PAGE>


                                    EXHIBIT G

               EXISTING LOANS AND INVESTMENTS IN WCG SUBSIDIARIES


<Table>
<Caption>
                                        TWC CONTINUING CONTRACTS TO WHICH WCG IS A PARTY
                                        ------------------------------------------------
                      AGREEMENT                                DATE                           PARTIES
                      ---------                                ----                           -------

<S>                                                    <C>                    <C>
Amended and Restated Administrative Services
Agreement but excluding all Service Level Agreements   23-Apr-01              TWC and WCG
included therein other than those listed below

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

Amended and Restated Administrative Services
Agreement -- Catering Services (SLA No. ASF-3)

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Restructuring Support Agreement                        23-Feb-02              TWC and WCG

Shareholder Agreement                                  23-Apr-01              TWC and WCG

Trademark License Agreement                            23-Apr-01              TWC and WCG

Guaranty Indemnification                               26-Jul-02              TWC and WCG Agreement

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

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

Agreement Of Purchase And Sale And Construction        26-Feb-01 (as          Williams Headquarters Building Company
Completion                                             amended 13-Mar-01,     and WCL
                                                       13-April-01,
                                                       13-Sep-01, 30-Apr-02
</Table>



                                                                       Exhibit G
<PAGE>

<Table>
<Caption>
                                        TWC CONTINUING CONTRACTS TO WHICH WCG IS A PARTY
                                        ------------------------------------------------
                      AGREEMENT                                DATE                           PARTIES
                      ---------                                ----                           -------

<S>                                                    <C>                    <C>
Agreement To Terminate Aircraft Dry Lease -- N352WC    27-Mar-02              Williams Aircraft Leasing, LLC (a TWC
                                                                              subsidiary) and WCL

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Lease Agreement                                        1-Jan-97               Williams Natural Gas Company (a TWC
                                                                              subsidiary now known as Williams Gas
                                                                              Pipelines Central, Inc.) and WCL

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

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

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

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

Nondisclosure Agreement                                29-Oct-01              TWC and WCL

Northwest Plaza Level Amended and Restated Lease       1-Jan-99 (as amended   Original Amended and Restated Lease
Agreement                                              31-Dec-00)             Agreement between Williams
</Table>


                                                                       Exhibit G
<PAGE>

<Table>
<Caption>
                                        TWC CONTINUING CONTRACTS TO WHICH WCG IS A PARTY
                                        ------------------------------------------------
                      AGREEMENT                                DATE                           PARTIES
                      ---------                                ----                           -------

<S>                                                    <C>                    <C>
                                                                              Headquarters Building Company, Landlord,
                                                                              and WCL, Tenant; amendment between
                                                                              TWC, Sublessor, and WCG, Sublessee

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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



                                                                       Exhibit G
<PAGE>

<Table>
<Caption>
                                        TWC CONTINUING CONTRACTS TO WHICH WCG IS A PARTY
                                        ------------------------------------------------
                      AGREEMENT                                DATE                           PARTIES
                      ---------                                ----                           -------

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

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



                                                                       Exhibit G
<PAGE>


                                   SCHEDULE I

                                 PERMITTED LIENS


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

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

(c) Mechanics', materialmen's, workmen's, warehousemen's, carrier's, landlord's
or other similar Liens arising in the ordinary course of business securing
amounts incurred in the ordinary course of business which are not more than 90
days past due or are being contested in good faith by appropriate proceedings.

(d) Liens arising by reason of pledges, deposits or other security to secure
payment of workmen's compensation insurance or unemployment insurance, pension
plans or systems and other types of social security, and good faith deposits or
other security to secure tenders or leases of property or bids, in each case to
secure obligations of the Company or any of its Subsidiaries under such
insurance, tender, lease, bid or contract, as the case may be; provided,
however, that the only Liens permitted by this PARAGRAPH (d) shall be



                                                                      Schedule I
<PAGE>

Liens incurred in the ordinary course of business that do not secure any Debt or
accounts payable (other than accounts payable to the counterparties or obligees
applicable to the foregoing).

(e) Liens on deposits or other security given to secure public or statutory
obligations, or to secure or in lieu of surety bonds (other than appeal bonds)
and deposits as security for the payment of taxes or assessments or other
similar charges, in each case to secure obligations of the Company or any of its
Subsidiaries arising in the ordinary course of business; provided, however, that
the aggregate amount of obligations secured by Liens permitted by this PARAGRAPH
(e) shall not exceed 10% of Consolidated Tangible Net Worth of the Company.

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

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

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

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

(j) The Lien of taxes, customs duties or other governmental charges or
assessments that are not at the time determined (or, if determined, are not at
the time delinquent), or that are delinquent but the validity of which is being
contested in good faith by the Company or any of its Subsidiaries by appropriate
proceedings and with respect to which reserves in conformity with generally
accepted accounting principles, if required by such principles, have been
provided on the books of the Company or the relevant Subsidiary of any Company,
as the case may be.

(k) The Lien reserved in (i) leases entered into in the ordinary course of
business for rent and for compliance with the terms of the lease in the case of
real or personal property leasehold estates or (ii) leases and sub-leases
granted to others that do not materially interfere with the ordinary course of
business of the Company and its Subsidiaries, taken as a whole.

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

(m) Easements, exceptions or reservations in any property of the Company or any
of its Subsidiaries granted or reserved in the ordinary course of business for
the purpose of pipelines, roads, equipment, streets, alleys, highways,
railroads, the removal of oil, gas, coal or other minerals or timber, and other
like purposes,



                                                                      Schedule I
<PAGE>

or for the joint or common use of real property, facilities and equipment, or in
favor of governmental authorities or public utilities, in each case above which
do not materially impair the use of such property for the purposes for which it
is held by the Company or such Subsidiary.

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

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

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

(q) Zoning laws and ordinances.

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

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

(t) Liens reserved in customary oil, gas and/or mineral leases for bonus or
rental payments and for compliance with the terms of such leases and Liens
reserved in customary operating agreements, farm-out and farm-in agreements,
exploration agreements, development agreements and other similar agreements for
compliance with the terms of such agreements; provided that (i) such Liens do
not secure Debt or accounts payable (other than obligations under such lease or
agreement, as the case may be) and (ii) such leases and agreements are entered
into in the ordinary course of business.

(u) Liens arising in the ordinary course of business out of all presently
existing and future division and transfer orders, advance payment agreements,
processing contracts, gas processing plant agreements, operating agreements, gas
balancing or deferred production agreements, participation, joint venture, joint
operating, pooling, unitization or communitization agreements, pipeline,
gathering or transportation agreements, tariffs, platform agreements, drilling
contracts, injection or repressuring agreements, cycling agreements,
construction agreements, salt water or other disposal agreements, leases,
sub-leases or rental agreements, royalty interests, overriding royalty
interests, farm-out and farm-in agreements, exploration and development
agreements, and any and all other contracts or agreements covering, arising out
of, used or useful in connection with or pertaining to the exploration,
development, operation, production, sale, use, purchase, exchange, storage,
separation, dehydration, treatment, compression, gathering, transportation,
processing, improvement, marketing, disposal or handling of any property of a
Person (each such order, agreement or contract being a "Subject Document"),
provided that and to the extent that (i) such Subject Documents are entered into
the ordinary course of business and contain terms customary for such documents
in the industry, (ii) such permitted Liens shall not include any security
interests in accounts receivable or other receivables and do not secure Debt or
accounts payable (other than accounts payable arising under the particular
Subject Document



                                                                      Schedule I
<PAGE>

that creates the Lien), and (iii) such Subject Documents do not create nor do
such Liens secure Financing Transactions.

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

(w) Liens arising pursuant to the L/C Collateral Documents which secure the
obligations of the Company and its Subsidiaries under the Primary Credit
Agreement and the L/C Agreement and certain public debt of the Company,
including Liens securing Letters of Credit resulting from the Cash
Collateralization thereof in accordance with SECTION 6.2 of the L/C Agreement.

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

(y) Any Lien not permitted by PARAGRAPHS (a) through (x) above or (z) through
(ii) below securing Debt or Specified Escrow Arrangements of the Company or any
of its Subsidiaries if at the time of, and after giving effect to, the creation
or assumption of any such Lien, the aggregate (without duplication) of the
principal or equivalent amount of all Debt of the Company and its Subsidiaries
secured by all such Liens not so permitted by PARAGRAPHS (a) through (x) above
or (z) through (II) below plus the amount of Attributable Obligations (other
than those relating to Liens described in CLAUSE (a)(viii)) of the Company and
its Subsidiaries in respect of Sale and Lease-Back Transactions permitted by
SECTION 8.14 does not exceed $100,000,000.

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

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

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

(cc) Liens on the products and proceeds (including insurance, condemnation and
eminent domain proceeds) of and accessions to, and contract or other rights
(including rights under insurance policies and product warranties) derivative of
or relating to, property permitted to be subject to Liens under this Agreement



                                                                      Schedule I
<PAGE>

but subject to the same restrictions and limitations herein set forth as to
Liens on such property (including the requirement that such Liens on products,
proceeds, accessions and rights secure only obligations that such property is
permitted to secure).

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

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

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

(gg) Liens securing the Barrett Loan.

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

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

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

(kk) Liens on cash deposits in the nature of a right of setoff, banker's lien,
counterclaim or netting of cash amounts owed arising in the ordinary course of
business on deposit accounts permitted pursuant to Section 5.01(k) of the
Primary Credit Agreement.



                                                                      Schedule I
<PAGE>

(ll) Liens securing the Legacy L/Cs resulting from the cash collateralization
thereof in accordance with SECTION 3.2(c) of this Agreement.

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

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



                                                                      Schedule I
<PAGE>


                                     ANNEX A
                                  TO SCHEDULE I


                    LIENS SECURITY EXISTING DEBT/OBLIGATIONS


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

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

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

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

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

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

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

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

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


                                                                      Schedule I
<PAGE>

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

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



                                                                      Schedule I
<PAGE>


                                   SCHEDULE II

                             MATERIAL CONTROVERSIES

                                      None




                                                                     Schedule II
<PAGE>


                                  SCHEDULE III

                               PROGENY FACILITIES

Parent Support Agreement dated as of December 23, 1998, made by The Williams
Companies, Inc. in favor of Castle Associates L. P., Colchester LLC, and the
other Indemnified Persons and Guaranteed Parties listed therein, as amended.
Notwithstanding anything herein to the contrary, for purposes of SECTION 3.2(c)
of this Agreement, the outstanding amount of this Progeny Facility shall equal
the outstanding Unrecovered Capital (as defined in the Castle Partnership
Agreement) of the Limited Partner (as defined in the Castle Partnership
Agreement) plus accrued and undistributed First Priority Return (as defined in
the Castle Partnership Agreement) to be distributed to the Limited Partner in
accordance with Section 4.01(a) of the Castle Partnership Agreement plus all
other amounts then due and payable to the Limited Partner.

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

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

Second Amended and Restated Participation Agreement dated as of January 28, 2002
among Williams Field Services - Gulf Coast Company, L.P., a Delaware limited
partnership, as Lessee, Williams Field Services Company, a Delaware corporation,
as Construction Agent, the Company, as Guarantor, Wells Fargo Bank Northwest,
National Association (formerly known as First Security Bank, National
Association), as Certificate Trustee, Wells Fargo Bank Nevada, N.A. (successor
by merger to First Security Trust Company of Nevada), as Collateral Agent, the
financial institutions named therein as Certificate Holders, Hatteras Funding
Corporation, a Delaware corporation, as CP Lender, the financial institutions
named therein as the Facility Lenders and Purchasers, Bank of America, National
Association, as Administrative Agent and Administrator for the CP Lender, Banc
Of America Facilities Leasing, L.L.C., as Arranger, Bank of Nova Scotia, as
Syndication Agent, and Credit Agricole Indosuez, as Documentation Agent, as
amended by the Consent and First Amendment dated as of July 31, 2002 and the
Consent and Second Amendment dated as of October 31, 2002.

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

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

Letter of Credit and Reimbursement Agreement dated as of May 15, 1994, among
Tulsa Parking Authority, The Williams Companies, Inc., Bank of Oklahoma,
National Association, and Bank of America, N.A.



                                                                    Schedule III

<PAGE>
(formerly NationsBank of Texas, N.A.), relative to Tulsa Parking Authority First
Mortgage Revenue Bonds, as amended.

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

PPH Sponsor Agreement dated as of December 31, 2001, by The Williams Companies,
Inc., as Sponsor, in favor of Piceance Production Holdings LLC, Plowshare
Investors LLC, and other Indemnified Persons listed in the agreement, as
amended. Notwithstanding anything herein to the contrary, for purposes of
SECTION 3.2(c) of this Agreement, the outstanding amount of this Progeny
Facility shall equal the outstanding Contributed Capital of the Class B
Preferred Member (each as defined in the PPH Company Agreement) plus the accrued
and unpaid Class B Priority Return (as defined in the PPH Company Agreement)
plus all other amounts then due and payable to the Class B Preferred Member.

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

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

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



                                                                    Schedule III
<PAGE>


                                   SCHEDULE IV

                            ADDITIONAL PUBLIC FILINGS


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



                                                                     Schedule IV
<PAGE>

                                   SCHEDULE V

                             PERMITTED DISPOSITIONS


1.       Apco Argentina

         o    Apco Argentina, Inc.

         o    Apco Properties Ltd. (100%)

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

2.       Energy International

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

3.       Discovery

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

4.       Southern Ute (Collateral)

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

5.       Dry Trail CO(2) Recovery Plant (Collateral)

         o    Williams Field Services Company owns and operates a 50 MMcfd CO(2)
              recovery plant in Texas County, Oklahoma located on 26 acres near
              the town of Hough, Oklahoma to remove and recycle CO(2) at
              ExxonMobil's Postle field enhanced oil recovery project.

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

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

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

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

7.       Deepwater

         o    Devil's Tower

              The Devil's Tower floating production facility currently under
              construction that will be located



                                                                      Schedule V
<PAGE>

              on block 773 of Mississippi Canyon. The oil and gas export
              pipelines attached to the Devil's Tower Spar known as Canyon
              Chief and Mountaineer and associated pumps, compressors,
              platforms and other equipment.

         o    Gunnison

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

         o    Canyon Station

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

         o    Equity of the Deepwater JV.

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

8.       Gulf Liquids

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

9.       EM&T (Collateral)

         o    Equity Interest in Williams Energy Marketing & Trading Company.

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

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

11       Williams Generation Company-Hazelton (Collateral)

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

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

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

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

14.      Property received from any sale, transfer or other disposition of
         Collateral made pursuant to SECTION 8.16. (Collateral)



                                                                      Schedule V
<PAGE>

15.      Mapco Office Building (Collateral)

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

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



                                                                      Schedule V
<PAGE>

                                  SCHEDULE 2.1

                             LENDERS AND BORROWINGS



<Table>
<Caption>
                                                         OUTSTANDING                     PERCENTAGE
            NAME AND ADDRESS OF LENDERS                  BORROWINGS                       OF TOTAL
            ---------------------------                  -----------                     ----------

<S>                                                  <C>                                <C>
Credit Lyonnais New York Branch                      $ 36,314,900                            10.000%
1301 Avenue of the Americas
New York, New York 10019

Commerzbank  AG New York and Grand Cayman Branches   $ 27,236,175                             7.500%
1230 Peachtree Street, Northeast, Suite 3500
Atlanta, Georgia 30309

The Bank of Nova Scotia                              $ 18,157,450                             5.000%
600 Peachtree Street, Northeast, Suite 2700'
Atlanta, Georgia 30308

Bayerische Hypo-Und Vereinsbank AG, New York Branch  $ 40,854,262                            11.250%
150 East 42nd Street, 29th Floor
New York New York 10048

Mizuho Corporate Bank, Ltd.                          $ 45,393,625                            12.500%
1221 McKinney Street, Suite 4100
Houston, Texas 77010

KBC Bank N.V.                                        $ 18,157,450                             5.000%
245 Peachtree Center Avenue, Suite 2550
Atlanta, Georgia 30303

The Royal Bank of Scotland, plc                      $ 27,236,175                             7.500%
Wall Street Plaza
88 Pine Street, 26th Floor
New York, New York 20005-1801

BNP Paribas                                          $ 18,157,450                             5.000%
1200 Smith Street, Suite 3100
Houston, Texas 77002

Hau Nan Commercial Bank, Ltd.                        $ 18,157,450                             5.000%
Two World Trade Center, Suite 2846
New York, New York 10048

Landesbank Rhenland-Pfalz, Girozentrale              $  9,078,725                             2.500%
Grosse Bleiche 54-56
Mainz, Germany 55092
</Table>



                                                                    Schedule 2.1
<PAGE>

<Table>
<Caption>
                                                         OUTSTANDING                     PERCENTAGE
            NAME AND ADDRESS OF LENDERS                  BORROWINGS                       OF TOTAL
            ---------------------------                  -----------                     ----------

<S>                                                  <C>                                <C>
Abu Dhabi International Bank Inc.                    $ 9,078,725                              2.500%
1020 19th Street, Northwest, Suite 500
Washington, DC 20036

Chang Hwa Commercial Bank, Ltd. New York Branch      $ 9,078,725                              2.500%
One World Trade Center, Suite 3211
New York, New York 10048

Land Bank of Taiwan, Los Angeles Branch              $ 9,078,725                              2.500%
811 Wilshire Boulevard, Suite 1900
Los Angeles, California  90017

Gulf International Bank                              $ 9,078,725                              2.500%
380 Madison Avenue, 21st Floor
New York, New York 10017

Local Oklahoma Bank, N.A.                            $ 9,078,725                              2.500%
2250 East 73rd Street, Suite 200
Tulsa, Oklahoma 74136

Landesbank Schleswig-Holstein Girozentrale           $ 9,078,725                              2.500%
Martensdamm 6
Kiel, Germany  24103

National Bank of Kuwait, S.A.K., Grand Cayman        $ 9,078,725                              2.500%
Branch
299 Park Avenue, 17th Floor
New York, New York 10171

Sumitomo Mitsui Banking Corporation                  $ 9,078,725                              2.500%
277 Park Avenue, 6th Floor
New York, New York 10172

UFJ Bank Limited                                     $ 9,078,725                              2.500%
55 East 52nd Street
New York, New York 10055

First Commercial Bank-New York Agency                $ 9,078,725
76 Madison Avenue, 12th Floor                                                                 2.500%
New York, New York  10016

Bank Polska Kasa Opieki S.A.                         $ 4,539,363                              1.250%
470 Park Avenue South
32nd Street, 15th Floor
New York, New York 10016
</Table>



                                                                    Schedule 2.1

<PAGE>

<Table>
<Caption>
                                                         OUTSTANDING                     PERCENTAGE
            NAME AND ADDRESS OF LENDERS                  BORROWINGS                       OF TOTAL
            ---------------------------                  -----------                     ----------

<S>                                                  <C>                                      <C>
Landesbank Saar Girozentrale                         $ 4,539,363                              1.250%
Ulsulenan Strasse
Saabrucken, Germany 266111

Salomon Brothers Holding Company, Inc.               $ 4,539,363                              1.250%
333 West 34th Street, 8th Floor
New York, New York 10001

                     Totals                          $363,149,000                           100.000%
</Table>



                                                                    Schedule 2.1

<PAGE>

                                  SCHEDULE 6.1

                         CONDITIONS PRECEDENT TO CLOSING


         The Agreement shall not become effective unless Administrative Agent
has received all of the following (unless otherwise indicated, all documents
shall be dated as of October 31, 2002 and all terms used with their initial
letters capitalized are used herein with their meanings as defined in the
Agreement):

        1. The Agreement. The Agreement (together with all Schedules and
Exhibits thereto) executed by the Company, the Guarantors, the Determining
Lenders, and Administrative Agent.

        2. Amended Guaranties. An amended and restated Holdings Guaranty and a
First Amendment to the LLC Guaranty, in form and substance satisfactory to the
Administrative Agent and the Determining Lenders.

         3. Certificate of Incorporation; Articles of Organization. A copy of
the Certificate of Incorporation of the Company and the Articles of Organization
of each Guarantor, accompanied by certificates that such copies are correct and
complete, one dated a Current Date (as used herein, the term "CURRENT DATE"
means any date not more than thirty (30) days prior to the Closing Date) issued
by the Secretary of State of the state in which such Business Entity is
organized, and one dated the Closing Date executed by its Secretary or Assistant
Secretary.

         4. Bylaws; Operating Agreement. A copy of the Bylaws of the Company and
all amendments thereto, accompanied by a certificate that such copy is correct
and complete, dated the Closing Date and executed by the Secretary or Assistant
Secretary of the Company, and a copy of the Operating Agreement (or similar
formation document) of each Guarantor and all amendments thereto, accompanied by
a certificate that such copy is correct and complete, dated the Closing Date and
executed by the Secretary or Assistant Secretary of such Guarantor.

         5. Good Standing and Authority. Certificates of the Delaware Secretary
of State and the Oklahoma Secretary of State, dated a Current Date, to the
effect that the Company and the Guarantors are in good standing with respect to
the payment of franchise and similar Taxes (to the extent such information is
available) and is duly qualified to transact business in such jurisdiction.

         6. Incumbency. Certificates of incumbency dated as of the Closing Date
with respect to all officers and "authorized representatives" of the Company and
the Guarantors who will be authorized to execute or attest any of the Loan
Papers on behalf of the Company or such Guarantor, executed by the Secretary or
an Assistant Secretary of the Company or such Guarantor, as applicable.

         7. Resolutions. Copies of resolutions duly adopted by the Board of
Directors of the Company and the Guarantors approving this Agreement and the
other Loan Papers and authorizing the transactions contemplated in such Loan
Papers, accompanied by a certificate of the Secretary or an Assistant Secretary
of the Company or such Guarantor, as applicable dated as of the Closing Date
certifying that such copy is a true and correct copy of resolutions duly adopted
at a meeting of (which may be held by conference telephone or similar
communications equipment by means of which all Persons participating in a
meeting can hear each other if permitted by applicable Law and, if required by
such Law, by its Bylaws), or by the unanimous written consent of (if permitted
by applicable Law and, if required by such Law, by its Bylaws), the Board of
Directors of the Company or such Guarantor, as applicable, and that such
resolutions constitute all the resolutions adopted with respect to such
transactions, have not been amended, modified, or revoked in any respect (except



                                                                    Schedule 6.1


<PAGE>

as any such resolution may be modified by any such other resolution), and are in
full force and effect as of the Closing Date.

         8. A certificate of an officer of the Company, dated as of the date of
this Agreement (the statements made in each such certificate shall be true on
and as of such date), certifying as to (i) the truth, in all material respects,
of the representations and warranties contained in this Agreement and the Loan
Papers as though made on and as of the date of this Agreement other than any
such representations or warranties that, by their terms, refer to a specific
date other than such date, in which case as of such specific date and (ii) the
absence of any event (x) occurring and continuing after giving effect to this
Agreement, the Barrett Loan Agreement and the agreements described in item (11)
below and the consummation of the transactions contemplated thereby, or (y)
resulting from the execution and delivery of this Agreement and the other Loan
Papers and the performance of the Company of its obligations hereunder or under
any other Loan Paper, that constitutes a Default.

         9. Opinions of Counsel to the Company. (i) The opinion of the General
Counsel to the Company and the Guarantors, addressed to Administrative Agent,
Syndication Agent, Documentation Agent, and Lenders, substantially in the form
of EXHIBIT D-1, and (ii) the opinion of New York counsel to the Company and the
Guarantors, substantially in the form of EXHIBIT D-2, each dated the Closing
Date and in form and substance satisfactory to the Administrative Agent.

         10. Payment of Closing Fees and Expenses. Payment of all fees payable
on or prior to the Closing Date to Administrative Agent and the Lenders as
provided for in SECTION 5 of the Agreement, together with reimbursements to
Administrative Agent for all reasonable fees and expenses incurred in connection
with the negotiation, preparation, and closing of the transactions evidenced by
the Loan Papers (including, without limitation, reasonable attorneys' fees and
expenses).

         11. A duly executed and fully effective (i) amendment and restatement
of the L/C Agreement, (ii) amendment and restatement of the Primary Credit
Agreement, and (iii) amendment of each of the Progeny Facility documents, other
than this Agreement and those automatically amended by virtue of the amendment
and restatement of the Primary Credit Agreement, each dated the date of this
Agreement and in form and substance satisfactory to the Administrative Agent.



                                                                    Schedule 6.1