<PAGE>
                                                                  EXHIBIT 10.107

                                 AMENDMENT NO. 7

                  AMENDMENT NO. 7 dated as of April 19, 2002 (the "Amendment")
to the Amended and Restated Credit Agreement dated as of September 8, 1999 (as
amended, the "Credit Agreement"), among Williams Communications, LLC, as
Borrower (the "Borrower"), Williams Communications Group, Inc., as Guarantor
("Holdings"), the lenders party thereto (the "Lenders"), Bank of America, N.A.,
as Administrative Agent for the Lenders (in such capacity, the "Administrative
Agent"), JP Morgan Chase Bank (formerly known as The Chase Manhattan Bank), as
Syndication Agent, Salomon Smith Barney Inc. and Lehman Brothers, Inc., as Joint
Lead Arrangers and Joint Bookrunners with respect to the Incremental Facility
referred to therein, and Salomon Smith Barney Inc., Lehman Brothers, Inc. and
Merrill Lynch & Co., as Co-Documentation Agents.

                             INTRODUCTORY STATEMENT


                  All capitalized terms not otherwise defined in this Amendment
are used herein as defined in the Credit Agreement.

                  The Borrower and Holdings have requested that the Lenders
agree to amend the Credit Agreement as hereinafter set forth.

                  Subject to the terms and conditions hereof, the Lenders are
willing to agree to such amendment, but only upon the terms and conditions set
forth herein.

                  In consideration of the mutual agreements contained herein and
other good and valuable consideration the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

                  SECTION 1. Amendments to the Credit Agreement.

                  (A) The definition of "Applicable Margin" appearing in Section
1.01 of the Credit Agreement is hereby amended in its entirety to read as
follows:

                      "'Applicable Margin' means, for any day, with respect to
                      any Term Loan, Incremental Tranche A Loan or Revolving
                      Loan, the applicable rate per annum set forth below under
                      the caption "Eurodollar Spread" or "ABR Spread", as the
                      case may be:

<Table>
<Caption>
                                                         Eurodollar Spread           ABR Spread
                                                         -----------------           ----------
<S>                                                      <C>                         <C>
                          Prior to July 1, 2004                 4.50%                   3.50%

                          On or after July 1, 2004              5.50%                   4.50%
</Table>

                  (B) The definition of "Existing International Joint Ventures"
appearing in Section 1.01 of the Credit Agreement is hereby amended to include
the following text immediately after the word "Limited" in the first line
thereof: ", Silica Networks, S.A."

                  (C) The definition of "Loan Documents" appearing in Section
1.01 of the Credit Agreement is hereby amended: (i) by deleting the word "and"
appearing immediately before the words "the Collateral Documents" and inserting
a comma in lieu thereof; and (ii) by adding the phrase "and any


<PAGE>


other document, agreement or instrument executed in connection with this
Agreement or any other Loan Document, that is hereafter designated as a 'Loan
Document' pursuant to the terms thereof" at the end of such definition
immediately after the parenthetical phrase "(if any)" appearing therein.

                  (D) The definition of "Material Adverse Effect" appearing in
Section 1.01 of the Credit Agreement is hereby amended in its entirety to read
as follows:

                      "'Material Adverse Effect' means a material adverse effect
                      on (a) the business, assets, operations, prospects or
                      condition, financial or otherwise, of Holdings and its
                      Subsidiaries taken as a whole, or of the Borrower and its
                      Subsidiaries taken as a whole, (b) the ability of any Loan
                      Party to perform any of its obligations under any Loan
                      Document, (c) the rights of, or benefits available to, the
                      Administrative Agent or the Lenders under any Loan
                      Document, or (d) the Liens granted to the Administrative
                      Agent with respect to a material portion of the
                      Collateral; provided, that a material adverse effect shall
                      not be deemed to have occurred solely on account of those
                      events which customarily occur leading up to and following
                      the commencement of a Holdings Bankruptcy Case."

                  (E) Clause (a) of the definition of "Prepayment Event"
appearing in Section 1.01 of the Credit Agreement is hereby amended by deleting
the words "clauses (a) through (d) and (f) through (i) of Section 6.05" and
inserting the words "clauses (a) through (d), (f) through (i) and clause (k) of
Section 6.05" in lieu thereof.

                  (F) The definition of "Qualifying Borrower Indebtedness"
appearing in Section 1.01 of the Credit Agreement is hereby deleted in its
entirety.

                  (G) The definition of "Revolving Commitment" appearing in
Section 1.01 of the Credit Agreement is hereby amended by inserting the
parenthetical phrase "(subject to the provisions of Section 2.21 hereof)" after
the words "Swingline Loans hereunder" appearing therein.

                  (H) The definition of "Senior Debt" appearing in Section 1.01
of the Credit Agreement is hereby amended by deleting in its entirety, the
parenthetical phrase "(other than Qualifying Borrower Indebtedness permitted
under Section 6.01(p))" appearing in the first and second lines of such
definition.

                  (I) The following definitions are hereby added to Section 1.01
of the Credit agreement in their correct alphabetical sequence:

                               "'Bankruptcy Code' means the Bankruptcy Reform
                      Act of 1978, as heretofore and hereafter amended, as
                      codified at 11 U.S.C. Section 101 et seq.

                               'Budget' has the meaning assigned to such term in
                      Section 5.19 hereof.

                               'Business Plan' means that certain Business Plan
                      dated March 2002, and delivered by the Borrower to PWC on
                      March 11, 2002.


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<PAGE>


                               'Cash Collateral Order' has the meaning assigned
                      to such term in the Lock Up Agreement.

                               'CERP Trust' means that certain trust established
                      by the Borrower prior to April 19, 2002, into which
                      approximately $30,000,000 was deposited or transferred by
                      the Borrower to fund or pay claims, expenses or other
                      amounts to senior executives of the Borrower in connection
                      with or pursuant to the Critical Executive Retention
                      Program (and the residual interest in which is retained by
                      the Borrower).

                               'Critical Executive Retention Program' means that
                      certain program established by the Borrower for the
                      retention, stay, severance or similar employee benefit for
                      or related to the senior executives of the Borrower.

                               'CGA' means CG Austria, Inc. (formerly known as
                      Williams Global Communications, Inc.)

                               'Existing Sale Leaseback Transactions' means the
                      transactions described in the Transaction Documents (as
                      defined in that certain Intercreditor Agreement dated as
                      of September 13, 2001 by and among Williams Headquarters
                      Building Company (the "Headquarters Lessor"), Williams
                      Technology Center, LLC (the "Headquarters Lessee"),
                      Williams Communications Aircraft, LLC (the "Aircraft
                      Lessor"), the Borrower, The Williams Companies, Inc., the
                      Administrative Agent and the Co-Arrangers (as defined
                      therein)), including, but not limited to (i) the Master
                      Lease Agreement dated as of September 13, 2001, among the
                      Headquarters Lessor, the Headquarters Lessee, the Borrower
                      and Holdings, (ii) the Agreement of Purchase and Sale
                      dated as of September 13, 2001, among the Headquarters
                      Lessee, as seller, the Headquarters Lessor, as purchaser,
                      and the Borrower, as guarantor, (iii) two (2) Aircraft Dry
                      Leases numbered N358WC and N359WC, each dated as of
                      September 13, 2001, among the Aircraft Lessor and the
                      Borrower, as lessee, and (iii) the Guaranty dated as of
                      September 13, 2001 of the Borrower in favor of the
                      Headquarters Lessor.

                               'Holdings Bankruptcy Case' means a case commenced
                      in the United States Bankruptcy Court by Holdings and CGA
                      under Chapter 11 of the Bankruptcy Code.

                               'Lock Up Agreement' means the Agreement dated as
                      of April 19, 2002, among Holdings, CGA and the Borrower on
                      behalf of themselves and certain of their direct and
                      indirect subsidiaries, the Lenders party thereto and the
                      members of the Informal Noteholders Committee (as defined
                      therein).

                               'Non-Core Assets' means those assets listed on
                      Schedule 6.05(k) hereto.

                               'Permitted Basket' has the meaning assigned to
                      such term in Section 6.21(d) hereof.


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<PAGE>


                               'Permitted Deviation' has the meaning assigned to
                      such term in Section 5.19 hereof.

                               'Plan of Reorganization' means the Plan as that
                      term is defined in the Lock Up Agreement.

                               'PWC' means PricewaterhouseCoopers, LLP and its
                      successors.

                               'Targeted Line-Items' has the meaning assigned to
                      such term in Section 5.19 hereof.

                               'United States Bankruptcy Court' means the United
                      States Bankruptcy Court of the Southern District of New
                      York or such other bankruptcy court with proper
                      jurisdiction."

                  (J) The first sentence of Section 2.01 of the Credit Agreement
is hereby amended by inserting the parenthetical phrase "(including, without
limitation, Section 2.21 hereof)" immediately after the words "Subject to the
terms and conditions set forth herein" appearing at the beginning of such
sentence.

                  (K) The first sentence of Section 2.04(a) of the Credit
Agreement is hereby amended by inserting the parenthetical phrase "(including,
without limitation, Section 2.21 hereof)" immediately after the words "Subject
to the terms and conditions set forth herein" appearing at the beginning of such
sentence.

                  (L) The first sentence of Section 2.05(a) of the Credit
Agreement is hereby amended by inserting the parenthetical phrase "(including,
without limitation, Section 2.21 hereof)" immediately after the words "Subject
to the terms and conditions set forth herein" appearing at the beginning of such
sentence.

                  (M) The third sentence of Section 2.05(b) of the Credit
Agreement is hereby amended (i) by changing the first word of such sentence to a
lower case "a"; and (ii) by inserting the words "Subject to the provisions of
Section 2.21 hereof," at the beginning of such sentence.

                  (N) The proviso appearing in Section 2.05(e) of the Credit
Agreement is hereby amended by inserting the words "and subject to the
provisions of Section 2.21 hereof" immediately after the words "subject to the
conditions to borrowing set forth herein" appearing in such proviso.

                  (O) The first sentence of Section 2.10(e) of the Credit
Agreement is hereby amended by adding the following text at the beginning
thereof: "Except as otherwise provided in Section 3(B) of Amendment No. 7 dated
as of April 19, 2002, to this Agreement, or Section 7(s) hereof".

                  (P) Section 2.13(a) of the Credit Agreement is hereby amended
by deleting the following text in the fourth, fifth and sixth lines thereof:

                      "and, if applicable to any loan (other than an Incremental
                      Term Loan), the Leverage Premium (each as set forth in the
                      Applicable Margin)"


                                       4
<PAGE>


                  (Q) Section 2.13(b) of the Credit Agreement is hereby amended
by deleting the following text in the fourth, fifth and sixth lines thereof:

                      "and, if applicable to any loan (other than an Incremental
                      Term Loan), the Leverage Premium (each as set forth in the
                      Applicable Margin)"

                  (R) Article 2 of the Credit Agreement is hereby amended by
adding the following new Section at the end thereof:

                      "Section 2.21. Limitations on Borrowing and Letters of
                      Credit. Notwithstanding anything to the contrary in any
                      Loan Document, (a) the Borrower shall not request, and the
                      Revolving Lenders shall neither make nor have any
                      obligation to make, any Revolving Loans; (b) the Borrower
                      shall not request, and the Swingline Lenders shall neither
                      make nor have any obligation to make, any Swingline Loans;
                      and (c) the Borrower shall not request that a Letter of
                      Credit be issued, amended, renewed or extended, and an
                      Issuing Bank shall neither make nor have any obligation to
                      issue, amend, renew or extend any Letter of Credit, if
                      after giving effect to such issuance, amendment, renewal
                      or extension, the LC Exposure would exceed an amount equal
                      to (i) $45,000,000 minus, (ii) the aggregate amount of
                      cash deposits or pledges made by the Loan Parties to third
                      parties. It is hereby understood and agreed that (x) any
                      issuance, amendment, renewal or extension of a Letter of
                      Credit shall be subject to all the terms and conditions
                      set forth in this Agreement, (y) each Letter of Credit to
                      be issued shall be cash collateralized in the manner set
                      forth in Section 2.05(j) hereof as a condition precedent
                      to the issuance thereof and (z) notwithstanding anything
                      to the contrary in Section 2.05(d) or Section 2.05(e)
                      hereof, if the Borrower fails to reimburse any LC
                      Disbursement on the date when due in accordance with
                      Section 2.05(e), the Administrative Agent shall first
                      apply such cash collateral in an amount sufficient to
                      satisfy such reimbursement obligation."

                  (S) Section 3.04(e) of the Credit Agreement is hereby deleted
in its entirety.

                  (T) Clause (i) of Section 3.06(a) of the Credit Agreement is
hereby amended by deleting the parenthetical phrase appearing therein and
inserting the following parenthetical phrase in lieu thereof:

                      "(other than the Disclosed Matters and the Holdings
                      Bankruptcy Case)"

                  (U) The second sentence of Section 3.07 of the Credit
Agreement is hereby deleted in its entirety.

                  (V) Section 3.15 of the Credit Agreement is hereby deleted in
its entirety.

                  (W) Section 4.02 of the Credit Agreement is hereby amended by
adding the following new clause (c) immediately after clause (b) appearing
therein:


                                       5
<PAGE>


                               "(c) with respect to the issuance, amendment,
                      renewal or extension of any Letter of Credit, such Letter
                      of Credit shall be cash collateralized in the manner set
                      forth in Section 2.05(j) hereof."

                  (X) The introductory language of Section 5.01 of the Credit
Agreement is hereby amended by adding the parenthetical phrase "(except as
otherwise explicitly provided in this Section 5.01)" immediately after the words
"each Lender" and immediately before the colon appearing therein.

                  (Y) Clause (ii) of Section 5.01(a) of the Credit Agreement is
hereby amended by inserting the following text to the second parenthetical
appearing in such clause immediately after the words "without a 'going concern'
or like qualifications":

                      "(except with respect to the report on the financial
                      statements for the fiscal year ending December 31, 2001)"

                  (Z) Clause (ii) of Section 5.01(c) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:

                      "[intentionally deleted]"

                  (AA) Section 5.01(e) of the Credit Agreement is hereby amended
by inserting the words "(other than fiscal year 2002)" after the words "120 days
after the commencement of each fiscal year."

                  (BB) Section 5.01 of the Credit Agreement is hereby amended by
adding the following new subsections at the end thereof:

                       "(h) furnish to the Administrative Agent and PWC (i) no
                       later than the tenth Business Day of each month, a
                       written report as of the end of the immediately preceding
                       month, detailing all uses of cash by each Unrestricted
                       Subsidiary, (ii) not later than the fifteenth Business
                       Day of each month, copies of all current bank statements
                       relating to any account or instruments maintained or
                       owned by any Unrestricted Subsidiary, and (iii) such
                       other information with respect to any Unrestricted
                       Subsidiary as any of the Agents or Credit Lyonnais New
                       York Branch shall reasonably request;

                       (i) furnish to the Administrative Agent and PWC, for each
                       calendar week commencing on or after April 15, 2002, no
                       later than the fourth Business Day of such calendar week,
                       (i) a cash flow projection covering a period beginning
                       with such calendar week through and including the
                       calendar week that is nine (9) weeks after the next
                       scheduled Re-Forecast Date (as such term is defined
                       below); (ii) a comparison of actual cash flows to the
                       projected cash flows and a variance analysis for the
                       calendar week ended immediately prior to such calendar
                       week; (iii) a true and complete list of all cash deposits
                       or pledges made by the Loan Parties to third parties;
                       (iv) a true and complete list of all Deposit Accounts and
                       Securities Accounts (such terms are being used herein as
                       defined in the Security Agreement) or other similar
                       accounts or instruments held by any Loan Party and
                       including the following information: the correct legal
                       name of the institution where such account is maintained,
                       the Loan Party


                                       6
<PAGE>


                       in whose name the account is maintained, the account
                       number and the balance (which may not include interest
                       income) as of the end of the immediately preceding
                       calendar week and including a representation and warranty
                       that to the extent required by the Loan Documents, all
                       such Deposit Accounts, Securities Accounts, other
                       accounts and instruments have been pledged to the
                       Administrative Agent (for the benefit of itself and the
                       Secured Parties (as defined in the Security Agreement))
                       (all of the foregoing information shall, in each case, be
                       in form and substance reasonably satisfactory to the
                       Administrative Agent and PWC); and (v) a statement,
                       certified by a Financial Officer of the Borrower, setting
                       forth the amount of the aggregate cash balances in all
                       Controlled Deposit Accounts (as such term is defined in
                       the Security Agreement) with the Lenders; provided, that
                       for any calendar week after the commencement of a
                       Holdings Bankruptcy Case, in addition to the information
                       set forth in clauses (i) and (ii) above, the following
                       shall be furnished (all in form and substance reasonably
                       satisfactory to the Administrative Agent and PWC): (X)
                       weekly reports of receipts, disbursements, and cash flow
                       projections and (Y) a reconciliation of actual
                       expenditures and disbursements with those set forth in
                       the Budget, on a line-by-line basis showing any variance
                       to the proposed corresponding line item of the Budget. As
                       used herein the term "Re-Forecast Date" shall mean April
                       25, 2002, and each Thursday thereafter occurring in
                       intervals of four (4) weeks;

                       (j) furnish to the Administrative Agent and PWC, within
                       fifteen (15) Business Days after the end of each calendar
                       month, a copy of the summary of monthly consolidated
                       financial information for Holdings and its Subsidiaries
                       in the form presented to Holdings' management (which
                       information is subject to normal quarterly and year-end
                       adjustment); and

                       (k) furnish to the Administrative Agent and PWC (i) on
                       the last Business Day of each month (beginning April
                       2002), a certificate of a Financial Officer, which
                       certificate shall be in a form reasonably satisfactory to
                       the Administrative Agent and shall include a statement as
                       to the aggregate amount of sales or other dispositions of
                       Non-Core Assets that the Borrower and its Restricted
                       Subsidiaries have made since March 31, 2002, and (ii)
                       such additional information with respect to any permitted
                       Non-Core Asset sale or disposition or proposed permitted
                       Non-Core Asset sale or disposition as the Administrative
                       Agent shall reasonably request."

                  (CC) Section 5.04 of the Credit Agreement is hereby amended by
inserting the following new clause (e) immediately after clause (d) appearing in
clause (i) of such Section:

                       "and (e) solely with respect to Indebtedness and other
                       obligations of Holdings or CGA, such Indebtedness or
                       other obligations are subject to, and will be resolved or
                       discharged, in a Holdings Bankruptcy Case,"

                  (DD) Section 5.15 of the Credit Agreement is hereby amended in
its entirety to read as follows:


                                       7
<PAGE>


                       "SECTION 5.15. Bank Accounts. Holdings and the Borrower
                       (a) will maintain Holdings' and each Restricted
                       Subsidiary's principal concentration accounts with one or
                       more Lenders; and (b) will not establish or take any
                       action to establish, and will not permit any Restricted
                       Subsidiary to establish or take any action to establish,
                       any new Deposit Account, Securities Account (as such
                       terms are defined in the Security Agreement) or other
                       similar account or instruments, without the prior written
                       consent of the Administrative Agent, which consent may be
                       withheld by the Administrative Agent in its reasonable
                       discretion and provided in all cases, before any funds
                       are deposited or transferred into any such account or
                       before any instrument is created, such account or
                       instrument, as applicable, shall be subject to a Control
                       Agreement (as such term is defined in the Security
                       Agreement)."

                  (EE) Sections 5.17 and 5.18 of the Credit Agreement are hereby
amended in their entirety to read as follows: "[Intentionally deleted.]"

                  (FF) Article 5 of the Credit Agreement is hereby amended by
adding the following new Sections at the end thereof:

                       "Section 5.19. Operations and Use of Cash. (a) The
                       Borrower will, and will cause its subsidiaries (other
                       than Unrestricted Subsidiaries or Foreign Subsidiaries)
                       to, fund their business and operations in accordance
                       with, and use their cash solely and exclusively for the
                       disbursements set forth in the Business Plan, which will
                       be extrapolated into monthly reporting for April 2002
                       through December 2002 (the "Budget"). The Budget will be
                       submitted to the Lenders no later than April 22, 2002 and
                       will look in form substantially similar to the summary
                       pages of the Business Plan. Such Budget may be modified
                       from time to time by Holdings and the Borrower with the
                       prior written consent of the Required Lenders. The
                       Borrower and the Restricted Subsidiaries are and shall be
                       authorized to use cash exclusively for the purposes of
                       and to the extent set forth in the Budget. The
                       expenditures authorized in the Budget shall be adhered
                       to, with the targeted line items listed below (the
                       "Targeted Line-Items") being tested monthly on a Targeted
                       Line Item basis. Unused amounts shall carry forward to
                       successive months on a Targeted Line Item basis, with no
                       carry-over surplus to any other Targeted Line Item or to
                       a subsequent budget covering periods, if any, except to
                       the extent agreed to in writing by the Required Lenders
                       in their sole discretion. The deviation (the "Permitted
                       Deviation") for each of the following Targeted Line-Items
                       shall not exceed, in any month, the greater of the
                       percentage or the dollar amount set forth next to each
                       such line-item: (i) Network EBITDA (20%; $3,000,000);
                       (ii) Broadband Media EBITDA (20%; $1,000,000); (iii) the
                       aggregate sum of Severance, Professional Fees and
                       Retention Bonuses (excluding, for purposes of calculating
                       the Permitted Deviation, the professional fees and
                       expenses of the Lenders) (10%; $500,000); and (iv)
                       Capital Expenditures (10%; $500,000). Each month, the
                       Borrower shall pay to the Administrative Agent, for the
                       benefit of the Lenders, a fee, if any, equal to the
                       product of (x) .05% of the aggregate sum of all
                       outstanding Loans and LC Exposure and (y) the number of
                       Targeted Line-Items that


                                       8
<PAGE>


                       exceed their respective Permitted Deviations in any given
                       month minus 1. Such fee shall be distributed to the
                       Lenders on a pro rata basis in accordance with each such
                       Lender's aggregate amount of outstanding Revolving
                       Exposure, Term Loans and Incremental Term Loans.

                       (b) Holdings will use its cash strictly in accordance
                       with the Cash Collateral Order and will not make any
                       disbursements other than in accordance with the Cash
                       Collateral Order and the budget attached thereto.

                       Section 5.20. High Yield Notes. The Borrower and Holdings
                       shall not retire, or permit to be retired or otherwise
                       transferred, any of the High Yield Notes held by any
                       Unrestricted Subsidiary, including, without limitation,
                       CG Investment Company, LLC."

                  (GG) Section 6.01(d) of the Credit Agreement is hereby amended
in its entirety to read as follows: "[Intentionally deleted];"

                  (HH) Section 6.01(p) of the Credit Agreement shall be amended
in its entirety to read as follows:

                       "(p) intercompany Indebtedness of the Borrower to
                       Holdings in an aggregate amount not exceeding
                       $75,000,000, as evidenced by that certain Promissory Note
                       dated November 1, 1999 from the Borrower and payable to
                       Holdings; provided, such note remains pledged by Holdings
                       to the Administrative Agent on a first priority basis;"

                  (II) The proviso at the end of Section 6.01 of the Credit
Agreement is hereby amended in its entirety to read as follows:

                       "provided that, notwithstanding anything in this
                       Agreement to the contrary, (i) the Borrower and the other
                       Restricted Subsidiaries may not Guarantee any
                       Indebtedness of Holdings under (A) the High Yield Notes
                       or (B) any Qualifying Holdings Debt and (ii) Holdings
                       will not create, incur or assume any new Indebtedness."

                  (JJ) Section 6.02(a)(iii) of the Credit Agreement is hereby
amended in its entirety to read as follows "[Intentionally deleted];"

                  (KK) Section 6.02(a) of the Credit Agreement is hereby amended
by adding the following new clause (xi) at the end thereof:

                       "(xi) Liens in connection with the Existing Sale
                       Leaseback Transaction which Liens are in existence on the
                       effective date of Amendment No. 7 dated as of April 19,
                       2002 to this Agreement."

                  (LL) Section 6.02(a) of the Credit Agreement is hereby amended
by adding the following new paragraph at the end thereof immediately after new
clause (xi) being added to Section 6.02(a) in Paragraph (KK) of this Amendment:


                                       9
<PAGE>


                       "Notwithstanding the foregoing and anything to the
                       contrary contained herein, Holdings and the Borrower will
                       not permit the amount of cash deposits or pledges made by
                       the Loan Parties to third parties to exceed $30,000,000
                       in the aggregate at any time."

                  (MM) Section 6.03(c) of the Credit Agreement is hereby amended
by (i) deleting in its entirety clause (vi) appearing in the first sentence of
such Section, (ii) deleting the word "and" appearing immediately before such
clause (vi), and (iii) deleting the words "Qualifying Borrower Indebtedness"
appearing in the second sentence of such Section.

                  (NN) Section 6.04(g) of the Credit Agreement is hereby amended
by adding the following proviso at the end thereof:

                       "; provided, however, that no acquisitions shall be
                       permitted to be made pursuant to this Section 6.04(g)
                       after March 29, 2002."

                  (OO) Section 6.04(j) of the Credit Agreement is hereby amended
in its entirety to read as follows:

                       "(j) (i) for any period prior to April 22, 2002, subject
                       to the proviso to this Section 6.04, Investments in the
                       Telecommunications Business, and (ii) on and after April
                       22, 2002, Investments in the Telecommunications Business,
                       provided that (X) the aggregate amount of all Investments
                       made pursuant to this clause (ii) shall not exceed
                       $5,000,000, (Y) all such Investments shall be in the
                       ordinary course of business and (Z) all such Investments
                       shall not constitute the purchase or other acquisition of
                       any other Person or the assets of any other Person
                       constituting a business unit."

                  (PP) Sections 6.04(l), 6.04(m), 6.04(s) and 6.04(v) of the
Credit Agreement are each hereby amended in their entirety to read as follows:

                       "[Intentionally deleted]; and"

                  (QQ) The proviso at the end of Section 6.04 of the Credit
Agreement is hereby amended by inserting "(1)"immediately after the words
"provided that" and inserting the following text at the end thereof:

                       "; (2) notwithstanding anything to the contrary contained
                       in this Agreement or any other Loan Document, no
                       investments (including, without limitation, loans or
                       guarantees of obligations) shall be permitted to be made
                       in, to or for the benefit of any Foreign Subsidiaries
                       except for (A) investments not exceeding $12,000,000 in
                       the aggregate made by the Loan Parties in PowerTel
                       Limited, Silica Networks, S.A. and/or Manquehue Net, S.A.
                       from and after October 19, 2001, provided that such
                       investments are expressly permitted by Section 6.04(k)
                       above, and (B) investments in Foreign Subsidiaries in an
                       aggregate amount not exceeding $5,000,000 for the period
                       from December 21, 2001 and thereafter so long as such
                       Investments are made solely to fund expenses which have
                       been incurred or are to be incurred by the Foreign
                       Subsidiaries in the ordinary course of their businesses
                       and which


                                       10
<PAGE>


                       expenses are in accordance with the Budget and the
                       Business Plan; and (3) notwithstanding anything to the
                       contrary contained in this Agreement or any other Loan
                       Document, no investments (including, without limitation,
                       loans or guarantees of obligations) shall be permitted to
                       be made by the Restricted Subsidiaries or other
                       Subsidiaries in, to or for the benefit of Holdings or
                       CGA.)"

                  (RR) Section 6.05 of the Credit Agreement is hereby amended by
adding the following new subsection (k), immediately after subsection (j)
appearing therein:

                       "(k) sales, transfers and dispositions of Non-Core
                       Assets; provided that (i) the sale price of each such
                       asset sold or disposed of (or the asset(s) being received
                       in exchange therefor) shall not be less than the fair
                       value of such asset at the time of sale or disposition
                       thereof (and, if the sale price thereof is equal to or
                       greater than $10,000,000 in a single transaction or a
                       series of related transactions, then the fair value of
                       such asset shall be determined in good faith and approved
                       by the Board of Directors of the Borrower); (ii) prior
                       to, or concurrently with, each such sale or disposition
                       for which the sale price (or the asset(s) being received
                       in exchange therefor) is equal to or greater than
                       $10,000,000, the Borrower shall deliver to the Agents a
                       certificate of an Authorized Officer of the Borrower
                       setting forth the fair value at the time of sale or
                       disposition of the asset being sold or disposed of as
                       determined by the Board of Directors of the Borrower,
                       together with the material reviewed by the Board of
                       Directors of the Borrower in connection with making such
                       determination; (iii) the purchase price of any asset sold
                       or disposed of pursuant to this Section 6.05(k) shall be
                       payable in cash on the date of such sale or disposition
                       or the Borrower or a Restricted Subsidiary shall receive
                       asset(s) of equal value to be used in the regular course
                       of its business in exchange for the asset disposed of;
                       (iv) if such sale or disposition is to an Affiliate, it
                       shall be made in compliance with Section 6.09 hereof and
                       (v) the Net Proceeds received (if any) shall be deposited
                       in a Deposit Account that is with a Lender and that is
                       subject to a Lien in favor of the Administrative Agent
                       (and such Net Proceeds shall only be used in accordance
                       with Section 5.19 hereof). The applicable Loan Party
                       shall deliver to the Administrative Agent and PWC, no
                       less than five (5) Business Days prior to the date of any
                       expected sale or other disposition permitted under this
                       Section 6.05(k) in which the sales price is equal to or
                       greater than $10,000,000, written notice of the identity
                       of the purchaser or transferee, the expected date of the
                       closing of such sale or other disposition, the expected
                       date of receipt by the applicable Loan Party of the Net
                       Proceeds with respect thereto (or the asset(s) being
                       received, if applicable), the principal terms of the sale
                       or disposition and such other information as any of the
                       Administrative Agent or PWC may reasonably request (which
                       notice shall also contain a statement that the sale price
                       (or the fair value of the asset(s) being received, if
                       applicable) is greater than or equal to the fair value of
                       the asset being sold or disposed of);"

                  (SS) Clause (i) appearing in Section 6.06 of the Credit
Agreement is hereby amended in its entirety to read as follows: "[Intentionally
deleted]; and"


                                       11
<PAGE>


                  (TT) Section 6.07(a) of the Credit Agreement is hereby amended
by adding the following paragraph at the end thereof;

                       "Notwithstanding the foregoing, the Borrower will not,
                       and will not permit any other Restricted Subsidiary to,
                       declare or make, or agree to pay or make, directly or
                       indirectly, any Restricted Payment to, or for the benefit
                       of, Holdings, or enter into any transaction the economic
                       effect of which is substantially similar to a Restricted
                       Payment to, or for the benefit of, Holdings or CGA."

                  (UU) Section 6.07(b) of the Credit Agreement is hereby amended
in its entirety to read as follows:

                       "(b) Neither Holdings nor the Borrower will, nor will
                       they permit any Restricted Subsidiary to make, directly
                       or indirectly, any prepayment or other voluntary payment
                       or distribution (whether in cash, securities or other
                       property) in respect of (i) any Indebtedness (other than
                       the Obligations) or (ii) the Existing Sale Leaseback
                       Transaction or (iii) the $125 million account payable
                       from Holdings to The Williams Companies, Inc.
                       (collectively, "Specified Indebtedness") or any
                       prepayment or other voluntary payment or other
                       distribution (whether in cash, securities or other
                       property), including any sinking fund or similar deposit,
                       on account of the purchase, redemption, retirement,
                       acquisition, cancellation or termination of any Specified
                       Indebtedness (or enter into any transaction the economic
                       effect of which is substantially similar to any of the
                       foregoing), except, (X) the Borrower and the Restricted
                       Subsidiaries shall be permitted to make payments of
                       regularly scheduled principal and interest as and when
                       due in respect of any Specified Indebtedness; provided,
                       no Default or Event of Default has occurred and is
                       continuing or would result therefrom and provided,
                       further, that such payment is being made in accordance
                       with the Budget and (Y) the Borrower shall be permitted
                       to pay an aggregate amount of $25,000,000 to Holdings in
                       repayment of intercompany Indebtedness evidenced by that
                       certain Promissory Note dated November 1, 1999 from the
                       Borrower and payable to Holdings."

                  (VV) Section 6.07 of the Credit Agreement is hereby amended by
adding the following new subsection (c) at the end thereof:

                       "(c) It is hereby agreed by the parties hereto that, each
                       of Holdings and the Borrower shall not, and shall not
                       permit any Unrestricted Subsidiary or any other
                       Subsidiary to:

                       (i) directly or indirectly redeem, purchase or otherwise
                       acquire any notes or other indebtedness issued by
                       Holdings, the Borrower or any of their subsidiaries or
                       Affiliates, or

                       (ii) directly or indirectly pay any cash dividends in
                       respect of, or redeem, purchase or otherwise acquire, any
                       Equity Interests of Holdings, the Borrower or any of
                       their subsidiaries or Affiliates, or


                                       12
<PAGE>


                       (iii) accept as payment on any account receivable or
                       other obligation, any notes, indebtedness or Equity
                       Interest issued by Holdings, the Borrower or any of their
                       subsidiaries or Affiliates;

                       provided, however, that (X) Holdings, with the prior
                       written consent of the Required Lenders or in connection
                       with the Plan of Reorganization, may issue equity
                       securities of Holdings in exchange or substitution for
                       outstanding debt securities issued by and against
                       Holdings or the Borrower and (Y) the Borrower may enter
                       into transactions with a Restricted Subsidiary and a
                       Restricted Subsidiary may enter into transactions with
                       another Restricted Subsidiary in each case in accordance
                       with past practices and provided that such transactions
                       are expressly permitted by Sections 6.01 and 6.04
                       hereof."

                  (WW) Section 6.13 of the Credit Agreement is hereby amended in
its entirety to read as follows:

                       "SECTION 6.13. Amendment of Material Documents. Holdings
                       will not (except pursuant to the Plan of Reorganization),
                       the Borrower will not, and Holdings and the Borrower will
                       not permit any other Restricted Subsidiary to, without
                       the prior written consent of the Required Lenders,
                       consent to any amendment, modification, supplement or
                       waiver of (a) its certificate of incorporation, by-laws
                       or other organizational documents (except for the filing
                       of a Certificate of Designation with the Secretary of
                       State of Delaware relating to the issuance of preferred
                       securities that are Qualifying Equity Interests of such
                       Person, to the extent provided for in its certificate of
                       incorporation, by-laws or other organizational
                       documents), (b) any agreements governing any Indebtedness
                       (other than the Loan Documents), or the Existing Sale
                       Leaseback Transaction or (c) any agreement set forth on
                       Schedule 6.13 hereto in each of the foregoing cases if
                       such amendment, modification or waiver could reasonably
                       be expected to have (i) an adverse effect on the ability
                       of any Loan Party to perform any of its obligations under
                       any Loan Document or any of the rights of, or benefits
                       available to, the Lenders under any Loan Document or (ii)
                       a Material Adverse Effect."

                  (XX) Section 6.08 and Sections 6.15 through 6.19 of the Credit
Agreement are hereby amended in their entirety to read as follows:

                       "[Intentionally deleted]"

                  (YY) Article 6 of the Credit Agreement is hereby amended by
adding the following new Sections to the end thereof:

                       "SECTION 6.21. Covenant Relating to Unrestricted
                       Subsidiaries. Except as otherwise agreed to in writing by
                       the Required Lenders, each of Holdings, and the Borrower
                       agrees as follows:

                       (a)   it shall not make, and will not permit any
                             Subsidiary to make, any investment (including,
                             without limitation, loans) in any Unrestricted
                             Subsidiaries,


                                       13
<PAGE>


                       (b)   it shall cause the Unrestricted Subsidiaries to
                             maintain at all times, all Unrestricted
                             Subsidiaries' cash and cash equivalents in separate
                             identifiable securities or deposit accounts and
                             shall not permit any such cash or cash equivalents
                             to be commingled with any funds or other assets of
                             any Loan Party,

                       (c)   it shall not permit any Unrestricted Subsidiary to
                             purchase, acquire or otherwise hold any Investment,
                             other than existing Investments listed on Schedule
                             6.21 hereto and Investments in cash and cash
                             equivalents, subject to and in accordance with the
                             terms hereof; and it shall not permit any
                             Unrestricted Subsidiary to incur, create, assume or
                             suffer to exist any Indebtedness, other than
                             existing Indebtedness listed on Schedule 6.21
                             hereto, and

                       (d)   it shall not permit the Unrestricted Subsidiaries
                             to hold at any time an aggregate amount in excess
                             of $5,000,000 of cash and cash equivalents (the
                             "Permitted Basket"); it being understood that (w)
                             there shall not be a default under this provision
                             so long as any amounts in excess of such $5,000,000
                             limit are remitted to the Borrower in compliance
                             with the provisions of this Section set forth
                             below; (x) the Permitted Basket shall not include
                             any additional investment in any Unrestricted
                             Subsidiary by Holdings, the Borrower or any other
                             Loan Party; (y) nothing herein shall prevent the
                             Unrestricted Subsidiaries from liquidating any
                             existing Investments held by them, and any net loss
                             from the liquidation of such Investments shall be
                             charged against the Permitted Basket; and (z) the
                             Permitted Basket is to be used by the Unrestricted
                             Subsidiaries for their operations and any cash,
                             cash equivalents and proceeds of investments
                             received after the date hereof shall be remitted to
                             the Borrower pursuant to the provisions set forth
                             below.

                             In the event that either (1) the aggregate amount
                             of cash and cash equivalents held by the
                             Unrestricted Subsidiaries exceeds $5,000,000 minus
                             the amount of any net loss charged against the
                             Permitted Basket pursuant to paragraph (d) above,
                             or (2) any interest payment is made by Holdings
                             and/or the Borrower to an Unrestricted Subsidiary
                             that has purchased or otherwise holds indebtedness
                             issued by Holdings and/or the Borrower, or (c) any
                             amount is required to be remitted to the Borrower
                             pursuant to the paragraphs set forth above, then
                             Holdings and/or the Borrower (as applicable) shall,
                             within two (2) Business Days of any such event (x)
                             cause Unrestricted Subsidiaries to remit to the
                             Borrower cash in the amount necessary so that the
                             aggregate amount of cash and cash equivalents held
                             by the Unrestricted Subsidiaries does not exceed
                             $5,000,000 minus the amount of any net loss charged
                             against the Permitted Basket pursuant to paragraph
                             (d) above and/or (y) cause the applicable
                             Unrestricted Subsidiary to remit to the Borrower
                             any such interest payment received by such
                             Unrestricted Subsidiary or other amount required to
                             be remitted to the Borrower. All cash received by
                             the Borrower pursuant to the


                                       14
<PAGE>


                             immediately preceding sentence shall be deposited
                             by the Borrower in one or more Controlled Deposit
                             Accounts (as such term is defined in the Security
                             Agreement).

                       Section 6.22. Minimum Cash Balance. The Borrower shall
                       not permit the amount of the aggregate cash balances in
                       all Controlled Deposit Accounts (as such term is defined
                       in the Security Agreement) with the Lenders plus the
                       aggregate amount of cash collateral held by the
                       Administrative Agent to cash collateralize Letters of
                       Credit, to be less than (i) $350,000,000 at any time on
                       or prior to June 30, 2002, and (ii) $200,000,000 at any
                       time after June 30, 2002.

                       Section 6.23. CERP Trust.

                       (a) The Borrower shall, within five (5) Business Days
                       following the effective date of Amendment No. 7 to the
                       Credit Agreement, furnish to the Administrative Agent, a
                       copy of (i) all agreements and other documents related to
                       the Critical Executive Retention Program, including,
                       without limitation, all employment agreements for
                       employees eligible under the Critical Executive Retention
                       Program; and (ii) all documentation related to the CERP
                       Trust.

                       (b) The Borrower hereby agrees to negotiate in good faith
                       with the Administrative Agent (on behalf of the Required
                       Lenders) to reach an agreement with respect to the CERP,
                       including, without limitation, an agreement as to the
                       amount, timing, conditions precedent and covered
                       individuals, for any payments permitted to be made from
                       the CERP Trust. The Borrower hereby agrees that it shall
                       not pay or cause to be paid any amounts from the CERP
                       Trust to any Person prior to the effective date of the
                       Plan of Reorganization except as otherwise agreed in
                       connection with the foregoing negotiations. "

                  (ZZ) Section 7.01(d) of the Credit Agreement is hereby amended
in its entirety to read as follows:

                        "(d) Holdings or the Borrower shall fail to observe or
                        perform any covenant, condition or agreement contained
                        in Sections 5.02, 5.03 (with respect to the existence of
                        Holdings or the Borrower), 5.10, 5.11A, 5.11B, 5.13,
                        5.15, 5.20 or in Article 6 and such failure shall
                        continue unremedied for a period of three (3) Business
                        Days after the earlier to occur of (x) a Loan Party
                        receives notice thereof or (y) an officer of a Loan
                        Party obtains knowledge of such failure;"

                  (AAA) Section 7.01(g) of the Credit Agreement is hereby
amended by adding the following proviso at the end thereof:

                        "; and provided, further, that notwithstanding the
                        foregoing, there shall not be an Event of Default under
                        this Section 7.01(g), solely by reason of an event of
                        default under the Existing Sale Leaseback Transaction
                        arising solely because of the Holdings Bankruptcy Case,
                        until two (2) Business Days after the commencement of
                        any enforcement action or the exercise


                                       15
<PAGE>


                        of any other remedies (other than the sending of a
                        demand letter or notice of termination) against the
                        Borrower or Williams Technology Center, LLC in respect
                        of the Existing Sale Leaseback Transaction (in which
                        case there will be an Event of Default hereunder on such
                        second Business Day)."

                  (BBB) Article 7 of the Credit Agreement is hereby amended by
inserting the following new subsections immediately after subsection (p)
appearing therein:

                        "(q) any Holdings Bankruptcy Case is dismissed or is
                        converted to a case under Chapter 7 of the Bankruptcy
                        Code;

                        (r) in a Holdings Bankruptcy Case, (i) the United States
                        Bankruptcy Court shall enter an order granting relief
                        from the automatic stay imposed by Section 362 of the
                        Bankruptcy Code to any entity other than the
                        Administrative Agent or the Lenders with respect to any
                        Collateral without the Required Lenders' consent or (ii)
                        a trustee or examiner (other than an examiner who will
                        investigate and report with respect to the Spin-Off)
                        with expanded powers shall be appointed or elected;

                        (s) the Plan of Reorganization shall not have been
                        confirmed and become effective by July 15, 2002;
                        provided, that such date shall automatically be extended
                        from July 15, 2002 until October 15, 2002; provided,
                        that (i) the Borrower has made, on or prior to July 15,
                        2002, a prepayment in an amount not less than
                        $50,000,000, which prepayment shall be applied against
                        the outstanding Term Loans and outstanding Incremental
                        Term Loans in direct chronological order of maturity;
                        (ii) Holdings has filed and is diligently prosecuting
                        the Plan of Reorganization; (iii) a hearing has been
                        scheduled to consider approval of the Disclosure
                        Statement in respect of the Plan of Reorganization; and
                        (iv) EBITDA for April 2002, May 2002 and June 2002 shall
                        not, in the aggregate, be more than $50,000,000 less
                        than the EBITDA set forth in the Budget for the same
                        three (3) month period (i.e., less than negative
                        $81,000,000).

                        (t) the Cash Collateral Order (1) shall not have been
                        entered by the United States Bankruptcy Court on or by
                        May 20, 2002; or (2) following entry thereof, the Cash
                        Collateral Order shall be terminated, modified or
                        amended in any respect without the Administrative
                        Agent's and the Required Lenders' consent;

                        (u) any order or judgement is entered under Sections 105
                        or 362 of the Bankruptcy Code or any other applicable
                        law in a Holdings Bankruptcy Case or any other court of
                        competent jurisdiction which alters, suspends, stays,
                        enjoins, limits or affects in any respect the rights and
                        remedies of the Administrative Agent or the Lenders with
                        respect to the Borrower, any Restricted Subsidiary
                        (other than CGA) or the Collateral, including any stay
                        in the enforcement or exercise of rights or remedies;


                                       16
<PAGE>


                        (v) the Lock Up Agreement shall terminate or otherwise
                        cease to be in full force and effect, other than solely
                        by reason of any action taken by the Lenders in
                        violation of the terms and provisions of the Lock Up
                        Agreement;

                        (w) Holdings or the Borrower shall fail to comply with
                        their respective obligations under the Lock Up
                        Agreement;

                        (x) any Termination Event (as defined in the Lock Up
                        Agreement) shall have occurred; or

                        (y) the Borrower and the Administrative Agent, (on
                        behalf of the Required Lenders) shall fail to reach an
                        agreement on or before July 15, 2002, regarding the
                        Critical Executive Retention Program and the CERP Trust,
                        as contemplated by Section 6.23 hereof; provided,
                        however, that no Event of Default shall occur if, on or
                        before July 15, 2002, the CERP Trust shall be terminated
                        and the Borrower shall have received, indefeasibly in
                        cash, all amounts deposited or transferred into the CERP
                        Trust and all amounts earned thereon and all such
                        amounts shall have been deposited by the Borrower into a
                        Controlled Deposit Account;"

                  (CCC) Schedules 6.05(k), 6.13 and 6.21 attached hereto are
hereby added as schedules to the Credit Agreement in the correct numerical
sequence.

                  SECTION 2. Representations and Warranties. Each of the Loan
Parties represents and warrants to the Administrative Agent and the Lenders
that:

                  (A) the execution, delivery and performance by the Loan
Parties of this Amendment and in the case of the Borrower and Holdings, the
performance by each of them of the Credit Agreement as modified by this
Amendment (i) have been duly authorized by all requisite corporate, partnership
or limited liability company action (as applicable) on the part of each such
Loan Party; and (ii) will not violate (a) any provision of any statute, rule or
regulation, or the Certificate of Incorporation or By-laws (or similar governing
documents) of any of the Loan Parties, (b) any applicable order of any court or
any rule, regulation or order of any other agency of government or (c) any
indenture, agreement or other instrument to which any of the Loan Parties is a
party or by which any of the Loan Parties or any of their respective properties
is bound, or be in conflict with, result in a breach of, or constitute (with
notice or lapse of time or both) a default under, any such indenture, agreement,
or other instrument;

                  (B) upon the occurrence of the Amendment No. 7 Effective Date
(as defined in Section 4 below), this Amendment will constitute the legal, valid
and binding obligation of the Loan Parties, enforceable in accordance with its
terms, except as the enforceability thereof may be limited by applicable
bankruptcy, insolvency, reorganization or other similar laws affecting
creditors' rights generally and by general equitable principles (regardless of
whether the issue of enforceability is considered in a proceeding in equity or
at law); and

                  (C) after giving effect to this Amendment, all representations
and warranties set forth in the Credit Agreement and the other Loan Documents
are true, correct and complete in all material respects on and as of the date
hereof with the same effect as if such representations and warranties had been
made on and as of the date hereof, unless such representation is as of a
specific date, in which case, as of such date.


                                       17
<PAGE>


                  SECTION 3. Consent, Agreement and Waiver by the Lenders.

                  (A) The Lenders hereby consent to (i) the Borrower repaying
intercompany Indebtedness to Holdings in the aggregate amount of $25,000,000
pursuant to that certain Promissory Note dated November 1, 1999 from the
Borrower and payable to Holdings and (ii) the use by Holdings of cash collateral
to pay costs and expenses of a Holdings Bankruptcy Case; provided that such use
is made pursuant to the Cash Collateral Order (as such term is defined in
Section 1(I) of this Amendment) and the budget attached thereto.

                  (B) The Lenders hereby agree that the $200 million prepayment
described in Section 4(C) below shall be applied to reduce the scheduled
repayments of Term Borrowings and Incremental Term Borrowings in direct
chronological order of maturity.

                  (C) The Borrower and Holdings hereby acknowledge and confirm
that certain Defaults and Events of Default have occurred prior to the Amendment
No. 7 Effective Date (collectively, the "Existing Defaults") and continue to
exist.

                  (D) The Administrative Agent, the other Agents, the Issuing
Bank and the Lenders hereby waive all Existing Defaults and any Event of Default
under Section 7.01(h), 7.01(i) and/or 7.01(j) caused by the filing of the
Holdings Bankruptcy Case (collectively, "Specified Defaults"); provided,
however, that (i) such waiver shall extend only to the Specified Defaults and
not to any other Defaults or Events of Default occurring on or after the
Amendment No. 7 Effective Date and (ii) such waiver is conditioned upon there
not having occurred a Waiver Termination Event (as defined below). Upon the
occurrence of a Waiver Termination Event, the waiver granted herein shall
terminate and the Administrative Agent, the other Agents, the Issuing Bank and
the Lenders shall be entitled to exercise any and all rights or remedies with
respect to the Specified Defaults and any other Event of Default that shall have
occurred and then be continuing, whether pursuant to the Loan Documents or
otherwise. "Waiver Termination Event" shall mean the occurrence and continuance
of an Event of Default other than the Specified Defaults.

                  SECTION 4. Effective Date. This Amendment shall not become
effective until the date on which all of the following conditions precedent
shall have been satisfied, or waived in writing (such date being referred to
herein as the "Amendment No. 7 Effective Date"):

                  (A) The Administrative Agent shall have received fully
executed counterparts of this Amendment executed by (i) the Loan Parties, (ii)
the Administrative Agent and (iii) those Lenders required by the provisions of
Section 10.02 of the Credit Agreement.

                  (B) All Qualifying Borrower Indebtedness (other than
$75,000,000 of existing Qualifying Borrowing Indebtedness) held by Holdings
shall be converted by the Borrower and Holdings into ordinary membership
interests in the Borrower which (i) are not mandatorily redeemable or redeemable
at the option of Holdings, (ii) are not convertible or exchangeable, (iii) are
not required to be repurchased, (iv) do not require the payment of any cash by
the Borrower either upon issuance or otherwise, and (v) which shall be pledged
on a first priority basis to the Administrative Agent pursuant to the Security
Agreement (to the extent not already so pledged).

                  (C) The Borrower shall have made a prepayment of existing
outstanding Loans in an aggregate amount of not less than $200,000,000, and
shall have instructed that such prepayment be applied to outstanding Term Loans
and outstanding Incremental Term Loans on a pro rata basis in accordance with
Section 3(B) above.


                                       18
<PAGE>


                  (D) The Administrative Agent shall have received a fee from
the Borrower in the amount of $7,904,000 (which fee shall be promptly
distributed by the Administrative Agent to the Lenders who have executed this
Amendment and the Lock-up Agreement described in Section 4(F) below) by 5:00
p.m. (New York City time) on Monday, April 22, 2002, on a pro rata basis in
accordance with each such Lender's aggregate amount of outstanding Revolving
Exposures, Term Loans and Incremental Term Loans).

                  (E) The Administrative Agent shall have received an executed
copy of that certain fee letter dated as of April 19, 2002 between the Borrower
on the one hand, and the Agents on the other hand, and shall have received
payment of the fee set forth therein (which fee shall be distributed by the
Administrative Agent to each of the Agents in accordance with such fee letter).

                  (F) The Administrative Agent shall have received a copy of a
Lock Up Agreement, in form and substance satisfactory to the Administrative
Agent and the Required Lenders, executed by those parties necessary to make such
agreement effective; and all conditions precedent to the effectiveness of the
Lock Up Agreement shall have been satisfied or waived by the appropriate
persons.

                  (G) The Borrower shall have provided cash collateral for the
total LC Exposure as of the Amendment No. 7 Effective Date, in the manner
provided in Section 2.05(j) of the Credit Agreement.

                  (H) The Loan Parties shall have obtained all consents and
waivers from any Persons necessary for the execution, delivery and performance
of this Amendment and any other transaction contemplated hereby or thereby.

                  (I) The Agents, Credit Lyonnais New York Branch and their
respective counsels shall have received such approvals, information, materials
and documentation as any of the Agents, Credit Lyonnais New York Branch or their
respective counsel may reasonably request, which approvals, information,
materials and documentation shall be satisfactory in form and substance to the
Agents, Credit Lyonnais New York Branch and their respective counsel.

                  (J) All fees and other charges presently due and payable to
the Administrative Agent or any Lender pursuant to any Loan Document shall have
been paid by the Borrower.

                  (K) All out-of-pocket expenses incurred by the Agents and
Credit Lyonnais New York Branch and invoiced by April 19, 2002 in connection
with the Credit Agreement, this Amendment, any other Loan Document or the
transactions contemplated by any of the foregoing (including, without
limitation, the reasonable fees and disbursements of Clifford Chance Rogers &
Wells LLP, Davis Polk & Wardwell, Shearman & Sterling, Simpson Thacher &
Bartlett, Haynes & Boone LLP and PWC), shall have been paid by the Borrower.

                  (L) All legal matters incident to this Amendment and the
effects hereof or any of the Loan Documents shall be reasonably satisfactory to
the Agents and their counsel.

                  SECTION 5. CONFIRMATION AND ACKNOWLEDGEMENT OF THE
OBLIGATIONS; RELEASE. THE BORROWER HEREBY (A) CONFIRMS AND ACKNOWLEDGES TO THE
ADMINISTRATIVE AGENT AND THE LENDERS THAT IT IS VALIDLY AND JUSTLY INDEBTED TO
THE ADMINISTRATIVE AGENT AND THE LENDERS FOR THE PAYMENT OF ALL OBLIGATIONS
WITHOUT OFFSET, DEFENSE, CAUSE OF ACTION OR COUNTERCLAIM OF ANY KIND OR NATURE
WHATSOEVER AND (B) REAFFIRMS AND ADMITS THE VALIDITY AND ENFORCEABILITY OF THE
CREDIT AGREEMENT AND THE LOAN DOCUMENTS AND THE LIENS IN THE


                                       19
<PAGE>


COLLATERAL WHICH WERE GRANTED PURSUANT TO ANY OF THE LOAN DOCUMENTS OR
OTHERWISE. EACH OF THE LOAN PARTIES, ON ITS OWN BEHALF AND ON BEHALF OF ITS
SUCCESSORS AND ASSIGNS, HEREBY WAIVES, RELEASES AND DISCHARGES EACH AGENT AND
EACH LENDER AND ALL OF THE AFFILIATES OF EACH AGENT AND EACH LENDER, AND ALL OF
THE DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, SUCCESSORS AND ASSIGNS OF
EACH AGENT, EACH LENDER AND SUCH AFFILIATES, FROM ANY AND ALL CLAIMS, DEMANDS,
ACTIONS OR CAUSES OF ACTION (KNOWN AND UNKNOWN) ARISING OUT OF OR IN ANY WAY
RELATING TO ANY OF THE LOAN DOCUMENTS AND ANY DOCUMENTS, AGREEMENTS, DEALINGS OR
OTHER MATTERS CONNECTED WITH ANY OF THE LOAN DOCUMENTS, IN EACH CASE TO THE
EXTENT ARISING (X) ON OR PRIOR TO THE DATE HEREOF OR (Y) OUT OF, OR RELATING TO,
ACTIONS, DEALINGS OR MATTERS OCCURRING ON OR PRIOR TO THE DATE HEREOF.

                  SECTION 6. ACKNOWLEDGEMENT AND CONSENT BY HOLDINGS AND THE
SUBSIDIARY LOAN PARTIES.

                  (A) HOLDINGS AND EACH SUBSIDIARY LOAN PARTY HEREBY
ACKNOWLEDGES THAT IT HAS READ THIS AMENDMENT AND CONSENTS TO THE TERMS HEREOF
AND FURTHER CONFIRMS AND AGREES THAT, NOTWITHSTANDING THE EFFECTIVENESS OF THIS
AMENDMENT, (I) ITS OBLIGATIONS PURSUANT TO THE CREDIT AGREEMENT OR ITS
SUBSIDIARY GUARANTEE (AS APPLICABLE) SHALL NOT BE IMPAIRED OR AFFECTED AND (II)
ITS GUARANTEE PURSUANT TO THE CREDIT AGREEMENT OR SUBSIDIARY GUARANTEE (AS
APPLICABLE) IS, AND SHALL CONTINUE TO BE, IN FULL FORCE AND EFFECT AND IS HEREBY
CONFIRMED AND RATIFIED IN ALL RESPECTS.

                  (B) HOLDINGS AND EACH SUBSIDIARY LOAN PARTY HEREBY CONFIRMS
AND ACKNOWLEDGES THAT IT IS VALIDLY AND JUSTLY INDEBTED TO THE ADMINISTRATIVE
AGENT AND THE LENDERS FOR THE PAYMENT OF ALL OF THE OBLIGATIONS WHICH IT HAS
GUARANTEED, WITHOUT OFFSET, DEFENSE, CAUSE OF ACTION OR COUNTERCLAIM OF ANY KIND
OF NATURE WHATSOEVER.

                  (C) HOLDINGS AND EACH SUBSIDIARY LOAN PARTY HEREBY REAFFIRMS
AND ADMITS THE VALIDITY AND ENFORCEABILITY OF THE CREDIT AGREEMENT AND THE LOAN
DOCUMENTS TO WHICH IT IS A PARTY AND THE LIENS IN THE COLLATERAL WHICH WERE
GRANTED BY IT PURSUANT TO ANY OF THE LOAN DOCUMENTS OR OTHERWISE.


                                       20
<PAGE>


                  SECTION 7. Costs and Expenses. The Borrower acknowledges and
agrees that its obligations set forth in Section 10.03 of the Credit Agreement
include the preparation, execution and delivery of this Amendment and any other
documentation contemplated hereby or thereby (whether or not this Amendment
becomes effective or the transactions contemplated hereby are consummated),
including, but not limited to, the reasonable fees and disbursements of Clifford
Chance Rogers & Wells LLP, counsel to the Administrative Agent, Shearman &
Sterling, counsel to the Co-Documentation Agents, Simpson Thacher & Bartlett,
counsel to the Syndication Agent, and Haynes & Boone LLP, counsel to Credit
Lyonnais New York Branch, and PWC.

                  SECTION 8. Limited Waiver or Modification; Ratification of
Credit Agreement.

                  (A) Except to the extent hereby expressly waived or modified,
the Credit Agreement and each of the Loan Documents remain in full force and
effect and are hereby ratified and confirmed.

                  (B) This Amendment shall be limited precisely as written and
shall not be deemed (i) to be a consent granted pursuant to, or a waiver or
modification of, any other term or condition of the Credit Agreement or any of
the instruments or agreements referred to therein or a waiver of any Default or
Event of Default under the Credit Agreement, whether or not known to the Agents
or the Lenders except to the extent expressly and for the purposes set forth in
Section 3(C) of this Amendment or (ii) to prejudice any right or rights which
the Administrative Agent or the Lenders may now have or have in the future under
or in connection with any Loan Document or any of the instruments or agreements
referred to in a Loan Document. The Administrative Agent, the other Agents and
the Lenders hereby expressly reserve all of the Administrative Agent's, the
other Agents' and the Lenders' (as applicable) respective rights and remedies
under the Credit Agreement and each of the other Loan Documents, as well as
under applicable law. No failure to exercise, delay in exercising or any
singular or partial exercise, by the Administrative Agent, the Agents or any of
the Lenders, of any right, power or remedy hereunder or any of the other Loan
Documents shall operate as a waiver thereof or in the case of a singular or
partial exercise of a right, power or remedy, preclude any other or further
exercise thereof of any other right, power or remedy, nor shall any of the Loan
Documents be construed as a standstill or a forbearance by any of the Agents or
the Lenders of their rights and remedies thereunder. All remedies of the
Administrative Agent, the Agents or the Lenders are cumulative and are not
exclusive of any other remedies under any other Loan Document or provided by
applicable law. Except to the extent hereby waived or modified and subject to
the terms and provisions of the Side Letter, the Credit Agreement and each of
the Loan Documents shall continue in full force and effect in accordance with
the provisions thereof on the date hereof and the Credit Agreement as heretofore
amended or modified and as modified by this Amendment are hereby ratified and
confirmed; provided that to the extent there is any inconsistency between the
provisions of the Credit Agreement as amended by this Amendment and the Side
Letter (except paragraphs 13 and 14 thereof), the provisions of the Credit
Agreement shall control. As used in the Credit Agreement, the terms "Credit
Agreement," "this Agreement," "herein," "hereafter," "hereto," "hereof," and
words of similar import, shall, unless the context otherwise requires, mean the
Credit Agreement as modified by this Amendment. Reference to the terms
"Agreement" or "Credit Agreement" appearing in the Exhibits or Schedules to the
Credit Agreement or in the other Loan Documents shall, unless the context
otherwise requires, mean the Credit Agreement as modified by this Amendment.
This Amendment shall be deemed to have been jointly drafted, and no provision of
it shall be interpreted or construed for or against any party hereto because
such party purportedly prepared or requested such provision, any other
provision, or this Amendment as a whole.

                  SECTION 9. Counterparts. This Amendment may be executed in any
number of counterparts and by the different parties hereto in separate
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which taken together shall constitute but one


                                       21
<PAGE>


and the same instrument. Delivery of an executed signature page to this
Amendment by facsimile shall be as effective as delivery of a manually executed
counterpart of this Amendment.

                  SECTION 10. Loan Document. This Amendment is a Loan Document
pursuant to the Credit Agreement and shall (unless expressly indicated herein or
therein) be construed, administered, and applied, in accordance with all of the
terms and provisions of the Credit Agreement.

                  SECTION 11. Severability. Any provision of this Amendment
which is invalid, illegal or unenforceable under the applicable law of any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without invalidating the
remaining provisions hereof, and any such invalidity, illegality or
unenforceability in any jurisdiction shall not invalidate such provision in any
other jurisdiction.

                  SECTION 12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WHICH
ARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY WITHIN THE STATE OF
NEW YORK.

                  SECTION 13. Successors and Assigns. The provisions of this
Amendment shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns.

                  SECTION 14. Headings. The headings of this Amendment are for
the purposes of reference only and shall not affect the construction of, or be
taken into consideration in interpreting, this Amendment.

              [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]


                                       22
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed as of the day and the year first above written.

                                    BORROWER:

                                    WILLIAMS COMMUNICATIONS, LLC


                                    By: /s/ Scott E. Schubert
                                    Name:  Scott E. Schubert
                                    Title:  Chief Financial Officer


                                    HOLDINGS:

                                    WILLIAMS COMMUNICATIONS GROUP, INC.


                                    By: /s/ Scott E. Schubert
                                    Name:  Scott E. Schubert
                                    Title:  Chief Financial Officer





                                    AGENTS AND LENDERS:

                                    SIGNATURE BLOCK OMITTED:

                                             [EXECUTED BY EACH OF APPROXIMATELY
                                             81% OF BANKS]


<PAGE>


ACCEPTED AND AGREED TO:


SUBSIDIARY LOAN PARTIES:
CG AUSTRIA, INC. (formerly known as WILLIAMS GLOBAL COMMUNICATIONS
     HOLDINGS, INC.)
CRITICAL CONNECTIONS, INC.
WCS COMMUNICATIONS SYSTEMS, INC.
WCS, INC.
WILLIAMS COMMUNICATIONS OF VIRGINIA, INC.
WILLIAMS COMMUNICATIONS PROCUREMENT, L.L.C.
WILLIAMS COMMUNICATIONS PROCUREMENT, LP
 WILLIAMS LEARNING NETWORK, INC.
WILLIAMS LOCAL NETWORK, LLC
WILLIAMS TECHNOLOGY CENTER, LLC
WILLIAMS COMMUNICATIONS MANAGED
     SERVICES, LLC
WILLIAMS COMMUNICATIONS MANAGED SERVICES
     OF CALIFORNIA, INC.

By: /s/ Scott E. Schubert
   ----------------------
Name:  Scott E. Schubert
Title: Chief Financial Officer


<PAGE>


                                                                SCHEDULE 6.05(k)


                                 NON-CORE ASSETS



<PAGE>


                                                                   SCHEDULE 6.13


                               MATERIAL AGREEMENTS



<PAGE>


                                                                   SCHEDULE 6.21


                   EXISTING INVESTMENT AND INDEBTEDNESS OF THE
                            UNRESTRICTED SUBSIDIARIES