<PAGE>

                                                                   EXHIBIT 10.17

                     FIFTH AMENDMENT TO TERM LOAN AGREEMENT

         THIS FIFTH AMENDMENT TO TERM LOAN AGREEMENT (the "Amendment") is
entered into effective as of July 31, 2002, among The Williams Companies, Inc.,
a Delaware corporation (the "Company"), Williams Gas Pipeline Company, L.L.C., a
Delaware limited liability company, and Williams Production Holdings L.L.C., a
Delaware limited liability company (collectively, the "Guarantor"), Credit
Lyonnais New York Branch, as Administrative Agent (in such capacity,
"Administrative Agent"), and certain Lenders (herein so called) named on
Schedule 2.1 (as amended and supplemented from time to time) of the Term Loan
Agreement (as hereinafter defined).

                                    RECITALS

         A.       The Company, Lenders, Commerzbank AG New York and Cayman
Island Branches, as Syndication Agent, The Bank of Nova Scotia, as Documentation
Agent, and Administrative Agent entered into that certain Term Loan Agreement
dated as of April 7, 2000, as modified and amended pursuant to that certain
First Amendment to Term Loan Agreement dated as of August 21, 2000, that certain
Waiver and Second Amendment to Term Loan Agreement dated as of January 31, 2001,
that certain Third Amendment to Term Loan Agreement dated as of February 7,
2002, and that certain Fourth Amendment to Term Loan Agreement dated as of March
11, 2002 (such Term Loan Agreement, as so modified and amended, herein referred
to as the "Term Loan Agreement"), which Term Loan Agreement has been further
modified by that certain letter agreement dated as of November 6, 2000, and that
certain Limited Waiver of Term Loan Agreement dated as of July 20, 2001. Unless
otherwise indicated herein, all terms used with their initial letter capitalized
are used herein with their meaning as defined in the Term Loan Agreement, and
all Section references are to Sections in the Term Loan Agreement.

         B.       The Company has requested that the Lenders further modify and
amend certain terms and provisions of the Term Loan Agreement.

         C.       The Lenders are willing to so modify and amend the Term Loan
Agreement, as requested, in accordance with the terms and provisions set forth
herein and upon the condition that the Company and the Determining Lenders shall
have executed and delivered this Amendment and that the Company shall have fully
satisfied the terms and conditions hereof.

         NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Company, Administrative Agent and the Lenders hereby agree, as
follows:

Paragraph 1. Consent. The Lenders party hereto consent to (i) the sale by the
Company or by any of its Subsidiaries of (1) WPC (the "Central Pipelines Asset
Disposition"), (2) MAPL (the "MAPL Asset Disposition"), (3) Seminole (the
"Seminole Asset Disposition"), (4) the Refineries (the "Refineries Asset
Disposition"), (5) Soda Ash (the "Soda Ash Asset Disposition"), (6)
TravelCenters (the "Travel Centers Asset Disposition"), and (7) Bio-Energy (the
"Bio-Energy Asset Disposition", together with the Central Pipelines Asset
Disposition, MAPL Asset Disposition, Seminole Asset Disposition, Refineries
Asset Disposition, Soda Ash Disposition and TravelCenters Asset Disposition, the
"TWC Asset Dispositions"), (ii) the LLC Guaranty, the Midstream Guaranty, and
the Holdings Guaranty, and (iii) the execution and delivery of and performance
by RMT, the Company and RMT LLC and their subsidiaries party thereto of the
Barrett Loan Agreement and the transactions related thereto or contemplated
thereby.

<PAGE>

Paragraph 2. Amendments to Term Loan Agreement. The Term Loan Agreement hereby
is amended as follows:

         2.1      Definitions

         (a)      Section 1.1 of the Credit Agreement is hereby amended by
         replacing the following definitions, in their respective entireties, as
         follows:

                  "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>
                             Eurodollar         Base Rate
 Index Debt Ratings        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 Bl                  4.500%             3.250%

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

         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 one less than 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 4); 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 and the cancellation of all commitments to lend
         hereunder, 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.

                                       2

<PAGE>

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.

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

         "Debt" means, in the case of any Person, the principal or equivalent
amount 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 (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.

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

                                       3

<PAGE>

(b) Section 1.1 of the Credit Agreement is hereby amended by inserting the
following definitions hereto in proper alphabetical order:

         "Acceptable Security Interest" in any property shall mean a Lien
granted pursuant to a Credit Document (i) which exists in favor of the
Collateral Agent for the benefit of itself, the Administrative Agent, the Banks
and the "Administrative Agent", "Issuing Banks" and "Banks" as each such term is
defined in the L/C Agreement, (ii) which is superior to all other Liens, except
Permitted Liens, (iii) which secures the "Obligations" as defined in each of the
Primary Credit Agreement and the L/C Agreement, and (iv) which is perfected and
is enforceable by the Collateral Agent, for the benefit of itself and the
"Administrative Agent", "Issuing Banks" and "Banks" as each such term is defined
in each of the Primary Credit Agreement and the L/C Agreement, against all other
Persons in preference to any rights of any such other Person therein; provided
that such Lien may be subject to the "Agreed Exceptions" (as defined in the L/C
Agreement).

         "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).

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

         "Barrett Loan Agreement" means the Credit Agreement dated July 3 1,
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.

         "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.

         "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
Liens created under the L/C Collateral Documents 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 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-l" (or the then equivalent grade) by
Moody's Investors Service, Inc. or "A-l" (or the then equivalent grade) by
Standard & Poor's, a division of The McGraw-Hill Companies, Inc.

                                       4

<PAGE>

         "Cash Flow" means, for any period, the Consolidated cash flow from
operations of the Company and its 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 Subsidiaries, except and then only to the extent of the amount thereof that
the Company or any of its 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 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 (1) for the third Fiscal Quarter of 2002 only, margin and capital or
adequate assurances relating to its refining and marketing and EMT.

         "Collateral" shall have the meaning specified in Section 1.1 of the L/C
Agreement.

         "Collateral Agent" means Citicorp, USA, Inc. in its capacity as
"Collateral Agent" pursuant to the L/C Collateral Documents and the LIC
Agreement.

         "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 "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.

         "EMT" means Williams Energy Marketing & Trading Company.

         "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.

         "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 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
by a counterparty of the Company or any of its affiliates to hedge against the
credit risk of such counterparty, 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

                                       5

<PAGE>

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.

         "Guarantor" 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.

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

         "Holdings Guaranty" means that certain guaranty executed by RMT LLC in
substantially the form of Exhibit J to the L/C Agreement, as amended,
supplemented or modified from time to time.

         "Hydrocarbons" means oil, gas, casinghead gas, condensate, distillate,
and liquid hydrocarbons.

         "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.

         "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 Credit Agreement as in effect on
July 31, 2002 among the Company, as borrower, Citibank, N.A., as agent and as
collateral agent, and the other agents, issuing banks and lenders party thereto.

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

         "Legacy L/C's" means those outstanding letters of credit as of July 31,
2002 as set forth on Schedule XV of the Primary Credit Agreement, to the extent
such Letters of Credit have not been Cash Collateralized

         "Letter of Credit" 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

                                       6

<PAGE>

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.

         "LLC Guaranty" means, collectively, the agreements executed by the
Guarantor in form and substance satisfactory to the Administrative Agent
guarantying, unconditionally, the payment of the Obligation, as the same may be
amended, modified or supplemented from time to time.

         "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, a Delaware corporation.

         "MAPL Asset Disposition" means the sale, transfer or other distribution
of the Equity Interests in or Assets of MAPL.

         "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 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 that owns
any direct or indirect interest in TGPL, TGT and NWP.

         "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 Williams GP LLC, Williams Energy Partners
L.P. or any of their Subsidiaries.

         "Midstream Business" means the gathering, marketing, dehydrating,
treating, processing, fractionating, refining, storing, selling and transporting
of Hydrocarbons and Refined Hydrocarbons, and any business relating thereto.

         "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.

         "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 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), 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)

                                       7

<PAGE>

payments of unassumed liabilities relating to the assets sold at the time of, or
within 60 days after, the date of such sale, and provided that such gross
proceeds shall not include any portion of such gross cash proceeds which the
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 TWC Asset Disposition; provided, further
that such 120-day period shall be extended to the extent any amount of such
proceeds is subject to a good faith dispute or claim), the amount (if any) by
which the reserved amount in respect of such sale or disposition exceeds the
actual post-closing adjustments payable by such Person shall constitute Net Cash
Proceeds on such date received by such Person from such sale, lease, transfer or
other disposition.

         "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 VI to the L/C Agreement or any new project commenced or acquired after
the date hereof, 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 Performance Guaranty) or any property or asset
of the Company or any Subsidiary of the Company (other than 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.

         "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.

         "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.

         "Prepayment Percentage" means the quotient of (i) the Principal Debt
divided by (ii) the Related Credit Facility Debt (other than that arising under
or related to the Prairie Wolf Facility).

         "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

                                       8

<PAGE>

limited to 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 to Equity Interests in, or Debt or other obligations of, one or more
other such Subsidiaries or Business Entities, or to Debt or other obligations of
the Company or 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.

         "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 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.

         "Related Credit Facility Debt" means, without duplication, the
aggregate amount of all commitments to lend, issue letters of credit or
otherwise make loans, advances or other extensions of credit to the Company or
any of its Affiliates under the Primary Credit Agreement (unless and until the
outstanding "Commitments" thereunder have been reduced to $400,000,000) and the
Progeny Facilities.

         "RMT" means Williams Production RMT Company.

         "RMT LLC' means Williams Production Holding LLC.

         "Seminole Asset Disposition" means the sale, transfer or other
distribution of all or substantially all of the Equity Interests in or assets of
Seminole.

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

         "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.

         "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.

                                       9

<PAGE>

         "Travel Centers" means Williams TravelCenters, Inc.

         "TWC Asset Dispositions" has the meaning specified in Paragraph 1
herein.

         "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.

         "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
Sale Leaseback transaction with WCG and its Subsidiary, Williams Technology
Center, LLC ("WTC") involving Williams Technology Center and two aircraft dated
September 13, 2001 (the "WCG Sale Leaseback"), is terminated, (ii) in exchange
for such termination, the Company receives a promissory note payable by the
reorganized WCG, WTC and/or the other WCG Subsidiaries, as co-makers in an
amount of $100,000,000 or less, and (iii) consideration from the Company and its
Subsidiaries includes termination of the existing WCG Sale Leaseback, but does
not include any cash payment by the Company or any of its Subsidiaries to WCG or
WTC.

         2.2      Subsection 3.2(c) is hereby amended and restated to read in
its entirety as follows:

         "(c) The Company shall make mandatory prepayments of the Principal Debt
from time to time in an amount equal to the product of (A) fifty percent (50%)
of the Net Cash Proceeds of any and all asset dispositions (other than the MAPL
Disposition, the Seminole Asset Disposition, the sale of the Alaska Refinery,
and the sale or other disposition (other than a redemption) of any Equity
Interests of Williams Energy Partners, L.P. by Williams GP LLC, the general
partner thereof) and one hundred percent (100%) of any issuances of TWC
Preferred Stock after July 31, 2002, multiplied by (B) the Prepayment
Percentage. Any and all amounts required to be prepaid under the preceding
sentence shall be made within three days after such proceeds are received and
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.

         2.3      Section 8.2(b) is hereby amended and restated in its entirety
and replaced with the following:

                  "(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 Consolidated balance sheet of the
         Company and its Consolidated Subsidiaries as of the end of such Fiscal
         Quarter and the 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

                                       10

<PAGE>

         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;"

         2.4      Section 8.2(c) is hereby amended and restated in its entirety
and replaced with the following:

                  "(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)."

         2.5      Section 8.2(d) is hereby amended by deleting the words
"material Subsidiaries" in the second line thereof and replacing them with
"Material Subsidiaries."

         2.6      Section 8.2(e) is hereby amended by deleting the words
"material Subsidiary" in the third line thereof and replacing them with
"Material Subsidiaries."

         2.7      Section 8.2(f) is hereby amended and restated in its entirety
and replaced with the following:

                  "(f)     as soon as possible and in any event within 30
         Business Days after the Company or any ERISA Affiliate of the Company
         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 any ERISA
         Affiliate 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 or any ERISA Affiliate 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 or such Subsidiary or such ERISA
         Affiliate proposes to take with respect thereto."

         2.8      Section 8.2(l) is hereby amended by adding at the end thereof
a new clause (1) to read as follows:

                                       11

<PAGE>

                  "(1)     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
         Protection Statute, 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."

         2.9      Section 8.3 is hereby amended by deleting the words "material
Subsidiary" commencing in the first line thereof and replacing them with
"Material Subsidiary."

         2.10     Section 8.5 is hereby amended in its entirety and replaced
with the following:

                  "8.5     Liens, Etc. The Company shall not create, assume,
         incur or suffer to exist, or permit any of its Subsidiaries to create,
         assume, incur or suffer to exist, any Lien on or in respect of any of
         its property, whether now owned or hereafter acquired, or assign or
         otherwise convey, or permit any such Subsidiary to assign or otherwise
         convey, any right to receive 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 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 Subsidiaries, and (iii) secured only by cash, short-term
         investments or a Letter of Credit); provided however, that
         notwithstanding the foregoing (1) the Company or any of its
         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 or
         documents related thereto."

         2.11     Section 8.6 is hereby amended in its entirety and replaced
with the following:

                  "8.6     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."

         2.12     Section 8. 7 hereby is amended and restated in its entirety
and replaced with the following:

                  "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 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 Section 8.16 or any TWC
         Asset Disposition."

                                       12

<PAGE>

         2.13     Section 8.8 is hereby amended and restated in its entirety and
replaced with the following:

                  "8.8     Agreements to Restrict Certain Transfers. The Company
         shall not enter into or suffer to exist, or permit any of its
         Subsidiaries to enter into or suffer to exist, any consensual
         encumbrance or restriction on its ability or the ability of any of its
         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 Subsidiaries; or
         (ii) to make loans or advances to the Company or any Subsidiary
         thereof, except (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 the date hereof, (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 Williams Energy Partners L.P. and (6)
         encumbrances and restrictions on any Subsidiary pursuant to the Barrett
         Loan Agreement."

         2.14     Section 8.9 is hereby amended and restated in its entirety and
replaced with the following:

                  "8.9     Loans and Advances; Investments. The Company shall
         not make or permit to remain outstanding, or allow any of its
         Subsidiaries to make or permit to remain outstanding, any loan or
         advance to, or own, purchase or acquire any obligations or debt or
         Equity Interests of, any WCG Subsidiary, except that the Company and
         its Subsidiaries may (i) 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 the date hereof 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, (ii) pursuant to the WCG Unwind
         Transaction, acquire and own the promissory note referred to in clause
         (ii) of the definition herein of WCG Unwind Transaction, and (iii)
         receive any distribution from WCG or any Subsidiary thereof in
         connection with the bankruptcy proceedings of WCG or any Subsidiary
         thereof. Except for those investments permitted in subsections (i),
         (ii), and (iii) above, the Company shall not, and the Company shall not
         permit any of its Subsidiaries to, acquire or otherwise invest in
         Equity Interests in, or make any loan or advance to, a WCG Subsidiary."

         2.15     Section 8.10 is hereby and restated in its entirety and
replaced with the following:

                  "8.10    Maintenance of Ownership of Certain Subsidiaries.
         Except with respect to Williams Energy Partners L.P. and its
         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 itself, NWP, TGPL, TGT, or
         any of the Company's Material Subsidiaries; 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

                                       13

<PAGE>

         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 TPGL, TGT, or NWP) of the Company (iv) any TWC Asset
         Disposition, or (v) the sale or other disposition of the Equity
         Interests in any Subsidiary of RMT LLC required pursuant to, and in
         accordance with, the Barrett Loan Agreement; provided that, 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 Subsidiaries to purchase
         shares, any interest in shares or any ownership interest in a WCG
         Subsidiary except as permitted by Section 8.9."

         2.16     Section 8.12 is hereby amended by deleting the word
"Subsidiary" in the third line thereof and replacing it with "Material
Subsidiary."

         2.17     Section 8J3 is hereby amended and restated in its entirety and
replaced with the following:

                  "8.13    Guarantees. After the date of the Amendment, the
         Company shall not enter into any agreement to guarantee or otherwise
         become contingently liable for, or permit any of its Subsidiaries to
         guarantee or otherwise become contingently liable for, Debt or any
         other obligation of any WCG Subsidiary or to otherwise assure a WCG
         Subsidiary, or any creditor of a WCG Subsidiary, against loss, except
         for any guarantees permitted by the L/C Agreement and the Holdings
         Guaranty."

         2.18     Section 8.14 is hereby amended and restated in its entirety
and replaced with the following:

                  "8.14    Sale and Lease-Back Transactions. The Company shall
         not enter into, or permit any of its Subsidiaries 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."

         2.19     The following Sections are hereby added as Sections 8.16
through 8.21 as follows:

                  "8.16    Asset Disposition. The Company shall not sell, lease,
         transfer or otherwise dispose of, or permit any of their Material
         Subsidiaries to sell, lease, transfer or otherwise dispose of, any
         property of the Company 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 or obsolete equipment in the
         ordinary course of business, if no Event of Default exists at the time
         of such sale, (iii) replacement of equipment in the ordinary course of
         business with other equipment at least as useful and beneficial to the
         Company or its Material Subsidiaries and their respective businesses as
         the equipment replaced if no Event of Default exists at the time of
         such replacement and an Acceptable Security Interest exists in such
         other equipment at the time of such replacement, (iv) sales of other
         immaterial Property (other than Equity Interests, Debt or other
         obligations of any Subsidiary) in the ordinary course of business and
         on reasonable terms, if no Event of Default exists at the time of such
         sale; provided that Property may not be sold pursuant to this clause
         (iv) if the aggregate fair market value of all Property sold pursuant
         to this clause (iv) exceeds $250,000 in any year, (v) sales of assets
         which are not Collateral for cash in arm's length

                                       14

<PAGE>

         transactions; (vi) sales or other dispositions of WPC or the
         Refineries, (vii) sales of MAPL and Seminole and (viii) sales or other
         dispositions of assets of Williams GP LLC or Williams Energy Partners
         L.P.; provided that (A) the proceeds from any disposition permitted
         pursuant to clauses (i) through (vii) shall be applied in accordance
         with the terms and conditions of this 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. Notwithstanding anything in
         this Section 8.16 to the contrary, and for greater certainty, nothing
         in this Agreement shall prohibit (1) the transfer of Equity Interests
         of RMT from the Company to RMT LLC or (2) RMT LLC, RMT and their
         respective Subsidiaries from selling, leasing, transferring or
         otherwise disposing of any property of RMT LLC, RMT and their
         respective Subsidiaries required in accordance with the provisions of
         the Barrett Loan Agreement."

                  8.17     Restricted Payments. The Company shall not 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 issue or sell any Equity Interests or accept any
         capital contributions, or permit any of its Subsidiaries to do any of
         the foregoing, or permit any of its Subsidiaries to purchase, redeem,
         retire, defease or otherwise acquire for value any Equity Interests in
         the Company or to issue or sell any Equity Interests therein, or make
         any prepayment with respect to any Debt (other than the Progeny
         Facilities or Debt of Williams Energy Partners L.P. and its
         Subsidiaries) or repurchase any Debt securities except as required by
         the terms thereof in effect on the date hereof, except that, so long as
         no Default shall have occurred and be continuing at the time of any
         action described in clause (a) through (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 stockholders and
                  purchase, redeem, retire or otherwise acquire shares of its
                  own outstanding capital 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 no greater than the sum of
                  $6,250,000;

                           (b)      any Subsidiaries of the Company may (A)
                  declare and pay cash dividends to the Company and (B) declare
                  and pay cash dividends to any other Guarantor under the L/C
                  Agreement of which it is a Subsidiary;

                           (c)      Williams Energy Partners L.P. may declare
                  and pay cash distributions to its unitholders; provided that
                  any such cash distribution shall comply with the partnership
                  agreement governing Williams Energy Partners L.P.; and

                           (d)      Apco Argentina, Inc. may declare and pay
                  dividends in accordance with applicable laws and its governing
                  documents.

                  8.18     Investment in Other Persons. The Company shall not
         make or hold, or permit any of its 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 the date
         hereof and

                                       15

<PAGE>

         additional investments in Subsidiaries engaged in businesses reasonably
         related to the businesses carried on by such Company and its
         Subsidiaries on the date hereof; (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
         the date hereof; (v) Investments by the company in Hedge Agreements
         entered into in the ordinary course of business and not for speculative
         purposes; (vi) Investments consisting of intercompany debt; and (vii)
         other Investments in an aggregate amount invested not to exceed
         $50,000,000 annually; provided that with respect to Investments made
         under this clause (vii): (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) the company or business acquired or invested
         in pursuant to this clause (vii) shall be in the same line of business
         as the business of the Company or any of its Subsidiaries.

                  8.19     Subsidiary Debt. The Company shall not permit any of
         its Subsidiaries to create, incur, assume or suffer to exist Debt,
         other than (i) Debt incurred, assumed or suffered to exist by TGPL,
         TGT, NWP, and Williams Energy Partners L.P. and its 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 equal to $50,000,000, (iii) Debt in
         existence on the date hereof, (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, and
         (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.

                  8.20     Compliance with Primary Credit Agreement. The Company
         and its Subsidiaries shall comply at all times with the terms and
         provisions of Articles V and VI of the Primary Credit Agreement as in
         effect as of July 3 1, 2002 (including, without limitation, as such
         Primary Credit Agreement shall have been amended pursuant to the
         Consent and Fourth Amendment dated as of July 31, 2002)."

                  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).

         2.20     Schedule I is hereby amended in its entirety and replaced with
Schedule I set forth on Annex A attached hereto.

         2.21     The Term Loan Agreement is hereby amended by adding a new
Schedule III attached hereto as Annex B.

         2.22     Section 12 is amended by adding the following new Section
12.17, such section to appear in appropriate numerical order therein:

                  "12.17   Guaranty. As an inducement to the Administrative
         Agent and the Lenders to enter into this Agreement, Company shall cause
         the Guarantor to execute and deliver to the Administrative Agent the
         LLC Guaranty and the Holdings Guaranty, each providing for the guaranty
         of payment and performance of the Obligation."

Paragraph 3. Amendment Effective Date. This Amendment shall be binding upon all
parties to the Loan Papers on the last day upon which the following has
occurred:

                                       16

<PAGE>

                  (a)      Counterparts of this Amendment shall have been
         executed and delivered to Administrative Agent by the Company,
         Administrative Agent, and the Determining Lenders or when
         Administrative Agent shall have received telecopied, telexed, or other
         evidence satisfactory to it that all such parties have executed and are
         delivering to Administrative Agent counterparts thereof.

                  (b)      Counterparts of the LLC Guaranty shall have been
         executed and delivered to the Administrative Agent by the Guarantor or
         when the Administrative Agent shall have received telecopied, telexed,
         or other evidence satisfactory to it that the Guarantor has executed
         and is delivering to the Administrative Agent counterparts thereof.

                  (c)      The Administrative Agent shall have received from the
         Company and Guarantor a certificate dated as of the Amendment Effective
         Date (defined below) of its secretary, assistant secretary, manager or
         general partner as applicable (i) as to resolutions of its board of
         directors or managers or their equivalent authorizing the execution and
         performance of this Amendment and the LLC Guaranty, as applicable, (ii)
         the certificate or articles of incorporation, the bylaws, or the
         limited liability company agreement, as applicable, and (ii) if the
         officer executing this Amendment and the LLC Guaranty is not named in
         the incumbency certificate delivered at the time of execution of the
         Term Loan Agreement, as to the incumbency and signature of said
         officer.

                  (d)      The Administrative Agent shall have received
         favorable opinions of William G. von Glahn, General Counsel of the
         Company, and Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
         Company, as to the due authorization, execution and delivery of this
         Amendment.

                  (e)      Evidence satisfactory to the Administrative Agent
         that the Company shall have received gross cash proceeds from the TWC
         Asset Dispositions, the Barrett Loan and the issuance of TWC Preferred
         Stock in the aggregate amount of no less than $2,100,000,000.

                  (f)      The Company shall have entered into (i) the L/C
         Agreement, and (ii) a Consent and Fourth Amendment to the Primary
         Credit Agreement, each in form and substance satisfactory to
         Administrative Agent and the Determining Lenders, and all conditions
         precedent to the effectiveness thereof shall have been fully satisfied.

                  (g)      The Administrative Agent shall have received such
         other assurances, certificates, documents and consents as the
         Administrative Agent may require.

Upon satisfaction of the foregoing conditions, this Amendment shall be deemed
effective on and as of July 3 1, 2002 (the "Amendment Effective Date").

Paragraph 4. Representations and Warranties. As a material inducement to Lenders
to execute and deliver this Amendment, the Company hereby represents and
warrants to Lenders (with the knowledge and intent that Lenders are relying upon
the same in entering into this Amendment) the following: (a) the representations
and warranties in the Term Loan Agreement and in all other Loan Papers are true
and correct on the date hereof in all material respects, as though made on the
date hereof except to the extent such representations and warranties relate to
an earlier date; and (b) no Default or Potential Default exists under the Loan
Papers.

Paragraph 5. Miscellaneous.

                                       17

<PAGE>

         5.1      Effect on Loan Documents. The Term Loan Agreement and all
related Loan Papers shall remain unchanged and in full force and effect, except
as provided in this Amendment, and are hereby ratified and confirmed. On and
after the Amendment Effective Date, all references to the "Term Loan Agreement"
shall be to the Term Loan Agreement as herein amended. The execution, delivery,
and effectiveness of this Amendment shall not, except as expressly provided
herein, operate as a waiver of any Rights of the Lenders under the Term Loan
Agreement or any Loan Papers, nor constitute a waiver under the Term Loan
Agreement or any other provision of the Loan Papers.

         5.2      Reference to Miscellaneous Provisions. This Amendment, the LLC
Guaranty, and the other documents delivered pursuant to this Amendment are part
of the Loan Papers referred to in the Term Loan Agreement, and the provisions
relating to Loan Papers set forth in Section 12 are incorporated herein by
reference the same as if set forth herein verbatim.

         5.3      Fees. The Company shall pay to each Lender that shall have
approved this Amendment and shall have delivered to the Administrative Agent a
duly executed counterpart hereof not later than 12:00 noon central standard time
on July 31, 2002, a fee equal to the product of each such Lender's respective
Committed Sum and the greater of (a) 0.10% or (b) the highest percentage paid to
any lender as a fee (whether as an "amendment fee" or otherwise) for or relating
to the execution and delivery of the waiver or amendment of any of the other
Progeny Facilities entered into contemporaneously herewith.

         5.4      Costs and Expenses. The Company agrees to pay promptly the
reasonable fees and expenses of counsel to Administrative Agent for services
rendered in connection with the preparation, negotiation, reproduction,
execution, and delivery of this Amendment.

         5.5      Counterparts. This Amendment 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 Amendment, it shall not be necessary to produce or account
for more than one such counterpart. It is not necessary that all parties execute
the same counterpart so long as identical counterparts are executed by the
Company, each Guarantor, each Determining Lender, and Administrative Agent.

         5.6      Undertaking; Post Closing Actions. The parties to this
Amendment hereby agree and undertake to each use their best efforts and to act
diligently and promptly in taking any action or step necessary to resolve or
correct any error, omission, open item or general inconsistency or other
discrepancy which may exist, or of which the parties hereto may hereafter become
aware, herein, in any other Loan Paper, or any other Credit Document.

         5.7      THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.

         Executed as of the date first above written, but effective as of the
Amendment Effective Date.

                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

                             SIGNATURE PAGES FOLLOW]

                                       18

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative 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
Attn: Treasurer
Telephone No.: (918) 573-5551                 By:  /s/  James G. Ivey
Facsimile No.: (918) 573-2065                 Name: James G. Ivey
                                              Title: 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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

Signature Page to that certain Fifth Amendment to Term Loan Agreement dated
effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                                         By: /s/ Bernard Waymuller
                                         Name: Bernard Waymuller
                                         Title: Senior Vice President

With a copy to:

1000 Louisiana Street, Suite 5360
Houston, Texas 77002
Attention: Mr. Robert LaRocque
Telephone No.: 713-753-8733
Facsimile No.: 713-751-0307

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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: ___________________________________
                                         Name: _________________________________
                                         Title: ________________________________

With a copy to:                          By: ___________________________________
                                         Name: _________________________________
Holland & Knight                         Title: ________________________________
1201 West Peachtree Street, Suite 2000
Atlanta, Georgia 30309
Attn: Ms. Sherie Holmes
Telephone: (404) 898-8197
Facsimile: (404) 881-0470

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

                                         FOUR WINDS FUNDING CORPORATION, as a
                                         Designated Lender
                                         By  Commerzbank Aktiengesellchaft, as
                                             Administrator and Attorney-in-Fact

                                         By: ___________________________________
                                         Name: _________________________________
                                         Title: ________________________________

                                         By: ___________________________________
                                         Name: _________________________________
                                         Title: ________________________________

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

Strong Capital Management                STRONG ADVANTAGE FUND, INC. as a
100 Heritage Reserve                     Lender
Attn: Joe Ford
Menomonee Falls, Wisconsin 53201         By: /s/ Gilbert L. Southwell, III
Telephone: (414) 973-5266                Name: Gilbert L. Southwell, III
Facsimile: (414) 973-5239                Title: Assistant Secretary

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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                By:____________________________________
Facsimile: (212) 651-9785                Name: _________________________________
                                         Title:_________________________________

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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                By:____________________________________
Facsimile: (212) 684-9315                Name: _________________________________
                                         Title:_________________________________

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                                         By:____________________________________
                                         Name: _________________________________
                                         Title:_________________________________

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

245 Peachtree Center Avenue, Suite 2550 KBC BANK N.V., as a Lender
Atlanta, Georgia 30303
Attn: Filip Ferrante                     By: /s/ Jean Pierre Diels
Telephone: (404) 584-5466                Name: Jean Pierre Diels
Facsimile: (404) 584-5465                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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fourth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

Grosse Bleiche 54-56                     LANDESBANK RHEINLAND-PFALZ
Mainz, Germany 55098                     - GIROZENTRALE -
Attn: Wolf-Rudiger Stahl                 as a Lender
Telephone: (011) 49-61-31-132747
Facsimile: (011) 49-61-31-132599         By:  /s/ Wolf-Rudiger Stahl
                                         Name: Wolf-Rudiger Stahl
                                         Title: Senior Vice President

                                         By: /s/ Beatrix Eberz
                                         Name: Beatrix Eberz
                                         Title: Assistant Vice President

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                                         By: /s/ Reiner Montag
                                         Name: Reiner Montag
                                         Title: Senior Vice President

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

Martensdamm 6                            LANDESBANK SCULES WIG-HOLSTEIN
Kiel, Germany 24103                      GIROZENTRALE, as a Lender
Attn: Kerstin Spaeter
Telephone: (011) 49-431-900-2765         By:  __________________________________
Facsimile: (011) 49-431-900-1794         Name: _________________________________
                                         Title:_________________________________

                                         By:____________________________________
                                         Name: _________________________________
                                         Title:_________________________________

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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                By:____________________________________
Facsimile: (213) 532-3766                Name: _________________________________
                                         Title:_________________________________

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                                         By: /s/ Athansasia Stephanides
                                         Name: Athanasia Stephanides
                                         Title: Executive Manager

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

1200 Smith Street, Suite 3100            BNP PARIBAS, as a Lender
Houston, Texas 77002
Attn: Mark Cox                           By: /s/ Barton D. Schouest
Telephone: (713) 982-1152                Name: Barton D. Schouest
Facsimile: (713) 859-6915                Title: Managing Director

With a copy to:                          By: /s/ Greg Smothers
                                         Name: Greg Smothers
1200 Smith Street, Suite 3100            Title Vice President
Houston, Texas 77002
Attn:     David Dodd
Telephone:   (713) 982-1156
Facsimile:   (713) 859-6915

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

277 Park Avenue, 6th Floor               SUMITOMO MITSUI BANKNG
New York, New York 10172                 CORPORATION, as a Lender
Attn: Kenneth Austin
Telephone: (212) 224-4043                By: /s/ John C. Kissinger
Facsimile: (212) 224-4384                Name: John C. Kissinger
                                         Tit1e: General Manager

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

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

With a copy to:

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

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

         Signature Page to that certain Fifth Amendment to Term Loan Agreement
dated effective as of July 31, 2002, among The Williams Companies, Inc., as the
Company, the Guarantor named therein, Credit Lyonnais New York Branch, as
Administrative Agent and as a Lender, and certain Lenders named therein.

55 East 52nd Street                      UFJ BANK LIMITED, as a Lender
New York, New York 10055
Attn: Ryoichi Konishi                    By:____________________________________
Telephone: (212) 339-6172                Name: _________________________________
Facsimile: (212) 754-2360                Title:_________________________________

                       [SIGNATURE PAGE TO FIFTH AMENDMENT
                             TO TERM LOAN AGREEMENT]

<PAGE>

                                     ANNEX A

                                   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

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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 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.

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(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, 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.

(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, 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

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<PAGE>

accounts receivable or other receivables and do not secure Debt or accounts
payable (other than accounts payable arising under the particular Subject
Document that creates the Lien), and (iii) such Subject Documents do not create
nor do such Liens secure Financing Transactions.

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

(w)      Liens arising pursuant to the 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.

(x)      Liens 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).

(y)      Any Lien not permitted by paragraphs (a) through (x) above or (z)
through (ii) below securing Debt 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
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.

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<PAGE>

(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 Williams Energy Partners LP and/or its
Subsidiaries; provided that such Liens shall only apply to assets owned directly
by Williams Energy Partners LP 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 (other than Debt referred to clause
(gg) above) of any 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 (other than Debt referred to clause (gg) above), 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
(other than Liens referred to in clause (gg) above), 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.

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<PAGE>

                                     ANNEX B

                                  Schedule III

                               PROGENY FACILITIES

$200,000,000 Parent Support Agreement dated as of December 23, 1998, made by The
Williams Companies, Inc. in favor of Castle Associates L. P. and Colchester LLC
and the other Indemnified Persons listed therein, as amended.

Amended and Restated Guarantee dated as of July 25, 2000, issued by The Williams
Companies, Inc. for the benefit of The Commonwealth Plan, Inc. and CBL Capital
Corporation, as amended. WFS-Pipeline Company, as lessee and Commonwealth, as
lessor entered into a Lease Agreement dated as of December 29, 1995.
WFS-Offshore Gathering Company, as lessee, and CBL, as lessor, entered into a
Lease Agreement dated December 29, 1995, as amended and restated.

$400,000,000 Term Loan Agreement dated as of April 7, 2000, among The Williams
Companies, Inc., as Borrower, and Credit Lyonnais New York Branch, as
Administrative Agent, and the Lenders named therein, as amended.

$192,570,931 aggregate Amended and Restated Participation Agreements (2 separate
leases) dated as of January 28, 2002, among Williams Oil Gathering, L.L.C. and
Williams Field Services -- Gulf Coast Company, L.P., as Lessees, Williams Field
Services Company, as Construction Agent, The Williams Companies, Inc., as
Guarantor, First Security Bank, N.A. as Certificate Trustee, Wells Fargo Bank
Nevada, N.A., as Collateral Agent, Bank of America, N.A., as Administrative
Agent and Administrator, and financial institutions named therein as Certificate
Holders, as amended.

$200,000,000 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.

$611,788,868 Joint Venture Sponsor Agreement dated as of December 28, 2000,
among he Williams Company, Inc., 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 listed therein, as
amended.

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

$127,000,000 Master Agreement dated as of March 6, 2000, among The Williams
Companies, Inc., as Guarantor, Williams TravelCenters, Inc., as Lessee, Atlantic
Financial Group, Ltd., as Lessor, SunTrust Bank, as Agent, and the Lenders named
therein, as amended.

$100,000,000 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.

Legacy L/C's

                                        1

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

                                        2