<PAGE>
                                                                   EXHIBIT 10(n)

                                CREDIT AGREEMENT

                                      among

                         WILLIAMS PIPE LINE COMPANY, LLC
                                       and
                         WILLIAMS ENERGY PARTNERS L.P.,
                                 as Co-Borrowers

                             BANK OF AMERICA, N.A.,
                             as Administrative Agent

                              LEHMAN BROTHERS INC.
                                       and
                                 CITIBANK, N.A.
                              as Syndication Agents

                              MERRILL LYNCH & CO.,
                             as Documentation Agent

                                       and

                            The Lenders Party Hereto

                                  $700,000,000

                             SENIOR CREDIT FACILITY

                         BANC OF AMERICA SECURITIES LLC
                                       AND
                          J.P. MORGAN SECURITIES, INC.,
                 as Joint Lead Arrangers and Joint Book Managers

                           Dated as of April 11, 2002


                                       i
<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
        Section                                                                                                        Page
        -------                                                                                                        ----
<S>                                                                                                                    <C>
ARTICLE I. DEFINITIONS AND ACCOUNTING TERMS......................................................................        1
         1.01         Defined Terms..............................................................................        1
         1.02         Other Interpretive Provisions..............................................................       16
         1.03         Accounting Terms...........................................................................       16
         1.04         Rounding...................................................................................       16
         1.05         References to Agreements and Laws..........................................................       17

ARTICLE II. THE COMMITMENTS AND BORROWINGS.......................................................................       17
         2.01         Senior Loan Facility.......................................................................       17
         2.02         Borrowings, Conversions and Continuations of Loans.........................................       17
         2.03         Prepayments................................................................................       18
         2.04         Intentionally Omitted......................................................................       19
         2.05         Repayment of Loans.........................................................................       19
         2.06         Interest...................................................................................       19
         2.07         Fees.......................................................................................       20
         2.08         Computation of Interest and Fees...........................................................       20
         2.09         Evidence of Debt...........................................................................       20
         2.10         Payments Generally.........................................................................       21
         2.11         Sharing of Payments........................................................................       22
         2.12         Order of Application.......................................................................       23

ARTICLE III. TAXES, YIELD PROTECTION AND ILLEGALITY..............................................................       24
         3.01         Taxes......................................................................................       24
         3.02         Illegality.................................................................................       25
         3.03         Inability to Determine Rates...............................................................       26
         3.04         Increased Cost and Reduced Return; Capital Adequacy; Reserves on Eurodollar Rate Loans.....       26
         3.05         Funding Losses.............................................................................       27
         3.06         Matters Applicable to all Requests for Compensation........................................       27
         3.07         Survival...................................................................................       27

ARTICLE IV. CONDITIONS PRECEDENT TO BORROWING....................................................................       27
         4.01         Conditions of Borrowing....................................................................       27
         4.02         Conditions to all Loans....................................................................       29

ARTICLE V. REPRESENTATIONS AND WARRANTIES........................................................................       30
         5.01         Existence; Qualification and Power; Compliance with Laws...................................       30
         5.02         Authorization; No Contravention............................................................       30
         5.03         Third Party Approvals......................................................................       30
         5.04         Binding Effect.............................................................................       30
         5.05         Financial Statements; No Material Adverse Effect...........................................       31
         5.06         Litigation.................................................................................       31
         5.07         No Default.................................................................................       31
         5.08         Ownership of Property; Liens...............................................................       31
         5.09         Environmental Compliance...................................................................       31
         5.10         Insurance..................................................................................       31
         5.11         Taxes......................................................................................       32
</TABLE>


                                       ii
<PAGE>

<TABLE>
<S>                                                                                                                    <C>
         5.12         ERISA Compliance...........................................................................       32
         5.13         Subsidiaries...............................................................................       32
         5.14         Margin Regulations; Investment Company Act; Public Utility Holding
                      Company Act; Use of Proceeds...............................................................       32
         5.15         Disclosure.................................................................................       33
         5.16         Labor Matters..............................................................................       33
         5.17         Compliance with Laws.......................................................................       33
         5.18         Solvency...................................................................................       33
         5.19         Fairness Opinions..........................................................................       33

ARTICLE VI. AFFIRMATIVE COVENANTS................................................................................       34
         6.01         Financial Statements.......................................................................       34
         6.02         Certificates; Other Information............................................................       35
         6.03         Notices....................................................................................       35
         6.04         Payment of Obligations.....................................................................       36
         6.05         Preservation of Existence, Etc.............................................................       36
         6.06         Maintenance of Assets and Business.........................................................       36
         6.07         Maintenance of Insurance...................................................................       36
         6.08         Compliance with Laws.......................................................................       36
         6.09         Books and Records..........................................................................       36
         6.10         Inspection Rights..........................................................................       36
         6.11         Compliance with ERISA......................................................................       37
         6.12         Use of Proceeds............................................................................       37
         6.13         Guaranties.................................................................................       37
         6.14         Material Agreements........................................................................       37

ARTICLE VII. NEGATIVE COVENANTS..................................................................................       37
         7.01         Liens......................................................................................       37
         7.02         Investments................................................................................       38
         7.03         Indebtedness, Synthetic Leases and Swap Obligations........................................       38
         7.04         Fundamental Changes........................................................................       39
         7.05         Dispositions...............................................................................       39
         7.06         Lease Obligations..........................................................................       40
         7.07         Restricted Payments........................................................................       40
         7.08         ERISA......................................................................................       40
         7.09         Nature of Business; Capital Expenditures...................................................       40
         7.10         Transactions with Affiliates...............................................................       40
         7.11         Burdensome Agreements......................................................................       41
         7.12         Use of Proceeds............................................................................       41
         7.13         Material Agreements........................................................................       41
         7.14         Financial Covenants........................................................................       41

ARTICLE VIII. EVENTS OF DEFAULT AND REMEDIES.....................................................................       41
         8.01         Events of Default..........................................................................       41
         8.02         Remedies Upon Event of Default.............................................................       43

ARTICLE IX. ADMINISTRATIVE AGENT.................................................................................       43
         9.01         Appointment and Authorization of Administrative Agent......................................       43
         9.02         Delegation of Duties.......................................................................       44
         9.03         Liability of Administrative Agent..........................................................       44
         9.04         Reliance by Administrative Agent...........................................................       44
</TABLE>


                                       iii
<PAGE>

<TABLE>
<S>                                                                                                                    <C>
         9.05         Notice of Default..........................................................................       45
         9.06         Credit Decision; Disclosure of Information by Administrative Agent.........................       45
         9.07         Indemnification of Administrative Agent....................................................       45
         9.08         Administrative Agent in its Individual Capacity............................................       46
         9.09         Successor Administrative Agent.............................................................       46
         9.10         Other Agents; Lead Managers................................................................       47

ARTICLE X. MISCELLANEOUS.........................................................................................       47
         10.01        Amendments, Etc............................................................................       47
         10.02        Notices and Other Communications; Facsimile Copies.........................................       48
         10.03        No Waiver; Cumulative Remedies.............................................................       49
         10.04        Attorney Costs; Expenses and Taxes.........................................................       49
         10.05        Indemnification............................................................................       49
         10.06        Payments Set Aside.........................................................................       50
         10.07        Successors and Assigns.....................................................................       50
         10.08        Confidentiality............................................................................       52
         10.09        Set-off....................................................................................       53
         10.10        Interest Rate Limitation...................................................................       53
         10.11        Counterparts...............................................................................       53
         10.12        Integration................................................................................       53
         10.13        Survival of Representations and Warranties.................................................       54
         10.14        Severability...............................................................................       54
         10.15        Foreign Lenders............................................................................       54
         10.16        Governing Law..............................................................................       54
         10.17        Waiver of Right to Trial by Jury...........................................................       55
         10.18        No General Partner's Liability.............................................................       55
         10.19        Entire Agreement...........................................................................       56

         SIGNATURES..............................................................................................       S-1
</TABLE>


                                       iv
<PAGE>

SCHEDULES

      2.01   Commitments
      5.13   Subsidiaries and Other Equity Investments
      10.02  Addresses for Notices to Borrower, Guarantors and Administrative
             Agent

EXHIBITS
             Form of

      A-1               Borrowing Notice
      A-2               Conversion/Continuation Notice
      B                 Note
      C                 Compliance Certificate pursuant to SECTION 6.02(a)
      D                 Assignment and Acceptance
      E                 Subsidiary Guaranty
      F-1 and F-2       Opinions of Counsel


                                       v
<PAGE>

                                CREDIT AGREEMENT

      This CREDIT AGREEMENT ("AGREEMENT") is entered into as of April 11, 2002,
among WILLIAMS PIPE LINE COMPANY, LLC, a Delaware limited liability company, and
WILLIAMS ENERGY PARTNERS L.P., a Delaware limited partnership (each a "BORROWER"
and collectively, the "BORROWERS"), jointly and severally, each lender from time
to time party hereto (collectively, the "LENDERS" and individually, a "LENDER"),
BANK OF AMERICA, N.A., as Administrative Agent, LEHMAN BROTHERS INC. and
CITIBANK, N.A., as Syndication Agents, and MERRILL LYNCH & CO., as Documentation
Agent.

      The Borrowers have requested that the Lenders provide a term loan
facility, and the Lenders are willing to do so on the terms and conditions set
forth herein.

      In consideration of the mutual covenants and agreements herein contained,
the parties hereto covenant and agree as follows:

                                   ARTICLE I.
                        DEFINITIONS AND ACCOUNTING TERMS

      1.01 DEFINED TERMS. As used in this Agreement, the following terms shall
have the meanings set forth below:

      ACCEPTABLE INDEMNITY means, with respect to a judgment, an agreement
between the Borrowers or other Borrower Affiliate as indemnitee (the
"INDEMNITEE") and a third party as indemnitor (the "INDEMNITOR") pursuant to
which the Borrowers or such other Borrower Affiliate are )or is, as the case may
be) entitled to be indemnified against and reimbursed for any and all losses,
liabilities, and expenses arising in connection with such judgment, provided
that (i) the Indemnitor shall be reasonably acceptable to the Required Lenders,
(ii) the Indemnitor shall have accepted liability pursuant to a written
undertaking that is satisfactory to the Required Lenders, and (iii) unless
otherwise agreed by the Required Lenders, the Indemnitor's obligations shall be
secured, pursuant to arrangements that are reasonably satisfactory to the
Required Lenders, by cash collateral pledged to the Indemnitee or by a letter of
credit, guaranty, bond or other credit support issued for the benefit of the
Indemnitee.

      ADMINISTRATIVE AGENT means Bank of America in its capacity as
administrative agent under any of the Loan Documents, or any successor
administrative agent.

      ADMINISTRATIVE AGENT'S OFFICE means the Administrative Agent's address
and, as appropriate, account as set forth on SCHEDULE 10.02, or such other
address or account as the Administrative Agent may from time to time notify to
the Borrower and the Lenders.

      ADMINISTRATIVE DETAILS FORM means the Administrative Details Reply Form
furnished by a Lender to the Administrative Agent in connection with this
Agreement.

      AFFILIATE means, as to any Person, any other Person directly or indirectly
controlling, controlled by, or under direct or indirect common control with,
such Person. A Person shall be deemed to be controlled by any other Person if
such other Person possesses, directly or indirectly, power (a) to vote 50% or
more of the securities (on a fully diluted basis) having ordinary voting power
for the election of directors or managing general partners; or (b) to direct or
cause the direction of the management and policies of such Person whether by
contract or otherwise.


                                       1
<PAGE>

      AGENT-RELATED PERSONS means the Administrative Agent (including any
successor administrative agent), together with its Affiliates (including, in the
case of Bank of America in its capacity as the Administrative Agent, Banc of
America Securities LLC), and the officers, directors, employees, agents and
attorneys-in-fact of such Persons and Affiliates.

      AGGREGATE COMMITMENTS has the meaning set forth in the definition of
"COMMITMENT."

      AGGREGATE COMMITTED SUM means, on any date of determination, the sum of
all Committed Sums then in effect for all Lenders (as the same may have been
reduced or canceled as provided in the Loan Documents), not to exceed
$700,000,000.

      AGREEMENT means this Credit Agreement.

      APPLICABLE MARGIN means (a) from the Closing Date until the day that is
120 days after the Closing Date, a percentage per annum equal to: (i) two and
one-half percent (2.50%), with respect to Eurodollar Rate Loans, and (ii) one
and one-half percent (1.50%), with respect to Base Rate Loans; and (b)
commencing on the date that is 120 days after the Closing Date and continuing
thereafter until the Loans are repaid in full, a percentage per annum equal to:
(i) four percent (4.0%), with respect to Eurodollar Rate Loans, and (ii) three
percent (3.0%), with respect to Base Rate Loans.

      APPROVED FUND means any Fund that is administered or managed by (a) a
Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an
entity that administers or manages a Lender.

      ARRANGERS means Banc of America Securities LLC and J.P. Morgan Securities,
Inc., in their capacities as joint lead arrangers and joint book managers, and
ARRANGER means either one of them.

      ASSIGNMENT AND ACCEPTANCE means an Assignment and Acceptance substantially
in the form of EXHIBIT D.

      ATTORNEY COSTS means and includes all reasonable fees and disbursements of
any law firm or other external counsel and the reasonable allocated cost of
internal legal services and all reasonable disbursements of internal counsel.

      ATTRIBUTABLE INDEBTEDNESS means, on any date, in respect of any Capital
Lease of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP.

      ATTRIBUTABLE PRINCIPAL means, on any date, in respect of any Synthetic
Lease Obligation, the capitalized amount of the remaining lease payments under
the relevant lease that would appear on a balance sheet of such Person prepared
as of such date in accordance with GAAP if such lease were accounted for as a
capital lease.

      AUTHORIZATIONS means all filings, recordings, and registrations with, and
all validations or exemptions, approvals, orders, authorizations, consents,
franchises, licenses, certificates, and permits from, any Governmental
Authority.

      BANK GUARANTIES means guaranties or other agreements or instruments
serving a similar function issued by a bank or other financial institution.

      BANK OF AMERICA means Bank of America, N.A.


                                       2
<PAGE>

      BASE RATE means for any day a fluctuating rate per annum equal to the
higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest
in effect for such day as publicly announced from time to time by Bank of
America as its "prime rate." Such rate is a rate set by Bank of America based
upon various factors including Bank of America's costs and desired return,
general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced
rate. Any change in such rate announced by Bank of America shall take effect at
the opening of business on the day specified in the public announcement of such
change.

      BASE RATE LOAN means a Loan that bears interest based on the Base Rate.

      BOARD means the Board of Governors of the Federal Reserve System of the
United States of America.

      BORROWER and BORROWERS has the meaning set forth in the introductory
paragraph hereto.

      BORROWER AFFILIATE has the meaning set forth in SECTION 8.01(e).

      BORROWER OPERATING AGREEMENTS has the meaning set forth in SECTION
4.01(a)(viii).

      BORROWING means a borrowing consisting of simultaneous Loans of the same
Type and having the same Interest Period made by each of the Lenders pursuant to
SECTION 2.01.

      BORROWING NOTICE means a notice of (a) a Borrowing, (b) a conversion of
Loans from one Type to the other, or (c) a continuation of Loans as the same
Type, pursuant to SECTION 2.02(a), which, if in writing, shall be substantially
in the form of EXHIBIT A-1 or A-2, as applicable.

      BUSINESS DAY means any day other than a Saturday, Sunday, or other day on
which commercial banks are authorized to close under the Laws of, or are in fact
closed in, the state where the Administrative Agent's Office is located and, if
such day relates to any Eurodollar Rate Loan, means any such day on which
dealings in Dollar deposits are conducted by and between banks in the applicable
offshore Dollar interbank market.

      CAPITAL EXPENDITURE by a Person means an expenditure (determined in
accordance with GAAP) for any fixed asset owned by such Person for use in the
operations of such Person having a useful life of more than one year, or any
improvements or additions thereto.

      CAPITAL LEASE means any capital lease or sublease which should be
capitalized on a balance sheet in accordance with GAAP.

      CASH EQUIVALENTS means:

            (a) United States Dollars;

            (b) direct general obligations, or obligations of, or obligations
      fully and unconditionally guaranteed as to the timely payment of principal
      and interest by, the United States or any agency or instrumentality
      thereof having maturities of not more than 13 months, but excluding any
      such securities whose terms do not provide for payment of a fixed dollar
      amount upon maturity or call for redemptions;


                                       3
<PAGE>

            (c) certificates of deposit and eurodollar time deposits with
      maturities of 13 months or less, bankers acceptances with maturities not
      exceeding 180 days, overnight bank deposits and other similar short term
      instruments, in each case with any domestic commercial bank having capital
      and surplus in excess of $500,000,000 and having a rating of at least "A2"
      by Moody's Investors Service and at least "A" by Standard & Poor's
      Corporation;

            (d) repurchase obligations with a term of not more than 13 months
      for underlying securities of the types described in (b) and (c) above
      entered into with any financial institution meeting the qualifications in
      (c) above;

            (e) commercial paper (having original maturities of not more than
      270 days) of any person rated "P-1" or better by Moody's Investors Service
      or "A-1" or the equivalent by Standard & Poor's Corporation; and

            (f) money market mutual or similar funds having assets in excess of
      $100,000,000, at least 95% of the assets of which comprise assets
      specified in clause (a) through (e) above.

      CHANGE OF CONTROL means (a) the failure of TWC to own, directly or
indirectly, free of all Liens, 100% of the general partner interests in the MLP,
(b) the failure of TWC to control the management of both the MLP and Williams
LLC, or (c) the failure of the MLP to own all of the member interests in
Williams LLC.

      CHANGE IN LAW means (a) the adoption of any Law after the date of this
Agreement, (b) any change in any Law or in the interpretation or application
thereof by any Governmental Authority after the date of this Agreement, or (c)
compliance by any Lender (or, for purposes of SECTION 3.04(b), by any lending
office of such Lender or by such Lender's holding company, if any) with any
request, guideline or directive (whether or not having the force of law) of any
Governmental Authority made or issued after the date of this Agreement.

      CLOSING DATE means the date on which all conditions precedent in SECTION
4.01 and 4.02 are satisfied or waived in accordance with SECTION 4.01 and 4.02
(or, in the case of SECTIONS 4.01(b) and (c), waived by the Person entitled to
receive the applicable payment).

      CODE means the Internal Revenue Code of 1986.

      COMMITMENT means, as to each Lender, its obligation to lend to the
Borrower on the Closing Date pursuant to SECTION 2.01, in an amount not to
exceed its Committed Sum, as such amount may be reduced or adjusted from time to
time in accordance with this Agreement (collectively, the "AGGREGATE
COMMITMENTS").

      COMMITTED SUM means, for any Lender, at any date of determination
occurring prior to the date of the initial Borrowing, the amount stated beside
such Lender's name under the heading for the Senior Credit Facility on the
most-recently amended SCHEDULE 2.01 to this Agreement (which amount is subject
to increase, reduction, or cancellation in accordance with the Loan Documents).

      COMPANY and COMPANIES means, on any date of determination thereof, the
Borrowers and each of their respective Subsidiaries.

      COMPLIANCE CERTIFICATE means a certificate substantially in the form of
EXHIBIT C.


                                       4
<PAGE>

      CONSOLIDATED EBITDA means, for any period, for Williams LLC and its
Subsidiaries on a consolidated basis, an amount equal to the sum of (a)
Consolidated Net Income, (b) Consolidated Interest Charges, (c) the amount of
taxes, based on or measured by income, used or included in the determination of
such Consolidated Net Income, and (d) the amount of depreciation and
amortization expense deducted in determining such Consolidated Net Income.

      CONSOLIDATED INTEREST CHARGES means, for any period, for Williams LLC and
its Subsidiaries on a consolidated basis, the sum of (a) all interest, premium
payments, fees, charges and related expenses of Williams LLC and its
Subsidiaries in connection with Indebtedness (including capitalized interest),
in each case to the extent treated as interest in accordance with GAAP, and (b)
the portion of rent expense of Williams LLC and its Subsidiaries with respect to
such period under Capital Leases that is treated as interest in accordance with
GAAP.

      CONSOLIDATED NET INCOME means, for any period, for Williams LLC and its
Subsidiaries on a consolidated basis, the net income or net loss of Williams LLC
and its Subsidiaries from continuing operations, provided that there shall be
excluded from such net income (to the extent otherwise included therein): (a)
the income (or loss) of any entity other than a Subsidiary in which Williams LLC
or any Subsidiary has an ownership interest, except to the extent that any such
income has been actually received by Williams LLC or such Subsidiary in the form
of cash dividends or similar cash distributions, (b) net extraordinary gains and
losses (other than, in the case of losses, losses resulting from charges against
net income to establish or increase reserves for potential environmental
liabilities and reserves for exposure under rate cases), (c) any gains or losses
attributable to non-cash write-ups or write-downs of assets, and (d) proceeds of
any insurance on property, plant or equipment other than business interruption
insurance.

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

      CONTRIBUTION AGREEMENT means that certain Contribution Agreement dated
April 11, 2002 by and among the MLP, the General Partner and Williams Energy
Services, LLC, a Delaware limited partnership, and related documents and
instruments, providing for, inter alia, (i) the contribution by Williams Energy
Services, LLC to the General Partner of 100% of the member interests in Williams
LLC in exchange for additional interests in the General Partner, (ii) the
contribution by the General Partner to the MLP of 100% of the member interests
in Williams LLC in exchange for 7.830 million redeemable, class B units issued
by the MLP and the right to receive the net proceeds (after transaction costs)
of the Loans and satisfaction of its obligation to contribute two percent (2%)
of total contributions to the MLP, and (iii) the distribution of the net
proceeds (after transaction costs) of the Loans by the MLP and Williams LLC to
the General Partner in satisfaction of the right of the General Partner to
receive that amount.

      CONTRIBUTED INTERESTS means 100% of the member interests in Williams LLC,
to be contributed to the MLP in accordance with the Contribution Agreement.

      DEBT ISSUANCE means the issuance, incurrence or assumption of
Indebtedness, a Synthetic Lease, other similar instruments, and other
off-balance sheet financings) by the Borrowers or any of their respective
Subsidiaries (other than Debt Issuance by OLP No. 1 under the OLP No. 1 Credit
Agreement and any additional Debt Issuance by OLP No. 1 to the extent permitted
by the OLP No. 1 Credit Agreement), after the Closing Date, other than
Indebtedness arising under the Loan Documents.


                                       5
<PAGE>

      DEBTOR RELIEF LAWS means the Bankruptcy Code of the United States of
America, and all other liquidation, conservatorship, bankruptcy, assignment for
the benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States of America or
other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.

      DEFAULT means any event that, with the giving of any notice, the passage
of time, or both, would be an Event of Default.

      DEFAULT RATE means an interest rate equal to (a) the Base Rate plus (b)
the Applicable Margin applicable to Base Rate Loans plus (c) two percent (2%)
per annum; provided, however, that with respect to a Eurodollar Rate Loan, the
Default Rate shall be an interest rate equal to the interest rate (including any
Applicable Margin) otherwise applicable to such Loan plus two percent (2%) per
annum, in each case to the fullest extent permitted by applicable Laws.

      DISPOSITION or DISPOSE means the sale, transfer, license or other
disposition (including any sale and leaseback transaction) of any property
(including stock, partnership and other equity interests) by any Person,
including any sale, assignment, transfer or other disposal, with or without
recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

      DOCUMENTATION AGENT means Merrill Lynch & Co., in its capacity as
documentation agent.

      DOLLAR and $ means lawful money of the United States of America.

      EDGAR means the Electronic Data Gathering and Retrieval System of the
United States Securities and Exchange Commission.

      ELIGIBLE ASSIGNEE means (a) a Lender; (b) an Affiliate of a Lender; (c) an
Approved Fund, and (d) any other Person (other than a natural Person) approved
by the Administrative Agent and, unless an Event of Default has occurred and is
continuing, the Borrowers (each such approval not to be unreasonably withheld or
delayed); provided that notwithstanding the foregoing, "Eligible Assignee" shall
not include the Borrowers or any of their Affiliates or Subsidiaries.

      ENVIRONMENTAL LAW means any applicable Law that relates to (a) the
condition or protection of air, groundwater, surface water, soil, or other
environmental media, (b) the environment, including natural resources or any
activity which affects the environment, (c) the regulation of any pollutants,
contaminants, wastes, substances, and Hazardous Substances, including, without
limitation, the Comprehensive Environmental Response, Compensation, and
Liability Act (42 U.S.C. Section 9601 et seq.) ("CERCLA"), the Clean Air Act (42
U.S.C. Section 7401 et seq.), the Federal Water Pollution Control Act, as
amended by the Clean Water Act (33 U.S.C. Section 1251 et seq.), the Federal
Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. Section 136 et seq.), the
Emergency Planning and Community Right to Know Act of 1986 (42 U.S.C. Section
11001 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. Section
1801 et seq.), the National Environmental Policy Act of 1969 (42 U.S.C. Section
4321 et seq.), the Oil Pollution Act (33 U.S.C. Section 2701 et seq.), the
Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), the
Rivers and Harbors Act (33 U.S.C. Section 401 et seq.), the Safe Drinking Water
Act (42 U.S.C. Section 201 and Section 300f et seq.), the Solid Waste Disposal
Act, as amended by the Resource Conservation and Recovery Act of 1976 and the
Hazardous and Solid Waste Amendments of 1984 (42 U.S.C. Section 6901 et seq.),
the Toxic Substances Control Act (15 U.S.C. Section 2601 et seq.), and analogous
state and local Laws, as any of the foregoing may have been and may be amended
or supplemented from time to time, and any analogous future enacted or adopted
Law, or (d) the Release or threatened Release of Hazardous Substances.


                                       6
<PAGE>

      EQUITY ISSUANCE means the issuance of any class of equity interests by the
MLP or any of its Subsidiaries (other than equity interests issued to the MLP or
a Wholly-Owned Subsidiary of the MLP) after the Closing Date.

      ERISA means the Employee Retirement Income Security Act of 1974 and any
regulations issued pursuant thereto.

      ERISA AFFILIATE means any trade or business (whether or not incorporated)
under common control with the Borrower within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions of this Agreement relating to obligations imposed under Section 412
of the Code).

      ERISA EVENT means (a) a Reportable Event with respect to a Pension Plan;
(b) a withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan
subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of
ERISA, or the commencement of proceedings by the PBGC to terminate a Pension
Plan or Multiemployer Plan; (e) an event or condition which might reasonably be
expected to constitute grounds under Section 4042 of ERISA for the termination
of, or the appointment of a trustee to administer, any Pension Plan or
Multiemployer Plan; or (f) the imposition of any liability under Title IV of
ERISA, other than PBGC premiums due but not delinquent under Section 4007 of
ERISA, upon the Borrower or any ERISA Affiliate.

      EURODOLLAR RATE means for any Interest Period with respect to any
Eurodollar Rate Loan:

            (a) the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate that appears on the page (such
      page currently being page 3750) of the Telerate screen (or any successor
      thereto) that displays an average British Bankers Association Interest
      Settlement Rate for deposits in Dollars (for delivery on the first day of
      such Interest Period) with a term equivalent to such Interest Period,
      determined as of approximately 11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period, or

            (b) if the rate referenced in the preceding subsection (a) does not
      appear on such page or service or such page or service shall cease to be
      available, the rate per annum equal to the rate determined by the
      Administrative Agent to be the offered rate on such other page or other
      service that displays an average British Bankers Association Interest
      Settlement Rate for deposits in Dollars (for delivery on the first day of
      such Interest Period) with a term equivalent to such Interest Period,
      determined as of approximately 11:00 a.m. (London time) two Business Days
      prior to the first day of such Interest Period, or

            (c) if the rates referenced in the preceding subsections (a) and (b)
      are not available, the rate per annum determined by the Administrative
      Agent as the rate of interest (rounded upward to the next 1/100th of 1%)
      at which deposits in Dollars for delivery on the first day of such
      Interest Period in same day funds in the approximate amount of the
      Eurodollar Rate Loan being made, continued or converted by Bank of America
      and with a term equivalent to such Interest Period would be offered by
      Bank of America's London Branch to major banks in the offshore Dollar
      market at their request at approximately 11:00 a.m. (London time) two
      Business Days prior to the first day of such Interest Period.


                                       7
<PAGE>

      EURODOLLAR RATE LOAN means a Loan that bears interest at a rate based on
the Eurodollar Rate.

      EVENT OF DEFAULT means any of the events or circumstances specified in
ARTICLE VIII.

      FACILITY means the senior loan facility as described in and subject to the
limitations set forth in SECTION 2.01.

      FAIRNESS OPINION and SELLER FAIRNESS OPINION have the meanings set forth
in SECTION 5.19.

      FEE LETTER and FEE LETTERS have the meaning set forth in SECTION 2.07.

      FEDERAL FUNDS RATE means, for any day, the rate per annum (rounded upwards
to the nearest 1/100 of 1%) equal to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate charged to Bank of America on such day on such
transactions as determined by the Administrative Agent.

      FOREIGN LENDER has the meaning specified in SECTION 10.15.

      FOREIGN SUBSIDIARY of any Person means a Subsidiary of such Person that is
organized or incorporated under the Laws of a jurisdiction other than a
jurisdiction of the United States.

      FUND means any Person (other than a natural person) that is (or will be)
engaged in making, purchasing, holding or otherwise investing in commercial
loans and similar extensions of credit in the ordinary course of business.

      GAAP means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board and the American
Institute of Certified Public Accountants and statements and pronouncements of
the Financial Accounting Standards Board or such other principles as may be
approved by a significant segment of the accounting profession, that are
applicable to the circumstances as of the date of determination, consistently
applied. If at any time any change in GAAP would affect the computation of any
financial ratio or requirement set forth in any Loan Document, and either the
Borrowers or the Required Lenders shall so request, the Administrative Agent,
the Lenders and the Borrowers shall negotiate in good faith to amend such ratio
or requirement to preserve the original intent thereof in light of such change
in GAAP (subject to the approval of the Required Lenders); provided that, until
so amended, (a) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (b) the Borrowers shall
provide to the Administrative Agent and the Lenders financial statements and
other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in GAAP.

      GENERAL PARTNER means Williams GP LLC, a Delaware limited liability
company, a Wholly-Owned Subsidiary of TWC and the general partner of the MLP.

      GOVERNMENTAL AUTHORITY means any nation or government, any state or other
political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative


                                       8
<PAGE>

tribunal, central bank or other legal entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government.

      GUARANTORS means any Person, including every Subsidiary of Williams LLC,
which undertakes to be liable for all or any part of the Obligations by
execution of a Guaranty, or otherwise.

      GUARANTY means a Guaranty now or hereafter made by any Guarantor in favor
of the Administrative Agent on behalf of the Lenders, substantially in the form
of EXHIBIT E, as may be amended from time to time.

      GUARANTY OBLIGATION means, as to any Person, (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other payment obligation of another
Person (the "primary obligor") in any manner, whether directly or indirectly,
and including any obligation of such Person, direct or indirect, (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other payment obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of
such Indebtedness or other payment obligation of the payment of such
Indebtedness or other payment obligation, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity of the
primary obligor so as to enable the primary obligor to pay such Indebtedness or
other payment obligation, or (iv) entered into for the purpose of assuring in
any other manner the obligees in respect of such Indebtedness or other payment
obligation of the payment thereof or to protect such obligees against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness or other payment obligation of any other
Person, whether or not such Indebtedness or other payment obligation is assumed
by such Person; provided, however, that the term "Guaranty Obligation" shall not
include endorsements of instruments for deposit or collection in the ordinary
course of business. The amount of any Guaranty Obligation shall be deemed to be
the lesser of (a) an amount equal to the stated or determinable outstanding
amount of the related primary obligation and (b) the maximum amount for which
such guarantying Person may be liable pursuant to the terms of the instrument
embodying such Guaranty Obligation, unless the outstanding amount of such
primary obligation and the maximum amount for which such guarantying Person may
be liable are not stated or determinable, in which case the amount of such
Guaranty Obligation shall be the maximum reasonably anticipated liability in
respect thereof as determined by the guarantying Person in good faith.

      HAZARDOUS SUBSTANCE means (a) any substance that is designated, defined,
or classified as a hazardous waste, hazardous material, pollutant, contaminant,
or toxic or hazardous substance, or that is otherwise regulated, under any
Environmental Law, including without limitation any hazardous substance within
the meaning of Section 101(14) of CERCLA, and (b) petroleum, oil, gasoline,
natural gas, fuel oil, motor oil, waste oil, diesel fuel, jet fuel, and other
refined petroleum hydrocarbons.

      INDEBTEDNESS means, as to any Person at a particular time, all of the
following:

            (a) all obligations of such Person for borrowed money and all
      obligations of such Person evidenced by bonds, debentures, notes, loan
      agreements or other similar instruments;

            (b) the face amount of all letters of credit (including standby and
      commercial), banker's acceptances, Bank Guaranties, surety bonds, and
      similar instruments issued for the account of such Person, and, without
      duplication, all drafts drawn and unpaid thereunder;

            (c) whether or not so included as liabilities in accordance with
      GAAP, all obligations of such Person to pay the deferred purchase price of
      property or services, other than trade accounts payable in the ordinary
      course of business not overdue by more than 60 days, and


                                       9
<PAGE>

      indebtedness (excluding prepaid interest thereon) secured by a Lien on
      property owned or being purchased by such Person (including indebtedness
      arising under conditional sales or other title retention agreements),
      whether or not such indebtedness shall have been assumed by such Person or
      is limited in recourse;

            (d) Capital Leases; and

            (e) all Guaranty Obligations of such Person in respect of any of the
      foregoing.

      For all purposes hereof, the Indebtedness of any Person shall include the
Indebtedness of any partnership or joint venture in which such Person is a
general partner, unless such Indebtedness is expressly made non-recourse to such
Person except for customary exceptions acceptable to the Required Lenders. The
amount of any Capital Lease as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

      INDEMNIFIED LIABILITIES has the meaning set forth in SECTION 10.05.

      INDEMNITEES has the meaning set forth in SECTION 10.05.

      INITIAL FINANCIAL STATEMENTS means the financial statements delivered
pursuant to clauses (B) and (D) of SECTION 4.01(a)(vii).

      INITIAL PRO FORMAS means the balance sheets and projections delivered
pursuant to clauses (A) and (C) of SECTION 4.01(a)(vii).

      INTEREST PAYMENT DATE means, (a) as to any Loan other than a Base Rate
Loan, the last day of each Interest Period applicable to such Loan; provided,
however, that if any Interest Period for a Eurodollar Rate Loan exceeds three
months, the respective dates that fall every three months after the beginning of
such Interest Period shall also be Interest Payment Dates; and (b) as to any
Base Rate Loan, the last Business Day of each March, June, September and
December and the Maturity Date.

      INTEREST PERIOD means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Borrowing Notice;
provided that:

            (i) any Interest Period that would otherwise end on a day that is
      not a Business Day shall be extended to the next succeeding Business Day
      unless, in the case of a Eurodollar Rate Loan, such Business Day falls in
      another calendar month, in which case such Interest Period shall end on
      the next preceding Business Day;

            (ii) any Interest Period pertaining to a Eurodollar Rate Loan that
      begins on the last Business Day of a calendar month (or on a day for which
      there is no numerically corresponding day in the calendar month at the end
      of such Interest Period) shall end on the last Business Day of the
      calendar month at the end of such Interest Period; and

            (iii) no Interest Period shall extend beyond the Maturity Date.

      INVESTMENT means, as to any Person, any acquisition or investment by such
Person, whether by means of (a) the purchase or other acquisition of capital
stock or other securities of another Person, (b) a


                                       10
<PAGE>

loan, advance or capital contribution to, guaranty of debt of, or purchase or
other acquisition of any other debt or equity participation or interest in,
another Person, including any partnership or joint venture interest in such
other Person, or (c) the purchase or other acquisition (in one transaction or a
series of transactions) of assets of another Person that constitute a business
unit. For purposes of covenant compliance, the amount of any Investment shall be
the amount actually invested, without adjustment for subsequent increases or
decreases in the value of such Investment.

      IRS means the United States Internal Revenue Service.

      LAWS means, collectively, all applicable international, foreign, federal,
state and local statutes, treaties, rules, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, licenses, authorizations and
permits of, any Governmental Authority.

      LENDER has the meaning specified in the introductory paragraph hereto.

      LENDING OFFICE means, as to any Lender, the office or offices of such
Lender set forth on its Administrative Details Form, or such other office or
offices as a Lender may from time to time notify the Borrower and the
Administrative Agent.

      LIEN means any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge, or preference,
priority or other security interest or preferential arrangement of any kind or
nature whatsoever to secure or provide for payment of any obligation of any
Person, (including any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing, and the filing of any financing statement under the Uniform
Commercial Code or comparable Laws of any jurisdiction), including the interest
of a purchaser of accounts receivable.

      LIMITED LIABILITY COMPANY AGREEMENT (WILLIAMS) means the Certificate of
Conversion and Certificate of Formation filed with the Secretary of State of
Delaware on December 27, 2000, and the Amended and Restated Limited Liability
Company Agreement of Williams Pipe Line Company, LLC dated April 11, 2002.

      LOAN means an extension of credit by a Lender to the Borrowers under
ARTICLE II.

      LOAN DOCUMENTS means this Agreement, each Note, each Borrowing Notice,
each Compliance Certificate, and the Guaranties.

      LOAN PARTIES means, collectively, the Borrowers and each Guarantor.

      MATERIAL ADVERSE EFFECT means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties or condition
(financial or otherwise) of Williams LLC or Williams LLC and its Subsidiaries
taken as a whole, or the MLP or the MLP and its Subsidiaries taken as a whole;
(b) a material impairment of the ability of Williams LLC, the MLP, or any other
Loan Party, collectively, to perform their obligations under the Loan Documents;
or (c) a material adverse effect upon the legality, validity, binding effect or
enforceability against the Borrowers or any other Loan Party, collectively, of
any Loan Documents.


                                       11
<PAGE>

      MATERIAL AGREEMENT means (a) each Borrower Operating Agreement, and (b)
any other contract material to the business of the Borrowers and their
Subsidiaries, taken as a whole.

      MATURITY DATE means the earlier of (a) the Stated Maturity Date, or (b)
such earlier effective date of any other termination, cancellation, or
acceleration of all Commitment to lend under this Agreement.

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

      MLP means Williams Energy Partners L.P., a Delaware limited partnership,
one of the Borrowers under this Agreement.

      MULTIEMPLOYER PLAN means any employee benefit plan of the type described
in Section 4001(a)(3) of ERISA, to which the Borrower or any ERISA Affiliate
makes or is obligated to make contributions, or during the preceding three
calendar years, has made or been obligated to make contributions.

      NET CASH PROCEEDS means (a) with respect to any Disposition, cash
(including any cash received by way of deferred payment pursuant to a promissory
note or otherwise, as and when received) received by the Borrowers or any of
their Subsidiaries (other than OLP No. 1), in connection with and as
consideration therefor, on or after the date of consummation of such
transaction, after (i) deduction of Taxes payable in connection with or as a
result of such transaction, (ii) payment of all usual and customary brokerage
commissions and all other reasonable fees and expenses related to such
transaction (including, without limitation, reasonable attorneys' fees and
closing costs incurred in connection with such transaction), and (iii) deduction
of appropriate amounts required to be reserved (in accordance with GAAP) for
post-closing adjustments by the Borrowers or any of their Subsidiaries in
connection with such transaction, against any liabilities retained by the
Borrowers or any of their Subsidiaries after such transaction, which liabilities
are associated with the asset or assets being sold, including, without
limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with such transaction; (b) with respect to any Debt
Issuance, cash received, on or after the date of incurrence of such
Indebtedness, by the Borrowers or any of their Subsidiaries, from the incurrence
of such Indebtedness after payment of all reasonable attorneys' fees and usual
and customary underwriting commissions, closing costs, and other reasonable
expenses associated with such Debt Issuance; and (c) with respect to any Equity
Issuance, cash received, on or after the date of incurrence of such Equity
Issuance, by the MLP or any of its Subsidiaries from the Equity Issuance after
payment of all reasonable attorneys' fees and usual and customary underwriting
commissions, closing costs, and other reasonable expenses associated with such
Equity Issuance; provided, however, in the case of Taxes that are deductible
under clause (a)(i) preceding or post-closing adjustments under clause (a)(iii)
preceding, but which Taxes or post-closing adjustments have not actually been
paid or are not yet payable, the Borrowers or any of their Subsidiaries selling
such assets may deduct from the cash proceeds an amount (the "RESERVED AMOUNT")
equal to the amount reserved in accordance with GAAP as a reasonable estimate
for such Taxes or post-closing adjustments, so long as, at the time such Taxes
or post-closing adjustments are actually paid, the amount, if any, by which the
Reserved Amount exceeds the Taxes or post-closing adjustments actually paid
shall constitute additional "NET CASH PROCEEDS" of such Disposition.

      NOTES means promissory notes of the Borrowers, substantially in the form
of EXHIBIT B hereto, evidencing the joint and several obligation of Borrowers to
repay the Loans, and "NOTE" means any one of such promissory notes issued
hereunder, and all renewals and extensions of all or any part thereof.


                                       12
<PAGE>

      OBLIGATIONS means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest that accrues after the commencement by or against any Loan
Party or any other Borrower Affiliate thereof of any proceeding under any Debtor
Relief Laws naming such Person as the debtor in such proceeding; provided that,
all references to the "Obligations" in each Guaranty and in SECTIONS 2.10(c) and
10.09 of this Agreement shall, in addition to the foregoing, also include all
present and future indebtedness, liabilities, and obligations (and all renewals
and extensions thereof or any part thereof) now or hereafter owed to any Lender
or any Affiliate of a Lender arising from or pursuant to any Swap Contract
entered into by the Borrower or any of its Subsidiaries.

      OLP NO. 1 means Williams OLP, L.P., a Delaware limited partnership.

      OLP NO. 1 CREDIT AGREEMENT means that certain Credit Agreement dated as of
February 6, 2001 by and among OLP No. 1, Bank of America, N.A., as
Administrative Agent, and others, as presently in effect or as the same may be
hereafter amended or restated.

      ORGANIZATION DOCUMENTS means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws; (b) with respect to any
limited liability company, the certificate of formation and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of
formation and any agreement, instrument, filing or notice with respect thereto
filed in connection with its formation with the secretary of state or other
department in the state of its formation, in each case as amended from time to
time.

      OTHER TAXES has the meaning specified in SECTION 3.01(b).

      OUTSTANDING AMOUNT means on any date, the aggregate principal amount of
Loans after giving effect to any Borrowings and prepayments or repayments
occurring on such date.

      PARTICIPANT has the meaning specified in SECTION 10.07(d).

      PARTNERSHIP AGREEMENT (MLP) means the Amended and Restated Agreement of
Limited Partnership of Williams Energy Partners L.P. dated as of February 9,
2001, as amended by Amendment No. 1 to Amended and Restated Agreement of Limited
Partnership dated April 11, 2002.

      PBGC means the Pension Benefit Guaranty Corporation.

      PENSION PLAN means any "employee pension benefit plan" (as such term is
defined in Section 3(2)(A) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by the Borrower or
any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes
or has an obligation to contribute, or in the case of a multiple employer plan
(as described in Section 4064(a) of ERISA) has made contributions at any time
during the immediately preceding five plan years.

      PERMITTED LIENS means Liens permitted under SECTION 7.01 as described in
such Section.

      PERSON means any individual, trustee, corporation, general partnership,
limited partnership, limited liability company, joint stock company, trust,
unincorporated organization, bank, business association, firm, joint venture or
Governmental Authority.


                                       13
<PAGE>

      PIPELINE ASSETS means the petroleum products pipeline system and related
properties and assets owned by Williams LLC.

      PLAN means any "employee benefit plan" (as such term is defined in Section
3(3) of ERISA) established by the Borrower or any ERISA Affiliate.

      PRESENT AND RELATED BUSINESSES means (i) as to Williams LLC, the operation
of the Pipeline Assets, and businesses closely related thereto; (ii) as to the
MLP, ownership of the shares of capital stock, member interests, or limited
partner interests, as applicable, of OLP No. 1 and Williams LLC; and (iii) as to
OLP No. 1, the storage, transportation and distribution of hydrocarbons and
ammonia, and businesses related thereto.

      PRINCIPAL DEBT means, on any date of determination, the aggregate unpaid
principal balance of all Borrowings hereunder.

      PRINCIPAL PAYMENT means a payment of principal (or, in the case of a
Synthetic Lease, Attributable Principal), whether pursuant to an amortization
schedule, at maturity, or otherwise.

      PRO RATA SHARE means, at any date of determination, for any Lender, the
percentage (carried out to the ninth decimal place) that its Committed Sum bears
to the Aggregate Committed Sum.

      QUARTERLY DISTRIBUTIONS means, as applicable, (i) the distributions by
Williams LLC of Available Cash (as defined in the Limited Liability Company
Agreement (Williams)) or (ii) the distributions by the MLP of Available Cash (as
defined in the Partnership Agreement (MLP)).

      REGISTER has the meaning set forth in SECTION 10.07(c).

      RELEASE means any spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, disposal, deposit,
dispersal, migrating, or other movement into the air, ground, or surface water,
or soil in violation of any Environmental Law.

      REPORTABLE EVENT means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been waived.

      REQUIRED LENDERS means (a) on any date of determination on and after the
Closing Date and prior to the date of the Borrowing, those Lenders holding more
than 50% of the Aggregate Commitments, and (b) on any date of determination on
and after the date of the Borrowing, Lenders holding more than 50% of the
Principal Debt.

      RESPONSIBLE OFFICER means the president, chief executive officer, chief
financial officer, treasurer or assistant treasurer of a Loan Party or other
Person, as applicable. Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.

      RESTRICTED PAYMENT means any dividend or other distribution (whether in
cash, securities or other property) with respect to any equity interest in the
Borrowers or any of their Subsidiaries, or any payment (whether in cash,
securities or other property), including any sinking fund or similar deposit on
account of the purchase, redemption, retirement, acquisition, cancellation or
termination of any such equity interest or of any option, warrant or other right
to acquire any such equity interest.


                                       14
<PAGE>

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

      SOLVENCY OPINION has the meaning set forth in SECTION 4.01(a)(xi).

      STATED MATURITY DATE means October 8, 2002.

      SUBSIDIARY of a Person means a corporation, partnership, joint venture,
limited liability company or other business entity of which a majority of the
shares of securities or other interests having ordinary voting power for the
election of directors or other governing body (other than securities or
interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both,
by such Person. Unless otherwise specified, all references herein to a
"Subsidiary" or to "Subsidiaries" shall refer to a Subsidiary or Subsidiaries of
the Borrowers.

      SWAP CONTRACT means (a) any and all rate swap transactions, basis swaps,
credit derivative transactions, forward rate transactions, commodity swaps,
commodity options, forward commodity contracts, equity or equity index swaps or
options, bond or bond price or bond index swaps or options or forward bond or
forward bond price or forward bond index transactions, interest rate options,
forward foreign exchange transactions, cap transactions, floor transactions,
collar transactions, currency swap transactions, cross-currency rate swap
transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a "Master Agreement"), including
any such obligations or liabilities under any Master Agreement.

      SWAP TERMINATION VALUE means, in respect of any one or more Swap
Contracts, after taking into account the effect of any legally enforceable
netting agreement relating to such Swap Contracts, (a) for any date on or after
the date such Swap Contracts have been closed out and termination value(s)
determined in accordance therewith, such termination value(s), and (b) for any
date prior to the date referenced in clause (a) the amount(s) determined as the
mark-to-market value(s) for such Swap Contracts, as determined based upon one or
more mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include any Lender).

      SYNDICATION AGENTS means Lehman Brothers Inc. and Citibank, N.A., in their
capacities as syndication agents, and SYNDICATION AGENT means either one of
them.

      SYNTHETIC LEASE OBLIGATION means the monetary obligation of a Person under
(a) a so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property creating obligations that do not
appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment). The amount of any Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Principal in respect thereof as of such date.

      TAXES has the meaning set forth in SECTION 3.01.

      TWC means The Williams Companies, Inc.


                                       15
<PAGE>

      TYPE means, with respect to a Loan, its character as a Base Rate Loan or a
Eurodollar Rate Loan.

      UNFUNDED PENSION LIABILITY means the excess of a Pension Plan's benefit
liabilities under Section 4001(a)(16) of ERISA, over the current value of that
Pension Plan's assets, determined in accordance with the assumptions used for
funding the Pension Plan pursuant to Section 412 of the Code for the applicable
plan year.

      VOTING STOCK means the capital stock (or equivalent thereof) of any class
or kind, of a Person, the holders of which are entitled to vote for the election
of directors, managers, or other voting members of the governing body of such
Person.

      WHOLLY-OWNED when used in connection with any Subsidiary shall mean a
Subsidiary of which all of the issued and outstanding shares of stock (except
shares required as directors' qualifying shares) shall be owned by Parent or one
or more of its Wholly-owned Subsidiaries.

      WILLIAMS LLC means Williams Pipe Line Company, LLC, a Delaware limited
liability company, a Borrower under this Agreement.

      1.02 OTHER INTERPRETIVE PROVISIONS.

      (a) The meanings of defined terms are equally applicable to the singular
and plural forms of the defined terms.

      (b)   (i) The words "HEREIN" and "HEREUNDER" and words of similar import
when used in any Loan Document shall refer to such Loan Document as a whole and
not to any particular provision thereof.

            (ii) Unless otherwise specified herein, Article, Section, Exhibit
      and Schedule references are to this Agreement.

            (iii) The term "INCLUDING" is by way of example and not limitation.

            (iv) The term "DOCUMENTS" includes any and all instruments,
      documents, agreements, certificates, notices, reports, financial
      statements and other writings, however evidenced.

      (c) In the computation of periods of time from a specified date to a later
specified date, the word "FROM" means "FROM AND INCLUDING;" the words "TO" and
"UNTIL" each mean "TO BUT EXCLUDING;" and the word "THROUGH" means "TO AND
INCLUDING."

      (d) Section headings herein and the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this
Agreement or any other Loan Document.

      1.03 ACCOUNTING TERMS. All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed herein.

      1.04 ROUNDING. Any financial ratios required to be maintained by the
Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component,


                                       16
<PAGE>

carrying the result to one place more than the number of places by which such
ratio is expressed herein and rounding the result up or down to the nearest
number (with a rounding-up if there is no nearest number).

      1.05 REFERENCES TO AGREEMENTS AND LAWS. Unless otherwise expressly
provided herein, (a) references to agreements (including the Loan Documents) and
other contractual instruments shall be deemed to include all subsequent
amendments, restatements, extensions, supplements and other modifications
thereto, but only to the extent that such amendments, restatements, extensions,
supplements and other modifications are not prohibited by any Loan Document; and
(b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.

                                  ARTICLE II.
                         THE COMMITMENTS AND BORROWINGS

      2.01 SENIOR LOAN FACILITY. Subject to and in reliance upon the terms,
conditions, representations, and warranties in the Loan Documents, each Lender
severally, but not jointly, agrees to lend to the Borrowers in a single
disbursement on the Closing Date such Lender's Pro Rata Share of the Aggregate
Committed Sum. If all or a portion of the Principal Debt is paid or prepaid,
then the amount so paid or prepaid may not be reborrowed. Any portion of the
Aggregate Commitments that remains undisbursed after the initial disbursement
hereunder shall be reduced to zero and cancelled on the date of such initial
disbursement.

      2.02 BORROWINGS, CONVERSIONS AND CONTINUATIONS OF LOANS.

      (a) Each Borrowing, each conversion of Loans from one Type to the other,
and each continuation of Loans as the same Type shall be made upon the
Borrowers' irrevocable notice to the Administrative Agent, which may be given by
telephone. Each such notice must be received by the Administrative Agent not
later than 11:00 a.m., New York time, (i) three Business Days prior to the
requested date of any Borrowing of, conversion to or continuation of Eurodollar
Rate Loans, (ii) one Business Day prior to the conversion of Eurodollar Rate
Loans to Base Rate Loans, and (iii) on the requested date of any Borrowing of
Base Rate Loans. Each such telephonic notice must be confirmed promptly by
delivery to the Administrative Agent of a written Borrowing Notice,
appropriately completed and signed by an authorized officer of the Borrower.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $500,000 or a whole multiple of $500,000 in excess
thereof. Each Borrowing of or conversion to Base Rate Loans shall be in a
principal amount of $500,000 or a whole multiple of $100,000 in excess thereof.
Each Borrowing Notice (whether telephonic or written) shall specify (i) whether
the Borrower is requesting a Borrowing, a conversion of Loans from one Type to
the other, or a continuation of Loans as the same Type, (ii) the requested date
of the Borrowing, conversion or continuation, as the case may be (which shall be
a Business Day), (iii) the principal amount of Loans to be borrowed, converted
or continued, (iv) the Type of Loans to be borrowed or to which existing Loans
are to be converted, and (v) if applicable, the duration of the Interest Period
with respect thereto. If the Borrowers fail to specify a Type of Loan in a
Borrowing Notice or if the Borrowers fail to give a timely notice requesting a
conversion or continuation, then the applicable Loans shall be made or continued
as, or converted to, Base Rate Loans. Any such automatic conversion to Base Rate
Loans shall be effective as of the last day of the Interest Period then in
effect with respect to the applicable Eurodollar Rate Loans. If the Borrowers
request a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans
in any such Borrowing Notice, but fails to specify an Interest Period, it will
be deemed to have specified an Interest Period of one month.


                                       17
<PAGE>

      (b) Following receipt of a Borrowing Notice, the Administrative Agent
shall promptly notify each Lender of its Pro Rata Share of the Loans, and if no
timely notice of a conversion or continuation is provided by the Borrower, the
Administrative Agent shall notify each Lender of the details of any automatic
conversion to Base Rate Loans described in the preceding subsection. In the case
of a Borrowing, each Lender shall make the amount of its Loan available to the
Administrative Agent in immediately available funds at the Administrative
Agent's Office not later than 1:00 p.m., New York time, on the Business Day
specified in the applicable Borrowing Notice. Upon satisfaction of the
applicable conditions set forth in SECTIONS 4.01 AND 4.02, the Administrative
Agent shall make all funds so received available to the Borrower in like funds
as received by the Administrative Agent either by (i) crediting the account of
the Borrower on the books of Bank of America with the amount of such funds or
(ii) wire transfer of such funds, in each case in accordance with instructions
provided to the Administrative Agent by the Borrower.

      (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of the Interest Period for such
Eurodollar Rate Loan. During the existence of a Default or Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders, and the Required Lenders may demand
that any or all of the then outstanding Eurodollar Rate Loans be converted
immediately to Base Rate Loans.

      (d) The Administrative Agent shall promptly notify the Borrowers and the
Lenders of the interest rate applicable to any Eurodollar Rate Loan upon
determination of such interest rate. The determination of the Eurodollar Rate by
the Administrative Agent shall be conclusive in the absence of manifest error.

      (e) After giving effect to all Borrowings, all conversions of Loans from
one Type to the other, and all continuations of Loans as the same Type, there
shall not be more than ten (10) Interest Periods in effect at any given time
with respect to Loans.

      2.03 PREPAYMENTS.

      (a) Optional Prepayments. The Borrowers may, upon notice to the
Administrative Agent, at any time or from time to time voluntarily prepay in
whole or in part the Loans without premium or penalty; provided that (i) such
notice must be received by the Administrative Agent not later than 11:00 a.m.,
New York time, (A) three Business Days prior to any date of prepayment of
Eurodollar Rate Loans, and (B) on the date of prepayment of Base Rate Loans;
(ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of
$500,000 or a whole multiple of $500,000 in excess thereof; and (iii) any
prepayment of Base Rate Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof. Each such notice shall specify the
date and amount of such prepayment and the Type(s) of Loans to be prepaid. The
Administrative Agent will promptly notify each Lender of its receipt of each
such notice, and of such Lender's Pro Rata Share of such prepayment. If such
notice is given by the Borrower, the Borrower shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein. Any prepayment of a Eurodollar Rate Loan shall be accompanied
by all accrued interest thereon, together with any additional amounts required
pursuant to SECTION 3.05. Each such prepayment shall be applied to the Loans of
the Lenders in accordance with their respective Pro Rata Shares.

      (b) Mandatory Prepayments from Net Cash Proceeds. Until such time as the
Outstanding Amount has been repaid in full, the Outstanding Amount shall be
permanently prepaid in the amounts and upon the occurrence of any of the
following events:


                                       18
<PAGE>

            (i) Debt Issuance. In the event of any Debt Issuance by the
      Borrowers or any of their Subsidiaries (other than Debt Issuance by OLP
      No. 1 under the OLP No. 1 Credit Agreement and any additional Debt
      Issuance by OLP No. 1 to the extent permitted by the OLP No. 1 Credit
      Agreement), then concurrently with such Debt Issuance, the Loans shall be
      prepaid by an amount equal to 100% of the Net Cash Proceeds of such Debt
      Issuance.

            (ii) Dispositions. If any portion of the Net Cash Proceeds realized
      by the Borrowers or any of their Subsidiaries (other than OLP No. 1), from
      any Disposition (including any deferred purchase price therefor and any
      Net Cash Proceeds of any Disposition) has not been reinvested in assets
      used in the Present and Related Businesses of Williams LLC or its
      Subsidiaries within ninety (90) days from the receipt by Borrowers or such
      Subsidiary of such Net Cash Proceeds (including receipt of any deferred
      payments for any such Disposition or portion thereof, if and when
      received), then on the day following the ninetieth day after receipt of
      such Net Cash Proceeds, the Loans shall be prepaid by an amount equal to
      100% of all such Net Cash Proceeds not so reinvested.

            (iii) Equity Issuance. In the event of any Equity Issuance by the
      MLP or any of its Subsidiaries (other than (A) equity interests issued to
      the MLP or a Wholly-Owned Subsidiary of the MLP, and (B) non-registered
      Class B units issued by the MLP in connection with the contribution of the
      Contributed Interests), then concurrently with such Equity Issuance, the
      Loans shall be prepaid by an amount equal to 100% of the Net Cash Proceeds
      of such Equity Issuance

      The prepayments under SECTIONS 2.03(b)(i), (ii) and (iii) shall be applied
as a prepayment of the Principal Debt until Principal Debt is paid in full,
unless a Default or Event of Default has occurred and is continuing or would
arise as a result thereof (whereupon the provisions of SECTION 2.12(b) shall
apply). All mandatory prepayments of the Principal Debt shall be allocated Pro
Rata to each Lender.

      (c) Mandatory Prepayments: Interest/Consequential Loss. All prepayments
under this SECTION 2.03 shall be made together with accrued interest to the date
of such prepayment on the principal amount prepaid and any amounts due under
SECTION 3.05.

      2.04 INTENTIONALLY OMITTED.

      2.05 REPAYMENT OF LOANS. The Borrowers shall repay to the Lenders on the
Maturity Date the Principal Debt outstanding on such date.

      2.06 INTEREST.

      (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar
Rate Loan shall bear interest on the outstanding principal amount thereof for
each Interest Period at a rate per annum equal to the Eurodollar Rate for such
Interest Period plus the Applicable Margin and (ii) each Base Rate Loan shall
bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a rate per annum equal to the Base Rate plus the Applicable
Margin.

      (b) While any Event of Default exists or after acceleration, (i) the
Borrowers shall pay interest on the principal amount of all outstanding
Obligations at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Law, and (ii) accrued
and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.


                                       19
<PAGE>

      (c) Interest on each Loan shall be due and payable in arrears on each
Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

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

      2.07 FEES. On the Closing Date, the Borrowers shall pay to the
Administrative Agent, for the account of the Lenders in accordance with their
respective Pro Rata Shares, the fees in the agreed amounts in accordance with
those certain letter agreements dated of even date herewith (the "FEE LETTERS")
between the Borrowers and the Lenders. Such fees are for the credit facility by
the Lenders under this Agreement and are fully earned on the date paid. The fees
paid to each Lender pursuant to its respective Fee Letter are solely for its own
account and are nonrefundable for any reason whatsoever.

      2.08 COMPUTATION OF INTEREST AND FEES. Computation of interest on Base
Rate Loans shall be calculated on the basis of a year of 365 or 366 days, as the
case may be, and the actual number of days elapsed. Computation of all other
types of interest and all fees shall be calculated on the basis of a year of 360
days and the actual number of days elapsed, which results in a higher yield to
the payee thereof than a method based on a year of 365 or 366 days. Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not
accrue on a Loan, or any portion thereof, for the day on which the Loan or such
portion is paid, provided that any Loan that is repaid on the same day on which
it is made shall bear interest for one day.

      2.09 EVIDENCE OF DEBT. The Loans made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the
Administrative Agent in the ordinary course of business. The accounts or records
maintained by the Administrative Agent and each Lender shall be conclusive
absent manifest error of the amount of the Loans made by the Lenders to the
Borrowers and the interest and payments thereon. Any failure so to record or any
error in doing so shall not, however, limit or otherwise affect the obligation
of the Borrowers hereunder to pay any amount owing with respect to the Loans. In
the event of any conflict between the accounts and records maintained by any
Lender and the accounts and records of the Administrative Agent in respect of
such matters, the accounts and records of such Lender shall control. Upon the
request of any Lender made through the Administrative Agent, such Lender's Loans
may be evidenced by a Note (with respect to the Principal Debt). Each Lender may
attach schedules to its Note(s) and endorse thereon the date, Type (if
applicable), amount and maturity of the applicable Loans and payments with
respect thereto.


                                       20
<PAGE>

      2.10 PAYMENTS GENERALLY.

      (a) All payments to be made by the Borrowers shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrowers
hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the Administrative Agent's
Office in Dollars and in immediately available funds not later than 12:00 noon,
New York time, on the date specified herein. The Administrative Agent will
promptly distribute to each Lender its Pro Rata Share (or other applicable share
as provided herein) of such payment in like funds as received by wire transfer
to such Lender's Lending Office. All payments received by the Administrative
Agent after 12:00 noon, New York time, shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.

      (b) Subject to the definition of "Interest Period," if any payment to be
made by the Borrower shall come due on a day other than a Business Day, payment
shall be made on the next following Business Day, and such extension of time
shall be reflected in computing interest or fees, as the case may be.

      (c) If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully the Obligations, such funds shall be applied
(i) first, toward costs and expenses (including Attorney Costs and amounts
payable under ARTICLE III) incurred by the Administrative Agent and each Lender,
(ii) second, toward repayment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, (iii) third, toward repayment of principal
then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of principal then due to such parties, and (iv) fourth, toward
the repayment of all other Obligations.

      (d) Unless the Borrowers or any Lender has notified the Administrative
Agent prior to the date any payment is required to be made by it to the
Administrative Agent hereunder, that the Borrowers or such Lender, as the case
may be, will not make such payment, the Administrative Agent may assume that the
Borrowers or such Lender, as the case may be, has timely made such payment and
may (but shall not be so required to), in reliance thereon, make available a
corresponding amount to the Person entitled thereto. If and to the extent that
such payment was not in fact made to the Administrative Agent in immediately
available funds, then:

            (i) if the Borrowers failed to make such payment, each Lender shall
      forthwith on demand repay to the Administrative Agent the portion of such
      assumed payment that was made available to such Lender in immediately
      available funds, together with interest thereon in respect of each day
      from and including the date such amount was made available by the
      Administrative Agent to such Lender to the date such amount is repaid to
      the Administrative Agent in immediately available funds, at the Federal
      Funds Rate from time to time in effect; and

            (ii) if any Lender failed to make such payment, such Lender shall
      forthwith on demand pay to the Administrative Agent the amount thereof in
      immediately available funds, together with interest thereon for the period
      from the date such amount was made available by the Administrative Agent
      to the Borrowers to the date such amount is recovered by the
      Administrative Agent (the "COMPENSATION PERIOD") at a rate per annum equal
      to the Federal Funds Rate from time to time in effect. If such Lender pays
      such amount to the Administrative Agent, then such amount shall constitute
      such Lender's Loan, included in the applicable Borrowing. If such Lender
      does not pay such amount forthwith upon the Administrative Agent's


                                       21
<PAGE>

      demand therefor, the Administrative Agent may make a demand therefor upon
      the Borrowers, and the Borrowers shall pay such amount to the
      Administrative Agent, together with interest thereon for the Compensation
      Period at a rate per annum equal to the rate of interest applicable to the
      applicable Borrowing. Nothing herein shall be deemed to relieve any Lender
      from its obligation to fulfill its Commitment or to prejudice any rights
      which the Administrative Agent or the Borrowers may have against any
      Lender as a result of any default by such Lender hereunder.

      A notice of the Administrative Agent to any Lender with respect to any
amount owing under this subsection (d) shall be conclusive, absent manifest
error.

      (e) If any Lender makes available to the Administrative Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this ARTICLE II, and the conditions to the applicable Borrowing set forth in
ARTICLE IV are not satisfied or waived in accordance with the terms hereof, the
Administrative Agent shall return such funds (in like funds as received from
such Lender) to such Lender, without interest.

      (f) The obligations of the Lenders hereunder to make Loans are several and
not joint. The failure of any Lender to make any Loan on any date required
hereunder shall not relieve any other Lender of its corresponding obligation to
do so on such date, and no Lender shall be responsible for the failure of any
other Lender to so make its Loan or purchase its participation.

      (g) Nothing herein shall be deemed to obligate any Lender to obtain the
funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

      2.11 SHARING OF PAYMENTS. If, other than as expressly provided elsewhere
herein, any Lender shall obtain on account of the Loans made by it, any payment
(whether voluntary, involuntary, through the exercise of any right of set-off,
or otherwise) in excess of its ratable share (or other share contemplated
hereunder) thereof, such Lender shall immediately (a) notify the Administrative
Agent of such fact, and (b) purchase from the other Lenders such participations
in the Loans made by them, as shall be necessary to cause such purchasing Lender
to share the excess payment in respect of such Loan or such participations, as
the case may be, pro rata with each of them; provided, however, that if all or
any portion of such excess payment is thereafter recovered from the purchasing
Lender, such purchase shall to that extent be rescinded and each other Lender
shall repay to the purchasing Lender the purchase price paid therefor, together
with an amount equal to such paying Lender's ratable share (according to the
proportion of (i) the amount of such paying Lender's required repayment to (ii)
the total amount so recovered from the purchasing Lender) of any interest or
other amount paid or payable by the purchasing Lender in respect of the total
amount so recovered. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of set-off, but subject
to SECTION 10.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Administrative Agent will keep records (which shall be conclusive and
binding in the absence of manifest error) of participations purchased under this
Section and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
shall from and after such purchase have the right to give all notices, requests,
demands, directions and other communications under this Agreement with respect
to the portion of the Obligations purchased to the same extent as though the
purchasing Lender were the original owner of the Obligations purchased.


                                       22
<PAGE>

      2.12 ORDER OF APPLICATION.

      (a) No Default. If no Default or Event of Default exists and if no order
of application is otherwise specified in the Loan Documents, payments and
prepayments of the Obligations shall be applied first to fees, second to accrued
interest then due and payable on the Outstanding Amount, and then to the
remaining Obligations in the order and manner as the Borrowers may direct.

      (b) Default. If a Default or Event of Default exists (or if the Borrowers
fail to give directions as permitted under SECTION 2.12(a)), any payment or
prepayment (including proceeds from the exercise of any Rights) shall be applied
to the Obligations in the following order: (i) to the payment of enforcement
expenses incurred by the Administrative Agent, including Attorney Costs; (ii) to
the ratable payment of all other fees, expenses, and indemnities for which the
Administrative Agent or Lenders have not been paid or reimbursed in accordance
with the Loan Documents (as used in this SECTION 2.12(b)(ii), a "RATABLE
PAYMENT" for any Lender or the Administrative Agent shall be, on any date of
determination, that proportion which the portion of the total fees, expenses,
and indemnities owed to such Lender or the Administrative Agent bears to the
total aggregate fees and indemnities owed to all Lenders and the Administrative
Agent on such date of determination); (iii) to the ratable payment of accrued
and unpaid interest on the Outstanding Amount (as used in this SECTION
2.12(b)(iii), "RATABLE PAYMENT" means, for any Lender, on any date of
determination, that proportion which the accrued and unpaid interest on the
Outstanding Amount owed to such Lender bears to the total accrued and unpaid
interest on the Outstanding Amount owed to all Lenders); (iv) to the ratable
payment of the Outstanding Amount (as used in this SECTION 2.12(b)(iv), "RATABLE
PAYMENT" means for any Lender, on any date of determination, that proportion
which the Outstanding Amount owed to such Lender bears to the Outstanding Amount
owed to all Lenders); and (v) to the payment of the remaining Obligations, if
any, in the order and manner Required Lenders deem appropriate.

      Subject to the provisions of ARTICLE IX and provided that Administrative
Agent shall not in any event be bound to inquire into or to determine the
validity, scope, or priority of any interest or entitlement of any Lender and
may suspend all payments or seek appropriate relief (including, without
limitation, instructions from Required Lenders or an action in the nature of
interpleader) in the event of any doubt or dispute as to any apportionment or
distribution contemplated hereby, Administrative Agent shall promptly distribute
such amounts to each Lender in accordance with the Agreement and the related
Loan Documents.

      2.13 OBLIGATIONS JOINT AND SEVERAL. All Obligations (including indemnity
Obligations) of the Borrowers under this Agreement and the Notes shall
constitute joint and several obligations of the Borrowers. Each Borrower
expressly represents and acknowledges that it is part of a single business
enterprise formed to own and operate the Pipeline Assets with the other Borrower
and that any Loans by the Lenders to the other Borrower hereunder will be of
direct and indirect interest, benefit and advantage of both of the Borrowers.
Each Borrower acknowledges that any Borrowing Notice, Conversion/Continuation
Notice or other notice given by either of the Borrowers to the Administrative
Agent or any Lender shall bind both of the Borrowers, and that any notice given
by the Administrative Agent or any Lender to either of the Borrowers shall be
effective with respect to all Borrowers. Each Borrower acknowledges and agrees
that each Borrower shall be liable not merely as a surety but as a co-debtor, on
a joint and several basis, for all of the Loans, regardless of which Borrower
may actually have received the proceeds of any of the Loans or the amount of
such Loans received or the manner in which the Administrative Agent or any
Lender accounts for such Loans on its books and records, and further
acknowledges and agrees that Loans to either Borrower inure to the mutual
benefit of both Borrowers and that the Administrative Agent and the Lenders are
relying on the joint and several liability of the Borrowers in extending the
Loans hereunder. Each Borrower hereby waives, to the fullest extent


                                       23
<PAGE>

permitted by applicable Law, all surety defenses, whether at law or in equity;
without limitation of the foregoing, each Borrower assents to, and waives notice
of, any extension or postponement of the time for the payment or performance of
all or any part of the Obligations, the acceptance of any partial payment
thereon, any waiver, consent or other action or acquiescence by the
Administrative Agent or the Lenders at any time or times in respect of any
default by any Borrower in the payment or performance of any of the Obligations,
any and all other indulgences whatsoever by the Administrative Agent or the
Lenders in respect of all or any part of the Obligations, and the taking,
addition, substitution or release, in whole or in part, at any time or times, of
any security for all or any part of the Obligations or the addition,
substitution or release, in whole or in part, of any Borrower or any Guarantor
or other Person now or hereafter liable for payment or performance of the
Obligations. Without limiting the generality of the foregoing, each Borrower
assents to any other action or delay in acting or failure to act on the part of
the Administrative Agent or the Lenders, including, without limitation, any
failure strictly or diligently to assert any right or to pursue any remedy or to
comply fully with applicable laws or regulations thereunder which might, but for
the provisions of this SECTION 2.13, afford grounds for terminating, discharging
or relieving such Borrower, in whole or in part, from any of its obligations
under this SECTION 2.13, it being the intention of each Borrower that, so long
as all or any part of the Obligations remains unsatisfied, the obligations of
such Borrower under this SECTION 2.13 shall not be discharged except by payment
or performance and then only to the extent of such payment or performance. A
separate action or actions may be brought and prosecuted against either Borrower
in respect of the Obligations, and it shall not be necessary to join the other
Borrower in any such action or actions, any right to require such joinder being
hereby waived to the fullest permitted by applicable Law. The obligations of
each Borrower under this SECTION 2.13 shall not be diminished or rendered
unenforceable by any unenforceability or invalidity of the Obligations as to the
other Borrower, or by any bankruptcy, insolvency, winding up, reorganization,
arrangement, liquidation, reconstruction or similar proceeding with respect to
any reconstruction or similar proceeding with respect to any Borrower. The joint
and several liability of the Borrowers hereunder shall continue in full force
and effect notwithstanding any absorption, merger, amalgamation or any other
change whatsoever in the name, membership, constitution or place of formation of
any Borrower. Each Borrower shall be entitled to subrogation and contribution
rights from and against the other Borrower to the extent such Borrower is
required to pay to the Administrative Agent or any Lender any principal,
interest or other amount attributable to the Loans advanced hereunder to the
other Borrower or as otherwise available under applicable Law; provided, no
Borrower shall exercise any rights of subrogation or contribution prior to the
indefeasible payment in full in cash of all of the Obligations. The provisions
of this SECTION 2.13 shall remain in effect until all of the Obligations shall
have been indefeasibly paid in full in cash. If at any time, any payment, or any
part thereof, made in respect of all or any part of the Obligations, is
rescinded or must otherwise be restored or returned by the Administrative Agent
or any of the Lenders upon the insolvency, bankruptcy or reorganization of the
Borrowers, or either of them,, or otherwise, the provisions of this SECTION 2.13
will forthwith be reinstated in effect, as though such payment had not been
made.

                                  ARTICLE III.
                     TAXES, YIELD PROTECTION AND ILLEGALITY

      3.01 TAXES.

      (a) Any and all payments by the Borrowers to or for the account of the
Administrative Agent or any Lender under any Loan Document shall be made free
and clear of and without deduction for any and all present or future taxes,
duties, levies, imposts, deductions, assessments, fees, withholdings or similar
charges, and all liabilities with respect thereto, excluding, in the case of the
Administrative Agent and each Lender, taxes imposed on or measured by its net
income, and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the Laws of


                                       24
<PAGE>

which the Administrative Agent or such Lender, as the case may be, is organized
or maintains its Lending Office (all such non-excluded taxes, duties, levies,
imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities being hereinafter referred to as "TAXES"). If the Borrower shall be
required by any Laws to deduct any Taxes from or in respect of any sum payable
under any Loan Document to the Administrative Agent or any Lender, (i) the sum
payable shall be increased as necessary so that after making all required
deductions (including deductions applicable to additional sums payable under
this Section), each of the Administrative Agent and such Lender receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrowers shall make such deductions, (iii) the Borrowers shall pay the
full amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrowers shall furnish to the Administrative Agent (which shall
forward the same to such Lender) the original or a certified copy of a receipt
evidencing payment thereof.

      (b) In addition, the Borrowers agree to pay any and all present or future
stamp, court or documentary taxes and any other excise or property taxes or
charges or similar levies which arise from any payment made under any Loan
Document or from the execution, delivery, performance, enforcement or
registration of, or otherwise with respect to, any Loan Document (hereinafter
referred to as "OTHER TAXES").

      (c) If the Borrowers shall be required to deduct or pay any Taxes or Other
Taxes from or in respect of any sum payable under any Loan Document to the
Administrative Agent or any Lender, the Borrowers shall also pay to the
Administrative Agent (for the account of such Lender) or to such Lender, at the
time interest is paid, such additional amount that such Lender specifies as
necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

      (d) The Borrowers agree to indemnify the Administrative Agent and each
Lender for (i) the full amount of Taxes and Other Taxes (including any Taxes or
Other Taxes imposed or asserted by any jurisdiction on amounts payable under
this Section) paid by the Administrative Agent and such Lender, (ii) amounts
payable under SECTION 3.01(c) and (iii) any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. Payment under
this subsection (d) shall be made within 30 days after the date the Lender or
the Administrative Agent makes a demand therefor.

      3.02 ILLEGALITY. If any Lender determines that any Law has made it
unlawful, or that any Governmental Authority has asserted that it is unlawful,
for any Lender or its applicable Lending Office to make, maintain or fund
Eurodollar Rate Loans, or materially restricts the authority of such Lender to
purchase or sell, or to take deposits of, Dollars in the applicable offshore
Dollar market, or to determine or charge interest rates based upon the
Eurodollar Rate, then, on notice thereof by such Lender to the Borrower through
the Administrative Agent, any obligation of such Lender to make or continue
Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate Loans
shall be suspended until such Lender notifies the Administrative Agent and the
Borrower that the circumstances giving rise to such determination no longer
exist. Upon receipt of such notice, the Borrowers shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period thereof, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrowers shall also pay interest on
the amount so prepaid or converted. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will
not, in the reasonable judgment of such Lender, otherwise be materially
disadvantageous to such Lender.


                                       25
<PAGE>

      3.03 INABILITY TO DETERMINE RATES. If the Administrative Agent determines
in connection with any request for a Eurodollar Rate Loan or a conversion to or
continuation thereof that (a) Dollar deposits are not being offered to banks in
the applicable offshore Dollar market for the applicable amount and Interest
Period of such Eurodollar Rate Loan, or adequate and reasonable means do not
exist for determining the Eurodollar Rate for such Eurodollar Rate Loan, or (b)
if the Required Lenders determine and notify the Administrative Agent that the
Eurodollar Rate for such Eurodollar Rate Loan does not adequately and fairly
reflect the cost to the Lenders of funding such Eurodollar Rate Loan, then the
Administrative Agent will promptly notify the Borrowers and all Lenders.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent revokes such notice.
Upon receipt of such notice, the Borrowers may revoke any pending request for a
Borrowing, conversion or continuation of Eurodollar Rate Loans or, failing that,
will be deemed to have converted such request into a request for a Borrowing of
Base Rate Loans in the amount specified therein.

      3.04 INCREASED COST AND REDUCED RETURN; CAPITAL ADEQUACY; RESERVES ON
EURODOLLAR RATE LOANS.

      (a) If any Lender determines that as a result of the introduction of or
any change in or in the interpretation of any Law, or such Lender's compliance
therewith, there shall be any increase in the cost to such Lender of agreeing to
make or making, funding or maintaining Eurodollar Rate Loans, or a reduction in
the amount received or receivable by such Lender in connection with any of the
foregoing (excluding for purposes of this subsection (a) any such increased
costs or reduction in amount resulting from (i) Taxes or Other Taxes (as to
which SECTION 3.01 shall govern), (ii) changes in the basis of taxation of
overall net income or overall gross income by the United States or any foreign
jurisdiction or any political subdivision of either thereof under the Laws of
which such Lender is organized or has its Lending Office, and (iii) reserve
requirements contemplated by SECTION 3.04(c) utilized, as to Eurodollar Rate
Loans, in the determination of the Eurodollar Rate), then from time to time upon
demand of such Lender (with a copy of such demand to the Administrative Agent),
the Borrowers shall pay to such Lender such additional amounts as will
compensate such Lender for such increased cost or reduction. No Lender shall
have the right to recover such additional amounts for any period more than 90
days prior to the date such Lender notified the Borrowers thereof.

      (b) If any Lender determines that the introduction of any Law regarding
capital adequacy or any change therein or in the interpretation thereof, or
compliance by such Lender (or its Lending Office) therewith, has the effect of
reducing the rate of return on the capital of such Lender or any corporation
controlling such Lender as a consequence of such Lender's obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender's desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrowers shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction. No Lender shall have the right to recover such
additional amounts for any period more than 90 days prior to the date such
Lender notified the Borrowers thereof.

      (c) The Borrowers shall pay to each Lender, as long as such Lender shall
be required under regulations of the Board to maintain reserves with respect to
liabilities or assets consisting of or including Eurocurrency funds or deposits
(currently known as "Eurocurrency liabilities"), additional costs on the unpaid
principal amount of each Eurodollar Rate Loan equal to the actual costs of such
reserves allocated to such Loan by such Lender (as determined by such Lender in
good faith, which determination shall be conclusive), which shall be due and
payable on each date on which interest is payable on such Loan, provided the
Borrowers shall have received at least 15 days' prior notice (with a copy to the
Administrative Agent) of such additional interest from such Lender. If a Lender
fails to give


                                       26
<PAGE>

notice 15 days prior to the relevant Interest Payment Date, such additional
interest shall be due and payable 15 days from receipt of such notice.

      3.05 FUNDING LOSSES. Upon demand of any Lender (with a copy to the
Administrative Agent) from time to time, the Borrowers shall promptly compensate
such Lender for and hold such Lender harmless from any loss, cost or expense
incurred by it as a result of:

      (a) any continuation, conversion, payment or prepayment of any Loan other
than a Base Rate Loan on a day other than the last day of the Interest Period
for such Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or

      (b) any failure by the Borrowers (for a reason other than the failure of
such Lender to make a Loan) to prepay, borrow, continue or convert any Loan
other than a Base Rate Loan on the date or in the amount notified by the
Borrower;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrowers shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

      For purposes of calculating amounts payable by the Borrower to the Lenders
under this SECTION 3.05, each Lender shall be deemed to have funded each
Eurodollar Rate Loan made by it at the Eurodollar Rate for such Loan by a
matching deposit or other borrowing in the applicable offshore Dollar interbank
market for a comparable amount and for a comparable period, whether or not such
Eurodollar Rate Loan was in fact so funded.

      3.06 MATTERS APPLICABLE TO ALL REQUESTS FOR COMPENSATION. A certificate of
the Administrative Agent or any Lender claiming compensation under this ARTICLE
III and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount, the Administrative Agent or such Lender may use any reasonable
averaging and attribution methods.

      3.07 SURVIVAL. All of the Borrowers' obligations under this ARTICLE III
shall survive termination of the Commitments and payment in full of all the
other Obligations.

                                  ARTICLE IV.
                        CONDITIONS PRECEDENT TO BORROWING

      4.01 CONDITIONS OF BORROWING. The obligation of each Lender to make its
Loan hereunder is subject to satisfaction of the following conditions precedent:

      (a) The Administrative Agent's receipt of the following, each of which
shall be originals or facsimiles (followed promptly by originals) and unless
otherwise specified, each properly executed by an authorized officer of the
signing Loan Party, each dated the Closing Date (or, in the case of certificates
of governmental officials, a recent date before the Closing Date) and each in
form and substance reasonably satisfactory to the Lenders and their legal
counsel:

            (i) executed counterparts of this Agreement;


                                       27
<PAGE>

            (ii) Notes executed by the Borrowers in favor of each Lender
      requesting such Notes, each in a principal amount equal to such Lender's
      Committed Sum;

            (iii) such certificates of resolutions or other action, incumbency
      certificates and/or other certificates of officers of each Loan Party as
      the Administrative Agent may require to establish the identities of and
      verify the authority and capacity of each officer thereof authorized to
      act in connection with this Agreement and the other Loan Documents to
      which such Loan Party is a party;

            (iv) such evidence as the Administrative Agent may reasonably
      require to verify that each Loan Party and the General Partner is duly
      organized or formed, validly existing, in good standing and qualified to
      engage in business in the jurisdiction of its organization and in each
      other jurisdiction in which it is required to be qualified to engage in
      business, except where such failure would not have a Material Adverse
      Effect;

            (v) a certificate signed by a Responsible Officer of each Borrower
      certifying (A) that the representations and warranties contained in
      ARTICLE V are true and correct in all respects on and as of such date, (B)
      no Default or Event of Default has occurred and is continuing as of such
      date, (C) since December 31, 2001 there has occurred no material adverse
      change in the business, assets, liabilities (actual or contingent),
      operations, condition (financial or otherwise) or prospects of the
      Borrowers, any Guarantor, TWC, or any other material Subsidiary of TWC, or
      any of the businesses, assets or liabilities acquired or assumed or being
      acquired or assumed by the Borrowers or any of their Subsidiaries, (D) the
      Borrowers and their Subsidiaries own the assets and businesses reflected
      on the Initial Pro Formas, including without limitation the Contributed
      Interests and the Pipeline Assets, free and clear of all Liens other than
      Permitted Liens and subject to no Indebtedness, and (E) no action, suit,
      investigation or proceeding is pending or threatened in any court or
      before any arbitrator or governmental authority by or against the
      Borrowers or any of their Subsidiaries, that in the opinion of the Lenders
      (x) could reasonably be expected to materially and adversely affect the
      Borrowers, any Guarantor or any material Subsidiary of TWC, or (y) seeks
      to affect or pertain to any transaction contemplated hereby or the ability
      of the Borrowers or any Guarantor to perform its obligations under the
      Loan Documents;

            (vi) opinions from (A) Vinson &Elkins L.L.P., counsel to each Loan
      Party and the General Partner, substantially in the form of EXHIBIT F-1
      hereto, and (B) William G. von Glahn, counsel to each Loan Party and the
      General Partner, substantially in the form of EXHIBIT F-2 hereto;

            (vii) receipt of the following, in each case in form and substance
      satisfactory to the Lenders in their sole discretion: (A) an unaudited pro
      forma opening balance sheet and income statement of Williams LLC and the
      MLP, in each case both individually and consolidated for the Company and
      its Subsidiaries; (B) audited consolidated and consolidating balance
      sheets, income statements and statements of cash flows of the MLP for the
      period ended December 31, 2001; (C) one-year projections for Williams LLC
      and the MLP; (D) unaudited balance sheets of Williams LLC as of December
      31, 2001, and unaudited income statements and statements of cash flows for
      Williams LLC for the period ended December 31, 2001; and (E) such other
      financial information as the Administrative Agent may reasonably request;

            (viii) copies of the following, in each case in form and substance
      reasonably satisfactory to the Lenders: (A) the Contribution Agreement and
      related agreements; (B) all


                                       28
<PAGE>

      agreements between Williams LLC and the MLP, and all agreements between
      Williams LLC or the MLP and TWC or a TWC Affiliate relating to Williams
      LLC, (C) Williams LLC's Organization Documents, and (D) the MLP's
      Organization Documents (collectively, the "BORROWER OPERATING
      AGREEMENTS");

            (ix) a letter from CT Corporation System, Inc., to accept service of
      process in the State of New York on behalf of the Borrowers and each
      Guarantor;

            (x) such other assurances, certificates, documents, consents or
      opinions as the Administrative Agent or the Required Lenders reasonably
      may require;

            (xi) an opinion (a "SOLVENCY OPINION") that Williams LLC is and,
      after giving effect to the Borrowing and the transactions contemplated by
      this Agreement, and to the transactions applicable to Williams LLC
      contemplated by the Contribution Agreement, will be "solvent" as such term
      is defined in SECTION 5.18, determined on a stand-alone basis for Williams
      LLC and not on a consolidated basis. The Solvency Opinion shall be
      rendered to or for the Administrative Agent and the Lenders; shall be
      prepared by an independent third party who is reasonably satisfactory to
      the Lenders, and shall be in form and substance satisfactory to the
      Lenders in their sole discretion; and

            (xii) a certificate signed by a Responsible Officer of each Borrower
      that the transactions contemplated by the Contribution Agreement including
      the contribution of the Contributed Interests to the MLP and the issuance
      by the MLP of its redeemable class B units to GP LLC have occurred or are
      occurring concurrently with the funding of the Loans.

      (b) All fees required to be paid on or before the Closing Date (including
the fees set forth in the Fee Letters) shall have been paid.

      (c) The Borrowers shall have paid or reimbursed all reasonable
out-of-pocket costs and expenses of the Administrative Agent and the Lenders
including, without limitation, Attorney Costs of the Administrative Agent to the
extent invoiced prior to or on the Closing Date.

      4.02 CONDITIONS TO ALL LOANS. The obligation of each Lender to honor any
Borrowing Notice (other than a Borrowing Notice requesting only a conversion of
Loans to the other Type, or a continuation of Loans as the same Type) is subject
to the following conditions precedent:

      (a) The representations and warranties of the Borrowers contained in
ARTICLE V, or which are contained in any document furnished at any time under or
in connection herewith, shall be true and correct on and as of the date of such
Borrowing, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date.

      (b) No Default or Event of Default shall exist or would result from such
proposed Borrowing.

      (c) The Administrative Agent shall have received a Borrowing Notice in
accordance with the requirements hereof.


                                       29
<PAGE>

      (d) The Administrative Agent shall have received, in form and substance
reasonably satisfactory to it, such other assurances, certificates, documents or
consents related to the foregoing as the Administrative Agent or the Required
Lenders reasonably may require.

      Each Borrowing Notice (other than a Borrowing Notice requesting only a
conversion of Loans to the other Type or a continuation of Loans as the same
Type) submitted by the Borrower shall be deemed to be a representation and
warranty that the conditions specified in SECTIONS 4.02(a) and (b) have been
satisfied on and as of the date of the applicable Borrowing.

                                   ARTICLE V.
                         REPRESENTATIONS AND WARRANTIES

      Each of the Borrowers, and each Guarantor by its execution of a Guaranty,
represents and warrants to the Administrative Agent and the Lenders that:

      5.01 EXISTENCE; QUALIFICATION AND POWER; COMPLIANCE WITH LAWS. The General
Partner is the sole general partner of the MLP. All of the member interests in
Williams LLC are owned by the MLP. The General Partner and each Loan Party (a)
is a corporation, partnership or limited liability company duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction
of its incorporation or organization, (b) has all requisite power and authority
and all governmental licenses, authorizations, consents and approvals to own its
assets, carry on its business and to execute, deliver, and perform its
obligations under the Loan Documents to which it is a party, (c) is duly
qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws, except in each case referred to in clause (c) or this
clause (d), to the extent that failure to do so could not reasonably be expected
to have a Material Adverse Effect.

      5.02 AUTHORIZATION; NO CONTRAVENTION. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is
party, have been duly authorized by all necessary corporate or other
organizational action, and do not and will not (a) contravene the terms of any
of such Person's Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, any Contractual
Obligation to which such Person is a party or any order, injunction, writ or
decree of any Governmental Authority to which such Person or its property is
subject; or (c) violate any Law.

      5.03 THIRD PARTY APPROVALS. No approval, consent, exemption,
authorization, or other action by, or notice to, or filing with, any
Governmental Authority or any Person that is not a party to this Agreement is
necessary or required in connection with (i) the consummation of the
transactions contemplated by the Contribution Agreement or (ii) the execution,
delivery or performance by, or enforcement against, any Loan Party of this
Agreement or any other Loan Document except where obtained or where the failure
to receive such approval, consent, exemption, authorization, or the failure to
do such other action by, or provide notice could not reasonably be expected to
have a Material Adverse Effect.

      5.04 BINDING EFFECT. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.


                                       30
<PAGE>

      5.05 FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.

      (a) The Initial Financial Statements were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein. The Initial Pro Formas and the Initial Financial
Statements (i) fairly present the financial condition of the entities therein
named and their respective Subsidiaries as of the date thereof and their results
of operations for the period covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (ii) show all material Indebtedness and other
liabilities, direct or contingent, of the entities therein named and their
Subsidiaries as of the date thereof, including liabilities for taxes, material
commitments and Indebtedness in accordance with GAAP consistently applied
throughout the period covered thereby.

      (b) Since December 31, 2001, there has been no event or circumstance that
has or could reasonably be expected to have a Material Adverse Effect.

      5.06 LITIGATION. There are no actions, suits, proceedings, claims or
disputes pending or, to the knowledge of the Borrowers after due and diligent
investigation, overtly threatened or contemplated, at law, in equity, in
arbitration or before any Governmental Authority, by or against any Loan Party
or any of their respective Subsidiaries or against any of their properties
including the Pipeline Assets, or revenues which (a) purport to affect or
pertain to this Agreement or any other Loan Document, or any of the transactions
contemplated hereby, or (b) if determined adversely, could reasonably be
expected to have a Material Adverse Effect.

      5.07 NO DEFAULT. There is no failure of any Material Agreement to be in
effect, and there is no default by the Borrowers or any of their Subsidiaries
under any Material Agreement, if such failure to remain in effect, or such
default, could reasonably be expected to have a Material Adverse Effect.

      5.08 OWNERSHIP OF PROPERTY; LIENS. (a) Each Loan Party and its
Subsidiaries have good and marketable title to, or valid leasehold interests in,
all its real and personal property necessary or used in the ordinary conduct of
its business, including the Pipeline Assets, except for such defects in title as
would not, individually or in the aggregate, have a Material Adverse Effect, and
(b) the property of the Borrower and its Subsidiaries, including the Pipeline
Assets, is subject to no Liens, other than Permitted Liens.

      5.09 ENVIRONMENTAL COMPLIANCE. The Borrowers have reasonably concluded
that (a) there are no claims alleging potential liability under or
responsibility for violation of any Environmental Law except any such claims
that would not, individually or in the aggregate, have a Material Adverse
Effect, (b) there is no environmental condition or circumstance, such as the
presence or Release of any Hazardous Substance, on any property owned, operated
or used by any Loan Party or any of their Subsidiaries including the Pipeline
Assets, that could reasonably be expected to have a Material Adverse Effect, and
(c) there is no violation of or by any Loan Party or any of their Subsidiaries
of any Environmental Law, except for such violations as could not, individually
or in the aggregate, reasonably be expected to have a Material Adverse Effect.

      5.10 INSURANCE. The Companies and their properties including the Pipeline
Assets are insured with financially sound and reputable insurance companies not
Affiliates of the Borrower, in such amounts, with such deductibles and covering
such risks as are customarily carried by companies engaged in similar businesses
and owning similar properties in localities where the Companies operate.


                                       31
<PAGE>

      5.11 TAXES. The Borrowers and their respective Subsidiaries have filed all
federal, state and other material tax returns and reports required to be filed,
and have paid all federal, state and other material taxes, assessments, fees and
other governmental charges levied or imposed upon them or their properties,
income or assets otherwise due and payable, except those which are being
contested in good faith by appropriate proceedings and for which adequate
reserves have been provided in accordance with GAAP. There is no proposed tax
assessment against any Loan Party or any of their respective Subsidiaries that
would, if made, have a Material Adverse Effect.

      5.12 ERISA COMPLIANCE.

      (a) Each Plan is in compliance in all material respects with the
applicable provisions of ERISA, the Code and other federal or state Laws except
to the extent that noncompliance could not reasonably be expected to have a
Material Adverse Effect. Each Plan that is intended to qualify under Section
401(a) of the Code has received a favorable determination letter from the IRS or
an application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Borrowers, nothing has
occurred which would prevent, or cause the loss of, such qualification. The
Borrowers and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Code, and no application for a funding waiver
or an extension of any amortization period pursuant to Section 412 of the Code
has been made with respect to any Plan.

      (b) There are no pending or, to the best knowledge of the Borrowers,
threatened claims, actions or lawsuits, or action by any Governmental Authority,
with respect to any Plan that could be reasonably be expected to have a Material
Adverse Effect. Neither the Borrowers nor any ERISA Affiliate has engaged in or
knowingly permitted to occur and, to the Borrowers' knowledge, no other party
has engaged in or permitted to occur any prohibited transaction or violation of
the fiduciary responsibility rules with respect to any Plan that has resulted or
could be reasonably expected to result in a Material Adverse Effect.

      (c) (i) No ERISA Event has occurred or is reasonably expected to occur;
(ii) no Pension Plan has any Unfunded Pension Liability that (when aggregated
with any other Unfunded Pension Liability) has resulted or could reasonably be
expected to result in a Material Adverse Effect; (iii) neither the Borrower nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
under Title IV of ERISA with respect to any Pension Plan (other than premiums
due and not delinquent under Section 4007 of ERISA) which could reasonably be
expected to result in a Material Adverse Effect; (iv) neither the Borrower nor
any ERISA Affiliate has incurred, or reasonably expects to incur, any liability
(and no event has occurred which, with the giving of notice under Section 4219
of ERISA, would result in such liability) under Sections 4201 or 4243 of ERISA
with respect to a Multiemployer Plan which could reasonably be expected to
result in a Material Adverse Effect; and (v) neither the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or
4212(c) of ERISA.

      5.13 SUBSIDIARIES. The Borrowers have no Subsidiaries other than those
specifically disclosed in Schedule 5.13, and has no equity investment in any
other corporation or other entity other than those specifically disclosed in
Schedule 5.13.

      5.14 MARGIN REGULATIONS; INVESTMENT COMPANY ACT; PUBLIC UTILITY HOLDING
COMPANY ACT; USE OF PROCEEDS.

      (a) No Loan Party is engaged, principally or as one of their important
activities, in the business of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the Board), or extending credit for the
purpose of purchasing or carrying margin stock. Margin Stock


                                       32
<PAGE>

constitutes less than 25% of those assets of each Loan Party which are subject
to any limitation on a sale, pledge, or other restrictions hereunder.

      (b) No Loan Party, no Person controlling any Loan Party, or any Subsidiary
of any Loan Party (i) is a "holding company," or a "subsidiary company" of a
"holding company," or an "affiliate" of a "holding company" or of a "subsidiary
company" of a "holding company," within the meaning of the Public Utility
Holding Company Act of 1935, or (ii) is or is required to be registered as an
"investment company" under the Investment Company Act of 1940.

      5.15 DISCLOSURE. No statement, information, report, representation, or
warranty made by any Loan Party in any Loan Document or furnished to the
Administrative Agent or any Lender by or on behalf of any Loan Party in
connection with any Loan Document contains any untrue statement of a material
fact or omits any material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading.

      5.16 LABOR MATTERS. To the Borrowers' knowledge, there are no pending or
threatened strikes, labor disputes, slowdowns, walkouts, or other concerted
interruptions of operations by the employees of any Loan Party or any of its
Subsidiaries that could reasonably be expected to have a Material Adverse
Effect. Hours worked by and payment made to employees of Loan Parties and their
Subsidiaries have not been in violation of the Fair Labor Standards Act of 1938
or any other applicable Law dealing with such matters, other than any such
violations, individually or collectively, which could not reasonably be expected
to have a Material Adverse Effect. All payments due from any Loan Party or any
of its Subsidiaries on account of employee health and welfare insurance have
been paid or accrued as a liability on its books, other than any such
nonpayments which could not, individually or collectively, reasonably be
expected to have a Material Adverse Effect.

      5.17 COMPLIANCE WITH LAWS. No Loan Party or any of its Subsidiaries are in
violation of any Laws, other than such violations which could not, individually
or collectively, reasonably be expected to have a Material Adverse Effect. No
Loan Party has received notice alleging any noncompliance with any Laws, except
for such noncompliance which no longer exists, or which noncompliance could not
reasonably be expected to have a Material Adverse Effect.

      5.18 SOLVENCY. At the time of the Borrowing hereunder, each Loan Party is
and, after giving effect to the Borrowing and the transactions contemplated by
this Agreement, and to the transactions applicable to the Loan Parties
contemplated by the Contribution Agreement, will be solvent. As used herein,
"solvent" means, as to a Person, that (i) the aggregate fair market value of
such Person's assets exceeds such Person's debts, (ii) such Person has
sufficient cash flow to enable it to pay its debts as they mature, and (iii)
such Person does not have unreasonably small capital to engage in such Person's
businesses; and "debt" means liability on a claim (whether liquidated or
unliquidated, fixed or contingent, matured or unmatured, disputed or undisputed,
legal or equitable, secured or unsecured, or otherwise) and shall include the
Obligations. The representation and warranty as to solvency has been determined
on a stand-alone basis for each Loan Party and not on a consolidated basis.

      5.19 FAIRNESS OPINIONS. The Conflicts Committee of the General Partner has
received an opinion (the "FAIRNESS OPINION") to the effect that the
consideration (as defined in the Fairness Opinion) to be paid by the MLP
pursuant to the Contribution Agreement is fair, from a financial point of view,
to the MLP. Williams Energy Services, LLC, as seller under the Contribution
Agreement, has received an opinion (the "SELLER FAIRNESS OPINION") to the effect
that the consideration (as defined in the Seller Fairness Opinion) to be
received by the Seller pursuant to the Contribution Agreement is fair, from a
financial point of view, to the Seller.


                                       33
<PAGE>

                                  ARTICLE VI.
                              AFFIRMATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, or any Loan or
other Obligation shall remain unpaid or unsatisfied, the Borrowers shall, and
shall (except in the case of the covenants set forth in SECTIONS 6.01, 6.02,
6.03 and 6.12) cause each of their Subsidiaries to:

      6.01 FINANCIAL STATEMENTS. Deliver to the Administrative Agent and each
Lender, in form and detail reasonably satisfactory to the Administrative Agent
and the Required Lenders:

      (a) as soon as available, but in any event within 105 days after the end
of each fiscal year of Williams LLC, a consolidated balance sheet of Williams
LLC and its Subsidiaries as at the end of such fiscal year, and the related
statements of income and cash flows for such fiscal year, setting forth in each
case in comparative form the figures for the previous fiscal year, all in
reasonable detail, and certified by a Responsible Officer of Williams LLC as
fairly presenting the financial condition, results of operations and cash flows
of Williams LLC and its Subsidiaries in accordance with GAAP; and

      (b) as soon as available, but in any event within 60 days after the end of
each of the first three fiscal quarters of each fiscal year of Williams LLC, a
consolidated balance sheet of Williams LLC and its Subsidiaries as at the end of
such fiscal quarter, and the related statements of income and cash flows for
such fiscal quarter and for the portion of Williams LLC's fiscal year then
ended, setting forth in each case in comparative form the figures for the
corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail and certified by a
Responsible Officer of Williams LLC as fairly presenting the financial
condition, results of operations and cash flows of Williams LLC and its
Subsidiaries in accordance with GAAP; and

      (c) as soon as available, but in any event within 105 days after the end
of each fiscal year of the MLP, consolidated balance sheets of the MLP and its
Subsidiaries as at the end of such fiscal year, and the related statements of
income and cash flows for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all in reasonable
detail, audited and accompanied by a report and opinion of Ernst & Young LLP or
other independent certified public accountant of nationally recognized standing
reasonably acceptable to the Required Lenders, which report and opinion shall be
prepared in accordance with GAAP and shall not be subject to any qualifications
or exceptions as to the scope of the audit nor to any qualifications and
exceptions not reasonably acceptable to the Required Lenders; provided, that, if
any financial statement referred to in this clause (c) is readily available
on-line through EDGAR, the MLP shall not be obligated to furnish copies of such
financial statement; and

      (d) as soon as available, but in any event within 60 days after the end of
each of the first three fiscal quarters of each fiscal year of the MLP, a
consolidated balance sheet of the MLP and its Subsidiaries as at the end of such
fiscal quarter, and the related statements of income and cash flows for such
fiscal quarter and for the portion of the MLP's fiscal year then ended, setting
forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the
previous fiscal year, all in reasonable detail and certified by a Responsible
Officer of the MLP as fairly presenting the financial condition, results of
operations and cash flows of the MLP and its Subsidiaries in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of
footnotes; provided, that, if any financial statement referred to in this clause
(d) is readily available on-line through EDGAR, the MLP shall not be obligated
to furnish copies of such financial statement.


                                       34
<PAGE>

      6.02 CERTIFICATES; OTHER INFORMATION. Deliver to the Administrative Agent
and each Lender, in form and detail satisfactory to the Administrative Agent and
the Required Lenders:

      (a) concurrently with the delivery of the financial statements referred to
in SECTION 6.01, a duly completed Compliance Certificate in form of EXHIBIT C
signed by a Responsible Officer of Williams LLC and a Responsible Officer of the
MLP;

      (b) promptly after requested by the Administrative Agent or any Lender,
copies of any detailed audit reports, management letters or recommendations
submitted to the board of directors or equivalent governing body (or the audit
committee thereof) of the Borrowers or any of their Subsidiaries by independent
accountants in connection with the accounts or books of the Borrowers or any of
their Subsidiaries, or any audit of any of them;

      (c) promptly after the same are available, copies of each annual report,
proxy or financial statement or other report or communication sent to the equity
owners of the MLP, and copies of all annual, regular, periodic and special
reports and registration statements which the MLP may file or be required to
file with the Securities and Exchange Commission under Section 13 or 15(d) of
the Securities Exchange Act of 1934, and not otherwise required to be delivered
to the Administrative Agent pursuant hereto; provided, that, if such report,
proxy, financial statement or other report or communication is readily available
on-line through EDGAR, the MLP shall not be obligated to furnish copies thereof;

      (d) promptly after execution thereof, copies of Material Agreements and
any material amendment thereto; and

      (d) promptly, such additional information regarding the business,
financial or corporate affairs of any Loan Party as the Administrative Agent, at
the request of any Lender, may from time to time reasonably request.

      6.03 NOTICES. Promptly notify the Administrative Agent and each Lender:

      (a) of the occurrence of any Default or Event of Default, as soon as
possible but in any event within ten days after the occurrence thereof;

      (b) of any matter that has resulted or could reasonably be expected to
result in a Material Adverse Effect, including any of the following events if
such has resulted or could reasonably be expected to result in a Material
Adverse Effect: (i) breach or non-performance of, or any default under, a
Contractual Obligation of any Loan Party; (ii) any litigation, investigation by
or required by a Governmental Authority, proceeding or suspension between any
Loan Party and any Governmental Authority which could reasonably be expected to
have a Material Adverse Effect; or (iii) any litigation, investigation or
proceeding involving any Loan Party related to any Environmental Law;

      (c) of any litigation, investigation or proceeding affecting the Borrowers
or any other Borrower Affiliate on in which (i) the amount involved exceeds
(individually or collectively) $20,000,000, or (ii) injunctive relief or similar
relief is sought, which could be reasonably expected to have a Material Adverse
Effect; and

      (d) of any material change in accounting policies or financial reporting
practices by the Borrowers.


                                       35
<PAGE>

      Each notice pursuant to this Section shall be accompanied by a statement
of a Responsible Officer of Williams LLC or a Responsible Officer of the MLP
setting forth details of the occurrence referred to therein and stating what
action the Borrowers have taken and proposes to take with respect thereto. Each
notice pursuant to SECTION 6.03(a) shall describe with particularity any and all
provisions of this Agreement or other Loan Document that have been breached.

      6.04 PAYMENT OF OBLIGATIONS. Pay and discharge as the same shall become
due and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets and (b) all lawful claims which, if unpaid, would by law
become a Lien upon its property, except, in the case of clause (a) or clause
(b), where (x) the validity of same are being contested in good faith by
appropriate proceedings and (y) adequate reserves in accordance with GAAP are
being maintained by the appropriate Loan Party.

      6.05 PRESERVATION OF EXISTENCE, ETC. (a) Preserve, renew and maintain in
full force and effect their legal existence and good standing under the Laws of
their jurisdiction of organization, except in a transaction permitted by Section
7.04 and 7.05, (b) take all reasonable action to maintain all rights,
privileges, permits, licenses and franchises necessary or desirable in the
normal conduct of its business, except in a transaction permitted by Section
7.04 and 7.05, and (c) preserve or renew all of its registered patents,
trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect.

      6.06 MAINTENANCE OF ASSETS AND BUSINESS. (a) Maintain all material
licenses, permits, and franchises necessary for the normal business; (b) keep
all of its assets which are useful in and necessary to its business in good
working order and condition (ordinary wear and tear excepted) and make all
necessary repairs thereto and replacements thereof; and (c) do all things
necessary to obtain, renew, extend, and continue in effect all Authorizations
which may at any time and from time to time be necessary for the Borrowers and
their Subsidiaries to operate their businesses in compliance with applicable
Law; except where the failure to so maintain, renew, extend, or continue in
effect could not reasonably be expected to have a Material Adverse Effect.

      6.07 MAINTENANCE OF INSURANCE. Maintain with financially sound and
reputable insurance companies not Affiliates of the Borrowers, insurance with
respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons.

      6.08 COMPLIANCE WITH LAWS. Comply in all material respects with the
requirements of all Laws applicable to it or to its business or property, except
in such instances in which (i) such requirement of Law is being contested in
good faith or a bona fide dispute exists with respect thereto; or (ii) the
failure to comply therewith could not be reasonably expected to have a Material
Adverse Effect.

      6.09 BOOKS AND RECORDS. (a) Maintain proper books of record and account,
in which full, true and correct entries in conformity with GAAP consistently
applied shall be made of all financial transactions and matters involving its
assets and business; and (b) maintain such books of record and account in
material conformity with all applicable requirements of any Governmental
Authority having regulatory jurisdiction over it.

      6.10 INSPECTION RIGHTS. Permit representatives and independent contractors
of the Administrative Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs,


                                       36
<PAGE>

finances and accounts with its directors, officers, and independent public
accountants, at such reasonable times during normal business hours and as often
as may be reasonably desired, upon reasonable advance notice to the Borrower;
provided, however, that when an Event of Default exists the Administrative Agent
or any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrower at any
time during normal business hours and without advance notice.

      6.11 COMPLIANCE WITH ERISA. With respect to each Plan maintained by a
Company, do each of the following: (a) maintain each Plan in compliance in all
material respects with the applicable provisions of ERISA, the Code and other
federal or state Laws; (b) cause each Plan which is qualified under Section
401(a) of the Code to maintain such qualification; and (c) make all required
contributions to any Plan subject to Section 412 of the Code

      6.12 USE OF PROCEEDS. Use the proceeds of the Loans to make distributions
to the General Partner in satisfaction of the General Partner's right to receive
net proceeds thereof (after transaction costs).

      6.13 GUARANTIES. Promptly after the formation or acquisition of any new
entity that is (or becomes) a Subsidiary of Williams LLC, cause such new entity
to execute and deliver to Administrative Agent a Guaranty substantially in the
form and upon the terms of EXHIBIT E, providing for the guaranty of payment and
performance of the Obligations, together with certified copies of such
Subsidiary's Organization Documents and opinions of counsel with respect to such
Subsidiary and such Guaranty, in substantially the forms of EXHIBIT F-1 and F-2
hereto.

      6.14 MATERIAL AGREEMENTS. Perform its obligations under the Material
Agreements, except where failure to do so could not reasonably be expected to
have a Material Adverse Effect.

                                  ARTICLE VII.
                               NEGATIVE COVENANTS

      So long as any Lender shall have any Commitment hereunder, or any Loan or
other Obligations shall remain unpaid or unsatisfied, the Borrowers agree that
they shall not, nor shall they permit any of their respective Subsidiaries to,
directly or indirectly:

      7.01 LIENS. Create, incur, assume or suffer to exist, any Lien upon any of
its property, assets or revenues, whether now owned or hereafter acquired, other
than the following:

      (a) Liens pursuant to any Loan Document;

      (b) Liens upon property, assets and revenues of OLP No. 1 to secure
Indebtedness permitted by SECTION 7.03(b);

      (c) Liens for taxes not yet due or which are being contested in good faith
and by appropriate proceedings, if adequate reserves with respect thereto are
maintained on the books of the applicable Person in accordance with GAAP;

      (d) carriers', warehousemen's, mechanics', materialmen's, repairmen's or
other like Liens arising in the ordinary course of business which are not
overdue for a period of more than 30 days or


                                       37
<PAGE>

which are being contested in good faith and by appropriate proceedings, if
adequate reserves with respect thereto are maintained on the books of the
applicable Person;

      (e) pledges or deposits in the ordinary course of business in connection
with workers' compensation, unemployment insurance and other social security
legislation, other than any Lien imposed by ERISA;

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

      (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which do not in any case materially detract from the
value of the property subject thereto or materially interfere with the ordinary
conduct of the business of the applicable Person; and

      (h) judgment Liens not giving rise to an Event of Default.

      7.02 INVESTMENTS. Make or own any Investments, except:

      (a) Investments held by the Borrowers or their Subsidiaries in Cash
Equivalents;

      (b) Investments by the MLP in Williams LLC;

      (c) Investments by the MLP in OLP No. 1 not to exceed the amount invested
as of the Closing Date;

      (d) Investments by OLP No. 1 which are permitted Investments and/or
Permitted Acquisitions (as such terms is defined in the OLP No. 1 Credit
Agreement) under the terms of the OLP No. 1 Credit Agreement, subject to the
limitations and restrictions contained therein; and

      (e) trade accounts receivable which are for goods furnished or services
rendered in the ordinary course of business.

      7.03 INDEBTEDNESS, SYNTHETIC LEASES AND SWAP OBLIGATIONS. Create, incur,
assume or suffer to exist any Indebtedness, Synthetic Leases or obligations
under Swap Contracts, except:

      (a) Indebtedness under the Loan Documents and Guaranty Obligations under a
Guaranty executed pursuant to this Agreement;

      (b) Indebtedness of OLP No. 1 now existing or hereafter arising under the
OLP No. 1 Credit Agreement and any additional Indebtedness of OLP No. 1 to the
extent permitted by the OLP No. 1 Credit Agreement;

      (c) Obligations (contingent or otherwise) of the Borrowers existing or
arising under any Swap Contract, provided that (i) such obligations are (or
were) entered into by such Person in the ordinary course of business for the
purpose of directly mitigating risk and not for purposes of speculation or
taking a "market view;" and (ii) such Swap Contract does not contain any
provision exonerating the non-defaulting party from its obligation to make
payments on outstanding transactions to the defaulting party; and

      (d) Indebtedness the Net Cash Proceeds of which are used to prepay the
Loans in full.


                                       38
<PAGE>

      7.04 FUNDAMENTAL CHANGES. Merge, consolidate with or into, or convey,
transfer, lease or otherwise dispose of (whether in one transaction or in a
series of transactions) all or substantially all of its assets (whether now
owned or hereafter acquired) to or in favor of any Person, except that, so long
as no Default or Event of Default exists or would result therefrom:

      (a) any Subsidiary of Williams LLC may merge with (i) Williams LLC,
provided that Williams LLC shall be the continuing or surviving Person, or (ii)
any one or more Subsidiaries of Williams LLC, provided that when any
Wholly-Owned Subsidiary is merging with another Subsidiary, the Wholly-Owned
Subsidiary shall be the continuing or surviving Person;

      (b) any Subsidiary of Williams LLC may sell all or substantially all of
its assets (upon voluntary liquidation or otherwise), to Williams LLC or to
another Subsidiary of Williams LLC; provided that if the seller in such a
transaction is a wholly-owned Subsidiary, then the purchaser must also be a
Wholly-Owned Subsidiary;

      (c) any Subsidiary of OLP No. 1 may merge with (i) OLP No. 1, provided
that OLP No. 1 shall be the continuing or surviving Person, or (ii) any one or
more Subsidiaries of OLP No. 1, provided that when any Wholly-Owned Subsidiary
is merging with another Subsidiary, the Wholly-Owned Subsidiary shall be the
continuing or surviving Person;

      (d) any Subsidiary of OLP No. 1 may sell all or substantially all of its
assets (upon voluntary liquidation or otherwise), to OLP No. 1 or to another
Subsidiary of OLP No. 1; provided that if the seller in such a transaction is a
wholly-owned Subsidiary, then the purchaser must also be a Wholly-Owned
Subsidiary; and

      (e) OLP No. 1 may enter into mergers and consolidations constituting
Permitted Acquisitions (as such term is defined in the OLP No. 1 Credit
Agreement), subject to the restrictions and limitations contained in the OLP No.
1 Credit Agreement.

      7.05 DISPOSITIONS. Make any Disposition or enter into any agreement to
make any Disposition, except:

      (a) Dispositions by Williams LLC and OLP No. 1 or their respective
Subsidiaries of inventory in the ordinary course of business;

      (b) Dispositions by Williams LLC and OLP No. 1 or their Subsidiaries of
obsolete or worn out property, whether now owned or hereafter acquired, in the
ordinary course of business; and

      (c) Dispositions of property (i) by any Subsidiary of Williams LLC to
Williams LLC or to a Wholly-Owned Subsidiary of Williams LLC, and (ii) by any
Subsidiary of OLP No. 1 to OLP No. 1 or to a Wholly-Owned Subsidiary of OLP No.
1;

      (d) Other dispositions of property of OLP No. 1 permitted by the OLP No. 1
Credit Agreement, subject to the restrictions and limitations contained therein

      (e) If no Default or Event of Default then exists or arises as a result
thereof, Dispositions not in excess of $5,000,000 for fair market value for cash
in the aggregate as to all such Dispositions, provided that the Borrower or the
MLP shall make the prepayment required by SECTION 2.04(b)(II) concurrently with
such Disposition; and


                                       39
<PAGE>

      (f) Dispositions the Net Cash Proceeds of which are used to prepay the
Loans in full.

      7.06 LEASE OBLIGATIONS. Create or suffer to exist any obligations for the
payment of rent for any property under lease or agreement to lease, except
operating leases (other than those constituting Synthetic Lease Obligations)
entered into or assumed by the Borrowers or any of their respective Subsidiaries
in the ordinary course of business.

      7.07 RESTRICTED PAYMENTS.

      (a) Declare or make, directly or indirectly, any Restricted Payment in
respect of Williams LLC, or make any other payment or distribution (whether or
not same would constitute a Restricted Payment) to the MLP, or incur any
obligation (contingent or otherwise) to do so, except that: (i) each Subsidiary
of Williams LLC may make Restricted Payments to Williams LLC and to Wholly-Owned
Subsidiaries of Williams LLC; and (ii) Williams LLC may (A) reimburse the MLP
for operating expenses, maintenance capital, and general and administrative
expenses paid by the MLP on behalf of Williams LLC and (B) make Quarterly
Distributions to the MLP not to exceed $7,500,000 per quarter in accordance with
the Limited Liability Company Agreement (Williams); provided, in each of the
foregoing instances, that at the time of such distribution no Default or Event
of Default exists or would result therefrom.

      (b) Declare or make, directly or indirectly, any Restricted Payment in
respect of the MLP, or incur any obligation (contingent or otherwise) to do so,
except that the MLP may (i) make Quarterly Distributions in accordance with the
Partnership Agreement (MLP) to holders of common units (excluding for this
purpose, for the sake of clarity, holders of non-registered Class B units and
holders of subordinated units (however denominated)), and (ii) declare (but not
make) distributions to holders of non-registered Class B units that by the
express terms thereof are not payable prior to the indefeasible payment in full
in cash of the Obligations; provided, in each of the foregoing instances, that
at the time of such declaration or distribution no Default or Event of Default
exists or would result therefrom.

      7.08 ERISA. At any time engage in a transaction which could be subject to
Section 4069 or 4212(c) of ERISA, or permit any Plan maintained by a Company to
(a) engage in any non-exempt "prohibited transaction" (as defined in Section
4975 of the Code); (b) fail to comply with ERISA or any other applicable Laws;
or (c) incur any material "accumulated funding deficiency" (as defined in
Section 302 of ERISA), which, with respect to each event listed above, could be
reasonably expected to have a Material Adverse Effect.

      7.09 NATURE OF BUSINESS; CAPITAL EXPENDITURES.

      (a) Engage in any line of business other than Present and Related
Businesses, or make any Capital Expenditures except in connection with Present
and Related Businesses; provided, that OLP No. 1 may make Capital Expenditures
on the terms, and subject to the restrictions and limitations, contained in the
OLP No. 1 Credit Agreement.

      (b) At any time permit Margin Stock owned by any Loan Party to constitute
25% or more of those assets of such Loan Party which are subject to any
limitation on a sale, pledge, or other restrictions hereunder.

      7.10 TRANSACTIONS WITH AFFILIATES. Make any sale to, make any purchase
from, extend credit to, make payment for services rendered by, or enter into any
other transaction with, any Affiliate of the Borrowers unless as a whole such
sales, purchases, extensions of credit, rendition of services and other


                                       40
<PAGE>

transactions are (at the time such sale, purchase, extension of credit,
rendition of services or other transaction is entered into) on terms and
conditions reasonably fair in all material respects to the Borrowers or the
applicable Subsidiary in the good faith judgment of the Borrower.

      7.11 BURDENSOME AGREEMENTS. Enter into any Contractual Obligation (other
than the OLP No. 1 Credit Agreement) that limits the ability (a) of any
Subsidiary to make Restricted Payments to the Borrowers or to otherwise transfer
property to the Borrowers or (b) of the Borrowers or any Subsidiary to create,
incur, assume or suffer to exist Liens on property of such Person.

      7.12 USE OF PROCEEDS. Use the proceeds of any Loan for purposes other than
those permitted by SECTION 6.12, or use the proceeds of any Loan, whether
directly or indirectly, and whether immediately, incidentally or ultimately, to
purchase or carry margin stock (within the meaning of Regulation U of the Board)
or to extend credit to others for the purpose of purchasing or carrying margin
stock or to refund indebtedness originally incurred for such purpose.

      7.13 MATERIAL AGREEMENTS. Cancel or terminate any Material Agreement, or
consent to or accept any such cancellation or termination; permit any amendment
to any Material Agreement or the Partnership Agreement (MLP) if such amendment
could reasonably be expected to materially adversely affect the Lenders; or
permit any assignment of any Material Agreement if such assignment could
reasonably be expected to materially adversely affect the Lenders.

      7.14 FINANCIAL COVENANT. Permit Consolidated EBITDA of Williams LLC and
its Subsidiaries to be less than $20,000,000 per fiscal quarter, beginning with
the quarter ending June 30, 2002.

                                 ARTICLE VIII.
                         EVENTS OF DEFAULT AND REMEDIES

      8.01 EVENTS OF DEFAULT. Any of the following shall constitute an Event of
Default:

      (a) Non-Payment. The Borrowers fail to pay (i) when and as required to be
paid herein, any amount of principal of any Loan or (ii) within ten days after
the same becomes due, any interest on any Loan, any commitment or other fee due
hereunder, or any other amount payable hereunder or under any other Loan
Document; or

      (b) Specific Covenants. The Borrowers fail to perform or observe any term,
covenant or agreement contained in any of SECTION 6.03(a), 6.05 (with respect to
a Borrower's existence), 6.12 or 6.13 or ARTICLE VII;

      (c) Other Defaults. Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or (b) above) contained
in any Loan Document on its part to be performed or observed and such failure
continues for ten Business Days after the earlier of the date notice thereof
shall have been given to the Borrowers by the Administrative Agent or any Lender
or the date the Borrowers have knowledge of such failure; or

      (d) Representations and Warranties. Any representation or warranty made or
deemed made by the Borrowers or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith
proves to have been incorrect in any material respect when made or deemed made;
or


                                       41
<PAGE>

      (e) Cross-Default. (i) A Borrower, the General Partner or any of their
respective Subsidiaries (each, a "BORROWER AFFILIATE") (A) fails to make any
payment when due (whether by scheduled maturity, required prepayment,
acceleration, demand, or otherwise) in respect of any Indebtedness, Guaranty
Obligation or Synthetic Lease Obligation having an aggregate principal amount
(or, in the case of a Synthetic Lease Obligation, Attributable Principal)
(including undrawn or available amounts and including amounts owing to all
creditors under any combined or syndicated credit arrangement) of more than
(individually or collectively) $20,000,000, or (B) fails to observe or perform
any other agreement or condition relating to any such Indebtedness, Guaranty
Obligation or Synthetic Lease or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event occurs, the effect
of which default or other event is to cause, or to permit the holder or holders
of such Indebtedness, the lessor under such Synthetic Lease Obligation or the
beneficiary or beneficiaries of such Guaranty Obligation (or a trustee or agent
on behalf of such holder or holders or beneficiary or beneficiaries) to cause,
with the giving of notice if required, such Indebtedness or Synthetic Lease
Obligation to be demanded or to become due or to be repurchased or redeemed
(automatically or otherwise) prior to its stated maturity, or such Guaranty
Obligation to become payable or cash collateral in respect thereof to be
demanded; or (ii) (A) there occurs under any Swap Contract an Early Termination
Date (as defined in such Swap Contract) resulting from any event of default
under such Swap Contract as to which the Borrower or any other Borrower
Affiliate is the Defaulting Party (as defined in such Swap Contract) and the
Swap Termination Value owed by a Borrower or any other Borrower Affiliate as a
result thereof is greater than (individually or collectively) $20,000,000, or
(B) there occurs under any Swap Contract an Early Termination Date (as defined
in such Swap Contract) resulting from any Termination Event (as so defined)
under such Swap Contract as to which a Borrower or any other Borrower Affiliate
is an Affected Party (as so defined) and the Swap Termination Value owed by a
Borrower or any other Borrower Affiliate as a result thereof is greater than
(individually or collectively) $20,000,000 and such amount is not paid when due
under such Swap Contract; or

      (f) Insolvency Proceedings, Etc. (i) A Borrower or any other Borrower
Affiliate institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or (ii) any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any part of its
property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or

      (g) Inability to Pay Debts; Attachment. (i) A Borrower or any other
Borrower Affiliate becomes unable or admits in writing its inability or fails
generally to pay its debts as they become due, or (ii) any writ or warrant of
attachment or execution or similar process is issued or levied against property
which is a material part of the property of a Borrower and its Subsidiaries
taken as a whole, or of the other Borrower Affiliate and its Subsidiaries taken
as a whole, and is not released, vacated or fully bonded within 45 days after
its issue or levy; or

      (h) Judgments. There is entered against a Borrower or any other Borrower
Affiliate (i) a final judgment or order for the payment of money in an aggregate
amount exceeding (individually or collectively) $20,000,000 (to the extent not
covered by (x) independent third-party insurance as to which the insurer does
not dispute coverage or (y) an Acceptable Indemnity), or (ii) any non-monetary
final judgment that has, or would reasonably be expected to have, a Material
Adverse Effect and, in either case, (A) enforcement proceedings are commenced by
any creditor upon such judgment or order, or (B)


                                       42
<PAGE>

there is a period of 30 consecutive days during which a stay of enforcement of
such judgment, by reason of a pending appeal or otherwise, is not in effect; or

      (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or
Multiemployer Plan which has resulted or could reasonably be expected to result
in liability of the Borrower or any Subsidiary under Title IV of ERISA to the
Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of
$20,000,000, or (ii) if there is any Multiemployer Plan, the Borrower or any
ERISA Affiliate fails to pay when due, after the expiration of any applicable
grace period, any installment payment with respect to its withdrawal liability
under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in
excess of $20,000,000; or

      (j) Invalidity of Loan Documents. Any Loan Document, at any time after its
execution and delivery and for any reason other than the agreement of all the
Lenders or satisfaction in full of all the Obligations, ceases to be in full
force and effect, or is declared by a court of competent jurisdiction to be null
and void, invalid or unenforceable in any material respect; or any Loan Party
denies that it has any or further liability or obligation under any Loan
Document, or purports to revoke, terminate or rescind any Loan Document; or

      (k) Change of Control. There occurs any Change of Control; or

      (l) Dissolution. Any Loan Party shall dissolve, liquidate, or otherwise
terminate its existence, except as permitted in SECTION 7.04.

      8.02 REMEDIES UPON EVENT OF DEFAULT. If any Event of Default occurs, the
Administrative Agent shall, at the request of, or may, with the consent of the
Required Lenders:

      (a) declare the commitment of each Lender to make Loans to be terminated,
whereupon such commitments and obligation shall be terminated;

      (b) declare the unpaid principal amount of all outstanding Loans, all
interest accrued and unpaid thereon, and all other amounts owing or payable
hereunder or under any other Loan Document to be immediately due and payable,
without presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or other notice of any kind, all of which are hereby expressly
waived by the Borrower; and

      (c) exercise on behalf of itself and the Lenders all rights and remedies
available to it and the Lenders under the Loan Documents or applicable law;

provided, however, that upon the occurrence of any event specified in subsection
(f) of SECTION 8.01, the obligation of each Lender to make Loans shall
automatically terminate, the unpaid principal amount of all outstanding Loans
and all interest and other amounts as aforesaid shall automatically become due
and payable, in each case without further act of the Administrative Agent or any
Lender.

                                   ARTICLE IX.
                              ADMINISTRATIVE AGENT

      9.01 APPOINTMENT AND AUTHORIZATION OF ADMINISTRATIVE AGENT. Each Lender
hereby irrevocably (subject to Section 9.09) appoints, designates and authorizes
the Administrative Agent to take such action on its behalf under the provisions
of this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this


                                       43
<PAGE>

Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, the Administrative
Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any
fiduciary relationship with any Lender or participant, and no implied covenants,
functions, responsibilities, duties, obligations or liabilities shall be read
into this Agreement or any other Loan Document or otherwise exist against the
Administrative Agent. Without limiting the generality of the foregoing sentence,
the use of the term "agent" herein and in the other Loan Documents with
reference to the Administrative Agent is not intended to connote any fiduciary
or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom,
and is intended to create or reflect only an administrative relationship between
independent contracting parties.

      9.02 DELEGATION OF DUTIES. The Administrative Agent may execute any of its
duties under this Agreement or any other Loan Document by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
The Administrative Agent shall not be responsible for the negligence or
misconduct of any agent or attorney-in-fact that it selects in the absence of
gross negligence or willful misconduct.

      9.03 LIABILITY OF ADMINISTRATIVE AGENT. No Agent-Related Person shall (a)
be liable for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
any Loan Party or any other party to any Loan Document to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be under any
obligation to any Lender or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of any Loan Party or any Affiliate thereof.

      9.04 RELIANCE BY ADMINISTRATIVE AGENT.

      (a) The Administrative Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, statement or other document or
conversation believed by it to be genuine and correct and to have been signed,
sent or made by the proper Person or Persons, and upon advice and statements of
legal counsel (including counsel to any Loan Party), independent accountants and
other experts selected by the Administrative Agent. The Administrative Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. The Administrative Agent shall in all cases be fully
protected in acting, or in refraining from acting, under this Agreement or any
other Loan Document in accordance with a request or consent of the Required
Lenders or all the Lenders, if required hereunder, and such request and any
action taken or failure to act pursuant thereto shall be binding upon all the
Lenders and participants. Where this Agreement expressly permits or prohibits an
action unless the Required Lenders otherwise determine, the


                                       44
<PAGE>

Administrative Agent shall, and in all other instances, the Administrative Agent
may, but shall not be required to, initiate any solicitation for the consent or
a vote of the Lenders.

      (b) For purposes of determining compliance with the conditions to
Borrowing specified in SECTION 4.01, each Lender that has funded its Pro Rata
Share of the Borrowing on the Closing Date shall be deemed to have consented to,
approved or accepted or to be satisfied with, each document or other matter
either sent by the Administrative Agent to such Lender for consent, approval,
acceptance or satisfaction, or required hereunder to be consented to or approved
by or acceptable or satisfactory to a Lender.

      9.05 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Event of Default,
except with respect to defaults in the payment of principal, interest and fees
required to be paid to the Administrative Agent for the account of the Lenders,
unless the Administrative Agent shall have received written notice from a Lender
or the Borrower referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Lenders of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Lenders in accordance with
ARTICLE VIII; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Lenders.

      9.06 CREDIT DECISION; DISCLOSURE OF INFORMATION BY ADMINISTRATIVE AGENT.
Each Lender acknowledges that no Agent-Related Person has made any
representation or warranty to it, and that no act by the Administrative Agent
hereinafter taken, including any consent to and acceptance of any assignment or
review of the affairs of any Loan Party or any Affiliate thereof, shall be
deemed to constitute any representation or warranty by any Agent-Related Person
to any Lender as to any matter, including whether Agent-Related Persons have
disclosed material information in their possession. Each Lender represents to
the Administrative Agent that it has, independently and without reliance upon
any Agent-Related Person and based on such documents and information as it has
deemed appropriate, made its own appraisal of and investigation into the
business, prospects, operations, property, financial and other condition and
creditworthiness of the Loan Parties and their respective Subsidiaries, and all
applicable bank or other regulatory Laws relating to the transactions
contemplated hereby, and made its own decision to enter into this Agreement and
to extend credit to the Borrower hereunder. Each Lender also represents that it
will, independently and without reliance upon any Agent-Related Person and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent herein, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, prospects, operations, property, financial
and other condition or creditworthiness of any of the Loan Parties or any of
their respective Affiliates which may come into the possession of any
Agent-Related Person.

      9.07 INDEMNIFICATION OF ADMINISTRATIVE AGENT. Whether or not the
transactions contemplated hereby are consummated, the Lenders shall indemnify
upon demand each Agent-Related Person (to the extent not reimbursed by or on
behalf of any Loan Party and without limiting the obligation of any Loan Party
to do so), pro rata, and hold harmless each Agent-Related Person from and


                                       45
<PAGE>

against any and all Indemnified Liabilities incurred by it; provided, however,
that no Lender shall be liable for the payment to any Agent-Related Person of
any portion of such Indemnified Liabilities resulting from such Person's gross
negligence or willful misconduct; provided, however, that no action taken in
accordance with the directions of the Required Lenders shall be deemed to
constitute gross negligence or willful misconduct for purposes of this Section.
Without limitation of the foregoing, each Lender shall reimburse the
Administrative Agent upon demand for its ratable share of any costs or
out-of-pocket expenses (including Attorney Costs) incurred by the Administrative
Agent in connection with the preparation, execution, delivery, administration,
modification, amendment or enforcement (whether through negotiations, legal
proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement, any other Loan Document, or any document
contemplated by or referred to herein, to the extent that the Administrative
Agent is not reimbursed for such expenses by or on behalf of the Borrower. The
undertaking in this Section shall survive termination of the Commitments, the
payment of all Obligations hereunder and the resignation or replacement of the
Administrative Agent.

      9.08 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY. Bank of America and
its Affiliates may make loans to, accept deposits from, acquire equity interests
in and generally engage in any kind of banking, trust, financial advisory,
underwriting or other business with each of the Loan Parties and their
respective Affiliates as though Bank of America were not the Administrative
Agent hereunder and without notice to or consent of the Lenders. The Lenders
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding any Loan Party or its Affiliates (including
information that may be subject to confidentiality obligations in favor of such
Loan Party or such Affiliate) and acknowledge that the Administrative Agent
shall be under no obligation to provide such information to them. With respect
to its Loans, Bank of America shall have the same rights and powers under this
Agreement as any other Lender and may exercise such rights and powers as though
it were not the Administrative Agent, and the terms "Lender" and "Lenders"
include Bank of America in its individual capacity.

      9.09 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign
as Administrative Agent upon 30 days' notice to the Lenders and the Borrower. If
the Administrative Agent resigns under this Agreement, the Required Lenders
shall appoint from among the Lenders a successor administrative agent for the
Lenders which successor administrative agent shall be consented to by the
Borrower at all times other than during the existence of an Event of Default
(which consent of the Borrower shall not be unreasonably withheld or delayed).
If no successor administrative agent is appointed prior to the effective date of
the resignation of the Administrative Agent, the Administrative Agent may
appoint, after consulting with the Lenders and the Borrower, a successor
administrative agent from among the Lenders. Upon the acceptance of its
appointment as successor administrative agent hereunder, such successor
administrative agent shall succeed to all the rights, powers and duties of the
retiring Administrative Agent and the term "Administrative Agent" shall mean
such successor administrative agent and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated.
After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this ARTICLE IX and SECTIONS 10.03 and
10.13 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
administrative agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Lenders shall perform all of the duties of
the Administrative Agent hereunder until such time, if any, as the Required
Lenders appoint a successor agent as provided for above.


                                       46
<PAGE>

      9.10 OTHER AGENTS; LEAD MANAGERS. None of the Lenders or other Persons
identified on the facing page or signature pages of this Agreement as a
"syndication agent," as a "documentation agent," any other type of agent (other
than the Administrative Agent), "joint lead arranger," "joint book manager" or
"lead manager" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Lenders as such. Without limiting the foregoing, none of the Lenders so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders so identified in deciding to enter into this Agreement or in
taking or not taking action hereunder.

                                   ARTICLE X.
                                  MISCELLANEOUS

      10.01 AMENDMENTS, ETC.

      (a) No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrower or any other Loan
Party therefrom, shall be effective unless in writing signed by the Required
Lenders and the Borrowers or the applicable Loan Party, as the case may be, and
acknowledged by the Administrative Agent, and each such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no such amendment, waiver or consent shall,
unless in writing and signed by each of the Lenders directly affected thereby
and by the Borrowers, and acknowledged by the Administrative Agent, do any of
the following:

            (i) extend or increase the Commitment of any Lender (or reinstate
      any Commitment terminated pursuant to SECTION 8.02);

            (ii) postpone any date fixed by this Agreement or any other Loan
      Document for any payment or mandatory prepayment of principal, interest,
      fees or other amounts due to the Lenders (or any of them) hereunder or
      under any other Loan Document;

            (iii) reduce the principal of, or the rate of interest specified
      herein on, any Loan or (subject to clause (B) of the proviso below) any
      fees or other amounts payable hereunder or under any other Loan Document,
      or change the manner of computation of any financial covenant used in
      determining the Applicable Rate that would result in a reduction of any
      interest rate on any Loan; provided, however, that only the consent of the
      Required Lenders shall be necessary to amend the definition of "Default
      Rate" or to waive any obligation of the Borrower to pay interest at the
      Default Rate; or

            (iv) amend this Section, or SECTION 2.11, or any provision herein
      providing for unanimous consent or other action by all the Lenders;

and, provided further, that (A) no amendment, waiver or consent shall, unless in
writing and signed by the Administrative Agent in addition to the Required
Lenders or all the Lenders, as the case may be, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; and
(B) the Agent/Arranger Fee Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties thereto.
Notwithstanding anything to the contrary herein, any Lender that has failed to
fund any portion of the Loans required to be funded by it hereunder shall not
have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Pro Rata Share of such Lender may not be increased
without the consent of such Lender.


                                       47
<PAGE>

      (b) Any amendment to any Loan Document which purports to (i) decrease the
amount of any mandatory prepayment or commitment reduction required by SECTION
2.04 or (ii) change this SECTION 10.01(b), must be by an instrument in writing
executed by Borrower, the Administrative Agent and by the Required Lenders.

      10.02 NOTICES AND OTHER COMMUNICATIONS; FACSIMILE COPIES.

      (a) General. Unless otherwise expressly provided herein, all notices and
other communications provided for hereunder and under the other Loan Documents
shall be in writing (including by facsimile transmission) and mailed, faxed or
delivered, to the address, facsimile number or (subject to subsection (c) below)
electronic mail address specified for notices on SCHEDULE 10.02 (for the
Borrowers, each Guarantor and the Administrative Agent) or the signature pages
hereto (for the other Lenders); or, in the case of the Borrowers, the Guarantors
or the Administrative Agent, to such other address as shall be designated by
such party in a notice to the other parties, and in the case of any other party,
to such other address as shall be designated by such party in a notice to the
Borrower and the Administrative Agent. All such notices and other communications
shall be deemed to be given or made upon the earlier to occur of (i) actual
receipt by the intended recipient and (ii) (A) if delivered by hand or by
courier, when signed for by the intended recipient; (B) if delivered by mail,
four Business Days after deposit in the mails, postage prepaid; (C) if delivered
by facsimile, when sent and receipt has been confirmed by telephone; and (D) if
delivered by electronic mail (which form of delivery is subject to the
provisions of subsection (c) below), when delivered; provided, however, that
notices and other communications to the Administrative Agent pursuant to ARTICLE
II shall not be effective until actually received by such Person. Any notice or
other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the
intended recipient at the number specified on SCHEDULE 10.02 or such Person's
signature page, as applicable, it being understood and agreed that a voicemail
message shall in no event be effective as a notice, communication or
confirmation hereunder.

      (b) Effectiveness of Facsimile Documents and Signatures. Loan Documents
may be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually-signed originals and shall be binding on all Loan
Parties, the Administrative Agent and the Lenders. The Administrative Agent may
also require that any such documents and signatures be confirmed by a
manually-signed original thereof; provided, however, that the failure to request
or deliver the same shall not limit the effectiveness of any facsimile document
or signature.

      (c) Limited Use of Electronic Mail. Electronic mail and internet and
intranet websites may be used only to distribute routine communications, such as
financial statements and other information, and to distribute Loan Documents for
execution by the parties thereto, and may not be used for any other purpose.

      (d) Reliance by Administrative Agent and Lenders. The Administrative Agent
and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Borrowing Notices) purportedly given by or on behalf of the Borrower
even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof. The Borrower shall indemnify each
Agent-Related Person and each Lender from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice
purportedly given by or on behalf of the Borrower. All telephonic notices to and
other communications with the Administrative Agent may be recorded by the
Administrative


                                       48
<PAGE>

Agent, and each of the parties hereto hereby consents to such recording.

      10.03 NO WAIVER; CUMULATIVE REMEDIES. No failure by any Lender or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege. The rights, remedies,
powers and privileges herein or therein provided are cumulative and not
exclusive of any rights, remedies, powers and privileges provided by law.

      10.04 ATTORNEY COSTS; EXPENSES AND TAXES. The Borrowers agree (a) to pay
or reimburse (i) the Administrative Agent for all Attorney Costs, and (ii) the
Administrative Agent and the Lenders for all other reasonable costs and expenses
(other than Attorney Costs), incurred in connection with the preparation,
negotiation, syndication, administration and execution of this Agreement and the
other Loan Documents and any amendment, waiver, consent or other modification of
the provisions hereof and thereof (whether or not the transactions contemplated
hereby or thereby are consummated), and the consummation and administration of
the transactions contemplated hereby and thereby, including all Attorney Costs
and out-of-pocket expenses, and (b) to pay or reimburse the Administrative Agent
and each Lender for all costs and expenses incurred in connection with the
enforcement, attempted enforcement, or preservation of any rights or remedies
under this Agreement or the other Loan Documents (including all such costs and
expenses incurred during any workout or restructuring in respect of the
Obligations and during any legal proceeding, including any proceeding under any
Debtor Relief Law), including all Attorney Costs. The foregoing costs and
expenses shall include the cost of independent public accountants and other
outside experts retained by the Administrative Agent or any Lender. The
Borrowers shall pay all fees and expenses of valuation experts, investment
bankers and other outside experts engaged in the preparation of the Solvency
Opinion. The agreements in this Section shall survive the termination of the
Commitments and repayment of all the other Obligations.

      10.05 INDEMNIFICATION. Whether or not the transactions contemplated hereby
are consummated, the Borrowers and each Guarantor (by execution of a Guaranty),
jointly and severally, agree to indemnify, save and hold harmless each
Agent-Related Person, the other Agents, each Arranger, each Documentation Agent,
each Lender, each Syndication Agent and their respective Affiliates, directors,
officers, employees, counsel, agents and attorneys-in-fact (collectively the
"INDEMNITEES") from and against: (a) any and all claims, demands, actions or
causes of action that are asserted against any Indemnitee by any Person (other
than the Administrative Agent or any Lender) relating directly or indirectly to
a claim, demand, action or cause of action that such Person asserts or may
assert against any Loan Party, any Affiliate of any Loan Party or any of their
respective officers or directors, arising out of or relating to, the Loan
Documents, the Solvency Opinion, the Commitments, the use or contemplated use of
the proceeds of any Loans, or the relationship of any Loan Party, the
Administrative Agent and the Lenders under this Agreement or any other Loan
Document; (b) any and all claims, demands, actions or causes of action that may
at any time (including at any time following repayment of the Obligations and
the resignation of the Administrative Agent or the replacement of any Lender) be
asserted or imposed against any Indemnitee, arising out of or relating to, the
Loan Documents, the Solvency Opinion, the Commitments, the use or contemplated
use of the proceeds of any Loans, or the relationship of any Loan Party, the
Administrative Agent and the Lenders under this Agreement or any other Loan
Document; (c) without limiting the foregoing, any and all claims, demands,
actions or causes of action that are asserted or imposed against any Indemnitee,
(i) under the application of any Environmental Law applicable to the Borrower or
any of its Subsidiaries or any of their properties or assets, including the
treatment or disposal of Hazardous Substances on any of their properties or
assets, including without limitation the Pipeline Assets (ii) as a result of the
breach or non-compliance by a Borrower or any


                                       49
<PAGE>

Subsidiary with any Environmental Law applicable to the Borrower or any
Subsidiary, (iii) due to past ownership by a Borrower or any Subsidiary of any
of their properties or assets or past activity on any of their properties or
assets including, without limitation, the Pipeline Assets which, though lawful
and fully permissible at the time, could result in present liability, (iv) due
to the presence, use, storage, treatment or disposal of Hazardous Substances on
or under, or the escape, seepage, leakage, spillage, discharge, emission or
release from, any of the properties owned or operated by a Borrower or any
Subsidiary (including any liability asserted or arising under any Environmental
Law), regardless of whether caused by, or within the control of, a Borrower or
such Subsidiary, or (v) due to any other environmental, health or safety
condition in connection with the Loan Documents; (d) any administrative or
investigative proceeding by any Governmental Authority arising out of or related
to a claim, demand, action or cause of action described in subsection (a), (b)
or (c) above; and (e) any and all liabilities (including liabilities under
indemnities), losses, costs or expenses (including Attorney Costs) that any
Indemnitee suffers or incurs as a result of the assertion of any foregoing
claim, demand, action, cause of action or proceeding, or as a result of the
preparation of any defense in connection with any foregoing claim, demand,
action, cause of action or proceeding, in all cases, WHETHER OR NOT ARISING OUT
OF THE NEGLIGENCE OF AN INDEMNITEE, and whether or not an Indemnitee is a party
to such claim, demand, action, cause of action or proceeding (all the foregoing,
collectively, the "Indemnified Liabilities"); provided that no Indemnitee shall
be entitled to indemnification for any claim caused by its own gross negligence
or willful misconduct. The agreements in this Section shall survive the
termination of the Commitments and repayment of all the other Obligations.

      10.06 PAYMENTS SET ASIDE. To the extent that the Borrowers makes a payment
to the Administrative Agent or any Lender, or the Administrative Agent or any
Lender exercises its right of set-off, and such payment or the proceeds of such
set-off or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by the Administrative Agent or such Lender in its
discretion) to be repaid to a trustee, receiver or any other party, in
connection with any proceeding under any Debtor Relief Law or otherwise, then
(a) to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect
as if such payment had not been made or such set-off had not occurred, and (b)
each Lender severally agrees to pay to the Administrative Agent upon demand its
applicable share of any amount so recovered from or repaid by the Administrative
Agent, plus interest thereon from the date of such demand to the date such
payment is made at a rate per annum equal to the Federal Funds Rate from time to
time in effect.

      10.07 SUCCESSORS AND ASSIGNS.

            (a) The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and assigns
permitted hereby, except that the Borrowers may not assign or otherwise transfer
any of their rights or obligations hereunder without the prior written consent
of each Lender (and any attempted assignment or transfer by the Borrower without
such consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the Indemnitees) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

      (b) At any time after the sooner of (x) the occurrence of an Event of
Default or (y) 120 days after the Closing Date, any Lender may assign to one or
more Eligible Assignees all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided that (i) except in the case of an assignment of
the entire remaining amount of the assigning Lender's Commitment and the Loans
at the time owing to it or in the case of an


                                       50
<PAGE>

assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) of the assigning Lender subject
to each such assignment, determined as of the date the Assignment and Acceptance
with respect to such assignment is delivered to the Administrative Agent, shall
not be less than $5,000,000, unless each of the Administrative Agent and, so
long as no Event of Default has occurred and is continuing, the Borrower
otherwise consents (each such consent not to be unreasonably withheld or
delayed), (ii) each partial assignment shall be made as an assignment of a
proportionate part of all the assigning Lender's rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, except that
this clause (ii) shall not prohibit the assignment of a proportionate part of
all the assigning Lender's rights and obligations in respect of the Facility,
and (iii) the parties to each assignment shall execute and deliver to the
Administrative Agent an Assignment and Acceptance. Subject to acceptance and
recording thereof by the Administrative Agent pursuant to subsection (c) of this
Section, from and after the effective date specified in each Assignment and
Acceptance, the Eligible Assignee thereunder shall be a party hereto and, to the
extent of the interest assigned by such Assignment and Acceptance, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Acceptance, be released from its obligations under this Agreement
(and, in the case of an Assignment and Acceptance covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto but shall continue to be entitled to the benefits of SECTIONS
3.07, 10.04 and 10.05). Upon request, the Borrower (at its expense) shall
execute and deliver new or replacement Notes to the assigning Lender and the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection shall be treated
for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with subsection (d) of this Section.

      (c) The Administrative Agent, acting solely for this purpose as an agent
of the Borrower, shall maintain at the Administrative Agent's Office a copy of
each Assignment and Acceptance delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amount of the Loans owing to, each Lender pursuant to the terms
hereof from time to time (the "REGISTER"). The entries in the Register shall be
conclusive, and the Borrower, the Administrative Agent and the Lenders may treat
each Person whose name is recorded in the Register pursuant to the terms hereof
as a Lender hereunder for all purposes of this Agreement, notwithstanding notice
to the contrary. The Register shall be available for inspection by the Borrower
and any Lender, at any reasonable time and from time to time upon reasonable
prior notice.

      (d) Any Lender may, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to one or more banks or other
entities (a "PARTICIPANT") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans owing to it); provided that (i) such Lender's obligations under
this Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) the Borrower, the Administrative Agent and the other Lenders shall
continue to deal solely and directly with such Lender in connection with such
Lender's rights and obligations under this Agreement. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to
approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such
Lender will not, without the consent of the Participant, agree to any amendment,
waiver or other modification that would (i) postpone any date upon which any
payment of money is scheduled to be paid to such Participant, (ii) reduce the
principal, interest, fees or other amounts payable to such Participant, or (iii)
release any Guarantor from the Guaranty. Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be


                                       51
<PAGE>

entitled to the benefits of SECTIONS 3.01, 3.04 and 3.05 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of SECTION 10.09 as though it were a
Lender, provided such Participant agrees to be subject to SECTION 2.11 as though
it were a Lender.

      (e) A Participant shall not be entitled to receive any greater payment
under SECTION 3.01 or 3.04 than the applicable Lender would have been entitled
to receive with respect to the participation sold to such Participant, unless
the sale of the participation to such Participant is made with the Borrower's
prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of SECTION 3.01 unless the Borrower
is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with SECTION 10.15 as though
it were a Lender.

      (f) Any Lender may at any time pledge or assign a security interest in all
or any portion of its rights under this Agreement (including under its Notes, if
any) to secure obligations of such Lender, including any pledge or assignment to
secure obligations to a Federal Reserve Bank; provided that no such pledge or
assignment shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or assignee for such Lender as a party hereto.

      (g) If the consent of the Borrowers to an assignment or to an Eligible
Assignee is required hereunder (including a consent to an assignment which does
not meet the minimum assignment threshold specified in clause (i) of the proviso
to the first sentence of SECTION 10.07(b)), the Borrowers shall be deemed to
have given their consent five Business Days after the date notice thereof has
been delivered by the assigning Lender (through the Administrative Agent) unless
such consent is expressly refused by the Borrowers prior to such fifth Business
Day.

      10.08 CONFIDENTIALITY. Each Lender agrees that it will not disclose
without the prior consent of the Borrowers (other than to directors, officers,
employees, auditors, accountants, counsel or other professional advisors of the
Administrative Agent or any Lender) any information with respect to the Borrower
or its Subsidiaries, which is furnished pursuant to this Agreement and which (i)
the Borrower in good faith considers to be confidential and (ii) is either
clearly marked confidential or is designated by the Borrower to the
Administrative Agent or the Lenders in writing as confidential, provided that
any Lender may disclose any such information (a) as has become generally
available to the public, (b) as may be required or appropriate in any report,
statement or testimony submitted to or required by any municipal, state or
federal regulatory body having or claiming to have jurisdiction over such Lender
or submitted to or required by the Board or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States of America or
elsewhere) or their successors, (c) as may be required or appropriate in
response to any summons or subpoena in connection with any litigation, (d) in
order to comply with any law, order, regulation or ruling applicable to such
Lender, (e) to any Eligible Assignee of or Participant in, or any prospective
Eligible Assignee of or Participant in, any of its rights or obligations under
this Agreement, provided that such Eligible Assignee or Participant or
prospective Eligible Assignee or Participant executes an agreement containing
provisions substantially similar to those contained in this SECTION 10.08, (f)
in connection with the exercise of any remedy by such Lender following an Event
of Default pertaining to the Loan Documents, (g) in connection with any
litigation involving such Lender pertaining to the Loan Documents, (h) to any
Lender or the Administrative Agent, or (i) to any Affiliate of any Lender (it
being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such information and instructed to keep
such information confidential).


                                       52
<PAGE>

      10.09 SET-OFF. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender is authorized at any time and from time to time, without
prior notice to the Borrowers or any other Loan Party, any such notice being
waived by the Borrower (on its own behalf and on behalf of each Loan Party) to
the fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Lender to or for the credit or
the account of the respective Loan Parties against any and all Obligations owing
to the Administrative Agent and the Lenders, now or hereafter existing,
irrespective of whether or not the Administrative Agent or such Lender shall
have made demand under this Agreement or any other Loan Document and although
such Obligations may be contingent or unmatured. Each Lender agrees promptly to
notify the Borrowers and the Administrative Agent after any such set-off and
application made by such Lender; provided, however, that the failure to give
such notice shall not affect the validity of such set-off and application.

      10.10 INTEREST RATE LIMITATION. Regardless of any provision contained in
any Loan Document, neither the Administrative Agent nor any Lender shall ever be
entitled to contract for, charge, take, reserve, receive, or apply, as interest
on all or any part of the Obligations, any amount in excess of the Maximum Rate,
and, if any Lender ever does so, then such excess shall be deemed a partial
prepayment of principal and treated hereunder as such and any remaining excess
shall be refunded to the Borrowers. In determining if the interest paid or
payable exceeds the Maximum Rate, the Borrower and the Lenders shall, to the
maximum extent permitted under applicable Law, (a) treat all Borrowings as but a
single extension of credit (and the Lenders and the Borrower agree that such is
the case and that provision herein for multiple Borrowings is for convenience
only), (b) characterize any nonprincipal payment as an expense, fee, or premium
rather than as interest, (c) exclude voluntary prepayments and the effects
thereof, and (d) amortize, prorate, allocate, and spread the total amount of
interest throughout the entire contemplated term of the Obligations. However, if
the Obligations are paid and performed in full prior to the end of the full
contemplated term thereof, and if the interest received for the actual period of
existence thereof exceeds the Maximum Amount, the Lenders shall refund such
excess, and, in such event, the Lenders shall not, to the extent permitted by
Law, be subject to any penalties provided by any Laws for contracting for,
charging, taking, reserving, or receiving interest in excess of the Maximum
Amount. If, contrary to the parties' intent expressed in SECTION 10.16(a), the
Laws of the State of Texas are applicable for purposes of determining the
"Maximum Rate" or the "Maximum Amount," then those terms mean the "weekly
ceiling" from time to time in effect under Texas Finance Code Section 303.001,
as limited by Texas Finance Code Section 303.009. The Borrower agrees that
Chapter 346 of the Texas Finance Code, as amended (which regulates certain
revolving credit loan accounts and revolving tri-party accounts), does not apply
to the Obligations.

      10.11 COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

      10.12 INTEGRATION. This Agreement, together with the other Loan Documents,
comprises the complete and integrated agreement of the parties on the subject
matter hereof and thereof and supersedes all prior agreements, written or oral,
on such subject matter. In the event of any conflict between the provisions of
this Agreement and those of any other Loan Document, the provisions of this
Agreement shall control; provided that the inclusion of supplemental rights or
remedies in favor of the Administrative Agent or the Lenders in any other Loan
Document shall not be deemed a conflict with this Agreement. Each Loan Document
was drafted with the joint participation of the respective parties thereto and
shall be construed neither against nor in favor of any party, but rather in
accordance with the fair meaning thereof.


                                       53
<PAGE>

      10.13 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default or Event of Default at the time of any Borrowing, and shall continue
in full force and effect as long as any Loan or any other Obligation shall
remain unpaid or unsatisfied.

      10.14 SEVERABILITY. Any provision of this Agreement and the other Loan
Documents to which the Borrower is a party that is prohibited or unenforceable
in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent
of such prohibition or unenforceability without invalidating the remaining
provisions thereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

      10.15 FOREIGN LENDERS. Each Lender that is a "foreign corporation,
partnership or trust" within the meaning of the Code (a "Foreign Lender") shall
deliver to the Administrative Agent, prior to receipt of any payment subject to
withholding under the Code (or after accepting an assignment of an interest
herein), two duly signed completed copies of either IRS Form W-8BEN or any
successor thereto (relating to such Person and entitling it to an exemption
from, or reduction of, withholding tax on all payments to be made to such Person
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Person by the Borrower
pursuant to this Agreement) or such other evidence satisfactory to the Borrower
and the Administrative Agent that such Person is entitled to an exemption from,
or reduction of, U.S. withholding tax. Thereafter and from time to time, each
such Person shall (a) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Administrative Agent of any available exemption from or
reduction of, United States withholding taxes in respect of all payments to be
made to such Person by the Borrower pursuant to this Agreement, (b) promptly
notify the Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction, and (c) take such steps as shall not
be materially disadvantageous to it, in the reasonable judgment of such Lender,
and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws that the Borrower make any
deduction or withholding for taxes from amounts payable to such Person. If such
Person fails to deliver the above forms or other documentation, then the
Administrative Agent may withhold from any interest payment to such Person an
amount equivalent to the applicable withholding tax imposed by Sections 1441 and
1442 of the Code, without reduction. If any Governmental Authority asserts that
the Administrative Agent did not properly withhold any tax or other amount from
payments made in respect of such Person, such Person shall indemnify the
Administrative Agent therefor, including all penalties and interest, any taxes
imposed by any jurisdiction on the amounts payable to the Agent under this
Section, and costs and expenses (including Attorney Costs) of the Administrative
Agent. The obligation of the Lenders under this Section shall survive the
payment of all Obligations and the resignation or replacement of the
Administrative Agent.

      10.16 GOVERNING LAW.

      (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE;


                                       54
<PAGE>

PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.

      (b) EACH COMPANY AND OTHER PARTY HERETO, AND EACH GUARANTOR, BY EXECUTION
OF A GUARANTY, AGREES AS TO THIS SECTION 10.16(b). ANY LEGAL ACTION OR
PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
BROUGHT IN THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF
MANHATTAN OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF SUCH STATE, AND
BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, THE ADMINISTRATIVE
Agent AND EACH LENDER CONSENTS, AND BY EXECUTION OF A GUARANTY, EACH GUARANTOR
CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. THE BORROWERS, EACH GUARANTOR, THE ADMINISTRATIVE
Agent AND EACH LENDER (1) IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION OR
PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN DOCUMENT OR OTHER
DOCUMENT RELATED THERETO, AND (2) IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR PROCEEDING BY THE
MAILING OF COPIES THEREOF BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, AT ITS ADDRESS FOR NOTICES DESIGNATED HEREIN. THE BORROWERS, EACH
GUARANTOR, THE ADMINISTRATIVE Agent AND EACH LENDER WAIVES PERSONAL SERVICE OF
ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS
PERMITTED BY THE LAW OF SUCH STATE. THE BORROWERS AND EACH GUARANTOR, BY ITS
EXECUTION OF A GUARANTY, AGREES TO DESIGNATE AND MAINTAIN AN AGENT FOR SERVICE
OF PROCESS IN NEW YORK IN CONNECTION WITH ACTIONS AND PROCEEDINGS UNDER THE LOAN
DOCUMENTS AND TO DELIVER TO THE ADMINISTRATIVE AGENT EVIDENCE THEREOF.

      10.17 WAIVER OF RIGHT TO TRIAL BY JURY. EACH PARTY TO THIS AGREEMENT AND
EACH GUARANTOR, BY EXECUTION OF A GUARANTY, HEREBY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY
LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES TO THE LOAN DOCUMENTS OR ANY OF THEM WITH RESPECT TO ANY
LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW
EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR
OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A
JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A
COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
COMPANIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

      10.18 NO GENERAL PARTNER'S LIABILITY. The Lenders agree for themselves and
their respective successors and assigns, including any subsequent holder of any
Note, that, for so long as the sole asset of the General Partner is the general
partner interest in the MLP, any claim against the Borrowers which may arise
under any Loan Document shall be made only against and shall be limited to the
assets of the Borrower and the Guarantors, and that no judgment, order or
execution entered in any suit, action or proceeding, whether legal or equitable,
on this Agreement, such Note or any of the other Loan


                                       55
<PAGE>

Documents shall be obtained or enforced against the General Partner or its
assets for the purpose of obtaining satisfaction and payment of such Note, the
Indebtedness evidenced thereby or any claims arising thereunder or under this
Agreement or any other Loan Document, any right to proceed against the General
Partner individually or its respective assets being hereby expressly waived,
renounced and remitted by the Lenders for themselves and their respective
successors and assigns. Nothing in this SECTION 10.18, however, shall be
construed so as to prevent the Administrative Agent, any Lender or any other
holder of any Note from commencing any action, suit or proceeding with respect
to or causing legal papers to be served upon the General Partner for the purpose
of obtaining jurisdiction over the Borrowers.

      10.19 ENTIRE AGREEMENT. This Agreement and the other Loan Documents
represent the final agreement between the parties and may not be contradicted by
evidence of prior, contemporaneous, or subsequent oral agreements of the
parties. There are no unwritten oral agreements between the parties.

               [REMAINDER OF PAGE INTENTIONALLY BLANK; SIGNATURES
                               BEGIN ON NEXT PAGE]


                                       56
<PAGE>

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first above written.

                               WILLIAMS PIPE LINE COMPANY, LLC

                               By: WILLIAMS ENERGY PARTNERS L.P.,
                                   its Sole Member
                               By: Williams GP LLC,
                                   its General Partner

                                   By:    /s/ Don R. Wellendorf
                                   Name:  Don R. Wellendorf
                                   Title: Senior Vice President, Chief Financial
                                          Officer and Treasurer

                               WILLIAMS ENERGY PARTNERS L.P.

                               By: WILLIAMS GP LLC,
                                   its General Partner

                                   By:    /s/ Don R. Wellendorf
                                   Name:  Don R. Wellendorf
                                   Title: Senior Vice President, Chief Financial
                                          Officer and Treasurer

                        [THIS IS A SIGNATURE PAGE TO THE
                         WILLIAMS LLC CREDIT AGREEMENT]

<PAGE>

                                  BANK OF AMERICA, N.A., as Administrative Agent

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


                                  BANK OF AMERICA, N.A., as a Lender

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

                        [THIS IS A SIGNATURE PAGE TO THE
                         WILLIAMS LLC CREDIT AGREEMENT]

<PAGE>

                          SYNDICATED LOAN FUNDING TRUST

                          By Lehman Commercial Paper Inc., not in its individual
                          capacity but solely as Asset Manager, as a Lender


                               By:    /s/ Michele Swanson
                                  ----------------------------------------------
                               Name:  Michele Swanson
                               Title: Authorized Signatory

                        [THIS IS A SIGNATURE PAGE TO THE
                         WILLIAMS LLC CREDIT AGREEMENT]

<PAGE>

                                     SYNDICATED LOAN FUNDING TRUST

                                     Address for payments and Borrowing Notices

                                     Syndicated Loan Funding Trust
                                     c/o Lehman Commercial Paper Inc.
                                     745 7TH Avenue, 16th Floor
                                     New York, New York 10019

                                     Telephone: (212) 526-6560
                                     Facsimile: (212) 526-6653
                                     Attn: Nancy Wong

                                     Other notices as a Lender

                                     Syndicated Loan Funding Trust
                                     c/o Lehman Commercial Paper Inc.
                                     745 7TH Avenue, 19th Floor
                                     New York, New York 10019

                                     Telephone: (212) 526-0330
                                     Facsimile: (212) 526-0242
                                     Attn: Michele Swanson

<PAGE>

                            CITIBANK, N.A., as Syndication Agent and as a Lender


                               By:    /s/Todd J. Mogil
                                  ----------------------------------------------
                               Name:  Todd J. Mogil
                                    --------------------------------------------
                               Title: Attorney-in-Fact
                                     -------------------------------------------

                        [THIS IS A SIGNATURE PAGE TO THE
                         WILLIAMS LLC CREDIT AGREEMENT]

<PAGE>

                                         CITIBANK, N.A.

                                         Address for Notices:

                                         Citibank, N.A.
                                         c/o Citicorp North America, Inc.
                                         1200 Smith Street, Suite 2000
                                         Houston, Texas 77002

                                         Telephone: (713) 654-3559
                                         Facsimile: (713) 654-2849
                                         Attn: Todd J. Mogil

<PAGE>

                                   MERRILL LYNCH CREDIT CORPORATION, as a Lender


                                        By:    /s/ Carol J.E. Feeley
                                               ---------------------------------
                                        Name:  Carol J.E. Feeley
                                               ---------------------------------
                                        Title: Vice President
                                               ---------------------------------
                                               Merrill Lyunch Capital Corp.
                                               ---------------------------------

                        [THIS IS A SIGNATURE PAGE TO THE
                         WILLIAMS LLC CREDIT AGREEMENT]

<PAGE>

                                     MERRILL LYNCH CREDIT CORPORATION

                                     Address for Notices:

                                     Merrill Lynch Credit Corporation
                                     4 World Financial Center - 16th Floor
                                     New York, NY 10080

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

<PAGE>

                                      JPMORGAN CHASE BANK, as a Lender


                                           By:    /s/ Steven Wood
                                                 -------------------------------
                                           Name:  Steven Wood
                                                 -------------------------------
                                           Title: Vice President
                                                 -------------------------------

                        [THIS IS A SIGNATURE PAGE TO THE
                         WILLIAMS LLC CREDIT AGREEMENT]

<PAGE>

                                          JPMORGAN CHASE BANK

                                          Address for Notices:

                                          JPMorgan Chase Bank
                                          1 CMP - 8th Floor
                                          New York, New York

                                          Telephone: (212) 552-7692
                                          Facsimile: (212) 552-5777
                                          Attn:  Lynette Lang

<PAGE>

                                                                   SCHEDULE 2.01

                                   COMMITMENTS

<TABLE>
<CAPTION>
                       LENDER                     SENIOR CREDIT FACILITY
                       ------                     ----------------------
<S>                                               <C>
           Bank of America, N.A.                       $140,000,000

           Syndicated Loan Funding Trust               $140,000,000

           Citibank, N.A.                              $140,000,000

           Merrill Lynch Credit Corporation            $140,000,000

           JPMorgan Chase Bank                         $140,000,000

                         Total:                        $700,000,000
</TABLE>


                                       1
<PAGE>

                                                                   SCHEDULE 5.13

                                  SUBSIDIARIES
                          AND OTHER EQUITY INVESTMENTS

Williams LLC

<TABLE>
<CAPTION>
                  Name                       Jurisdiction of Organization                   Ownership
                  ----                       ----------------------------                   ---------
<S>                                          <C>                                            <C>
                  None                                   N/A                                   N/A
</TABLE>

MLP

<TABLE>
<CAPTION>
                  Name                       Jurisdiction of Organization                   Ownership
                  ----                       ----------------------------                   ---------
<S>                                          <C>                              <C>
     Williams Pipe Line Company, LLC                   Delaware               Williams Energy Partners L.P. ("MLP")
                                                                                              (100%)

            Williams GP Inc.                           Delaware                             MLP (100%)

           Williams OLP, L.P.                          Delaware                   Limited Partner: MLP (99.999%)
                                                                                General Partner: Williams GP Inc.
                                                                                             (.001%)

    Williams Natural Gas Liquids, LLC                  Delaware                 Williams OLP, L.P. ("OLP") (100%)
               ("WNG LLC")

    Williams Terminals Holding, L.P.                   Delaware                     Limited Partner: OLP (99%)
                                                                                  General Partner: WNG LLC (1%)

    Williams Pipelines Holdings, L.P.                  Delaware                     Limited Partner: OLP (99%)
                                                                                  General Partner: WNG LLC (1%)

     Williams Ammonia Pipeline, L.P.                   Delaware                     Limited Partner: OLP (99%)
                                                                                  General Partner: WNG LLC (1%)
</TABLE>


                                       2
<PAGE>

                                                                  SCHEDULE 10.02

                       ADDRESSES FOR NOTICES TO BORROWER,
                       GUARANTORS AND ADMINISTRATIVE AGENT

ADDRESS FOR NOTICES TO BORROWERS

WILLIAMS ENERGY PARTNERS L.P.
c/o Williams GP LLC
One Williams Center
Tulsa, Oklahoma 74172
Attn: Mr. Don R. Wellendorf
Telephone: (918) 573-4119
Facsimile: (918) 573-3864
Electronic Mail: don.wellendorf@williams.com

WILLIAMS PIPE LINE COMPANY, LLC
c/o Williams GP LLC
One Williams Center
Tulsa, Oklahoma 74172
Attn: Mr. Don R. Wellendorf
Telephone: (918) 573-4119
Facsimile: (918) 573-3864
Electronic Mail: don.wellendorf@williams.com

ADDRESSES FOR BANK OF AMERICA

Administrative Agent's Office and Bank of America's Lending Office
(for payments and Borrowing Notices):
Bank of America, N.A.
901 Main Street, 14th Floor
Dallas, TX 75202
Attention: Ben Cosgrove
Telephone: 214-209-9254
Facsimile: 214-290-9439
Electronic Mail: ben.cosgrove@bankofamerica.com
Account No.: 1292000883
Ref: Williams Pipe Line Company, LLC
ABA# 111000012


                                       1
<PAGE>

Other Notices as Administrative Agent:
Bank of America, N.A.
901 Main Street, 14th Floor
Dallas, TX 75202
Attention: Renita M. Cummings
Telephone: 214-209-4130
Facsimile: 214-290-8371
Electronic Mail: renita.m.cummings@bankofamerica.com

Other Notices as a Lender:
Bank of America, N.A.
333 Clay Street, Suite #4550
Houston, TX 77002
Attention: Claire Liu, Managing Director
Telephone: 713-651-4855
Facsimile: 713-651-4841
Electronic Mail: claire.liu@bankofamerica.com


                                       2
<PAGE>

                                                                     EXHIBIT A-1

                            FORM OF BORROWING NOTICE

                                                         Date: ___________, 2002

To:   Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of April ___,
2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "AGREEMENT;" the terms defined therein being used
herein as therein defined), among Williams Pipe Line Company, LLC, a Delaware
limited liability company, Williams Energy Partners L.P., a Delaware limited
partnership (collectively, the "BORROWERS"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent.

      The undersigned hereby requests the following:

      1.    Amount of Borrowing: $___________

      2.    Requested date of Borrowing: _________________, 2002.

      3.    Requested Type of Loan and applicable Dollar amount:

            (a)   Base Rate Loan for $________________________.

            (b)   Eurodollar Rate Loan with Interest Period of:

                  (i)   one month for       $_______________

                  (ii)  two months for      $_______________

                  (iii) three months for    $_______________

                  (iv)  six months for      $_______________

      The undersigned hereby certifies that the following statements will be
true on the date of the proposed Borrowing(s) after giving effect thereto and to
the application of the proceeds therefrom:

            (a) the representations and warranties of the Borrower contained in
ARTICLE V of the Agreement are true and correct as though made on and as of such
date (except such representations and warranties which expressly refer to an
earlier date, which are true and correct as of such earlier date); and

            (b) no Default or Event of Default has occurred and is continuing,
or would result from such proposed Borrowing(s).

      The Borrowing requested herein complies with SECTIONS 2.01 and 2.02 of the
Agreement.


                                   Exhibit A-1
                                     Page 1
                            Form of Borrowing Notice
<PAGE>

                                             WILLIAMS PIPE LINE COMPANY, LLC

                                             By:  WILLIAMS ENERGY PARTNERS L.P.,
                                                  its Sole Member
                                             By:  Williams GP LLC,
                                                  its General Partner

                                                  By:___________________________
                                                  Name:_________________________
                                                  Title:________________________


                                             WILLIAMS ENERGY PARTNERS L.P.

                                             By:  Williams GP LLC, its
                                                  General Partner

                                                  By:___________________________
                                                  Name:_________________________
                                                  Title:________________________


                                   Exhibit A-1
                                     Page 2
                            Form of Borrowing Notice
<PAGE>

                                                                     EXHIBIT A-2

                     FORM OF CONVERSION/CONTINUATION NOTICE

                                                       Date: _____________, 2002

TO:   Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of April ___,
2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "AGREEMENT"; the terms defined therein being used
herein as herein defined), among Williams Pipe Line Company, LLC, a Delaware
limited liability company, Williams Energy Partners L.P., a Delaware limited
partnership (collectively, the "BORROWERS"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent.

      The undersigned hereby requests a [conversion] [continuation] of Loans as
follows:

      1.    Amount of [conversion] [continuation]: $___________

      2.    Existing rate: Check applicable blank

            (a)   Base Rate ______________

            (b)   Eurodollar Rate Loan with Interest Period of:

                  (i)   one month _______________

                  (ii)  two months _______________

                  (iii) three months _______________

                  (iv)  six months _______________

      3.    If a Eurodollar Rate Loan, date of the last day of the Interest
            Period for such Loan: ______________, 200_.

      The Loan described above is to be [converted] [continued] as follows:

      4.    Requested date of [conversion] [continuation]: _________________,
            200_.

      5.    Requested Type of Loan and applicable Dollar amount:

            (a)   Base Rate Loan for $________________________.

            (b)   Eurodollar Rate Loan with Interest Period of:

                  (i)   one month for      $_______________

                  (ii)  two months for     $_______________

                  (iii) three months for   $_______________


                                  Exhibit A-2
                                     Page 1
                     Form of Conversion Continuation Notice
<PAGE>

                  (iv)  six months for     $_______________

      The [conversion] [continuation] requested herein complies with SECTIONS
2.01 and 2.02 of the Agreement.

                                            WILLIAMS PIPE LINE COMPANY, LLC

                                            By:  WILLIAMS ENERGY PARTNERS L.P.,
                                                 its Sole Member
                                            By:  Williams GP LLC,
                                                 its General Partner

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________


                                            WILLIAMS ENERGY PARTNERS L.P.

                                            By   Williams GP LLC, its
                                                 General Partner

                                            By:_________________________________
                                            Name:_______________________________
                                            Title:______________________________


                                  Exhibit A-2
                                     Page 2
                     Form of Conversion Continuation Notice
<PAGE>

                                                                       EXHIBIT B

                                  FORM OF NOTE

$_____________________                                           April ___, 2002

      FOR VALUE RECEIVED, the undersigned (the "BORROWERS"), jointly and
severally, hereby promise to pay to the order of _____________________________
(the "LENDER"), on the Maturity Date (as defined in the Credit Agreement
referred to below) the principal amount of __________________Dollars
($____________), or such lesser principal amount of Loans (as defined in such
Credit Agreement) due and payable by the Borrowers to the Lender on the Maturity
Date under that certain Credit Agreement, dated as of even date herewith (as
amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the "AGREEMENT;" the terms defined therein being used herein as
therein defined), among the Borrowers, the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent.

      The Borrowers promise to pay interest on the unpaid principal amount of
each Loan from the date of such Loan until such principal amount is paid in
full, at such interest rates, and at such times as are specified in the
Agreement. All payments of principal and interest shall be made to the
Administrative Agent for the account of the Lender in Dollars in immediately
available funds at the Administrative Agent's Office. If any amount is not paid
in full when due hereunder, such unpaid amount shall bear interest, to be paid
upon demand, from the due date thereof until the date of actual payment (and
before as well as after judgment) computed at the per annum rate set forth in
the Agreement.

      This Note is one of the Notes referred to in the Agreement, is entitled to
the benefits thereof and is subject to optional and mandatory prepayment in
whole or in part as provided therein. This Note is also entitled to the benefits
of each Guaranty. Upon the occurrence of one or more of the Events of Default
specified in the Agreement, all amounts then remaining unpaid on this Note shall
become, or may be declared to be, immediately due and payable all as provided in
the Agreement. Loans made by the Lender shall be evidenced by one or more loan
accounts or records maintained by the Lender in the ordinary course of business.
The Lender may also attach schedules to this Note and endorse thereon the date,
amount and maturity of its Loans and payments with respect thereto.

      This Note is a Loan Document and is subject to SECTION 10.10 of the Credit
Agreement, which is incorporated herein by reference the same as if set forth
herein verbatim.

      The Borrower, for itself, its successors and assigns, hereby waives
diligence, presentment, protest and demand and notice of protest, notice of
intent to accelerate, notice of acceleration, demand, dishonor and non-payment
of this Note.


                                   Exhibit B
                                     Page 1
                                  Form of Note
<PAGE>

      THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK.

                                           WILLIAMS PIPE LINE COMPANY, LLC

                                           By:  WILLIAMS ENERGY PARTNERS L.P.,
                                                its Sole Member
                                           By:  Williams GP LLC,
                                                its General Partner

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________


                                           WILLIAMS ENERGY PARTNERS L.P.

                                           By:   Williams GP LLC, its
                                                 General Partner

                                           By:__________________________________
                                           Name:________________________________
                                           Title:_______________________________


                                   Exhibit B
                                     Page 2
                                  Form of Note
<PAGE>

                     LOANS AND PAYMENTS WITH RESPECT THERETO

<TABLE>
<CAPTION>
                                                                               Amount of
                                                                             Principal or
                       Type of Loan     Amount of Loan   End of Interest    Interest Paid     Principal Debt
       Date                Made              Made             Period          This Date         This Date      Notation Made By
-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------
<S>                    <C>              <C>              <C>                <C>               <C>              <C>
-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------

-----------------      -------------    --------------   ----------------   --------------    --------------   ----------------
</TABLE>


                                   Exhibit B
                                     Page 3
                                  Form of Note
<PAGE>

                                                                       EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE
                   (Pursuant to SECTION 6.02 of the Agreement)

      Financial Statement Date: ___________, ____

To:   Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

      Reference is made to that certain Credit Agreement, dated as of April ___,
2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "AGREEMENT;" the terms defined therein being used
herein as therein defined), among Williams Pipe Line Company, LLC, a Delaware
limited liability company ("WILLIAMS LLC"), Williams Energy Partners L.P., a
Delaware limited partnership (the "MLP" and, together with Williams LLC, the
"BORROWERS"), the Lenders from time to time party thereto, and Bank of America,
N.A., as Administrative Agent. Capitalized terms used herein but not defined
herein shall have the meaning set forth in the Agreement.

      The undersigned Responsible Officer hereby certifies as of the date hereof
that he/she is the ______________ of Williams LCC and the _______________ of the
MLP, respectively, and that, as such, each is authorized to execute and deliver
this Certificate to the Administrative Agent on the behalf of Williams LLC and
the MLP, respectively, and that:

[Use following for fiscal year-end financial statements]

      1. Attached hereto as SCHEDULE 1 are the year-end unaudited financial
statements required by SECTION 6.01(a) of the Agreement for the fiscal year of
Williams LLC ended as of the above date. Such financial statements fairly
present the financial condition, results of operations and cash flows of
Williams LLC and its Subsidiaries in accordance with GAAP as at such date and
for such period, subject only to normal year-end audit adjustments and the
absence of footnotes.

      2. Attached hereto as SCHEDULE 3 are the year-end audited financial
statements required by SECTION 6.01(c) of the Agreement for the fiscal year of
the MLP ended as of the above date, together with the report and opinion of an
independent certified public accountant required by such section.

[Use following for fiscal quarter-end financial statements]

      1. Attached hereto as SCHEDULE 1 are the unaudited financial statements
required by SECTION 6.01(c) of the Agreement for the fiscal quarter of Williams
LLC ended as of the above date. Such financial statements fairly present the
financial condition, results of operations and cash flows of Williams LLC and
its Subsidiaries in accordance with GAAP as at such date and for such period,
subject only to normal year-end audit adjustments and the absence of footnotes.

      2. Attached hereto as SCHEDULE 3 are the unaudited financial statements
required by SECTION 6.01(d) of the Agreement for the fiscal quarter of the MLP
ended as of the above date, together with a certificate of a Responsible Officer
of the MLP stating that such financial statements fairly present the financial
condition, results of operations and cash flows of the MLP and its Subsidiaries
in accordance with GAAP as at such date and for such period, subject only to
normal year-end audit adjustments and the absence of footnotes.


                                   Exhibit C
                                     Page 1
                         Form of Compliance Certificate
<PAGE>

[Use the following for both fiscal year-end and quarter-end financial
statements]

      3. The undersigned have reviewed and are familiar with the terms of the
Agreement and has made, or has caused to be made under his/her supervision, a
detailed review of the transactions and condition (financial or otherwise) of
the Borrowers during the accounting period covered by the attached financial
statements.

      4. A review of the activities of the Borrowers during such fiscal period
has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period the Borrowers performed and
observed all their respective Obligations under the Loan Documents, and no
Default or Event of Default has occurred and is continuing except as follows
(list of each such Default or Event of Default and include the information
required by SECTION 6.03 of the Credit Agreement):

      5. The covenant analyses and information set forth on SCHEDULE 2 attached
hereto are true and accurate on and as of the date of this Certificate.

      IN WITNESS WHEREOF, the undersigned have executed this Certificate as of
______________, ________.

                                       WILLIAMS PIPE LINE COMPANY, LLC

                                       By:  WILLIAMS ENERGY PARTNERS L.P.,
                                            its Sole Member
                                       By:  Williams GP LLC,
                                            its General Partner

                                       By:_____________________________________
                                       Name:___________________________________
                                       Title:__________________________________


                                       WILLIAMS ENERGY PARTNERS L.P.

                                       By:   Williams GP LLC, its
                                             General Partner

                                       By:_____________________________________
                                       Name:___________________________________
                                       Title:__________________________________


                                   Exhibit C
                                     Page 2
                         Form of Compliance Certificate
<PAGE>

                                           For the Quarter/Year ended
                                           ___________________("STATEMENT DATE")

                                   SCHEDULE 2
                          to the Compliance Certificate
                                  ($ in 000's)

I.    SECTION 7.14 -Minimum Consolidated EBITDA

      A.    Consolidated EBITDA for four consecutive fiscal
            quarters ending on above date ("SUBJECT
            PERIOD"):

            1.    Consolidated Net Income for Subject Period:          $________

            2.    Consolidated Interest Charges for Subject Period:    $________

            3.    Provision for income taxes for Subject Period:       $________

            4.    Depreciation expenses for Subject Period:            $________

            5.    Amortization expenses for Subject Period:            $________

            6.    Consolidated EBITDA (Lines I.A.1 + I.A.2 + I.A.3 +
                  I.A.4 + I.A.5):                                      $________

            Minimum required: $20,000,000


                                   Exhibit C
                                     Page 3
                         Form of Compliance Certificate
<PAGE>

                                                                       EXHIBIT D

                        FORM OF ASSIGNMENT AND ACCEPTANCE

      Reference is made to that certain Credit Agreement, dated as of April ___,
2002 (as amended, restated, extended, supplemented or otherwise modified in
writing from time to time, the "AGREEMENT;" the terms defined therein being used
herein as therein defined), among Williams Pipe Line Company, LLC, a Delaware
limited liability company, and Williams Energy Partners L.P., a Delaware limited
partnership (collectively, the "BORROWERS"), the Lenders from time to time party
thereto, and Bank of America, N.A., as Administrative Agent.

      The assignor identified on the signature page hereto (the "ASSIGNOR") and
the assignee identified on the signature page hereto (the "ASSIGNEE") agree as
follows:

      1. (a) Subject to paragraph 11, effective as of the date specified on
SCHEDULE 1 hereto (the "EFFECTIVE DATE"), the Assignor hereby irrevocably sells
and assigns to the Assignee without recourse to the Assignor, and the Assignee
hereby irrevocably purchases and assumes from the Assignor without recourse to
the Assignor, the interest under the Credit Agreement described on SCHEDULE 1
hereto (the "ASSIGNED INTEREST") in and to the Assignor's rights and obligations
under the Agreement.

      (b) From and after the Effective Date, (i) the Assignee shall be a party
under the Agreement and will have all the rights and obligations of a Lender for
all purposes under the Loan Documents to the extent of the Assigned Interest and
be bound by the provisions thereof, and (ii) to the extent of the Assigned
Interest, the Assignor shall relinquish its rights and be released from its
obligations under the Agreement. The Assignor and/or the Assignee, as agreed by
the Assignor and the Assignee, shall deliver, in immediately available funds,
any applicable assignment fee required under SECTION 10.07(b) of the Agreement.

      2. On the Effective Date, the Assignee shall pay to the Assignor, in
immediately available funds, an amount equal to the purchase price of the
Assigned Interest as agreed upon by the Assignor and the Assignee.

      3. From and after the Effective Date, the Administrative Agent shall make
all payments under the Agreement and the Notes, if any, in respect of the
Assigned Interest (including all payments of principal, interest and fees with
respect thereto) to the Assignee. The Assignor and the Assignee shall make all
appropriate adjustments in payments under the Agreement and such Notes, if any,
for periods prior to the Effective Date directly between themselves.

      4. The Assignor represents and warrants to the Assignee that:

            (a) The Assignor is the legal and beneficial owner of the Assigned
      Interest, and the Assigned Interest is free and clear of any adverse
      claim;

            (b) the Assigned Interest listed on SCHEDULE 1 accurately and
      completely sets forth the Outstanding Amount of all Loans relating to the
      Assigned Interest as of the Effective Date;

            (c) it has the power and authority and the legal right to make,
      deliver and perform, and has taken all necessary action, to authorize the
      execution, delivery and performance of this Assignment and Acceptance, and
      any and all other documents delivered by it in connection herewith and to
      fulfill its obligations under, and to consummate the transactions
      contemplated


                                    Exhibit D
                                     Page 1
                        Form of Assignment and Acceptance
<PAGE>

      by, this Assignment and Acceptance and the Loan Documents, and no consent
      or authorization of, filing with, or other act by or in respect of any
      Governmental Authority, is required in connection in connection herewith
      or therewith; and

            (d) this Assignment and Acceptance constitutes the legal, valid and
      binding obligation of the Assignor.

      The Assignor makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrowers or any
of their Affiliates or the performance by the Borrowers or any of their
Affiliates of their respective obligations under the Loan Documents, and assumes
no responsibility with respect to any statements, warranties or representations
made under or in connection with any Loan Document or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of any Loan Document
other than as expressly set forth above.

      5. The Assignee represents and warrants to the Assignor and the
Administrative Agent that:

            (a) it is an Eligible Assignee;

            (b) it has the full power and authority and the legal right to make,
      deliver and perform, and has taken all necessary action, to authorize the
      execution, delivery and performance of this Assignment and Acceptance, and
      any and all other documents delivered by it in connection herewith and to
      fulfill its obligations under, and to consummate the transactions
      contemplated by, this Assignment and Acceptance and the Loan Documents,
      and no consent or authorization of, filing with, or other act by or in
      respect of any Governmental Authority, is required in connection in
      connection herewith or therewith;

            (c) this Assignment and Acceptance constitutes the legal, valid and
      binding obligation of the Assignee;

            (d) under applicable Laws no tax will be required to be withheld by
      the Administrative Agent or the Borrowers with respect to any payments to
      be made to the Assignee hereunder or under any Loan Document, and unless
      otherwise indicated in the space opposite the Assignee's signature below,
      no tax forms described in SECTION 10.15 of the Agreement are required to
      be delivered by the Assignee; and

            (e) the Assignee has received a copy of the Agreement, together with
      copies of the most recent financial statements of the Borrowers delivered
      pursuant thereto, and such other documents and information as it has
      deemed appropriate to make its own credit analysis and decision to enter
      into this Assignment and Acceptance. The Assignee has independently and
      without reliance upon the Assignor or the Administrative Agent and based
      on such information as the Assignee has deemed appropriate, made its own
      credit analysis and decision to enter into this Assignment and Acceptance.
      The Assignee will, independently and without reliance upon the
      Administrative Agent or any Lender, and based upon such documents and
      information as it shall deem appropriate at the time, continue to make its
      own credit decisions in taking or not taking action under the Agreement.

      6. The Assignee appoints and authorizes the Administrative Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Agreement, the other Loan


                                    Exhibit D
                                     Page 2
                        Form of Assignment and Acceptance
<PAGE>

Documents or any other instrument or document furnished pursuant hereto or
thereto as are delegated to the Administrative Agent by the terms thereof,
together with such powers as are incidental thereto.

      7. If either the Assignee or the Assignor desires one or more Notes to
evidence its Loans, it shall request the Administrative Agent to procure such
Notes from the Borrowers.

      8. The Assignor and the Assignee agree to execute and deliver such other
instruments, and take such other action, as either party may reasonably request
in connection with the transactions contemplated by this Assignment and
Acceptance.

      9. This Assignment and Acceptance shall be binding upon and inure to the
benefit of the parties and their respective successors and assigns; provided,
however, that the Assignee shall not assign its rights or obligations hereunder
without the prior written consent of the Assignor and any purported assignment,
absent such consent, shall be void.

      10. This Assignment and Acceptance may be executed by facsimile signatures
with the same force and effect as if manually signed and may be executed in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument. This Assignment and
Acceptance shall be governed by and construed in accordance with the laws of the
state specified in SECTION 10.16 of the Agreement entitled "Governing Law."

      11. The effectiveness of the assignment described herein is subject to:

      (a) if such consent is required by the Agreement, receipt by the Assignor
and the Assignee of the consent of the Administrative Agent and/or the Borrowers
to the assignment described herein. By delivering a duly executed and delivered
copy of this Assignment and Acceptance to the Administrative Agent, the Assignor
and the Assignee hereby request any such required consent and request that the
Administrative Agent register the Assignee as a Lender under the Agreement
effective as of the Effective Date; and

      (b) receipt by the Administrative Agent of (or other arrangements
acceptable to the Administrative Agent with respect to) any applicable
assignment fee referred to in SECTION 10.07(b) of the Agreement and any tax
forms required by SECTION 10.15 of the Agreement.

      By signing below, the Administrative Agent agrees to register the Assignee
as a Lender under the Agreement, effective as of the Effective Date with respect
to the Assigned Interest, and will adjust the registered Pro Rata Share of the
Assignor under the Agreement to reflect the assignment of the Assigned Interest.

      12. Attached hereto as SCHEDULE 2 is all contact, address, account and
other administrative information relating to the Assignee.


                                    Exhibit D
                                     Page 3
                        Form of Assignment and Acceptance
<PAGE>

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

                                                 Assignor:

                                                 [Name of Assignor]

                                                 By:____________________________
                                                 Name:__________________________
                                                 Title:_________________________


                                                 Assignee:
                                                 [Name of Assignee]

                                                 By:____________________________
|_|  Tax forms required by                       Name:__________________________
     SECTION 10.15 of the Agreement included     Title:_________________________

(Signatures continue)


                                    Exhibit D
                                     Page 4
                        Form of Assignment and Acceptance
<PAGE>

      In accordance with and subject to SECTION 10.07 of the Credit Agreement,
the undersigned consent to the foregoing assignment as of the Effective Date:

Williams Pipe Line Company, LLC

By:    WILLIAMS ENERGY PARTNERS L.P.,
       its Sole Member
By:    Williams GP LLC,
       its General Partner

By:___________________________________
Name:_________________________________
Title:________________________________


Williams Energy Partners L.P.
By:    Williams GP LLC, its
       General Partner

By:___________________________________
Name:_________________________________
Title:________________________________

BANK OF AMERICA, N.A.,
as Administrative Agent

By:___________________________________
    Title:


                                    Exhibit D
                                      Page 5
                        Form of Assignment and Acceptance
<PAGE>

                                         SCHEDULE 1 TO ASSIGNMENT AND ACCEPTANCE

                              THE ASSIGNED INTEREST

Effective Date: ______________________

<TABLE>
<CAPTION>
                                                                        Commitment Percentage
                                                      (i.e. the proportion that Assignee's Committed Sum to be
                                                    acquired bears to the Aggregate Committed Sum or Percentage
                            Committed Sum or        of Outstanding Amount assigned (i.e. the proportion that the
                           Outstanding Amount        Outstanding Amount to be acquired by Assignee bears to the
                                Assigned            aggregate Outstanding Amount under the respective Facility)
Assigned Facility            (as applicable)                  (set forth to at least 8 decimal points)
-----------------          ------------------       ------------------------------------------------------------
<S>                        <C>                      <C>
ASSIGNED INTEREST              ___________                                     __________ %
</TABLE>


                                   Schedule 1
                                     Page 1
                        Form of Assignment and Acceptance
<PAGE>

                                         SCHEDULE 2 TO ASSIGNMENT AND ACCEPTANCE

                             ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
    numbers, electronic mail addresses and account and payment information)

                                   Schedule 2
                                     Page 1
                        Form of Assignment and Acceptance
<PAGE>

                                                                       EXHIBIT E

                          FORM OF SUBSIDIARY GUARANTY

      THIS GUARANTY is executed as of ___________, 2002, jointly and severally
by the undersigned (each a "GUARANTOR" and collectively the "GUARANTORS"), for
the benefit of BANK OF AMERICA, N.A., a national banking association (in its
capacity as Administrative Agent for the benefit of Lenders).

                                    RECITALS

      A. Williams Pipe Line Company, LLC, a Delaware limited liability company,
and Williams Energy Partners L.P., a Delaware limited partnership (collectively,
the "BORROWERS"), Bank of America, N.A., as Administrative Agent (including its
permitted successors and assigns in such capacity, "ADMINISTRATIVE AGENT"), and
the Lenders now or hereafter party to the Credit Agreement (including their
respective permitted successors and assigns, "LENDERS") have entered into a
Credit Agreement, dated as of April ___, 2002 (as amended, modified,
supplemented, or restated from time to time, the "CREDIT AGREEMENT");

      B. Provisions of the Credit Agreement permit Guarantors to directly or
indirectly receive proceeds of Borrowings made pursuant thereto; and

      C. This Guaranty is integral to the transactions contemplated by the Loan
Documents and the execution and delivery hereof, is a condition precedent to
Lenders' obligations to extend credit under the Loan Documents.

      ACCORDINGLY, for adequate and sufficient consideration, the receipt and
adequacy of which are hereby acknowledged, each Guarantor, jointly and
severally, guarantees to Administrative Agent and Lenders the prompt payment of
the Guaranteed Debt (defined below) as follows:

      1. DEFINITIONS. Terms defined in the Credit Agreement have the same
meanings when used, unless otherwise defined, in this Guaranty. As used in this
Guaranty:

      BORROWER and BORROWERS means each of the Persons defined in the preamble
to this Guaranty as Borrowers and includes Borrowers, or either of them, as a
debtor-in-possession, and any receiver, trustee, liquidator, conservator,
custodian, or similar party appointed for Borrowers or for all or substantially
all of a Borrower's assets under any Debtor Relief Law.

      CREDIT AGREEMENT is defined in the recitals to this Guaranty.

      GUARANTEED DEBT means, collectively, (a) the Obligations and (b) all
present and future costs, attorneys' fees, and expenses reasonably incurred by
Administrative Agent or any Lender to enforce Borrowers', any Guarantor's, or
any other obligor's payment of any of the Guaranteed Debt, including, without
limitation (to the extent lawful), all present and future amounts that would
become due but for the operation of Sections 502 or 506 or any other provision
of Title 11 of the United States Code and all present and future accrued and
unpaid interest (including, without limitation, all post-maturity interest and
any post-petition interest in any proceeding under Debtor Relief Laws to which
Borrowers or any Guarantor becomes subject).


                                   Exhibit E
                                     Page 1
                           Form of Subsidiary Guaranty
<PAGE>

      GUARANTOR and GUARANTORS is defined in the preamble to this Guaranty.

      LENDER means, individually, or LENDERS means, collectively, on any date of
determination, the Lenders and their permitted successors and assigns.

      SUBORDINATED DEBT means, for each Guarantor, all present and future
obligations of any Company to such Guarantor, whether those obligations are (a)
direct, indirect, fixed, contingent, liquidated, unliquidated, joint, several,
or joint and several, (b) due or to become due to such Guarantor, (c) held by or
are to be held by such Guarantor, (d) created directly or acquired by assignment
or otherwise, or (e) evidenced in writing.

      2. GUARANTY. This is an absolute, irrevocable, and continuing guaranty of
payment, not collection, and the circumstance that at any time or from time to
time the Guaranteed Debt may be paid in full does not affect the obligation of
any Guarantor with respect to the Guaranteed Debt incurred after that. This
Guaranty remains in effect until the Guaranteed Debt is fully paid and
performed, and all commitments to extend any credit under the Loan Documents
have terminated. No Guarantor may rescind or revoke its obligations with respect
to the Guaranteed Debt. Notwithstanding any contrary provision, it is the
intention of Guarantors, Lenders, and Administrative Agent that the amount of
the Guaranteed Debt guaranteed by each Guarantor by this Guaranty shall be in,
but not in excess of, the maximum amount permitted by fraudulent conveyance,
fraudulent transfer, or similar Laws applicable to each such Guarantor.
Accordingly, notwithstanding anything to the contrary contained in this Guaranty
or any other agreement or instrument executed in connection with the payment of
any of the Guaranteed Debt, the amount of the Guaranteed Debt guaranteed by any
Guarantor under this Guaranty shall be limited to an aggregate amount equal to
the largest amount that would not render such Guarantor's obligations hereunder
subject to avoidance under Section 548 of the United States Bankruptcy Code or
any comparable provision of any applicable state Law.

      3. CONSIDERATION. Each Guarantor represents and warrants that its
liability under this Guaranty may reasonably be expected to directly or
indirectly benefit it.

      4. CUMULATIVE RIGHTS. If any Guarantor becomes liable for any indebtedness
owing by Borrowers to Administrative Agent or any Lender, other than under this
Guaranty, that liability may not be in any manner impaired or affected by this
Guaranty. The Rights of Administrative Agent or Lenders under this Guaranty are
cumulative of any and all other Rights that Administrative Agent or Lenders may
ever have against any Guarantor. The exercise by Administrative Agent or Lenders
of any Right under this Guaranty or otherwise does not preclude the concurrent
or subsequent exercise of any other Right.

      5. PAYMENT UPON DEMAND. If an Event of Default exists, each Guarantor
shall, on demand and without further notice of dishonor and without any notice
having been given to any Guarantor previous to that demand of either the
acceptance by Administrative Agent or Lenders of this Guaranty or the creation
or incurrence of any Guaranteed Debt, pay the amount of the Guaranteed Debt then
due and payable to Administrative Agent and Lenders; provided that, if an Event
of Default exists and Administrative Agent or Lenders cannot, for any reason,
accelerate the Obligations, then the Guaranteed Debt shall be, as among
Guarantors, Administrative Agent, and Lenders, a fully matured, due, and payable
obligation of Guarantors to Administrative Agent and Lenders. It is not
necessary for Administrative Agent or Lenders, in order to enforce that payment
by any Guarantor, first or contemporaneously to institute suit or exhaust
remedies against Borrowers or others liable on any Guaranteed Debt.


                                   Exhibit E
                                     Page 2
                           Form of Subsidiary Guaranty
<PAGE>

      6. SUBORDINATION. The Subordinated Debt is expressly subordinated to the
full and final payment of the Obligations. Upon the occurrence and during the
continuation of an Event of Default, each Guarantor agrees not to accept any
payment of any Subordinated Debt from any Company. In the event of (i) any
insolvency, bankruptcy, receivership, liquidation, reorganization, readjustment,
composition or other similar proceeding relating to any Company, its creditors
as such or its property, (ii) any proceeding for the liquidation, dissolution or
other winding-up of any Company, voluntary or involuntary, whether or not
involving insolvency or bankruptcy proceedings, (iii) any assignment by any
Company for the benefit of creditors, or (iv) any other marshalling of the
assets of a Company, the Obligations (including any interest thereon accruing at
the legal rate after the commencement of any such proceedings and any additional
interest that would have accrued thereon but for the commencement of such
proceedings) shall first be paid in full before any payment or distribution,
whether in cash, securities or other property, shall be made to any holder of
any Subordinated Debt. If any Guarantor receives any payment of any Subordinated
Debt in violation of the terms of this Section, such Guarantor shall hold that
payment in trust for Administrative Agent and Lenders and promptly turn it over
to Administrative Agent, in the form received (with any necessary endorsements),
to be applied to the Obligations.

      7. SUBROGATION AND CONTRIBUTION. Until payment in full of the Guaranteed
Debt and the termination of the Obligations of Lenders to extend credit under
the Loan Documents, (a) no Guarantor may assert, enforce, or otherwise exercise
any Right of subrogation to any of the Rights or Liens of Administrative Agent
or Lenders or any other beneficiary against Borrowers or any other obligor on
the Guaranteed Debt or any collateral or other security or any Right of
recourse, reimbursement, subrogation, contribution, indemnification, or similar
Right against Borrowers or any other obligor on any Guaranteed Debt or any
Guarantor of it, and (b) each Guarantor defers all of the foregoing Rights
(whether they arise in equity, under contract, by statute, under common Law, or
otherwise). Upon payment in full of the Guaranteed Debt and the termination of
the obligations of Lenders to extend credit under the Loan Documents, each
Guarantor shall be subrogated to the rights of the Administrative Agent and
Lenders against Borrowers and the other obligors.

      8. NO RELEASE. Each Guarantor agrees that its obligations under this
Guaranty may not be released, diminished, or affected by the occurrence of any
one or more of the following events: (a) any taking or accepting of any
additional guaranty or any other security or assurance for any Guaranteed Debt;
(b) any release, surrender, exchange, subordination, impairment, or loss of any
collateral securing any Guaranteed Debt; (c) any full or partial release of the
liability of any other obligor on the Obligations, except for any final release
resulting from payment in full of such Obligations; (d) the modification of, or
waiver of compliance with, any terms of any other Loan Document; (e) the
insolvency, bankruptcy, or lack of corporate or partnership power of any other
obligor at any time liable for any Guaranteed Debt, whether now existing or
occurring in the future; (f) any renewal, extension, or rearrangement of any
Guaranteed Debt or any adjustment, indulgence, forbearance, or compromise that
may be granted or given by Administrative Agent or any Lender to any other
obligor on the Obligations; (g) any neglect, delay, omission, failure, or
refusal of Administrative Agent or any Lender to take or prosecute any action in
connection with the Guaranteed Debt or to foreclose, take, or prosecute any
action in connection with any Loan Document; (h) any failure of Administrative
Agent or any Lender to notify any Guarantor of any renewal, extension, or
assignment of any Guaranteed Debt, or the release of any security or of any
other action taken or refrained from being taken by Administrative Agent or any
Lender against Borrowers or any new agreement between Administrative Agent, any
Lender, and Borrower; it being understood that neither Administrative Agent nor
any Lender is required to give any Guarantor any notice of any kind under any
circumstances whatsoever with respect to or in connection


                                   Exhibit E
                                     Page 3
                           Form of Subsidiary Guaranty
<PAGE>

with any Guaranteed Debt, other than any notice required to be given in this
Guaranty; (i) the unenforceability of any Guaranteed Debt against any other
obligor or any security securing same because it exceeds the amount permitted by
Law, the act of creating it is ultra vires, the officers creating it exceeded
their authority or violated their fiduciary duties in connection with it, or
otherwise; (j) any payment of the Obligations to Administrative Agent or any
Lender is held to constitute a preference under any Debtor Relief Law or for any
other reason Administrative Agent or any Lender is required to refund that
payment or make payment to someone else (and in each such instance this Guaranty
will be reinstated in an amount equal to that payment); or (k) any other
circumstance which might otherwise constitute a defense available to, or a legal
or equitable discharge of, Borrowers or any Guarantor.

      9. WAIVERS. By execution hereof, each Guarantor waives presentment and
demand for payment, protest, notice of intention to accelerate, notice of
acceleration, and notice of protest and nonpayment, and agrees that its
liability with respect to the Guaranteed Debt (or any part thereof) shall not be
affected by any renewal or extension in the time of payment of the Obligations
(or any part thereof). To the maximum extent lawful, each Guarantor waives all
Rights by which it might be entitled to require suit on an accrued Right of
action in respect of any Guaranteed Debt or require suit against Borrowers or
others.

      10. LOAN DOCUMENTS. By execution hereof, each Guarantor covenants and
agrees that certain representations, warranties, terms, covenants, and
conditions set forth in the Loan Documents are applicable to Guarantors by their
terms and shall be imposed upon Guarantors, and each Guarantor reaffirms that
each such representation and warranty is true and correct and covenants and
agrees to promptly and properly perform, observe, and comply with each such
term, covenant, or condition. Moreover, each Guarantor acknowledges and agrees
that this Guaranty is subject to the offset provisions of the Loan Documents in
favor of Administrative Agent and Lenders. In the event the Credit Agreement or
any other Loan Document shall cease to remain in effect for any reason
whatsoever during any period when any part of the Guaranteed Debt remains
unpaid, the terms, covenants, and agreements of the Credit Agreement or such
other Loan Document incorporated herein by reference shall nevertheless continue
in full force and effect as obligations of Guarantors under this Guaranty.

      11. RELIANCE AND DUTY TO REMAIN INFORMED. Each Guarantor confirms that it
has executed and delivered this Guaranty after reviewing the terms and
conditions of the Loan Documents and such other information as it has deemed
appropriate in order to make its own credit analysis and decision to execute and
deliver this Guaranty. Each Guarantor confirms that it has made its own
independent investigation with respect to Borrower's creditworthiness and is not
executing and delivering this Guaranty in reliance on any representation or
warranty by Administrative Agent or any Lender as to that creditworthiness. Each
Guarantor expressly assumes all responsibilities to remain informed of the
financial condition of Borrowers and any circumstances affecting Borrower's
ability to perform under the Loan Documents to which it is a party.

      12. LOAN DOCUMENT. This Guaranty is a Loan Document and is subject to the
applicable provisions of ARTICLES 1 and 10 of the Credit Agreement, including,
without limitation, the provisions relating to GOVERNING LAW, AND WAIVER OF
RIGHT TO JURY TRIAL, both of which are incorporated into this Guaranty by
reference the same as if set forth in this Guaranty verbatim.

      13. NOTICES. All notices required or permitted under this Guaranty, if
any, shall be given in the manner set forth in Section 10.02 of the Credit
Agreement.


                                   Exhibit E
                                     Page 4
                           Form of Subsidiary Guaranty

<PAGE>

      14. AMENDMENTS, ETC. No amendment, waiver, or discharge to or under this
Guaranty is valid unless it is in writing and is signed by the party against
whom it is sought to be enforced and is otherwise in conformity with the
requirements of SECTION 10.01 of the Credit Agreement.

      15. ADMINISTRATIVE AGENT AND LENDERS. Administrative Agent is
Administrative Agent for each Lender under the Credit Agreement. All Rights
granted to Administrative Agent under or in connection with this Guaranty are
for each Lender's ratable benefit. Administrative Agent may, without the joinder
of any Lender, exercise any Rights in Administrative Agent's or Lenders' favor
under or in connection with this Guaranty. Administrative Agent's and each
Lender's Rights and obligations vis-a-vis each other may be subject to one or
more separate agreements between those parties. However, no Guarantor is
required to inquire about any such agreement or is subject to any of its terms
unless such Guarantor specifically joins such agreement Therefore, neither
Guarantor nor its successors or assigns is entitled to any benefits or
provisions of any such separate agreement or is entitled to rely upon or raise
as a defense any party's failure or refusal to comply with the provisions of
such agreement.

      16. ADDITIONAL GUARANTORS. From time to time subsequent to the time
hereof, additional Persons may execute and deliver guaranties to the
Administrative Agent. Each Guarantor hereunder expressly agrees that its
obligations arising hereunder shall not be affected or diminished by any such
additional guaranties. Each Guarantor agrees that it shall not be necessary or
required that the Administrative Agent or any Lender exercise any right, assert
any claim or demand or enforce any remedy against any Borrowers, the other
Guarantors, or any other Person who has guaranteed the Guaranteed Debt before or
as a condition to the obligations of any Guarantor hereunder.

      17. PARTIES. This Guaranty benefits Administrative Agent, Lenders, and
their respective successors and assigns and binds Guarantors and their
respective successors and assigns. Upon appointment of any successor
Administrative Agent under the Credit Agreement, all of the Rights of
Administrative Agent under this Guaranty automatically vest in that new
Administrative Agent as successor Administrative Agent on behalf of Lenders
without any further act, deed, conveyance, or other formality other than that
appointment. The Rights of Administrative Agent and Lenders under this Guaranty
may be transferred with any assignment of the Guaranteed Debt pursuant to and in
accordance with the terms of the Credit Agreement. The Credit Agreement contains
provisions governing assignments of the Guaranteed Debt and of Rights and
obligations under this Guaranty.

                     REMAINDER OF PAGE INTENTIONALLY BLANK.
                          SIGNATURE PAGE(S) TO FOLLOW.


                                   Exhibit E
                                     Page 5
                           Form of Subsidiary Guaranty
<PAGE>

EXECUTED as of the date first stated in this Guaranty.

                               GUARANTORS:

                               [Subsidiaries of Williams Pipe Line Company, LLC]


                               By:___________________________________

                               Name:_________________________________

                               Title:________________________________


                                   Exhibit E
                                     Page 6
                           Form of Subsidiary Guaranty
<PAGE>

                                                                     EXHIBIT F-1

                           FORM OF OPINION OF COUNSEL

                                 April ___, 2002

To each of the Lenders parties to the Credit
Agreement referred to below, and
Bank of America, N.A., as
Administrative Agent for the Lenders

Ladies and Gentlemen:

      We have acted as special counsel to (i) Williams Pipe Line Company, LLC
and Williams Energy Partners L.P. (collectively, the "BORROWERS"), and (ii)
Williams GP LLC (the "GENERAL PARTNER") in connection with the Credit Agreement
dated as of April ___, 2002, by and among the Borrowers, the Lenders party
thereto, Bank of America, N.A., as Administrative Agent for the Lenders, and the
other agents and lenders named therein (the "CREDIT AGREEMENT").

      This opinion is furnished to you at the request of the Borrower pursuant
to Section 4.01(a)(vi)(A) of the Credit Agreement. Unless otherwise defined
herein, terms defined in the Credit Agreement and used herein shall have the
meanings given to them in the Credit Agreement.

A.    BASIS OF OPINION

      In rendering the opinion set forth herein, we have examined and relied on
originals or copies, certified or otherwise identified to our satisfaction of
the following (the "LOAN DOCUMENTS"):

      (a)   the Credit Agreement;

      (b)   the Notes;

      (c)   [INCLUDE THE FOLLOWING IF APPLICABLE...the Guaranties executed by
            the Guarantors;...]

      (d)   a copy of the opinion letter of William G. von Glahn, General
            Counsel of The Williams Companies, Inc., addressed to you and dated
            the date hereof or the date of the Credit Agreement, as the case may
            be;

      (e)   copies of such corporate documents and records of the Loan Parties,
            certificates of officers and representatives of certain of the Loan
            Parties, and such other agreements, documents, instruments and
            certificates of public officials and other Persons as we have deemed
            necessary or appropriate for the purposes of rendering the opinion
            expressed herein; and

      (f)   such matters of law as we have deemed necessary or appropriate as a
            basis for the opinion expressed herein.


                                  Exhibit F-1
                                     Page 1
                           Form of Opinion of Counsel
<PAGE>

      B.    ASSUMPTIONS

      In rendering the opinion expressed below, we have assumed, with your
permission, without independent investigation or inquiry, (a) the due
authorization, execution and delivery of the Loan Documents by all parties to
such documents (other than the Loan Parties) and that the Loan Documents are
valid, binding and enforceable (subject to the limitations on enforceability of
the types referred to in the qualifications below) against the parties thereto
(other than the Loan Parties), (b) the legal capacity of natural persons, (c)
the genuineness of all signatures on all documents that we examined, (d) the
authenticity of all documents submitted to us as originals, and (e) the
conformity to authentic originals of all documents submitted to us as certified,
conformed or photostatic copies.

      As to questions of fact material to the opinion hereinafter expressed, we
have relied without investigation upon the representations and warranties of the
Borrower and the Guarantors made in the Loan Documents. We have made no
examination or investigation to verify the accuracy or completeness of any
financial, accounting, or statistical information set forth in the Loan
Documents or otherwise furnished to you and, accordingly, express no opinion
with respect thereto.

      Insofar as our opinion expressed below relates to the matters set forth in
the above-mentioned opinion letter, we have assumed without independent
investigation the correctness of the matters set forth in such opinion, and our
opinion is subject to the assumptions, qualifications and limitations set forth
in such opinion letter.

C.    OPINIONS

      Based upon our examination and review as set forth in Section A hereof,
and subject to the assumptions, exceptions, qualifications, and limitations set
forth in Sections B and D hereof, we are of the opinion that:

      1. The Credit Agreement and each of the Notes constitute valid and binding
obligations of the Borrowers enforceable against the Borrowers in accordance
with their respective terms, and that each Guaranty constitutes valid and
binding obligations of each of the Guarantors enforceable against each of the
Guarantors in accordance with its terms.

D.    QUALIFICATIONS AND EXCEPTIONS

      The opinion rendered above is subject in all respects to the following
qualifications and comments:

      1.    Our opinion above is subject to the effect of any applicable
            bankruptcy, insolvency, fraudulent conveyance, reorganization,
            moratorium and other similar laws relating to or affecting
            creditors' rights generally.

      2.    Our opinion above is subject to the effect of general principles of
            equity (whether considered in a proceeding in equity or at law). In
            rendering our opinion, we have assumed that the parties to the Loan
            Documents will perform their obligations and exercise their rights
            under such documents within the standards of reasonableness, good
            faith and fair dealing imposed by applicable law.

      3.    We express no opinion with respect to the legality, validity,
            binding nature, or enforceability of any of the following provisions
            found in the Loan Documents, if any:


                                  Exhibit F-1
                                     Page 2
                           Form of Opinion of Counsel
<PAGE>

            (i) provisions relating to waivers, precluding a party from
            asserting certain claims or defenses or from obtaining or exercising
            certain rights, releases, and remedies, or excusing a party from
            damages, liability, or obligations to the extent such provisions may
            violate public policy or otherwise violate applicable law; (ii)
            provisions relating to subrogation rights, delay or omission of
            enforcement of rights or remedies, severability, or set offs that
            violate applicable law; (iii) provisions obligating a party to
            submit to the jurisdiction or venue of any court; (iv) provisions
            purporting to establish evidentiary standards for suits or
            proceedings to enforce the Loan Documents; (v) provisions that
            decisions by a party are conclusive; and (vi) provisions purporting
            to effect the automatic service of process on any person.

      4.    We are members of the bar of the States of New York and Texas and we
            express no opinion as to the laws of any jurisdiction other than the
            laws of the States of New York and Texas, the General Corporate Law
            of the State of Delaware and the Federal laws of the United States
            of America.

      5.    This opinion letter is limited to the matters stated herein and no
            opinions may be implied or inferred beyond the matters expressly
            stated herein.

      6.    The opinion expressed herein is as of the date hereof, and we assume
            no obligation to update or supplement such opinions to reflect any
            facts or circumstances that may hereafter come to our attention or
            any changes in law that may hereafter occur.

      7.    This opinion is being furnished only to the addressees named above,
            and has been rendered solely for your benefit in connection with the
            Credit Agreement and the transactions contemplated thereby and may
            not be used, circulated, quoted, relied upon or otherwise referred
            to for any other purpose without our prior written consent;
            provided, however, that any Person that becomes a Lender or
            successor Administrative Agent pursuant to the terms of the Credit
            Agreement may rely on this opinion as if it were addressed to such
            Person and delivered on the date hereof.

                                                Very truly yours,


                                  Exhibit F-1
                                     Page 3
                           Form of Opinion of Counsel
<PAGE>

                                                                     EXHIBIT F-2

                           FORM OF OPINION OF COUNSEL

April ___, 2002

To each of the Lenders parties to the Credit
Agreement referred to below, and
BANK OF AMERICA, N.A., as
Administrative Agent for the Lenders

Ladies and Gentlemen:

      I am General Counsel of The Williams Companies, Inc. and have acted as
counsel to (i) Williams Pipe Line Company, LLC, a Delaware limited liability
company ("WILLIAMS LLC"), (ii) Williams Energy Partners, L.P. (the "MLP" and,
together with Williams LLC, the "BORROWERS"), and (iii) Williams GP, LLC (the
"GENERAL PARTNER," and together with the Borrowers and the Guarantors, the
"TRANSACTION PARTIES") in connection with the Credit Agreement dated as of April
__, 2002, by and among the Borrowers, the Lenders party thereto, Bank of
America, N.A., as Administrative Agent for the Lenders, and the other agents and
lenders therein named (the "AGREEMENT"). This opinion is furnished to you at the
request of the Borrowers pursuant to Section 4.01(a)(vi) of the Agreement. Terms
defined in the Agreement not otherwise defined herein are used herein as therein
defined.

      In connection with the opinions expressed herein, I, or attorneys
reporting to me, have examined and relied upon copies of the following
documents:

      (a)   the Agreement, including all exhibits, schedules, and attachments
            thereto, and any Notes issued pursuant thereto (the "NOTES");

      (b)   [INCLUDE THE FOLLOWING IF APPLICABLE...the Guaranties dated as of
            even date with the Agreement executed by each of the Guarantors (the
            "GUARANTY")...];

      (c)   Certificates of the Secretary of State of the State of Delaware
            dated ___________, 2002, attesting to the continued existence and
            good standing of the Transaction Parties in Delaware; and

      (d)   the Organization Documents of the Transaction Parties and all
            amendments thereto.

      Those documents identified in items (a) and (b) above are collectively
referred to herein as the "CREDIT DOCUMENTS." In connection with this opinion, I
or other attorneys acting under my supervision have (i) investigated such
questions of law, (ii) examined such partnership and company documents and
records of the Transaction Parties and certificates of public officials, and
(iii) received such information from officers and representatives of the
Transaction Parties and made such investigations as I or other attorneys under
my supervision have deemed necessary or appropriate for the purposes of this
opinion. I have not, nor have other attorneys under my supervision, conducted
independent investigations or inquiries to determine the existence of matters,
actions, proceedings, items, documents, facts, judgments, decrees, franchises,
certificates, permits, or the like and have made no independent search of the
records of any court, arbitrator, or governmental authority affecting any
Person, and no inference as to my knowledge thereof shall be drawn from the fact
of my representation of any party or otherwise.


                                  Exhibit F-2
                                     Page 1
                           Form of Opinion of Counsel
<PAGE>

      In rendering the opinions herein, I have assumed without independent
verification (i) the genuineness of all signatures of the Lenders and the
Administrative Agent, (ii) the capacity of the signing officers of each of the
Lenders and the Administrative Agent, (iii) the authenticity of all documents
submitted to me as original and the conformity with the authentic originals of
all documents submitted to me as copies, and (iv) the due execution and
delivery, pursuant to due authorization, of the Agreement by the Lenders and the
Administrative Agent and the enforceability of the Agreement against the Lenders
and the Administrative Agent.

      Based upon and subject to the foregoing and the other qualifications,
limitations, and assumptions set forth below and upon such other matters as I
have deemed appropriate, I am of the opinion that:

      1.    The MLP is a limited partnership duly organized, validly existing,
            and in good standing under the laws of the State of Delaware;
            Williams LLC is a limited liability company duly organized, validly
            existing, and in good standing under the laws of the State of
            Delaware; and the General Partner is a limited liability company
            duly organized, validly existing, and in good standing under the
            laws of the State of Delaware.

      2.    Each Transaction Party has the partnership or company power and
            authority to own and lease its property and to conduct the business
            in which it is currently engaged. The execution, delivery, and
            performance by each of the Transaction Parties of the Credit
            Documents and the consummation of the transactions contemplated by
            the Credit Documents are (a) within its partnership or company
            powers, (b) will not contravene (i) the Organization Documents of
            any Transaction Party, (ii) any law, rule, or regulation applicable
            to any Transaction Party (including, without limitation, Regulation
            X of the Board of Governors of the Federal Reserve System), or (iii)
            any contractual or legal restriction, and (c) will not result in or
            require the creation or imposition of any Lien prohibited by the
            Credit Documents.

      3.    The Agreement has been duly authorized, executed, and delivered to
            the Administrative Agent by the Borrowers, and the Guaranty has been
            duly authorized, executed, and delivered to the Administrative Agent
            by each of the Guarantors.

      4.    No authorization, approval, or other action by, and no notice to or
            filing with, any governmental authority or regulatory body is
            required for the due execution, delivery, and performance by any
            Transaction Party of the Credit Documents to which it is a party or
            the consummation of the transactions contemplated by the Credit
            Documents, except, in the case of such performance, for such
            authorizations, approvals, actions, notices, and filings which have
            been made or obtained.

      5.    To my knowledge there are no pending or overtly threatened actions
            or proceedings against any Transaction Party before any court,
            governmental agency, or arbitrator that purport to affect the
            legality, validity, binding effect, or enforceability of the Credit
            Documents, or that would reasonably be expected to have a materially
            adverse effect upon the financial condition or operations of any
            Transaction Party, taken as a whole.

      6.    No Transaction Party is an "investment company" or a company
            "controlled" by an "investment company" within the meaning of the
            Investment Company Act of 1940, as amended. No Transaction Party is
            a "holding company," or a "subsidiary company" of a "holding
            company," or an "affiliate" of a "holding company" or of a
            "subsidiary


                                  Exhibit F-2
                                     Page 2
                           Form of Opinion of Counsel
<PAGE>

            company" of a "holding company," or a "public utility" within the
            meaning of the Public Utility Holding Company Act of 1935, as
            amended.

      7.    In any action or proceeding arising out of or relating to the Credit
            Documents in any court of the State of Oklahoma or in any Federal
            court sitting in the State of Oklahoma, assuming (i) proper venue,
            jurisdiction, and a full and proper presentation of the issues and
            the law to the court, (ii) such action or proceeding is not
            dismissed on the basis of an inconvenient forum, and (iii) that the
            court properly applies Oklahoma law, such court would (a) recognize
            and give effect to the provisions of the Credit Documents that set
            forth the governing law, and (b) construe the Credit Documents in
            accordance with the internal laws of the State of New York. Subject
            to the foregoing and without limiting the generality thereof, a
            court of the State of Oklahoma or a Federal court sitting in the
            State of Oklahoma would apply the usury law of the State of New
            York, and would not apply the usury law of the State of Oklahoma, to
            the Credit Documents. However, if a court were to hold that the
            Credit Documents are governed by or are to be construed in
            accordance with the laws of the State of Oklahoma, the Agreement,
            when executed and delivered by the parties thereto, would be, under
            the laws of the State of Oklahoma, legal, valid, and binding
            obligations of the Borrower, enforceable against the Borrower in
            accordance with its terms, and the Guaranty would be, under the laws
            of the State of Oklahoma, legal, valid and binding obligations of
            each Guarantor, enforceable against each Guarantor in accordance
            with its terms.

      The opinions expressed in this letter are subject to the following
additional qualifications and limitations:

      A.    My opinion in paragraph 1 with respect to the organization and good
            standing of the Borrowers, the Guarantor and the General Partner is
            based solely on Certificates, dated as of ___________, 2002, from
            the Secretary of State of the State of Delaware, certifying as to
            such matters.

      B.    My opinion in the last sentence of paragraph 7 above is subject,
            insofar as enforceability is concerned, to the effect of any
            applicable bankruptcy, insolvency, reorganization, fraudulent
            conveyance, moratorium, or similar law affecting creditors' rights
            and remedies generally.

      C.    My opinion in the last sentence of paragraph 7 above is subject,
            insofar as enforceability is concerned, to the effect of general
            principles of equity including principles of commercial
            reasonableness, good faith, and fair dealing (regardless of whether
            considered in a proceeding in equity or at law).

      D.    I express no opinion with respect to the enforceability of any of
            the following: (i) indemnification provisions to the extent the same
            are violative of federal or state securities laws, rules, or
            regulations, or of public policy, (ii) clauses waiving right to
            trial by jury, exculpation clauses, or clauses granting offset
            rights to the Banks or against any deposits or in respect of matured
            claims, (iii) clauses relating to recovery of attorneys' fees in
            connection with the enforcement of obligations, (iv) clauses
            relating to release of unmatured claims and integration clauses to
            the effect that no representation was made other than as appears in
            the Agreement, (v) clauses purporting to waive unmatured rights,
            representations, warranties, or affirmative or negative covenants to
            the extent such representations, warranties, or covenants can be
            construed to be independent clauses


                                  Exhibit F-2
                                     Page 3
                           Form of Opinion of Counsel
<PAGE>

            which purport to be legal, valid, binding, and enforceable by
            themselves, as distinguished from being clauses that trigger an
            event of default, and severability and similar clauses, and (vi)
            clauses that incorporate by reference a document or instrument or
            agreement not in existence on the date hereof to the extent that any
            such document, instrument, or agreement is the basis of an effort to
            enforce the Agreement, insofar as any of the foregoing are contained
            in the Agreement.

      E.    I express no opinion as to the effect on the opinions herein stated
            of compliance or non-compliance by any Lender with any applicable
            state, federal, or other laws or regulations applying only to banks,
            or the legal or regulatory status of any Lender.

      F.    My opinion in paragraph 7 above assumes (i) application of New York
            law would not be found to be contrary to a fundamental policy of a
            state with a materially greater interest in determining the question
            presented and the laws of which would govern in absence of an
            effective choice of law, and (ii) [one of] the Syndication Agents,
            [one of] the Joint Lead Arrangers and Joint Book Managers, and one
            or more Lenders, each have their principal place of business located
            in the State of New York, and one or more Lenders has a place of
            business located in the State of New York.

      G.    Qualification of any statement or opinion herein by the use of the
            words "to my knowledge" means that during the course of
            representation in connection with the transactions contemplated by
            the Agreement, no information has come to the attention of me or
            attorneys reporting to me that would give me or such attorneys
            current actual knowledge of the existence of facts or matters so
            qualified. I have not undertaken any investigation to determine the
            existence of facts, and no inference as to my knowledge thereof
            shall be drawn from the fact of the representation by me or
            attorneys reporting to me of any party or otherwise.

      I am admitted to practice law in the States of Oklahoma and New York, and,
accordingly, the opinions expressed herein are based upon and limited
exclusively to the laws of the States of Oklahoma and New York, the General
Corporation Law of the State of Delaware and the laws of the United States of
America insofar as any of such laws are applicable. I render no opinion with
respect to any other laws.

      This opinion letter is solely for the benefit of the Lenders and the
Administrative Agent, their respective successors, assigns, participants, and
other transferees and counsel for the Persons referred to in this sentence, in
consummating the transaction contemplated by the Credit Documents, and may not
be used or relied upon by, quoted, transmitted to, or filed with any other
Person or for any other purpose whatsoever without in each instance my prior
written consent. This opinion speaks as of its date, and I undertake no, and
hereby expressly disclaim any, duty to advise you as to any changes of fact or
law coming to my attention after the date hereof.


                                            Very truly yours,


                                            William G. von Glahn


                                  Exhibit F-2
                                     Page 4
                           Form of Opinion of Counsel