1 EXHIBIT 10.13 U.S. $1,000,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 23, 1997

1
EXHIBIT 10.13

U.S. $1,000,000,000

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 23, 1997

Among

THE XXXXXXXX COMPANIES, INC.
NORTHWEST PIPELINE CORPORATION
TRANSCONTINENTAL GAS PIPE LINE CORPORATION
TEXAS GAS TRANSMISSION CORPORATION
XXXXXXXX PIPE LINE COMPANY
XXXXXXXX HOLDINGS OF DELAWARE, INC.
WILTEL COMMUNICATIONS, LLC

as Borrowers

THE BANKS NAMED HEREIN

as Banks

and

CITIBANK, N.A.

as Agent

Co-Agents:

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
BANK OF MONTREAL
CREDIT LYONNAIS NEW YORK BRANCH
THE CHASE MANHATTAN BANK
CIBC INC.
THE FIRST NATIONAL BANK OF CHICAGO
ROYAL BANK OF CANADA

2
TABLE OF CONTENTS

Page

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS
Section 1.01. Certain Defined Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Computation of Time Periods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1.03. Accounting Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1.04. Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Section 1.05. Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES
Section 2.01. The A Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.02. Making the A Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 2.03. Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 2.04. Reduction of the Commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.05. Repayment of A Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.06. Interest on A Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 2.07. Additional Interest on Eurodollar Rate Advances . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.08. Interest Rate Determination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.09. Evidence of Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.10. Prepayments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Section 2.11. Increased Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 2.12. Illegality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2.13. Payments and Computations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2.14. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.15. Sharing of Payments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 2.16. The B Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 2.17. Optional Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 2.18. Extension of Termination Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.19. Voluntary Conversion of Advances. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.20. Automatic Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28

ARTICLE III

CONDITIONS
Section 3.01. Conditions Precedent to Initial Advances . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Section 3.02. Additional Conditions Precedent to Each A Borrowing . . . . . . . . . . . . . . . . . . . . . 29
Section 3.03. Conditions Precedent to Each B Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE IV

REPRESENTATIONS AND WARRANTIES
Section 4.01. Representations and Warranties of the Borrowers . . . . . . . . . . . . . . . . . . . . . . . 00

-x-

XXXXXXX X

XXXXXXXXX OF THE BORROWERS
Section 5.01. Affirmative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Section 5.02. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE VI

EVENTS OF DEFAULT
Section 6.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE VII

THE AGENT
Section 7.01. Authorization and Action . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 7.02. Agent's Reliance, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 7.03. Citibank and Affiliates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 7.04. Bank Credit Decision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 7.05. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 7.06. Successor Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47

ARTICLE VIII

MISCELLANEOUS
Section 8.01. Amendments, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 8.02. Notices, Etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 8.03. No Waiver; Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 8.04. Costs, Expenses and Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 8.05. Right of Set-off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.06. Binding Effect; Transfers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 8.07. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 8.08. Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 8.09. Execution in Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 8.10. Survival of Agreements, Representations and Warranties, Etc. . . . . . . . . . . . . . . . . 53
Section 8.11. Borrowers' Right to Apply Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 8.12. Confidentiality . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 8.13. WAIVER OF JURY TRIAL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 8.14. Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

Schedule I - Bank Information

Schedule II - Borrower Information

Schedule III - Permitted NWP Liens

Schedule IV - Permitted TGPL Liens

Schedule V - Permitted TGT Liens

Schedule VI - Permitted TWC Liens

-ii-

4
Schedule VII - Permitted WPL Liens

Schedule VIII - Permitted WHD Liens

Schedule IX - Permitted WilTel Liens

Schedule X - Commitments

Schedule XI - Rating Categories

Exhibit A-1 - Form of A Note

Exhibit A-2 - Form of B Note

Exhibit B-1 - Notice of A Borrowing

Exhibit B-2 - Notice of B Borrowing

Exhibit C - Opinion of Xxxxxxx X. xxx Xxxxx

Exhibit D - Opinion of Special Counsel to Agent

Exhibit E - Existing Transfer Restrictions

Exhibit F - Form of Transfer Agreement

-iii-
5
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of July 23, 1997

This Second Amended and Restated Credit Agreement dated as of July 23,
1997, is by and among the Borrowers, the Agent and the Banks. In consideration
of the mutual covenants and agreements contained herein, the Borrowers, the
Agent and the Banks hereby agree as set forth herein.

PRELIMINARY STATEMENTS

1. The Borrowers, the Agent and certain of the Banks are parties
to the Amended and Restated Credit Agreement dated as of December 20, 1996 (the
"1996 Credit Agreement").

2. The Borrowers have requested that the 1996 Credit Agreement be
further amended and, as so further amended, be restated in its entirety, and
the parties hereto have agreed to do so on the terms and conditions set forth
herein.

3. The parties hereto have agreed to restate the 1996 Credit
Agreement in its entirety for convenience, and this Second Amended and Restated
Credit Agreement constitutes for all purposes an amendment to the 1996 Credit
Agreement, and each reference to an Advance or Borrowing herein shall include
each advance or borrowing made heretofore under the 1996 Credit Agreement as
well as each Advance or Borrowing made hereafter under this Agreement.

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.01. Certain Defined Terms. As used in this
Agreement, the following terms shall have the following meanings (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

"A Advance" means an advance by a Bank to a Borrower as part
of an A Borrowing and refers to a Base Rate Advance or a Eurodollar
Rate Advance, each of which shall be a "Type" of A Advance.

"A Borrowing" means a borrowing consisting of simultaneous A
Advances of the same Type to the same Borrower made by each of the
Banks pursuant to Section 2.01.

"A Note" means a promissory note of a Borrower payable to the
order of any Bank, in substantially the form of Exhibit A-1 hereto,
evidencing the aggregate indebtedness of such Borrower to such Bank
resulting from the A Advances to such Borrower owed to such Bank.

"Advance" means an A Advance or a B Advance.

"Agent" means Citibank, N.A. in its capacity as agent pursuant
to Article VII hereof and any successor Agent pursuant to Section
7.06.
6

"Agreement" means this Second Amended and Restated Credit
Agreement dated as of July 23, 1997, among the Borrowers, the Agent
and the Banks, as amended or modified from time to time.

"Applicable Commitment Fee Rate" means the rate per annum set
forth on Schedule XI under the heading "Applicable Commitment Fee
Rate" for the relevant Rating Category applicable to TWC from time to
time. The Applicable Commitment Fee Rate shall change when and as the
relevant Rating Category applicable to TWC changes.

"Applicable Lending Office" means, with respect to each Bank,
such Bank's Domestic Lending Office in the case of a Base Rate Advance
and such Bank's Eurodollar Lending Office in the case of a Eurodollar
Rate Advance and, in the case of a B Advance, the office of such Bank
notified by such Bank to the Agent as its Applicable Lending Office
with respect to such B Advance.

"Applicable Margin" means

(i) as to any Eurodollar Rate Advance to any Borrower (other than WPL during
such times as WPL is Unrated and WilTel during such times as WilTel is Unrated),
the rate per annum set forth in Schedule XI under the heading "Applicable
Margin" for the relevant Rating category applicable to such Borrower from time
to time;

(ii) for each day during such times as WPL is Unrated, as to any Eurodollar Rate
Advance to WPL, the rate per annum set forth in the following table for the
relevant amount of the Applicable WPL Debt to TNW Ratio for such day:

Applicable
WPL Debt to Applicable
TNW Ratio Margin
----------- ----------

Less than .55 .325%

.55 or greater and
less than .60 .40%

.60 or greater .65%

and (iii) for each day during such times as WilTel is Unrated, as to any
Eurodollar Rate Advance to WilTel (A) as to the time from July 23, 1997, to and
including September 30, 1997, a rate per annum equal to .275%; (B) as to such
times subsequent to September 30, 1997, the rate per annum set forth in the
following table for the relevant amount of Applicable WilTel Debt to EBITDA
Ratio for such day:

-2-
7

Applicable
WilTel Debt to Applicable
EBITDA Margin
-------------- ----------

Less than or equal to 1.00 .225%

Greater than 1.00 and less
than or equal to 1.75 .25%

Greater than 1.75 and less
than or equal to 2.50 .275%

Greater than 2.50 and less
than or equal to 3.50 .325%

Greater than 3.50 and less
than or equal to 4.50 .40%

Greater than 4.50 .65%

The Applicable Margin determined pursuant to clause (i) of this definition for
any Eurodollar Rate Advance to any Borrower shall change when and as the
relevant Rating Category applicable to such Borrower changes. Furthermore, the
applicability of clause (i) or (ii) of this definition to WPL and of clause (i)
or (iii) of this definition to WilTel shall change when and as the status of WPL
or WilTel, as applicable, as Unrated or not Unrated changes. For example, if
WPL borrows on September 15 of a year a Eurodollar Rate Advance with a three
month Interest Period and WPL is Unrated from September 15 through October 15 of
such year and is not Unrated thereafter, then the Applicable Margin for such
Advance will be determined (1) pursuant to the foregoing clause (ii) from
September 15 through October 15 of such year (and the Applicable WPL Debt to TNW
Ratio (a) for the days from September 15 through September 30 will be the WPL
Debt to TNW Ratio on March 31 of such year and (b) for the days after September
30 will be the WPL Debt to TNW Ratio on June 30 of such year), and (2) pursuant
to the foregoing clause (i) during the other days of such Interest Period.

"Applicable WilTel Debt to EBITDA Ratio" for any day means the
WilTel Debt to EBITDA Ratio as of the end of the calendar quarter that is
the second calendar quarter prior to such day.

"Applicable WPL Debt to TNW Ratio" for any day means the WPL Debt
to TNW Ratio as of the end of the calendar quarter which is the second
calendar quarter prior to such day. For example, the Applicable WPL Debt
to TNW Ratio for any day in the calendar quarter ending September 30 of a
year will be the WPL Debt to TNW Ratio as of March 31 of such year.

"Arranger" means Citicorp Securities, Inc.

-3-
8
"Attributable Obligation" of any Person means, with respect to
any Sale and Lease-Back Transaction of such Person as of any particular
time, the present value at such time discounted at the rate of interest
implicit in the terms of the lease of the obligations of the lessee under
such lease for net rental payments during the remaining term of the lease
(including any period for which such lease has been extended or may, at
the option of such Person, be extended).

"B Advance" means an advance by a Bank to a Borrower as part of a
B Borrowing resulting from the auction bidding procedure described in
Section 2.16.

"B Borrowing" means a borrowing consisting of simultaneous B
Advances to the same Borrower from each of the Banks whose offer to make
one or more B Advances as part of such borrowing has been accepted by such
Borrower under the auction bidding procedure described in Section 2.16.

"B Note" means a promissory note of a Borrower payable to the
order of any Bank, in substantially the form of Exhibit A-2 hereto, (or,
in the case of B Advances outstanding on July 23, 1997, in substantially
the form of Exhibit A-2 to the 1996 Credit Agreement) evidencing the
indebtedness of such Borrower to such Bank resulting from a B Advance made
to such Borrower by such Bank.

"B Reduction" has the meaning specified in Section 2.01.

"Banks" means the lenders listed on the signature pages hereof
and each other Person that becomes a Bank pursuant to the last sentence of
Section 8.06(a).

"Base Rate" means a fluctuating interest rate per annum as shall
be in effect from time to time which rate per annum shall at all times be
equal to the highest of:

(a) the rate of interest announced publicly by
Citibank in New York, New York, from time to time, as Citibank's
base rate; or

(b) 1/2 of one percent per annum above the latest
three-week moving average of secondary market morning offering
rates in the United States for three-month certificates of
deposit of major United States money market banks, such
three-week moving average being determined weekly on each Monday
(or, if any such day is not a Business Day, on the next
succeeding Business Day) for the three-week period ending on the
previous Friday by Citibank on the basis of such rates reported
by certificate of deposit dealers to and published by the Federal
Reserve Bank of New York or, if such publication shall be
suspended or terminated, on the basis of quotations for such
rates received by Citibank from three New York certificate of
deposit dealers of recognized standing selected by Citibank, in
either case adjusted to the nearest 1/4 of one percent or, if
there is no nearest 1/4 of one percent, to the next higher 1/4
of one percent; or

-4-
9
"Base Rate Advance" means an A Advance which bears interest as
provided in Section 2.06(a).

"Borrowers" means TWC, WHD, NWP, TGPL, TGT, WilTel and WPL.

"Borrowing" means an A Borrowing or a B Borrowing.

"Business Day" means a day of the year on which banks are not
required or authorized to close in New York City and, if the applicable
Business Day relates to any Eurodollar Rate Advances or relates to any B
Advance as to which the related Notice of B Borrowing is delivered
pursuant to clause (B) of Section 2.16(a)(i), on which dealings are
carried on in the London interbank market.

"Citibank" means Citibank, N.A.

"Co-Agent" means each of Bank of America National Trust and
Savings Association, Bank of Montreal, Credit Lyonnais New York Branch,
The Chase Manhattan Bank, CIBC Inc., The First National Bank of Chicago,
and Royal Bank of Canada.

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

"Commitment" of any Bank to any Borrower means at any time the
lesser of (i) the amount set opposite or deemed (pursuant to clause (vii)
of the last sentence of Section 8.06(a) and as reflected in the relevant
Transfer Agreement referred to in such sentence) to be set opposite such
Bank's name for such Borrower on Schedule X as such amount may be
terminated, reduced or increased after July 23, 1997, pursuant to Section
2.04, Section 2.17, Section 6.01 or Section 8.06(a), or (ii) the amount of
the Commitment of such Bank to TWC at such time.

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

"Consolidated Net Worth" of any Person means the Net Worth of
such Person and its Subsidiaries on a Consolidated basis.

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

"Convert," "Conversion" and "Converted" each refers to a
conversion of Advances of one Type into Advances of the other Type
pursuant to Section 2.02, Section 2.19 or Section 2.20.

"Debt" means, in the case of any Person, (i) indebtedness of such
Person for borrowed money, (ii) obligations of such Person evidenced by
bonds, debentures or notes, (iii) obligations of such Person to pay the
deferred purchase price of property or services, (iv) monetary obligations
of such Person as lessee under leases that are, in accordance

-5-
10
with generally accepted accounting principles, recorded as capital leases,
(v) obligations of such Person under guaranties in respect of, and
obligations (contingent or otherwise) to purchase or otherwise acquire, or
otherwise to assure a creditor against loss in respect of, indebtedness or
obligations of others of the kinds referred to in clauses (i) through (iv)
or clause (vii) of this definition, (vi) indebtedness or obligations of
others of the kinds referred to in clauses (i) through (v) or clause (vii)
of this definition secured by any Lien on or in respect of any property of
such Person, and (vii) all liabilities of such Person in respect of
unfunded vested benefits under any Plan; provided, however, that Debt
shall not include any obligation under or resulting from any agreement
referred to in paragraph (y) of Schedule III; paragraph (y) of Schedule
IV; paragraph (y) of Schedule V; paragraph (y) of Schedule VI; paragraph
(h) of Schedule VII; paragraph (y) of Schedule VIII; or paragraph ( ) of
Schedule IX or under or resulting from any sale and leaseback referred to
in paragraph (aa) of Schedule III; paragraph (aa) of Schedule IV;
paragraph (aa) of Schedule V; paragraph (bb) of Schedule VI; paragraph (j)
of Schedule VII; paragraph (aa) of Schedule VIII or paragraph ( ) of
Schedule IX.

"Domestic Lending Office" means, with respect to any Bank, the
office of such Bank specified as its "Domestic Lending Office" opposite
its name on Schedule I hereto or pursuant to Section 8.06(a), or such
other office of such Bank as such Bank may from time to time specify to
the Borrowers and the Agent.

"EBITDA" means for any period the sum of (i) the Consolidated net
income (or loss) of WilTel and its Subsidiaries for such period determined
in accordance with generally accepted accounting principles plus (ii) to
the extent included in the determination of such net income (or loss), the
Consolidated charges for such period for interest, depreciation, depletion
and amortization, plus (or, if there is a benefit from income taxes,
minus) (iii) to the extent included in the determination of such net
income, the amount of the provision for or benefit from income interest;
provided, however, that in determining such Consolidated net income, such
Consolidated charges and such provision for or benefit from income taxes,
there shall be included therefrom (to the extent otherwise included
therein) (a) the net income (or loss) of, charges for interest,
depreciation, depletion and amortization of, and such provision for or
benefit from income taxes of, any Person acquired by WilTel or any
Subsidiary of WilTel in a pooling-of-interest transaction for any period
prior to the date of such transaction, (b) the net income (but not loss)
of, charges for interest, depreciation, depletion and amortization of, and
such provision for (but not benefit from) income taxes of, any Person
which is subject to any restriction which prevents the payment of
dividends or the making of distributions on the capital stock, partnership
interests or other ownership interests of such Person to the extent of
such restrictions, (c) pre-tax gains or losses on the sale, transfer or
other disposition of any property by WilTel or its Subsidiaries (other
than sales, transfer and other dispositions in the ordinary course of
business), (d) all reported extraordinary gains and reported extraordinary
losses, prior to applicable income taxes, and (e) any item constituting
the cumulative effect of a reported change in accounting principles, prior
to applicable income taxes.

"Environment" shall have the meaning set forth in 42 U.S.C.
Section 9601(8) as defined on the date of this Agreement, and
"Environmental" shall mean pertaining or relating to the Environment.

-6-
11
"Environmental Protection Statute" shall mean any United States
local, state or federal, or any foreign, law, statute, regulation, order,
consent decree or other agreement or Governmental Requirement arising from
or in connection with or relating to the protection or regulation of the
Environment, including, without limitation, those laws, statutes,
regulations, orders, decrees, agreements and other Governmental
Requirements relating to the disposal, cleanup, production, storing,
refining, handling, transferring, processing or transporting of Hazardous
Waste, Hazardous Substances or any pollutant or contaminant, wherever
located.

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

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

"Eurocurrency Liabilities" has the meaning assigned to that term
in Regulation D of the Board of Governors of the Federal Reserve System,
as in effect from time to time.

"Eurodollar Lending Office" means, with respect to any Bank, the
office of such Bank specified as its "Eurodollar Lending Office" opposite
its name on Schedule I hereto or pursuant to Section 8.06(a) (or, if no
such office is specified, its Domestic Lending Office) or such other
office of such Bank as such Bank may from time to time specify to the
Borrowers and the Agent.

"Eurodollar Rate" means, for any Interest Period for each
Eurodollar Rate Advance comprising part of the same A Borrowing, an
interest rate per annum (rounded upward to the nearest whole multiple of
1/16 of 1% per annum, if such rate is not such a multiple) equal to the
rate per annum at which deposits in U.S. dollars are offered by the
principal office of Citibank in London, England, to prime banks in the
London interbank market at 11:00 A.M. (London time) two Business Days
before the first day of such Interest Period in an amount substantially
equal to the amount of the Eurodollar Rate Advance of Citibank comprising
part of such A Borrowing to be outstanding during such Interest Period and
for a period equal to such Interest Period.

"Eurodollar Rate Advance" means an A Advance that bears interest
as provided in Section 2.06(b).

"Eurodollar Rate Reserve Percentage" of any Bank for any Interest
Period for any Eurodollar Rate Advance means the reserve percentage
applicable during such Interest Period (or if more than one such
percentage shall be so applicable, the daily average of such percentages
for those days in such Interest Period during which any such percentage
shall be so applicable) under regulations issued from time to time by the
Board of Governors of the Federal Reserve System (or any successor) for
determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve
requirement) for such Bank with respect to

-7-
12
liabilities or assets consisting of or including Eurocurrency Liabilities
having a term equal to such Interest Period.

"Events of Default" has the meaning specified in Section 6.01.
For purposes of clause (iv) of the definition herein of "Interest Period",
Section 2.19 and Section 6.01, an Event of Default exists as to a
particular Borrower if such Event of Default exists wholly or in part as a
result of any event, condition, action, inaction, representation or other
matter of, by or otherwise directly or indirectly pertaining to such
Borrower or any material Subsidiary of such Borrower. Without limiting
the foregoing and for purposes of further clarification, it is agreed that
inasmuch as each of WilTel, WHD, NWP, WPL, TGPL and TGT is a Subsidiary of
TWC, any Event of Default that exists as to any of WilTel, WHD, NWP, WPL,
TGPL or TGT also exists as to TWC.

"Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight federal funds transactions with
members of the Federal Reserve System arranged by federal funds brokers,
as published for such day (or, if such day is not a Business Day, for the
next preceding Business Day) by the Federal Reserve Bank of New York, or,
if such rate is not so published for any day which is a Business Day, the
average of the quotations for such day on such transactions received by
the Agent from three federal funds brokers of recognized standing selected
by it.

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

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

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

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

"Interest Period" means, for each A Advance to a Borrower
comprising part of the same A Borrowing, the period commencing on the date
of such A Advance or the date of the Conversion of any Base Rate Advance
into a Eurodollar Rate Advance and ending on the last day of the period
selected by such Borrower pursuant to the provisions below and,
thereafter, each subsequent period commencing on the last day of the
immediately preceding Interest Period and ending on the last day of the
period selected by such Borrower pursuant to the provisions below. The
duration of each Interest Period shall be one, two, three or six months,
in each case as such Borrower may, upon notice

-8-
13
received by the Agent not later than 11:00 A.M. (New York City time) on
the third Business Day prior to the first day of such Interest Period,
select (it being agreed that selection of a subsequent Interest Period for
an outstanding Eurodollar Rate Advance does not require that a Notice of A
Borrowing be given, inasmuch as no Advance is being requested or made as a
result of such selection); provided, however, that:

(i) Interest Periods commencing on the same date for
A Advances comprising part of the same A Borrowing shall be of
the same duration;

(ii) whenever the last day of any Interest Period
would otherwise occur on a day other than a Business Day, the
last day of such Interest Period shall be extended to occur on
the next succeeding Business Day, provided that if such extension
would cause the last day of such Interest Period to occur in the
next following calendar month, the last day of such Interest
Period shall occur on the next preceding Business Day;

(iii) any Interest Period which 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 in which it would have ended if there were a
numerically corresponding day in such calendar month; and

(iv) no Borrower may select any Interest Period that
ends after the Termination Date, and no Borrower may select any
Interest Period if any Event of Default exists as to such
Borrower.

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

"Majority Banks" means at any time Banks holding at least 66-2/3%
of the then aggregate unpaid principal amount of the A Notes held by
Banks, or, if no such principal amount is then outstanding, Banks having
at least 66-2/3% of the Commitments or, if no such principal amount is
then outstanding and all Commitments have terminated, Banks holding at
least 66-2/3% of the then aggregate unpaid principal amount of the B Notes
held by Banks (provided that for purposes of this definition and Sections
2.17, 6.01 and 7.01 neither any Borrower nor any Subsidiary or Related
Party of any Borrower, if a Bank, shall be included in (i) the Banks
holding the A Notes or B Notes or (ii) determining the aggregate unpaid
principal amount of the A Notes or the B Notes or the amount of the
Commitments).

"Moody's" means Xxxxx'x Investors Service, Inc.

"Multiemployer Plan" means a "multiemployer plan" as defined in
Section 4001(a)(3) of ERISA to which any Borrower or any ERISA Affiliate
of any Borrower is

-9-
14
making or accruing an obligation to make contributions, or has within any
of the preceding five plan years made or accrued an obligation to make
contributions.

"Multiple Employer Plan" means an employee benefit plan, other
than a Multiemployer Plan, subject to Title IV of ERISA to which any
Borrower or any ERISA Affiliate of any Borrower, and one or more employers
other than any Borrower or an ERISA Affiliate of any Borrower, is making
or accruing an obligation to make contributions or, in the event that any
such plan has been terminated, to which any Borrower or any ERISA
Affiliate of any Borrower made or accrued an obligation to make
contributions during any of the five plan years preceding the date of
termination of such plan.

"Net Worth" of any Person means, as of any date of determination,
the excess of total assets of such Person over total liabilities of such
Person, total assets and total liabilities each to be determined in
accordance with generally accepted accounting principles.

"1996 Credit Agreement" has the meaning specified in the
preliminary statements of this Agreement.

"Non-Borrowing Subsidiary" of any Borrower means a Subsidiary of
such Borrower which Subsidiary is not itself a Borrower.

"Non-Recourse Debt" means Debt incurred by any non-material,
Non-Borrowing Subsidiary to finance the acquisition (other than any
acquisition from TWC or any Subsidiary) or construction of a project,
which Debt does not permit or provide for recourse against TWC or any
Subsidiary of TWC (other than the Subsidiary that is to acquire or
construct such project) or any property or asset of TWC or any Subsidiary
of TWC (other than property or assets of the subsidiary that is to acquire
or construct such project).

"Note" means an A Note or a B Note.

"Notice of A Borrowing" has the meaning specified in Section
2.02(a).

"Notice of B Borrowing" has the meaning specified in Section
2.16(a).

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

"PBGC" means the Pension Benefit Guaranty Corporation.

"Permitted NWP Liens" means Liens specifically described on
Schedule III.

"Permitted TGPL Liens" means Liens specifically described on
Schedule IV.

"Permitted TGT Liens" means Liens specifically described on
Schedule V.

"Permitted TWC Liens" means Liens specifically described on
Schedule VI.

-10-
15
"Permitted WHD Liens" means Liens specifically described on
Schedule VIII.

"Permitted WilTel Liens" means Liens specifically described on
Schedule IX.

"Permitted WPL Liens" means Liens specifically described on
Schedule VII.

"Person" means an individual, partnership, corporation, limited
liability company, business trust, joint stock company, trust,
unincorporated association, joint venture or other entity, or a government
or any political subdivision or agency thereof.

"Plan" means an employee pension benefit plan (other than a
Multiemployer Plan) as defined in Section 3(2) of ERISA currently
maintained by, or to which contributions have been made at any time after
December 31, 1984, by, any Borrower or any ERISA Affiliate of any Borrower
for employees of a Borrower or any such ERISA Affiliate and covered by
Title IV of ERISA or subject to the minimum funding standards under
Section 412 of the Code.

"Public Filings" means TWC's, NWP's, TGPL's and TGT's respective
annual reports on Form 10-K for the year ended December 31, 1996, and
TWC's, NWP's, TGPL's and TGT's respective quarterly reports on Form 10-Q
for the quarter ended March 31, 1997.

"Rating Category" means, as to any Borrower, the relevant
category applicable to such Borrower from time to time as set forth on
Schedule XI, which is based on the ratings (or lack thereof) of such
Borrower's senior unsecured long-term debt by S&P or Moody's.

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

"S&P" means Standard & Poor's Ratings Group, a division of
Xx-Xxxx Hill, Inc. on the date hereof.

"Sale and Lease-Back Transaction" of any Person means any
arrangement entered into by such Person or any Subsidiary of such Person,
directly or indirectly, whereby such

-11-
16
Person or any Subsidiary of such Person shall sell or transfer any
property, whether now owned or hereafter acquired, and whereby such Person
or any Subsidiary of such Person shall then or thereafter rent or lease as
lessee such property or any part thereof or other property which such
Person or any Subsidiary of such Person intends to use for substantially
the same purpose or purposes as the property sold or transferred;
provided, however, that any sale and lease-back of cushion gas, whether
now or hereafter existing, shall not be considered to be a Sale and
Lease-Back Transaction and any sale and lease-back of inventory, whether
now or hereafter existing, by WPL or any of its Subsidiaries (other than
another Borrower) shall not be considered to be a Sale and Lease-Back
Transaction.

"Stated Termination Date" means July 31, 2002, or such later
date, if any as may be agreed to by the Borrowers and the Banks pursuant
to Section 2.18.

"Subordinated Debt" means any Debt of any Borrower which is
effectively subordinated to the obligations of such Borrower hereunder and
under the Notes.

"Subsidiary" of any Person means any corporation, partnership,
joint venture or other entity of which more than 50% of the outstanding
capital stock or other equity interests having ordinary voting power to
elect a majority of the board of directors of such corporation,
partnership, joint venture or other entity or others performing similar
functions (irrespective of whether or not at the time capital stock or
other equity interests of any other class or classes of such corporation,
partnership, joint venture or other entity shall or might have voting
power upon the occurrence of any contingency) is at the time directly or
indirectly owned by such Person.

"Tangible Net Worth" of any Person means, as of any date of
determination, the excess of total assets of such Person over total
liabilities of such Person, total assets and total liabilities each to be
determined in accordance with generally accepted accounting principles,
excluding, however, from the determination of total assets (i) patents,
patent applications, trademarks, copyrights and trade names, (ii)
goodwill, organizational, experimental, research and development expense
and other like intangibles, (iii) treasury stock, (iv) monies set apart
and held in a sinking or other analogous fund established for the
purchase, redemption or other retirement of capital stock or Subordinated
Debt, and (v) unamortized debt discount and expense.

"Termination Date" means the earlier of (i) the Stated
Termination Date or (ii) the date of termination in whole of the
Commitments pursuant to Section 2.04, 2.17 or 6.01.

"Termination Event" means (i) a "reportable event", as such term
is described in Section 4043 of ERISA (other than a "reportable event" not
subject to the provision for 30-day notice to the PBGC), or an event
described in Section 4062(f) of ERISA, or (ii) the withdrawal of any
Borrower or any ERISA Affiliate of any Borrower from a Multiple Employer
Plan during a plan year in which it was a "substantial employer," as such
term is defined in Section 4001(a)(2) of ERISA, or the incurrence of
liability by any Borrower or any ERISA Affiliate of any Borrower under
Section 4064 of ERISA upon the termination

-12-
17
of a Plan or Multiple Employer Plan, or (iii) the distribution of a notice
of intent to terminate a Plan pursuant to Section 4041(a)(2) of ERISA or
the treatment of a Plan amendment as a termination under Section 4041 of
ERISA, or (iv) the institution of proceedings to terminate a Plan by the
PBGC under Section 4042 of ERISA, or (v) any other event or condition
which might constitute grounds under Section 4042 of ERISA for the
termination of, or the appointment of a trustee to administer, any Plan.

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

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

"Transfer Agreement" has the meaning specified in Section 8.06.

"TWC" means The Xxxxxxxx Companies, Inc., a Delaware corporation.

"Type" has the meaning set forth in the definition herein of A
Advance.

"Unrated" means, as to any Borrower, that no senior unsecured
long-term debt of such Borrower is rated by S&P and no senior unsecured
long-term debt of such Borrower is rated by Moody's.

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

"WilTel Pro Forma Income Statements" means the pro forma income
statements for the calendar quarters ended June 30, 1996, September 30,
1996, December 31, 1996, and March 31, 1997, included as Exhibit G hereto.

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

"WFS" means Xxxxxxxx Field Services Group, Inc., a Delaware
corporation.

"WHD" means Xxxxxxxx Holdings of Delaware, Inc., a Delaware
corporation.

"WilTel" means WilTel Communications, LLC, a Delaware limited
liability company.

"WilTel Debt to EBITDA Ratio" means, as of the end of any
calendar quarter, the ratio of (i) the aggregate amount, as of the end of
such quarter, of all Debt of WilTel and its Subsidiaries on a Consolidated
basis to (ii) EBITDA for the period of four consecutive calendar quarters
ending on (and including) the last day of such calendar quarter; provided,
however, in calculating the WilTel Debt to EBITDA Ratio for calendar
quarters ending prior to and including June 30, 1998, the WilTel Debt to
EBITDA Ratio shall be determined based upon the WilTel Pro Forma Income
Statements to the extent necessary because actual income statements are
not available.

"WNG" means Xxxxxxxx Natural Gas Company, a Delaware corporation.

-13-
18
"WPL" means Xxxxxxxx Pipe Line Company, a Delaware corporation.

"WPL Debt to TNW Ratio" means at any date the ratio of (i) the
aggregate amount at such date of all Debt of WPL and its Subsidiaries on a
Consolidated basis to (ii) the sum of the Consolidated Tangible Net Worth
at such date of WPL plus the aggregate amount at such date of all Debt of
WPL and its Subsidiaries on a Consolidated basis.

Section 1.02. Computation of Time Periods. In this Agreement in
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including" and the words "to" and "until"
each means "to but excluding."

Section 1.03. Accounting Terms. All accounting terms not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles, and each reference herein to "generally
accepted accounting principles" shall mean generally accepted accounting
principles consistent with those applied in the preparation of the financial
statements referred to in Section 4.01(e)(i).

Section 1.04. Miscellaneous. The words "hereof," "herein" and
"hereunder" and words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision of this
Agreement, and Article, Section, Schedule and Exhibit references are to
Articles and Sections of and Schedules and Exhibits to this Agreement, unless
otherwise specified.

Section 1.05. Ratings. A rating, whether public or private, by
S&P or Moody's shall be deemed to be in effect on the date of announcement or
publication by S&P or Moody's, as the case may be, of such rating or, in the
absence of such announcement or publication, on the effective date of such
rating and will remain in effect until the announcement or publication of, or
in the absence of such announcement or publication, the effective date of, any
change in, or withdrawal or termination of, such rating. In the event the
standards for any rating by Moody's or S&P are revised, or any such rating is
designated differently (such as by changing letter designations to different
letter designations or to numerical designations), the references herein to
such rating shall be deemed to refer to the revised or redesignated rating for
which the standards are closest to, but not lower than, the standards at the
date hereof for the rating which has been revised or redesignated, all as
determined by the Majority Banks in good faith. Long-term debt supported by a
letter of credit, guaranty, insurance or other similar credit enhancement
mechanism shall not be considered as senior unsecured long-term debt. If
either Moody's or S&P has at any time more than one rating applicable to senior
unsecured long-term debt of a Borrower, the lowest such rating shall be
applicable for purposes hereof. For example, if Moody's rates some senior
unsecured long-term debt of a Borrower Ba1 and other such debt of such Borrower
Ba2, the senior unsecured long-term debt of such Borrower shall be deemed to be
rated Ba2 by Moody's.

-14-
19

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES

Section 2.01. The A Advances. Each Bank severally agrees, on
the terms and conditions hereinafter set forth, to make A Advances to each
Borrower from time to time on any Business Day during the period from the date
hereof until the Termination Date in an aggregate amount outstanding not to
exceed at any time such Bank's Commitment to such Borrower, provided that the
aggregate amount of the Commitments of the Banks to any Borrower shall, except
for purposes of Section 2.03(a), be deemed used from time to time to the extent
of the aggregate amount of the B Advances then outstanding to such Borrower and
such deemed use of the aggregate amount of such Commitments shall be applied to
the Banks ratably according to their respective Commitments to such Borrower
(such deemed use of the aggregate amount of the Commitments of any Borrower
being a "B Reduction"), and provided further that the aggregate amount of all A
Advances to all Borrowers by any Bank shall not exceed at any time outstanding
such Bank's Commitment to TWC (determined after giving effect to such Bank's
ratable share of all B Reductions). Each A Borrowing shall be in an aggregate
amount not less than $5,000,000 or an integral multiple of $1,000,000 in excess
thereof, and shall consist of A Advances of the same Type made to the same
Borrower on the same day by the Banks ratably according to their respective
Commitments. Within the limits of each Bank's Commitment to a Borrower, such
Borrower may borrow, prepay pursuant to Section 2.10 and reborrow under this
Section 2.01.

Section 2.02. Making the A Advances. (a) Each A Borrowing
shall be made on notice, given not later than (1) in the case of a proposed
Borrowing comprised of Eurodollar Rate Advances, 11:00 A.M. (New York City
time) at least three Business Days prior to the date of the proposed Borrowing,
and (2) in the case of a proposed Borrowing comprised of Base Rate Advances,
10:00 A.M. (New York City time) on the date of the proposed Borrowing, by the
Borrower requesting such A Borrowing to the Agent, which shall give to each
Bank prompt notice thereof by telecopy, telex or cable. Each such notice of an
A Borrowing (a "Notice of A Borrowing") shall be by telecopy, telex or cable,
confirmed immediately in writing, in substantially the form of Exhibit B-1
hereto, executed by the Borrower requesting such A Borrowing and specifying
therein the requested (i) date of such A Borrowing (which shall be a Business
Day), (ii) initial Type of A Advances comprising such A Borrowing, (iii)
aggregate amount of such A Borrowing, and (iv) in the case of an A Borrowing
comprised of Eurodollar Rate Advances, initial Interest Period for each such A
Advance. Each Bank shall, before 11:00 A.M. (New York City time) on the date
of such A Borrowing, make available for the account of its Applicable Lending
Office to the Agent at its New York address referred to in Section 8.02, in
same day funds, such Bank's ratable portion of such A Borrowing. After the
Agent's receipt of such funds and upon fulfillment of the applicable conditions
set forth in Article III, the Agent will make such funds available to the
Borrower requesting such A Borrowing at the Agent's aforesaid address.
Notwithstanding the other provisions hereof, each Bank that is to be paid by
any Borrower on July 23, 1997, any principal amount outstanding under the 1996
Credit Agreement as contemplated by Section 8.14 shall apply the proceeds of
any Advance to be made by it to such Borrower on such date to pay such amount
and only an amount equal to the difference (if any) between the amount of such
Advance and the principal amount being so paid shall be made available by such
Bank to the Agent as provided herein, or remitted by such Borrower to the Agent
as provided in Section 2.13, as the case may be.

-15-
20
(b) Anything herein to the contrary notwithstanding:

(i) at no time shall there be outstanding to any one
Borrower more than six A Borrowings comprised of Eurodollar Rate Advances;

(ii) no Borrower may select Eurodollar Rate Advances for
any Borrowing if the aggregate amount of such Borrowing is less than (x)
if such Borrowing is made by WPL or WilTel, $5,000,000, and (y) if such
Borrowing is made by any other Borrower, $20,000,000;

(iii) if the Majority Banks shall notify the Agent that
either (A) the Eurodollar Rate for any Interest Period for any Eurodollar
Rate Advances will not adequately reflect the cost to such Banks of making
or funding their respective Eurodollar Rate Advances for such Interest
Period, or (B) that U.S. dollar deposits for the relevant amounts and
Interest Period for their respective Advances are not available to them in
the London interbank market, or it is otherwise impossible to have
Eurodollar Rate Advances, the Agent shall forthwith so notify the
Borrowers and the Banks, whereupon (I) each Eurodollar Rate Advance will
automatically, on the last day of the then existing Interest Period
therefor, Convert into a Base Rate Advance, and (II) the obligations of
the Banks to make, or to Convert Advances into, Eurodollar Rate Advances
shall be suspended until the Agent, at the request of the Majority Banks,
shall notify the Borrowers and the Banks that the circumstances causing
such suspension no longer exist, and, except as provided in Section
2.02(b)(v), each Advance comprising any requested A Borrowing shall be a
Base Rate Advance;

(iv) if the Agent is unable to determine the Eurodollar
Rate for Eurodollar Rate Advances, the obligation of the Banks to make, or
to Convert Advances into, Eurodollar Rate Advances shall be suspended
until the Agent shall notify the Borrowers and the Banks that the
circumstances causing such suspension no longer exist, and, except as
provided in Section 2.02(b)(v), each Advance comprising any requested A
Borrowing shall be a Base Rate Advance; and

(v) if a Borrower has requested a proposed A Borrowing
consisting of Eurodollar Rate Advances and as a result of circumstances
referred to in Section 2.02(b)(iii) or (iv) such A Borrowing would not
consist of Eurodollar Rate Advances, such Borrower may, by notice given
not later than 3:00 P.M. (New York City time) at least one Business Day
prior to the date such proposed A Borrowing would otherwise be made,
cancel such A Borrowing, in which case such A Borrowing shall be cancelled
and no Advances shall be made as a result of such requested A Borrowing,
but such Borrower shall indemnify the Banks in connection with such
cancellation as contemplated by Section 2.02(c).

(c) Each Notice of A Borrowing shall be irrevocable and
binding on the Borrowers, except as set forth in Section 2.02(b)(v). In the
case of any A Borrowing requested by a Borrower which the related Notice of A
Borrowing specifies is to be comprised of Eurodollar Rate Advances, such
Borrower shall indemnify each Bank against any loss, cost or expense incurred
by such Bank as a result of any failure to fulfill on or before the date
specified in such Notice of A Borrowing for such A Borrowing the applicable
conditions set forth in Article III,

-16-
21
including, without limitation, any loss (including loss of reasonably
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Bank to fund the A
Advance to be made by such Bank as part of such A Borrowing when such A
Advance, as a result of such failure, is not made on such date. A certificate
in reasonable detail as to the basis for and the amount of such loss, cost or
expense submitted to such Borrower and the Agent by such Bank shall be prima
facie evidence of the amount of such loss, cost or expense. If an A Borrowing
requested by a Borrower which the related Notice of A Borrowing specifies is to
be comprised of Eurodollar Rate Advances is not made as an A Borrowing
comprised of Eurodollar Rate Advances as a result of Section 2.02(b), such
Borrower shall indemnify each Bank against any loss (excluding loss of
profits), cost or expense incurred by such Bank by reason of the liquidation or
reemployment of deposits or other funds acquired by such Bank prior to the time
such Bank is actually aware that such A Borrowing will not be so made to fund
the A Advance to be made by such Bank as part of such A Borrowing. A
certificate in reasonable detail as to the basis for and the amount of such
loss, cost or expense submitted to such Borrower and the Agent by such Bank
shall be prima facie evidence of the amount of such loss, cost or expense.

(d) Unless the Agent shall have received notice from a Bank
prior to the date of any A Borrowing to a Borrower that such Bank will not make
available to the Agent such Bank's ratable portion of such A Borrowing, the
Agent may assume that such Bank has made such portion available to the Agent on
the date of such A Borrowing in accordance with subsection (a) of this Section
2.02 and the Agent may, in reliance upon such assumption, make available to
such Borrower requesting such A Borrowing on such date a corresponding amount.
If and to the extent that such Bank shall not have so made such ratable portion
available to the Agent, such Bank and such Borrower severally agree to repay to
the Agent forthwith on demand such corresponding amount together with interest
thereon, for each day from the date such amount is made available to such
Borrower until the date such amount is repaid to the Agent, at (i) in the case
of such Borrower, the interest rate applicable at the time to A Advances
comprising such A Borrowing and (ii) in the case of such Bank, the Federal
Funds Rate. If such Bank shall repay to the Agent such corresponding amount,
such amount so repaid shall constitute such Bank's A Advance as part of such A
Borrowing for purposes of this Agreement.

(e) The failure of any Bank to make the A Advance to be made
by it as part of any A Borrowing shall not relieve any other Bank of its
obligation, if any, hereunder to make its A Advance on the date of such A
Borrowing, but no Bank shall be responsible for the failure of any other Bank
to make the A Advance to be made by such other Bank on the date of any A
Borrowing.

Section 2.03. Fees.

(a) Commitment Fee. TWC agrees to pay to the Agent for the
account of each Bank a commitment fee on the average daily unused (for the
purposes of this Section 2.03(a), A Advances made to any Borrower shall be
considered to have been made to TWC, but B Advances to any Borrower shall not,
for purposes of this Section 2.03(a), be considered to be usage of any
Commitment) portion of such Bank's Commitment to TWC from the date hereof until
the Termination Date at a rate per annum from time to time equal to the
Applicable Commitment Fee Rate from time to time, payable in arrears on the
last day of each March, June,

-17-
22
September and December during the term such Bank has any Commitment to any
Borrower and on the Termination Date.

(b) Agent's Fees. TWC agrees to pay to the Agent, for its sole
account, such fees as may be separately agreed to in writing by TWC and the
Agent.

Section 2.04. Reduction of the Commitments.

(a) Optional. Each Borrower shall have the right, upon at
least three Business Days notice to the Agent, to terminate in whole or reduce
ratably in part the unused portions of the respective Commitments of the Banks
to such Borrower, provided that each partial reduction shall be in the
aggregate amount of at least $20,000,000, and provided further, that the
aggregate amount of the Commitments of the Banks to any Borrower shall not be
reduced to an amount which is less than the aggregate principal amount of the
Advances then outstanding to such Borrower, and provided further, that the
aggregate amount of the Commitments of the Banks to TWC shall not be reduced to
an amount which is less than the aggregate principal amount of the Advances
then outstanding to the Borrower as to which the aggregate outstanding
principal amount of Advances is then the largest.

(b) Termination. If all of the Commitments of the Banks to a
Borrower (other than TWC) are terminated pursuant to Section 2.04(a) and such
Borrower has paid all principal, interest, fees, costs and other amounts owed
by it hereunder and under the Notes executed by it, such Borrower shall have
the right, upon at least three Business Days notice to the Agent, to elect to
cease to be a Borrower hereunder, except for purposes of the definition herein
of Majority Banks and for purposes of Sections 2.11, 2.14 and 8.04.

Section 2.05. Repayment of A Advances. Each Borrower shall
repay, on the Stated Termination Date or such earlier date as the Notes may be
declared due pursuant to Article VI, the unpaid principal amount of each A
Advance made by each Bank to such Borrower.

Section 2.06. Interest on A Advances. Each Borrower shall pay
interest on the unpaid principal amount of each A Advance made by each Bank to
such Borrower from the date of such A Advance until such principal amount shall
be paid in full, at the following rates per annum:

(a) Base Rate Advances. At such times as such A Advance is a
Base Rate Advance, a rate per annum equal at all times to the Base Rate in
effect from time to time, payable quarterly in arrears on the last day of
each March, June, September and December and on the date such Advance
shall be Converted or paid in full; provided that any amount of principal
of any Base Rate Advance, interest, fees and other amounts payable
hereunder (other than principal of any Eurodollar Rate Advance) which is
not paid when due (whether at stated maturity, by acceleration or
otherwise) shall bear interest, from the date on which such amount is due
until such amount is paid in full, payable on demand, at a rate per annum
equal at all times to the sum of the Base Rate in effect from time to time
plus 2% per annum.

(b) Eurodollar Rate Advances. At such times as such A
Advance is a Eurodollar Rate Advance, a rate per annum equal at all times
during each Interest Period

-18-
23
for such A Advance to the sum of the Eurodollar Rate for such Interest
Period plus the Applicable Margin in effect from time to time for such A
Advance, payable on the last day of such Interest Period and, if such
Interest Period has a duration of more than three months, on each day
which occurs during such Interest Period every three months from the first
day of such Interest Period; provided that any amount of principal of any
Eurodollar Rate Advance which is not paid when due (whether at stated
maturity, by acceleration or otherwise) shall bear interest, from the date
on which such amount is due until such amount is paid in full, payable on
demand, at a rate per annum equal at all times to the greater of (x) the
sum of the Base Rate in effect from time to time plus 2% per annum and (y)
the sum of the rate per annum required to be paid on such A Advance
immediately prior to the date on which such amount became due plus 2% per
annum.

Section 2.07. Additional Interest on Eurodollar Rate Advances.
Each Borrower shall pay to each Bank, so long as such Bank shall be required
under regulations of the Board of Governors of the Federal Reserve System to
maintain reserves with respect to liabilities or assets consisting of or
including Eurocurrency Liabilities, additional interest on the unpaid principal
amount of each Eurodollar Rate Advance of such Bank to such Borrower, from the
date of such Advance until such principal amount is paid in full, at an
interest rate per annum equal at all times to the remainder obtained by
subtracting (i) the Eurodollar Rate for the Interest Period for such Advance
from (ii) the rate obtained by dividing such Eurodollar Rate by a percentage
equal to 100% minus the Eurodollar Rate Reserve Percentage of such Bank for
such Interest Period, payable on each date on which interest is payable on such
Advance. Such additional interest shall be determined by such Bank and
notified to such Borrower through the Agent. A certificate as to the amount of
such additional interest submitted to such Borrower and the Agent by such Bank
shall be conclusive and binding for all purposes, absent manifest error. No
Bank shall have the right to recover any additional interest pursuant to this
Section 2.07 for any period more than 90 days prior to the date such Bank
notifies the Borrowers that additional interest may be charged pursuant to this
Section 2.07.

Section 2.08. Interest Rate Determination. The Agent shall give
prompt notice to the Borrower to which an A Advance is made and the Banks of
the applicable interest rate for each Eurodollar Rate Advance determined by the
Agent for purposes of Section 2.06(b).

Section 2.09. Evidence of Debt. The indebtedness of each
Borrower resulting from the A Advances owed to each Bank by such Borrower shall
be evidenced by an A Note of such Borrower payable to the order of such Bank.

Section 2.10. Prepayments.

(a) No Borrower shall have any right to prepay any principal
amount of any A Advance except as provided in this Section 2.10.

(b) Any Borrower may, in respect of Base Rate Advances upon
notice to the Agent before 10:00 A.M. (New York City time) on the date of
prepayment, and in respect of Eurodollar Rate Advances upon at least three
Business Days' notice to the Agent, in each case stating the proposed date
(which shall be a Business Day) and aggregate principal amount of the
prepayment, and if such notice is given such Borrower shall, prepay the
outstanding principal amounts of the A Advances comprising part of the same A
Borrowing in whole or ratably in part,

-19-
24
together with accrued interest to the date of such prepayment on the principal
amount prepaid and amounts, if any, required to be paid pursuant to Section
8.04(b) as a result of such prepayment; provided, however, that each partial
prepayment pursuant to this Section 2.10(b) shall be in an aggregate principal
amount not less than $5,000,000 and in an aggregate principal amount such that
after giving effect thereto no A Borrowing comprised of Base Rate Advances
shall have a principal amount outstanding of less than $5,000,000 and no A
Borrowing comprised of Eurodollar Rate Advances shall have a principal amount
outstanding of less than (i) if such A Borrowing was made by WPL or WilTel,
$5,000,000, and (ii) if such A Borrowing was made by any other Borrower,
$20,000,000.

(c) Each Borrower will give notice to the Agent at or before
the time of each prepayment by such Borrower of Advances pursuant to this
Section 2.10 specifying the Advances which are to be prepaid and the amount of
such prepayment to be applied to such Advances, and each payment of any Advance
pursuant to this Section 2.10 or any other provision of this Agreement shall be
made in a manner such that all Advances comprising part of the same Borrowing
are paid in whole or ratably in part.

Section 2.11. Increased Costs.

(a) If, due to either (i) the introduction of or any change
(other than any change by way of imposition or increase of reserve requirements
included in the Eurodollar Rate Reserve Percentage) in or in the
interpretation, application or applicability of any law or regulation or (ii)
the compliance with any guideline or request from any central bank or other
governmental authority (whether or not having the force of law), there shall be
any increase in the cost to any Bank of agreeing to make or making, funding or
maintaining Eurodollar Rate Advances to any Borrower, then such Borrower shall
from time to time, upon demand by such Bank (with a copy of such demand to the
Agent), pay to the Agent for the account of such Bank additional amounts
sufficient to compensate such Bank for such increased cost. A certificate as
to the amount of such increased cost, submitted to such Borrower and the Agent
by such Bank, shall be prima facie evidence of the amount of such increased
cost. No Bank shall have the right to recover any such increased costs for any
period more than 90 days prior to the date such Bank notifies the Borrowers of
any such introduction, change, compliance or proposed compliance.

(b) If any Bank determines that compliance with any law or
regulation or any guideline or request from any central bank or other
governmental authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be maintained by
such Bank or any corporation controlling such Bank and that the amount of such
capital is increased by or based upon the existence of such Bank's commitment
to lend to any Borrower hereunder and other commitments of this type, then,
upon demand by such Bank (with a copy of such demand to the Agent), such
Borrower shall immediately pay to the Agent for the account of such Bank, from
time to time as specified by such Bank, additional amounts sufficient to
compensate such Bank or such corporation in the light of such circumstances, to
the extent that such Bank reasonably determines such increase in capital to be
allocable to the existence of such Bank's commitment to lend hereunder. A
certificate as to the amount of such additional amounts, submitted to such
Borrower and the Agent by such Bank, shall be prima facie evidence of the
amount of such additional amounts. No Bank shall have any right to recover any
additional amounts under this Section 2.11(b) for any period more than 90 days
prior to the date such Bank notifies the Borrowers of any such compliance.

-20-
25
(c) In the event that any Bank makes a demand for payment
under Section 2.07 or this Section 2.11, TWC may within ninety days of such
demand, if no Event of Default or event which, with the giving of notice or
lapse of time or both, would constitute an Event of Default then exists,
replace such Bank with another commercial bank in accordance with all of the
provisions of the last sentence of Section 8.06(a) (including execution of an
appropriate Transfer Agreement) provided that (i) all obligations of such Bank
to lend hereunder shall be terminated and the Notes payable to such Bank and
all other obligations owed to such Bank hereunder shall be purchased in full
without recourse at par plus accrued interest at or prior to such replacement,
(ii) such replacement bank shall be reasonably satisfactory to the Agent and
the Majority Banks, (iii) such replacement bank shall, from and after such
replacement, be deemed for all purposes to be a "Bank" hereunder with a
Commitment to each Borrower in the amount of the respective Commitment of such
Bank to such Borrower immediately prior to such replacement (plus, if such
replacement bank is already a Bank prior to such replacement the respective
Commitment of such Bank to such Borrower prior to such replacement), as such
amount may be changed from time to time pursuant hereto, and shall have all of
the rights, duties and obligations hereunder of the Bank being replaced, and
(iv) such other actions shall be taken by the Borrowers, such Bank and such
replacement bank as may be appropriate to effect the replacement of such Bank
with such replacement bank on terms such that such replacement bank has all of
the rights, duties and obligations hereunder as such Bank (including, without
limitation, execution and delivery of new Notes of each Borrower to such
replacement bank, redelivery to each Borrower in due course of the Notes of
such Borrower payable to such Bank and specification of the information
contemplated by Schedule I as to such replacement bank).

Section 2.12. Illegality. Notwithstanding any other provision
of this Agreement, if any Bank shall notify the Agent that the introduction of
or any change in or in the interpretation of any law or regulation shall make
it unlawful, or that any central bank or other governmental authority shall
assert that it is unlawful, for any Bank or its Eurodollar Lending Office to
perform its obligations hereunder to make, or Convert a Base Rate Advance into,
a Eurodollar Rate Advance or to continue to fund or maintain any Eurodollar
Rate Advance, then, on notice thereof to the Borrowers by the Agent, (i) the
obligation of each of the Banks to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Agent, at the request of
the Majority Banks, shall notify the Borrowers and the Banks that the
circumstances causing such suspension no longer exist, and (ii) the Borrowers
shall forthwith prepay in full all Eurodollar Rate Advances of all Banks then
outstanding together with all accrued interest thereon and all amounts payable
pursuant to Section 8.04(b), unless each Bank shall determine in good faith in
its sole opinion that it is lawful to maintain the Eurodollar Rate Advances
made by such Bank to the end of the respective Interest Periods then applicable
thereto or unless the Borrowers, within five Business Days of notice from the
Agent, Convert all Eurodollar Rate Advances of all Banks then outstanding into
Base Rate Advances in accordance with Section 2.19.

Section 2.13. Payments and Computations.

(a) Each Borrower shall make each payment hereunder and
under the Notes to be made by it not later than 11:00 A.M. (New York City time)
on the day when due in U.S. dollars to the Agent at its New York address
referred to in Section 8.02 in same day funds. The Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal, interest or commitment fees ratably (other than amounts payable
pursuant to Section 2.07, 2.11, 2.14, 2.16 or 8.04(b)) to the Banks for the
account of their respective Applicable

-21-
26
Lending Offices, and like funds relating to the payment of any other amount
payable to any Bank to such Bank for the account of its Applicable Lending
Office, in each case to be applied in accordance with the terms of this
Agreement. In no event shall any Bank be entitled to share any fee paid to the
Agent pursuant to Section 2.03(b), any auction fee paid to the Agent pursuant
to Section 2.16(a)(i) or any other fee paid to the Agent, as such.

(b) Each Borrower hereby authorizes each Bank, if and to the
extent payment owed to such Bank by such Borrower is not made when due
hereunder or under any Note of such Borrower held by such Bank, to charge from
time to time against any or all of such Borrower's accounts with such Bank any
amount so due.

(c) All computations of interest based on clause (a) or
clause (b) of the definition herein of Base Rate and of commitment fees shall
be made by the Agent on the basis of a year of 365 or 366 days, as the case may
be, and all computations of interest based on the Eurodollar Rate, the Federal
Funds Rate or clause (c) of the definition herein of Base Rate shall be made by
the Agent, and all computations of interest pursuant to Section 2.07 shall be
made by a Bank, on the basis of a year of 360 days, in each case for the actual
number of days (including the first day but excluding the last day) occurring
in the period for which such interest or commitment fees are payable. Each
determination by the Agent (or, in the case of Section 2.07, by a Bank) of an
interest rate hereunder shall be conclusive and binding for all purposes,
absent manifest error.

(d) Whenever any payment hereunder or under the Notes shall
be stated to be due on a day other than a Business Day, such payment shall be
made on the next succeeding Business Day, and such extension of time shall in
such case be included in the computation of payment of interest or commitment
fee, as the case may be; provided, however, if such extension would cause
payment of interest on or principal of Eurodollar Rate Advances to be made in
the next following calendar month, such payment shall be made on the next
preceding Business Day.

(e) Unless the Agent shall have received notice from a
Borrower prior to the date on which any payment is due by such Borrower to any
Bank hereunder that such Borrower will not make such payment in full, the Agent
may assume that such Borrower has made such payment in full to the Agent on
such date and the Agent may, in reliance upon such assumption, cause to be
distributed to each Bank on such due date an amount equal to the amount then
due such Bank hereunder. If and to the extent such Borrower shall not have so
made such payment in full to the Agent, each Bank shall repay to the Agent
forthwith on demand such amount distributed to such Bank together with interest
thereon, for each day from the date such amount is distributed to such Bank
until the date such Bank repays such amount to the Agent, at the Federal Funds
Rate.

-22-
27
Section 2.14. Taxes.

(a) Any and all payments by any Borrower hereunder or under
the Notes shall be made, in accordance with Section 2.13, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings with respect thereto, and all liabilities
with respect thereto, excluding in the case of each Bank and the Agent, taxes
imposed on its income, and franchise taxes imposed on it, by the jurisdiction
under the laws of which such Bank or the Agent (as the case may be) is
organized or any political subdivision thereof and, in the case of each Bank,
taxes imposed on its income, and franchise taxes imposed on it, by the
jurisdiction of such Bank's Applicable Lending Office or any political
subdivision thereof (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings and liabilities being hereinafter referred to as
"Taxes"). If any Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under any Note to any Bank or the
Agent, (i) the sum payable shall be increased as may be necessary so that after
making all required deductions (including deductions applicable to additional
sums payable under this Section 2.14) such Bank or the Agent (as the case may
be) receives an amount equal to the sum it would have received had no such
deductions been made, (ii) such Borrower shall make such deductions and (iii)
such Borrower shall pay the full amount deducted to the relevant taxation
authority or other authority in accordance with applicable law.

(b) In addition, each Borrower agrees to pay any present or
future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies which arise from any payment made by such Borrower
hereunder or under the Notes executed by it or from the execution, delivery or
registration of, or otherwise with respect to, this Agreement or such Notes
(hereinafter referred to as "Other Taxes").

(c) Each Borrower will indemnify each Bank and the Agent for
the full amount of Taxes or Other Taxes (including, without limitation, any
Taxes or Other Taxes imposed by any jurisdiction on amounts payable under this
Section 2.14) owed and paid by such Bank or the Agent (as the case may be) and
any liability (including penalties, interest and expenses) arising therefrom or
with respect thereto. This indemnification shall be made within 30 days from
the date such Bank or the Agent (as the case may be) makes written demand
therefor.

(d) Within 30 days after the date of the payment of Taxes by
or at the direction of any Borrower, such Borrower will furnish to the Agent,
at its address referred to in Section 8.02, the original or a certified copy of
a receipt evidencing payment thereof. Should any Bank or the Agent ever
receive any refund, credit or deduction from any taxing authority to which such
Bank or the Agent would not be entitled but for the payment by a Borrower of
Taxes as required by this Section 2.14 (it being understood that the decision
as to whether or not to claim, and if claimed, as to the amount of any such
refund, credit or deduction shall be made by such Bank or the Agent, as the
case may be, in its sole discretion), such Bank or the Agent, as the case may
be, thereupon shall repay to such Borrower an amount with respect to such
refund, credit or deduction equal to any net reduction in taxes actually
obtained by such Bank or the Agent, as the case may be, and determined by such
Bank or the Agent, as the case may be, to be attributable to such refund,
credit or deduction.

-23-
28
(e) Without prejudice to the survival of any other agreement
of the Borrowers hereunder, the agreements and obligations of the Borrowers
contained in this Section 2.14 shall survive the payment in full of principal
and interest hereunder and under the Notes.

Section 2.15. Sharing of Payments, Etc. If any Bank shall
obtain any payment (whether voluntary or involuntary, or through the exercise
of any right of set-off or otherwise) on account of the A Advances made by it
(other than pursuant to Section 2.07, 2.11, 2.14 or 8.04(b)) in excess of its
ratable share of payments on account of the A Advances obtained by all the
Banks, such Bank shall forthwith purchase from the other Banks such
participations in the A Advances owed to them as shall be necessary to cause
such purchasing Bank to share the excess payment ratably with each of them,
provided, however, that if all or any portion of such excess payment is
thereafter recovered from such purchasing Bank, such purchase from each Bank
shall be rescinded and such Bank shall repay to the purchasing Bank the
purchase price to the extent of such Bank's ratable share (according to the
proportion of (i) the amount of the participation purchased from such Bank as a
result of such excess payment to (ii) the total amount of such excess payment)
of such recovery together with an amount equal to such Bank's ratable share
(according to the proportion of (i) the amount of such Bank's required
repayment to (ii) the total amount so recovered from the purchasing Bank) of
any interest or other amount paid or payable by the purchasing Bank in respect
of the total amount so recovered. Each Borrower agrees that any Bank so
purchasing a participation from another Bank pursuant to this Section 2.15 may,
to the fullest extent permitted by law, exercise all its rights of payment
(including the right of set-off) with respect to such participation as fully as
if such Bank were the direct creditor of such Borrower in the amount of such
participation.

Section 2.16. The B Advances.

(a) Each Bank severally agrees that each Borrower may make B
Borrowings under this Section 2.16 from time to time on any Business Day during
the period from the date hereof until the earlier of (I) the Termination Date
or (II) the date occurring 30 days prior to the Stated Termination Date in the
manner set forth below; provided that, following the making of each B
Borrowing, the aggregate amount of the Advances then outstanding to such
Borrower shall not exceed the aggregate amount of the Commitments of the Banks
to such Borrower (computed without regard to any B Reduction) and the aggregate
amount of all Advances then outstanding shall not exceed the aggregate amount
of the Commitments of the Banks to TWC (computed without regard to any B
Reduction).

(i) A Borrower may request a B Borrowing under this Section
2.16 by delivering to the Agent, by telecopier, telex or cable, confirmed
immediately in writing, a notice of a B Borrowing (a "Notice of B
Borrowing"), in substantially the form of Exhibit B-2 hereto, specifying
the date and aggregate amount of the proposed B Borrowing, the maturity
date for repayment of each B Advance to be made as part of such B
Borrowing (which maturity date may not be earlier than the date occurring
14 days after the date of such B Borrowing or later than the earlier of
(x) 6 months after the date of such B Borrowing or (y) the Stated
Termination Date), the interest payment date or dates relating thereto,
and any other terms to be applicable to such B Borrowing (including,
without limitation, the basis to be used by the Banks in determining the
rate or rates of interest to be offered by them as provided in paragraph
(ii) below and prepayment terms, if any, but excluding any waiver or other
modification to any of the

-24-
29
conditions set forth in Article III), not later than 10:00 A.M. (New York
City time) (A) at least one Business Day prior to the date of the proposed
B Borrowing, if such Borrower shall specify in the Notice of B Borrowing
that the rates of interest to be offered by the Banks shall be fixed rates
per annum and (B) at least five Business Days prior to the date of the
proposed B Borrowing, if such Borrower shall instead specify in the Notice
of B Borrowing the basis to be used by the Banks in determining the rates
of interest to be offered by them. The Agent shall in turn promptly
notify each Bank of each request for a B Borrowing received by it from a
Borrower by sending such Bank a copy of the related Notice of B Borrowing.
Each time that a Borrower gives a Notice of B Borrowing, such Borrower
shall pay to the Agent an auction fee equal to $2000.

(ii) Each Bank may, if in its sole discretion it elects to do
so, irrevocably offer to make one or more B Advances to a Borrower as part
of such proposed B Borrowing at a rate or rates of interest specified by
such Bank in its sole discretion, by notifying the Agent (which shall give
prompt notice thereof to such Borrower), before 10:00 A.M. (New York City
time) (x) on the date of such proposed B Borrowing, in the case of a
Notice of B Borrowing delivered pursuant to clause (A) of paragraph (i)
above, and (y) three Business Days before the date of such proposed B
Borrowing in the case of a Notice of B Borrowing delivered pursuant to
clause (B) of paragraph (i) above, of the minimum amount and maximum
amount of each B Advance which such Bank would be willing to make as part
of such proposed B Borrowing (which amounts may, subject to the proviso to
the first sentence of this Section 2.16(a), exceed such Bank's Commitment
to such Borrower), the rate or rates of interest therefor and such Bank's
Applicable Lending Office with respect to such B Advance; provided that if
the Agent in its capacity as a Bank shall, in its sole discretion, elect
to make any such offer, it shall notify such Borrower of such offer before
9:45 A.M. (New York City time) on the date on which notice of such
election is to be given to the Agent by the other Banks. If any Bank
shall elect not to make such an offer, such Bank shall so notify the
Agent, before 10:00 A.M. (New York City time) on the date on which notice
of such election is to be given to the Agent by the other Banks, and such
Bank shall not be obligated to, and shall not, make any B Advance as part
of such B Borrowing; provided that the failure by any Bank to give such
notice shall not cause such Bank to be obligated to make any B Advance as
part of such proposed B Borrowing.

(iii) The Borrower requesting such proposed B Borrowing shall,
in turn, before 11:00 A.M. (New York City time) (x) on the date of such
proposed B Borrowing in the case of a Notice of B Borrowing delivered
pursuant to clause (A) of paragraph (i) above and (y) three Business Days
before the date of such proposed B Borrowing in the case of a Notice of B
Borrowing delivered pursuant to clause (B) of paragraph (i) above, either

(A) cancel such B Borrowing by giving the Agent
notice to that effect, or

(B) accept one or more of the offers made by any
Bank or Banks pursuant to paragraph (ii) above, in order of the
lowest to highest rates of interest or margins (or, if two or
more Banks bid at the same rates of interest, and the amount of
accepted offers is less than the aggregate amount of such offers,
the amount to be borrowed from such Banks as part of such B
Borrowing shall be

-25-
30
allocated among such Banks pro rata on the basis of the maximum
amount offered by such Banks at such rates or margin in
connection with such B Borrowing), in any aggregate amount up to
the aggregate amount initially requested by such Borrower in the
relevant Notice of B Borrowing, by giving notice to the Agent of
the amount of each B Advance (which amount shall be equal to or
greater than the minimum amount, and equal to or less than the
maximum amount, notified to such Borrower by the Agent on behalf
of such Bank for such B Advance pursuant to paragraph (ii) above)
to be made by each Bank as part of such B Borrowing, and reject
any remaining offers made by Banks pursuant to paragraph (ii)
above by giving the Agent notice to that effect.

(iv) If the Borrower requesting such B Borrowing notifies the
Agent that such B Borrowing is cancelled pursuant to paragraph (iii)(A)
above, the Agent shall give prompt notice thereof to the Banks and such B
Borrowing shall not be made.

(v) If the Borrower requesting such B Borrowing accepts one
or more of the offers made by any Bank or Banks pursuant to paragraph
(iii)(B) above, the Agent shall in turn promptly notify (A) each Bank that
has made an offer as described in paragraph (ii) above, of the date and
aggregate amount of such B Borrowing and whether or not any offer or
offers made by such Bank pursuant to paragraph (ii) above have been
accepted by such Borrower, (B) each Bank that is to make a B Advance as
part of such B Borrowing, of the amount of each B Advance to be made by
such Bank as part of such B Borrowing, and (C) each Bank that is to make a
B Advance as part of such B Borrowing, upon receipt, that the Agent has
received forms of documents appearing to fulfill the applicable conditions
set forth in Article III. Each Bank that is to make a B Advance as part
of such B Borrowing shall, before 12:00 noon (New York City time) on the
date of such B Borrowing specified in the notice received from the Agent
pursuant to clause (A) of the preceding sentence or any later time when
such Bank shall have received notice from the Agent pursuant to clause (C)
of the preceding sentence, make available for the account of its
Applicable Lending Office to the Agent at its New York address referred to
in Section 8.02 such Bank's portion of such B Borrowing, in same day
funds. Upon fulfillment of the applicable conditions set forth in Article
III and after receipt by the Agent of such funds, the Agent will make such
funds available to such Borrower at the Agent's aforesaid address.
Promptly after each B Borrowing the Agent will notify each Bank of the
amount of the B Borrowing, the Borrower to which such B Borrowing was
made, the consequent B Reduction and the dates upon which such B Reduction
commenced and will terminate.

(b) Each B Borrowing shall be in an aggregate amount of not
less than $5,000,000 or an integral multiple of $1,000,000 in excess
thereof. Each Borrower agrees that it will not request a B Borrowing
unless, upon the making of such B Borrowing, the limitations set forth in
the proviso to the first sentence of Section 2.16(a) are complied with.

(c) Within the limits and on the conditions set forth in this
Section 2.16, each Borrower may from time to time borrow under this
Section 2.16, repay or prepay pursuant to subsection (d) below, and
reborrow under this Section 2.16, provided that a

-26-

B Borrowing shall not be made by any Borrower within three Business Days
of the date of another B Borrowing to such Borrower.

(d) Each Borrower shall repay to the Agent for the account of
each Bank which has made a B Advance to such Borrower, or each other
holder of a B Note of such Borrower, on the maturity date of each B
Advance made to such Borrower (such maturity date being that specified by
such Borrower for repayment of such B Advance in the related Notice of B
Borrowing delivered pursuant to subsection (a)(i) above and provided in
the B Note evidencing such B Advance) the then unpaid principal amount of
such B Advance. No Borrower shall have any right to prepay any principal
amount of any B Advance unless, and then only on the terms, specified by
such Borrower for such B Advance in the related Notice of B Borrowing
delivered pursuant to subsection (a)(i) above and set forth in the B Note
evidencing such B Advance.

(e) Each Borrower shall pay interest on the unpaid principal
amount of each B Advance made to such Borrower from the date of such B
Advance to the date the principal amount of such B Advance is repaid in
full, at the rate of interest for such B Advance specified by the Bank
making such B Advance in its notice with respect thereto delivered
pursuant to subsection (a)(ii) above, payable on the interest payment date
or dates specified by such Borrower for such B Advance in the related
Notice of B Borrowing delivered pursuant to subsection (a)(i) above, as
provided in the B Note evidencing such B Advance.

(f) The indebtedness of each Borrower resulting from each B
Advance made to such Borrower as part of a B Borrowing shall be evidenced
by a separate B Note of such Borrower payable to the order of the Bank
making such B Advance.

(g) The failure of any Bank to make the B Advance to be made
by it as part of any B Borrowing shall not relieve any other Bank of its
obligation, if any, hereunder to make its B Advance on the date of such B
Borrowing, but no Bank shall be responsible for the failure of any other
Bank to make the B Advance to be made by such other Bank on the date of
any B Borrowing.

Section 2.17. Optional Termination. Notwithstanding anything to
the contrary in this Agreement, if (v) any Person (other than a trustee or
other fiduciary holding securities under an employee benefit plan of TWC or of
any Subsidiary of TWC) or two or more Persons acting in concert (other than any
group of employees of TWC or of any of its Subsidiaries) shall have acquired
beneficial ownership (within the meaning of Rule 13d-3 of the Securities and
Exchange Commission under the Securities Exchange Act of 1934), directly or
indirectly, of securities of TWC (or other securities convertible into such
securities) representing 20% or more of the combined voting power of all
securities of TWC entitled to vote in the election of directors, other than
securities having such power only by reason of the happening of a contingency,
or (vi) during any period of up to 24 consecutive months, commencing before or
after the date of this Agreement, individuals who at the beginning of such
24-month period were directors of TWC or who were elected by individuals who at
the beginning of such period were such directors or by individuals elected in
accordance with this clause (ii) shall cease for any reason to constitute a
majority of the board of directors of TWC, or (vii) any Person (other than TWC
or a Wholly-Owned Subsidiary of TWC) or two or more Persons acting in concert
shall have acquired by

-27-
32
contract or otherwise, or shall have entered into a contract or arrangement
which upon consummation will result in its or their acquisition of, the power
to exercise, directly or indirectly, a controlling influence over the
management or policies of any Borrower; then the Agent shall at the request, or
may with the consent, of the holders of at least 66-2/3% in principal amount of
the A Notes then outstanding or, if no A Notes are then outstanding, Banks
having at least 66-2/3% of the Commitments, by notice to the Borrowers, declare
all of the Commitments and the obligation of each Bank to make Advances to be
terminated, whereupon all of the Commitments and each such obligation shall
forthwith terminate, and no Borrower shall have any further right to borrow
hereunder.

Section 2.18. Extension of Termination Date. By notice given to
the Agent and the Banks, at least thirty days but not more than forty-five days
before July 1 of any year after 2000, the Borrowers may request the Banks to
extend the Stated Termination Date for an additional year to a date which is an
anniversary date of the Stated Termination Date. Within thirty days after
receipt of such request, each Bank that agrees, in its sole and absolute
discretion, to so extend the Stated Termination Date shall notify the Borrowers
and the Agent that it so agrees, and if all Banks so agree the Stated
Termination Date shall be so extended.

Section 2.19. Voluntary Conversion of Advances. Any Borrower
may on any Business Day, if no Event of Default then exists as to such
Borrower, upon notice (which shall be irrevocable) given to the Agent not later
than 11:00 A.M. (x) in the case of a proposed Conversion into Eurodollar Rate
Advances, on the third Business Day prior to the date of the proposed
conversion, and (y) in the case of a proposed Conversion into Base Rate
Advances, on the date of the proposed Conversion, and subject to the provisions
of Sections 2.02 and 2.12, Convert all Advances of one Type comprising the same
A Borrowing into Advances of the other Type; provided that (i) no Conversion of
any Eurodollar Rate Advances shall occur on a day other than the last day of an
Interest Period for such Eurodollar Rate Advances, except as contemplated by
Section 2.12, and (ii) Advances may not be Converted into Eurodollar Rate
Advances if the aggregate unpaid principal amount of the Advances is less than
$20,000,000. Each such notice of a Conversion shall, within the restrictions
specified above, specify (i) the date of such Conversion, (ii) the A Advances
to be Converted, and (iii) if such Conversion is into Eurodollar Rate Advances,
the duration of the Interest Period for each such Advance.

Section 2.20. Automatic Provisions.

(a) If any Borrower shall fail to select the duration of any
Interest Period for Eurodollar Rate Advances in accordance with the provisions
contained in the definition of "Interest Period" in Section 1.01, the Agent
will forthwith so notify such Borrower and the Banks, and such Advances will
automatically, on the last day of the then existing Interest Period therefor,
Convert into Base Rate Advances.

(b) On the date on which the aggregate unpaid principal
amount of the Eurodollar Rate Advances of any Borrower shall be reduced to less
than $20,000,000, all of such Eurodollar Rate Advances shall automatically
Convert into Base Rate Advances.

-28-
33

ARTICLE III

CONDITIONS

Section 3.01. Conditions Precedent to Initial Advances. The
obligation of each Bank to make its initial Advance on or after the date hereof
is subject to the condition precedent that the Agent shall have received on or
before the date hereof, each dated on or before such date, in form and
substance satisfactory to the Agent and (except for the Notes) in sufficient
copies for each Bank:

(a) The A Notes executed severally by each of the respective
Borrowers to the order of each of the respective Banks and this Agreement
executed by the Borrowers.

(b) Certified copies of the resolutions of the Board of
Directors, or the Executive Committee thereof, of each Borrower
authorizing the execution of this Agreement and the Notes to be executed
by such Borrower.

(c) A certificate of the Secretary or an Assistant Secretary
of each Borrower certifying (i) all changes, if any, that have been made
to the Certificate of Incorporation or Bylaws of such Borrower on or after
June 15, 1995, and (ii) the names and true signatures of the officers of
such Borrower authorized to sign this Agreement, Notices of A Borrowing,
Notices of B Borrowing and the Notes to be executed by such Borrower and
any other documents to be delivered hereunder by such Borrower.

(d) An opinion of Xxxxxxx X. xxx Xxxxx, General Counsel of
TWC, substantially in the form of Exhibit C hereto and as to such other
matters as any Bank through the Agent may reasonably request.

(e) An opinion of Xxxxxxxxx & Xxxxxxxxx, L.L.P., special
counsel to the Agent, substantially in the form of Exhibit D hereto.

(f) A certificate of an officer of each Borrower (other than
WPL and WilTel) stating the respective ratings by each of S&P and Xxxxx'x
of the senior unsecured long-term debt of such Borrower as in effect on
the date of this Agreement; a certificate of an officer of WPL stating
(and showing the calculation of) the WPL Debt to TNW Ratio as of March 31,
1997; and a certificate of an officer of WilTel stating (and showing the
calculation of) the WilTel Debt to EBITDA Ratio as of March 31, 1997.

Section 3.02. Additional Conditions Precedent to Each A
Borrowing. The obligation of each Bank to make an A Advance to a Borrower on
the occasion of any A Borrowing (including the initial A Borrowing) shall be
subject to the further conditions precedent that on the date of such A
Borrowing (a) the following statements shall be true (and each of the giving of
the applicable Notice of A Borrowing and the acceptance by such Borrower of the
proceeds of such A Borrowing shall constitute a representation and warranty by
such Borrower that on the date of such A Borrowing such statements are true):

(i) The representations and warranties contained in Section
4.01 pertaining to such Borrower and its Subsidiaries are correct in all
material respects on and as of the

-29-
34
date of such A Borrowing, before and after giving effect to such A
Borrowing and to the application of the proceeds therefrom, as though made
on and as of such date,

(ii) No event has occurred and is continuing, or would result
from such A Borrowing or from the application of the proceeds therefrom,
which constitutes an Event of Default or which would constitute an Event
of Default but for the requirement that notice be given or time elapse or
both, and

(iii) After giving effect to such A Borrowing and all other
Borrowings which have been requested on or prior to such date but which
have not been made prior to such date, the aggregate principal amount of
all Advances will not exceed the aggregate of the Commitments of the Banks
to TWC (computed without regard to any B Reduction);

and (b) the Agent shall have received such other approvals, opinions or
documents as any Bank through the Agent may reasonably request.

Section 3.03. Conditions Precedent to Each B Borrowing. The
obligation of each Bank which is to make a B Advance to a Borrower on the
occasion of a B Borrowing (including the initial B Borrowing) to make such B
Advance as part of such B Borrowing is subject to the further conditions
precedent that (i) at or before the time required by paragraph (iii) of Section
2.16(a), the Agent shall have received the written confirmatory notice of such
B Borrowing contemplated by such paragraph, (ii) on or before the date of such
B Borrowing, but prior to such B Borrowing, the Agent shall have received a B
Note executed by such Borrower payable to the order of such Bank for each of
the one or more B Advances to be made by such Bank as part of such B Borrowing,
in a principal amount equal to the principal amount of the B Advance to be
evidenced thereby and otherwise on such terms as were agreed to for such B
Advance in accordance with Section 2.16, and (iii) on the date of such B
Borrowing (a) the following statements shall be true (and each of the giving of
the applicable Notice of B Borrowing and the acceptance by such Borrower of the
proceeds of such B Borrowing shall constitute a representation and warranty by
such Borrower that on the date of such B Borrowing such statements are true):

(1) The representations and warranties contained in Section
4.01 pertaining to such Borrower and its Subsidiaries are correct on and
as of the date of such B Borrowing, before and after giving effect to such
B Borrowing and to the application of the proceeds therefrom, as though
made on and as of such date,

(2) No event has occurred and is continuing, or would result
from such B Borrowing or from the application of the proceeds therefrom,
which constitutes an Event of Default or which would constitute an Event
of Default but for the requirement that notice be given or time elapse or
both,

(3) Following the making of such B Borrowing and all other
Borrowings to be made on the same day to such Borrower under this
Agreement, the aggregate principal amount of all Advances to such Borrower
then outstanding will not exceed the aggregate amount of the Commitments
to such Borrower (computed without regard to any B Reduction), and

-30-
35
(4) After giving effect to such B Borrowing and all other
Borrowings which have been requested on or prior to such date but which
have not been made prior to such date, the aggregate principal amount of
all Advances will not exceed the aggregate of the Commitments of the Banks
to TWC (computed without regard to any B Reduction);

and (b) the Agent shall have received such other approvals, opinions or
documents as any Bank through the Agent may reasonably request.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

Section 4.01. Representations and Warranties of the Borrowers.
Each Borrower represents and warrants as to itself and its Subsidiaries as
follows:

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

(b) The execution, delivery and performance by each Borrower
of this Agreement and the Notes and the consummation of the transactions
contemplated by this Agreement are within such Borrower's corporate or
limited liability company powers, have been duly authorized by all
necessary corporate or limited liability company action, do not contravene
(i) such Borrower's charter, by-laws, or formation agreement, or (ii) law
or any contractual restriction binding on or affecting such Borrower and
will not result in or require the creation or imposition of any Lien
prohibited by this Agreement. At the time of each borrowing of any
Advance by a Borrower, such borrowing and the use of the proceeds of such
Advance will be within such Borrower's corporate or limited liability
company xxxxxx, xxxx have been duly authorized by all necessary corporate
or limited liability company action, will not contravene (i) such
Borrower's charter, by-laws, or formation agreement, or (ii) law or any
contractual restriction binding on or affecting such Borrower and will not
result in or require the creation or imposition of any Lien prohibited by
this Agreement.

-31-
36
(c) No authorization or approval or other action by, and no
notice to or filing with, any governmental authority or regulatory body is
required for the due execution, delivery and performance by any Borrower
of this Agreement or the Notes or the consummation of the transactions
contemplated by this Agreement. At the time of each borrowing of any
Advance by a Borrower, no authorization or approval or other action by,
and no notice to or filing with, any governmental authority or regulatory
body will be required for such borrowing or the use of the proceeds of
such Advance.

(d) This Agreement has been duly executed and delivered by
each Borrower. This Agreement is the legal, valid and binding obligation
of each Borrower enforceable against each Borrower in accordance with its
terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law
affecting creditors' rights generally and by general principles of equity.
The A Notes of each Borrower are, and when executed the B Notes of such
Borrower will be, the legal, valid and binding obligations of such
Borrower enforceable against such Borrower in accordance with their
respective terms, except as such enforceability may be limited by any
applicable bankruptcy, insolvency, reorganization, moratorium or similar
law affecting creditors' rights generally and by general principles of
equity.

(e) (i) The Consolidated and consolidating balance sheets of
TWC and its Subsidiaries as at December 31, 1996, and the related
Consolidated and consolidating statements of income and cash flows of TWC
and its Subsidiaries for the fiscal year then ended, copies of which have
been furnished to each Bank, and the Consolidated and consolidating
balance sheets of TWC and its Subsidiaries as at March 31, 1997, and the
related Consolidated and consolidating statements of income and cash flows
of TWC and its Subsidiaries for the three months then ended, duly
certified by an authorized financial officer of TWC, copies of which have
been furnished to each Bank, fairly present, subject, in the case of such
balance sheets as at March 31, 1997, and such statements of income and
cash flows for the three months then ended, to year-end audit adjustments,
the Consolidated and consolidating financial condition of TWC and its
Subsidiaries as at such dates and the Consolidated and consolidating
results of operations of TWC and its Subsidiaries for the year and three
month period, respectively, ended on such dates, all in accordance with
generally accepted accounting principles consistently applied. Since
March 31, 1997, there has been no material adverse change in the condition
or operations of TWC or its Subsidiaries.

(ii) The consolidating balance sheets of TWC and its
Subsidiaries as at December 31, 1996, and March 31, 1997, referred to in
Section 4.01(e)(i), and the related consolidating statements of income and
cash flows of TWC and its Subsidiaries for the fiscal year and three
months, respectively, then ended referred to in Section 4.01(e)(i), to the
extent such balance sheets and statements pertain to NWP, fairly present
(subject, in the case of such balance sheet as at March 31, 1997 and such
statements of income and cash flows for the three months then ended, to
year-end audit adjustments) the Consolidated financial condition of NWP
and its Subsidiaries as at such dates and the Consolidated results of
operations of NWP and its Subsidiaries for the year and three month
period, respectively, ended on such dates, all in accordance with
generally accepted accounting principles consistently applied. Since
March 31, 1997, there has been no material adverse change in the condition
or operations of NWP or its Subsidiaries.

-32-
37
(iii) The Consolidated balance sheet of WPL and its
Subsidiaries as at December 31, 1996, and the related Consolidated
statement of income and cash flows of WPL and its Subsidiaries for the
fiscal year then ended, copies of which have been furnished to each Bank,
and the Consolidated balance sheet of WPL and its Subsidiaries as at March
31, 1997, and the related Consolidated statement of income and cash flows
of WPL and its Subsidiaries for the three months then ended, duly
certified by an authorized financial officer of WPL, copies of which have
been furnished to each Bank, fairly present, subject, in the case of such
balance sheet as at March 31, 1997, and such statement of income and cash
flows for the three months then ended, to year-end audit adjustments, the
Consolidated financial condition of WPL and its Subsidiaries as at such
dates and the Consolidated results of operations of WPL and its
Subsidiaries for the year and three month period, respectively, ended on
such dates, all in accordance with generally accepted accounting
principles consistently applied. Since March 31, 1997, there has been no
material adverse change in the condition or operations of WPL or its
Subsidiaries.

(iv) The Consolidated balance sheet of TGPL and its
Subsidiaries as at December 31, 1996, and the related Consolidated
statement of income and cash flows of TGPL and its Subsidiaries for the
fiscal year then ended, copies of which have been furnished to each Bank,
and the Consolidated balance sheet of TGPL and its Subsidiaries as at
March 31, 1997, and the related Consolidated statement of income and cash
flows of TGPL and its Subsidiaries for the three months then ended, duly
certified by an authorized financial officer of TGPL, copies of which have
been furnished to each Bank, fairly present, subject, in the case of such
balance sheet as at March 31, 1997, and such statement of income and cash
flows for the three months then ended, to year-end audit adjustments, the
Consolidated financial condition of TGPL and its Subsidiaries as at such
dates and the Consolidated results of operations of TGPL and its
Subsidiaries for the year and three month period, respectively, ended on
such dates, all in accordance with generally accepted accounting
principles consistently applied. Since March 31, 1997, there has been no
material adverse change in the condition or operations of TGPL or its
Subsidiaries.

(v) The Consolidated balance sheet of TGT and its
Subsidiaries as at December 31, 1996, and the related Consolidated
statement of income and cash flows of TGT and its Subsidiaries for the
fiscal year then ended, copies of which have been furnished to each Bank,
and the Consolidated balance sheet of TGT and its Subsidiaries as at March
31, 1997, and the related Consolidated statement of income and cash flows
of TGT and its Subsidiaries for the three months then ended, duly
certified by an authorized financial officer of TGT, copies of which have
been furnished to each Bank, fairly present, subject, in the case of such
balance sheet as at March 31, 1997, and such statement of income and cash
flows for the three months then ended, to year-end audit adjustments, the
Consolidated financial condition of TGT and its Subsidiaries as at such
dates and the Consolidated results of operations of TGT and its
Subsidiaries for the year and three month period, respectively, ended on
such dates, all in accordance with generally accepted accounting
principles consistently applied. Since March 31, 1997, there has been no
material adverse change in the condition or operations of TGT or its
Subsidiaries.

-33-
38
(vi) The Consolidated balance sheet of WHD and its
Subsidiaries as at December 31, 1996, and the related Consolidated
statement of income and cash flows of WHD and its Subsidiaries for the
fiscal year then ended, copies of which have been furnished to each Bank,
and the Consolidated balance sheet of WHD and its Subsidiaries as at March
31, 1997, and the related Consolidated statement of income and cash flows
of WHD and its Subsidiaries for the three months then ended, duly
certified by an authorized financial officer of WHD, copies of which have
been furnished to each Bank, fairly present, subject, in the case of such
balance sheet as at March 31, 1997, and such statement of income and cash
flows for the three months then ended, to year-end audit adjustments, the
Consolidated financial condition of WHD and its Subsidiaries as at such
dates and the Consolidated results of operations of WHD and its
Subsidiaries for the year and three month period, respectively, ended on
such dates, all in accordance with generally accepted accounting
principles consistently applied. Since March 31, 1997, there has been no
material adverse change in the condition or operations of WHD or its
Subsidiaries.

(vii) The Consolidated balance sheet of Xxxxxxxx
Telecommunications Systems, Inc. ("WTS"), a predecessor of WilTel, as at
December 31, 1996, and the related Consolidated statement of income and
cash flows of WTS for the fiscal year then ended, copies of which have
been furnished to each Bank, and the Consolidated balance sheet of WTS as
at March 31, 1997, and the related Consolidated statement of income and
cash flows of WTS for the three months then ended, duly certified by an
authorized financial officer of WTS, copies of which have been furnished
to each Bank, fairly present, subject, in the case of such balance sheet
as at March 31, 1997, and such statement of income and cash flows for the
three months then ended, to year-end audit adjustments, the Consolidated
financial condition of WTS as at such dates and the Consolidated results
of operations of WTS for the year and three month period, respectively,
ended on such dates, all in accordance with generally accepted accounting
principles consistently applied. From March 31, 1997, to April 30, 1997,
there was no material adverse change in the condition or operations of
WTS, which was merged into WilTel on April 30, 1997. Since May 1, 1997,
there has been no material adverse change in the condition or operations
of WilTel.

(f) Except as set forth in the Public Filings or as otherwise
disclosed in writing by a Borrower to the Banks and the Agent after the
date hereof and approved by the Majority Banks, there is, as to each
Borrower, no pending or, to the knowledge of such Borrower, threatened
action or proceeding affecting such Borrower or any Subsidiary of such
Borrower before any court, governmental agency or arbitrator, which could
reasonably be expected to materially and adversely affect the financial
condition or operations of such Borrower and its Subsidiaries taken as a
whole or which purports to affect the legality, validity, binding effect
or enforceability of this Agreement or any Note.

(g) No proceeds of any Advance will be used for any purpose
or in any manner not permitted by Section 5.02(k).

(h) No Borrower is engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock (within the
meaning of Regulation U issued by the Board of Governors of the Federal
Reserve System), and no proceeds of any

-34-
39
Advance will be used to purchase or carry any such margin stock (other
than purchases of common stock expressly permitted by Section 5.02(k)) or
to extend credit to others for the purpose of purchasing or carrying any
such margin stock. Following the application of the proceeds of each
Advance, not more than 25% of the value of the assets of any Borrower will
be represented by such margin stock and not more than 25% of the value of
the assets of any Borrower and its Subsidiaries will be represented by
such margin stock.

(i) No Borrower is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the
Investment Company Act of 1940, as amended.

(j) No Termination Event has occurred or is reasonably
expected to occur with respect to any Plan for which an Insufficiency
exists. No Borrower nor any ERISA Affiliate of any Borrower has received
any notification that any Multiemployer Plan is in reorganization or has
been terminated, within the meaning of Title IV of ERISA, and no Borrower
is aware of any reason to expect that any Multiemployer Plan is to be in
reorganization or to be terminated within the meaning of Title IV of
ERISA.

(k) As of the date of this Agreement, the United States
federal income tax returns of each Borrower (other than WHD and WilTel)
and the material Subsidiaries of each Borrower (other than Subsidiaries
not in existence on December 31, 1989) have been examined through the
fiscal year ended December 31, 1989. Each Borrower and the Subsidiaries
of each Borrower have filed all United States Federal income tax returns
and all other material domestic tax returns which are required to be filed
by them and have paid, or provided for the payment before the same become
delinquent of, all taxes due pursuant to such returns or pursuant to any
assessment received by any Borrower or any such Subsidiary, other than
those taxes contested in good faith by appropriate proceedings. The
charges, accruals and reserves on the books of each Borrower and the
material Subsidiaries of each Borrower in respect of taxes are adequate.

(l) No Borrower 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," or a "public utility"
within the meaning of the Public Utility Holding Company Act of 1935, as
amended.

(m) Except as set forth in the Public Filings or as otherwise
disclosed in writing by a Borrower to the Banks and the Agent after the
date hereof and approved by the Majority Banks, the Borrowers and their
respective material Subsidiaries are in compliance in all material
respects with all Environmental Protection Statutes to the extent material
to their respective operations or financial condition. Except as set
forth in the Public Filings or as otherwise disclosed in writing by a
Borrower to the Banks and the Agent after the date hereof and approved by
the Majority Banks, the aggregate contingent and non-contingent
liabilities of each Borrower and its Subsidiaries (other than those
reserved for in accordance with generally accepted accounting principles
and set forth in the financial statements regarding such Borrower referred
to in Section 4.01(e) and delivered to each Bank) which are reasonably
expected to arise in connection with (i) the requirements of Environmental
Protection Statutes or (ii) any obligation or liability to any

-35-
40
Person in connection with any Environmental matters (including, without
limitation, any release or threatened release (as such terms are defined
in the Comprehensive Environmental Response, Compensation and Liability
Act of 1980) of any Hazardous Waste, Hazardous Substance, other waste,
petroleum or petroleum products into the Environment) does not exceed 10%
of the Consolidated Tangible Net Worth of such Borrower (excluding
liabilities to the extent covered by insurance if the insurer has
confirmed that such insurance covers such liabilities or which such
Borrower reasonably expects to recover from ratepayers).

ARTICLE V

COVENANTS OF THE BORROWERS

Section 5.01. Affirmative Covenants. So long as any Note shall
remain unpaid or any Bank shall have any Commitment to any Borrower hereunder,
each Borrower will, unless the Majority Banks shall otherwise consent in
writing:

(a) Compliance with Laws, Etc. Comply, and cause each of its
Subsidiaries to comply, in all material respects with all applicable laws,
rules, regulations and orders (except where failure to comply could not
reasonably be expected to have a material adverse effect on the business,
assets, condition or operations of such Borrower and its Subsidiaries taken as
a whole), such compliance to include, without limitation, the payment and
discharge before the same become delinquent of all taxes, assessments and
governmental charges or levies imposed upon it or any of its Subsidiaries or
upon any of its property or any property of any of its Subsidiaries, and all
lawful claims which, if unpaid, might become a Lien upon any property of it or
any of its Subsidiaries, provided that no Borrower nor any Subsidiary of a
Borrower shall be required to pay any such tax, assessment, charge, levy or
claim which is being contested in good faith and by proper proceedings and with
respect to which reserves in conformity with generally accepted accounting
principles, if required by such principles, have been provided on the books of
such Borrower or such Subsidiary, as the case may be.

(b) Reporting Requirements. Furnish to each of the Banks:

(i) as soon as possible and in any event within five
days after the occurrence of each Event of Default or each event
which, with the giving of notice or lapse of time or both, would
constitute an Event of Default, continuing on the date of such
statement, a statement of an authorized financial officer of such
Borrower setting forth the details of such Event of Default or
event and the actions, if any, which such Borrower has taken and
proposes to take with respect thereto;

(ii) as soon as available and in any event not later
than 60 days after the end of each of the first three quarters of
each fiscal year of such Borrower, the Consolidated balance
sheets of such Borrower and its Subsidiaries as of the end of
such quarter and the Consolidated statements of income and cash
flows of such Borrower and its Subsidiaries for the period
commencing at the end of the previous year and ending with the
end of such quarter, all in reasonable detail and

-36-
41
duly certified (subject to year-end audit adjustments) by an
authorized financial officer of such Borrower as having been
prepared in accordance with generally accepted accounting
principles, together with a certificate of said officer (a)
stating that he has no knowledge that an Event of Default, or an
event which, with notice or lapse of time or both, would
constitute an Event of Default has occurred and is continuing or,
if an Event of Default or such an event has occurred and is
continuing, a statement as to the nature thereof and the action,
if any, which such Borrower proposes to take with respect
thereto, and (b) showing in detail the calculation supporting
such statement in respect of Section 5.02(b);

(iii) as soon as available and in any event not later
than 105 days after the end of each fiscal year of such Borrower,
a copy of the annual audit report for such year for such Borrower
and its Subsidiaries, including therein Consolidated balance
sheets of such Borrower and its Subsidiaries as of the end of
such fiscal year and Consolidated statements of income and cash
flows of such Borrower and its Subsidiaries for such fiscal year,
in each case prepared in accordance with generally accepted
accounting principles and certified by Ernst & Young, LLP or
other independent certified public accountants of recognized
standing acceptable to the Majority Banks, together with a
certificate of such accounting firm to the Banks (a) stating
that, in the course of the regular audit of the business of such
Borrower and its Subsidiaries, which audit was conducted by such
accounting firm in accordance with generally accepted auditing
standards, such accounting firm has obtained no knowledge that an
Event of Default or an event which, with notice or lapse of time
or both, would constitute an Event of Default, has occurred and
is continuing, or if, in the opinion of such accounting firm, an
Event of Default or such an event has occurred and is continuing,
a statement as to the nature thereof, and (b) showing in detail
the calculations supporting such statement in respect of Section
5.02(b); provided, however, that in the case of NWP the primary
audited financial statements required by this Section
5.01(b)(iii) may be presented on a historical cost basis, but
such audited financial statements shall include, as additional
information, on a push-down basis reflecting the purchase price
of NWP paid by TWC, a Consolidated balance sheet, a Consolidated
statement of income and a Consolidated cash flow statement of NWP
and its Subsidiaries as of the end of and for the relevant fiscal
year, all prepared in accordance with generally accepted
accounting principles but excluding footnotes for the push-down
financial statements;

(iv) such other information respecting the business
or properties, or the condition or operations, financial or
otherwise, of such Borrower or any of its material Subsidiaries
as any Bank through the Agent may from time to time reasonably
request;

(v) promptly after the sending or filing thereof, copies
of all proxy material, reports and other information which such
Borrower sends to any of its security holders, and copies of all
final reports and final registration statements which such
Borrower or any material Subsidiary of such Borrower files with
the Securities and Exchange Commission or any national securities
exchange;

-37-
42
(vi) as soon as possible and in any event (A) within 30
Business Days after such Borrower or any ERISA Affiliate of such
Borrower knows or has reason to know that any Termination Event
described in clause (i) of the definition of Termination Event
with respect to any Plan has occurred and (B) within 30 Business
Days after such Borrower or any ERISA Affiliate of such Borrower
knows or has reason to know that any other Termination Event with
respect to any Plan has occurred or is reasonably expected to
occur, a statement of the chief financial officer or chief
accounting officer of such Borrower describing such Termination
Event and the action, if any, which such Borrower or such ERISA
Affiliate of such Borrower proposes to take with respect thereto;

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

(viii) within 30 days following request therefor by any
Bank, copies of each Schedule B (Actuarial Information) to each
annual report (Form 5500 Series) of such Borrower or any ERISA
Affiliate of such Borrower with respect to each Plan;

(ix) promptly and in any event within 25 Business Days
after receipt thereof by such Borrower or any ERISA Affiliate of
such Borrower from the sponsor of a Multiemployer Plan, a copy of
each notice received by such Borrower or any ERISA Affiliate of
such Borrower concerning (A) the imposition of a Withdrawal
Liability by a Multiemployer Plan, (B) the determination that a
Multiemployer Plan is, or is expected to be, in reorganization
within the meaning of Title IV of ERISA, (C) the termination of a
Multiemployer Plan within the meaning of Title IV of ERISA, or
(D) the amount of liability incurred, or expected to be incurred,
by such Borrower or any ERISA Affiliate of such Borrower in
connection with any event described in clause (A), (B) or (C)
above;

(x) not more than 60 days (or 105 days in the case of
the last fiscal quarter of a fiscal year of such Borrower) after
the end of each fiscal quarter of such Borrower, a certificate of
an authorized financial officer of such Borrower (a) stating the
respective ratings, if any, by each of S&P and Xxxxx'x of the
senior unsecured long-term debt of such Borrower as of the last
day of such quarter, (b) if such Borrower is WPL and WPL is
Unrated, stating (and showing the calculation of) the WPL Debt to
TNW Ratio on the last day of such quarter, and (c) if such
Borrower is WilTel and WilTel is Unrated, stating (and showing
the calculation of) the WilTel Debt to EBITDA Ratio on the last
day of such quarter; and

(xi) promptly after any withdrawal or termination of the
letter referred to in the second to last sentence of Section 1.05
or any change in the indicated rating set forth therein or any
change in, or issuance, withdrawal or termination

-38-
43
of, the rating of any senior unsecured long-term debt of such
Borrower by S&P or Xxxxx'x, notice thereof.

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

(d) Preservation of Corporate Existence, Etc. Preserve and
maintain, and cause each of its Subsidiaries to preserve and maintain, its
corporate existence, rights, franchises and privileges in the jurisdiction
of its incorporation, and qualify and remain qualified, and cause each
Subsidiary to qualify and remain qualified, as a foreign corporation in
each jurisdiction in which qualification is necessary or desirable in view
of its business and operations or the ownership of its properties, except
(1) in the case of any Non-Borrowing Subsidiary of such Borrower, where
the failure of such Subsidiary to so preserve, maintain, qualify and
remain qualified could not reasonably be expected to have a material
adverse effect on the business, assets, condition or operations of such
Borrower and its Subsidiaries taken as a whole and (2) in the case of such
Borrower, where the failure of such Borrower to preserve and maintain such
rights, franchises and privileges and to so qualify and remain qualified
could not reasonably be expected to have a material adverse effect on the
business, assets, condition or operations of such Borrower and its
Subsidiaries taken as a whole.

Section 5.02. Negative Covenants. So long as any Note shall
remain unpaid or any Bank shall have any Commitment to any Borrower hereunder,
no Borrower will, without the written consent of the Majority Banks:

(a) Liens, Etc. Create, assume, incur or suffer to exist, or
permit any of its Subsidiaries to create, assume, incur or suffer to
exist, any Lien on or in respect of any of its property, whether now owned
or hereafter acquired, or assign or otherwise convey, or permit any such
Subsidiary to assign or otherwise convey, any right to receive income, in
each case to secure or provide for the payment of any Debt of any Person,
except that:

(i) TWC and its Non-Borrowing Subsidiaries which are
not Subsidiaries of any other Borrower may create, incur, assume
or suffer to exist Permitted TWC Liens;

(ii) WHD and its Non-Borrowing Subsidiaries which are
not Subsidiaries of any other Borrower (other than TWC) may
create, incur, assume or suffer to exist Permitted WHD Liens;

(iii) NWP and its Non-Borrowing Subsidiaries may
create, incur, assume or suffer to exist Permitted NWP Liens;

-39-
44
(iv) TGPL and its Non-Borrowing Subsidiaries may
create, incur, assume or suffer to exist Permitted TGPL Liens;

(v) TGT and its Non-Borrowing Subsidiaries may
create, incur, assume or suffer to exist Permitted TGT Liens; and

(vi) WPL and its Non-Borrowing Subsidiaries may
create, incur, assume or suffer to exist Permitted WPL Liens.

(vii) WilTel and its Non-Borrowing Subsidiaries may
create, incur, assume or suffer to exist Permitted WilTel Liens.

(b) Debt. (i) In the case of TWC, permit the ratio of (A)
the aggregate amount of all Debt of TWC and its Subsidiaries on a
Consolidated basis to (B) the sum of the Consolidated Net Worth of TWC
plus the aggregate amount of all Debt of TWC and its Subsidiaries on a
Consolidated basis to exceed 0.65 to 1.0 at any time;

(ii) In the case of WHD, permit the ratio of (A) the aggregate
amount of all Debt of WHD and its Subsidiaries on a Consolidated basis to
(B) the sum of the Consolidated Net Worth of WHD plus the aggregate amount
of all Debt of WHD and its Subsidiaries on a Consolidated basis to exceed
0.55 to 1.0 at any time; and

(iii) In the case of any Borrower (other than TWC and WHD),
permit the ratio of (A) the aggregate amount of all Debt of such Borrower
and its Subsidiaries on a Consolidated basis to (B) the sum of the
Consolidated Net Worth of such Borrower plus the aggregate amount of all
Debt of such Borrower and its Subsidiaries on a Consolidated basis to
exceed 0.60 to 1.0 at any time.

(c) Merger and Sale of Assets. Merge or consolidate with or
into any other Person, or sell, lease or otherwise transfer all or
substantially all of its assets, or permit any of its material
Subsidiaries to merge or consolidate with or into any other Person, or
sell, lease or otherwise transfer all or substantially all of its assets,
except that this Section 5.02(c) shall not prohibit:

(i) any Borrower and its Subsidiaries from selling,
leasing or otherwise transferring their respective assets in the
ordinary course of business;

(ii) any merger, consolidation or sale, lease or other
transfer of assets involving only TWC and its Subsidiaries;
provided, however, that transactions under this paragraph (ii)
shall be permitted if, and only if, (x) there shall not exist or
result an Event of Default or an event which with notice or lapse
of time or both would constitute an Event of Default and (y) in
the case of each transaction referred to in this paragraph (ii)
involving any Borrower or any of its Subsidiaries, such
transaction could not reasonably be expected to impair materially
the ability of such Borrower to perform its obligations hereunder
and under the Notes and such Borrower shall continue to exist;

-40-
45
(iii) any Borrower and its Subsidiaries from selling,
leasing or otherwise transferring their respective gathering
assets and other production area facilities, or the stock of any
Person substantially all of the assets of which are gathering
assets and other production area facilities, to TWC or to any
Subsidiary of TWC for consideration that is not materially less
than the net book value of such assets and facilities; provided,
however, that transactions under this paragraph (iii) shall be
permitted if, and only if, there shall not exist or result an
Event of Default or an event which with notice or lapse of time
or both would constitute an Event of Default;

(iv) any sale and lease-back of cushion gas by any
Borrower or any of its Subsidiaries or any sale and lease-back of
inventory by WPL or any of its Subsidiaries (other than another
Borrower);

(v) sales of receivables of any kind; or

(vi) any sale, lease or other transfer of any stock
or assets of Transco Energy Company and its Subsidiaries;
provided, however, that transactions under this paragraph (vi)
shall be permitted if, and only if, prior to the time of such
transaction Transco Energy Company and its Subsidiaries shall
have transferred to TWC all of their respective interests in TGPL
and TGT and shall not have reacquired any such interest and there
shall not exist or result an Event of Default or an event which
with notice or lapse of time or both would constitute an Event of
Default.

(d) Agreements to Restrict Dividends and Certain Transfers.
Enter into or suffer to exist, or permit any of its Subsidiaries to enter
into or suffer to exist, any consensual encumbrance or restriction on the
ability of any Subsidiary of TWC (i) to pay, directly or indirectly,
dividends or make any other distributions in respect of its capital stock
or pay any Debt or other obligation owed to TWC or to any Subsidiary of
TWC; or (ii) to make loans or advances to TWC or any Subsidiary of TWC,
except (1) encumbrances and restrictions on any immaterial Non- Borrowing
Subsidiary of TWC (other than WNG and WFS), (2) those encumbrances and
restrictions existing on the date hereof and described in Exhibit E, (3)
other encumbrances and restrictions now or hereafter existing of any
Borrower or any of its Non-Borrowing Subsidiaries that are not more
restrictive in any material respect than the encumbrances and restrictions
with respect to such Borrower or its Non-Borrowing Subsidiaries described
in Exhibit E, and (4) any encumbrances and restrictions created in
connection with any sale and lease-back of cushion gas by any Borrower or
any Subsidiary of any Borrower or any sale and lease-back of inventory by
WPL or any of its Subsidiaries (other than another Borrower).

(e) Loans and Advances. Borrow or otherwise receive any loan
or advance from TWC, and TWC will not make or permit to remain outstanding
any loan or advance to, or own, purchase or acquire any obligations or
debt securities of, any Subsidiary of TWC, except that TWC may make and
permit to remain outstanding loans and advances to its Subsidiaries (and
such Subsidiaries may borrow or otherwise receive such loans and advances)
if each such loan or advance (excluding loans and advances to a Subsidiary
of

-41-
46
TWC if the aggregate principal amount of all such excluded loans and
advances to such Subsidiary does not exceed $100,000) is evidenced by a
written instrument duly executed by the Subsidiary of TWC to which such
loan or advance is made, bears interest at TWC's or such Subsidiary's
market rate of interest and matures on or before the Termination Date.

(f) Maintenance of Ownership of Certain Subsidiaries. Sell,
issue or otherwise dispose of, or create, assume, incur or suffer to exist
any Lien on or in respect of, or permit any of its Subsidiaries to sell,
issue or otherwise dispose of or create, assume, incur or suffer to exist
any Lien on or in respect of, any shares of or any interest in any shares
of the capital stock of (1) WHD, WNG, WFS, WPL, TGPL, TGT or NWP or any of
their respective material Subsidiaries or (2) any Subsidiary of TWC at the
time it owns any shares of or any interest in any shares of the capital
stock of WHD, WNG, WFS, WPL, TGPL, TGT or NWP or any of their respective
material Subsidiaries; provided, however, that, this Section 5.02(f) shall
not prohibit the sale or other disposition of the stock of any Subsidiary
of TWC to TWC or any Wholly-Owned Subsidiary of TWC if, but only if, (x)
there shall not exist or result an Event of Default or an event which with
notice or lapse of time or both would constitute an Event of Default and
(y) in the case of each sale or other disposition referred to in this
proviso involving any Borrower or any of its Subsidiaries, such sale or
other disposition could not reasonably be expected to impair materially
the ability of such Borrower to perform its obligations hereunder and
under the Notes and such Borrower shall continue to exist.

(g) Compliance with ERISA. (i) Terminate, or permit any
ERISA Affiliate of such Borrower to terminate, any Plan so as to result in
any liability of such Borrower or any such ERISA Affiliate to the PBGC in
excess of $5,000,000, or (ii) permit to exist any occurrence of any
Termination Event with respect to a Plan for which there is an
Insufficiency in excess of $5,000,000.

(h) Transactions with Related Parties. Make any sale to,
make any purchase from, extend credit to, make payment for services
rendered by, or enter into any other transaction with, or permit any
material Subsidiary of such Borrower to make any sale to, make any
purchase from, extend credit to, make payment for services rendered by, or
enter into any other transaction with, any Related Party of such Borrower
or of such Subsidiary unless as a whole such sales, purchases, extensions
of credit, rendition of services and other transactions are (at the time
such sale, purchase, extension of credit, rendition of services or other
transaction is entered into) on terms and conditions reasonably fair in
all material respects to such Borrower or such Subsidiary in the good
faith judgment of such Borrower.

(i) Guarantees. Guarantee or otherwise become contingently
liable for, or permit any of its Subsidiaries to guarantee or otherwise
become contingently liable for, Debt of any Subsidiary of TWC (other than
Xxxxxxxx Energy Company and its Subsidiaries which are not Borrowers)
while an Event of Default is continuing.

(j) Sale and Lease-Back Transactions. Enter into, or permit
any of its Subsidiaries to enter into, any Sale and Lease-Back
Transaction, if after giving effect

-42-
47
thereto such Borrower would not be permitted to incur at least $1.00 of
additional Debt secured by a Lien permitted by (i) paragraph (z) of
Schedule III in the case of NWP and its Subsidiaries, (ii) paragraph (z)
of Schedule VI in the case of TWC and its Non-Borrowing Subsidiaries which
are not Subsidiaries of any other Borrower, (iii) paragraph (z) of
Schedule IV in the case of TGPL and its Subsidiaries, (iv) paragraph (z)
of Schedule V in the case of TGT and its Subsidiaries, (v) paragraph (i)
of Schedule VII in the case of WPL and its Subsidiaries, (vi) paragraph
(z) of Schedule VIII in the case of WHD and its Subsidiaries, and (vii)
paragraph ( ) of Schedule IX in the case of WilTel and its Subsidiaries.

(k) Use of Proceeds. Use any proceeds of any Advance for any
purpose other than general corporate purposes (including, without
limitation, repurchases by TWC of its capital stock, working capital and
capital expenditures) or use any such proceeds in any manner which
violates or results in a violation of law; provided, however that no
proceeds of any Advance will be used to acquire any equity security of a
class which is registered pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended, (other than any purchase of common stock
of any corporation, if such purchase is not subject to Sections 13 and 14
of the Securities Exchange Act of 1934 and is not opposed, resisted or
recommended against by such corporation or its management or directors,
provided that the aggregate amount of common stock of any corporation
(other than Apco Argentina Inc., a Cayman Islands corporation) purchased
during any calendar year shall not exceed 1% of the common stock of such
corporation issued and outstanding at the time of such purchase) or in any
manner which contravenes law, and no proceeds of any Advance will be used
to purchase or carry any margin stock (within the meaning of Regulation G
or Regulation U issued by the Board of Governors of the Federal Reserve
System), except purchases by TWC of its capital stock if, after giving
effect thereto, none of the Advances would constitute purpose credit
within the meaning of such Regulation U or purpose credit within the
meaning of such Regulation G.

ARTICLE VI

EVENTS OF DEFAULT

Section 6.01. Events of Default. If any of the following events
("Events of Default") shall occur and be continuing:

(a) Any Borrower shall fail to pay any principal of any Note
executed by it when the same becomes due and payable, or shall fail to pay
any interest on any such Note or any fee or other amount to be paid by it
hereunder within ten days after the same becomes due and payable; or

(b) Any certification, representation or warranty made by any
Borrower herein or by any Borrower (or any officer of any Borrower) in
writing under or in connection with any Note or this Agreement (including,
without limitation, representations and warranties deemed made pursuant to
Section 3.02 or 3.03) shall prove to have been incorrect in any material
respect when made or deemed made; or

-43-
48
(c) Any Borrower shall fail to perform or observe (i) any
term, covenant or agreement contained in Section 5.01(b) on its part to be
performed or observed and such failure shall continue for five Business
Days after the earlier of the date notice thereof shall have been given to
such Borrower by the Agent or any Bank or the date such Borrower shall
have knowledge of such failure, or (ii) any term, covenant or agreement
contained in this Agreement (other than a term, covenant or agreement
contained in Section 5.01(b)) or any Note on its part to be performed or
observed; or

(d) Any Borrower or any Subsidiary of any Borrower shall fail
to pay any principal of or premium or interest on any Debt which is
outstanding in a principal amount of at least $60,000,000 in the aggregate
(excluding Debt evidenced by the Notes) of such Borrower or such
Subsidiary (as the case may be), when the same becomes due and payable
(whether by scheduled maturity, required prepayment, acceleration, demand
or otherwise), and such failure shall continue after the applicable grace
period, if any, specified in the agreement or instrument relating to such
Debt; or any other event shall occur or condition shall exist under any
agreement or instrument relating to any such Debt and shall continue after
the applicable grace period, if any, specified in such agreement or
instrument, if the effect of such event or condition is to accelerate, or
to permit the acceleration of, the maturity of such Debt; or any such Debt
shall be declared to be due and payable, or required to be prepaid (other
than by a regularly scheduled required prepayment or as required pursuant
to an illegality event of the type set forth in Section 2.12), prior to
the stated maturity thereof; provided, however, that the provisions of
this Section 6.01(d) shall not apply to any Non-Recourse Debt of any
Subsidiary of a Borrower; or

(e) Any Borrower or any material Subsidiary of any Borrower
shall generally not pay its debts as such debts become due, or shall admit
in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall
be instituted by or against any Borrower or any material Subsidiary of any
Borrower seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment,
protection, relief, or composition of it or its debts under any law
relating to bankruptcy, insolvency or reorganization or relief of debtors,
or seeking the entry of an order for relief or the appointment of a
receiver, trustee, or other similar official for it or for any substantial
part of its property and, in the case of any such proceeding instituted
against it (but not instituted by it), shall remain undismissed or
unstayed for a period of 30 days; or any Borrower or any material
Subsidiary of any Borrower shall take any action to authorize any of the
actions set forth above in this subsection (e); or

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

-44-
49
(g) Any Termination Event with respect to a Plan shall have
occurred and, 30 days after notice thereof shall have been given to any
Borrower by the Agent, (i) such Termination Event shall still exist and
(ii) the sum (determined as of the date of occurrence of such Termination
Event) of the Insufficiency of such Plan and the Insufficiency of any and
all other Plans with respect to which a Termination Event shall have
occurred and then exist (or in the case of a Plan with respect to which a
Termination Event described in clause (ii) of the definition of
Termination Event shall have occurred and then exist, the liability
related thereto) is equal to or greater than $5,000,000; or

(h) Any Borrower or any ERISA Affiliate of any Borrower shall
have been notified by the sponsor of a Multiemployer Plan that it has
incurred Withdrawal Liability to such Multiemployer Plan in an amount
which, when aggregated with all other amounts required to be paid to
Multiemployer Plans in connection with Withdrawal Liabilities (determined
as of the date of such notification), exceeds $15,000,000 in the aggregate
or requires payments exceeding $10,000,000 per annum; or

(i) Any Borrower or any ERISA Affiliate of any Borrower shall
have been notified by the sponsor of a Multiemployer Plan that such
Multiemployer Plan is in reorganization or is being terminated, within the
meaning of Title IV of ERISA, if as a result of such reorganization or
termination the aggregate annual contributions of the Borrowers and their
respective ERISA Affiliates to all Multiemployer Plans which are then in
reorganization or being terminated have been or will be increased over the
amounts contributed to such Multiemployer Plans for the respective plan
years which include the date hereof by an amount exceeding $5,000,000;

then, and in any such event, the Agent (i) shall at the request, or may with
the consent, of the holders of at least 66-2/3% in principal amount of the A
Notes then outstanding or, if no A Notes are then outstanding, Banks having at
least 66-2/3% of the Commitments, by notice to the Borrowers, declare all of
the Commitments and the obligation of each Bank to make Advances to be
terminated, whereupon all of the Commitments and each such obligation shall
forthwith terminate, and (ii) shall at the request, or may with the consent, of
the holders of at least 66-2/3% in principal amount of the A Notes then
outstanding or if no A Notes are then outstanding, Banks having at least
66-2/3% of the Commitments, or, if no A Notes are then outstanding and all
Commitments have terminated, the holders of at least 66-2/3% in principal
amount of the B Notes then outstanding, by notice to the Borrower as to which
an Event of Default exists (determined as contemplated by the definition herein
of Events of Default), declare the Notes of such Borrower, all interest thereon
and all other amounts payable by such Borrower under this Agreement to be
forthwith due and payable, whereupon such Notes, such interest and all such
amounts shall become and be forthwith due and payable, without requirement of
any presentment, demand, protest, notice of intent to accelerate, further
notice of acceleration or other further notice of any kind (other than the
notice expressly provided for above), all of which are hereby expressly waived
by each Borrower; provided, however, that in the event of any Event of Default
described in Section 6.01(e), (A) the obligation of each Bank to make Advances
shall automatically be terminated and (B) the Notes, all such interest and all
such amounts shall automatically become and be due and payable, without
presentment, demand, protest, notice of intent to accelerate, notice of
acceleration or any other notice of any kind, all of which are hereby expressly
waived by each Borrower.

-45-
50
ARTICLE VII

THE AGENT

Section 7.01. Authorization and Action. Each Bank hereby
appoints and authorizes the Agent to take such action as agent on its behalf
and to exercise such powers under this Agreement as are delegated to the Agent
by the terms hereof, together with such powers as are reasonably incidental
thereto. As to any matters not expressly provided for by this Agreement
(including, without limitation, enforcement or collection of the Notes), the
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully
protected in so acting or refraining from acting) upon the instructions of
holders of at least 66-2/3% in principal amount of the A Notes then outstanding
or, if no A Notes are then outstanding, Banks having at least 66-2/3% of the
Commitments (or, if no A Notes are then outstanding and all Commitments have
terminated, upon the instructions of holders of at least 66-2/3% in principal
amount of the B Notes then outstanding), and such instructions shall be binding
upon all Banks and all holders of Notes; provided, however, that the Agent
shall not be required to take any action which exposes the Agent to personal
liability or which is contrary to any Note, this Agreement or applicable law.
The Agent agrees to give to each Bank prompt notice of each notice given to it
by any Borrower pursuant to the terms of this Agreement.

Section 7.02. Agent's Reliance, Etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be liable for any action
taken or omitted to be taken by it or them under or in connection with any Note
or this Agreement, except for its or their own gross negligence or willful
misconduct. Without limitation of the generality of the foregoing, the Agent:
(i) may treat the payee of any Note as the holder thereof until the Agent
receives and accepts a Transfer Agreement executed by a Borrower, the Bank
which is the payee of such Note, as assignor, and the assignee in accordance
with the last sentence of Section 8.06(a); (ii) may consult with legal counsel
(including counsel for any Borrower), independent public accountants and other
experts selected by it and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel,
accountants or experts; (iii) makes no warranty or representation to any Bank
and shall not be responsible to any Bank for any statements, warranties or
representations (whether written or oral) made in or in connection with any
Note or this Agreement; (iv) shall not have any duty to ascertain or to inquire
as to the performance or observance of any of the terms, covenants or
conditions of any Note or this Agreement on the part of any Borrower or to
inspect the property (including the books and records) of any Borrower; (v)
shall not be responsible to any Bank for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of any Note or this Agreement
or any other instrument or document furnished pursuant hereto; and (vi) shall
incur no liability under or in respect of any Note or this Agreement by acting
upon any notice, consent, certificate or other instrument or writing (which may
be by telecopier, telegram, cable or telex) believed by it to be genuine and
signed or sent by the proper party or parties.

Section 7.03. Citibank and Affiliates. With respect to its
Commitments, the Advances made by it and the Notes issued to it, Citibank shall
have the same rights and powers under any Note and this Agreement as any other
Bank and may exercise the same as though it

-46-
51
was not the Agent; and the term "Bank" or "Banks" shall, unless otherwise
expressly indicated, include Citibank in its individual capacity. Citibank and
its affiliates may accept deposits from, lend money to, act as trustee under
indentures of, and generally engage in any kind of business with, any Borrower,
any Subsidiary of any Borrower, any Person who may do business with or own,
directly or indirectly, securities of any Borrower or any such Subsidiary and
any other Person, all as if Citibank were not the Agent and without any duty to
account therefor to the Banks.

Section 7.04. Bank Credit Decision. Each Bank acknowledges that
it has, independently and without reliance upon the Agent or any other Bank and
based on the financial statements referred to in Section 4.01(e) and such other
documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each Bank also
acknowledges that it will, independently and without reliance upon the Agent or
any other Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under any Note or this Agreement.

Section 7.05. Indemnification. The Banks agree to indemnify the
Agent (to the extent not reimbursed by the Borrowers), ratably according to the
respective principal amounts of the A Notes then held by each of them (or if no
A Notes are at the time outstanding or if any A Notes are held by Persons which
are not Banks, ratably according to either (i) the respective amounts of their
Commitments to TWC, or (ii) if all Commitments to TWC have terminated, the
respective amounts of the Commitments to TWC immediately prior to the time the
Commitments to TWC terminated), from and against any and all liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements of any kind or nature whatsoever which may be imposed
on, incurred by, or asserted against the Agent in any way relating to or
arising out of any Note or this Agreement or any action taken or omitted by the
Agent under any Note or this Agreement, provided that no Bank shall be liable
to the Agent for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements
resulting from the Agent's gross negligence or willful misconduct. Without
limitation of the foregoing, each Bank agrees to reimburse the Agent promptly
upon demand for its ratable share of any out-of-pocket expenses (including
counsel fees) incurred by the 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, any Note or this
Agreement to the extent that the Agent is not reimbursed for such expenses by
the Borrowers.

Section 7.06. Successor Agent. The Agent may resign at any time
as Agent under this Agreement by giving written notice thereof to the Banks and
the Borrowers and may be removed at any time with or without cause by the
Majority Banks. Upon any such resignation or removal, the Majority Banks shall
have the right to appoint, with the consent of TWC (which consent shall not be
unreasonably withheld), a successor Agent from among the Banks. If no
successor Agent shall have been so appointed by the Majority Banks with such
consent, and shall have accepted such appointment, within 30 days after the
retiring Agent's giving of notice of resignation or the Majority Banks' removal
of the retiring Agent, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent, which shall be a Bank which is a commercial bank
organized under the laws of the United States of America or of any State
thereof and having

-47-
52
a combined capital and surplus of at least $500,000,000. Upon the acceptance
of any appointment as Agent under this Agreement by a successor Agent, such
successor Agent shall thereupon succeed to and become vested with all the
rights, powers, privileges and duties of the retiring Agent and shall function
as the Agent under this Agreement, and the retiring Agent shall be discharged
from its duties and obligations as Agent under this Agreement. After any
retiring Agent's resignation or removal hereunder as Agent, the provisions of
this Article VII shall inure to its benefit as to any actions taken or omitted
to be taken by it while it was Agent under this Agreement.

Section 7.07. Liability of Co-Agents. No Co-Agent, in its
capacity as Co-Agent hereunder, shall have any duty or liability hereunder.

ARTICLE VIII

MISCELLANEOUS

Section 8.01. Amendments, Etc. No amendment or waiver of any
provision of any Note or this Agreement, nor consent to any departure by any
Borrower therefrom, shall in any event be effective unless the same shall be in
writing and signed by the Majority Banks, and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, however, that no amendment, waiver or consent shall,
unless in writing and signed by all the Banks, do any of the following: (a)
waive any of the conditions specified in Article III, (b) increase the
Commitments of the Banks or subject the Banks to any additional obligations,
(c) reduce the principal of, or interest on, the Notes or any fees or other
amounts payable hereunder, (d) postpone any date fixed for any payment of
principal of, or interest on, the Notes or any fees or other amounts payable
hereunder, (e) take any action which requires the signing of all the Banks
pursuant to the terms of this Agreement, (f) change the percentage of the
Commitments or of the aggregate unpaid principal amount of the A Notes or B
Notes, or the number of Banks, which shall be required for the Banks or any of
them to take any action under this Agreement, or (g) amend this Section 8.01;
and provided, further, that no amendment, waiver or consent shall, unless in
writing and signed by the Agent in addition to the Banks required above to take
such action, affect the rights or duties of the Agent under any Note or this
Agreement.

Section 8.02. Notices, Etc. All notices and other
communications provided for hereunder shall be in writing (including telecopy,
telegraphic, telex or cable communication) and mailed, telecopied, telegraphed,
telexed, cabled or delivered, if to any Bank, as specified opposite its name on
Schedule I hereto or specified pursuant to Section 8.06(a); if to any Borrower,
as specified opposite its name on Schedule II hereto; and if to Citibank, as
Agent, to its address at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000,
(telecopier number: (000) 000-0000), Attention: Xxxx Xxxx, with a copy to
Citicorp North America, Inc., 0000 Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx
00000 (telecopier number: (000) 000-0000; telex number 127001 (Attn: Route Code
HOUAA)), Attention: The Xxxxxxxx Companies, Inc. Account Officer; or, as to
any Borrower or the Agent, at such other address as shall be designated by such
party in a written notice to the other parties and, as to each other party, at
such other address as shall be designated by such party in a written notice to
the Borrowers and the Agent. All such notices and communications shall, when
mailed, telecopied, telegraphed, telexed or cabled, be effective when received
in the mail,

-48-
53
sent by telecopier to any party to the telecopier number as set forth herein or
on Schedule I or Schedule II or specified pursuant to Section 8.06(a) (or other
telecopy number specified by such party in a written notice to the other
parties hereto), delivered to the telegraph company, telexed to any party to
the telex number set forth herein or on Schedule I or Schedule II or specified
pursuant to Section 8.06(a) (or other telex number designated by such party in
a written notice to the other parties hereto), confirmed by telex answerback,
or delivered to the cable company, respectively, except that notices and
communications to the Agent shall not be effective until received by the Agent.

Section 8.03. No Waiver; Remedies. No failure on the part of
any Bank or the Agent to exercise, and no delay in exercising, any right under
any Note or this Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right. The remedies provided in
any Note and this Agreement are cumulative and not exclusive of any remedies
provided by law.

Section 8.04. Costs, Expenses and Taxes. (a)(i) TWC agrees to
pay on demand all reasonable out-of-pocket costs and expenses of the Arranger
and the Agent in connection with the preparation, execution, delivery,
administration, modification and amendment of this Agreement, the Notes and the
other documents to be delivered under this Agreement, including, without
limitation, the reasonable fees and out-of-pocket expenses of counsel for the
Agent with respect thereto and with respect to advising the Agent as to its
rights and responsibilities under any Note and this Agreement, and (ii) each
Borrower agrees to pay on demand all costs and expenses, if any (including,
without limitation, reasonable counsel fees and expenses, which may include
allocated costs of in-house counsel), of the Agent and each Bank in connection
with the enforcement (whether through negotiations, legal proceedings or
otherwise) against such Borrower of any Note of such Borrower or this Agreement
and the other documents to be delivered by such Borrower under this Agreement.

(b) If any payment (or purchase pursuant to Section 2.11(c)
or Section 8.06(b)) of principal of, or Conversion of, any Eurodollar Rate
Advance or B Advance made to any Borrower is made other than on the last day of
an Interest Period relating to such Advance (or in the case of a B Advance,
other than on the original scheduled maturity date thereof), as a result of a
payment pursuant to Section 2.10 or 2.12 or acceleration of the maturity of the
Notes pursuant to Section 6.01 or for any other reason or as a result of any
such purchase or any Conversion, such Borrower shall, upon demand by any Bank
(with a copy of such demand to the Agent), pay to the Agent for the account of
such Bank any amounts required to compensate such Bank for any additional
losses, costs or expenses which it may reasonably incur as a result of any such
payment, purchase or Conversion, including, without limitation, any loss, cost
or expense incurred by reason of the liquidation or reemployment of deposits or
other funds acquired by such Bank to fund or maintain such Advance.

(c) Each Borrower agrees, to the fullest extent permitted by
law, to indemnify and hold harmless the Agent, the Arranger and each Bank and
each of their respective directors, officers, employees and agents from and
against any and all claims, damages, liabilities and out-of-pocket expenses
(including, without limitation, reasonable fees and disbursements of counsel)
for which any of them may become liable or which may be incurred by or asserted
against the Agent, the Arranger or such Bank or any such director, officer,
employee or agent (other than by

-49-
54
another Bank or any successor or assign of another Bank), in each case in
connection with or arising out of or by reason of any investigation,
litigation, or proceeding, whether or not the Agent, the Arranger or such Bank
or any such director, officer, employee or agent is a party thereto, arising
out of, related to or in connection with this Agreement or the Notes or any
transaction in which any proceeds of all or any part of the Advances are
applied (other than any such claim, damage, liability or expense to the extent
attributable to the gross negligence or willful misconduct of, or violation of
any law or regulation by, either the party seeking indemnity under this Section
8.04(c) or any of its directors, officers, employees or agents).

Section 8.05. Right of Set-off. Upon (i) the occurrence and
during the continuance of any Event of Default and (ii) the making of the
request or the granting of the consent specified by Section 6.01 to authorize
the Agent to declare the Notes of a Borrower due and payable pursuant to the
provisions of Section 6.01, each Bank is hereby authorized at any time and from
time to time, 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 and other indebtedness at any time owing by such Bank to or for
the credit or the account of such Borrower against any and all of the
obligations of such Borrower now or hereafter existing under this Agreement and
the Notes held by such Bank, irrespective of whether or not such Bank shall
have made any demand under this Agreement or such Notes and although such
obligations may be unmatured. Each Bank agrees promptly to notify such
Borrower after such set-off and application made by such Bank, provided that
the failure to give such notice shall not affect the validity of such set-off
and application. The rights of each Bank under this Section are in addition to
other rights and remedies (including, without limitation, other rights of
set-off) which such Bank may have.

Section 8.06. Binding Effect; Transfers. (a) This Agreement
shall become effective when it shall have been executed by the Borrowers and
the Agent and when each Bank listed on the signature pages hereof has delivered
an executed counterpart hereof to the Agent, has sent to the Agent a facsimile
copy of its signature hereon or has notified the Agent that such Bank has
executed this Agreement and thereafter shall be binding upon and inure to the
benefit of the Borrowers, the Agent and each Bank and their respective
successors and assigns, except that the Borrowers shall not have the right to
assign any of their respective rights hereunder or any interest herein without
the prior written consent of the Banks. Each Bank may assign to one or more
banks, financial institutions or government entities all or any part of, or may
grant participations to one or more banks, financial institutions or government
entities in or to all or any part of, any Advance or Advances owing to such
Bank, any Note or Notes held by such Bank and all or any portion of such Bank's
Commitments, and to the extent of any such assignment or participation (unless
otherwise stated therein) the assignee or purchaser of such assignment or
participation shall, to the fullest extent permitted by law, have the same
rights and benefits hereunder and under such Note or Notes as it would have if
it were such Bank hereunder, provided that, except in the case of an assignment
meeting the requirements of the next sentence hereof, (1) such Bank's
obligations under this Agreement, including, without limitation, its
Commitments to the Borrowers hereunder, shall remain unchanged, such Bank shall
remain responsible for the performance thereof, such Bank shall remain the
holder of any such Note or Notes for all purposes under this Agreement, and the
Borrowers, the other Banks and the Agent shall continue to deal solely with and
directly with such Bank in connection with such Bank's rights and obligations
under this Agreement; and (2) no Bank shall assign or grant a participation
that conveys to the assignee or

-50-
55
participant the right to vote or consent under this Agreement, other than the
right to vote upon or consent to (i) any increase in the amount of any
Commitment of such Bank; (ii) any reduction of the principal amount of, or
interest to be paid on, such Bank's Advance or Advances or Note or Notes; (iii)
any reduction of any fee or other amount payable hereunder to such Bank; or
(iv) any postponement of any date fixed for any payment of principal of, or
interest on, such Bank's Advance or Advances or Note or Notes or any fee or
other amount payable hereunder to such Bank.

If (I) the assignee of any Bank either (1) is another Bank or (2) is
approved in writing by the Agent and the Borrowers or (3) is approved in
writing by the Agent and either an Event of Default exists or the Borrowers
have relinquished the right to approve the assignment pursuant to Section
8.06(b), and (II) such assignee assumes all or any portion (which portion shall
be a constant, and not a varying, percentage, and the amount of the Commitment
to TWC assigned, whether all or a portion, shall be in a minimum amount of
$5,000,000 or such lesser amount as may be approved in writing by the Agent and
TWC for such assignment) of each of the Commitments of such assigning Bank to
the respective Borrowers (either all of each such Commitment shall be assigned
or the percentage portion of each such Commitment assigned shall be the same as
to each Borrower) by executing a document in the form of Exhibit F (or with
such changes thereto as have been approved in writing by the Agent in its sole
discretion as evidenced by its execution thereof) duly executed by the Agent,
the Borrowers (unless an Event of Default exists or the Borrowers have
relinquished the right to approve the assignment pursuant to Section 8.06(b)),
such assigning Bank and such assignee and delivered to the Agent ("Transfer
Agreement"), then upon such delivery, (i) such assigning Bank shall be released
from its obligations under this Agreement with respect to all or such portion,
as the case may be, of its Commitments, (ii) such assignee shall become
obligated for all or such portion, as the case may be, of such Commitments and
all other obligations of such assigning Bank hereunder with respect to or
arising as a result of all or such portion, as the case may be, of such
Commitments, (iii) such assignee shall be assigned the right to vote or consent
under this Agreement, to the extent of all or such portion, as the case may be,
of such Commitments, (iv) each Borrower shall deliver, in replacement of the A
Note of such Borrower to such assigning Bank then outstanding (a) to such
assignee, a new A Note of such Borrower in the amount of the Commitment of such
assigning Bank to such Borrower which is being so assumed by such assignee
plus, in the case of any assignee which is already a Bank hereunder, the amount
of such assignee's Commitment to such Borrower immediately prior to such
assignment (any such assignee which is already a Bank hereunder agrees to
cancel and return to such Borrower, with reasonable promptness following the
delivery of such new A Note, the A Note being replaced thereby), (b) to such
assigning Bank, a new A Note in the amount of the balance, if any, of the
Commitment of such assigning Bank to such Borrower (without giving effect to
any B Reduction) retained by such assigning Bank (and such assigning Bank
agrees to cancel and return to such Borrower, with reasonable promptness
following delivery of such new A Notes, the A Note being replaced thereby), and
(c) to the Agent, photocopies of such new A Notes, (v) if such assignment is of
all of such assigning Bank's Commitments to the Borrowers, all of the
outstanding A Advances made by such assigning Bank shall be transferred to such
assignee, (vi) if such assignment is not of all of such Commitments, a part of
each A Advance to each Borrower equal to the amount of such Advance multiplied
by a fraction, the numerator of which is the amount of such portion of such
assigning Bank's Commitment to such Borrower so assumed and the denominator of
which is the amount of the Commitment of such assigning Bank to such Borrower
(without giving effect to any B Reduction)

-51-
56
immediately prior to such assumption, shall be transferred to such assignee and
evidenced by such assignee's A Note from such Borrower, and the balance of such
A Advance shall be evidenced by such assigning Bank's new A Note from such
Borrower delivered pursuant to clause (iv)(b) of this sentence, (vii) if such
assignee is not a "Bank" hereunder prior to such assignment, such assignee
shall become a party to this Agreement as a Bank and shall be deemed to be a
"Bank" hereunder, and the amount of all or such portion, as the case may be, of
the Commitment to each of the respective Borrowers so assumed shall be deemed
to be the amount for such Borrower set opposite such assigning Bank's name on
Schedule IX for purposes of this Agreement, and (viii) if such assignee is not
a Bank hereunder prior to such assignment, such assignee shall be deemed to
have specified the offices of such assignee named in the respective Transfer
Agreement as its "Domestic Lending Office" and "Eurodollar Lending Office" for
all purposes of this Agreement and to have specified for purposes of Section
8.02 the notice information set forth in such Transfer Agreement; and the Agent
shall promptly after execution of any Transfer Agreement by the Agent and the
other parties thereto notify the Banks of the parties to such Transfer
Agreement and the amounts of the assigning Bank's Commitments assumed thereby.

(b) If the Borrowers do not consent to a proposed assignment by a
Bank pursuant to the last sentence of Section 8.06(a), TWC may, within 15 days
of its receipt of a request that it consent to such assignment nominate by
notice to the Agent and such Bank a bank which, if it is not a Bank, is
acceptable to the Agent, and which unconditionally offers in writing (with a
copy to the Agent) to purchase and assume, to the extent of the amount of such
proposed assignment, in accordance with all of the provisions of the last
sentence of Section 8.06(a) (including execution of an appropriate Transfer
Agreement), all of such Bank's rights and obligations (including, without
limitation, its Commitments) hereunder and interest in the Advances owing to
such Bank and the Notes held by such Bank without recourse at par plus interest
accrued thereon to the date of such purchase on a date therein specified (not
less than three nor greater than five Business Days after such nomination).
Such Bank at its option may elect to accept or not accept such purchase offer.
If a Bank accepts such an offer and the bank first nominated by TWC pursuant to
this Section 8.06(b) fails to purchase such rights and interest on such
specified date in accordance with the terms of such offer, TWC may, within 15
days of such failure, repeat the process contemplated by the first sentence of
this Section 8.06(b) by nominating another bank for purposes of this Section
8.06(b) by notice to the Agent and such Bank. If TWC does not so nominate such
a bank within 15 days of its receipt of such request that it consent to such
assignment or if TWC fails to nominate another bank following such a failure to
purchase or if such second nominated bank fails to purchase in accordance with
the terms of an offer complying with the first sentence of this Section
8.06(b), the Borrowers shall be deemed to have relinquished their right to
consent to such assignment. If such Bank elects to not accept such a purchase
offer under this Section 8.06(b) as to a particular proposed assignment, the
Borrowers shall not be deemed to have relinquished their right to consent to
such assignment.

(c) The Borrowers agree to promptly execute the Transfer Agreement
pertaining to any assignment as to which approval by the Borrowers of the
assignee is not required by clause (I) of the last sentence of Section 8.06(a).

(d) Any Bank may assign, as collateral or otherwise, any of its
rights (including, without limitation, rights to payments of principal of
and/or interest on the Notes) under this

-52-
57
Agreement or any of the Notes to any Federal Reserve Bank without notice to or
consent of any Borrower or the Agent.

Section 8.07. Governing Law. This Agreement and the Notes shall
be governed by, and construed in accordance with, the laws of the State of New
York.

Section 8.08. Interest. It is the intention of the parties
hereto that the Agent and each Bank shall conform strictly to usury laws
applicable to it, if any. Accordingly, if the transactions with the Agent or
any Bank contemplated hereby would be usurious under applicable law, then, in
that event, notwithstanding anything to the contrary in the Notes, this
Agreement or any other agreement entered into in connection with or as security
for this Agreement or the Notes, it is agreed as follows: (i) the aggregate of
all consideration which constitutes interest under applicable law that is
contracted for, taken, reserved, charged or received by the Agent or such Bank,
as the case may be, under the Notes, this Agreement or under any other
agreement entered into in connection with or as security for this Agreement or
the Notes shall under no circumstances exceed the maximum amount allowed by
such applicable law and any excess shall be cancelled automatically and, if
theretofore paid, shall at the option of the Agent or such Bank, as the case
may be, be credited by the Agent or such Bank, as the case may be, on the
principal amount of the obligations owed to the Agent or such Bank, as the case
may be, by the appropriate Borrower or refunded by the Agent or such Bank, as
the case may be, to the appropriate Borrower, and (ii) in the event that the
maturity of any Note or other obligation payable to the Agent or such Bank, as
the case may be, is accelerated or in the event of any required or permitted
prepayment, then such consideration that constitutes interest under law
applicable to the Agent or such Bank, as the case may be, may never include
more than the maximum amount allowed by such applicable law and excess
interest, if any, to the Agent or such Bank, as the case may be, provided for
in this Agreement or otherwise shall be cancelled automatically as of the date
of such acceleration or prepayment and, if theretofore paid, shall, at the
option of the Agent or such Bank, as the case may be, be credited by the Agent
or such Bank, as the case may be, on the principal amount of the obligations
owed to the Agent or such Bank, as the case may be, by the appropriate Borrower
or refunded by the Agent or such Bank, as the case may be, to the appropriate
Borrower.

Section 8.09. Execution in Counterparts. This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute one and the same
agreement.

Section 8.10. Survival of Agreements, Representations and
Warranties, Etc. All warranties, representations and covenants made by any
Borrower or any officer of any Borrower herein or in any certificate or other
document delivered in connection with this Agreement shall be considered to
have been relied upon by the Banks and shall survive the issuance and delivery
of the Notes and the making of the Advances regardless of any investigation.
The indemnities and other payment obligations of each Borrower contained in
this Agreement, and the indemnities by the Banks in favor of the Agent and its
officers, directors, employees and agents, will survive the repayment of the
Advances and the termination of this Agreement.

-53-
58

Section 8.11. Borrowers' Right to Apply Deposits. In the event
that any Bank is placed in receivership or enters a similar proceeding, each
Borrower may, to the full extent permitted by law, make any payment due to such
Bank hereunder, to the extent of finally collected unrestricted deposits of
such Borrower in U.S. dollars held by such Bank, by giving notice to the Agent
and such Bank directing such Bank to apply such deposits to such indebtedness.
If the amount of such deposits is insufficient to pay such indebtedness then
due and owing in full, such Borrower shall pay the balance of such
insufficiency in accordance with this Agreement.

Section 8.12. Confidentiality. Each Bank agrees that it will
use best efforts, to the extent not inconsistent with practical business
requirements, not to disclose without the prior consent of TWC (other than to
employees, auditors, accountants, counsel or other professional advisors of the
Agent or any Bank) any information with respect to the Borrowers or their
Subsidiaries which is furnished pursuant to this Agreement and which (i) the
Borrowers in good faith consider to be confidential and (ii) is either clearly
marked confidential or is designated by the Borrowers to the Agent or the Banks
in writing as confidential, provided that any Bank 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 Bank or submitted to or required by the Board of
Governors of the Federal Reserve System or the Federal Deposit Insurance
Corporation or similar organizations (whether in the United States 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
Bank, (e) to the prospective transferee in connection with any contemplated
transfer of any of the Notes or any interest therein by such Bank, provided
that such prospective transferee executes an agreement with or for the benefit
of the Borrowers containing provisions substantially identical to those
contained in this Section 8.12, and provided further that if the contemplated
transfer is a grant of a participation in a Note (and not an assignment), no
such information shall be authorized to be delivered to such participant
pursuant to this clause (e) except (i) such information delivered pursuant to
Section 4.01(e) or Section 5.01(b) (other than paragraph (iv) thereof), and
(ii) if prior notice of the delivery thereof is given to TWC, such information
as may be required by law or regulation to be delivered, (f) in connection with
the exercise of any remedy by such Bank pertaining to this Agreement, any of
the Notes or any other document delivered in connection herewith, (g) in
connection with any litigation involving such Bank pertaining to this
Agreement, any of the Notes or any other document delivered in connection
herewith, (h) to any Bank or the Agent, or (i) to any affiliate of any Bank,
provided that such affiliate executes an agreement with or for the benefit of
the Borrowers containing provisions substantially identical to those contained
in this Section 8.12.

Section 8.13. WAIVER OF JURY TRIAL. THE BORROWERS, THE AGENT,
AND THE BANKS HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN
ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY NOTE OR
ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.14. Miscellaneous. This Agreement shall become
effective in accordance with the first sentence of Section 8.06(a). Subject to
compliance with such sentence,

-54-
59
the amendments to the 1996 Credit Agreement effected by this Agreement
(including, without limitation, the amendments to the definition of "Applicable
Margin") shall for all purposes be effective as of July 23, 1997. On July 23,
1997, each Borrower will pay in full all principal, interest and fees owed by
it outstanding under the 1996 Credit Agreement.

-55-
60
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed by their respective officers thereunto duly authorized, as of
the date first above written.

BORROWERS:

THE XXXXXXXX COMPANIES, INC. TEXAS GAS TRANSMISSION
CORPORATION

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

TRANSCONTINENTAL GAS PIPE LINE XXXXXXXX PIPE LINE COMPANY
CORPORATION

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

XXXXXXXX HOLDINGS OF DELAWARE, INC. WILTEL COMMUNICATIONS, LLC

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

NORTHWEST PIPELINE CORPORATION

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

-56-
61

AGENT:

CITIBANK, N.A., as Agent

By:
--------------------------
J Xxxxxxxxxxx Xxxxx
Vice President

BANKS:

CITIBANK, N.A.

By:
--------------------------
J. Xxxxxxxxxxx Xxxxx
Vice President

BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION

By:
--------------------------
Authorized Officer

THE CHASE MANHATTAN BANK

By:
--------------------------
Authorized Officer

CIBC INC.

By:
--------------------------
Authorized Officer

-57-
62
CREDIT LYONNAIS NEW YORK BRANCH

By:
--------------------------
Authorized Officer

THE FIRST NATIONAL BANK OF
CHICAGO

By:
--------------------------
Authorized Officer

BANK OF MONTREAL

By:
--------------------------
Authorized Officer

THE BANK OF NEW YORK

By:
--------------------------
Authorized Officer

THE BANK OF NOVA SCOTIA

By:
--------------------------
Authorized Officer

BARCLAYS BANK PLC

By:
--------------------------
Authorized Officer

-58-
63
BOATMEN'S NATIONAL BANK
OF OKLAHOMA

By:
--------------------------
Authorized Officer

THE FIRST NATIONAL BANK OF
BOSTON

By:
--------------------------
Authorized Officer

THE FUJI BANK, LIMITED,
HOUSTON AGENCY

By:
--------------------------
Authorized Officer

MELLON BANK, N.A.

By:
--------------------------
Authorized Officer

XXXXXX GUARANTY TRUST COMPANY
OF NEW YORK

By:
--------------------------
Authorized Officer

ROYAL BANK OF CANADA

By:
--------------------------
Authorized Officer

-59-
64
SOCIETE GENERALE,
SOUTHWEST AGENCY

By:
--------------------------
Authorized Officer

XXXXX FARGO BANK, N.A.

By:
--------------------------
Authorized Officer

BANK OF OKLAHOMA, N.A.

By:
--------------------------
Authorized Officer

COMMERCE BANK, N.A.

By:
--------------------------
Authorized Officer

-60-
65

SCHEDULE IX

PERMITTED WILTEL LIENS

(a) Any purchase money Lien created by WilTel or any of its Subsidiaries to
secure all or part of the purchase price of any property (or to secure a loan
made to enable WilTel or any of its Subsidiaries to acquire the property secured
by such Lien), provided that the principal amount of the Debt secured by any
such Lien, together with all other Debt secured by a Lien on such property,
shall not exceed the purchase price of the property acquired.

(b) Any Lien existing on any property at the time of the acquisition thereof
by WilTel or any of its Subsidiaries, whether or not assumed by WilTel or any of
its Subsidiaries, and any Lien on any property acquired or constructed by WilTel
or any of its Subsidiaries and created not later than 12 months after (i) such
acquisition or completion of such construction or (ii) commencement of full
operation of such property, whichever is later, provided, however, that if
assumed or created by WilTel or any of its Subsidiaries, the principal amount of
the Debt secured by such Lien, together with all other Debt secured by a Lien on
such property, shall not exceed the purchase price of the property acquired
and/or the cost of the property constructed.

(c) Any Lien created or assumed by WilTel or any of its Subsidiaries on any
contract for the sale of any product or service or any rights thereunder or any
proceeds therefrom, including accounts and other receivables, related to the
operation or use of any property acquired or constructed by WilTel or any of its
Subsidiaries and created not later than 12 months after (i) such acquisition or
completion of such construction or (ii) commencement of full operation of such
property, whichever is later, provided, however, that the principal amount of
the Debt secured by such mortgage together with all other Debt secured by any
such contract, rights or property, shall not exceed the purchase price of the
property acquired and/or the cost of the property constructed.

(d) Any Lien existing on any property of a Subsidiary of WilTel at the time
it becomes a Subsidiary of WilTel.

(e) Any refunding or extension of maturity, in whole or in part, of any Lien
created or assumed in accordance with the provisions of paragraph (a), (b), (c)
or (d) above, provided that the principal amount of the Debt secured by such
refunding Lien or extended Lien shall not exceed the principal amount of the
Debt secured by the Lien to be refunded or extended outstanding at the time of
such refunding or extension and that such refunding Lien or extended Lien shall
be limited to the same property that secured the Lien so refunded or extended.

(f) Mechanics' or materialmen's liens arising in the ordinary course of
business which are not more than 90 days past due or are being contested in good
faith by appropriate proceedings or any Lien arising by reason of pledges or
deposits to secure payment of workmen's compensation or other insurance, good
faith deposits in connection with tenders or leases of real estate, bids or
contracts (other

than contracts for the payment of money), in each case to secure obligations of
TWC or any of its Subsidiaries.

(g) Deposits to secure public or statutory obligations, deposits to secure or
in lieu of surety, stay or appeal bonds and deposits as security for the payment
of taxes or assessments or other similar charges, in each case to secure
obligations of TWC or any of its Subsidiaries; provided, however, that the
aggregate amount of obligations secured by Liens permitted by this paragraph (g)
shall not exceed 10% of Consolidated Tangible Net Worth of TWC.

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

(i) Liens incurred in the ordinary course of business upon rights-of-way.

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

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

(1) The Lien of taxes and assessments which are not at the time delinquent.

(m) The Lien of specified taxes and assessments which are delinquent but the
validity of which is being contested in good faith by WilTel or any of its
Subsidiaries by appropriate proceedings and with respect to which reserves in
conformity with generally accepted accounting principles, if required by such
principles, have been provided on the books of WilTel or the relevant Subsidiary
of WilTel, as the case may be.

(n) The Lien reserved in leases entered into in the ordinary course of
business for rent and for compliance with the terms of the lease in the case of
real property leasehold estates.

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

-2-

(p) Any Liens securing Debt neither assumed nor guaranteed by WilTel or any
of its Subsidiaries nor on which any of them customarily pays interest, existing
upon real estate or rights in or relating to real estate (including
rights-of-way and easements) acquired by WilTel or any of its Subsidiaries for
pipeline, metering station or right-of-way purposes, which Liens were not
created in anticipation of such acquisition and do not materially impair the use
of such property for the purposes for which it is held by WilTel or such
Subsidiary.

(q) Easements, exceptions or reservations in any property of WilTel or any of
its Subsidiaries granted or reserved in the ordinary course of business for the
purpose of pipelines, roads, telecommunication equipment and cable, streets,
alleys, highways, railroads, the removal of oil, gas, coal or other minerals or
timber, and other like purposes, or for the joint or common use of real
property, facilities and equipment, which do not materially impair the use of
such property for the purposes for which it is held by WilTel or such
Subsidiary.

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

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

(t) (i) The Liens of any judgments in an aggregate amount for WilTel and all
of its Subsidiaries not in excess of $5,000,000, execution of which has not been
stayed and (ii) the Liens of any judgments in an aggregate amount for WilTel and
all of its Subsidiaries not in excess of $25,000,000, the execution of which has
been stayed and which have been appealed and secured, if necessary and permitted
hereby, by the filing of an appeal bond.

(u) Zoning laws and ordinances.

(v) Any Lien existing on any office equipment, data processing equipment
(including computer and computer peripheral equipment), motor vehicles,
aircraft, marine vessels or similar transportation equipment.

(w) Any Lien consisting of interests in receivables in connection with
agreements for sales of receivables of any kind by WilTel or any of its
Subsidiaries for cash.

(x) Any Lien not permitted by paragraphs (a) through (w) above securing Debt
of WilTel and its Subsidiaries or securing any Debt of WilTel and its
Subsidiaries which constitutes a refunding or extension of any such Debt if at
the time of, and after giving effect to, the creation or assumption of any such
Lien, the sum of the aggregate of all Debt of WilTel and its Subsidiaries
secured by all such Liens not so permitted by paragraphs (a) through (w) above
plus the amount of Attributable Obligations of WilTel and its Subsidiaries in
respect of Sale and Lease-Back Transactions permitted by Section 5.020(j) does
not exceed 5% of the sum of (i) Consolidated Tangible Net Worth of WilTel plus
(ii) Debt of WilTel and its Subsidiaries on a Consolidated basis.

-3-

EXHIBIT A-1

A PROMISSORY NOTE

U.S. $ Dated: ,
---------------- ----------- ------

FOR VALUE RECEIVED, the undersigned, [Borrower], a Delaware corporation
(the "Borrower"), HEREBY PROMISES TO PAY to the order of ________________ (the
"Bank"), for the account of its Applicable Lending Office (as defined in the
Credit Agreement referred to below), on the Stated Termination Date (as defined
in the Credit Agreement referred to below), the principal amount of
$____________, or, if less, the aggregate principal amount of the A Advances (as
defined in the Credit Agreement referred to below) owed to the Bank by the
Borrower on such Stated Termination Date.

The Borrower promises to pay interest on the unpaid principal amount hereof
until such principal amount is paid in full, at such interest rates, and payable
at such times, as are specified in the Credit Agreement referred to below. Both
principal and interest are payable in lawful money of the United States of
America to Citibank, N.A., as Agent, at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx
00000, in same day funds. Each A Advance owed to the Bank by the Borrower, and
all payments made on account of principal thereof, shall be recorded by the Bank
and, prior to any transfer hereof, endorsed on the grid attached hereto which is
part of this A Promissory Note.

This A Promissory Note is one of the A Notes referred to in, and is subject
to and entitled to the benefits of, the Second Amended and Restated Credit
Agreement dated as of July 23, 1997 (as amended or otherwise modified from time
to time, the "Credit Agreement") among the Borrower, the Bank, certain other
borrowers parties thereto, certain other banks parties thereto and Citibank,
N.A., as Agent for the Bank and such other banks. The Credit Agreement, among
other things, (i) provides for the making of advances to the Borrower from time
to time pursuant to Section 2.01 of the Credit Agreement in an aggregate
outstanding amount not to exceed at any time the U.S. dollar amount first above
mentioned, the indebtedness of the Borrower resulting from each such advance
owed to the Bank being evidenced by this A Promissory Note, and (ii) contains
provisions for acceleration of the maturity hereof upon the happening of certain
stated events and also for prepayments on account of principal hereof prior to
the maturity hereof upon the terms and conditions therein specified. Capitalized
terms used herein which are not defined herein and are defined in the Credit
Agreement are used herein as therein defined.

The Borrower hereby waives presentment, demand, protest, notice of intent
to accelerate, notice of acceleration and any other notice of any kind, except
as provided in the Credit Agreement. No failure to exercise, and no delay in
exercising, any rights hereunder on the part of the holder hereof shall operate
as a waiver of such rights.

This A Promissory Note shall be governed by, and construed in accordance
with, the laws of the State of New York.

[BORROWER]
----------------------------------

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

ADVANCES AND PAYMENTS OF PRINCIPAL

Amount of
Amount Principal Unpaid
of Paid or Principal Notation
Date Advance Prepaid Balance Made By
---- ------- ------- ------- -------

-2-
70

EXHIBIT A-2

B PROMISSORY NOTE

U.S. $ Dated: ,
---------------- ----------- ------

FOR VALUE RECEIVED, the undersigned, [Borrower] , a Delaware corporation
(the "Borrower"), HEREBY PROMISES TO PAY to the order of
___________________________ (the "Bank") for the account of its Applicable
Lending Office (as defined in the Credit Agreement referred to below), on
________________, the principal amount of _________________________ U.S. Dollars
($___________).

The Borrower promises to pay interest on the unpaid principal amount
hereof from the date hereof until such principal amount is paid in full, at the
interest rate and payable on the interest payment date or dates provided below:

Interest Rate: ______% per annum (calculated on the basis of a year of ____
days for the actual number of days elapsed).

Interest Payment Date or Dates:
--------------------------

Both principal and interest are payable in lawful money of the United
States of America to Citibank, N.A., as Agent, for the account of the Bank at
the office of Citibank, N.A., at 000 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, in
same day funds.

This B Promissory Note is one of the B Notes referred to in, and is
entitled to the benefits of, the Second Amended and Restated Credit Agreement
dated as of July 23, 1997 (as amended or otherwise modified from time to time,
the "Credit Agreement") among the Borrower, the Bank, certain other borrowers
parties thereto, certain other banks parties thereto and Citibank, N.A., as
Agent for the Bank and such other banks. The Credit Agreement, among other
things, contains provisions for acceleration of the maturity hereof upon the
happening of certain stated events. Capitalized terms used herein which are not
defined herein and are defined in the Credit Agreement are used herein as
therein defined.

The Borrower hereby waives presentment, demand, protest, notice of
intent to accelerate, notice of acceleration and any other notice of any kind,
except as provided in the Credit Agreement. No failure to exercise, and no delay
in exercising, any rights hereunder on the part of the holder hereof shall
operate as a waiver of such rights.

This B Promissory Note shall be governed by, and construed in
accordance with, the laws of the State of New York.

[BORROWER]
----------------------------------

By:
-------------------------------
Name:
-----------------------------
Title:
----------------------------
71

AMENDMENT
TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF
JULY 23, 1997

DATED AS OF JANUARY 26, 1999

THIS AMENDMENT (herein called this "Amendment") is made and entered
into this 26th day of January, 1999, by and among the Borrowers, the Agent and
the Banks. In consideration of the mutual covenants and agreements contained
herein, the Borrowers, the Agent and the Banks hereby agree as set forth
herein.

WITNESSETH:

WHEREAS, the Borrowers, the Agent and certain of the Banks are parties
to the Second Amended and Restated Credit Agreement dated as of July 23, 1997
(the "1997 Credit Agreement"); and

WHEREAS, the Borrowers have requested that the 1997 Credit Agreement
be further amended, and the parties hereto have agreed to do so on the terms
and conditions set forth herein; and

WHEREAS, Xxxxxxxx Communications Group, Inc. ("WCG") intends to become
a Borrower pursuant to the 1997 Credit Agreement and the Banks have agreed to
the inclusion of WCG in such capacity subject to the terms hereof.

NOW, THEREFORE, in consideration of the mutual covenants and
agreements contained herein and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Borrowers, the
Agent and the Banks agree as follows:

1. Unless the context otherwise requires or unless otherwise expressly
defined herein, the terms defined in the 1997 Credit Agreement shall have the
same meanings whenever used in this Amendment.

2. The definition of "Applicable Margin" as listed in ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS is hereby amended as follows:

(a) Clause (i) of the definition of "Applicable Margin" is hereby
amended and restated in its entirety to read as follows:

(i) as to any Eurodollar Rate Advance to any Borrower (other than (x)
WilTel during such times as WilTel is Unrated and (y) WCG at any time),
the rate per annum set forth in Schedule XI under the heading
"Applicable Margin" for the relevant Rating Category applicable to such
Borrower from time to time;

(b) Clause (iii) of the definition of "Applicable Margin" is hereby
amended and restated in its entirety to read as follows:

(iii) for each day during such times as WilTel is Unrated, as to any
Eurodollar Rate Advance to WilTel at such times subsequent to January
26, 1999, the rate per annum set forth in the following table for the
relevant Applicable WilTel Debt to EBITDA Ratio for such day:

Applicable Margin
Applicable If 50% or less If more than 50%
WilTel Debt to of Commitment of Commitment
EBITDA Ratio drawn drawn
-------------- -------------- ----------------

Less than or equal to 1.0 .375% .500%

Greater than 1.0 and less .500% .625%
than or equal to 1.75

Greater than 1.75 and less .625% .750%
than or equal to 2.5

Greater than 2.5 and less .750% .875%
than or equal to 3.5

Greater than 3.5 and less 1.00% 1.125%
than or equal to 4.5

Greater than 4.5 and less 1.25% 1.50%
than or equal to 5.5

Greater than 5.5 1.50% 2.00%

(c) The following clause (iv) is added to the definition of "Applicable
Margin" immediately following clause (iii) of such definition:

2
73

and (iv) as to any Eurodollar Rate Advance to WCG as Borrower, the
Applicable Margin in effect with respect to WHD on such date, as
determined pursuant to clause (i) of this definition.

3. The definition of "WilTel" as listed in ARTICLE I DEFINITIONS AND
ACCOUNTING TERMS is hereby deleted and replaced with the following:

"WilTel" means Xxxxxxxx Communications Solutions, LLC, a Delaware
limited liability company.

4. The definition of "Borrowers" as listed in ARTICLE I DEFINITIONS AND
ACCOUNTING TERMS is hereby amended to delete WPL and to add "WCG".

5. ARTICLE I DEFINITIONS AND ACCOUNTING TERMS is hereby amended to add
the following terms:

"Guaranty" means that certain guaranty dated January 26, 1999 duly
executed and delivered to the Agent by WHD in substantially the form
of Exhibit I.

"Permitted WCG Liens" means Liens specifically described on
Schedule IX-A.

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

6. Section 3.02 Additional Conditions Precedent to Each A Borrowing is
hereby amended to add the following subpart (a)(iv):

(a)(iv) The Guaranty has been executed and delivered by WHD and
remains in full force and effect.

7. Section 3.03 Conditions Precedent to Each B Borrowing is hereby
amended to add the following subpart (iii)(a)(5):

(iii)(a)(5) The Guaranty has been executed and delivered by WHD and
remains in full force and effect.

8. Section 4.1 Representations and Warranties is hereby amended by
adding thereto the following additional clause (n):

(n) The Borrower has (i) reviewed the areas within its business and
operations and those of its Subsidiaries which could be adversely
affected by failure to become "Year 2000 Compliant" (that is, that
computer applications, imbedded microchips and other systems

3
74

used by any of the Borrower or its Subsidiaries or their material
vendors, will be able properly to recognize and perform date-sensitive
functions involving certain dates prior to and any date after December
31, 1999); (ii) developed a detailed plan and timetable to become Year
2000 Compliant in a timely manner; and (iii) committed adequate
resources to support its plan to become Year 2000 Compliant in a timely
manner. Based on such review and plan the Borrower reasonably believes
that it and its Subsidiaries will become Year 2000 Compliant on a
timely basis except to the extent that a failure to do so would not
reasonably be expected to have a material adverse effect on the
business, assets or financial condition of the Borrower and its
Subsidiaries, taken as a whole, or on the ability of the Borrower to
perform its obligations hereunder.

9. Section 5.02 Negative Covenants, is hereby amended as follows:

(a) By adding to clause (a) Liens, Etc. thereof the following
additional subclause:

(viii) WCG and its Non-Borrowing Subsidiaries may create, incur, assume
or suffer to exist Permitted WCG Liens (b) By deleting subparts (b)
Debt, (i) and (ii) and replacing them with the following:

(b) Debt. (i) in the case of TWC, permit the ratio of (A) the
aggregate amount of all Debt of TWC and its Subsidiaries on a
Consolidated basis to (B) the sum of the Consolidated Net Worth of TWC
plus the aggregate amount of all Debt of TWC and its Subsidiaries on a
Consolidated basis to exceed (1) 0.7 to 1.0 at any time during the
period beginning on January 1, 1999 through December 31, 2000, (2)
0.675 to 1.0 at any time during the period beginning on January 1, 2001
through December 31, 2001, or (3) 0.65 to 1.0 at any time during the
period beginning on January 1, 2002 through the term of this Agreement;

(ii) in the case of WHD, permit the ratio of (A) the aggregate
amount of all Debt of WHD and its Subsidiaries on a Consolidated basis
to (B) the sum of the Consolidated Net Worth of WHD plus the aggregate
amount of all Debt of WHD and its Subsidiaries on a consolidated basis
to exceed (1) 0.6 to 1.0 at any time during the period beginning on
January 1, 1999 through December 31, 2000, (2) 0.575 to 1.0 at any time
during the period beginning on January 1, 2001 through December 31,
2001, or (3) 0.55 to 1.0 at any time during the period beginning on
January 1, 2002 through the term of this Agreement; and

4
75

(c) By adding in clause (f) Maintenance of Ownership of Certain
Subsidiaries immediately after the reference to "WilTel" in phrases (1)
and (2) of such clause (f) a reference to WCG.

(d) By amending and restating subpart (vii) of clause (j) Sale and
Lease-Back Transactions to read as follows:

(vii) paragraph (x) of Schedule IX in the case of WilTel and its
Subsidiaries or Schedule IX-A in the case of WCG and its Subsidiaries.

10. Section 6.01 Events of Default is hereby amended by adding the word
"or" after the semi-colon ending clause (i) thereof and adding the following
clause (j) to such Section 6.01:

(j) As to WCG as Borrower, the Guaranty shall (except in accordance
with its terms), in whole or in part, terminate, cease to be effective
or cease to be the legally valid, binding and enforceable obligation of
WHD as guarantor thereunder; any Borrower or any Subsidiary or
Affiliate of a Borrower shall, directly or indirectly, contest in any
manner such effectiveness, validity, binding nature or enforceability;

11. Schedule II "Borrower Information" is hereby amended by adding
thereto the following information: Xxxxxxxx Communications Group, Xxx Xxxxxxxx
Xxxxxx, Xxxxx 0000, Xxxxx, Xxxxxxxx 00000, Attention:
Xxxxx X. Xxxxx, Telecopier: (000) 000-0000.

12. Schedule IX-A "Permitted WCG Liens" is hereby added to the 1997
Credit Agreement in the form of Schedule IX-A attached hereto.

13. The total Commitments of the Banks to WCG shall be in the aggregate
amount of $400,000,000 and each Bank's Commitment to WCG as of the date hereof
shall be forty percent (40%) of its Commitment to WHD pursuant to the 1997
Credit Agreement as hereby amended. Schedule X of the 1997 Credit Agreement is
hereby deemed to be amended to add such Commitment of each Bank to WCG thereto
and to delete the Commitment of each Bank to WPL.

14. Schedule XI "Rating Categories" is hereby deleted in its entirety
and replaced with the Schedule XI attached to this Amendment.

15. Exhibit I "Form of Guaranty", attached to this Amendment, is hereby
added to the Agreement as Exhibit I.

16. To induce the Banks, the Co-Agents and the Agent to enter into this
Amendment, each of the Borrowers hereby reaffirms and WCG makes with respect to
itself, as of the date

5
76

hereof, those representations and warranties contained in Article IV of the 1997
Credit Agreement (except to the extent such representations and warranties
relate solely to an earlier date) and additionally each Borrower represents and
warrants as follows:

(a) The execution, delivery and performance by WCG of this Amendment
and its Notes and the consummation of the transactions contemplated by this
Amendment are within WCG's corporate powers, have been duly authorized by all
necessary corporate action, do not contravene (i) WCG's charter or by-laws, or
(ii) law or any contractual restriction binding on or affecting WCG and will not
result in or require the creation or imposition of any Lien prohibited by the
1997 Credit Agreement, as amended hereby. At the time of each borrowing of any
Advance by WCG, such borrowing and the use of the proceeds of such Advance will
be within WCG's corporate xxxxxx, xxxx have been duly authorized by all
necessary corporate action, will not contravene (i) WCG's charter or by-laws, or
(ii) law or any contractual restriction binding on or affecting WCG and will not
result in or require the creation or imposition of any Lien prohibited by the
1997 Credit Agreement, as amended hereby.

(b) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by WCG of this Amendment or its
Notes, or the performance of the 1997 Credit Agreement as amended hereby or the
consummation of the transactions contemplated by this Amendment and the 1997
Credit Agreement as hereby amended. At the time of each borrowing of any Advance
by WCG, no authorization or approval or other action by, and no notice to or
filing with, any governmental authority or regulatory body will be required for
such borrowing or the use of the proceeds of such Advance.

(c) This Amendment has been duly executed and delivered by WCG. This
Amendment and the 1997 Credit Agreement, as amended hereby, are the legal, valid
and binding obligations of WCG enforceable against WCG in accordance with their
terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors? rights generally and by general principles of equity. The A Notes of
WCG are, and when executed the B Notes of WCG will be, the legal, valid and
binding obligations of WCG enforceable against WCG in accordance with their
respective terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors? rights generally and by general principles of equity.

(d) The execution, delivery and performance by WHD of its Guaranty and
the consummation of the transactions contemplated by this Amendment and such
Guaranty are within WHD's corporate powers, have been duly authorized by all
necessary corporate action, do not contravene (i) WHD's charter or by-laws, or
(ii) law or any contractual restriction binding on

6
77

or affecting WHD and will not result in or require the creation or imposition of
any Lien prohibited by the 1997 Credit Agreement, as amended hereby.

(e) The Guaranty and this Amendment have each been duly executed and
delivered by WHD and each constitutes the legal, valid and binding obligations
of WHD enforceable against WHD in accordance with its respective terms, except
as such enforceability may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium or similar law affecting creditors? rights generally
and by general principles of equity.

(f) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by WHD of this Amendment or its
Guaranty or the consummation of the transactions contemplated by this Amendment
or its Guaranty.

(g) The execution, delivery and performance by each Borrower other than
WCG (such Borrowers the "Existing Borrowers") of this Amendment and the
consummation of the transactions contemplated by this Amendment are within such
Existing Borrower's corporate or limited liability company powers, have been
duly authorized by all necessary corporate or limited liability company action,
do not contravene (i) such Existing Borrower's charter, by-laws, or formation
agreement, or (ii) law or any contractual restriction binding on or affecting
such Existing Borrower and will not result in or require the creation or
imposition of any Lien prohibited by the 1997 Credit Agreement, as amended
hereby.

(h) No authorization or approval or other action by, and no notice to
or filing with, any governmental authority or regulatory body is required for
the due execution, delivery and performance by any Existing Borrower of this
Amendment or the consummation of the transactions contemplated by this
Amendment.

(i) This Amendment has been duly executed and delivered by each
Existing Borrower. This Amendment is the legal, valid and binding obligation of
each Existing Borrower enforceable against each Existing Borrower in accordance
with its terms, except as such enforceability may be limited by any applicable
bankruptcy, insolvency, reorganization, moratorium or similar law affecting
creditors? rights generally and by general principles of equity.

17. The obligation of each Bank to make its initial Advance to WCG on
or after the date hereof is conditioned on the receipt by the Agent on or before
the date of such Advance of the following:

7
78

(a) A certificate of the Secretary or an Assistant Secretary of WCG as
to (i) its by-laws and all changes which have been made, if any, to its
Certificate of Incorporation since the date of certification of such Certificate
delivered pursuant to item (b) below, (ii) resolutions of the Board of Directors
or the Executive Committee thereof then in full force and effect authorizing the
borrowing in an amount equal to or greater than $400,000,000 and the execution,
delivery and performance of such documents, certificates and notes and all other
actions necessary to effect such and (iii) the incumbency and signatures of
those of its officers authorized to act with respect to this Amendment;

(b) A copy of the Certificate of Incorporation of WCG, certified by the
Secretary of State of Delaware and attesting to its existence and good standing;

(c) A certificate of the Secretary or an Assistant Secretary of WHD as
to (i) its by-laws, (ii) resolutions of the Board of Directors or Executive
Committee thereof then in full force and effect authorizing the execution,
delivery and performance of the Guaranty, and (iii) the incumbency and
signatures of those of its officers authorized to act with respect to this
Amendment and the Guaranty;

(d) The A Notes of WCG, duly executed to the order of each of the
respective Banks, substantially in the form of Exhibit A-1 to the 1997 Credit
Agreement in the aggregate principal amount of $400,000,000;

(e) The Guaranty, duly executed by WHD; and

(f) An opinion of Xxxxxxx X. xxx Xxxxx, General Counsel of TWC,
delivered on behalf of WCG and WHD substantially in the form of Exhibit A
attached hereto.

18. The 1997 Credit Agreement as hereby amended is hereby ratified and
confirmed in all respects. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of
any right, power or remedy of the Agent or the Banks under the 1997 Credit
Agreement. All references to the Credit Agreement in any other document,
instrument, agreement or writing shall hereafter be deemed to refer to the 1997
Credit Agreement as amended hereby.

19. The provisions of the 1997 Credit Agreement not specifically
amended herein will be interpreted so as to be consistent with this Amendment;
if, however, any discrepancy exists between such provisions in the 1997 Credit
Agreement and this Amendment, such discrepancy shall be resolved in favor of
this Amendment.

8
79

20. THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW
PRINCIPLES, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA, IN ALL
RESPECTS, INCLUDING CONSTRUCTION, VALIDITY AND PERFORMANCE.

21. This Amendment shall be effective as of January 26, 1999 and shall
be binding upon the parties hereto and upon their respective successors, heirs
and permitted assigns.

22. This Amendment may be executed in any number of counterparts, all
of which taken together shall constitute one and the same instrument, and any
party hereto may execute this Amendment by signing one or more counterparts.

9
80

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

THE XXXXXXXX COMPANIES, INC. TEXAS GAS TRANSMISSION
CORPORATION

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

TRANSCONTINENTAL GAS PIPE LINE XXXXXXXX COMMUNICATIONS
CORPORATION GROUP, INC.

XXXXXXXX HOLDINGS OF DELAWARE, XXXXXXXX COMMUNICATIONS
INC. SOLUTIONS, L.L.C.

NORTHWEST PIPELINE CORPORATION

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

AGENT:

CITIBANK, N.A., as Agent

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

BANKS:

CITIBANK, N.A. CREDIT LYONNAIS NEW YORK BRANCH

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

BANK OF AMERICA NATIONAL TRUST THE FIRST NATIONAL BANK OF
AND SAVINGS ASSOCIATION CHICAGO

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

THE CHASE MANHATTAN BANK BANK OF MONTREAL

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

CIBC INC. THE BANK OF NEW YORK

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

THE BANK OF NOVA SCOTIA

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

BARCLAYS BANK PLC SOCIETE GENERALE, SOUTHWEST AGENCY

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

BANKBOSTON, X.X. XXXXX FARGO BANK, N.A.

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

THE FUJI BANK, LIMITED, HOUSTON BANK OF OKLAHOMA, N.A.
AGENCY

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

MELLON BANK, N.A. COMMERCE BANK, N.A.

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

XXXXXX GUARANTY TRUST CREDIT AGRICOLE INDOSUEZ
COMPANY OF NEW YORK

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

ROYAL BANK OF CANADA SUNTRUST BANK, ATLANTA

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

INDUSTRIAL BANK OF JAPAN TRUST COMPANY

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

THE SAKURA BANK, LIMITED

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

THE BANK OF TOKYO-MITSUBISHI, LTD.

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

UBS AG, STAMFORD BRANCH

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

NATIONS BANK N.A.

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

Document Metadata

Table of Contents

1 EXHIBIT 10.13 U.S. $1,000,000,000 SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of July 23, 1997

Document Metadata