AMENDMENT, WAIVER AND CONSENT
AMENDMENT, WAIVER AND CONSENT dated as of January 31, 2001 (this "Agreement") by the
undersigned persons (the "Parties").
A. The Parties are parties to certain Operative Documents referred to in the Amended and Restated Participation
Agreement dated as of September 2, 1998 (the "Participation Agreement") among Williams Communications,
LLC, formerly Williams Communications, Inc. ("WCLLC"), State Street Bank and Trust Company of
Connecticut, National Association, not in its individual capacity except as expressly set forth therein, but solely as
Trustee (the "Trustee"), the persons named therein as note purchasers and their permitted successors and assigns
(the "Note Holders"), the persons named therein as certificate purchasers and their permitted successors and
assigns (the "Certificate Holders"), the persons named therein as APA Purchasers and their permitted successors
and assigns (the "APA Purchasers"), State Street Bank and Trust Company ("State Street") not in its individual
capacity but solely as collateral agent (the "Collateral Agent"), and Citibank, N.A., in its capacity as agent for the
Note Holders and the Certificate Holders (the "Agent").
B. The Williams Companies, Inc. (the "Guarantor"), the Trustee, the Collateral Agent, the Agent and Citibank,
N.A., as agent for the APA Purchasers, are parties to the Second Amended and Restated Guaranty Agreement,
dated as of August 17, 2000 (the "Guaranty").
C. WCLLC and the Guarantor have requested certain waivers and amendments to the Guaranty, the
Participation Agreement and Appendix A to the Participation Agreement.
D. The Parties, other than WCLLC and the Guarantor, are willing to consent to such waivers and amendments,
subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Parties
agree as follows:
1.1 Defined Terms. A