EXHIBIT 10.3 FOURTH AMENDMENT TO TERM LOAN AGREEMENT THIS FOURTH AMENDMENT TO TERM LOAN AGREEMENT (the "AMENDMENT") is entered into effective as of March 11, 2002, among The Williams Companies, Inc., a Delaware corporation (the "COMPANY"), Credit Lyonnais New York Branch, as Administrative Agent (in such capacity, "ADMINISTRATIVE AGENT"), and certain LENDERS (herein so called) named on SCHEDULE 2.1 (as amended and supplemented from time to time) of the Term Loan Agreement (as hereinafter defined). RECITALS A. The Company, Lenders, Commerzbank AG New York and Cayman Island Branches, as Syndication Agent, The Bank of Nova Scotia, as Documentation Agent, and Administrative Agent entered into that certain Term Loan Agreement dated as of April 7, 2000, as modified and amended pursuant to that certain First Amendment to Term Loan Agreement dated as of August 21, 2000, that certain Waiver and Second Amendment to Term Loan Agreement dated as of January 31, 2001, and that certain Third Amendment to Term Loan Agreement dated as of February 7, 2002 (such Term Loan Agreement, as so modified and amended, herein referred to as the "TERM LOAN AGREEMENT") which Term Loan Agreement has been further modified by that certain letter agreement (the "PRIOR WAIVER LETTER"), dated as of November 6, 2000, and that certain Limited Waiver of Term Loan Agreement dated as of July 20, 2001 (the "JULY WAIVER", and together with the Prior Waiver Letter herein collectively referred to as "EXISTING WAIVERS"). Unless otherwise indicated herein, all terms used with their initial letter capitalized are used herein with their meaning as defined in the Term Loan Agreement, and all Section references are to Sections in the Term Loan Agreement. B. The Company has requested that the Lenders further modify and amend certain terms and provisions of the Term Loan Agreement. C. The Lenders are willing to so modify and amend the Term Loan Agreement, as requested, in accordance with the terms and provisions set forth herein and upon the condition that the Company and the Determining Lenders shall have executed and delivered this Amendment and that the Company shall have fully satisfied the terms and conditions hereof. NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company, Administrative Agent and the Lenders hereby agree, as follows: PARAGRAPH 1. AMENDMENT OF SECTION 8.7 OF THE TERM LOAN AGREEMENT. Section 8.7 of the Term Loan Agreement is hereby amended by deleting the word "or" at the end of subclause (d) thereof, deleting the period at the end of subclause (e) thereof and inserting "; or" in its place, and inserting the following new subclause (f) immediately following the existing clause (e): "(f) Kern River Gas Transmission Company in connection with the transaction with a subsidiary of Berkshire Hathaway, Inc announced by TWC on March 1 7, 2002, from (1) selling, conveying or otherwise transferring all or substantially all of its assets or (2) merging or consolidating with or into another Person." PARAGRAPH 2. AMENDMENT EFFECTIVE DATE. This Amendment shall be binding upon all Sparties to the Loan Papers on the last day upon which the following has occurred: (a) Counterparts of this Amendment shall have been executed and delivered to Administrative Agent by the Company, Administrative Agent, and the Determining Lenders or when Administrative Agent shall have received telecopied, telexed, or other evidence satisfactory to it that all such parties have executed and are delivering to Administrative Agent counterparts thereof. Upon satisfaction of the foregoing conditions, (i) this Amendment shall be deemed effective on and as of March 11, 2002 (the "AMENDMENT EFFECTIVE DATE"). PARAGRAPH 3. REPRESENTATIONS AND WARRANTIES. As a material inducement to Lenders to execute and deliver this Amendment, the Company hereby represents and warrants to Lenders (with the knowledge and intent that Lenders are relying upon the same in entering into this Amendment) the following: (a) the representations and warranties in the Term Loan Agreement and in all other Loan Papers are true and correct on the date hereof in all material respects, as though made on the date hereof except to the extent such representations and warranties relate to an earlier date and except with respect to Section 7.6 of the Term Loan Agreement as disclosed in its Annual Report on Form 10-K for the year ended December 31, 2001; and (b) no Default or Potential Default exists under the Loan Papers. PARAGRAPH 4. MISCELLANEOUS. 4.1 EFFECT ON LOAN DOCUMENTS. The Term Loan Agreement and all related Loan Papers shall remain unchanged and in full force and effect, except as provided in this Amendment, and are hereby ratified and confirmed. On and after the Amendment Effective Date, all references to the "TERM LOAN AGREEMENT" shall be to the Term Loan Agreement as herein amended. The execution, delivery, and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any Rights of the Lenders under the Term Loan Agreement or any Loan Papers, nor constitute a waiver under the Term Loan Agreement or any other provision of the Loan Papers. 4.2 REFERENCE TO MISCELLANEOUS PROVISIONS. This Amendment and the other documents delivered pursuant to this Amendment are part of the Loan Papers referred to in the Term Loan Agreement, and the provisions relating to Loan Papers set forth in SECTION 12 are incorporated herein by reference the same as if set forth herein verbatim. 4.3 COSTS AND EXPENSES. The Company agrees to pay promptly the reasonable fees and expenses of counsel to Administrative Agent for services rendered in connection with the preparation, negotiation, reproduction, execution, and delivery of this Amendment. 4.4 COUNTERPARTS. This Amendment may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes, and all of which constitute, collectively, one agreement; but, in making proof of this Amendment, it shall not be necessary to produce or account for more than one such counterpart. It is not necessary that all parties execute the same counterpart so long as identical counterparts are executed by the Company, each Determining Lender, and Administrative Agent. 2 4.5 THIS WRITTEN AGREEMENT REPRESENTS THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENT OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG THE PARTIES. Executed as of the date first above written, but effective as of the Amendment Effective Date. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK SIGNATURE PAGES FOLLOW] 3 Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. Address for notices One Williams Center, Suite 5000 THE WILLIAMS COMPANIES, INC., Tulsa, Oklahoma 74172 a Delaware corporation Attn: Treasurer Telephone No.: (918) 573-5551 Facsimile No.: (918) 573-2065 By: /s/ James G. Ivey --------------------------------- Name: James G. Ivey ------------------------------ Title: Treasurer ----------------------------- With a copy to: One Williams Center, Suite 4100 Tulsa, Oklahoma 74172 Attn: Associate General Counsel Telephone No.: (918) 573-2613 Facsimile No.: (918) 573-4503 [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 1301 Avenue of the Americas CREDIT LYONNAIS NEW YORK BRANCH, New York, New York 10019 as Administrative Agent and as a Lender By: /s/ Bernard Weymuller --------------------------------- Name: Bernard Weymuller ------------------------------- Title: Senior Vice President ------------------------------ With a copy to: 1000 Louisiana Street, Suite 5360 Houston, Texas 77002 Attention: Mr. Robert LaRocque Telephone No.: 713-753-8733 Facsimile No.: 713-751-0307 [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 1230 Peachtree Street, Suite 3500 COMMERZBANK AG NEW YORK AND GRAND Atlanta, Georgia 30309 CAYMAN BRANCHES, as Syndication Attn: Brian Campbell Agent, as a Lender and as a Telephone: (404) 888-6518 Designating Lender Facsimile: (404) 888-6539 By: /s/ Harry P. Yergey --------------------------------- Name: Harry P. Yergey ------------------------------- Title: Senior Vice President & Manager ------------------------------ With a copy to: By: /s/ Brian J. Campbell --------------------------------- Holland & Knight Name: Brian J. Campbell 1291 West Peachtree Street, Suite 2000 ------------------------------- Atlanta, Georgia 30309 Title: Senior Vice President Attn: Ms. Sherie Holmes ------------------------------- Telephone: (404) 898-8197 Facsimile: (404) 881-0470 [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. FOUR WINDS FUNDING CORPORATION, as a Designated Lender By COMMERZBANK AKTIENGESELLCHAFT, as Administrator and Attorney-in-Fact By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 1100 Louisiana Street, Suite 3000 THE BANK OF NOVA SCOTIA, Houston, Texas 77002 as Documentation Agent and as a Attn: Joe Latanzie Lender Telephone: (713) 759-3435 Facsimile: (713) 752-2425 By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 1020 19th Street, NW, Suite 500 ABU DHABI INTERNATIONAL BANK INC., Washington, DC 20036 as a Lender Attn: David Young Telephone: (202) 842-7956 Facsimile: (202) 842-7955 By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 470 Park Avenue South BANK POLSKA KASA OPIEKI S.A., 32nd Street, 15th Floor as a Lender New York, New York 10016 Attn: Hussein El-Tawil Telephone: (212) 251-1245 By: /s/ Hussein B. El-Tawil Facsimile: (212) 679-5910 --------------------------------- Name: Hussein B. El-Tawil ------------------------------- Title: Vice President ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. Strong Capital Management STRONG ADVANTAGE FUND, INC. 100 Heritage Reserve as a Lender Menomonee Falls, Wisconsin 53201 Attn: Joe Ford Telephone: (414) 973-5266 By: /s/ Gilbert L. Southwell, III Facsimile: (414) 973-5239 --------------------------------- Name: Gilbert L. Southwell, III ------------------------------- Title: Assistant Secretary ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. c/o JP Morgan Chase CHANG HWA COMMERCIAL BANK, LTD., NEW 4 Chase MetroTech Center YORK BRANCH, as a Lender 20th Floor (West) Brooklyn, New York 11245 Attn: Vivian Chen By: Telephone: (718) 242-8815 --------------------------------- Facsimile: (718) 242-7159 Name: ------------------------------- Title: ------------------------------ With a copy to: c/o JP Morgan Chase 4 Chase MetroTech Center 20th Floor (West) Brooklyn, New York 11245 Attn: Peter Lieu Telephone: (718) 242-3688 Facsimile: (718) 242-7159 [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 16333 Broadway, 40th Floor THE DAI-ICHI KANGYO BANK, LTD., as a New York, New York 10019 Lender Attn: Maureen Carson Telephone: (212) 649-0325 Facsimile: (212) 541-4822 By: --------------------------------- Name: ------------------------------- Title: ------------------------------ With a copy to: 16333 Broadway, 40th Floor New York, New York 10019 Attn: Bert Tang Telephone: (212) 432-8839 Facsimile: (212) 541-4805 [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 76 Madison Avenue, 12th Floor FIRST COMMERCIAL BANK - NEW YORK New York, New York 10016 AGENCY, as a Lender Attn: Max Kwok Telephone: (212) 684-9248 Facsimile: (212) 684-9315 By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 380 Madison Avenue, 21st Floor GULF INTERNATIONAL BANK, New York, New York 10017 as a Lender Attn: Bill Shepard Telephone: (212) 922-2323 Facsimile: (212) 922-2309 By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 200 Madison Avenue, Suite 20007 HUA NAN COMMERCIAL BANK, LTD., New York, New York 10016 as a Lender Attn: Frank Tang Telephone: (646) 435-1881 Facsimile: (212) 417-9341 By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 150 East 42nd Street, 29th Floor BAYERISCHE HYPO-UND New York, New York 10017 VEREINSBANK AG, NEW YORK Attn: Steve Atwell BRANCH, as a Lender Telephone: (212) 672-5458 Facsimile: (212) 672-5530 By: /s/ Steven Atwell --------------------------------- Name: Steven Atwell ------------------------------- Title: Director ------------------------------ By: /s/ Shannon Batchman --------------------------------- Name: Shannon Batchman ------------------------------- Title: Director ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 245 Peachtree Center Avenue, Suite 2550 KBC BANK N.V., as a Lender Atlanta, Georgia 30303 Attn: Filip Ferrante Telephone: (404) 584-5466 By: /s/ Jean-Pierre Diels Facsimile: (404) 584-5465 --------------------------------- Name: Jean-Pierre Diels ------------------------------- Title: First Vice President ------------------------------ By: /s/ Eric Raskin --------------------------------- Name: Eric Raskin ------------------------------- Title: Vice President ------------------------------ With a copy to: 125 West 55th Street New York, New York 10019 Attn: Diane Grimmig Telephone: (212) 541-0707 Facsimile: (212) 541-0784 [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. Grosse Bleiche 54-56 LANDESBANK RHEINLAND-PFALZ, Mainz, Germany 55098 GIROZENTRALE, Attn: wolf-Rudiger Stahl as a Lender Telephone: (011) 49-61-31-1332747 Facsimile: (011) 49-61-31-1322684 By: /s/ Wolf-Rudiger Stahl --------------------------------- Name: Wolf-Rudiger Stahl ------------------------------- Title: Senior Vice President ------------------------------ By: /s/ Beatrix Eberz --------------------------------- Name: Beatrix Eberz ------------------------------- Title: Assistant Vice President ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. Ursulinenstra(beta)e 2 LANDESBANK SAAR GIROZENTRALE, 66111 Saarbrucken, Germany as a Lender Attn: Rolf Buchholz Telephone: (011) 49-681-383-1304 Facsimile: (011) 49-681-383-1208 By: /s/ Reiner Montag --------------------------------- Name: Reiner Montag ------------------------------- Title: Senior Vice President ------------------------------ By: /s/ Ulrich Hildebrandt --------------------------------- Name: Ulrich Hildebrandt ------------------------------- Title: Senior Vice President ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. Martensdamm 6 LANDESBANK SCHLESWIG-HOLSTEIN Kiel, Germany 24103 GIROZENTRALE, as a Lender Attn: Kerstin Spaeter Telephone: (011) 49-431-900-2765 Facsimile: (011) 49-431-900-1794 By: --------------------------------- Name: ------------------------------- Title: ------------------------------ By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 811 Wilshire Boulevard, Suite 1900 LAND BANK OF TAIWAN, LOS ANGELES Los Angeles, California 90017 BRANCH, as a Lender Attn: Jonathan Kuo Telephone: (213) 532-3789 Facsimile: (213) 532-3766 By: --------------------------------- Name: ------------------------------- Title: ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 2250 East 73rd Street, Suite 200 LOCAL OKLAHOMA BANK, N.A., Tulsa, Oklahoma 74136 as a Lender Attn: Elisabeth Blue Telephone: (918) 497-2422 Facsimile: (918) 497-2497 By: /s/ James N. Young, Jr. --------------------------------- Name: James N. Young, Jr. ------------------------------- Title: Executive Vice President ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 299 Park Avenue, 17th Floor NATIONAL BANK OF KUWAIT, S.A.K., New York, New York 10171 GRAND CAYMAN BRANCH, as a Lender Attn: Wendy Wanninger Telephone: (212) 303-9807 Facsimile: (212) 888-2958 By: /s/ Robert J. McNeill --------------------------------- Name: Robert J. McNeill ------------------------------- Title: Executive Manager ------------------------------ By: /s/ Muhannad Kamal --------------------------------- Name: Muhannad Kamal ------------------------------- Title: General Manager ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 1200 Smith Street, Suite 3100 BNP PARIBAS, as a Lender Houston, Texas 77002 Attn: Mark Cox Telephone: (713) 982-1152 By: Facsimile: (713) 859-6915 --------------------------------- Name: ------------------------------- Title: ------------------------------ With a copy to: 1200 Smith Street, Suite 3100 Houston, Texas 77002 Attn: David Dodd Telephone: (713) 982-1156 Facsimile: (713) 859-6915 [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 135 Bishopsgate THE ROYAL BANK OF SCOTLAND PLC, London, England EC2M 3UR as a Lender Attn: Jane Woodley Telephone: (011) 44-207-375-5724 Facsimile: (011) 44-207-375-5919 By: /s/ Jane M. Woodley --------------------------------- Name: Jane M. Woodley ------------------------------ Title: Associate Director ----------------------------- With a copy to: JP Morgan Chase Towers 600 Travis, Suite 6070 Houston, Texas 77002 Attn: Adam Pettifer Telephone: (713) 221-2416 Facsimile: (713) 221-2430 [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 277 Park Avenue, 6th Floor SUMITOMO MITSUI BANKNG New York, New York 10172 CORPORATION, as a Lender Attn: Bruce Meredith Telephone: (212) 224-4194 Facsimile: (212) 224-4384 By: /s/ Leo E. Pagarigan --------------------------------- Name: Leo E. Pagarigan ----------------------------- Title: Vice President ----------------------------- With a copy to: 277 Park Avenue, 6th Floor New York, New York 10172 Attn: Kenneth Austin Telephone: (212) 224-4043 Facsimile: (212) 224-4384 [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 1221 McKinney Street, Suite 4100 THE INDUSTRIAL BANK OF JAPAN, Houston, Texas 77010 LIMITED, NEW YORK BRANCH, as a Attn: Lynn Williford Lender Telephone: (713) 651-9444 x104 Facsimile: (713) 651-9209 By: /s/ Michael N. Oakes --------------------------------- Name: Michael N. Oakes ------------------------------- Title: Senior Vice President, Houston Office ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT] Signature Page to that certain Fourth Amendment to Term Loan Agreement dated effective as of March 11, 2002, among The Williams Companies, Inc., as the Company, Credit Lyonnais New York Branch, as Administrative Agent and as a Lender, and certain Lenders named therein. 55 East 52nd Street, 11th Floor UNITED FINANCIAL OF JAPAN, as a New York, New York 10055 Lender Attn: Ryoichi Konishi Telephone: (212) 339-6172 Facsimile: (212) 754-2360 By: /s/ C. Lawrence Murphy --------------------------------- Name: C. Lawrence Murphy ------------------------------- Title: Senior Vice President ------------------------------ [SIGNATURE PAGE TO FOURTH AMENDMENT TO TERM LOAN AGREEMENT]