WILLIAMS COMPANIES INC
GUARANTY
<DOCUMENT>
<TYPE>EX-10.10
<SEQUENCE>13
<FILENAME>d98983exv10w10.txt
<DESCRIPTION>GUARANTY
<TEXT>
<PAGE>
                                                                   EXHIBIT 10.10
                                                                [EXECUTION COPY]

                                    FORM OF
                                    GUARANTY

         This Guaranty dated as of July 31, 2002 ("Guaranty") is by each of the
entities named on the signature pages hereto (each a "Guarantor" and
collectively, the "Guarantors"), in favor of Citibank, N.A., as surety
administrative agent ("Agent") for the Financial Institutions (as defined
below).

                                  INTRODUCTION

         A. The Williams Companies, Inc., a Delaware corporation (the
"Company"), has entered into a Credit Agreement dated as of July 31, 2002 (as
amended, modified, supplemented or restated from time to time, the "L/C Credit
Agreement," the defined terms of which are used in this Guaranty unless
otherwise defined herein), together with Citicorp USA, Inc., as agent and
collateral agent ("Collateral Agent"), Bank of America N. A., as syndication
agent ("Syndication Agent"), Citibank, N.A. and Bank of America N.A., as issuing
bank ("Issuing Bank") and the banks named therein (the "L/C Banks"), and Salomon
Smith Barney Inc., as "L/C Arranger" providing for the extension of credit and
the issuance of Letters of Credit. The Collateral Agent, Syndication Agent,
Issuing Bank, L/C Banks and L/C Arranger are collectively referred to herein as
the "L/C Financial Institutions."

         B. The Company; Northwest Pipeline Corporation, a Delaware corporation;
Transcontinental Gas Pipe Line Corporation, a Delaware corporation; and Texas
Gas Transmission Corporation, a Delaware corporation, as the borrowers (referred
to herein as the "MWCA Borrowers" and collectively with the L/C Borrower as the
"Borrowers"), have entered into a Credit Agreement dated July 25, 2000, (as
amended, modified, supplemented or restated from time to time, the "Multiyear
Williams Credit Agreement"), together with the banks named therein, (the "MWCA
Banks"), and The Chase Manhattan Bank and Commerzbank AG as co-syndication
agents (collectively, the "Co-Syndication Agents"), and Credit Lyonnais New York
Branch as documentation agent ("Documentation Agent") and Citibank, N.A., as
agent ("MWCA Agent"), and Salomon Smith Barney, as Arranger ("MWCA Arranger"),
providing for the making of advances by the MWCA Banks. The MWCA Banks,
Co-Syndication Agents, MWCA Agent, Documentation Agent and MWCA Arranger are
collectively referred to herein as the "MWCA Financial Institutions".

         C. The MWCA Financial Institutions and the L/C Financial Institutions
are referred to herein collectively as the "Financial Institutions." The L/C
Credit Agreement and the Multiyear Williams Credit Agreement together with all
documents, instruments, agreements, certificates, and notices at any time
executed and/or delivered in connection with either of the foregoing are
collectively, referred to herein, as the same may be amended and modified from
time to time, as the "Credit Documents".

         D. It is a condition to certain transactions under the Credit
Documents, that the Guarantors shall have executed and delivered this Guaranty.

         E. The Company is the principal financing entity for all capital
requirements of its Guarantors, and from time to time the Company has made
capital contributions and advances to each Guarantor. Each Guarantor is a wholly
owned Subsidiary of the Company and will derive


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<PAGE>

substantial direct or indirect benefit from the transactions contemplated by the
Credit Documents.

         THEREFORE, in order to induce the Financial Institutions to enter into
and/or continue certain financing transactions described in the Credit
Documents, each of the Guarantors hereby agrees with Agent for its benefit and
the benefit of the Financial Institutions as follows:

Section 1. Guaranty. Each of the Guarantors, severally, hereby unconditionally
and irrevocably guarantees the punctual payment when due, whether at stated
maturity, by acceleration or otherwise, of the Guaranteed Obligations (defined
below) For purposes of this Guaranty, the "Guaranteed Obligations" shall mean
collectively (a) all obligations under this Guaranty and (b) the outstanding
principal amount of indebtedness, reimbursement obligations for draws on letters
of credit, and cash collateralization obligations for letters of credit under
the Credit Documents, all accrued but unpaid interest thereon under the Credit
Documents, all premium, if any, in connection therewith under the Credit
Documents, all fees in connection therewith under the Credit Documents, and all
other reimbursement, indemnification, and other payment obligations in
connection therewith under the Credit Documents. Without limiting the generality
of the foregoing, each Guarantor's liability shall extend to all amounts which
constitute part of the Guaranteed Obligations even if such Guaranteed
Obligations are declared unenforceable or not allowable in a bankruptcy,
reorganization, or similar proceeding involving any Borrowers, or any guarantor
of any portion of the foregoing Guaranteed Obligations (collectively such
guarantors together with the Guarantors and the Borrowers are referred to herein
as the "Obligors"). This Guaranty is a guarantee of payment, not of collection,
and each Guarantor is primarily liable for the payment of the Guaranteed
Obligations.

Section 2. Limit of Liability. The liabilities and obligations of the each
Guarantor hereunder shall be limited to an aggregate amount equal to the largest
amount that would not render such Guarantor's obligations hereunder subject to
avoidance under Section 548 of the United States Bankruptcy Code or any
comparable provisions of any applicable state law.

Section 3. Guaranty Absolute. Each of the Guarantors guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the Credit
Documents, regardless of any law, regulation, or order now or hereafter in
effect in any jurisdiction affecting any of such terms or the rights of Agent or
any Financial Institution with respect thereto. The obligations of each
Guarantor under this Guaranty are independent of the Guaranteed Obligations in
each and every particular, and a separate action or actions may be brought and
prosecuted against any other Obligor, or any other Person regardless of whether
any other Obligor or any other Person is joined in any such action or actions.
The liability of each Guarantor under this Guaranty shall be absolute and
unconditional irrespective of:

         (a) The lack of validity or unenforceability of the Guaranteed
Obligations or any Credit Document (other than this Guaranty against such
Guarantor) for any reason whatsoever, including that the act of creating the
Guaranteed Obligations is ultra vires, that the officers or representatives
executing the documents creating the Guaranteed Obligations exceeded their
authority, that the Guaranteed Obligations violate usury or other laws, or that
any Obligor has defenses to the payment of the Guaranteed Obligations, including
breach of warranty, statute of frauds, bankruptcy, statute of limitations,
lender liability, or accord and satisfaction;



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<PAGE>

         (b) Any change in the time, manner, or place of payment of, or in any
term of, any of the Guaranteed Obligations, any increase, reduction, extension,
or rearrangement of the Guaranteed Obligations, any amendment, supplement, or
other modification of the Credit Documents, or any waiver or consent granted
under the Credit Documents, including waivers of the payment and performance of
the Guaranteed Obligations;

         (c) Any release, exchange, subordination, waste, or other impairment
(including negligent, willful, unreasonable, or unjustifiable impairment) of any
collateral securing payment of the Guaranteed Obligations; the failure of Agent,
any Financial Institution or any other person to exercise diligence or
reasonable care in the preservation, protection, enforcement, sale, or other
handling of the collateral; the fact that any security interest, lien, or
assignment related to any collateral for the Guaranteed Obligations shall not be
properly perfected, or shall prove to be unenforceable or subordinate to any
other security interest, lien, or assignment;

         (d) Any full or partial release of any Obligor (other than the full or
partial release of such Guarantor);

         (e) The failure to apply or the manner of applying collateral or
payments of the proceeds of collateral against the Guaranteed Obligations;

         (f) Any change in the organization or structure of any Obligor; any
change in the shareholders, directors, or officers of any Obligor; or the
insolvency, bankruptcy, liquidation, or dissolution of any Obligor or any
defense that may arise in connection with or as a result of any such insolvency,
bankruptcy, liquidator or dissolution;

         (g) The failure to give notice of any extension of credit made by Agent
or any Financial Institution to any Obligor, notice of acceptance of this
Guaranty, notice of any amendment, supplement, or other modification of any
Credit Document, notice of the execution of any document or agreement creating
new Guaranteed Obligations, notice of any default or event of default, however
denominated, under the Credit Documents, notice of intent to demand, notice of
demand, notice of presentment for payment, notice of nonpayment, notice of
intent to protest, notice of protest, notice of grace, notice of dishonor,
notice of intent to accelerate, notice of acceleration, notice of bringing of
suit, notice of Agent or any Financial Institution's transfer of the Guaranteed
Obligations, notice of the financial condition of or other circumstances
regarding any Obligor, or any other notice of any kind relating to the
Guaranteed Obligations;

         (h) Any payment or grant of collateral by any Obligor to Agent or any
Financial Institution being held to constitute a preference under bankruptcy
laws, or for any reason Agent or any Financial Institution is required to refund
such payment or release such collateral;

         (i) Any other action taken or omitted which affects the Guaranteed
Obligations, whether or not such action or omission prejudices any Guarantor or
increases the likelihood that any Guarantor will be required to pay the
Guaranteed Obligations pursuant to the terms hereof;

         (j) The fact that all or any of the Guaranteed Obligations cease to
exist by operation of law, including, without limitation, by way of discharge,
limitation or tolling thereof under applicable bankruptcy laws; and


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<PAGE>

         (k) Any other circumstances which might otherwise constitute a defense
available to, or a discharge of any Obligor (other than the discharge of such
Guarantor).

Section 4.  Agent's Rights and Certain Waivers.

         4.01. Notice and Other Remedies. Each of the Guarantors hereby waives
promptness, diligence, notice of acceptance, notice of acceleration, notice of
intent to accelerate, and any other notice with respect to any of the Guaranteed
Obligations and this Guaranty and any requirement that Agent or any Financial
Institution protect, secure, perfect or insure any security interest or other
Lien or any property subject thereto or exhaust any right to take any action
against any Obligor or any other Person or any collateral.

         4.02. Waiver of Subrogation and Contribution. (a) Until such time as
the Guaranteed Obligations are irrevocably paid in full, each of the Guarantors
hereby irrevocably waives any claim or other rights which it may acquire against
any Obligor that arise from such Guarantor's Guaranteed Obligations under this
Guaranty or any other Credit Document, including, without limitation, any right
of subrogation (including, without limitation, any statutory rights of
subrogation under Section 509 of the Bankruptcy Code, 11 U.S.C. Section 509),
reimbursement, exoneration, contribution, indemnification, or any right to
participate in any claim or remedy of Agent or any Financial Institution against
any Obligor, or any collateral which Agent or any Financial Institution now has
or acquires. If any amount shall be paid to any Guarantor in violation of the
preceding sentence and the Guaranteed Obligations shall not have been paid in
full, such amount shall be held in trust for the benefit of Agent and the
Financial Institutions, and shall promptly be paid to Agent for the benefit of
Agent and the Financial Institutions to be applied to the Guaranteed
Obligations, whether matured or unmatured, as Agent may elect. Each of the
Guarantors acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by the Credit Documents and that the
waiver set forth in this Section 4.02(a) is knowingly made in contemplation of
such benefits.

         (b) Each of the Guarantors agrees that, to the extent that any Borrower
makes payments to Agent or any Financial Institution, or Agent or any Financial
Institution receives any proceeds of collateral, and such payments or proceeds
or any part thereof are subsequently invalidated, declared to be fraudulent or
preferential, set aside, or otherwise required to be repaid, then to the extent
of such repayment the Guaranteed Obligations shall be reinstated and continued
in full force and effect as of the date such initial payment or collection of
proceeds occurred. EACH OF THE GUARANTORS SHALL INDEMNIFY THE AGENT AND ANY
FINANCIAL INSTITUTION AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES AND AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF
THEM HARMLESS AGAINST, ANY AND ALL LOSSES, LIABILITIES, GUARANTEED OBLIGATIONS,
PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, DISBURSEMENTS, CLAIMS OR DAMAGES TO
WHICH ANY OF THEM MAY BECOME SUBJECT, INSOFAR AS SUCH LOSSES, LIABILITIES,
GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS,
DISBURSEMENTS, CLAIMS OR DAMAGES ARISE OUT OF OR RESULT FROM (I) ANY ACTUAL OR
PROPOSED USE BY ANY BORROWER, OR ANY AFFILIATE OF ANY BORROWER OF THE PROCEEDS
OF ANY ADVANCE, (II) ANY BREACH BY ANY GUARANTOR OF ANY PROVISION OF THIS
GUARANTY OR ANY OTHER CREDIT DOCUMENT, (III) ANY INVESTIGATION, LITIGATION OR
OTHER PROCEEDING (INCLUDING ANY THREATENED INVESTIGATION OR PROCEEDING) RELATING
TO THE FOREGOING, OR (IV) ANY ENVIRONMENTAL CLAIM OR REQUIREMENT OF
ENVIRONMENTAL LAWS CONCERNING OR RELATING TO THE PRESENT OR PREVIOUSLY-OWNED OR
OPERATED PROPERTIES, OR THE OPERATIONS OR BUSINESS, OF ANY OBLIGOR, AND EACH OF
THE GUARANTORS SHALL REIMBURSE THE AGENT AND EACH




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<PAGE>

FINANCIAL INSTITUTION, AND EACH AFFILIATE THEREOF AND THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, UPON DEMAND FOR ANY REASONABLE
OUT-OF-POCKET EXPENSES (INCLUDING LEGAL FEES) INCURRED IN CONNECTION WITH ANY
SUCH INVESTIGATION, LITIGATION OR OTHER PROCEEDING; AND EXPRESSLY INCLUDING ANY
SUCH LOSSES, LIABILITIES, GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS, JUDGMENTS,
SUITS, COSTS, DISBURSEMENTS, CLAIMS, DAMAGES, OR EXPENSE INCURRED BY REASON OF
THE PERSON BEING INDEMNIFIED'S OWN NEGLIGENCE, BUT EXCLUDING ANY SUCH LOSSES,
LIABILITIES, GUARANTEED OBLIGATIONS, PENALTIES, ACTIONS, JUDGMENTS, SUITS,
COSTS, DISBURSEMENTS, CLAIMS, DAMAGES OR EXPENSES INCURRED BY REASON OF THE
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PERSON TO BE INDEMNIFIED.

         Agent shall have the absolute right to make demands for, file suits,
claims or engage in other proceedings and exercise any other rights or remedies
available to Agent to collect amounts owed to it pursuant to the terms of the
indemnities set forth in this Guaranty, and Agent shall not need the consent of
any other Financial Institution or Person whatsoever to do so.

         4.03. Modifications and Amendment to the Credit Documents. As provided
in Section 1 above, certain increases in the principal indebtedness outstanding
under the Credit Documents shall not constitute Guaranteed Obligations. Except
as to the foregoing, the parties to the Credit Documents shall have the right to
amend or modify such Credit Agreements without affecting the rights provided for
in this Guaranty.

Section 5. Representations and Warranties. Each of the Guarantors hereby
represents and warrants as follows:

         (a) Business Existence. Each of the Guarantors is duly organized,
validly existing, and in good standing under the laws of the jurisdiction of its
organization and in good standing and qualified to do business in each
jurisdiction where its ownership or lease of property or conduct of its business
requires such qualification and where a failure to be qualified could reasonably
be expected to cause a material adverse effect.

         (b) Power. The execution, delivery, and performance by each of the
Guarantors of this Guaranty and the other Credit Documents to which it is a
party and the consummation of the transactions contemplated hereby and thereby
(a) are within such Guarantor's powers, (b) have been duly authorized by all
necessary action, (c) do not contravene (i) such Guarantor's organizational and
constitutional documents or (ii) any law or any contractual restriction binding
on or affecting such Guarantor or its property, and (d) will not result in or
require the creation or imposition of any Lien prohibited by the Credit
Documents.

         (c) Authorization and Approvals. No authorization or approval or other
action by, and no notice to or filing with, any Governmental Authority is
required for the due execution, delivery and performance by the Guarantors of
this Guaranty or the other Credit Documents to which any Guarantor is a party or
the consummation of the transactions contemplated thereby.

         (d) Enforceable Obligations. This Guaranty and the other Credit
Documents to which such Guarantor is a party have been duly executed and
delivered by such Guarantor. Each Credit Document to which any Guarantor is a
party is the legal, valid, and binding obligation of each such Guarantor and is
enforceable against each such Guarantor 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.


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<PAGE>

         (e) Solvency. Each Guarantor is and shall be after giving effect to
this Guaranty, individually and together with its Subsidiaries, Solvent.

Section 6. Covenants.

         (a) Each Guarantor will comply with all provisions of the Credit
Documents that are applicable to such Guarantor including the provisions of
Article V of the L/C Credit Agreement.

         (b) In the event that Agent wishes to enforce the guarantee contained
in Section 1 hereof against any Guarantor, it shall make written demand for
payment from such Guarantor, provided that no such demand shall be required if
such Guarantor is in bankruptcy, liquidation, or other insolvency proceedings,
and provided that failure by Agent to make such demand shall not affect any
Guarantor's obligations under this Guaranty.

         (c) All indebtedness of any Guarantor to another Obligor or any
Borrower or any Subsidiary of a Borrower shall be subordinated to all
indebtedness of any Guarantor to Agent or any Financial Institution under any of
the Credit Documents (the "Senior Indebtedness"), as follows:

         (i) In the event of any insolvency or bankruptcy proceedings, or any
receivership liquidation, reorganization, or other similar proceedings in
connection therewith, relative to any Guarantor, or to its property, or in the
event of any proceedings for voluntary liquidation, dissolution, or other
winding up of any Guarantor, whether or not involving insolvency or bankruptcy,
then the holders of the Senior Indebtedness shall be entitled to receive payment
in full of all Senior Indebtedness before any Obligor or any Subsidiary of a
Borrower shall receive any payment on account of principal or interest due such
Person from any Guarantor;

         (ii) After the occurrence and during the continuance of any default or
event of default, however denominated, under any Credit Document (an "Event of
Default"), no Guarantor shall exercise or attempt to exercise any right of
offset or counterclaim in respect of any of its obligations to any other Obligor
or any Subsidiary of a Borrower if the effect thereof shall be to reduce the
amount of any payment to which the holders of Senior Indebtedness would be
entitled in the absence of such offset or counterclaim; and if and to the extent
that, notwithstanding the foregoing, any Guarantor is required by any mandatory
provisions of law to exercise any such right of offset or counterclaim, each
reduction of the amount owing on the account of the principal of or premium (if
any) or interest owed to any Obligor or any Subsidiary of a Borrower by reason
of such offset or counterclaim shall be deemed to be a payment by such Guarantor
in a like amount in respect of such amounts which clause (iv) below shall apply;

         (iii) Following the occurrence and during the continuance of any Event
of Default, (A) payment of the principal or interest upon any indebtedness owed
to any Obligor or any Subsidiary of a Borrower shall not be made thereunder
until payment in full of all Senior Indebtedness has been made and (B) the
holders of the Senior Indebtedness shall be entitled to receive payment in full
of all Senior Indebtedness prior to the entitlement of any Obligor or any
Subsidiary of a Borrower to receive any payment of the principal or interest
(except for payments which have been made prior to the occurrence of such event
of default);

         (iv) If, notwithstanding the provisions of the foregoing subparagraphs
(i) through (iii), any payment or distribution on any indebtedness shall be
received by any Guarantor or any



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<PAGE>

Obligor or any Subsidiary of a Borrower while an Event of Default exists and
before the holders of the Senior Indebtedness shall have received payment in
full on all Senior Indebtedness, such payment or distribution shall be (and
shall be deemed to be) held in trust for the benefit of, and shall be paid over
or delivered or transferred to, the holders of the Senior Indebtedness for
application to the payment of all Senior Indebtedness held by such holder to the
extent necessary to satisfy such Senior Indebtedness; and

         (v) No present or future holder of Senior Indebtedness shall be
prejudiced in its right to enforce subordination of any Obligor or any
Subsidiary of a Borrower by any act or failure to act on the part of such
Guarantor whether or not such act or failure shall give rise to any right of
rescission or other claim or cause of action on the part of any other Guarantor
or any Borrower or any Subsidiary of a Borrower. The provisions of the foregoing
paragraphs with respect to subordination are solely for the purpose of defining
the relative rights of the holders of Senior Indebtedness on the one hand, and
any Obligor or any Subsidiary of a Borrower on the other hand, and none of such
provisions shall impair, as between such Guarantor and any Obligor or any
Subsidiary of a Borrower, the obligation of such Guarantor, which is
unconditional and absolute, to pay to any Obligor or any Subsidiary of a
Borrower the principal and interest of any indebtedness in accordance with its
terms, nor shall anything in such provisions prevent any other Obligor or any
Subsidiary of a Borrower from exercising all remedies otherwise permitted by
applicable law or hereunder upon default hereunder, subject to the rights of
holders of Senior Indebtedness under such provisions.

Section 7. Agency and Intercreditor Arrangement.

         (a) Agent's Authorization and Action. By acceptance of this Guaranty
each of the Financial Institutions hereby appoints and authorizes Citibank, N.A.
as the agent, to take such action as agent on such Financial Institution's
behalf and to exercise such powers under the this Guaranty as are delegated to
the Agent by the terms hereof, together with such powers as are reasonably
incidental thereto; provided, however, Agent shall not bring an action on behalf
of the Financial Institutions to enforce their rights against an Obligor under
the terms of this Guaranty until Agent receives the approval of the Majority
Financial Institutions (as defined below) to do so. As to any matters not
expressly provided for by this Guaranty, 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 the Majority Financial Institutions, and
such instructions shall be binding upon all Financial Institutions; 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 this Guaranty or
applicable law. The Agent agrees to give to each Financial Institution prompt
notice of each notice given to it by any Guarantor pursuant to the terms of this
Guaranty. For purposes of this Guaranty, "Majority Financial Institutions" shall
have consented when consent has been received from both (a) the Majority Banks
as such term is defined in the L/C Credit Agreement, and (b) the Majority Banks
as such term is defined in the MWCA Credit Agreement.

         (b) 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 this Guaranty, except for its
or their own gross negligence or willful misconduct. Without limitation of the
generality of the foregoing, the Agent: (i) may continue to treat each of the
original Financial Institutions as a current Financial Institution until the
Agent receives



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<PAGE>

documentation that is acceptable to Agent (in the Agent's sole discretion)
evidencing any transfer of such Financial Institutions rights and obligations to
another entity; (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 Financial Institution and shall not
be responsible to any Financial Institution for any statements, warranties or
representations (whether written or oral) made in or in connection with this
Guaranty; (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 this
Guaranty on the part of any Obligor or to inspect any property (including the
books and records) of any Obligor; (v) shall not be responsible to any Financial
Institution for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Guaranty or any other instrument or
document furnished pursuant hereto; and (vi) shall incur no liability under or
in respect of any Credit Document or this Guaranty 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.

         (c) Rights. With respect to (a) its Letter of Credit Commitments, the
advances made by it, the Reimbursement Obligations owed to it, any Letter of
Credit Interest held by it, the notes, if any, issued to it and all other credit
extensions and documents related to the L/C Credit Agreement and (b) its
Commitments, Advances, Notes (as such terms are defined in the MWCA Credit
Agreement) issued to it and all other credit extensions and documents related to
the MWCA Credit Agreement, Citibank N.A., shall have the same rights and powers
under the above described credit extensions and documents and this Guaranty as
any other Financial Institution and may exercise the same as though it was not
the Agent. The terms Financial Institution and Financial Institutions shall,
unless otherwise expressly indicated, include Citibank N.A. in its individual
capacity. Citibank N.A., 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 Subsidiary or Borrower and any other Person, all as if Citibank N.A. were
not the Agent, in each case without any duty to account therefor to any of the
Financial Institutions.

         (d) Financial Institution Credit Decision. Each Financial Institution
acknowledges that it has, independently and without reliance upon the Agent or
any other Financial Institution and based on the financial statements and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into the transactions set forth in the
Credit Documents it has executed. Each Financial Institution also acknowledges
that it will, independently and without reliance upon the Agent or any other
Financial Institution 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 of the Credit Documents or this Guaranty.

         (e) Successor Agent. The Agent may resign at any time as Agent under
this Guaranty by giving written notice thereof to the Financial Institutions and
the Borrowers and may be removed at any time with or without cause by the
Majority Financial Institutions. Upon any such resignation or removal, the
Majority Financial Institutions shall have the right to appoint a successor
Agent from among the Financial Institutions. If no successor Agent shall



                                      -8-
<PAGE>

have been so appointed by the Majority Financial Institutions 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 Financial Institutions'
removal of the retiring Agent, then the retiring Agent may, on behalf of the
Financial Institutions, appoint a successor Agent, which shall be an entity
which is a commercial bank organized under the laws of the United States of
America or of any State thereof and having a combined capital and surplus of at
least $500,000,000. Upon the acceptance of any appointment as Agent under this
Guaranty 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 Guaranty, and the
retiring Agent shall be discharged from its duties and obligations as Agent
under this Guaranty. After any retiring Agent's resignation or removal hereunder
as Agent, the provisions of this Article 7 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Agent under this
Guaranty.

         (f) Application of Proceeds. The proceeds of any sale of, or other
realization upon, all or any funds or collateral pursuant to the terms of this
Guaranty shall be in the following order:

             First, to payment of the reasonable expenses of any such sale or
             other realization, including payment of fees, indemnities, expenses
             and other amounts (including, without limitation, attorneys' fees)
             payable to Agent in its capacity as such, and to the ratable
             payment of any other unreimbursed reasonable expenses for which
             Agent or any Financial Institution is to be reimbursed pursuant to
             this Guaranty; and

             Second, to the Financial Institutions ratably according to their
             Credit Exposure.

A Financial Institution's "Credit Exposure" shall be equal to (a) the amount of
its ratable portion of Obligations under the L/C Credit Agreement plus, (b) the
positive amount, if any, by which (i) its commitments, however denominated, to
issues additional Letters of Credit and/or extend any other type of additional
credit to Borrower under the L/C Credit Agreement exceed (ii) the amount of its
ratable portion of Obligations under the L/C Credit Agreement plus, (c) the
amount of its ratable portion of outstanding Advances under the MWCA Credit
Agreement plus (d) the positive amount, if any, by which (i) its Commitments
exceed (ii) its ratable portion of outstanding Advances under the MWCA Credit
Agreement. For purposes of (c) and (d) above Advances and Commitment shall have
the meaning set forth for such terms in the MWCA Credit Agreement. If all
Commitments under the L/C Credit Agreement and all Commitments (as such term is
defined in the MWCA Credit Agreement) under the MWCA Credit Agreement have
terminated, the Credit Exposure of each Financial Institution shall be deemed to
be (i) the amount of its commitments, however denominated, to issues additional
Letters of Credit and/or extend any other type of additional credit to Borrower
under the L/C Credit Agreement immediately prior to the time that such
"commitments" terminated plus (ii) the amount of its Commitments (as defined in
the MWCA Credit Agreement) immediately prior to the time that such commitments
terminated.


                                      -9-
<PAGE>

Section 8. Miscellaneous.

         8.01. Amendments, Etc. Any amendment or waiver to this Guaranty shall
be effective only if approved by Financial Institutions holding at least 51% of
the principal amount of the Guaranteed Obligations at the time thereof and only
in the specific instance and for the specific purpose for which given. Provided,
however, that any amendment or waiver releasing any Guarantor from any liability
hereunder shall require the unanimous consent of all Financial Institutions and
be effective only in the specific instance and for the specific purpose for
which given.

         8.02. Addresses for Notices. All notices and other communications to
Guarantor shall be delivered to the address set forth beneath its signature on
the signature page hereto, or to such other address as shall be designated by
the Guarantor by written notice to all of the Financial Institutions. All
notices and other communications provided for under this Guaranty shall be in
writing (including telecopy communication), shall be mailed, telecopied, or
delivered, and shall, when mailed or telecopied, be effective when received in
the mail or sent by telecopier.

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

         8.04. Right of Set-Off. Upon the occurrence and during the continuance
of any default or event of default however described under a Credit Document,
Agent and each Financial Institution party to such Credit Document is hereby
authorized at any time, to the fullest extent permitted by law, to set off and
apply any deposits (general or special, time or demand, provisional or final)
and other indebtedness owing by Agent or such Financial Institution to the
accounts of the Guarantors against any and all of the obligations of the
Guarantors under this Guaranty, irrespective of whether or not Agent or such
Financial Institution shall have made any demand under this Guaranty and
although such obligations may be contingent and unmatured. Agent and each
Financial Institution agree promptly to notify the Guarantors after any such
set-off and application made by Agent or such Financial Institution provided
that the failure to give such notice shall not affect the validity of such
set-off and application. The rights of Agent and the Financial Institutions
under this Section 8.04 are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which Agent and the Financial
Institutions may have.

         8.05. Continuing Guaranty; Assignments under Credit Documents. This
Guaranty is a continuing guaranty and shall (a) remain in full force and effect
until the indefeasible payment in full of the Guaranteed Obligations and all
other amounts payable under this Guaranty, (b) be binding upon each Guarantor
and its respective successors and assigns, (c) inure to the benefit of, and be
enforceable by, Agent and each of the Financial Institutions and their
respective successors, transferees and assigns, and (d) not be terminated by any
Guarantor or any other Person. Without limiting the generality of the foregoing
clause (c), Agent and any Financial Institution may assign or otherwise transfer
all or any portion of its rights and Guaranteed Obligations and the assignee
shall thereupon become vested with all the benefits in respect thereof granted
to Agent or such Financial Institution herein or otherwise. Upon the
indefeasible



                                      -10-
<PAGE>

payment in full and termination of the Guaranteed Obligations, each guaranty
granted hereby shall terminate and all rights hereunder shall revert to the
Guarantor to the extent such rights have not been applied pursuant to the terms
hereof. Upon any such termination, Agent will, at such Guarantor's expense,
execute and deliver to such Guarantor such documents as such Guarantor shall
reasonably request and take any other actions reasonably requested to evidence
or effect such termination. This Guaranty is not assignable by any Guarantor
without the written consent of the Agent.

         8.06 Incorporated Definitions. All defined terms that are incorporated
from other agreements into this Guaranty by reference shall have the meanings
assigned to such terms as of the date hereof but shall not be modified by any
subsequent amendment or modification that takes place after the date hereof
unless consented to by the parties hereto.

         8.07. Governing Law; Submission to Jurisdiction; Suits and Claims.

         (a) This Guaranty shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York, except to the extent
provided in Section 8.07(b) hereof and to the extent that the federal laws of
the United States of America may otherwise apply.

         (b) Notwithstanding anything in Section 8.07(a) hereof to the contrary,
nothing in this Guaranty shall be deemed to constitute a waiver of any rights
which Agent or any of the other Financial Institutions may have under the
National Bank Act or other federal law, including without limitation the right
to charge interest at the rate permitted by the laws of the state where Agent or
any other applicable Financial Institution is located.

         (c) ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN
CONNECTION WITH, ANY CREDIT DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE OF
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OF THE AGENT, THE
FINANCIAL INSTITUTIONS OR ANY GUARANTOR IN CONNECTION HEREWITH OR THEREWITH MAY
BE BROUGHT AND MAINTAINED IN THE COURTS OF THE STATE OF NEW YORK OR IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED,
HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY COLLATERAL OR OTHER
PROPERTY MAY BE BROUGHT, AT AGENT'S OPTION, IN THE COURTS OF ANY JURISDICTION
WHERE SUCH COLLATERAL OR OTHER PROPERTY MAY BE FOUND. EACH GUARANTOR IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY
PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF NEW YORK AT THE ADDRESS FOR
NOTICES PROVIDED FOR HEREIN. EACH GUARANTOR HEREBY EXPRESSLY AND IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE
OR HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN
ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT ANY GUARANTOR HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, EACH GUARANTOR HEREBY IRREVOCABLY WAIVES TO THE FULLEST EXTENT
PERMITTED BY LAW SUCH IMMUNITY IN RESPECT OF ITS OBLIGATIONS UNDER THIS GUARANTY
AND THE CREDIT DOCUMENTS.


                                      -11-
<PAGE>

         (d) EACH GUARANTOR, AGENT AND THE FINANCIAL INSTITUTIONS HEREBY
IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OF THE TRANSACTIONS
CONTEMPLATED HEREBY.

         (e) The provisions set forth in this Guaranty shall only be enforceable
by Agent, the Financial Institutions and their respective successors and
assigns, and no other Person shall have the right to bring any claim or cause of
action based on this Guaranty.



                                      -12-
<PAGE>


         Each Guarantor has caused this Guaranty to be duly executed as of the
date first above written.

                        [See attached chart of Signatures to the Guaranty]


         ACKNOWLEDGED AND ACCEPTED by the following party as of the date first
written above:


                         CITIBANK, N.A., as Agent (as such term is defined in
                                                   this Guaranty)

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




                                      -13-
<PAGE>


SIGNATORIES TO THE GUARANTY

Black Marlin Pipeline Company
------------------------------------------------------------
Gas Supply, L.L.C.
------------------------------------------------------------
Juarez Pipeline Company
------------------------------------------------------------
Mapco, Inc.
------------------------------------------------------------
MAPL Investments, Inc.
------------------------------------------------------------
Memphis Generation, L.L.C.
------------------------------------------------------------
North Padre Island Spindown, Inc.
------------------------------------------------------------
WFS Enterprises, Inc.
------------------------------------------------------------
WFS-Liquids Company
------------------------------------------------------------
WFS-NGL Pipeline Company Inc.
------------------------------------------------------------
WFS-Offshore Gathering Company
------------------------------------------------------------
Williams Alaska Air Cargo Properties, L.L.C.
------------------------------------------------------------
Williams Alaska Petroleum, Inc.
------------------------------------------------------------
Williams Alaska Pipeline Company, L.L.C.
------------------------------------------------------------
Williams Bio-Energy, L.L.C.
------------------------------------------------------------
Williams Energy Marketing & Trading Company
------------------------------------------------------------
Williams Energy Services, L.L.C.
------------------------------------------------------------
Williams Ethanol Services, Inc.
------------------------------------------------------------
Williams Express, Inc. [AK]
------------------------------------------------------------
Williams Express, Inc. [DE]
------------------------------------------------------------
Williams Field Services Company
------------------------------------------------------------
Williams Field Services Group, Inc.
------------------------------------------------------------
Williams Field Services-Gulf Coast Company, L.P.
------------------------------------------------------------
Williams Gas Processing-Wamsutter Company
------------------------------------------------------------
Williams Gas Processing Company
------------------------------------------------------------
Williams Generating Memphis, LLC
------------------------------------------------------------
Williams Generation Company - Hazelton
------------------------------------------------------------
Williams Memphis Terminal, Inc.
------------------------------------------------------------
Williams Merchant Services Company, Inc.
------------------------------------------------------------
Williams Mid-South Pipelines, LLC
------------------------------------------------------------
Williams Midstream Natural Gas Liquids, Inc.
------------------------------------------------------------
Williams Natural Gas Liquids, Inc.
------------------------------------------------------------
Williams Olefins Feedstock Pipelines, L.L.C.
------------------------------------------------------------
Williams Olefins, L.L.C.
------------------------------------------------------------
Williams Petroleum Pipeline Systems, Inc.
------------------------------------------------------------
Williams Refining & Marketing, L.L.C.
------------------------------------------------------------
Worthington Generation, L.L.C.
------------------------------------------------------------


                                      -14-

</TEXT>
</DOCUMENT>
