EXHIBIT 99.13 AMENDMENT NO. 9 dated as of October 15, 2002 to the Amended and Restated Credit Agreement dated as of September 8, 1999 (as amended, the "Existing Credit Agreement"), among Williams Communications, LLC, as Borrower (the "Borrower"),...Credit Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
Exhibit 2.1 =================================================================== ============= AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • August 25th, 2003 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.2 AMENDMENT TO PURCHASE AND SALE AGREEMENT THIS AMENDMENT (the "Amendment") to the Purchase and Sale Agreement (the "Agreement"), dated as of July 26, 2002, is made as of this 15th day of October, 2002, by and among Leucadia National...Purchase and Sale Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 99.6 STOCKHOLDERS AGREEMENT STOCKHOLDERS AGREEMENT (this "Agreement"), dated as of October 15, 2002, between Leucadia National Corporation, a New York corporation ("Purchaser"), and WilTel Communications Group, Inc. (the "Company"). A....Stockholders Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
andLease Agreement • March 27th, 2003 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.3 ESCROW AGREEMENT This Escrow Agreement is entered into as of the 15th day of October, 2002. AMONG: WILTEL COMMUNICATIONS GROUP, INC., a Nevada corporation (HEREINAFTER referred to as the "Company"),Escrow Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
WITNESSETH:Pledge Agreement • March 27th, 2003 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
July 19, 2002Wiltel Communications Group Inc • March 27th, 2003 • Telephone communications (no radiotelephone) • Delaware
EXHIBIT 99.15 FIRST AMENDMENT TO REAL PROPERTY PURCHASE AND SALE AGREEMENT THIS FIRST AMENDMENT dated as of October 15, 2002 (this "Amendment") to Real Property Purchase and Sale Agreement dated as of July 26, 2002 (the "Agreement"), is entered into...Intercreditor Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • Oklahoma
EXHIBIT 99.17 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 15, 2002, between The Williams Companies, Inc., a Delaware corporation ("TWC" and, together with its Subsidiaries to the extent such...Registration Rights Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.14 AMENDED AND RESTATED SECURITY AGREEMENT Dated as of April 23, 2001 As amended and restated as of October 15, 2002 among WILLIAMS COMMUNICATIONS, LLC, WILTEL COMMUNICATIONS GROUP, INC., THE OTHER LOAN PARTIES referred to herein and BANK...Security Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 99.12 ================================================================= =============== SECOND AMENDED AND RESTATED CREDIT AND GUARANTY AGREEMENT DATED AS OF SEPTEMBER 8, 1999 AS AMENDED AND RESTATED AS OF APRIL 25, 2001 AND AS FURTHER AMENDED...Intercreditor Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone)
July 19, 2002Retention Bonus Agreement • March 27th, 2003 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
I. DEFINITIONSStockholders Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT NO. 1 TO MASTER ALLIANCE AGREEMENTMaster Alliance Agreement • March 27th, 2003 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 99.10 REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of October 15, 2002, between Leucadia National Corporation, a New York corporation (the "Initial Stockholder" and, together with its Subsidiaries to...Registration Rights Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
AMENDMENT No.2 TO TRANSPORT SERVICES AGREEMENT Williams Contract No. 99B1610.0l SBC Agreement No. 00013622 THIS SECOND AMENDMENT ("Amendment No. 2") to the Transport Services Agreement (Williams Contract No. 99B1610.0l; SBC Agreement No. 00013622) is...Transport Services Agreement • March 27th, 2003 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 99.5 SECOND AMENDMENT TO INVESTMENT AGREEMENT THIS SECOND AMENDMENT (the "Amendment") to the Investment Agreement (the "Agreement"), dated as of July 26, 2002, as amended on September 30, 2002, is made as of this 15th day of October, 2002, by...Investment Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 99.4 FIRST AMENDMENT TO INVESTMENT AGREEMENT THIS FIRST AMENDMENT (the "Amendment") to the Investment Agreement (the "Agreement"), dated as of July 26, 2002, is made as of this [ ] day of [ ], 2002, by and among Leucadia National Corporation,...Investment Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 99.11 STOCKHOLDERS RIGHTS AND CO-SALE AGREEMENT THIS STOCKHOLDERS RIGHTS AND CO-SALE AGREEMENT (this "Agreement"), dated as of October 15, 2002, between Leucadia National Corporation, a New York corporation ("Investor"), and WilTel...Stockholders Rights and Co-Sale Agreement • October 24th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.48 CONFIDENTIAL PORTION MARKED [*************] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. FIBER LEASE AGREEMENT dated April 26, 2002Collocation and Maintenance Agreement • March 27th, 2003 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.1 RESTRUCTURING SERVICES AGREEMENT RESTRUCTURING SERVICES AGREEMENT, dated as of October 16, 2002 (the "Agreement"), by and among WilTel Communications Group, Inc. (the "Company"), a Nevada corporation, and Leucadia National Corporation, a...Restructuring Services Agreement • December 6th, 2002 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • New York
EXHIBIT 10.53 December 9, 2002 Scott E. Schubert Williams Communications, LLC One Technology Center, 15A Tulsa, OK 74103 Re: December 10, 2002 - June 27, 2003 Employment Agreement Dear Scott: This letter is to memorialize the terms and conditions or...Wiltel Communications Group Inc • March 27th, 2003 • Telephone communications (no radiotelephone)
RECITALS:Agreement • March 27th, 2003 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone) • Delaware
AGREEMENTAgreement • March 27th, 2003 • Wiltel Communications Group Inc • Telephone communications (no radiotelephone)
EXHIBIT 10.54 November 15, 2002 Frank Semple Williams Communications, LLC One Technology Center, 15A Tulsa, OK 74103 Re: November 1, 2002 -- May 1, 2003 Employment Agreement Dear Frank: This letter is to memorialize the terms and conditions of the...Wiltel Communications Group Inc • March 27th, 2003 • Telephone communications (no radiotelephone)
