Williams Communications Group, Inc.

Beautifully engraved certificate from the Williams Communications Group, Inc. This historic document was printed by the American Banknote Company and has an ornate border around it with a vignette of the company logo and an allegorical woman between two globes. This item has the printed signatures of the Company’s Chairman of the Board and Chief Executive Officer and Secretary.








Certificate Vignette



Williams Communications Group, Inc. announced on April 22, 2002 that it had entered into agreements with its principal creditor groups regarding certain significant terms of a debt restructuring to reduce the Company’s debt by approximately $6 billion through a negotiated Chapter 11 filing. Over 90% of the Company’s bank lenders were joined by an ad hoc committee of bondholders in reaching these agreements.

Press Release

TULSA, Okla., April 22 – Williams Communications Group, Inc. (OTCBB: WCRQ), the parent company of Williams Communications, LLC, today announced that it has entered into agreements with its principal creditor groups regarding certain significant terms of a debt restructuring to reduce the Company’s debt by approximately $6 billion through a negotiated Chapter 11 filing. Over 90% of the Company’s bank lenders were joined by an ad hoc committee of bondholders in reaching these agreements.

In order to effectuate the plan, the Company has filed a voluntary petition for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of New York and expects to file a plan of reorganization in the near future.

The Company’s operating subsidiary, Williams Communications, LLC, is not expected to be involved in the Chapter 11 reorganization process. Accordingly, the filing is not anticipated to affect domestic or international business operations of Williams Communications, which the Company intends to continue uninterrupted.

"After considering all options, it was determined that a Chapter 11 financial restructuring would be the best method to restructure the holding company’s balance sheet while at the same time protecting the ability of Williams Communications to continue operations without interruption," said Howard Janzen, Chairman and Chief Executive Officer. "During the Chapter 11 process, Williams Communications’ operations and its customer relationships will have the opportunity to continue, along with its strong customer commitment and focus."

The Company and its bank lenders and bond holders have entered into a lock-up agreement pursuant to which the creditor groups will vote in favor of a plan of reorganization consistent with the terms outlined in the lock-up agreement. The lock-up agreement will remain in place until July 15, 2002, although the Company may obtain an automatic extension to October 15, 2002, if it has filed a plan of reorganization and has met certain other conditions.

The lock-up agreement establishes a framework for a reorganization in which 100% of the holding company’s pre-petition unsecured claims would be converted into 100% of the common stock of the reorganized company. The lock-up agreement also requires Williams Communications to raise at least $150 million through additional debt or equity investment prior to approval of the plan of reorganization in order to facilitate the Company’s commitment to prepay $450 million of its bank debt, $200 million of which was prepaid upon execution of the lock-up agreement.

The Williams Companies, Inc., the Company’s third principal creditor and former parent, previously agreed not to oppose a plan of reorganization as long as certain conditions were met. These conditions include providing for the treatment of certain of Williams’ unsecured claims in a manner substantially identical to the treatment of other unsecured claims against the Company, not impairing Williams’ claims related to certain service and lease agreements, and containing other terms related to the treatment of certain service and lease agreements still in place following the spin-off of the Company.

After the Company files the proposed plan of reorganization, the court must first approve the proposed plan and disclosure statement, which will then be distributed to all members of the principal creditor groups for approval. Taken as a whole, the respective agreements signed by the Company’s principal creditor groups establish a framework for the Company’s anticipated Chapter 11 plan. However, the outcome of this process cannot be predicted with certainty.

"Williams Communications has a strong customer base and a sound operation. We believe that with a strengthened balance sheet, Williams Communications will be better positioned to succeed over the long-term," Janzen added.

About Williams Communications Group, Inc. (OTC:WCGRQ) Based in Tulsa, Okla., Williams Communications Group, Inc., through its operating subsidiary Williams Communications, LLC, is a leading broadband network services provider focused on the needs of bandwidth-centric customers. Williams Communications operates the largest, most efficient, next-generation network in North America. Connecting 125 U.S. cities and reaching five continents, Williams Communications provides customers with unparalleled local-to-global connectivity. By leveraging its infrastructure, best-in-breed technology, connectivity and network and broadband media expertise, Williams Communications supports the bandwidth demands of leading communications companies around the globe. For more information, visit www.williamscommunications.com.