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Monday, 03/11/2002 2:51:49 PM

Monday, March 11, 2002 2:51:49 PM

Post# of 23
Williams Communications Exercises Asset Defeasance Purchase Option

TULSA, Okla., --(OTCBB NEWS NETWORK)--March 11, 2002. Williams Communications (WCGR: .19) announced an important step to preserve its flexibility to achieve a previously announced comprehensive balance sheet restructuring. Williams Communications' operating company subsidiary, Williams Communications, LLC, exercised its right to acquire ownership of certain network assets used in its operations under a $750 million asset defeasance program (ADP).

The Williams Companies, Inc. (NYSE: WMB) is obligated to pay the purchase price for the ADP network assets of approximately $750 million, in accordance with a previously-announced agreement Williams made in September 1999. Upon making that payment, Williams will be entitled to receive an unsecured term note of Williams Communications for approximately $750 million. Upon Williams' payment of the purchase price, the ADP lessor will be obligated to transfer ownership of the network assets to Williams Communications' operating subsidiary and to terminate the ADP arrangement. The purchase is scheduled to close on March 29, 2002.

"This potential development was factored into the earnings, balance sheet and liquidity numbers that have been reported in filings and were presented to investors during the past week," said Steve Malcolm, president and chief executive officer. "In the event we need to perform on this obligation, we have developed more than sufficient financial capacity to do so."

The proposed restructuring is intended to support uninterrupted business service and, at the same time, minimize any impact to customer and vendor relationships. As previously announced, discussions with the company's banks and others have been expanded to include multiple restructuring options, including the use of a negotiated Chapter 11 reorganization as a restructuring mechanism. The company may decide to pursue that alternative to allow for a more orderly process that maximizes enterprise value.

A year after the company's stock closed at $12.90 on the NYSE, Williams Communications finds itself on the brink of a potential bankruptcy filing, undergoing massive layoffs and now on the OTCBB.

WCGR as of 10:39 EST is plus .04 cents (+26.7%) on volume of 3,716,900 shares.

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