<DOCUMENT>
<TYPE>EX-10.(S)
<SEQUENCE>10
<FILENAME>d93687ex10-s.txt
<DESCRIPTION>AMENDMENT AND CONSENT DATED 2/7/02
<TEXT>
<PAGE>
                                                                   EXHIBIT 10(s)




                              AMENDMENT AND CONSENT

         AMENDMENT AND CONSENT dated as of February 7, 2002 (this "Agreement")
by the undersigned persons (the "Parties").

                             PRELIMINARY STATEMENTS

                  A. The Parties are parties to certain Operative Documents
referred to in the Amended and Restated Participation Agreement dated as of
September 2, 1998 (the "Participation Agreement") among Williams Communications,
LLC, formerly Williams Communications, Inc. ("WCLLC"), State Street Bank and
Trust Company of Connecticut, National Association, not in its individual
capacity except as expressly set forth therein, but solely as Trustee (the
"Trustee"), the persons named therein as note purchasers and their permitted
successors and assigns (the "Note Holders"), the persons named therein as
certificate purchasers and their permitted successors and assigns (the
"Certificate Holders"), the persons named therein as APA Purchasers and their
permitted successors and assigns (the "APA Purchasers"), State Street Bank and
Trust Company ("State Street"), not in its individual capacity but solely as
collateral agent (the "Collateral Agent"), and Citibank, N.A., in its capacity
as agent for the Note Holders and the Certificate Holders (the "Agent").

                  B. The Williams Companies, Inc. (the "Guarantor"), the
Trustee, the Collateral Agent, the Agent and Citibank, N.A., as agent for the
APA Purchasers, are parties to the Second Amended and Restated Guaranty
Agreement, dated as of August 17, 2000 (as amended through the date hereof, the
"Guaranty").

                  C. The Guarantor has requested certain amendments to the
Guaranty.

                  D. The Parties, other than the Guarantor, are willing to
consent to such amendments, subject to the terms and conditions set forth in
this Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements herein contained, the Parties agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

                  1.1 Defined Terms. As used in this Agreement, (i) terms
defined in the first paragraph, preliminary statements or other sections of this
Agreement shall have the meanings set forth therein, and (ii) capitalized terms
used in this Agreement and not otherwise defined herein shall have the meanings
set forth in Appendix A to the Participation Agreement and the other Operative
Documents referred to therein.


<PAGE>

                                   ARTICLE II

                                   AMENDMENTS

                  2.1 Amendment of Section 1.01. Section 1.01 of the Guaranty is
hereby amended as follows:

                  (a) The definition of "Debt" in such Section 1.01 is hereby
amended and restated to read in its entirety as follows:

                  "Debt" means, in the case of any Person, (i) indebtedness of
         such Person for borrowed money, (ii) obligations of such Person
         evidenced by bonds, debentures or notes, (iii) obligations of such
         Person to pay the deferred purchase price of property or services
         (other than trade payables not overdue by more than 60 days incurred in
         the ordinary course of business), (iv) monetary obligations of such
         Person as lessee under leases that are, in accordance with generally
         accepted accounting principles, recorded as capital leases, (v)
         obligations of such Person under guaranties in respect of, and
         obligations (contingent or otherwise) to purchase or otherwise acquire,
         or otherwise to assure a creditor against loss in respect of,
         indebtedness or obligations of others of the kinds referred to in
         clauses (i) through (iv) of this definition and (vi) indebtedness or
         obligations of others of the kinds referred to in clauses (i) through
         (v) of this definition secured by any Lien on or in respect of any
         property of such Person; provided, however, that (w) Debt shall not
         include any obligations of the Guarantor in respect of the FELINE PACS;
         (x) Debt shall not include any obligation under or resulting from any
         agreement referred to in paragraph (y) of Schedule I; (y) in the case
         of the Guarantor, Debt shall not include any contingent obligation of
         the Guarantor relating to indebtedness incurred by any Williams SPV,
         WCG or a WCG Subsidiary pursuant to the WCG Structured Financing
         (except that in the event that the WCG Refinancing Transaction shall
         have occurred, then Debt shall include the aggregate amount of the WCG
         Structured Financing for which the Guarantor or any of its Subsidiaries
         shall have become directly and primarily liable); and (z) it is the
         understanding of the parties hereto that Debt shall not include any
         monetary obligations or guaranties of monetary obligations of Persons
         as lessee under leases that are, in accordance with generally accepted
         accounting principles, recorded as operating leases.

                  (b) The following definition of "FELINE PACS" is hereby
inserted in the alphabetically appropriate location in such Section 1.01:

                  "FELINE PACS" means those certain units, as described in the
         Guarantor's prospectus supplement dated January 7, 2002, issued by the
         Guarantor in January, 2002 in an aggregate face amount of
         $1,100,000,000.

                  (c) The definition of "Net Worth" in such Section 1.01 is
hereby amended and restated to read in its entirety as follows:





                                       2
<PAGE>

                  "Net Worth" of any Person means, as of any date of
         determination the excess of total assets of such Person over total
         liabilities of such Person, total assets and total liabilities each to
         be determined in accordance with generally accepted accounting
         principles; provided, however, that for purposes of calculating Net
         Worth, total liabilities shall not include any obligations of the
         Guarantor in respect of the FELINE PACS.

                  (d) The definition of "WCG Note" is hereby inserted in the
alphabetically appropriate location in such Section 1.01:

                  "WCG Note" means that certain promissory note dated March 28,
         2001 issued by WCG to WCG Note Trust, a Delaware business trust, in a
         principal amount of $1,500,000,000 with a maturity date of March 31,
         2008.

                  (e) The definition of "WCG Refinancing Transaction" is hereby
inserted in the alphabetically appropriate location in such Section 1.01:

                  "WCG Refinancing Transaction" means any transaction or series
         of related transactions pursuant to which the Guarantor or any
         Subsidiary of the Guarantor becomes directly and primarily liable to
         the holders of the WCG Senior Notes for an aggregate amount not
         exceeding the outstanding principal amount of the WCG Senior Notes,
         together with all accrued and unpaid interest thereon, any fees, and
         any premiums or make-whole payments payable as a result of a prepayment
         or early redemption of the WCG Senior Notes, including, without
         limitation, by means of (i) any amendment to the transaction documents
         pursuant to which the WCG Senior Notes were issued, (ii) an exchange
         offer or tender offer for the WCG Senior Notes or the WCG Note in
         consideration for which the Guarantor or any Subsidiary of the
         Guarantor issues debt securities of the Guarantor or any Subsidiary of
         the Guarantor, (iii) any redemption or repurchase, in whole or in part,
         of the WCG Senior Notes by the Guarantor or any Subsidiary of the
         Guarantor, (iv) any exercise of the "Share Trust Release Option" as
         defined in the transaction documents pursuant to which the WCG Senior
         Notes were issued, or (v) the Guarantor or any Subsidiary of the
         Guarantor making any payments in respect of the WCG Senior Notes or the
         WCG Note.

                  (f) The definition of "WCG Reimbursement Obligations" is
hereby inserted in the alphabetically appropriate location in such Section 1.01:

                  "WCG Reimbursement Obligations" means any obligations of any
         WCG Subsidiary in favor of the Guarantor, any Subsidiary of the
         Guarantor or the WCG Senior Notes Issuer pursuant to which such WCG
         Subsidiary has agreed to pay the Guarantor, any Subsidiary of the
         Guarantor or the WCG Senior Notes Issuer an amount equal to or less
         than the total amount of the obligations incurred by the Guarantor
         and/or its Subsidiaries in connection with the WCG Refinancing
         Transaction, including, without limitation, in respect of principal,
         interest, fees and any premiums or make-whole payments payable as a
         result of a prepayment or early redemption of the WCG Senior Notes.



                                       3
<PAGE>

                  (g) The definition of "WCG Senior Notes" is hereby inserted in
the alphabetically appropriate location in such Section 1.01:

                  "WCG Senior Notes" means those certain 8.25% Senior Secured
         Notes due 2004 in an aggregate principal amount of $1,400,000,000
         issued by the WCG Senior Notes Issuer.

                  (h) The definition of "WCG Senior Notes Issuer" is hereby
inserted in the alphabetically appropriate location in such Section 1.01:

                  "WCG Senior Notes Issuer" means, collectively, WCG Note Trust,
a Delaware business trust, and WCG Note Corp., Inc., a Delaware corporation.

                  2.2 Amendment of Section 4.02. Section 4.02 of the Guaranty is
hereby amended as follows:

                  (a) Clause (c) of Section 4.02 is hereby amended by deleting
the period at the end of subclause (iv) thereof, inserting in its place a
semicolon and inserting the following new subclause (v) immediately following
the existing clause (iv):

                  "(v) Williams Pipeline Company, LLC from (1) selling,
         conveying or otherwise transferring all or substantially all of its
         assets to another Person or (2) merging or consolidating with or into
         another Person, in either case, for fair-market value and on
         commercially reasonable terms and conditions in the good faith judgment
         of the Guarantor."

                  (b) Clause (e) of Section 4.02 is hereby amended and restated
to read in its entirety as follows:

                  "(e) Loans and Advances; Investments. Make or permit to remain
         outstanding, or allow any of its Subsidiaries to make or permit to
         remain outstanding, any loan or advance to, or own, purchase or acquire
         any obligations or debt securities of, any WCG Subsidiary, except that
         the Guarantor and its Subsidiaries may (i) permit to remain outstanding
         loans and advances to a WCG Subsidiary existing as of the date hereof
         and listed on Exhibit A hereof (and such WCG Subsidiaries may permit
         such loans and advances to remain outstanding), (ii) purchase or
         acquire the WCG Senior Notes or the WCG Note pursuant to the WCG
         Refinancing Transaction, and (iii) purchase or acquire and permit to
         remain outstanding, the WCG Reimbursement Obligations. Except for those
         investments in existence on the date hereof and listed on Exhibit A
         hereof, purchases or acquisitions pursuant to the WCG Refinancing
         Transaction and purchases or acquisitions of WCG Reimbursement
         Obligations, the Guarantor shall not, and shall not permit any of its
         Subsidiaries to, acquire or otherwise invest in any stock or other
         equity or other ownership interest in a WCG Subsidiary."

                  (c) Clause (i) of Section 4.02 is hereby amended by deleting
the period at the end of the existing clause (i) and inserting in its place the
following:



                                       4
<PAGE>

                  "; provided, however, that nothing contained herein shall
         prohibit or otherwise restrict the ability of the Guarantor or any
         Subsidiary of the Guarantor from incurring liability pursuant to the
         WCG Refinancing Transaction."

                                   ARTICLE III

                          REPRESENTATION AND WARRANTIES

                  3.1 Representations and Warranties of the Guarantor. To induce
the other Parties to enter into this Agreement, the Guarantor hereby reaffirms
as to itself and its Subsidiaries, as of the date hereof, its representations
and warranties contained in Section 3.01 of the Guaranty (except to the extent
such representations and warranties relate solely to an earlier date) and
additionally represents and warrants as follows:

                  (a) The Guarantor is duly organized, validly existing and in
         good standing under the laws of the State of Delaware and has all
         corporate powers and all governmental licenses, authorizations,
         certificates, consents and approvals required to carry on its business
         as now conducted in all material respects, except for those licenses,
         authorizations, certificates, consents and approvals which the failure
         to have could not reasonably be expected to have a material adverse
         effect on the business, assets, condition or operation of the Guarantor
         and its Subsidiaries taken as a whole. Each Material Subsidiary of the
         Guarantor is duly organized or validly formed, validly existing and (if
         applicable) in good standing under the laws of its jurisdiction of
         incorporation or formation, except where the failure to be so
         organized, existing and in good standing could not reasonably be
         expected to have a material adverse effect on the business, assets,
         condition or operations of the Guarantor and its Subsidiaries taken as
         a whole. Each Material Subsidiary of the Guarantor has all corporate or
         limited liability company powers and all governmental licenses,
         authorizations, certificates, consents and approvals required to carry
         on its business as now conducted in all material respects, except for
         those licenses, authorizations, certificates, consents and approvals
         which the failure to have could not reasonably be expected to have a
         material adverse effect on the business, assets, condition or operation
         of the Guarantor and its Subsidiaries taken as a whole.

                  (b) The execution, delivery and performance by the Guarantor
         of this Agreement and the consummation of the transactions contemplated
         by this Agreement are within the Guarantor's corporate powers, have
         been duly authorized by all necessary corporate action, do not
         contravene (i) the Guarantor's charter or by-laws or (ii) any law or
         any contractual restriction binding on or affecting the Guarantor and
         will not result in or require the creation or imposition of any Lien.

                  (c) No authorization or approval or other action by, and no
         notice to or filing with, any governmental authority or regulatory body
         is required for the due execution, delivery and performance by the
         Guarantor of this Agreement or the consummation of the transactions
         contemplated by this Agreement.

                  (d) This Agreement has been duly executed and delivered by the
         Guarantor. This Agreement and the Guaranty as amended by this Agreement
         are the legal, valid and



                                       5
<PAGE>

         binding obligations of the Guarantor enforceable against the 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 and by
         general principles of equity.

                  (e) Except as set forth in the Public Filings and except for
         certain class-action lawsuits filed on or after January 29, 2002
         alleging fraud and other violations of applicable securities laws,
         there is, as to the Guarantor, no pending or, to the knowledge of the
         Guarantor, threatened action or proceeding affecting the Guarantor or
         any material Subsidiary of the Guarantor before any court, governmental
         agency or arbitrator, which could reasonably be expected to materially
         and adversely affect the financial condition or operations of the
         Guarantor and its Subsidiaries taken as a whole or which purports to
         affect the legality, validity, binding effect or enforceability of this
         Agreement, the Guaranty or any other Operative Document. For the
         purposes of this Section, "Public Filings" shall mean the Guarantor's
         annual report on Form 10-K for the year ended December 31, 2000, and
         the Guarantor's quarterly reports on Form 10-Q for the quarters ended
         March 31, 2001, June 30, 2001 and September 30, 2001.

                  (f) Upon giving effect to this Agreement, no event has
         occurred and is continuing which constitutes a Guaranty Default or
         which would constitute a Guaranty Default but for the requirement that
         notice be given or time elapse or both.

                                   ARTICLE IV

                                  MISCELLANEOUS

                  4.1 Effectiveness. The effectiveness of this Agreement is
conditioned upon receipt by the Agent of all the following documents, each in
form and substance satisfactory to the Agent:

                  (a) Counterparts of this Agreement executed by the Guarantor,
         WCLLC, the Agent, the Majority Holders and by CXC and the Majority
         Purchasers (as defined in the APA);

                  (b) A certificate of the Secretary or Assistant Secretary of
         the Guarantor as to (i) any changes (or the absence of changes) since
         August 17, 2001 to its certificate of incorporation and its by-laws as
         of the date hereof, (ii) the resolutions of the Guarantor authorizing
         the execution of this Agreement and (iii) the names and true signatures
         of the officers authorized to execute this Agreement; and

                  (c) Such other documents as the Agent shall have reasonably
         requested.

                  4.2 Trustee. The undersigned Note Holders and Certificate
Holders hereby (a) direct the Trustee to give its consent to the actions
contemplated hereby by executing and delivering this Agreement, and (b) consent
to the execution and delivery by the Trustee of this Agreement.



                                       6
<PAGE>

                  4.3 Consent. Pursuant to the APA, CXC and the Majority
Purchasers hereby consent to execution of this Agreement by the SPV.

                  4.4 Full Force and Effect. Except as specifically amended
hereby, the Operative Documents and the Securitization Documents shall remain in
full force and effect and are hereby ratified and confirmed. All references to
the Guaranty in any other document, instrument, agreement or writing shall
hereafter be deemed to refer to the Guaranty as amended hereby.

                  4.5 Exculpation of the Trustee. Except for its own gross
negligence and willful misconduct and as otherwise expressly provided in the
Operative Documents, it is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by the Trustee, not in its
individual capacity but solely as Trustee under the Declaration of Trust, in the
exercise of the powers and authority conferred and vested in it as the Trustee,
(b) each of the undertakings and agreements herein made on the part of the
Trustee is made and intended not as a personal representation, undertaking and
agreement by the Trustee but is made and intended for the purpose for binding
only the Trust Estate created by the Declaration of Trust, (c) nothing herein
contained shall be construed as creating any liability on the Trustee,
individually or personally, to perform any obligation of the Trustee either
expressed or implied contained herein or in the Operative Documents, all such
liability, if any, being expressly waived by the Parties and by any Person
lawfully claiming by, through or under the Parties and (d) under no
circumstances shall the Trustee be personally liable for the payment of any
indebtedness or expenses of the Trustee or be liable for the breach or failure
of any obligation, representation, warranty or covenant made or undertaken by
the Trustee under the Operative Documents.

                  4.6 Exculpation of the Collateral Agent. Except for its own
gross negligence and willful misconduct and as otherwise provided in the
Operative Documents, it is expressly understood and agreed by the parties hereto
that (a) this Agreement is executed and delivered by the Collateral Agent, not
in its individual capacity but solely as Collateral Agent, under the Interparty
Agreement, in the exercise of the powers and authority conferred and vested in
it as the Collateral Agent, (b) nothing herein contained shall be construed as
creating any liability on the Collateral Agent, individually or personally, to
perform any obligation of the Collateral Agent either expressed or implied
contained herein or in the Operative Documents, all such liability, if any,
being expressly waived by the Parties and by any Person claiming by, through or
under the Parties and (c) under no circumstances shall the Collateral Agent be
personally liable for the payment of any indebtedness or expenses of the
Collateral Agent or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Collateral Agent
under this Agreement or the Operative Documents except where such breach or
failure is the result of the Collateral Agent's willful misconduct or gross
negligence.

                  4.7 Governing Law. THIS AGREEMENT SHALL BE A CONTRACT MADE
UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING
EFFECT TO THE PRINCIPLES THEREOF RELATING TO CONFLICT OF LAW EXCEPT SECTION
5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW). Whenever possible each
provision of this Agreement shall be interpreted in such manner as to be
effective and valid under applicable law, but if any provision of this Agreement
shall be prohibited by or invalid under applicable law, such




                                       7
<PAGE>

provision shall be ineffective to the extent of such prohibition or invalidity,
without invalidating the remainder of such provision or the remaining provisions
of this Agreement.

                  4.8 Counterparts. This Agreement may be executed in any number
of counterparts, each of which shall, when executed, be deemed to be an original
and all of which taken together shall be deemed to be one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.

                  IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed by their officers thereunto duly authorized as of
the day and year first above written.

                            [SIGNATURE PAGES FOLLOW]




                                       8
<PAGE>



                           WILLIAMS COMMUNICATIONS, LLC


                           By:        /s/ Howard S. Kalika
                               -------------------------------------------------
                               Name:  Howard S. Kalika
                               Title: Senior Vice President & Treasurer


                           THE WILLIAMS COMPANIES, INC.


                           By:        /s/ James G. Ivey
                               -------------------------------------------------
                               Name:  James G. Ivey
                               Title: Treasurer



<PAGE>








                           STATE STREET BANK AND TRUST
                           COMPANY OF CONNECTICUT NATIONAL
                           ASSOCIATION, not in its individual capacity but
                           solely as Trustee  of the 1998 WCI Trust, as
                           Trustee and Lessor


                           By:        /s/ Earl W. Dennison, Jr.
                               -------------------------------------------------
                               Name:  Earl W. Dennison, Jr.
                               Title: Vice President


                           STATE STREET BANK AND TRUST
                           COMPANY, not in its individual capacity but
                           solely as Collateral Agent


                           By:        /s/ Earl W. Dennison, Jr.
                               -------------------------------------------------
                               Name:  Earl W. Dennison, Jr.
                               Title: Vice President




<PAGE>








                           CITIBANK, N.A., as Agent


                           By:        /s/ Todd J. Mogil
                               -------------------------------------------------
                               Name:  Todd J. Mogil
                               Title: Attorney-In-Fact


                           CITIBANK, N.A.
                           as APA Purchaser


                           By:        /s/ Todd J. Mogil
                               -------------------------------------------------
                               Name:  Todd J. Mogil
                               Title: Attorney-In-Fact



<PAGE>







                           CXC INCORPORATED

                           By: CITICORP NORTH AMERICA, INC.,
                               as attorney-in-fact

                           By:        /s/ Kimberly A. Conyngham
                               -------------------------------------------------
                               Name:  Kimberly A. Conyngham
                               Title: Vice President


                           CITICORP NORTH AMERICA, INC.,
                             as administrative agent for CXC
                             Incorporated and as RCE Agent

                           By:        /s/ Kimberly A. Conyngham
                               -------------------------------------------------
                               Name:  Kimberly A. Conyngham
                               Title: Vice President



<PAGE>





                           WC NETWORK FUNDING LLC,
                           as Note Holder

                           By:  WC Network Holdings, Inc.,
                                its sole member

                           By:        /s/ Susan C. Ciaramella
                               -------------------------------------------------
                               Name:  Susan C. Ciaramella
                               Title: Vice President




<PAGE>




                           FBTC LEASING CORP.,
                           as Certificate Holder

                           By:        /s/ Victor Mora
                               -------------------------------------------------
                               Name:  Victor Mora
                               Title: Vice President


<PAGE>





                           SCOTIABANC INC.,
                           as Certificate Holder


                           By:        /s/ W. J. Brown
                               -------------------------------------------------
                               Name:  W. J. Brown
                               Title:





                           THE BANK OF NOVA SCOTIA,
                           as APA Purchaser


                           By:        /s/ M. D. Smith
                               -------------------------------------------------
                               Name:  M. D. Smith
                               Title: Agent Operations




<PAGE>





                           BANK OF MONTREAL,
                           as APA Purchaser


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




<PAGE>





                           ROYAL BANK OF CANADA,
                           as APA Purchaser


                           By:        /s/ Tom J. Oberaigner
                               -------------------------------------------------
                               Name:  Tom J. Oberaigner
                               Title: Senior Manager



<PAGE>





                           BANK OF AMERICA, N.A., as APA Purchaser






                           By:        /s/ Claire M. Liu
                               -------------------------------------------------
                               Name:  Claire M. Liu
                               Title: Managing Director


<PAGE>





                           JP MORGAN CHASE BANK (f/k/a The Chase
                           Manhattan Bank), as APA Purchaser


                           By:        /s/ Steven Wood
                               -------------------------------------------------
                               Name:  Steven Wood
                               Title: Vice President


<PAGE>





                           BARCLAYS BANK PLC,
                           as APA Purchaser


                           By:        /s/ Nicholas A. Bell
                               -------------------------------------------------
                               Name:  Nicholas A. Bell
                               Title: Loan Transaction Manager


<PAGE>





                           TORONTO DOMINION (TEXAS), INC.
                           as APA Purchaser


                           By:        /s/ Jill Hall
                               -------------------------------------------------
                               Name:  Jill Hall
                               Title: Vice President


<PAGE>





                           ABN AMRO BANK, N.V.
                           as APA Purchaser


                           By:        /s/ Neil J. Bivona
                               -------------------------------------------------
                               Name:  Neil J. Bivona
                               Title: Group Vice President



                           By:        /s/ William J. Teresky, Jr.
                               -------------------------------------------------
                               Name:  William J. Teresky, Jr.
                               Title: Group Vice President




<PAGE>





                           FLEET NATIONAL BANK (f/k/a BankBoston,
                           N.A.), as APA Purchaser

                           By:        /s/ Daniel S. Schockling
                               -------------------------------------------------
                               Name:  Daniel S. Schockling
                               Title: Director


<PAGE>





                           CIBC INC., as APA Purchaser


                           By:        /s/ Mark H. Wolf
                               -------------------------------------------------
                               Name:  Mark H. Wolf
                               Title: Executive Director


<PAGE>





                           THE BANK OF NEW YORK,
                           as APA Purchaser


                           By:        /s/ Raymond J. Palmer
                               -------------------------------------------------
                               Name:  Raymond J. Palmer
                               Title: Vice President


<PAGE>





                           BNP PARIBAS, as APA Purchaser


                           By:        /s/ Gregg Bonardi
                               -------------------------------------------------
                               Name:  Gregg Bonardi
                               Title: Director, Media & Telecom Finance


                           By:        /s/ Ben Todres
                               -------------------------------------------------
                               Name:  Ben Todres
                               Title: Director, Media & Telecom Finance



<PAGE>





                           COMMERZBANK AG, NEW YORK AND
                           GRAND CAYMAN BRANCHES, as APA
                           Purchaser


                           By:        /s/ Brian J. Campbell
                               -------------------------------------------------
                               Name:  Brian J. Campbell
                               Title: Senior Vice President


                           By:        /s/ D. L. Ward, Jr.
                               -------------------------------------------------
                               Name:  Assistant Vice President
                               Title: Assistant Vice President



<PAGE>





                           CREDIT AGRICOLE INDOUSUEZ,
                           as APA Purchaser

                           By:        /s/ Brian Knezeak
                               -------------------------------------------------
                               Name:  Brian Knezeak
                               Title: First Vice President



                           By:        /s/ Mark Lyoff
                               -------------------------------------------------
                               Name:  Mark Lyoff
                               Title: Head of Energy Platform



</TEXT>
</DOCUMENT>
