<DOCUMENT>
<TYPE>EX-10.(C)
<SEQUENCE>4
<FILENAME>d93687ex10-c.txt
<DESCRIPTION>2ND AMENDMENT TO CREDIT AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT 10(c)

                      SECOND AMENDMENT TO CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT (herein called this
"Amendment"), dated as of February 7, 2002, is entered into by and among the
Borrowers party to the Credit Agreement (as hereinafter defined), the Banks from
time to time party to the Credit Agreement, the Co-Syndication Agents as named
therein, the Documentation Agent as named therein and Citibank, N.A., as agent
for the Banks (in such capacity, the "Agent"). Except as otherwise defined or as
the context requires, terms defined in the Credit Agreement are used herein as
therein defined.

                                   WITNESSETH:

         WHEREAS, The Williams Companies, Inc., a Delaware Corporation ("TWC"),
Northwest Pipeline Corporation, a Delaware corporation ("NWP"), Transcontinental
Gas Pipe Line Corporation, a Delaware corporation ("TGPL"), Texas Gas
Transmission Corporation, a Delaware corporation ("TGT"; TWC, NWP, TGPL and TGT
each a "Borrower" and collectively, the "Borrowers" ) have entered into a
certain Credit Agreement dated as of July 25, 2000 with the financial
institutions from time to time party thereto (the "Banks"), The Chase Manhattan
Bank and Commerzbank AG, as Co-Syndication Agents, Credit Lyonnais New York
Branch, as Documentation Agent, and Citibank, N.A., as Agent (the "Original
Credit Agreement"), which Original Credit Agreement has been amended by a letter
agreement dated as of October 10, 2000, and by a Waiver and First Amendment
dated as of January 31, 2001 (the Original Credit Agreement, as so amended to
the date hereof, the "Credit Agreement");

         WHEREAS, the Borrowers and the Banks now desire to amend the Credit
Agreement in certain respects, as hereinafter provided;

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

         SECTION 1. Amendment of Section 1.01 of the Credit Agreement. Section
1.01 of the Credit Agreement is hereby amended as follows:

                  (a) The definition of "Debt" in such Section 1.1 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



                                      S-1
<PAGE>

                  Lien on or in respect of any property of such Person;
                  provided, however, that (w) Debt shall not include any
                  obligations of the Borrower 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 III,
                  paragraph (y) of Schedule IV, paragraph (y) of Schedule V, or
                  paragraph (y) of Schedule VI; (y) in the case of TWC, Debt
                  shall not include any contingent obligation of TWC relating to
                  indebtedness incurred by any 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 TWC 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
         1.1:

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

                  (c) The definition of "Net Worth" in such Section 1.1 is
         hereby amended and restated to read in its entirety as follows:

                  "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 TWC in respect of the FELINE PACS.

                  (d) The definition of "WCG Note" is hereby inserted in the
         alphabetically appropriate location in such Section 1.1:

                  "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
         1.1:

                  "WCG Refinancing Transaction" means any transaction or series
                  of related transactions pursuant to which TWC or any
                  Subsidiary of TWC 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



                                      S-2
<PAGE>

                  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 TWC or any Subsidiary of TWC issues debt securities of
                  TWC or any Subsidiary of TWC, (iii) any redemption or
                  repurchase, in whole or in part, of the WCG Senior Notes by
                  TWC or any Subsidiary of TWC, (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) TWC
                  or any Subsidiary of TWC 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 1.1:

                  "WCG Reimbursement Obligations" means any obligations of any
                  WCG Subsidiary in favor of TWC, any Subsidiary of TWC or the
                  WCG Senior Notes Issuer pursuant to which such WCG Subsidiary
                  has agreed to pay TWC, any Subsidiary of TWC or the WCG Senior
                  Notes Issuer an amount equal to or less than the total amount
                  of the obligations incurred by TWC 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.

                  (g) The definition of "WCG Senior Notes" is hereby inserted in
         the alphabetically appropriate location in such Section 1.1:

                  "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
         1.1:

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

                  SECTION 2. Amendment of Section 5.02. Section 5.02 of the
         Credit Agreement is hereby amended as follows:

                  (a) Clause (c) of Section 5.02 is hereby amended by deleting
         the word "or" at the end of subclause (iii) thereof, deleting the
         period at the end of subclause (iv) thereof and inserting "; or" in its
         place, and inserting the following new subclause (v) immediately
         following the existing clause (iv):



                                      S-3
<PAGE>

                  "(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 TWC."

                  (b) Clause (e) of Section 5.02 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 a Borrower 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 E 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 E hereof, purchases or
                  acquisitions pursuant to the WCG Refinancing Transaction and
                  purchases or acquisitions of WCG Reimbursement Obligations, no
                  Borrower shall, and no Borrower shall 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 5.02 is hereby amended by deleting
         the period at the end of the existing clause (i) and inserting in its
         place the following:

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

                  (d) The last sentence of clause (k) of Section 5.02 is hereby
         amended by deleting the period at the end of the last sentence of the
         existing clause (k) and inserting in its place the following:

                  "; provided, however, that nothing contained herein shall
                  prohibit or otherwise restrict the ability of TWC or any
                  Subsidiary of TWC to use the proceeds of any Advance to own,
                  purchase or acquire the WCG Senior Notes pursuant to the WCG
                  Refinancing Transaction."

         SECTION 3. Representations and Warranties. To induce the Agent and the
Banks to enter into this Amendment, each of the Borrowers hereby reaffirms as to
itself and its Subsidiaries, as of the date hereof, its representations and
warranties contained in Article IV of the Credit Agreement (except to the extent
such representations and warranties relate solely to an earlier date) and
additionally represents and warrants as follows:



                                      S-4
<PAGE>

                  (a) Each Borrower is duly organized, validly existing and in
         good standing under the laws of the State of Delaware and 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 Borrower and its Subsidiaries taken as a whole. Each
         material Subsidiary of each Borrower 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 such Borrower and its
         Subsidiaries taken as a whole. Each material Subsidiary of a Borrower
         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 such Borrower and its
         Subsidiaries taken as a whole.

                  (b) The execution, delivery and performance by each Borrower
         of this Amendment and the consummation of the transactions contemplated
         by this Amendment are within such Borrower's corporate powers, have
         been duly authorized by all necessary corporate action, do not
         contravene (i) such Borrower's charter or by-laws or (ii) any law or
         any contractual restriction binding on or affecting such Borrower 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 any
         Borrower of this Amendment or the consummation of the transactions
         contemplated by this Amendment.

                  (d) This Amendment has been duly executed and delivered by
         each Borrower. This Amendment and the Credit Agreement as amended by
         this Amendment are the legal, valid and binding obligations of each
         Borrower enforceable against each Borrower 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 each of the Borrowers, no pending or, to the knowledge
         of such Borrower, threatened action or proceeding affecting such
         Borrower or any material Subsidiary of such Borrower (or in the case of
         TWC, the Borrowers, any Subsidiary of a Borrower or any WCG Subsidiary)
         before any court, governmental agency or arbitrator, which could
         reasonably be expected to materially and adversely affect the financial
         condition or operations of such Borrower and its Subsidiaries taken as



                                      S-5
<PAGE>

         a whole or which purports to affect the legality, validity, binding
         effect or enforceability of this Amendment, the Credit Agreement or any
         Note. For the purposes of this Section, "Public Filings" shall mean the
         respective annual reports of TWC or any other Borrower on Form 10-K or
         Form 10-K/A for the year ended December 31, 2000, and TWC's and the
         Borrowers' respective 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 Amendment, no event has
         occurred and is continuing which constitutes an Event of Default or
         which would constitute an Event of Default but for the requirement that
         notice be given or time elapse or both.

         SECTION 4. Conditions to Effectiveness. The effectiveness of this
Amendment 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 Amendment executed by each of the
         Borrowers, the Agent and Banks constituting not less than the Majority
         Banks;

                  (b) A certificate of the Secretary or Assistant Secretary of
         each of the Borrowers as to (i) any changes (or the absence of changes)
         since July 25, 2000 to its certificate of incorporation and its by-laws
         as of the date hereof, (ii) the resolutions of such Borrower
         authorizing the execution of this Amendment and (iii) the names and
         true signatures of the officers authorized to execute this Amendment;

                  (c) An opinion of William G. von Glahn, General Counsel of the
         Borrower, substantially in the form of Exhibit A hereto; and

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

         SECTION 5. Effect. This Amendment shall be deemed to be an amendment to
the Credit Agreement, and the Credit Agreement, as amended hereby, is hereby
ratified, approved and confirmed in each and every respect. All references to
the Credit Agreement in any other document, instrument, agreement or writing
shall hereafter be deemed to refer to the Credit Agreement as amended hereby.

         SECTION 6. Fees. TWC shall pay (a) to each Bank that shall have
approved this Amendment and shall have delivered to the Agent a duly executed
counterpart hereof not later than 12:00 p.m. central standard time on February
7, 2002, a fee equal to 0.25% of each such Bank's respective Commitment, and (b)
to each other Bank that shall have approved this Amendment and shall have
delivered a duly executed counterpart hereof not later than 12:00 p.m. central
standard time on February 14, 2002, a fee equal to 0.10% of each such other
Bank's respective Commitment.

         SECTION 7. Governing Law, Etc. THIS AMENDMENT 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


                                      S-6
<PAGE>

Amendment shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Amendment shall be prohibited by or
invalid under applicable law, such 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 Amendment.

         SECTION 8. Counterpart Execution. This Amendment may be executed in any
number of counterparts, all of which taken together shall constitute one and the
same instrument, and any party hereto may execute this Amendment by signing one
or more counterparts.

         SECTION 9. Successors and Assigns. This Amendment shall be binding upon
each of the Borrowers, the Agent and the Banks and their respective successors
and assigns, and shall inure to the benefit of each of the Borrowers, the Agent
and the Banks and the successors and assigns of the Banks.



                                      S-7
<PAGE>
         IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by their respective officers thereunto duly authorized, to be effective
as of the date first written above.

                                     BORROWERS:

                                     THE WILLIAMS COMPANIES, INC.

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


                                     TEXAS GAS TRANSMISSION CORPORATION

                                     By:        /s/ Nick A. Bacile
                                        ---------------------------------------
                                     Name:  Nick A. Bacile
                                     Title: Vice President & CFO


                                     TRANSCONTINENTAL GAS PIPE LINE
                                     CORPORATION

                                     By:        /s/ Nick A. Bacile
                                        ---------------------------------------
                                     Name:  Nick A. Bacile
                                     Title: Vice President & CFO


                                     NORTHWEST PIPELINE CORPORATION

                                     By:        /s/ Nick A. Bacile
                                        ---------------------------------------
                                     Name:  Nick A. Bacile
                                     Title: Vice President & CFO


                                      S-8
<PAGE>



                                     AGENT:

                                     CITIBANK, N.A., as Agent


                                     By:        /s/ Todd J. Mogil
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------

                                     CO-SYNDICATION AGENTS:

                                     JPMORGAN CHASE BANK
                                     (formerly known as
                                     THE CHASE MANHATTAN BANK),
                                     as Co-Syndication Agent


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                     COMMERZBANK AG,
                                     as Co-Syndication Agent

                                     By:        /s/ Brian J. Campbell
                                        ---------------------------------------
                                             Senior Vice President
                                             Authorized Officer

                                     By:        /s/ D. L. Ward, Jr.
                                        ---------------------------------------
                                             Assistant Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-9

<PAGE>


                                     DOCUMENTATION AGENT:

                                     CREDIT LYONNAIS NEW YORK BRANCH,
                                     as Documentation Agent


                                     By:        /s/ Bernard Weymuller
                                        ---------------------------------------
                                             Senior Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-10
<PAGE>



                                     BANKS:

                                     CITIBANK, N.A.


                                     By:        /s/ Todd J. Mogil
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-11
<PAGE>


                                     THE BANK OF NOVA SCOTIA


                                     By:        /s/ M. D. Smith
                                        ---------------------------------------
                                            Agent
                                            Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-12

<PAGE>


                                     BANK OF AMERICA, N.A.


                                     By:        /s/ Claire Lui
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-13

<PAGE>


                                     BANK ONE NA (CHICAGO)


                                     By:        /s/ Dianne L. Russell
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-14
<PAGE>


                                     JPMORGAN CHASE BANK
                                     (formerly known as
                                     THE CHASE MANHATTAN BANK),


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-15
<PAGE>


                                     COMMERZBANK AG
                                     NEW YORK AND GRAND CAYMAN BRANCHES


                                     By:        /s/ Brian J. Campbell
                                        ---------------------------------------
                                             Senior Vice President
                                             Authorized Officer


                                     By:        /s/ D. L. Ward, Jr.
                                        ---------------------------------------
                                             Assistant Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-16
<PAGE>


                                     CREDIT LYONNAIS NEW YORK BRANCH


                                     By:        /s/ Bernard Weymuller
                                        ---------------------------------------
                                             Senior Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-17
<PAGE>


                                     THE FUJI BANK, LIMITED


                                     By:        /s/ Jacques Azagury
                                        ---------------------------------------
                                             Senior Vice President & Manager
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-18
<PAGE>


                                     NATIONAL WESTMINSTER BANK PLC
                                     NEW YORK BRANCH


                                     By:        /s/ Patricia J. Dundee
                                        ---------------------------------------
                                             Name:    Patricia J. Dundee
                                             Title:   Senior Vice President

                                     Date:                      , 2002
                                           ---------------------


                                      S-19
<PAGE>


                                     ABN AMRO BANK, N.V.


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-20
<PAGE>


                                     BANK OF MONTREAL


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-21
<PAGE>


                                     THE BANK OF NEW YORK


                                     By:        /s/ Raymond J. Palmer
                                        ---------------------------------------
                                             Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-22
<PAGE>


                                     BARCLAYS BANK PLC


                                     By:        /s/ Nicholas A. Bell
                                        ---------------------------------------
                                             Director, Loan Transaction
                                               Management
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------



                                      S-23
<PAGE>


                                     CIBC INC.


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-24
<PAGE>


                                     CREDIT SUISSE FIRST BOSTON


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-25
<PAGE>


                                     ROYAL BANK OF CANADA


                                     By:        /s/ Tom J. Oberaigner
                                        ---------------------------------------
                                             Senior Manager
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-26
<PAGE>


                                     THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                     HOUSTON AGENCY


                                     By:
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-27
<PAGE>


                                     FLEET NATIONAL BANK
                                     f/k/a Bank Boston, N.A.


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-28
<PAGE>


                                     SOCIETE GENERALE, SOUTHWEST AGENCY


                                     By:        /s/ J. Douglas McMurray, Jr.
                                        ---------------------------------------
                                             Managing Director
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-29
<PAGE>


                                     THE INDUSTRIAL BANK OF JAPAN
                                     TRUST COMPANY


                                     By:        /s/ Michael N. Oakes
                                        ---------------------------------------
                                             Senior Vice President
                                             Authorized Officer
                                     The Industrial Bank of Japan, Limited,
                                        Houston Office
                                        (Authorized Representative)

                                     Date:                      , 2002
                                           ---------------------


                                      S-30
<PAGE>


                                     TORONTO DOMINION (TEXAS), INC.


                                     By:        /s/ Jill Hall
                                        ---------------------------------------
                                             Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-31
<PAGE>


                                     UBS AG, STAMFORD BRANCH


                                     By:        /s/ Patricia O'Kicki
                                        ---------------------------------------
                                             Director, Banking Products Services
                                             Authorized Officer


                                     By:        /s/ Wilfred V. Saint
                                        ---------------------------------------
                                             Associate Director, Banking
                                                Products Services US
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-32
<PAGE>


                                     WELLS FARGO BANK TEXAS, N.A.


                                     By:        /s/ J. Alan Alexander
                                        ---------------------------------------
                                             Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-33
<PAGE>


                                     WESTDEUTSCHE LANDESBANK
                                     GIROZENTRALE, NEW YORK BRANCH


                                     By:        /s/ Salvatore Battinelli
                                        ---------------------------------------
                                             Managing Director Credit Department
                                             Authorized Officer


                                     By:        /s/ Jeffrey S. Davidson
                                        ---------------------------------------
                                             Associate Director
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-34
<PAGE>


                                     CREDIT AGRICOLE INDOSUEZ


                                     By:        /s/ Brian Knezeak
                                        ---------------------------------------
                                             First Vice President
                                             Authorized Officer


                                     By:        /s/ Mark Lvoff
                                        ---------------------------------------
                                             First Vice President, Head of
                                                Energy Platform
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-35
<PAGE>


                                     SUNTRUST BANK


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-36
<PAGE>


                                     THE DAI-ICHI KANGYO BANK, LTD.


                                     By:        /s/ Maureen Carson
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-37
<PAGE>


                                     ARAB BANKING CORPORATION (B.S.C.)


                                     By:        /s/ Robert J. Ivosevich
                                        ---------------------------------------
                                             Deputy General Manager
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-38
<PAGE>


                                     BANK OF CHINA, NEW YORK BRANCH


                                     By:
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-39
<PAGE>


                                     BANK OF OKLAHOMA, N.A.


                                     By:        /s/ Robert D. Mattax
                                        ---------------------------------------
                                             SVP
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-40
<PAGE>


                                     BNP PARIBAS, HOUSTON AGENCY


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-41
<PAGE>


                                     DZ BANK AG
                                     DEUTSCHE ZENTRAL-GENNOSSENSCHAFTS
                                     BANK, NEW YORK BRANCH


                                     By:        /s/ William Klun
                                        ---------------------------------------
                                             VP
                                             Authorized Officer


                                     By:        /s/ Richard W. Wilbert
                                        ---------------------------------------
                                             Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-42
<PAGE>


                                     KBC BANK N.V.


                                     By:        /s/ Robert Snauffer
                                        ---------------------------------------
                                             First Vice President
                                             Authorized Officer


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-43
<PAGE>


                                     SUMITOMO MITSUI BANKING CORPORATION


                                     By:        /s/ C. Michael Garrido
                                        ---------------------------------------
                                             Senior Vice President
                                             Authorized Officer

                                     Date:    _____________________, 2002


                                      S-44
<PAGE>


                                     COMMERCE BANK, N.A.


                                     By:        /s/ Signature not legible
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-45
<PAGE>


                                     RZB FINANCE LLC


                                     By:
                                        ---------------------------------------
                                             Authorized Officer


                                     By:
                                        ---------------------------------------
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-46
<PAGE>


                                     FIRST UNION NATIONAL BANK


                                     By:        /s/ First Union National Bank
                                        ---------------------------------------
                                             Senior Vice President
                                             Authorized Officer

                                     Date:                      , 2002
                                           ---------------------


                                      S-47


</TEXT>
</DOCUMENT>
