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
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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
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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):
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"(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:
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(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
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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
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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.
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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
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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
---------------------
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DOCUMENTATION AGENT:
CREDIT LYONNAIS NEW YORK BRANCH,
as Documentation Agent
By: /s/ Bernard Weymuller
---------------------------------------
Senior Vice President
Authorized Officer
Date: , 2002
---------------------
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BANKS:
CITIBANK, N.A.
By: /s/ Todd J. Mogil
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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THE BANK OF NOVA SCOTIA
By: /s/ M. D. Smith
---------------------------------------
Agent
Authorized Officer
Date: , 2002
---------------------
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BANK OF AMERICA, N.A.
By: /s/ Claire Lui
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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BANK ONE NA (CHICAGO)
By: /s/ Dianne L. Russell
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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JPMORGAN CHASE BANK
(formerly known as
THE CHASE MANHATTAN BANK),
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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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
---------------------
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CREDIT LYONNAIS NEW YORK BRANCH
By: /s/ Bernard Weymuller
---------------------------------------
Senior Vice President
Authorized Officer
Date: , 2002
---------------------
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THE FUJI BANK, LIMITED
By: /s/ Jacques Azagury
---------------------------------------
Senior Vice President & Manager
Authorized Officer
Date: , 2002
---------------------
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NATIONAL WESTMINSTER BANK PLC
NEW YORK BRANCH
By: /s/ Patricia J. Dundee
---------------------------------------
Name: Patricia J. Dundee
Title: Senior Vice President
Date: , 2002
---------------------
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ABN AMRO BANK, N.V.
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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BANK OF MONTREAL
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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THE BANK OF NEW YORK
By: /s/ Raymond J. Palmer
---------------------------------------
Vice President
Authorized Officer
Date: , 2002
---------------------
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BARCLAYS BANK PLC
By: /s/ Nicholas A. Bell
---------------------------------------
Director, Loan Transaction
Management
Authorized Officer
Date: , 2002
---------------------
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CIBC INC.
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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CREDIT SUISSE FIRST BOSTON
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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ROYAL BANK OF CANADA
By: /s/ Tom J. Oberaigner
---------------------------------------
Senior Manager
Authorized Officer
Date: , 2002
---------------------
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THE BANK OF TOKYO-MITSUBISHI, LTD.,
HOUSTON AGENCY
By:
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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FLEET NATIONAL BANK
f/k/a Bank Boston, N.A.
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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SOCIETE GENERALE, SOUTHWEST AGENCY
By: /s/ J. Douglas McMurray, Jr.
---------------------------------------
Managing Director
Authorized Officer
Date: , 2002
---------------------
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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
---------------------
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TORONTO DOMINION (TEXAS), INC.
By: /s/ Jill Hall
---------------------------------------
Vice President
Authorized Officer
Date: , 2002
---------------------
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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
---------------------
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WELLS FARGO BANK TEXAS, N.A.
By: /s/ J. Alan Alexander
---------------------------------------
Vice President
Authorized Officer
Date: , 2002
---------------------
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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
---------------------
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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
---------------------
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SUNTRUST BANK
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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THE DAI-ICHI KANGYO BANK, LTD.
By: /s/ Maureen Carson
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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ARAB BANKING CORPORATION (B.S.C.)
By: /s/ Robert J. Ivosevich
---------------------------------------
Deputy General Manager
Authorized Officer
Date: , 2002
---------------------
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BANK OF CHINA, NEW YORK BRANCH
By:
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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BANK OF OKLAHOMA, N.A.
By: /s/ Robert D. Mattax
---------------------------------------
SVP
Authorized Officer
Date: , 2002
---------------------
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BNP PARIBAS, HOUSTON AGENCY
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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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
---------------------
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KBC BANK N.V.
By: /s/ Robert Snauffer
---------------------------------------
First Vice President
Authorized Officer
By: /s/ Signature not legible
---------------------------------------
Vice President
Authorized Officer
Date: , 2002
---------------------
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SUMITOMO MITSUI BANKING CORPORATION
By: /s/ C. Michael Garrido
---------------------------------------
Senior Vice President
Authorized Officer
Date: _____________________, 2002
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COMMERCE BANK, N.A.
By: /s/ Signature not legible
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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RZB FINANCE LLC
By:
---------------------------------------
Authorized Officer
By:
---------------------------------------
Authorized Officer
Date: , 2002
---------------------
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FIRST UNION NATIONAL BANK
By: /s/ First Union National Bank
---------------------------------------
Senior Vice President
Authorized Officer
Date: , 2002
---------------------
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