EX-10.(C) 4 d93687ex10-c.txt 2ND AMENDMENT TO CREDIT AGREEMENT 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 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 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 "(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 (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 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 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 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 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 DOCUMENTATION AGENT: CREDIT LYONNAIS NEW YORK BRANCH, as Documentation Agent By: /s/ Bernard Weymuller --------------------------------------- Senior Vice President Authorized Officer Date: , 2002 --------------------- S-10 BANKS: CITIBANK, N.A. By: /s/ Todd J. Mogil --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-11 THE BANK OF NOVA SCOTIA By: /s/ M. D. Smith --------------------------------------- Agent Authorized Officer Date: , 2002 --------------------- S-12 BANK OF AMERICA, N.A. By: /s/ Claire Lui --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-13 BANK ONE NA (CHICAGO) By: /s/ Dianne L. Russell --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-14 JPMORGAN CHASE BANK (formerly known as THE CHASE MANHATTAN BANK), By: /s/ Signature not legible --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-15 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 CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Bernard Weymuller --------------------------------------- Senior Vice President Authorized Officer Date: , 2002 --------------------- S-17 THE FUJI BANK, LIMITED By: /s/ Jacques Azagury --------------------------------------- Senior Vice President & Manager Authorized Officer Date: , 2002 --------------------- S-18 NATIONAL WESTMINSTER BANK PLC NEW YORK BRANCH By: /s/ Patricia J. Dundee --------------------------------------- Name: Patricia J. Dundee Title: Senior Vice President Date: , 2002 --------------------- S-19 ABN AMRO BANK, N.V. By: /s/ Signature not legible --------------------------------------- Authorized Officer By: /s/ Signature not legible --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-20 BANK OF MONTREAL By: /s/ Signature not legible --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-21 THE BANK OF NEW YORK By: /s/ Raymond J. Palmer --------------------------------------- Vice President Authorized Officer Date: , 2002 --------------------- S-22 BARCLAYS BANK PLC By: /s/ Nicholas A. Bell --------------------------------------- Director, Loan Transaction Management Authorized Officer Date: , 2002 --------------------- S-23 CIBC INC. By: /s/ Signature not legible --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-24 CREDIT SUISSE FIRST BOSTON By: /s/ Signature not legible --------------------------------------- Authorized Officer By: /s/ Signature not legible --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-25 ROYAL BANK OF CANADA By: /s/ Tom J. Oberaigner --------------------------------------- Senior Manager Authorized Officer Date: , 2002 --------------------- S-26 THE BANK OF TOKYO-MITSUBISHI, LTD., HOUSTON AGENCY By: --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-27 FLEET NATIONAL BANK f/k/a Bank Boston, N.A. By: /s/ Signature not legible --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-28 SOCIETE GENERALE, SOUTHWEST AGENCY By: /s/ J. Douglas McMurray, Jr. --------------------------------------- Managing Director Authorized Officer Date: , 2002 --------------------- S-29 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 TORONTO DOMINION (TEXAS), INC. By: /s/ Jill Hall --------------------------------------- Vice President Authorized Officer Date: , 2002 --------------------- S-31 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 WELLS FARGO BANK TEXAS, N.A. By: /s/ J. Alan Alexander --------------------------------------- Vice President Authorized Officer Date: , 2002 --------------------- S-33 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 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 SUNTRUST BANK By: /s/ Signature not legible --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-36 THE DAI-ICHI KANGYO BANK, LTD. By: /s/ Maureen Carson --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-37 ARAB BANKING CORPORATION (B.S.C.) By: /s/ Robert J. Ivosevich --------------------------------------- Deputy General Manager Authorized Officer Date: , 2002 --------------------- S-38 BANK OF CHINA, NEW YORK BRANCH By: --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-39 BANK OF OKLAHOMA, N.A. By: /s/ Robert D. Mattax --------------------------------------- SVP Authorized Officer Date: , 2002 --------------------- S-40 BNP PARIBAS, HOUSTON AGENCY By: /s/ Signature not legible --------------------------------------- Authorized Officer By: /s/ Signature not legible --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-41 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 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 SUMITOMO MITSUI BANKING CORPORATION By: /s/ C. Michael Garrido --------------------------------------- Senior Vice President Authorized Officer Date: _____________________, 2002 S-44 COMMERCE BANK, N.A. By: /s/ Signature not legible --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-45 RZB FINANCE LLC By: --------------------------------------- Authorized Officer By: --------------------------------------- Authorized Officer Date: , 2002 --------------------- S-46 FIRST UNION NATIONAL BANK By: /s/ First Union National Bank --------------------------------------- Senior Vice President Authorized Officer Date: , 2002 --------------------- S-47