<PAGE>
                                                                  EXHIBIT 10.B.1

         SECOND AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT

         THIS SECOND AMENDMENT dated as of March 28, 2002 TO FIFTH AMENDED AND
RESTATED CREDIT AGREEMENT (this "Second Amendment"), is by and among EL PASO
ENERGY PARTNERS, L.P., a Delaware limited partnership (formerly known AS
LEVIATHAN GAS PIPELINE PARTNERS, L.P., the "Borrower"), EL PASO ENERGY PARTNERS
FINANCE CORPORATION, a Delaware corporation (formerly known as LEVIATHAN FINANCE
CORPORATION, the "Co-Borrower"), CREDIT LYONNAIS NEW YORK BRANCH and FIRST UNION
NATIONAL BANK, as Co-Syndication Agents, FLEET NATIONAL BANK and FORTIS CAPITAL
CORP., as Co-Documentation Agents, JPMORGAN CHASE BANK, a New York banking
corporation formerly known as The Chase Manhattan Bank, as Administrative Agent,
and the several banks and other financial institutions signatories hereto, and
shall amend the FIFTH AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March
23, 1995, as amended and restated through May 16, 2001, as amended by that
certain First Amendment to Fifth Amended and Restated Credit Agreement dated as
of October 10, 2001 (as amended, supplemented or otherwise modified prior to the
date hereof, the "Credit Agreement"), among the Borrower, the Co-Borrower, the
several banks and other financial institutions (the "Lenders") parties thereto,
Credit Lyonnais New York Branch and First Union National Bank, as Co-Syndication
Agents, Fleet National Bank and Fortis Capital Corp., as Co-Documentation Agents
and The Chase Manhattan Bank, a New York banking corporation, as Administrative
Agent for the Lenders. Unless otherwise defined herein, capitalized terms used
herein shall have the respective meanings assigned to them in the Credit
Agreement and the other Loan Documents (as defined in the Credit Agreement).

         WHEREAS, the Borrower desires to create additional wholly-owned
Unrestricted Subsidiaries (as defined in the Credit Agreement) to be used in
connection with the acquisition of pipeline and transmission assets located in
Texas and New Mexico;

         WHEREAS, the Borrower desires to form a Joint Venture for the
construction and financing of a Moses-type floating tension leg platform to be
located in the Gulf of Mexico;

         WHEREAS, in connection with the acquisition of the Texas and New Mexico
pipeline and transmission assets, the Borrower desires to contribute, or cause
to be contributed, the assets of Argo, the current owner of the existing tension
leg platform located in the Gulf of Mexico, to or on behalf of a newly formed
Unrestricted Subsidiary wholly owned by Green Canyon as part of the Texas and
New Mexico pipeline and transmission asset acquisition;

         WHEREAS, the Borrower desires to fund future additional investments in
such Unrestricted Subsidiaries and the Joint Venture;

         WHEREAS, the Borrower desires to correct and clarify certain other
matters related to the Credit Agreement;

         WHEREAS, the Borrower has requested that the Lenders modify and amend
the Credit Agreement as more fully described herein;

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        WHEREAS, the Lenders are willing to agree to the amendments being
requested by the Borrower, but only on the terms and subject to the conditions
set forth in this Second Amendment; and

        WHEREAS, each of the signatories hereto is a party to the Credit
Agreement.

        NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Borrower, the Administrative Agent, the Lenders and each of
the other signatories hereto hereby agree as follows:

1.      Amendments.  The Credit Agreement is hereby amended as follows:

        (a)  Amendments to Section 1.1

            (i) The following definitions are hereby added to Section 1.1 of
the Credit Agreement where alphabetically appropriate:

                  "EPN NGL": EPN NGL Storage, L.L.C., a Delaware limited
            liability company, formerly known as Crystal Properties and Trading
            Company, L.L.C.

                  "Gateway": Deepwater Gateway L.L.C., a Delaware limited
            liability company and a Joint Venture created by the Borrower and
            one or more Persons that are not Affiliates of the Borrower to
            initially develop and construct the Marco Polo Platform by, among
            other things, building and constructing platforms located in, and
            providing related services with respect to, the Marco Polo Field.

                  "Marco Polo Clawback": the "clawback" and similar obligations
            incurred by the Borrower and any Restricted Subsidiary under the
            Marco Polo Financing Documents in an aggregate amount not to exceed
            $30,000,000 at any one time outstanding.

                  "Marco Polo Financing": the loans made to Gateway under the
            Marco Polo Financing Documents.

                  "Marco Polo Financing Documents": (i) the Credit Agreement to
            be entered into among Gateway, as Borrower, JPMorgan Chase Bank,
            individually and as Administrative Agent, and the lenders party
            thereto and (ii) the other financing documents (as identified
            therein); in the case of (i) and (ii) above, as amended, restated,
            renewed, replaced or otherwise modified from time to time.

                  "Marco Polo Field": the oil and gas property known as the
            "Marco Polo Field" located offshore Louisiana, in the Gulf of Mexico
            Outer Continental Shelf, including Green Canyon Blocks 474, 518-520,
            562-564, 606-608, 652, and 830.

                  "Marco Polo Platform": the construction, installation and
            ownership by Gateway of a Moses-type four-column tension leg
            platform floating hull facility,

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            pipelines, processing facilities, and appurtenances in connection
            with the development of the Marco Polo Field.

                  "Second Amendment": the Second Amendment to Fifth Amended and
            Restated Credit Agreement dated as of March 28, 2002 among the
            Borrower, the Co-Borrower, the Lenders parties thereto, Credit
            Lyonnais New York Branch and First Union National Bank, as
            Co-Syndication Agents, Fleet National Bank and Fortis Capital Corp.,
            as Co-Documentation Agents and JPMorgan Chase Bank, a New York
            banking corporation, as Administrative Agent for the Lenders

                  "Texas Pipeline Acquisition": the acquisition by newly formed
            Unrestricted Subsidiaries, which are wholly owned (directly or
            indirectly) by Green Canyon, of certain pipelines, transmission
            facilities, processing facilities, and storage facilities located in
            Texas and New Mexico from Subsidiaries of El Paso for consideration
            up to an aggregate amount of $750,000,000.

                  "Texas Pipeline Financing Documents": (i) the Credit Agreement
            to be entered into among an Unrestricted Subsidiary wholly owned
            (directly or indirectly) by Green Canyon, as Borrower, JPMorgan
            Chase Bank, individually and as Administrative Agent, and the
            lenders party thereto and (ii) the other Loan Documents (as defined
            therein); in the case of (i) and (ii) above, as amended, restated,
            renewed, replaced or otherwise modified from time to time.

                  "Texas Pipeline Unrestricted Subsidiaries": The Unrestricted
            Subsidiaries formed or acquired and wholly owned (directly or
            indirectly) by Green Canyon to consummate the Texas Pipeline
            Acquisition.

            (ii) The following definitions in Section 1.1 of the Credit
Agreement are hereby amended and restated in their entirety as follows:

                  "Argo": Argo, L.L.C., a Delaware limited liability company,
            originally designated as an Unrestricted Subsidiary and redesignated
            as a Restricted Subsidiary effective as of April 2, 2002.

                  "Argo I" Argo I, L.L.C., a Delaware limited liability company,
            originally designated as an Unrestricted Subsidiary and redesignated
            as a Restricted Subsidiary effective as of April 2, 2002.

                  "Chase": JPMorgan Chase Bank, formerly known as The Chase
            Manhattan Bank.

                  "Ewing Bank": Ewing Bank Gathering Company, L.L.C., a Delaware
            limited liability company, which has been subsequently merged into
            Flextrend.

                  "Intercreditor Agreement": the Intercreditor Agreement to be
            entered into in connection with the Marco Polo Financing, between
            the Administrative Agent, for the benefit of the Lenders, and the
            administrative agent for the lenders in

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<PAGE>
            connection with the Marco Polo Financing, and acknowledged by the
            Borrower, substantially in the form of the Intercreditor Agreement
            dated as of June 30, 2000, between The Chase Manhattan Bank, as EPLP
            Administrative Agent and The Chase Manhattan Bank, as Argo
            Administrative Agent, which Intercreditor Agreement will provide the
            pari passu Liens on the Collateral as described in subsection
            8.3(i), as amended, modified and supplemented from time to time.

                  "Joint Venture": any Person in which the Borrower and/or its
            Subsidiaries hold more than 5% but less than a majority of the
            equity interests, and which does not constitute a Subsidiary of the
            Borrower, whether direct or indirect; provided that Gateway and its
            Subsidiaries shall be deemed a Joint Venture for purpose of the Loan
            Documents unless any such Person becomes a Subsidiary in accordance
            with the definition thereof and the Borrower designates such Person
            as a Subsidiary.

                  "Restricted Subsidiary": any Subsidiary of the Borrower other
            than an Unrestricted Subsidiary. Subject to the right to redesignate
            certain Restricted Subsidiaries as Unrestricted Subsidiaries in
            accordance with the definition of "Unrestricted Subsidiary", all of
            the Subsidiaries of the Borrower as of April 2, 2002 other than the
            Texas Pipeline Unrestricted Subsidiaries are Restricted
            Subsidiaries. Notwithstanding the foregoing, any Subsidiary which
            guarantees the Senior Subordinated Notes shall be a Restricted
            Subsidiary. Any Subsidiary designated as an Unrestricted Subsidiary
            may be redesignated as a Restricted Subsidiary with the consent of
            the Required Lenders as long as, after giving effect thereto, no
            Default or Event of Default has occurred and is continuing and the
            Borrower would be in pro forma compliance with the covenants set
            forth in Section 8.1 after giving effect thereto.

                  "Subsidiary Guarantors": collectively, Argo, Argo I, Argo II,
            Crystal Holding, Delos, EP Deepwater, EP Operating, EP Transport,
            EPN NGL, First Reserve, Flextrend, Green Canyon, Hattiesburg Sales,
            Hattiesburg Storage, Manta Ray, Petal Gas Storage, Poseidon, VK
            Deepwater, VK Main Pass, each other Restricted Subsidiary and any
            other Subsidiary of the Borrower which, from time to time, may
            become party to the Subsidiaries Guarantee. Notwithstanding anything
            to the contrary in the Loan Documents, El Paso Energy Partners
            Finance Corporation shall be the Co-Borrower and not a Subsidiary
            Guarantor.

                  "Unrestricted Subsidiary": any Subsidiary of the Borrower (a)
            which becomes a Subsidiary of the Borrower after the date hereof
            and, at the time it becomes a Subsidiary, is designated as an
            Unrestricted Subsidiary, in each case pursuant to a written notice
            from the Borrower to the Administrative Agent, (b) which has not
            acquired any assets (other than cash made available pursuant to this
            Agreement or as permitted by subsection 8.8(h) for the Texas
            Pipeline Unrestricted Subsidiaries) from the Borrower or any
            Restricted Subsidiary, (c) which has no Indebtedness, Guarantee
            Obligations or other obligations other than Non-Recourse Obligations
            and (d) which has not guaranteed the Senior Subordinated Notes. Any
            Subsidiary designated as a Restricted Subsidiary may

                                       4
<PAGE>
             be redesignated as an Unrestricted Subsidiary with the consent of
             the Required Lenders as long as, after giving effect thereto, no
             Default or Event of Default has occurred and is continuing and the
             Borrower would be in pro forma compliance with the financial
             covenants in Section 8.1 after giving effect thereto.
             Notwithstanding the foregoing, the Texas Pipeline Unrestricted
             Subsidiaries shall be deemed to be Unrestricted Subsidiaries unless
             redesignated as Restricted Subsidiaries in accordance with this
             Agreement.

            (iii) The following definitions in Section 1.1 of the Credit
Agreement are hereby deleted in their entirety:

                           "Argo Clawback"

                           "Argo Financing"

                           "Argo Financing Documents"

                           "Argo Unrestricted Subsidiaries"

                           "Crystal Trading"

                           "Prince Project"

                           "Viosca Knoll"

         (b) Amendments to Section 4.13

             (i) Section 4.13(b) of the Credit Agreement is hereby amended and
restated in its entirety as follows:

             (b) Marco Polo Financing Transactions.

             (i) the contribution by the Borrower and the Restricted
             Subsidiaries to Gateway of up to $60,000,000, in the aggregate, of
             cash and other assets related to the Marco Polo Platform;

             (ii) the pledge by the Borrower and the Restricted Subsidiaries of
             their equity interests in Gateway to secure Indebtedness of
             Gateway; and

             (iii) the incurrence by the Borrower of the Marco Polo Clawback,
             and the securing of the Marco Polo Clawback obligations by the
             collateral on a pari passu basis with the Obligations, subject to
             the Intercreditor Agreement.

             (ii) Section 4.13 of the Credit Agreement is hereby further amended
by adding new subsections (d) and (e) as follows:

                                       5
<PAGE>

             (d) Texas Pipeline Acquisition Transactions

             (i) the creation of the Texas Pipeline Unrestricted Subsidiaries
             with an initial contribution by the Borrower and the Restricted
             Subsidiaries to such Texas Pipeline Unrestricted Subsidiaries (or
             on their behalf to El Paso or its Subsidiaries) of up to
             $200,000,000 in the aggregate, of which $105,000,000 will be in
             cash and $95,000,000 will be in the form of the Borrower's indirect
             ownership in Argo's assets for the purpose of consummating the
             Texas Pipeline Acquisition;

             (ii) additional investments or loans in or to the Texas Pipeline
             Unrestricted Subsidiaries in an amount equal to the Indebtedness
             permitted by Section 8.2(i) and 100% of the net proceeds of any
             equity issued by the Borrower or its Restricted Subsidiaries used
             to fund prepayments under the Texas Pipeline Financing Documents;
             and

             (iii) the sale and transfer by Flextrend of its 9% overriding
             royalty interest in the Prince Field to Argo.

         (c) Amendments to Section 5.15Section 5.15 of the Credit Agreement is
hereby amended and restated in its entirety as follows:

                   The Persons set forth on Schedule 5.15 constitute all of the
             Subsidiaries of the Borrower, and all Joint Ventures in which the
             Borrower owns any interest, as of the Closing Date, and the
             percentage of the equity interests owned by the Borrower in each
             such Person as of such date. The Persons set forth on Schedule
             5.15A attached to the Second Amendment constitute all of the
             Subsidiaries of the Borrower and all Joint Ventures in which the
             Borrower owns any interest, after giving effect to the Texas
             Pipeline Acquisition. The Persons set forth on Schedule 5.15B
             attached to the Second Amendment constitute all of the Subsidiaries
             of the Borrower and all Joint Ventures in which the Borrower owns
             any interest, after giving effect to the Reorganization
             Transactions (as defined and permitted in the Texas Pipeline
             Financing Documents). Except for the Texas Pipeline Unrestricted
             Subsidiaries, each of the Subsidiaries listed on Schedule 5.15A and
             Schedule 5.15B is as of April 2, 2002 a Restricted Subsidiary.

         (d) Amendment to Article VII The introduction to Article VII of the
Credit Agreement is hereby amended and restated in its entirety as follows:

                   The Borrower hereby agrees that, so long as the Revolving
             Credit Commitments remain in effect, any Revolving Credit Note or
             any Letter of Credit remains outstanding and unpaid or any other
             amount is owing to any Lender or the Administrative Agent
             hereunder, the Borrower shall and (except in the case of delivery
             of financial information, reports, and notices) shall cause each of
             its Restricted Subsidiaries and, with respect to Section 7.11, each
             of its Unrestricted Subsidiaries to:

                                       6
<PAGE>

         (e) Amendment to Section 7.10 Section 7.10(c) of the Credit Agreement
is hereby amended and restated in its entirety as follows:

             (c) Notwithstanding anything to the contrary in any Loan Document,
             neither the Borrower nor any Restricted Subsidiary shall be
             obligated to (a) pledge under the Loan Documents any of its equity
             interest in any Joint Venture if such pledge is prohibited by any
             Contractual Obligation or to the extent such equity interest is
             pledged to another Person in accordance with subsection 8.3(h), (b)
             pledge under the Loan Documents any of its real property or (c)
             pledge under the Loan Documents any Capital Stock in any Texas
             Pipeline Unrestricted Subsidiary to the extent such Capital Stock
             is pledged to another Person in accordance with subsection 8.3(m).

         (f) Amendment to Section 7.11 Section 7.11(c) of the Credit Agreement
is hereby amended and restated in its entirety as follows:

             (c) Notwithstanding any provision of the Loan Documents to the
             contrary (i) the Borrower and the Restricted Subsidiaries may incur
             Guarantee Obligations supporting obligations of Gateway that were
             assumed by it from Delos in connection with its formation, such
             Guarantee Obligations not to exceed $10,000,000 and (ii) the
             Borrower and the Restricted Subsidiaries may incur Guarantee
             Obligations (including Guarantee Obligations of which any lenders
             under the Marco Polo Financing Documents are the beneficiaries)
             consisting of guarantees of performance obligations of Unrestricted
             Subsidiaries as long as such guarantees do not constitute
             guarantees of payment.

         (g) Amendment to Section 8.2  Section 8.2 is hereby amended as follows:

             (i) the word "and" is deleted from the end of subsection (g)
         thereof;

             (ii) the period at the end of subsection (h) thereof is replaced
         with semicolon followed by the word "and"; and

             (iii) the following subsection (i) is added at the end of such
         section:

                   (i) other Indebtedness issued by the Borrower or its
                   Restricted Subsidiaries in an aggregate amount up to
                   $575,000,000, the proceeds of which shall be used to fund
                   prepayments under the Texas Pipeline Financing Documents.

         (h) Amendments to Section 8.3

             (i) Section 8.3(h) of the Credit Agreement is hereby amended
         and restated in its entirety as follows:

                                       7
<PAGE>

                  (h) the Borrower and its Restricted Subsidiaries may pledge on
                  a non-recourse basis their equity interest in Gateway to
                  secure Indebtedness of Gateway under the Marco Polo Financing
                  Documents;

             (ii) Section 8.3 of the Credit Agreement is hereby further amended
         as follows:

                  (A) the word "and" is deleted from the end of subsection (k)
             thereof;

                  (B) the period at the end of subsection (l) thereof is
             replaced with semicolon followed by the word "and"; and

                  (C) the following subsection (m) is added at the end of such
             section:

                  (m) the Borrower and its Restricted Subsidiaries may pledge on
                  a non recourse basis their Capital Stock in any or all of the
                  Texas Pipeline Unrestricted Subsidiaries to secure
                  Indebtedness of the Texas Pipeline Unrestricted Subsidiaries
                  under the Texas Pipeline Financing Documents.

         (i) Amendment to Section 8.4 Section 8.4(g) of the Credit Agreement is
hereby amended and restated in its entirety as follows:

             (g) Guarantee Obligations, in addition to those described in
             clauses (e) and (f) of this Section 8.4, of up to $30,000,000 in
             the aggregate incurred pursuant to the Marco Polo Clawback; and

         (j) Amendments to Section 8.8

             (i) Section 8.8(g) of the Credit Agreement is hereby amended by
         adding the words (-(i)) after 8.8(h) and deleting the word "and" after
         the semicolon

             (ii) Section 8.8(h) is hereby amended and restated in its entirety
         as follows:

                   (h) capital contributions, loans, or other investments
                   consisting of up to $60,000,000 of cash and other assets to
                   or in Gateway; and

             (iii) Section 8.8 of the Credit Agreement is hereby further amended
         by adding the following subsection (i) at the end of such section:

                   (i) capital contributions, loans and other investments in the
                   Texas Pipeline Unrestricted Subsidiaries in an amount equal
                   to $200,000,000 plus the Indebtedness permitted under Section
                   8.2(i) plus 100% of the net proceeds of any equity issued by
                   the Borrower or its Restricted Subsidiaries which have been
                   used to fund prepayments under the Texas Pipeline Financing
                   Documents.

         2. Conditions to Effectiveness. This Second Amendment shall become
effective on the date (the "Second Amendment Effective Date") on which all of
the following conditions

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<PAGE>
precedent have been satisfied or waived: (i) the Borrower, the Co-Borrower, the
Administrative Agent and the Required Lenders shall have executed and delivered
to the Administrative Agent this Second Amendment and (ii) the Administrative
Agent and the Lenders shall have received payment of all fees and costs payable
by the Borrower on or before the Second Amendment Effective Date in connection
with this Second Amendment.

         3. Miscellaneous.

         (a) Representations and Warranties. After giving effect to the
         effectiveness of this Second Amendment, the representations and
         warranties made by the Loan Parties in the Loan Documents are true and
         correct in all material respects on and as of the Second Amendment
         Effective Date (unless such representations or warranties are stated to
         refer to a specific earlier date, in which case such representations
         and warranties shall be true and correct in all material respects as of
         such earlier date) as if made on and as of the Second Amendment
         Effective Date and no Default or Event of Default will have occurred
         and be continuing.

         (b) Payment of Expenses. The Borrower agrees to pay or reimburse the
         Administrative Agent for all of its out-of-pocket costs and reasonable
         expenses incurred in connection with this Second Amendment, any other
         documents prepared in connection herewith and the transactions
         contemplated hereby, including, without limitation, the reasonable fees
         and disbursements of counsel to the Administrative Agent.

         (c) No Other Amendments; Confirmation. Except as expressly amended,
         modified and supplemented hereby, the provisions of the Credit
         Agreement and the other Loan Documents are and shall remain in full
         force and effect.

         (d) Governing Law. THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS
         OF THE PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND
         INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

         (e) Counterparts. This Second Amendment may be executed by one or more
         of the parties to this Second Amendment on any number of separate
         counterparts (including by telecopy), and all of said counterparts
         taken together shall be deemed to constitute one and the same
         instrument.

         (f) Redesignation of Argo and Argo I. The Borrower hereby designates
         Argo and Argo I, which are Unrestricted Subsidiaries of the Borrower,
         as Restricted Subsidiaries as of April 2, 2002. The Borrower hereby
         represents to the Administrative Agent and the Lenders that after
         giving effect to such redesignation, no Default or Event of Default
         shall have occurred and be continuing and the Borrower would be in pro
         forma compliance with the covenants set forth in Section 8.1 after
         giving effect thereto. The Administrative Agent and the Lenders hereby
         consent to the redesignation of Argo and Argo I as Restricted
         Subsidiaries.

                                    *********

                                       9
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be duly executed and delivered as of the day and year first above
written.


                                    EL PASO ENERGY PARTNERS, L.P.


                                    By:    /s/ Keith Forman
                                    Name:  Keith Forman
                                    Title: Vice President and
                                           Chief Financial Officer


                                    EL PASO ENERGY PARTNERS FINANCE CORPORATION


                                    By:    /s/ Keith Forman
                                    Name:  Keith Forman
                                    Title: Vice President and
                                           Chief Financial Officer



<PAGE>
                                    JPMORGAN CHASE BANK, formerly known as
                                    The Chase Manhattan Bank,
                                    as Administrative Agent and as a Lender


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



<PAGE>
                                    CREDIT LYONNAIS NEW YORK BRANCH



                                    By:    /s/ Bernard Weymutter
                                    Name:  Bernard Weymutter
                                    Title: Senior Vice President


<PAGE>
                                    FIRST UNION NATIONAL BANK



                                    By:    /s/ Philip Trinder
                                    Name:  Philip Trinder
                                    Title: Vice President



<PAGE>
                                    FLEET NATIONAL BANK



                                    By:    /s/ Daniel S. Schookling
                                    Name:  Daniel S. Schookling
                                    Title: Director




<PAGE>


                                    ARAB BANKING CORPORATION (B.S.C.)


                                    By:    /s/ Robert J. Ivosevich
                                    Name:  Robert J. Ivosevich
                                    Title: Deputy General Manager




<PAGE>
                                    THE BANK OF NOVA SCOTIA


                                    By:    /s/ N. Bell
                                    Name:  N. Bell
                                    Title: Assistant Agent




<PAGE>
                                    BANK ONE, NA (MAIN OFFICE CHICAGO)



                                    By:    /s/ Dianne L. Russell
                                    Name:  Dianne L. Russell
                                    Title: Director



<PAGE>


                                    BANK OF AMERICA, N.A.


                                    By:    /s/ Ronald E. McKaig
                                    Name:  Ronald E. McKaig
                                    Title: Managing Director



<PAGE>


                                    CREDIT SUISSE FIRST BOSTON


                                    By:    /s/ Paul L. Colon
                                    Name:  Paul L. Colon
                                    Title: Vice President

                                    By:    /s/ Vanessa Gomez
                                    Name:  Vanessa Gomez
                                    Title: Associate


<PAGE>
                                    FORTIS CAPITAL CORP.


                                    By:    /s/ Darrell W. Holley
                                    Name:  Darrell W. Holley
                                    Title: Managing Director

                                    By:    /s/ Deirdre Sanborn
                                    Name:  Deirdre Sanborn
                                    Title: Vice President



<PAGE>

                                    BNP PARIBAS


                                    By:    /s/ Mark A. Cox
                                    Name:  Mark A. Cox
                                    Title: Director


                                    By:    /s/ Greg Smothers
                                    Name:  Greg Smothers
                                    Title: Vice President




<PAGE>
                                    SUNTRUST BANK


                                    By:    /s/ Joseph M. McCreery
                                    Name:  Joseph M. McCreery
                                    Title: Vice President




<PAGE>
                                    RZB FINANCE LLC


                                    By:    /s/ Frank J. Yautz
                                    Name:  Frank J. Yautz
                                    Title: First Vice President

                                    By:    /s/ John A. Valiska
                                    Name:  John A. Valiska
                                    Title: Vice President



<PAGE>
                                    BAYERISCHE HYPO-UND VEREINSBANK, AG
                                    (New York Branch)


                                    By:    /s/ Shannon Batchman
                                    Name:  Shannon Batchman
                                    Title: Director

                                    By:    /s/ Marianne Weinzinger
                                    Name:  Marianne Weinzinger
                                    Title: Director


<PAGE>
                                    THE ROYAL BANK OF SCOTLAND plc,
                                    New York Branch


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




<PAGE>
                                    CITICORP USA


                                    By:    /s/ David Harris
                                    Name:  David Harris
                                    Title: Vice President




<PAGE>


                                    NATEXIS BANQUES POPULAIRES


                                    By:    /s/ Daniel Payer
                                    Name:  Daniel Payer
                                    Title: Vice President

                                    By:    /s/ Louis P. Laville, III
                                    Name:  Louis P. Laville, III
                                    Title: Vice President and Group Manager


<PAGE>


                                    ROYAL BANK OF CANADA


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