Exhibit 10.37c

                        SECOND AMENDING AGREEMENT TO THE
                         KEYSPAN ENERGY DEVELOPMENT CO.
                   CREDIT AGREEMENT DATED AS OF JULY 29, 1999

                                     AMONG:

                         KEYSPAN ENERGY DEVELOPMENT CO.

                                   as Borrower

                                     - and -

                              ROYAL BANK OF CANADA,
                       THE CHASE MANHATTAN BANK OF CANADA,
                                BANK OF MONTREAL,
                                 BANK ONE CANADA
                          AND ALBERTA TREASURY BRANCHES

                                   as Lenders

                                     - and -

                              ROYAL BANK OF CANADA

                             as Administrative Agent






                                December 15, 2000





<PAGE>







      THIS SECOND AMENDING AGREEMENT dated as of the 15th day of December, 2000

AMONG:

               KEYSPAN ENERGY DEVELOPMENT CO., a Nova Scotia unlimited liability
               company (hereinafter referred to as the "Borrower")

                                                               OF THE FIRST PART

                                     - and -

               ROYAL BANK OF CANADA, THE CHASE MANHATTAN BANK OF CANADA, BANK OF
               MONTREAL,   BANK  ONE  CANADA  AND  ALBERTA   TREASURY   BRANCHES
               (hereinafter sometimes collectively referred to as the "Lenders")

                                                              OF THE SECOND PART

                                     - and -

               ROYAL BANK OF CANADA, a Canadian  chartered bank, as agent of the
               Lenders hereunder (hereinafter referred to as the "Administrative
               Agent")

                                                               OF THE THIRD PART

         WHEREAS Keyspan Energy Development Co. as Borrower, Royal Bank of
Canada, The Chase Manhattan Bank of Canada, The Toronto-Dominion Bank, Bank of
Montreal, Bank One Canada (formerly known as First Chicago NBD Bank Canada),
Alberta Treasury Branches and National Bank of Canada as Lenders and Royal Bank
of Canada as Administrative Agent entered into a credit agreement dated as of
July 29, 1999;

         AND WHEREAS the Borrower, the Lenders and the Administrative Agent
entered into a first amending agreement dated as of October 13, 2000 in
connection with the Borrower incurring indebtedness of up to Cdn. $125,000,000
for purposes of financing the purchase of Gulf Canada Resources Limited's
remaining interest in the Gulf Midstream assets and financing the acquisition,
constitution and expansion of gas processing and gathering assets;

         AND WHEREAS the Borrower has requested that the Lenders consent to the
Borrower having incurred indebtedness of up to Cdn. $100,000,000 and acquiring
certain Subsidiaries in connection with certain reorganizational transactions
involving the Borrower and its Subsidiaries;

         AND WHEREAS the Lenders have required that the Borrower, the Lenders
and the Administrative Agent enter into this Second Amending Agreement as one of
the conditions to the Lenders providing their consent to the Borrower incurring
that indebtedness and acquiring those additional Subsidiaries;

         AND WHEREAS the Borrower, the Administrative Agent and the Lenders wish
to enter into this Second Amending Agreement to set forth the changes to the
Credit Agreement, and to otherwise confirm the provisions of Amended Credit
Agreement;

         NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
covenants and agreements herein contained and other good and valuable
consideration, the receipt and sufficiency of which is hereby conclusively
acknowledged by each of the parties hereto, the parties hereto covenant and
agree as follows:

1.       Definitions

         All capitalized terms used in this Second Amending Agreement shall,
unless otherwise defined herein, have the meanings herein given to them in the
Credit Agreement, and:

         "Amended Credit Agreement" means the Credit Agreement, as amended by
         this Second Amending Agreement, and as it may hereafter be further
         amended from time to time.

         "Credit Agreement" means the credit agreement dated as of July 29, 1999
         among Keyspan Energy Development Co. as Borrower, Royal Bank of Canada
         and the other financial institutions named therein from time to time as
         Lenders and Royal Bank of Canada as Administrative Agent, as such
         agreement was amended by the First Amending Agreement.

         "First Amending Agreement" means the amending agreement dated as of
         October 13, 2000 among Keyspan Energy Development Co. as Borrower,
         Royal Bank of Canada, The Chase Manhattan Bank of Canada, Bank of
         Montreal, Bank One Canada and Alberta Treasury Branches as Lenders and
         Royal Bank of Canada as Administrative Agent.

          "Nicodama"  means Nicodama  Beheer V B.V., a body  corporate  existing
          under the laws of the Netherlands.

         "Novation Agreement" means the novation agreement to be entered into
         among the Borrower, KS Finance, Nicodama and the Administrative Agent
         on behalf of the Lenders and pursuant to which Nicodama is to replace
         KS Finance as the Subordinated Lender under the Subordination
         Agreement.

         "Second Amending Agreement" means the second amending agreement.

2.       Amendments to Credit Agreement

         Effective as of the date of this Second Amending Agreement, the Credit
Agreement is amended as follows:

          (a)  Section 1.1 of the Credit Agreement is hereby amended as follows:

               (i)  The definition of "Documents" is hereby amended by replacing
                    the words "the Subordination  Agreement" with the words "the
                    Keyspan  Luxembourg  Subordination  Agreement,  the Nicodama
                    Subordination Agreement".

               (ii) The  following  definitions  are  hereby  added  immediately
                    following the definition of "Investment":

                    "Keyspan  Luxembourg" means Keyspan Luxembourg  S.A.R.L.,  a
                    body corporate existing under the laws of Luxembourg.

                    "Keyspan  Luxembourg   Subordination  Agreement"  means  the
                    subordination and postponement  agreement to be entered into
                    among the Borrower,  the  Administrative  Agent on behalf of
                    the  Lenders and Keyspan  Luxembourg,  substantially  in the
                    form annexed hereto as Schedule K, mutatis mutandis.

               (iii)The  definition  of "KS Finance  Loan" is hereby  amended by
                    replacing all of the text that follows the words "(the "Term
                    Loan Agreement")," with the following:

                    "which Term Loan Agreement:

                    (a)  was assigned and transferred by Royal Bank of Canada to
                         KS  Finance  by way  of an  Assignment  and  Assumption
                         Agreement  entered  into among  Royal Bank of Canada as
                         assignor,  the  Borrower  and KS Finance  as  assignee,
                         dated April 27, 1999;

                    (b)  was assigned and  transferred  by KS Finance to Lonfine
                         Properties Limited  ("Lonfine") by way of an Assignment
                         and Assumption  Agreement entered into among KS Finance
                         as assignor, the Borrower and Lonfine as assignee;

                    (c)  was  distributed  to Keyspan  Luxembourg as a result of
                         the liquidation of Lonfine effective December 23, 1999;

                    (d)  was assigned and  transferred by Keyspan  Luxembourg to
                         KS Finance Co. by way of an Assignment  and  Assumption
                         Agreement  entered  into among  Keyspan  Luxembourg  as
                         assignor, the Borrower and KS Finance Co. as assignee;

                    (e)  was  assigned  and sold by KS  Finance  Co. to  Keyspan
                         Luxembourg  by  way  of an  Assignment  and  Assumption
                         Agreement  entered  into  between  KS  Finance  Co.  as
                         assignor and Keyspan Luxembourg as assignee;

                    (f)  was amended and restated by Keyspan  Luxembourg and the
                         Borrower effective as of March 15, 2000; and

                    (g)  as so amended and  restated,  was  assigned and sold by
                         Keyspan  Luxembourg  to  Nicodama  with all of  Keyspan
                         Luxembourg's  right,  title and  interest in and to the
                         Term  Loan  Agreement,  as  so  amended  and  restated,
                         pursuant  to an  Assignment  and  Assumption  Agreement
                         dated as of March 15, 2000 entered  into among  Keyspan
                         Luxembourg  as  assignor,  the Borrower and Nicodama as
                         assignee."

               (iv) The  following  definitions  are  hereby  added  immediately
                    following the definition of "Moody's":

                    "Nicodama"  means  Nicodama  Beheer V B.V., a body corporate
                    existing under the laws of the Netherlands.

                    "Nicodama  Subordination  Agreement" means the subordination
                    and  postponement  agreement dated as of July 29, 1999 among
                    the  Borrower,  the  Administrative  Agent on  behalf of the
                    Lenders  and KS  Finance,  and in respect of which:  (i) the
                    Subordinated  Indebtedness  (as  defined  therein)  has been
                    assigned,  transferred  and sold,  ultimately  to  Nicodama,
                    through a series of transactions described in the definition
                    of "KS Finance  Loan";  and (ii)  Nicodama  will  replace KS
                    Finance as the Subordinated  Lender thereunder pursuant to a
                    novation agreement to be entered into among the Borrower, KS
                    Finance,  Nicodama and the Administrative Agent on behalf of
                    the Lenders.

               (v)  The  definition  of   "Partnership"  is  hereby  amended  by
                    deleting  that  definition  in its entirety and replacing it
                    with the following:

                    "Partnership" means the general partnership: (i) known as at
                    July 29, 1999 as the Gulf  Midstream  Services  Partnership;
                    (ii) formed  December 1, 1998;  (iii) the  partners of which
                    were then GCRL, the Borrower and GMSL; (iv) now known as the
                    Keyspan Energy Canada Partnership by virtue of a name change
                    made on October 16, 2000; and (v) the partners of which are,
                    as of the date  hereof,  the  Borrower,  GMSL  (which is now
                    known as Keyspan  Energy Canada Inc. as a result of articles
                    of amendment filed on October 16, 2000) and Solex.

               (vi) The definition of "Partnership  Agreement" is hereby amended
                    by  deleting  the  period at the end of the  definition  and
                    adding the words ", as may be amended from time to time.".

               (vii)The  definition of  "Partnership  Parties" is hereby amended
                    by replacing the words "and GMSL" with the words ", GMSL and
                    Solex".

               (viii) The  definition  of  "Permitted  Indebtedness"  is  hereby
                    amended  by  adding  the  following  paragraph   immediately
                    following paragraph (a):

                    (a.1)Debt   in  the   principal   amount   of  up  to   Cdn.
                         $100,000,000,   and  all  interest  thereon,  owing  to
                         Keyspan  Luxembourg and which is fully  subordinated to
                         the  Obligations  pursuant  to the  Keyspan  Luxembourg
                         Subordination Agreement;

               (ix) The  following   definition  is  hereby  added   immediately
                    following the definition of "Security Interest":

                    "Solex" means Solex Production Ltd., a corporation  existing
                    under the laws of Alberta.

               (x)  The  definition  of  "Subordination   Agreement"  is  hereby
                    deleted in its entirety.

               (xi) The  definition  of   "Subsidiary"   is  hereby  amended  by
                    replacing the words "and GMSL" in the last line thereof with
                    the words ", GMSL, Solex and TNG Liquids".

               (xii)The  following   definition  is  hereby  added   immediately
                    following the definition of "Termination Event":

                    "TNG Liquids" means TNG Liquids Ltd., a corporation existing
                    under the laws of Alberta.

          (b)  Section  8.1(n) of the  Credit  Agreement  is hereby  amended  by
               replacing the reference in the third line thereof to "KS Finance"
               with  "Nicodama",  and by replacing  the words "and (iii)" in the
               second last line thereof with the following:

                    "(iii)  indebtedness  in the principal  amount of up to Cdn.
                         $100,000,000,  and  interest  thereon,  pursuant  to  a
                         promissory  note dated  December 1, 2000 granted by the
                         Borrower to Keyspan Luxembourg, and (iv)"

          (c)  Section  9.1(j) of the  Credit  Agreement  is hereby  amended  by
               replacing the words  "(other than the KS Finance  Loan)" with the
               words  "(other  than  the KS  Finance  Loan  and the  Debt of the
               Borrower that is subordinated to the Obligations  pursuant to the
               Keyspan Luxembourg Subordination Agreement)".

          (d)  Section  10.1(n) of the  Credit  Agreement  is hereby  amended by
               replacing  the  words  "or  the  Guarantee  or the  Subordination
               Agreement"  with  the  words  ",  the  Guarantee,   the  Nicodama
               Subordination  Agreement or the Keyspan Luxembourg  Subordination
               Agreement,".

3.       Conditions Precedent

         The amendments to the Credit Agreement set forth in Section 2 of this
Second Amending Agreement shall not be effective unless the following conditions
have been fulfilled to the satisfaction of the Administrative Agent:

          (a)  each of the  Borrower,  KS Finance and  Nicodama  shall have duly
               executed and delivered to the  Administrative  Agent the Novation
               Agreement,   in   form   and   substance   satisfactory   to  the
               Administrative Agent;

          (b)  each of the  Borrower  and  Keyspan  Luxembourg  shall  have duly
               executed and  delivered to the  Administrative  Agent the Keyspan
               Luxembourg Subordination Agreement;

          (c)  the Administrative  Agent shall have received favourable opinions
               of counsel to the  Borrower,  Nicodama and Keyspan  Luxembourg in
               form and substance  satisfactory to the Administrative  Agent or,
               in the  alternative,  an  undertaking  of the Borrower to use its
               best  efforts  to cause  the  delivery  of such  opinions  to the
               Administrative  Agent  within 40 days of the date of this  Second
               Amending Agreement;

          (d)  the Administrative Agent shall have received from the Guarantor a
               confirmation of the Guarantee in form and substance  satisfactory
               to the  Administrative  Agent  regarding  the  amendments  to the
               Credit Agreement set forth in this Second Amending Agreement;

          (e)  the Administrative  Agent shall have received from the Borrower a
               certified  copy of the Keyspan  Luxembourg  Credit  Agreement (as
               that term is  defined  in the  Keyspan  Luxembourg  Subordination
               Agreement)  and the Nicodama  Credit  Agreement  (as that term is
               defined in the Novation Agreement); and

          (f)  no  Default  or Event  of  Default  shall  have  occurred  and be
               continuing,  and the  Administrative  Agent shall have received a
               certificate of an officer of the Borrower to that effect.

         The Administrative Agent shall forthwith advise the Borrower when all
of the foregoing conditions in this Section 3 have been satisfied.

4.       Representations and Warranties

         The Borrower hereby represents and warrants to the Lenders that the
applicable representations and warranties contained in Section 8.1 of the Credit
Agreement, as amended by this Second Amending Agreement, are true and accurate
in all material respects as if made on the date of this Second Amending
Agreement.

5.       Confirmation

         Each of the parties hereto acknowledges and agrees that the Credit
Agreement, as amended by this Second Amending Agreement, and all other Documents
are and will continue to be in full force and effect, and are hereby ratified
and confirmed, and the rights and obligations of all parties thereunder will not
be affected in any manner by the provisions of this Second Amending Agreement,
except as expressly provided in Section 2 of this Second Amending Agreement.

6.       Further Assurances

         The Borrower will from time to time forthwith, and at the Borrower's
own cost and expense, do, make, execute and deliver, or cause to be done, made,
executed and delivered, all such further documents, financing statements,
assignments, acts, manners and things which may be reasonably required by the
Administrative Agent and are consistent with the intention of the parties hereto
as evidenced herein, with respect to all matters arising under this Second
Amending Agreement or the Amended Credit Agreement.

7.       Expenses

         Without in any way limiting the provisions of Section 12.1 of the
Credit Agreement, the Borrower will be liable for all reasonable expenses of the
Administrative Agent and the Lenders, including legal fees, the fees and
expenses of the Administrative Agent and other out-of-pocket expenses, in
connection with the negotiation, preparation, execution and delivery of this
Second Amending Agreement.

8.       Counterparts

         This Second Amending Agreement may be executed in any number of
counterparts, each of which when executed and delivered will be deemed to be an
original, and all of which when taken together shall constitute one and the same
instrument.

         IN WITNESS WHEREOF the parties hereto have caused this Second Amending
Agreement to be duly executed by their respective authorized officers as of the
date and year first above written.

                                 KEYSPAN ENERGY DEVELOPMENT CO., as Borrower

                                 Per:
                                     -------------------------------------------
                                     Name:
                                     Title:

                                 Per:
                                     -------------------------------------------
                                     Name:
                                     Title:


                                 ROYAL BANK OF CANADA, in its capacity as
                                 Administrative Agent

                                 Per:
                                    --------------------------------------------
                                    Name:
                                    Title:

                                 Per:
                                     -------------------------------------------
                                     Name:
                                     Title:


<PAGE>



                          ROYAL BANK OF CANADA, as a Lender

                          Per:
                              --------------------------------------------------
                              Name:
                              Title:

                          Per:
                              --------------------------------------------------
                              Name:
                              Title:











This page is attached to and forms part of a Second Amending Agreement dated as
of December __, 2000 among Keyspan Energy Development Co. as Borrower, Royal
Bank of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One
Canada and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.





<PAGE>





                              THE CHASE MANHATTAN BANK OF CANADA, as a Lender

                              Per:
                                  ----------------------------------------------
                                  Name:
                                  Title:

                              Per:
                                  ----------------------------------------------
                                  Name:
                                  Title:










 This page is attached to and forms part of a Second Amending Agreement dated as
of December __, 2000 among Keyspan Energy Development Co. as Borrower, Royal
Bank of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One
Canada and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.


<PAGE>












                                BANK OF MONTREAL, as a Lender

                                Per:
                                    --------------------------------------------
                                    Name:
                                    Title:
                                Per:
                                    --------------------------------------------
                                    Name:
                                    Title:



 This page is attached to and forms part of a Second Amending Agreement dated as
of December __, 2000 among Keyspan Energy Development Co. as Borrower, Royal
Bank of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One
Canada and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.

<PAGE>






                                  BANK ONE CANADA, as a Lender

                                  Per:
                                      ------------------------------------------
                                      Name:
                                      Title:

                                  Per:
                                      ------------------------------------------
                                      Name:
                                      Title:



 This page is attached to and forms part of a Second Amending Agreement dated as
of December __, 2000 among Keyspan Energy Development Co. as Borrower, Royal
Bank of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One
Canada and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.

<PAGE>











                               ALBERTA TREASURY BRANCHES, as a
                               Lender

                               Per:
                                   ---------------------------------------------
                                   Name:
                                   Title:

                                Per:
                                    --------------------------------------------
                                    Name:
                                    Title:


 This page is attached to and forms part of a Second Amending Agreement dated as
of December __, 2000 among Keyspan Energy Development Co. as Borrower, Royal
Bank of Canada, The Chase Manhattan Bank of Canada, Bank of Montreal, Bank One
Canada and Alberta Treasury Branches as Lenders and Royal Bank of Canada as
Administrative Agent.