Exhibit 10.19e
September 1, 1995
Chemical Bank
270 Park Avenue
New York, New York 10017
Attention: Mr. Robert Gillham
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
800 Market Street
St. Louis, Missouri 63166-0236
Attention: Mr. Thomas Guyton
Mercantile Bank of St. Louis National Association
Eighth & Locust, 12th Floor
P.O. Box 524
St. Louis, Missouri 63101
Attention: Mr. John A. Holland
Ladies and Gentlemen:
Re: Amendment and Further Extension of line of credit
agreement dated October 18, 1993, as amended and
extended by letter of Amendment and Extension dated April
18, 1994, and further amended and extended by letters of
Amendment and Further Extension dated August 18, 1994,
October 18, 1994 and March 1, 1995 and further amended by
letter dated May 23, 1995 among Laclede Gas Company
("Laclede"), Chemical Bank ("Chemical"), The Boatmen's
National Bank of St. Louis ("Boatmen's") and Mercantile
Bank of St. Louis National Association ("Mercantile")
(said banks being hereinafter collectively called the
"Banks" and said line of credit agreement, as thus
amended and extended, being hereinafter called the "Line
of Credit Agreement").
This amendatory agreement will confirm our agreement to further amend
and extend the above-referenced Line of Credit Agreement from September 1,
1995 to November 1, 1995 on the same terms and conditions set forth in the
original Line of Credit Agreement as amended and extended on April 18, 1994,
August 18, 1994, October 18, 1994 and March 1, 1995 and further amended by
letter dated May 23, 1995; subject only to the modifications expressly set
forth in numbered Paragraphs 1 through 5 below, each of which Paragraphs
shall be effective on September 1, 1995.
73
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
September 1, 1995
2
1. NEW MAXIMUM AMOUNTS OF ADVANCES. The combined
-------------------------------
aggregate principal amount of Advances at any time outstanding
from any Bank under the Line of Credit Agreement shall not, on
or after September 1, 1995, exceed the amount set forth opposite the
name of such Bank below (such Bank's "Maximum Amount"), and shall be
in a combined aggregate principal amount at any time outstanding which
shall not exceed $50 million:
Name of Bank Maximum Amount
------------ --------------
Chemical $25,000,000
Boatmen's $12,500,000
Mercantile $12,500,000
2. NEW TERMINATION DATE. The phrase "Termination Date"
--------------------
as defined in the Line of Credit Agreement is hereby amended
from September 1, 1995 to November 1, 1995. Accordingly, all
references in the Line of Credit Agreement to the Termination
Date shall hereafter refer to November 1, 1995.
3. NEW FORM OF NOTE. Each executed Note in the form of
----------------
Exhibit A to the Line of Credit Agreement, as previously
amended, as to which no sums are then due and payable thereunder shall
be returned to Laclede immediately for cancellation, upon the holder
Bank's receipt of an executed Note to that Bank in the form attached
as Exhibit A to this amendatory agreement.
4. ABSENCE OF MATERIAL ADVERSE CHANGE. The making of
----------------------------------
Advances under the Line of Credit Agreement as amended by this
letter agreement is also subject to the absence of any
material adverse change since June 30, 1995, in the financial
condition of Laclede.
5. INTEREST RATE ON LIBO RATE ADVANCES; FACILITY FEE RATE.
------------------------------------------------------
The interest rate on LIBO Rate Advances and the Facility Fee shall
remain as specified respectively in Paragraphs 3 and 4 of the letter
of Amendment and Extension dated August 18, 1994.
6. RATIFICATION OF REMAINDER OF LINE OF CREDIT AGREEMENT.
-----------------------------------------------------
Subject only to the amendments expressly set forth in numbered
Paragraphs 1 through 5 above, the Line of Credit Agreement is hereby
ratified, confirmed and approved in all respects.
74
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
September 1, 1995
3
Please indicate your acceptance of this amendment and extension by
signing in the appropriate space below and returning to Laclede Gas Company
the enclosed duplicate of the original of this letter. This letter may be
executed in counterparts, each of which shall be an original, and all of
which when taken together, shall constitute one agreement which shall amend
and extend the Line of Credit Agreement as hereinbefore provided.
Very truly yours,
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
CHEMICAL BANK
By: RONALD POTTER
Name: Ronald Potter
Title: Managing Director
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By:
Name:
Title:
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By:
Name:
Title:
75
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
September 1, 1995
3
Please indicate your acceptance of this amendment and extension by
signing in the appropriate space below and returning to Laclede Gas Company
the enclosed duplicate of the original of this letter. This letter may be
executed in counterparts, each of which shall be an original, and all of
which when taken together, shall constitute one agreement which shall amend
and extend the Line of Credit Agreement as hereinbefore provided.
Very truly yours,
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
CHEMICAL BANK
By:
Name:
Title:
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By: THOMAS C. GUYTON
Name: Thomas C. Guyton
Title: Vice President
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By:
Name:
Title:
76
Chemical Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
September 1, 1995
3
Please indicate your acceptance of this amendment and extension by
signing in the appropriate space below and returning to Laclede Gas Company
the enclosed duplicate of the original of this letter. This letter may be
executed in counterparts, each of which shall be an original, and all of
which when taken together, shall constitute one agreement which shall amend
and extend the Line of Credit Agreement as hereinbefore provided.
Very truly yours,
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
CHEMICAL BANK
By:
Name:
Title:
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By:
Name:
Title:
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By: JOHN HOLLAND
Name: John Holland
Title: Vice President
77
EXHIBIT A
NOTE
$ ,000,000 New York, New York
September 1, 1995
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of
(the "Bank"), at the office of the Bank at
: (a) on the last day of each Interest
Period, as defined in the letter agreement dated as of October 18, 1993, as
amended by amendatory agreements dated April 18, 1994, August 18, 1994,
October 18, 1994, March 1, 1995 and May 23, 1995, and as further amended by
an amendatory agreement dated September 1, 1995 (said letter agreement, as
thus amended, being hereinafter called the "Line Letter"), between the
Company, the Bank and certain other banks, the aggregate unpaid principal
amount of each Advance (as defined in the Line Letter) made by the Bank to
which such Interest Period relates; and (b) on November 1, 1995, the lesser
of $ and the aggregate principal amount of all Advances made by
the Bank under the Line Letter and remaining unpaid; in each case in lawful
money of the United States of America in immediately available funds. The
undersigned promises to pay interest on the unpaid principal amount of each
Advance at the rates and payable on the dates provided for in the Line
Letter.
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof
in that or any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; PROVIDED,
HOWEVER, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the
laws of the State of New York and any applicable laws of the United States
of America.
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P. Treas. & Asst. Secy.
78
NOTE
$25,000,000 New York, New York
September 1, 1995
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of CHEMICAL
BANK (the "Bank"), at the office of the Bank at 270 Park Avenue, 8th Floor,
New York, New York 10017: (a) on the last day of each Interest Period, as
defined in the letter agreement dated as of October 18, 1993, as amended by
amendatory agreements dated April 18, 1994, August 18, 1994, October 18,
1994, March 1, 1995 and May 23, 1995, and as further amended by an
amendatory agreement dated September 1, 1995 (said letter agreement, as thus
amended, being hereinafter called the "Line Letter"), between the Company,
the Bank and certain other banks, the aggregate unpaid principal amount of
each Advance (as defined in the Line Letter) made by the Bank to which such
Interest Period relates; and (b) on November 1, 1995, the lesser of
$25,000,000 and the aggregate principal amount of all Advances made by the
Bank under the Line Letter and remaining unpaid; in each case in lawful
money of the United States of America in immediately available funds. The
undersigned promises to pay interest on the unpaid principal amount of each
Advance at the rates and payable on the dates provided for in the Line
Letter.
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof
in that or any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; PROVIDED,
HOWEVER, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the
laws of the State of New York and any applicable laws of the United States
of America.
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
79
Loans By and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Payments Name of
-------- Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
- ----------------------------------------------------------------------------
80
CHEMICAL BANK
September 1, 1995
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Attention of: Vernon O. Steinberg, V.P.-Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
October 18, 1993 as amended by amendatory agreements dated April 18, 1994,
August 18, 1994, October 18, 1994, March 1, 1995 and May 23, 1995, and as
further amended by an amendatory agreement dated the date hereof (said
letter agreement, as thus amended, being hereinafter called the "Letter
Agreement") among Chemical Bank ("Chemical"), certain other banks and
Laclede Gas Company ("Laclede") providing for advances by Chemical to
Laclede in an aggregate principal amount at any time outstanding not to
exceed $25,000,000. Chemical confirms that nothing in the Letter Agreement
is intended to alter the arrangements set forth in the letter of Chemical to
Laclede dated January 18, 1995, or the availability of up to $10,000,000 of
advances thereunder on the terms set forth therein.
Very truly yours,
CHEMICAL BANK,
By: RONALD POTTER
Name: Ronald Potter
Title: Managing Director
81
NOTE
$12,500,000 New York, New York
September 1, 1995
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of THE
BOATMEN'S NATIONAL BANK OF ST. LOUIS (the "Bank"), at the office of the Bank
at One Boatmen's Plaza, 800 Market Street, St. Louis, Missouri 63166-0236:
(a) on the last day of each Interest Period, as defined in the letter
agreement dated as of October 18, 1993, as amended by amendatory agreements
dated April 18, 1994, August 18, 1994, October 18, 1994, March 1, 1995 and
May 23, 1995, and as further amended by an amendatory agreement dated
September 1, 1995 (said letter agreement, as thus amended, being hereinafter
called the "Line Letter"), between the Company, the Bank and certain other
banks, the aggregate unpaid principal amount of each Advance (as defined in
the Line Letter) made by the Bank to which such Interest Period relates; and
(b) on November 1, 1995, the lesser of $12,500,000 and the aggregate
principal amount of all Advances made by the Bank under the Line Letter and
remaining unpaid; in each case in lawful money of the United States of
America in immediately available funds. The undersigned promises to pay
interest on the unpaid principal amount of each Advance at the rates and
payable on the dates provided for in the Line Letter.
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof
in that or any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; PROVIDED,
HOWEVER, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the
laws of the State of New York and any applicable laws of the United States
of America.
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P.-Treas. & Asst. Secy.
82
Loans By and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Payments Name of
-------- Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
- ----------------------------------------------------------------------------
83
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
September 1, 1995
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Attention of: Vernon O. Steinberg, V.P.-Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
October 18, 1993 as amended by amendatory agreements dated April 18, 1994,
August 18, 1994, October 18, 1994, March 1, 1995 and May 23, 1995, and as
further amended by an amendatory agreement dated the date hereof (said
letter agreement, as thus amended, being hereinafter called the "Letter
Agreement") among The Boatmen's National Bank of St. Louis ("Boatmen's"),
certain other banks and Laclede Gas Company ("Laclede") providing for
advances by Boatmen's to Laclede in an aggregate principal amount at any
time outstanding not to exceed $12,500,000. Boatmen's confirms that nothing
in the Letter Agreement is intended to alter the arrangements set forth in
the letter of Laclede to Boatmen's dated January 18, 1995, or the
availability of up to $10,000,000 of advances thereunder on the terms set
forth therein.
Very truly yours,
THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS,
By: THOMAS C. GUYTON
Name: Thomas C. Guyton
Title: Vice President
84
NOTE
$12,500,000 New York, New York
September 1, 1995
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION (the "Bank"), at the
office of the Bank at Eighth & Locust, 12th Floor, St. Louis, Missouri
63101: (a) on the last day of each Interest Period, as defined in the letter
agreement dated as of October 18, 1993, as amended by amendatory agreements
dated April 18, 1994, August 18, 1994, October 18, 1994, March 1, 1995 and
May 23, 1995, and as further amended by an amendatory agreement dated
September 1, 1995 (said letter agreement, as thus amended, being hereinafter
called the "Line Letter"), between the Company, the Bank and certain other
banks, the aggregate unpaid principal amount of each Advance (as defined in
the Line Letter) made by the Bank to which such Interest Period relates; and
(b) on November 1, 1995, the lesser of $12,500,000 and the aggregate
principal amount of all Advances made by the Bank under the Line Letter and
remaining unpaid; in each case in lawful money of the United States of
America in immediately available funds. The undersigned promises to pay
interest on the unpaid principal amount of each Advance at the rates and
payable on the dates provided for in the Line Letter.
The Company hereby waives diligence, presentment, demand, protest and
notice of any kind. The nonexercise by the holder of any of its rights
hereunder in any particular instance shall not constitute a waiver thereof
in that or any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; PROVIDED,
HOWEVER, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the
laws of the State of New York and any applicable laws of the United States
of America.
LACLEDE GAS COMPANY
By: VERNON O. STEINBERG
Name: Vernon O. Steinberg
Title: V.P. Treas. & Asst. Secy.
85
Loans By and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Payments Name of
-------- Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
- ----------------------------------------------------------------------------
86
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
September 1, 1995
Laclede Gas Company
720 Olive Street
St. Louis, Missouri 63101
Attention of: Vernon O. Steinberg, V.P.-Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
October 18, 1993 as amended by amendatory agreements dated April 18, 1994,
August 18, 1994, October 18, 1994, March 1, 1995 and May 23, 1995, and as
further amended by an amendatory agreement dated the date hereof (said
letter agreement, as thus amended, being hereinafter called the "Letter
Agreement") among Mercantile Bank of St. Louis National Association
("Mercantile"), certain other banks and Laclede Gas Company ("Laclede")
providing for advances by Mercantile to Laclede in an aggregate principal
amount at any time outstanding not to exceed $12,500,000. Mercantile
confirms that nothing in the Letter Agreement is intended to alter the
arrangements set forth in the letter of Mercantile to Laclede dated January
18, 1995, or the availability of up to $10,000,000 of advances thereunder on
the terms set forth therein.
Very truly yours,
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By: JOHN HOLLAND
Name: John Holland
Title: Vice President
87