[Exhibit 4B to Colonial Gas Company Form 10-Q for the period ended
June 30, 1994]
BOS-BUS:63918
SIXTH AMENDMENT
Amendment Agreement dated as of July 13, 1994 by and among (a) COLONIAL
GAS COMPANY, a Massachusetts Corporation (the "Company"), (b) THE BANK OF
NOVA SCOTIA, ABN AMRO BANK N.V., BOSTON BRANCH (the successor to
Algemene Bank Nederland N.V., Cayman Islands Branch), THE FIRST NATIONAL
BANK OF BOSTON and SHAWMUT BANK, N.A. (collectively, the "Banks"), (c)
SHAWMUT BANK, N.A., in its capacity as co-agent for the Banks (the
"Co-Agent"), and (d) THE FIRST NATIONAL BANK OF BOSTON, as agent for the Banks
(the "Agent"). This Amendment Agreement is to amend certain of the provisions
of the Revolving Credit Agreement dated as of June 27, 1990 (as amended, the
"Agreement") by and among the Company, the Banks and the Agent. Terms used
but not specifically defined herein shall bear the same meanings herein as in
the Agreement. This Amendment Agreement is the sixth amendment to the
Agreement.
The Company has advised the Banks, the Co-Agent and the Agent that the
Company desires to increase the Maximum Commitment under the Agreement from
$40,000,000 to $75,000,000, to extend the Termination Date thereunder and to
make certain other changes in the Agreement. The Banks, the Co-Agent and the
Agent are prepared to agree to the requested increase in the Maximum
Commitment, the extension of the Termination Date upon the terms and
conditions set forth in this Amendment Agreement and to make certain other
changes in the Agreement.
To accomplish the foregoing, the Company, the Banks, the Co-Agent and the
Agent agree as follows:
1. Amendments. The Agreement is amended in the following respects:
(a) Preamble. The preamble is hereby amended by inserting after the
parenthetical "(collectively the "Banks")" appearing therein a comma and the
following reference: "SHAWMUT BANK, N.A., as co-agent for the Banks (the
"Co-Agent")".
(b) Section 1: Defined Term "Applicable C/D Rate Margin". The
defined term "Applicable C/D Rate Margin" appearing in Section 1 of the
Agreement is amended by substituting for the table appearing therein, the
following table:
Standard & Poor's Applicable C/D
Rating Rate Margin
A 0.325%
A- 0.350%
BBB+ 0.375%
BBB 0.475%
less than BBB 0.575%
(c) Section 1: Defined Term "Applicable Eurodollar Rate Margin". The
defined term "Applicable Eurodollar Rate Margin" appearing in Section 1 of the
Agreement is amended by substituting for the table appearing therein, the
following table:
Standard & Poor's Applicable Eurodollar
Rating Rate Margin
A 0.200%
A- 0.225%
BBB+ 0.250%
BBB 0.350%
less than BBB 0.450%
(d) Section 1: Defined Term "Applicable Facility Fee Rate". The
defined term "Applicable Facility Fee Rate" appearing in Section 1 of the
Agreement is amended by substituting for the table appearing therein, the
following table:
Standard & Poor's Applicable Facility
Rating Fee Rate
A 0.070%
A- 0.090%
BBB+ 0.100%
BBB 0.120%
less than BBB 0.220%
(e) Section 1: Defined Term "Co-Agent". Section 1 of the Agreement is
hereby amended by inserting therein immediately after the definition of
"Closing Date" the following new definition:
Co-Agent - has the meaning specified in the preamble.
(f) Section 1: Defined Term "Domestic C/D Rate". The defined term
"Domestic C/D Rate" appearing in Section 1 of the Agreement is deleted in its
entirety and the following new definition is substituted therefor:
Domestic C/D Rate - with respect to any interest period for any
C/D Rate Advance, the annual rate of interest determined by the Agent to
be the average (rounded upwards, if necessary to the nearest 1/100 of 1%)
of the rates offered by the Agent in the secondary market at approximately
10:00 A.M. Boston time (or as soon thereafter as practicable) on the first
day of the applicable Interest Period for the purchase at face value from
the Agent of dollar certificates of deposit issued by them in an aggregate
amount approximately equal or comparable to the amount of the C/D Rate
Advance relating to such Interest Period and having a maturity equal to
the applicable Interest Period.
(g) Section 1: Defined Term "Extension Date". The defined term
"Extension Date" appearing in Section 1 of the Agreement is deleted in its
entirety.
(h) Section 1: Defined Term "Interest Charges". The defined term
"Interest Charges" appearing in Section 1 of the Agreement is amended by
inserting prior to the period at the end thereof, the following phrase: ", and
net of regulatory interest".
(i) Section 1: Defined Term "Maximum Commitment". The defined
term "Maximum Commitment" appearing in Section 1 of the Agreement is
amended by deleting the dollar amount "$40,000,000" appearing in clause (a)
thereof and by substituting the dollar amount "$75,000,000" in place thereof.
(j) Section 1: Defined Term "Termination Date". The defined term
"Termination Date" appearing in Section 1 of the Agreement is amended by
substituting for the reference therein to the date "July 15, 1994" a reference
to "June 15, 1997".
(k) Section 2.1. The dollar amount "$40,000,000" appearing in two
places in Section 2.1 of the Agreement is hereby deleted from both such places
and the dollar amount "$75,000,000" is substituted in place thereof.
(l) Section 2.2(h). The parties hereto hereby acknowledge and agree
that the definition of "Revolving Credit Notes" shall be deemed to include the
Revolving Credit Notes delivered to the Banks pursuant to this Amendment
Agreement and any promissory notes delivered pursuant to Section 5.2 of the
Agreement as amended hereby.
(m) Section 3.1. Section 3.1 of the Agreement is amended by
substituting for the references to the dollar amount "$250,000" appearing in
Section 3.1(d)(ii)(B), 3.1(f)(ii) and 3.1(h) thereof a reference to the dollar
amount "$1,000".
(n) Section 4.10. Section 4.10 of the Agreement is amended by
inserting the following after the second sentence of paragraph (a) thereof:
All payments by the Company hereunder and under any of the other Loan
Documents shall be made without setoff or counterclaim and free and
clear of and without deduction for any taxes, levies, imposts, duties,
charges, fees, deductions, withholdings, compulsory loans, restrictions or
conditions of any nature now or hereafter imposed or levied by any
jurisdiction or any political subdivision thereof or taxing or other authority
therein unless the Company is compelled by law to make such deduction
or withholding. If any such obligation is imposed hereafter upon the
Company with respect to any amount payable by it hereunder or under
any of the other Loan Documents, the Company will pay to the Agent, for
the account of the Banks or (as the case may be) the Agent, on the date
on which such amount is due and payable hereunder or under such other
Loan Document, such additional amount in dollars as shall be necessary
to enable the Banks or the Agent to receive the same net amount which
the Banks or the Agent would have received on such due date had no such
obligation been imposed upon the Company, provided that the foregoing
obligation to pay such additional amounts shall not apply:
(i) to any payment to a Bank if such Bank is not, on
the date hereof (or on the date it becomes a Bank under this
Agreement) and on the date of any change in the lending office of
such Bank identified after its execution, entitled by virtue of its
status as a non-resident alien to submit either a Form 1001
(relating to such Bank and entitling it to a complete exemption
from withholding on all interest to be received by it hereunder in
respect of the Advances) or Form 4224 (relating to all interest to
be received by such Bank hereunder in respect of Advances) of the
U.S. Department of Treasury, or
(ii) to any item referred to in the preceding sentence that
would not have been imposed but for the failure by such Bank to
comply with applicable certification, information, documentation
or other reporting requirements concerning the nationality,
residence, identity or connections of such Bank with the United
States if such compliance is required by statute or regulation of the
United States as a precondition to relief or exemption from such item.
The Company will deliver promptly to the Agent certificates or
other valid vouchers for all taxes or other charges deducted from or paid
with respect to payments made by the Company hereunder or under such
other Loan Document.
(o) Section 5.1. The text of Section 5.1 of the Agreement is deleted
from the Agreement and the following is substituted in place thereof:
Section 5.1. Amount of Commitment. The respective amount of each
Bank's Commitment on the date hereof and its respective Commitment
Percentage shall be as follows:
Amount of Commitment
Lender Commitment Percentage
ABN AMRO Bank N.V., Boston Branch $8,000,000 10.67%
The Bank of Nova Scotia $17,000,000 22.67%
The First National Bank of Boston $25,000,000 33.33%
Shawmut Bank, N.A. $25,000,000 33.33%
(p) Section 5.2. The text of Section 5.2 of the Agreement is deleted
from the Agreement and the following is substituted in place thereof:
Section 5.2. Extension of Commitments. The Company may, by written
notice to the Banks and the Agent not less than sixty (60) days and not
more than ninety (90) days prior to the Termination Date then in effect,
request that the Termination Date be extended to a later date specified in
such notice. The Agent shall notify the Company as to whether all of the
Banks have agreed to the extension of the Termination Date to such later
date not later than thirty (30) days prior to the Termination Date then in
effect. An extension to which all of the Banks have agreed shall become
effective upon the receipt by the Banks not less than five (5) Business
Days prior to the Termination Date then in effect of (a) executed
promissory notes substantially in the form of Exhibit A hereto, and (b) an
opinion of counsel to the Company, satisfactory to the Banks and their
counsel, as to the due authorization, execution and delivery by the
Company of such notice of extension and such promissory notes, the
validity and binding effect as regards the Company of this Agreement and
the promissory notes so delivered, and there being no necessity for any
authorization or approval by, or any filing or registration with, any public
regulatory body (including, but without limitation, approval of the
Department of Public Utilities of the Commonwealth of Massachusetts) for
such extension and for the performance of this Agreement and the
promissory notes so delivered (or, if any such action is necessary or
required, stating that the same has been duly obtained or effected, and is
valid and sufficient for the purpose and a true copy thereof is attached to
such opinion).
(q) Section 5.3. Section 5.3 of the Agreement is amended by
substituting for the reference appearing in paragraph (c) thereof to "a letter
agreement dated as of June 3, 1993, between the Company and the Agent" a
reference to "a letter agreement dated as of May 31, 1994, between the Company
and the Agent".
(r) Section 7. Section 7 of the Agreement is amended by inserting
after Section 7.2 thereof the following new Section 7.3:
Section 7.3. Notes in Full Force and Effect. The Notes shall be in full
force and effect, and the Company shall have delivered to the Banks
contemporaneously with its delivery of such Notes an opinion of counsel,
satisfactory to the Banks, regarding the due authorization, execution and
delivery of such Notes, the validity and binding effect of such Notes, and
there being no necessity for any authorization or approval by, or any filing
or registration with, any public regulatory body (including, but without
limitation, approval of the Department of Public Utilities of the
Commonwealth of Massachusetts) for the delivery of such Notes or the
performance of such Notes.
(s) Section 8. Section 8 of the Agreement is hereby amended by
inserting at the end thereof the following new Section 8.17:
Section 8.17. Environmental Matters. The Company is in compliance in
all material respects with all applicable state and federal environmental
statutes and regulations, including, without limitation, the Clean Water
Act of 1977, as amended, 33 U.S.C. Section 1251 et seq., the Resource
Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq.
("RCRA"), the Massachusetts Hazardous Waste Management Act,
Massachusetts General Laws Annotated ch. 21C (West 1992) (the
"Massachusetts Hazardous Waste Act"), the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986,
42 U.S.C. Section 9601 et seq. ("CERCLA"), and the Massachusetts Oil and
Hazardous Material Release Prevention Act, Massachusetts General Laws
Annotated ch. 21E (West 1992) (the "Massachusetts Oil and Hazardous
Material Act"), except for such noncompliance which, in the judgment of
the Company, would not materially and adversely affect the business,
prospects, earnings, properties or condition (financial or otherwise) of the
Company and, to its knowledge, has not acquired, incurred or assumed,
directly or indirectly, any contingent liability in connection with the
release of any toxic or hazardous waste or substance into the environment
which, in the judgment of the Company, would have a material adverse
effect on the business, prospects, earnings, properties or condition
(financial or otherwise) of the Company. The Company is not the subject
of any evaluation, administrative proceedings, administrative consent
orders, judicial proceedings or demand orders under CERCLA, or under
the Massachusetts Oil and Hazardous Material Act which, in the judgment
of the Company, would have a material adverse effect on the business,
prospects, earnings, properties or condition (financial or otherwise) of the
Company.
(t) Section 10.3. Section 10.3 of the Agreement is hereby amended
by substituting for the title of paragraph (e) thereof the following: "Notice
of Default, Litigation, ERISA Matters and Environmental Matters" and by
inserting at the end of such paragraph the following:
The Company will promptly give notice to the Agent and each of the
Banks (i) of any violation of any federal, state or local statute, regulation,
ordinance, order or decree relating to health, safety or the environment
that the Company reports in writing or is reportable by such Person in
writing (or for which any written report supplemental to any oral report
is made) to any federal, state or local environmental agency and that, in
the judgment of the Company, would materially and adversely affect the
business, prospects, earnings, properties or condition (financial or
otherwise) of the Company, and (ii) upon becoming aware thereof, of any
inquiry, proceeding, investigation or other action, including a notice from
any agency of potential environmental liability, or any federal, state or
local environmental agency or board that, in the judgment of the
Company, would materially and adversely affect the business, prospects,
earnings, properties or condition (financial or otherwise) of the Company.
(u) Section 10.12. Section 10.12 of the Agreement is amended by
deleting the following sentence: "All policies of insurance shall provide for
thirty (30) days prior written minimum cancellation notice to the Agent." and
by substituting in place therefor the following sentence:
At least five (5) days before the expiration of any such policy, the
Company will (except as aforesaid) obtain a renewal of any policy about
to expire or a new policy or policies operating as a renewal thereof, to the
satisfaction of the Banks; provided, however, that the Company will notify
the Banks that a policy is being canceled by an insurer not later than ten
(10) days prior to the effective date of such cancellation.
(v) Section 11.2. Section 11.2 of the Agreement is hereby deleted in
its entirety and the phrase "INTENTIONALLY OMITTED" is hereby substituted
therefor.
(w) Section 11.6. Section 11.6 of the Agreement is hereby deleted in
its entirety and the following new Section 11.6 is hereby substituted
therefor:
Section 11.6. Subsidiaries. The Company will not, directly or
indirectly, enter into any transaction with any subsidiary except on terms
which are fair and reasonable to the Company and which, taken as a whole, are
at least as favorable to the Company as it would obtain in a comparable
transaction with an unrelated person. The Company will not sell the stock
of any subsidiary, or permit a subsidiary to sell or otherwise dispose of
its property, other than at a fair value, unless such sale or disposition is
not detrimental to the interests of the Banks hereunder and the difference
between the fair value and the proceeds of such sale or disposition is
either less than $25,000 or, in the aggregate with the differences from all
other such sales or dispositions during the preceding 24 consecutive
months, less than 3/4 of 1% of tangible net worth as shown in the most
recent report of the Company.
(x) Section 11.9. Section 11.9 of the Agreement is hereby deleted in
its entirety and the phrase "INTENTIONALLY OMITTED" is hereby substituted
therefor.
(y) Section 11.11. Section 11.11 of the Agreement is hereby deleted
in its entirety and the following new Section 11.11 is hereby substituted
therefor:
Section 11.11. Interest Charge Coverage Ratio. Permit the ratio of
Consolidated Net Earnings Available for Interest Charges for any 4
consecutive fiscal quarters to Interest Charges for such period to be less
than 1.75 to 1.00.
(z) Section 11.14. Section 11.14 of the Agreement is hereby deleted
in its entirety and the following new Section 11.14 is hereby substituted
therefor:
Section 11.14. Indenture. The Company shall not amend, modify or
supplement the Indenture as in effect on the date of this Agreement in any
way that would directly or indirectly (i) subject the lien of the Indenture
to the gas inventory or accounts receivable of the Company or the Trust,
(ii) cause the scheduled date of payments of principal, interest and
expenses of Mortgage Debt to occur at dates earlier than the allowed dates
in effect on the Closing Date, (iii) amend in any material way the
definitions of "additional property" or "net amount of additional property"
or "permitted liens" in the definitional section of the Indenture, or (iv)
amend in any material way Section 3.02 of the Indenture.
(aa) Section 11.16. Section 11.16 of the Agreement is hereby deleted
in its entirety and the following new Section 11.16 is hereby substituted
therefor:
Section 11.16. Debt Payments. The Company shall not, directly or
indirectly, make any payments in reduction of any Debt of the Company
(other than Debt in respect of the Advances) prior to the final maturity
thereof, other than payments required by the terms of any sinking fund,
serial maturity or mandatory prepayment provision contained in any
instrument evidencing Debt permitted by Section 11.1 and other than payments
made pursuant to the Fuel Purchase Contract, unless (i) such payment is
made out of the proceeds of a concurrent (and in any event within six (6)
months of such payment) refunding operation involving the incurring by
the Company of additional Debt which is at least equal in aggregate
principal amount to, and which has a weighted average life to maturity (as
determined in accordance with any accepted financial practice) no shorter
than the remaining life of this Agreement and (ii) after giving effect to
such payment, the aggregate amount of all such Debt prepaid by the
Company since the Closing Date shall not exceed $20,000,000.
(bb) Section 15A. The Agreement is hereby amended by inserting
immediately after Section 15 appearing therein the following new Section 15A:
Section 15A. THE CO-AGENT. Notwithstanding anything to the
contrary set forth herein, the Co-Agent shall be deemed to be the agent
of the Banks in name only, and the Co-Agent shall not have any right,
power, obligation, liability, responsibility or duty under this Agreement
other than (a) those applicable to all Banks as such or (b) those otherwise
applicable to Shawmut Bank, N.A. in its individual capacity. Each Bank
acknowledges that it has not relied, and will not rely, on the Co-Agent in
deciding to enter into this Agreement or in taking or not taking action
hereunder.
(cc) Section 17. Section 17 is hereby amended by inserting at the end
thereof the following:
Notwithstanding anything in this Section 17 to the contrary, each Bank
shall be permitted to assign any or all of its rights hereunder to any of its
"bank" affiliates or to any of the twelve (12) Federal Reserve Banks organized
under Section 4 of the Federal Reserve Act 12 U.S.C. Section 341, without the
prior written consent of the Company or the Agent, provided that such "bank"
affiliate shall have total capital of not less than $100,000,000. If any
assignee Bank is not incorporated under the laws of the United States of
America or any state thereof, it shall, prior to the date on which any
interest or fees are payable hereunder or under any of the other Loan
Documents for its account, deliver to the Company and the Agent a
certification as to its exemption from deduction or withholding of any
United States Federal income taxes.
(dd) Section 28. The Agreement is hereby amended by inserting at the
end thereof the following new Section 28:
Section 28. WAIVER OF JURY TRIAL. The Company hereby waives
its right to a jury trial with respect to any action or claim arising out of
any dispute in connection with this Agreement, the Notes or any of the
other Loan Documents, any rights or obligations hereunder or thereunder
or the performance of which rights and obligations. Except as prohibited
by law and except in the case of gross negligence or willful misconduct,
the Company hereby waives any right it may have to claim or recover in
any litigation referred to in the preceding sentence any special, exemplary,
punitive or consequential damages or any damages other than, or in
addition to, actual damages. The Company (a) certifies that no
representative, agent or attorney of any Bank or the Agent has
represented, expressly or otherwise, that such Bank or the Agent would
not, in the event of litigation, seek to enforce the foregoing waivers and
(b) acknowledges that the Agent and the Banks have entered into this
Agreement, the other Loan Documents to which the Company is a party
in reliance on, among other things, the waivers and certifications
contained herein.
(ee) Exhibit A. Exhibit A to the Agreement is deleted in its entirety
and the form of Exhibit A attached hereto is substituted therefor. The
parties hereto hereby agree that each reference in the Agreement to the form
of Exhibit A shall henceforth be to the form of Exhibit A attached to this
Amendment Agreement.
2. Conditions to Effectiveness. The effectiveness of this Amendment
Agreement and the obligations of the Banks to provide the financing
accommodations contemplated hereby, shall be subject to the satisfaction of
each of the following conditions precedent (the date on which all of the
following conditions precedent shall have been met hereinafter referred to as,
the "Effective Date"):
(a) Representations and Warranties. Each of the representations and
warranties made by or on behalf of the Company to the Banks in Section 8 of
the Agreement shall be true and correct in all material respects.
(b) Performance, etc. The Company shall have duly and properly
performed, complied with and observed each of its covenants, agreements and
obligations contained in the Agreement. No events shall have occurred or be
continuing, and no condition shall exist, that constitutes an Event of Default
or that would, with notice or the lapse of time, or both, constitute an Event
of Default.
(c) Proof of Corporate Action. The Agent shall have received from
the Company, copies, certified by a duly authorized officer to be true and
complete on or as of the date of effectiveness of this Amendment Agreement, of
the records of all corporate action taken by the Company to authorize (i) its
execution and delivery of this Amendment Agreement and the Revolving Credit
Notes to be delivered in connection herewith, (ii) the performance on the part
of the Company of all of its agreements and obligations under the Agreement as
amended by this Amendment Agreement and (iii) its incurring the obligations
contemplated by this Amendment Agreement.
(d) Incumbency Certificate. The Agent shall have received from the
Company an incumbency certificate dated as of the date of the effectiveness of
this Amendment Agreement, signed by a authorized officer of the Company, and
giving the name and bearing the specimen signature of each individual who
shall be authorized to execute and deliver, in the name and on behalf of the
Company, this Amendment Agreement and the Revolving Credit Notes to be
delivered in connection herewith.
(e) Agent's Fee. The Company shall have paid to the Agent the
Agent's Fee required to be paid at closing by the letter agreement between the
Company and the Agent dated May 31, 1994.
(f) Legal Opinions. The Agent shall have received a written legal
opinion, addressed to the Banks, dated the date of the effectiveness of this
Amendment Agreement, of Palmer & Dodge, as counsel to the Company. Such
legal opinion shall be in form and substance satisfactory to the Banks.
(g) Officer's Certificate. The Company shall have provided such
certificates and other assurances in respect to its obligations and duties
hereunder as shall be satisfactory to the Banks.
(h) Receipt of Revolving Credit Notes. Each Bank shall have received
an executed promissory note in form and substance satisfactory to such Bank
and substantially in the form of Exhibit A hereto.
(i) Amendment to Trust Credit Agreement. Each Bank shall have
received an executed Fifth Amendment to the Trust Credit Agreement and all of
the conditions precedent to the effectiveness thereof shall have been fully
satisfied.
3. Transitional Arrangements. All fees owing or accruing under or in
respect of the Agreement prior to the effectiveness of this Amendment
Agreement shall be paid in accordance with the method, and on the date,
specified in the Agreement as in effect immediately prior to the effectiveness
hereof. Any C/D Rate Advance or Eurodollar Rate Advance outstanding on the
date on which this Amendment Agreement becomes effective shall continue to
bear interest at the Applicable C/D Rate Margin or the Applicable Eurodollar
Rate Margin (as the case may be) as such terms were defined prior to the
effectiveness of this Amendment Agreement for the remainder of the current
Interest Period relating thereto.
4. Effect on Agreement. Except as, and to the extent, specifically
amended by this Amendment Agreement, the Agreement shall remain in full force
and effect and is hereby expressly ratified and confirmed in each and every
respect.
5. Provisions of General Applications.
(a) Governing Law. This Amendment Agreement is intended to take
effect as a sealed instrument. This Amendment Agreement and the respective
rights and obligations hereunder of the parties hereto shall be governed by
and interpreted in accordance with the laws of the Commonwealth of
Massachusetts.
(b) Headings. The headings of the sections and paragraphs of this
Amendment Agreement have been inserted for convenience of reference only and
shall not be deemed to be a part of this Amendment Agreement.
(c) Counterparts. This Amendment Agreement may be executed in
any number of counterparts but all of such counterparts shall together
constitute but one agreement. In making proof of this Amendment Agreement, it
shall not be necessary to produce or account for more than one counterpart
signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
Agreement to be entered into as of this 13th day of July, 1994.
THE COMPANY:
COLONIAL GAS COMPANY
[Corporate Seal] By: Dennis W. Carroll
Title: Vice President & Treasurer
Attest:
THE BANKS:
THE BANK OF NOVA SCOTIA
By: M.R. Bradley
Title:
The Bank of Nova Scotia
101 Federal Street, 16th Floor
Boston, Massachusetts 02110
Attention: Michael Bradley
ABN AMRO BANK N.V.,
BOSTON BRANCH
By: R.E. James Hunter
Title: V.P.
By: Authorized Signatory
Title: Vice President
ABN AMRO Bank N.V.
One Exchange Place
53 State Street
Boston, Massachusetts 02109
Attention: R.E. James Hunter
THE FIRST NATIONAL BANK
OF BOSTON
By: Daniel G. Head Jr.
Title: Vice President
The First National Bank of Boston
100 Federal Street
Boston, Massachusetts 02110
Attention: Daniel G. Head
SHAWMUT BANK, N.A.
By: Philip A. Messina
Title: Vice President
Shawmut Bank, N.A.
One Federal Street
Boston, Massachusetts 02211
Attention: Philip A. Messina
THE CO-AGENT:
SHAWMUT BANK, N.A., As Co-Agent
By: Philip A. Messina
Title: Vice President
Shawmut Bank, N.A.
One Federal Street
Boston, Massachusetts 02211
Attention: Philip A. Messina
THE AGENT:
THE FIRST NATIONAL BANK
OF BOSTON, As Agent
By: Daniel G. Head Jr.
Title: Vice President
The First National Bank of Boston
100 Federal Street
Boston, Massachusetts 02110
Attention: Daniel G. Head
EXHIBIT A
REVOLVING CREDIT NOTE
$___________ _______, 199[_]
FOR VALUE RECEIVED, the undersigned Colonial Gas Company, a Massachusetts
corporation (the "Company"), hereby absolutely and unconditionally promises to
pay to the order of[_________________________________] (the "Bank") at the
head office of The First National Bank of Boston, as Agent (the "Agent"), at
100 Federal Street, Boston, Massachusetts 02110:
(a) on [June 16, 1995 or, with respect to subsequent notes, the date
which is 364 days from the date of such note], the principal amount of
_______________________ Dollars ($__________) or, if less, the aggregate
unpaid principal amount of Advances made by the Bank to the Company pursuant
to the Credit Agreement (as hereinafter defined); and
(b) interest on the principal from time to time outstanding from the
date hereof through and including the date on which such principal amount is
paid in full, at the times and at the rates provided in the Revolving Credit
Agreement dated as of June 27, 1990, as amended or supplemented from time to
time (the "Credit Agreement"), by and among the Company, the Bank and such
other banks or financial institutions that are or may become parties to the
Credit Agreement from time to time in accordance with the provisions thereof
(the Bank and such other banks being collectively referred to as the "Banks"),
Shawmut Bank, N.A., in its capacity as co-agent for the Banks, and the Agent.
This Note evidences borrowings under, is subject to the terms and
conditions of, and has been issued by the Company in accordance with the terms
of the Credit Agreement, and is one of the Revolving Credit Notes referred to
therein. The Bank and any holder hereof is entitled to the benefits of the
Credit Agreement and may enforce the agreements of the Company contained
therein, and any holder hereof may exercise the respective remedies provided
for thereby or otherwise available in respect thereof, all in accordance with
the respective terms thereof. All capitalized terms used in this Note and not
otherwise defined herein shall have the same meanings herein as in the Credit
Agreement.
The Bank is hereby irrevocably authorized by the Company to endorse on
the schedule attached to this Note or a continuation of such schedule attached
hereto and made a part hereof, an appropriate notation evidencing advances and
repayments of principal of this Note, provided that failure by the Bank to
make any such notations shall not affect any of the Company's obligations or
the validity of any repayments made by the Company in respect of this Note.
The Company has the right in certain circumstances and the obligation
under certain other circumstances to prepay the whole or part of the principal
of this Note on the terms and conditions specified in the Credit Agreement.
If any one or more of the Events of Default shall occur, the entire
unpaid principal amount of this Note and all of the unpaid interest accrued
thereon may become or be declared due and payable in the manner and with the
effect provided in the Credit Agreement.
The Company and every endorser and guarantor of this Note or the
obligation represented hereby waive presentment, demand, notice, protest and
all other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, assent to any extension or
postponement of the time of payment or any other indulgence, to any
substitution, exchange or release of collateral and to the addition or release
of any other party or person primarily or secondarily liable.
This Note shall be deemed to take effect as a sealed instrument under the
laws of the Commonwealth of Massachusetts and for all purposes shall be
construed in accordance with such laws.
IN WITNESS WHEREOF, Colonial Gas Company has caused this Note to be
signed by its duly authorized officer as of the day and year first above
written.
COLONIAL GAS COMPANY
[Corporate Seal]
By:...........................
Title:
Amount of Paid or Amount of Balance of Notation
Date Loan Prepaid Principal Principal Unpaid Made By
[End of Exhibit 4B to Colonial Gas Company Form 10-Q for the period
ended June 30, 1994]