[Exhibit 4D to Colonial Gas Company Form 10-Q for the period ended
June 30, 1994]
BOS-BUS:64015
FIFTH AMENDMENT
Amendment Agreement dated as of July 13, 1994 by and among (a)
MASSACHUSETTS FUEL INVENTORY TRUST, a trust organized under the Laws of
the Commonwealth of Massachusetts (the "Trust"), (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 Trust, 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 fifth amendment to the Agreement.
The Trust has advised the Banks, the Co-Agent and the Agent that the
Trust desires to increase the "Maximum Commitment" under the Company Credit
Agreement from $40,000,000 to $75,000,000, to extend the Termination Date
under and as defined in both the Agreement and the Company Credit Agreement
and to make certain other changes in such agreements. The Banks, the Co-Agent
and the Agent are prepared to agree to the requested increase in the Maximum
Commitment to the Company Credit Agreement, the requested extension to the
Termination Date (as such terms are defined in both the Agreement and the
Company Credit Agreement) upon the terms and conditions set forth in this
Amendment Agreement and to make certain other changes in such agreements.
To accomplish the foregoing, the Trust, 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 it 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 "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".
(i) 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.
(j) 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".
(k) 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 Trust 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 Trust is compelled by law to make such deduction or
withholding. If any such obligation is imposed hereafter upon the Trust
with respect to any amount payable by it hereunder or under any of the
other Loan Documents, the Trust 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 Trust, 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 Trust 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 Trust hereunder or under such other
Loan Document.
(l) 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:
Lender Amount of Commitment
Commitment Percentage
ABN AMRO Bank N.V., Boston Branch $3,200,000 10.67%
The Bank of Nova Scotia $6,800,000 22.67%
The First National Bank of Boston $10,000,000 33.33%
Shawmut Bank, N.A. $10,000,000 33.33%
(m) 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 Trust 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 Trust 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 Trust, satisfactory to the Banks and their
counsel, as to the due authorization, execution and delivery by the Trust
of such notice of extension and such promissory notes, the validity and
binding effect as regards the Trust 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).
(n) 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".
(o) Section 8. Section 8 of the Agreement is amended by inserting
after Section 8.2 thereof the following new Section 8.3:
Section 8.3. Notes in Full Force and Effect. The Notes shall be in full
force and effect, and the Trust 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.
(p) Section 9. Section 9 of the Agreement is hereby amended by
inserting at the end thereof the following new Section 9.16:
Section 9.16. Environmental Matters. The Trust 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 Trust, would not materially and adversely affect the business,
prospects, earnings, properties or condition (financial or otherwise) of the
Trust 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 Trust, would have a material adverse effect
on the business, prospects, earnings, properties or condition (financial or
otherwise) of the Trust. The Trust 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 Trust, would have a material adverse effect on the business, prospects,
earnings, properties or condition (financial or otherwise) of the Trust.
(q) Section 11.3. Section 11.3 of the Agreement is hereby amended
by substituting for the title of paragraph (d) thereof the following:
"Notice of Default, Litigation and Environmental Matters" and by inserting at
the end of such paragraph the following:
The Trust 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 Trust 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 Trust, would materially and adversely affect the business,
prospects, earnings, properties or condition (financial or otherwise) of the
Trust, 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 Trust, would
materially and adversely affect the business, prospects, earnings,
properties or condition (financial or otherwise) of the Trust.
(r) Section 11.9. Section 11.9 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
Trust 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 Trust 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.
(s) Section 16A. The Agreement is hereby amended by inserting
immediately after Section 16 appearing therein the following new Section 16A:
Section 16A. 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.
(t) Section 18. Section 18 is hereby amended by inserting at the end
thereof the following:
Notwithstanding anything in this Section 18 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 Trust 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 Trust and the Agent a
certification as to its exemption from deduction or withholding of any
United States Federal income taxes.
(u) Section 25. Section 25 of the Agreement is hereby amended as
follows: (i) by inserting immediately after each reference therein to "this
Agreement" the following "or any of the other Loan Documents", (ii) by
deleting the conjunctive "and" at the end of paragraph (iv) thereof and by
renumbering paragraph (v) as paragraph (vi), and (iii) by inserting the
following new paragraph (v) after paragraph (iv) thereof:
(v) no release of any of the Collateral granted by the Trust
pursuant to the Security Documents shall be made; and
(v) Section 30. The Agreement is hereby amended by inserting at the
end thereof the following new Section 30:
Section 30. WAIVER OF JURY TRIAL. The Trust 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 Trust
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 Trust (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 Trust is a party in reliance on, among other things, the waivers
and certifications contained herein.
(w) 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 Trust to the Banks in Section 9 of the
Agreement shall be true and correct in all material respects.
(b) Performance, etc. The Trust 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 Authorization. The Agent shall have received from the
Company (i) a copy, certified by the clerk of the Company to be true and
complete on or as of the date of effectiveness of this Amendment Agreement, of
the resolutions of the directors of the Company approving this Amendment
Agreement and the Revolving Credit Notes to be delivered in connection
herewith, and (ii) a copy of the letter from the Company to the Trustee of the
Trust authorizing the Trustee to execute this Amendment Agreement.
(d) Regulatory Approval. The Agent shall have received from the
Trust a copy of any authorization or approval of any public regulatory body
(including without limitation the DPU) required for the execution by the Trust
of this Amendment Agreement and the Revolving Credit Notes or a copy of any
letter from such regulatory body stating that no such approval shall be
required.
(e) 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 counsel to the Trust. Such legal opinion shall be in
form and substance satisfactory to the Banks.
(f) Trustee's Certificate. The Trust shall have provided such
certificates and other assurances in respect to its obligations and duties
hereunder as shall be satisfactory to the Banks.
(g) 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.
(h) Amendment to Company Credit Agreement. Each Bank shall have
received an executed Sixth Amendment to the Company 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 TRUST:
MASSACHUSETTS FUEL INVENTORY
TRUST
By Shawmut Bank, N.A., not in its
individual capacity but solely as
Trustee of the Massachusetts Fuel
Inventory Trust under the Trust
Agreement dated as of June 22, 1990
as amended and in effect on the
date hereof, between it and the
Trustor and the Beneficiary named
therein
[Seal] By: Charles Dooley
Title: Vice President
Attest: Jill Olson
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: Vice President
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
$____________ ______, 199[_]
FOR VALUE RECEIVED, the undersigned Massachusetts Fuel Inventory Trust, a
trust formed under the laws of Commonwealth of Massachusetts (the "Trust"),
hereby absolutely and unconditionally promises to pay to the order of
[_________________________________] (the "Bank") at the head office of The
First National Bank of Boston, as Agent (the "Agent"), at 100 Federal Street,
Boston, Massachusetts 02110:
(a) on [June 16, 1995 or, with respect to subsequent notes, the date
which is 364 days from the date of such note], the principal amount of
_______________________ Dollars ($_________) or, if less, the aggregate unpaid
principal amount of Advances made by the Bank to the Trust 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 Trust, 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 Trust 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 Trust 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. This Note is secured by the Security Documents
described in Section 6 of the Credit Agreement. 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 Trust 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 Trust's obligations or the
validity of any repayments made by the Trust in respect of this Note.
The Trust 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 Trust 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, Massachusetts Fuel Inventory Trust has caused this
Note to be signed by its duly authorized Trustee as of the day and year first
above written.
MASSACHUSETTS FUEL INVENTORY
TRUST
By Shawmut Bank, N.A., not in its
individual capacity but solely as
Trustee of the Massachusetts Fuel
Inventory Trust under the Trust
Agreement dated as of June 22, 1990
as amended and in effect on the
date hereof, between it and the
Trustor and the Beneficiary named
therein
[Seal]
By:................................
Title:
Amount of Paid or Amount of Balance of Notation
Date Loan Prepaid Principal Principal Unpaid Made By
[End of Exhibit 4D to Colonial Gas Company Form 10-Q for the period
ended June 30, 1994]