[EXHIBIT 4d TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDED DECEMBER 31, 1995]
THIS AMENDMENT TO SECOND SUPPLEMENTAL INDENTURE, dated
as of August 1, 1995 (hereinafter referred to as this
"Amendment" or this "Instrument"), made and entered into by
and between Colonial Gas Company, a corporation duly
organized and existing under the laws of The Commonwealth of
Massachusetts, having its principal place of business at 40
Market Street, Lowell, Massachusetts (hereinafter referred to
as the "Company"), and The First National Bank of Boston, a
corporation duly organized and existing under the laws of The
Commonwealth of Massachusetts, having its principal place of
business at 100 Federal Street, Boston, Massachusetts, as
successor Trustee (hereinafter referred to, together with its
successors hereunder, as the "Trustee") under the Second
Amended and restated First Mortgage Indenture dated as of
June 15, 1992, as supplemented by the First Supplemental
Indenture dated as of June 15, 1992 and the Second
Supplemental Indenture (the "Second Supplement") dated as of
August 1, 1995 (as amended and so supplemented, the
"Indenture").
WHEREAS, the Company has heretofore duly executed and
delivered to the Trustee the Second Supplement, to issue up
to $75,000,000 in aggregate principal amount of First
Mortgage Bonds designated Secured Medium Term Notes, Series A
(herein referred to as the "Series A Notes") under the
Indenture, which Series A Notes are to be further designated
and described, as to dates, maturities, interest rates,
sinking funds, denominations and redemption and call
provisions, in such Series A Notes which the Company may
issue from time to time, each in the form hereinafter set
forth (and the Trustee hereby confirms its approval,
previously given prior to the certification of any of said
additional Series A Notes, of the form and designation
thereof so specified); and
WHEREAS, the Company desires to amend the Second
Supplemental to confirm its ability to fix interest payment
dates as it may determine;
NOW, THEREFORE, THIS INSTRUMENT (BEING THE AMENDMENT TO
SECOND SUPPLEMENT TO THE INDENTURE) WITNESSETH that, in
consideration of the premises, and of the acceptance and
purchase of the Series A Notes by the holders thereof, and of
the sum of $1.00 duly paid by the Trustee to the Company, and
of other good and valuable consideration, the receipt of
which is hereby acknowledged, and in confirmation of and
supplementing and amending the Indenture and in performance
of and compliance with the provisions thereof, the Company
and the Trustee agree as follows:
ARTICLE I
Series A Notes
Section 1.01. Amendment of the Second Supplement. The
Second Supplement is hereby amended as follows:
(a) The first paragraph of the Form of the Series A
Note in the last recital is amended by deleting the words
"February 15 and August 15" and replacing them with "April 14
& October 14."
(b) The first paragraph of Section 1.01 is hereby
amended by adding the phrase, "or such other dates as set
forth in the form of such Notes," after the phrase "February
15 and August 15 in each year."
IN WITNESS WHEREOF, Colonial Gas Company has caused this
Amendment to be executed, and its corporate seal to be hereto
affixed, by its officers thereunto duly authorized, and The
First National Bank of Boston has caused this Amendment to be
executed, and its corporate seal to be hereto affixed, by its
officers thereunto duly authorized, all as of the day and
year first above written but actually on the 12th day of
October, 1995.
COLONIAL GAS COMPANY
[SEAL] By Dennis W. Carroll
Vice President
BY Dennis W. Carroll
Treasurer
Attest:
Timothy A. Clark
Assistant Clerk
THE FIRST NATIONAL BANK OF
BOSTON, as Trustee
[SEAL] By Terence A. McGiunnis
Authorized Officer
Attest:
Michael R. Garfield
Assistant Secretary
Commonwealth of Massachusetts )
) ss.:
County of Middlesex )
On this 12th day of October, 1995 before me personally
appeared Dennis W. Carroll and Timothy A. Clark, to me
personally known, who, being by me duly sworn, did say that
they are the Vice President and Treasurer and the Assistant
Clerk, respectively, of Colonial Gas Company, that the seal
affixed to the foregoing instrument is the corporate seal of
said corporation, and that said instrument was signed and
sealed by them on behalf of said corporation by authority of
its Board of Directors; and the said Dennis W. Carroll and
Timothy A. Clark, acknowledged said instrument to be the free
act and deed of said corporation.
[Seal]
June T. Abreu
Notary Public
My Commission Expires:
2/19/99
Commonwealth of Massachusetts )
) ss.:
County of Middlesex )
On this 23rd day of October, 1995 before me personally
appeared Terence A. McGiunnis, to me personally known, who, being by
me duly sworn, did say that he is an Authorized Officer of
The First National Bank of Boston, that the seal affixed to
the foregoing instrument is the corporate seal of said bank,
and that said instrument was signed and sealed by him on
behalf of said bank, by authority of its Board of Directors;
and the said Terence A. McGiunnis acknowledged said
instrument to be the free act and deed of said company, as
trustee.
[Seal]
Michael R. Garfield
Notary Public
My Commission Expires:
January 31, 1997
COLONIAL GAS COMPANY
Amendment to Second Supplemental Indenture
Dated as of August 1, 1995 to Second
Amended and Restated First Mortgage Indenture
The above Amendment to Second Supplemental Indenture was
filed for recordation in Massachusetts as follows:
Location Date Reference
Secretary of the 10/26/95 Document Nos.
Commonwealth 374252 and 347251
Barnstable County 10/27/95 Instrument No.54662
Book 9903 Page 289
Barnstable County, Land 10/27/95 Document No. 650917
Registration Certificates of Title
Division Nos. 46050 (131302)
59716 (178392), and
84810 (278220)
Middlesex County, 10/30/95 Instrument No.49470
North Division Book ______, Page______
Middlesex County, 10/26/95 Instrument No. 699
South Division Book ______, Page ______
Plymouth 11/3/95 Instrument No.96562
Book 13940, Page 16
[EXHIBIT 4d TO COLONIAL GAS COMPANY
FORM 10-K FOR YEAR ENDED DECEMBER 31, 1995]