FIRST AMENDMENT TO CREDIT AGREEMENT AND NOTES
THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND NOTES (the
"First Amendment"), dated as of the 16th day of December, 1994
(the "First Amendment Effective Date"), is made and entered into
by and among Pennsylvania Gas and Water Company, a Pennsylvania
corporation (the "Borrower"), the Banks (as defined in the Credit
Agreement, as such term is hereinafter defined) and PNC Bank,
Northeast PA, in its capacity as agent for the Banks under the
Credit Agreement (hereinafter referred to in such capacity as the
"Agent") and CoreStates Bank, N.A., and NBD Bank, N.A., in their
respective capacities as co-agents for the Banks under the Credit
Agreement (hereinafter referred to in such capacity individually
as the "Co-Agent" and collectively as the "Co-Agents").
WITNESSETH:
WHEREAS, pursuant to a Credit Agreement (the "Credit
Agreement") dated April 19, 1993 by and among the Borrower, the
Banks, the Agent and the Co-Agents, the Banks agreed to extend
Revolving Credit Loans to the Borrower not to exceed Sixty
Million Dollars ($60,000,000) in the aggregate at any one time
outstanding; and
WHEREAS, pursuant to the Credit Agreement, the Borrower
executed and delivered to each Bank a Revolving Credit Note
(individually a "Revolving Credit Note" and collectively, the
"Revolving Credit Notes") dated April 22, 1993 in the face amount
of such Bank's Revolving Credit Commitment and made payable to
the order of such Bank; and
WHEREAS, the Borrower, the Banks, the Agent and the Co-
Agents wish to amend the Credit Agreement and the Revolving
Credit Notes as hereinafter set forth including (i) extending the
Expiration Date to May 31, 1996, (ii) reducing the Commitment
Fees, (iii) reducing the rates of interest under the Euro-Rate
Option and the CD Rate Option and (iv) adjusting the Tangible Net
Worth covenant.
NOW THEREFORE, in consideration of the mutual promises
contained herein and other valuable consideration, and with the
intent to be legally bound hereby, the parties hereto agree as
follows:
A. 1. (a) Subject to paragraph H. hereof, the
definition of Expiration Date set forth in Section 1.01 of the
Credit Agreement is hereby deleted and there is substituted
therefor the following:
Expiration Date shall mean the earlier of (i) May
31, 1996 or (ii) the date on which the Revolving
Credit Commitment is reduced to zero pursuant to
Section 2.10.
(b) Subject to paragraph H. hereof, the
reference to the date of April 30, 1995 in the second paragraph
of the Revolving Credit Notes is hereby deleted and there is
substituted therefor the term "Expiration Date".
2. Subject to paragraph H. hereof, from and
after the First Amendment Effective Date, the Commitment Fees set
forth in Section 2.03 of the Credit Agreement, payable as
consideration for each Bank's Revolving Credit Commitment under
the Credit Agreement, shall be equal to (a) 28.5 basis points
(285/1,000 of 1%) per annum for any day on which the long-term
senior secured debt of the Borrower is rated by S&P at BB+ or
lower or by Moody's at Ba1 or lower, or is not rated by either
S&P or Moody's, (b) 19.5 basis points (195/1,000 of 1%) for any
day on which the long-term senior secured debt of the Borrower is
rated by S&P at BBB- or by Moody's at Baa3 (c) 16 basis points
(16/100) of 1%) for any day on which the long-term senior secured
debt of the Borrower is rated by S&P at BBB or by Moody's at
Baa2, (d) 13.5 basis points (135/1,000 of 1%) for any day on
which the long-term senior secured debt of the Borrower is rated
by S&P at BBB+ or by Moody's at Baa1 and (e) 11 basis points
(11/100 of 1%) for any day on which the long-term senior secured
debt of the Borrower is rated by S&P at A- or higher or by
Moody's at A3 or higher (computed on the basis of a year of 365
or 366 days, as the case may be, and actual days elapsed) on the
average daily unborrowed amount of such Bank's Revolving Credit
Commitment as the same may be constituted from time to time; if
the Borrower's long-term senior debt rating by S&P and Moody's
are covered by different subsections set forth above, the
Commitment Fee shall be based upon the lower number of basis
points set forth in such subsections (for example, if the S&P
rating is BBB and the Moody's rating is Baa3, the Commitment Fee
shall be based upon 16 basis points).
3. Subject to paragraph H. hereof, from and
after the First Amendment Effective Date, the rate of interest on
the Revolving Credit Loans subject to the Euro-Rate Option set
forth in Section 3.01(b)(ii) of the Credit Agreement shall be a
rate per annum (computed on the basis of a year of 360 days and
actual days elapsed) equal to the sum of (A) the Euro-Rate, plus
(B)(I) 80 basis points (8/10 of 1%) for any day on which the
long-term senior secured debt of the Borrower is rated (x) BB+ or
lower by S&P or (y) Ba1 or lower by Moody's, or is not rated by
either S&P or Moody's, (II) 55 basis points (55/100 of 1%) for
any day on which the long-term senior secured debt of the
Borrower is rated (x) BBB- by S&P or (y) Baa3 by Moody's, (III)
47.5 basis points (475/1,000 of 1%) for any day on which the
long-term senior secured debt of the Borrower is rated (x) BBB by
S&P or (y) Baa2 by Moody's, (IV) 40 basis points (4/10 of 1%) for
any day on which the long-term senior secured debt of the
Borrower is rated (x) BBB+ by S&P or (y) Baa1 by Moody's and (V)
32.5 basis points (325/1,000 of 1%) for any day on which the
long-term senior secured debt of the Borrower is rated (x) A- or
higher by S&P or (y) A3 or higher by Moody's; if the Borrower's
long-term senior debt rating by S&P and Moody's are covered by
different subsections set forth above, the interest rate under
the Euro-Rate Option shall be based upon the lower number of
basis points set forth in such subsections (for example, if the
S&P rating is BBB and the Moody's rating is Baa3, the interest
rate shall be equal to the Euro-Rate plus 47.5 basis points).
4. Subject to paragraph H. hereof, from and
after the First Amendment Effective Date, the rate of interest on
the Revolving Credit Loans subject to the CD Rate Option set
forth in Section 3.01(b)(iii) of the Credit Agreement shall be a
rate per annum (computed on the basis of a year of 360 days and
actual days elapsed) equal to the sum of (A) the CD Rate plus (B)
(I) 92.5 basis points (925/1,000 of 1%) for any day on which the
long-term senior secured debt of the Borrower is rated (x) BB+ or
lower by S&P or (y) Ba1 or lower by Moody's, or is not rated by
either S&P or Moody's, (II) 67.5 basis points (675/1,000 of 1%)
for any day on which the long-term senior secured debt of the
Borrower is rated (x) BBB- by S&P or (y) Baa3 by Moody's, (III)
60 basis points (6/10 of 1%) for any day on which the long-term
senior secured debt of the Borrower is rated (x) BBB by S&P or
(y) Baa2 by Moody's, (IV) 52.5 basis points (525/1,000 of 1%) for
any day on which the long-term senior secured debt of the
Borrower is rated (x) BBB+ by S&P or (y) Baa1 by Moody's and (V)
45 basis points (45/100 of 1%) for any day on which the long-term
senior secured debt of the Borrower is rated (x) A- or higher by
S&P or (y) A3 or higher by Moody's; if the Borrower's long-term
senior debt rating by S&P and Moody's are covered by different
subsections set forth above, the interest rate under the CD Rate
Option shall be based upon the lower number of basis points set
forth in such subsections (for example, if the S&P rating is BBB
and the Moody's rating is Baa3, the interest rate shall be equal
to the CD Rate plus 60 basis points).
5. (a) Subject to paragraph H. hereof, from and
after the First Amendment Effective Date, the limitation of Five
Hundred Thousand Dollars ($500,000) set forth in Section 7.01(m),
PEI Capital Contribution, of the Credit Agreement shall be
increased to One Million Dollars ($1,000,000) and Section 7.01(m)
shall read as follows:
(m) PEI Capital Contribution. The
Borrower shall cause PEI to make
capital contributions (including
without limitation repayment of
advances and stock purchases) to
the Borrower in an amount equal to
at least eighty percent (80%) of
the net cash proceeds of all
offerings of Capital Stock of PEI,
other than proceeds [not exceeding
One Million Dollars ($1,000,000)
received during any fiscal year of
PEI] from the issuance of shares of
Capital Stock of PEI pursuant to
PEI's Employees' Savings Plan [a
Section 401(k) plan].
(b) Subject to paragraph H. hereof, from and
after the First Amendment Effective Date, the amounts of Two
Hundred Twenty Million Dollars ($220,000,000) and Five Hundred
Thousand Dollars ($500,000) set forth in Section 7.02(r), Minimum
Tangible Net Worth, of the Credit Agreement shall be increased to
Two Hundred Thirty Million Dollars ($230,000,000) and One Million
Dollars ($1,000,000), respectively, and the references to the
term "the Closing Date" in such section shall be deleted and
there shall be substituted therefor the date of September 30,
1994, and Section 7.02(r) shall read as follows:
(r) Minimum Tangible Net Worth. At no
time shall Tangible Net Worth be
less than the sum of Two Hundred
Thirty Million Dollars
($230,000,000) plus eighty percent
(80%) of the net proceeds of the
sale of any Capital Stock of PEI
after the September 30, 1994 (other
than proceeds [not exceeding One
Million Dollars ($1,000,000)
received during any fiscal year of
PEI] from the issuance of shares of
Capital Stock of PEI pursuant to
PEI's Employees' Savings Plan [a
section 401(k) plan]) plus one
hundred percent (100%) of the net
proceeds of the sale of any
Preferred Stock of the Borrower
after September 30, 1994.
B. Borrower represents and warrants to the Agent, the
Co-Agents and each of the Banks that no consent, approval,
exemption, order or authorization of, or registration or filing
with, any Official Body or any other Person is required to be
obtained or made by Borrower under any Law or any agreement to
which Borrower is a party in connection with the amendments to
the Credit Agreement set forth in paragraph A. hereof, except the
approval of such amendments by the Pennsylvania Public Utility
Commission.
C. On the First Amendment Effective Date:
(a) The representations and warranties of
the Borrower contained in Article V of the Credit Agreement shall
be true in all material respects on and as of the First Amendment
Effective Date with the same effect as though such
representations and warranties have been made on and as of such
date (except the representations and warranties set forth in the
first sentence of Section 5.01(b), Section 5.01(k), the last
sentence of Section 5.01(l), the portion of the last sentence of
Section 5.01(n) following the semi-colon in such sentence, the
last sentence of Section 5.01(o), Section 5.01(r), the last
sentence of Section 5.01(s), the first sentence of Section
5.01(t)(i) and the last sentence of Section 5.01(t)(v) of the
Credit Agreement, which representations and warranties shall be
true and correct in all material respects on and as of the
specific dates or times referred to therein or if no date or time
is specified, as of the Closing Date, and with respect to the
representations and warranties set forth in the last sentence of
5.01(s) and the first sentence of Section 5.01(t)(i) of the
Credit Agreement, such representations and warranties as they may
have been modified as set forth in one or more written notices
from the Borrower to the Agent shall be true and correct in all
material respects on and as of the First Amendment Effective Date
and, provided, however, that with respect to Section 5.01(m), the
amendments to the Credit Agreement set forth in paragraph A.
hereof must be approved by the Pennsylvania Public Utility
Commission, which approval has not yet been obtained) and the
Borrower shall have performed and complied in all material
respects with all covenants and conditions of the Credit
Agreement and this First Amendment; and no Event of Default or
Potential Default shall have occurred and be continuing or shall
exist.
(b) There shall be delivered to the Agent
for the benefit of each Bank a certificate dated the First
Amendment Effective Date and signed by the Secretary or an
Assistant Secretary of the Borrower, certifying as appropriate as
to:
(i) all corporate action taken by
the Borrower in connection with this First Amendment; and
(ii) the names of the officer or
officers authorized to sign this First Amendment and the true
signatures of such officer or officers and the identities of the
Authorized Officers permitted to act on behalf of the Borrower
for purposes of this First Amendment and the Credit Agreement as
amended hereby and the true signatures of such officers, on which
the Agent and each Bank may conclusively rely.
(c) This First Amendment shall have been
duly executed and delivered by the Borrower to the Agent for the
benefit of the Banks.
(d) There shall be delivered to the Agent
for the benefit of each Bank a written opinion of LeBoeuf, Lamb,
Greene & MacRae, Pennsylvania counsel to the Borrower, dated the
First Amendment Effective Date and in form and substance
satisfactory to the Agent and its counsel as to the matters set
forth in Exhibit "A" hereto.
(e) All legal details and proceedings in
connection with the transactions contemplated by this First
Amendment shall be in form and substance reasonably satisfactory
to the Agent and counsel for the Agent, and the Agent shall have
received all such other counterpart originals or certified or
other copies of such documents and proceedings in connection with
such transactions, in form and substance reasonably satisfactory
to the Agent and said counsel, as the Agent or said counsel may
reasonably request.
(f) The Borrower shall pay or cause to be
paid to the Agent for itself, to the extent not previously paid,
all fees and expenses for which the Agent is entitled to be paid
or reimbursed in connection with this First Amendment.
(g) Neither the execution, delivery nor
performance of this First Amendment shall contravene any Law
applicable to the Borrower or any of the Banks.
(h) No action, proceeding, investigation,
regulation or legislation shall have been instituted, threatened
or proposed before any court, governmental agency or legislative
body to enjoin, restrain or prohibit, or to obtain damages in
respect of, this First Amendment or the consummation of the
transactions contemplated hereby or which, in the Agent's sole
discretion, would make it inadvisable to consummate the
transactions contemplated by this First Amendment.
D. Except as expressly amended hereby, the terms,
provisions, conditions and agreements of the Credit Agreement and
the Revolving Credit Notes are hereby confirmed and ratified and
shall remain in full force and effect.
E. THIS FIRST AMENDMENT SHALL BE A CONTRACT MADE
UNDER, AND GOVERNED BY, THE LAWS OF THE COMMONWEALTH OF
PENNSYLVANIA WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS
PROVISIONS.
F. This First Amendment shall be binding upon, and
inure to the benefit of, the Borrower, the Banks, the Agent and
the Co-Agents and their respective successors and assigns, except
that the Borrower may not assign or transfer any of its rights
and obligations hereunder or any interest herein.
G. All defined terms used herein which are not
defined herein but which are defined in the Credit Agreement
shall have the meanings herein as are given to them in the Credit
Agreement.
H. This First Amendment shall be effective as of the
First Amendment Effective Date, provided, however, that if the
Pennsylvania Public Utility Commission has not approved the
amendments to the Credit Agreement set forth in paragraph A.
hereof on or before April 29, 1995, such amendments shall be void
and shall have no force or effect and the terms and provisions of
the Credit Agreement, as in effect prior to the First Amendment
Effective Date, shall continue to apply and be in effect for all
times on and after the First Amendment Effective Date. Subject
to the preceding sentence,from and after the First Amendment
Effective Date, all references to the Credit Agreement and the
Revolving Credit Notes in the Credit Agreement and the Revolving
Credit Notes shall be deemed to be references to the Credit
Agreement and the Revolving Credit Notes as amended hereby.
I. 1. Within five (5) days after the Pennsylvania
Public Utility Commission approves, or fails to approve or
disapproves of, the amendments to the Credit Agreement set forth
in paragraph A. hereof, but in no event later than April 29,
1995, the Borrower shall notify the Agent of the action taken by
the Pennsylvania Public Utility Commission and shall furnish the
Agent with a copy of any writing issued by the Pennsylvania
Public Utility Commission in connection therewith as soon as
practicable.
2. If the Pennsylvania Public Utility Commission
approves the amendments to the Credit Agreement set forth in
paragraph A. hereof, within five (5) days after such action is
taken, but in no event later than April 29, 1995, Borrower shall
furnish to the Agent, for the benefit of each Bank, a written
opinion of Pennsylvania counsel to the Borrower, dated the date
such approval is obtained and in form and substance satisfactory
to the Agent and its counsel, as to the matters set forth in
Exhibit "B" hereto.
J. This First Amendment may be executed in as many
counterparts as shall be convenient and by the different parties
hereto on separate counterparts, each of which when executed by
the Borrower, the Banks, the Agent and the Co-Agents shall be
regarded as an original.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto, by their
officers thereunto duly authorized, have executed this First
Amendment as of the day and year first above written.
ATTEST: (SEAL) PENNSYLVANIA GAS AND WATER
COMPANY
By_______________________ By_________________________________
Name_____________________ Name_______________________________
Title____________________ Title______________________________
PNC BANK, NORTHEAST PA,
individually and as Agent
By_________________________________
Name_______________________________
Title______________________________
CORESTATES BANK, N.A., individually
and as a Co-Agent
By_________________________________
Name_______________________________
Title______________________________
NBD BANK, N.A., individually and
as a Co-Agent
By_________________________________
Name_______________________________
Title______________________________
LTCB TRUST COMPANY
By_________________________________
Name_______________________________
Title______________________________
MELLON BANK, N.A.
By_________________________________
Name_______________________________
Title______________________________
FIRST FIDELITY BANK, N.A. formerly
MERCHANTS BANK NORTH, N.A.
By_________________________________
Name_______________________________
Title______________________________
BF-21739.5:3/1/95:0011-05284
[Final on Letterhead of LeBoeuf, Lamb, Greene & MacRae]
December 16, 1994
PNC Bank, Northeast PA,
as Agent for the Banks
(as defined below)
69 Public Square
Corporate Banking
Wilkes-Barre, Pennsylvania 18711
Ladies and Gentlemen:
We have acted as Pennsylvania counsel to Pennsylvania
Gas and Water Company, a Pennsylvania corporation (the
"Borrower"), in connection with the execution and delivery of the
Credit Agreement dated as of April 19, 1993 (the "Credit
Agreement"), as amended by a First Amendment to Credit Agreement
and Notes dated as of December 16, 1994 (the "First Amendment"),
among the Borrower, the banks parties thereto (the "Banks") and
PNC Bank, Northeast PA, as agent for the Banks (the "Agent") and
the execution and delivery of the Notes issued pursuant thereto;
the Credit Agreement as amended by the First Amendment is
hereinafter referred to as the "Amended Credit Agreement".
This opinion is delivered to you pursuant to paragraph
C.(d) of the First Amendment. All capitalized terms used herein
and not otherwise defined herein have the respective meanings
ascribed to them in the Amended Credit Agreement.
In connection with the transactions contemplated by the
Amended Credit Agreement, we have acted in a limited capacity as
Pennsylvania corporate counsel, and in conjunction with said role
have made such investigations of law, have examined the Amended
Credit Agreement and Notes, and certificates of public officials
and of the Borrower, and have examined and relied upon corporate
documents and records of the Borrower and have made such
examinations and inquiries as we deem necessary or appropriate in
connection with our opinion hereinafter set forth. In rendering
this opinion, we have also relied upon representations and
certificates of officers and employees of the Borrower and other
company counsel and certificates of Official Bodies including
EXHIBIT "A"
representations of the Borrower set forth in the Amended Credit
Agreement and we have assumed the genuineness of signatures of
all persons signing any documents, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified,
conformed or photostatic copies and the authenticity of all such
latter documents.
In rendering this opinion, we have assumed that (x) the
Amended Credit Agreement has been duly authorized, executed and
delivered by each Bank and the Agent and (y) the Amended Credit
Agreement constitutes the valid and binding obligation of each
Bank and the Agent enforceable against them in accordance with
its terms.
The opinions expressed herein are subject to the
following qualifications:
(i) the enforceability of the Amended Credit Agreement
and the Notes is subject to the effect of bankruptcy,
insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights of creditors generally;
(ii) the enforceability of the Amended Credit
Agreement and the Notes is subject to the effect of general
principles of equity (regardless of whether enforcement is
considered in proceedings at law or in equity) and to the
discretion of the court before which any proceeding therefor
may be brought (including without limitation the discretion
of a court to grant or limit the right of specific
performance);
(iii) the provisions of the Amended Credit Agreement
that permit any Person to take action or make
determinations, or to benefit from indemnities or similar
undertakings, may be subject to requirements that such
action be taken or such determinations be made, or that any
action or inaction by such Person that may give rise to a
request for payment under such an indemnity or similar
undertaking be taken or not taken, on a reasonable basis and
in good faith;
(iv) the indemnities in the Amended Credit Agreement
may be unenforceable or limited based upon public policy
considerations or applicable law;
(v) under certain circumstances the requirement that
the provisions of the Amended Credit Agreement and the Notes
may be modified or waived only in writing or only in a
specific instance may be unenforceable to the extent that an
oral agreement has been effected or a course of dealing has
occurred modifying such provisions;
(vi) a court may modify or limit contractual awards of
attorneys' fees; and
(vii) the use of the phrase (a) "to our knowledge" is
intended to be limited to the actual knowledge of the
attorneys in this Firm who have participated in our
representation of the Borrower and (b) "after due inquiry"
is intended to be limited to a review of the subject matter
of the opinions so qualified with appropriate officers of
Borrower and a review of such documents or agreements as may
have been identified by such officers as being necessary to
be reviewed in connection with the subject matter of such
opinions.
Based upon the foregoing, we are of the opinion that:
1. The Borrower has the corporate power and
authority, and the legal right, to make, deliver and perform
the Amended Credit Agreement and the Notes and to borrow
thereunder and has taken all necessary corporate action to
authorize the borrowings on the terms and conditions of the
Amended Credit Agreement and the Notes and to authorize the
execution, delivery and performance of the Amended Credit
Agreement and the Notes. Other than the consent of the
Pennsylvania Public Utility Commission, which has not yet
been obtained but for which an application for registration
of a Securities Certificate has been submitted to the
Pennsylvania Public Utility Commission, no consent or
authorization of, filing with or other act by or in respect
of, any Official Body of the Commonwealth of Pennsylvania,
is required in connection with the execution, delivery and
performance by the Borrower of the provisions of paragraph
A. to the First Amendment, which cover amendments to the
Credit Agreement, or to make valid or enforceable the
provisions of paragraph A. to the First Amendment as to or
against the Borrower; no consent or authorization of, filing
with or other act by or in respect of, any Official Body of
the Commonwealth of Pennsylvania is required in connection
with the execution, delivery and performance by the Borrower
of the terms and provisions of the First Amendment (other
than those set forth in paragraph A. thereof) including but
not limited to paragraph H. thereof or to make valid or
enforceable the terms and provisions of the First Amendment
(other than those set forth in paragraph A. thereof)
including but not limited to paragraph H. thereof; and if
the Pennsylvania Public Utility Commission does not approve
the amendments to the Credit Agreement set forth in
paragraph A. of the First Amendment, such amendments shall
be void and shall have no force or effect and the terms and
provisions of the Credit Agreement, as in effect prior to
the First Amendment Effective Date (as such term is defined
in the First Amendment), including but not limited to such
terms and provisions relating to borrowings under the Credit
Agreement made after the First Amendment Effective Date,
shall continue to apply and be valid and enforceable for all
times on and after the First Amendment Effective Date.
2. The Amended Credit Agreement and each Note has
been duly executed and delivered on behalf of the Borrower.
Subject to the second sentence of paragraph 1 hereof, the
Amended Credit Agreement and each Note constitutes a legal,
valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms.
3. The execution, delivery and performance of the
Amended Credit Agreement and the Notes, the borrowings
thereunder, the use of the proceeds thereof and the other
transactions contemplated by the Amended Credit Agreement
and the Notes (i) will not violate, or conflict with, (with
or without the giving of notice or the lapse of time, or
both), (x) the Articles of Incorporation, the by-laws or the
other organizational documents, if any, of the Borrower, (y)
subject to the second sentence of paragraph 1 hereof, any
law or administrative regulation of the Commonwealth of
Pennsylvania applicable to the Borrower, or any order, writ,
judgment, injunction or decree to which the Borrower is a
party or by which it is bound or to which it is subject or
(z) to our knowledge, after due inquiry, any material
mortgage, deed of trust, lease, indenture, instrument, note
or evidence of indebtedness or other agreement binding upon
the Borrower and (ii) will not result in, or require, the
creation or imposition of any Lien on any of its properties
or revenues pursuant to any such law or administrative
regulation or any such mortgage, deed of trust, lease,
indenture, instrument, note or evidence of indebtedness or
other agreement.
4. The Borrower is not subject to regulation under
any State statute or regulation which limits its ability to
incur Indebtedness except for the provisions of the
Pennsylvania Public Utility Code.
We are admitted to practice law in the Commonwealth of
Pennsylvania and do not express any opinion herein concerning the
law of any jurisdiction except the Commonwealth of Pennsylvania.
All of the opinions expressed herein are rendered as of the date
hereof. We assume no obligation to update such opinions to
reflect any facts or circumstances that may hereafter come to our
attention or any changes in the law that may hereafter occur.
This letter is furnished by us solely in connection
with the Amended Credit Agreement for your benefit and the
benefit of each Bank a party to the Amended Credit Agreement and
may not be relied upon for any other purpose, or furnished to,
used by, circulated to, quoted to or referred to by, any other
person without our prior written consent in each instance.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae
BF-21799.6:3/1/95:0011-05284
[Final on Letterhead of LeBoeuf, Lamb, Greene & MacRae]
______________, 199_
PNC Bank, Northeast PA,
as Agent for the Banks
(as defined below)
69 Public Square
Corporate Banking
Wilkes-Barre, Pennsylvania 18711
Ladies and Gentlemen:
We have acted as Pennsylvania counsel to Pennsylvania
Gas and Water Company, a Pennsylvania corporation (the
"Borrower"), in connection with the execution and delivery of the
Credit Agreement dated as of April 19, 1993 (the "Credit
Agreement"), as amended by a First Amendment to Credit Agreement
and Notes dated as of December 16, 1994 (the "First Amendment"),
among the Borrower, the banks parties thereto (the "Banks") and
PNC Bank, Northeast PA, as agent for the Banks (the "Agent") and
the execution and delivery of the Notes issued pursuant thereto;
the Credit Agreement as amended by the First Amendment is
hereinafter referred to as the "Amended Credit Agreement".
This opinion is delivered to you pursuant to paragraph
I.2 of the First Amendment. All capitalized terms used herein
and not otherwise defined herein have the respective meanings
ascribed to them in the Amended Credit Agreement.
We have acted in a limited capacity as Pennsylvania
corporate counsel, and in conjunction with said role have
examined a copy of the Securities Certificate of the Pennsylvania
Public Utility Commission adopted and registered on _________,
199_ relating to the First Amendment and hereby opine to you that
the Pennsylvania Public Utility Commission has approved the
amendments to the Credit Agreement set forth in paragraph A. of
the First Amendment.
We are admitted to practice law in the Commonwealth of
Pennsylvania and do not express any opinion herein concerning the
law of any jurisdiction except the Commonwealth of Pennsylvania.
All of the opinions expressed herein are rendered as of the date
hereof. We assume no obligation to update such opinions to
reflect any facts or circumstances that may hereafter come to our
attention or any changes in the law that may hereafter occur.
EXHIBIT "B"
This letter is furnished by us solely in connection
with the Amended Credit Agreement for your benefit and the
benefit of each Bank a party to the Amended Credit Agreement and
may not be relied upon for any other purpose, or furnished to,
used by, circulated to, quoted to or referred to by, any other
person without our prior written consent in each instance.
Very truly yours,
LeBoeuf, Lamb, Greene & MacRae
BF-22139.1:3/1/95:0011-05284