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Exhibit 10-CO
AMENDMENT NO. 1
TO THE
U.S. $450,000,000
AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
DATED AS OF MARCH 10, 1999
THIS AMENDMENT NO. 1, dated as of February 15, 2000 (this
"Amendment No. 1") to the Amended and Restated 364-Day Credit Agreement, dated
as of March 10, 1999 (the "Agreement") among Columbia Energy Group, a Delaware
corporation (the "Borrower"), the banks, financial institutions and other
institutional lenders parties to the Agreement (collectively, the "Lenders"),
Salomon Smith Barney Inc., as arranger and book manager, and Citibank N.A., as
administrative and syndication agent for the Lenders, evidences the agreement of
the parties as follows:
WHEREAS, the Borrower and the Required Lenders desire to amend
the Agreement in accordance with Section 8.01 thereof.
NOW, THEREFORE, in consideration of the foregoing and the
respective covenants, agreements and conditions hereinafter set forth, and
intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1. Amendment to Agreement.
Section 6.01(h) of the Agreement is amended to delete the
following text therefrom:
"(iii) any Person or two or more Persons acting in concert
shall have acquired by contract or otherwise (excluding
employment contracts with officers of the Borrower) or shall
have entered into a contract or arrangement (excluding
employment contracts with officers of the Borrower), that,
upon consummation, will result in its or their acquisition of
the power to exercise, directly or indirectly, a controlling
influence over the management or policies of the Borrower; or"
SECTION 2. Capitalized Terms. Capitalized terms used but not
otherwise defined in this Amendment No. 1 shall have the respective meanings
ascribed to such terms in the Agreement.
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SECTION 3. Execution in Counterparts. This Amendment No. 1 may
be executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment No. 1 by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment No. 1.
SECTION 4. Governing Law. This Amendment No. 1 shall be
governed by, and construed in accordance with the laws of the State of New York.
SECTION 5. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
for any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or
the Notes in the courts of any jurisdiction.
(b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.
SECTION 6. Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
COLUMBIA ENERGY GROUP
By: /s/ Michael W. O'Donnell
______________________________
Name: Michael W. O'Donnell
Title: Senior Vice President and
Chief Financial Officer
SALOMON SMITH BARNEY INC.,
as Arranger and Book Manager
By: /s/ J. Christopher Lyons
______________________________
Name: J. Christopher Lyons
Title: Attorney-in-Fact
CITIBANK, N.A.,
as Administrative and Syndication Agent
By: /s/ J. Christopher Lyons
______________________________
Name: J. Christopher Lyons
Title: Attorney-in-Fact
Lenders
CITIBANK, N.A.
By: /s/ J. Christopher Lyons
______________________________
Name: J. Christopher Lyons
Title: Attorney-in-Fact
THE CHASE MANHATTAN BANK
By: /s/ Steven Wood
______________________________
Name: Steven Wood
Title: Vice President
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Thomas A. Majeski
______________________________
Name: Thomas A. Majeski
Title: Vice President
BANK OF MONTREAL
By: /s/ Ian M. Plester
______________________________
Name: Ian M. Plester
Title: Director
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ M. Beth Miller
______________________________
Name: M. Beth Miller
Title: Authorized Signatory
FIRST UNION NATIONAL BANK
By: /s/ Michael J. Kolosowski
______________________________
Name: Michael J. Kolosowski
Title: Vice President
BANKERS TRUST COMPANY
By:
______________________________
Name:
Title:
BANK ONE
By: /s/ George R. Schanz
______________________________
Name: George R. Schanz
Title: First Vice President
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ALLFIRST BANK
By: /s/ Shaun E. Murphy
______________________________
Name: Shaun E. Murphy
Title: Senior Vice President
NATIONAL CITY BANK
By: /s/ Gregory D. Miller
______________________________
Name: Gregory D. Miller
Title: Vice President
COMMERZBANK AG,
NEW YORK BRANCH
By: /s/ Andrew Kjoller
______________________________
/s/ Timothy Chin
______________________________
Name: Andrew Kjoller
Timothy Chin
Title: Assistant Vice President
Assistant Vice President
NATIONSBANK, N.A.
By: /s/ Paula Z. Kramp
______________________________
Name: Paula Z. Kramp
Title: Principal
ARAB BANK, PLC
By: ______________________________
Name:
Title:
THE BANK OF NOVA SCOTIA
By: /s/ F.C.H. Ashby
______________________________
Name: F.C.H. Ashby
Title: Senior Manager
Loan Operations
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BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By: /s/ Nicholas R. Battista
______________________________
Name: Nicholas R. Battista
Title: Vice President
CRESTAR BANK
By: /s/ Nancy R. Petrash
______________________________
Name: Nancy R. Petrash
Title: Senior Vice President
BANCA MONTE DEI PASCHI DI SIENA, S.p.A.
By: ______________________________
Name:
Title:
SOCIETE GENERALE
By: /s/ Gordon R. Eadon
______________________________
Name: Gordon R. Eadon
Title: Director
UNION BANK OF CALIFORNIA
By: /s/ David Musicant
______________________________
Name: David Musicant
Title: Vice President