FIRST AMENDMENT
THIS FIRST AMENDMENT (this "First Amendment") dated as of March 7, 2000
is to the Credit Agreement (the "Credit Agreement") dated as of March 8, 1999
among INDIANA GAS COMPANY, INC. (the "Company"), certain lenders (the "Banks"),
ABN AMRO BANK N.V., as Syndication Agent, NATIONAL CITY BANK OF INDIANA, as
Documentation Agent, and BANK ONE, INDIANA, N.A., as Administrative Agent.
Unless otherwise defined herein, terms defined in the Credit Agreement are used
herein as defined therein.
WHEREAS, the parties hereto have entered into the Credit Agreement
which provides for the Banks to make Loans to the Company from time to time; and
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth below;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENTS. Effective on (and subject to the occurrence of)
the First Amendment Effective Date (as defined below), the Credit Agreement
shall be amended as follows:
Section 1.1 Amendment to Definition of Facility Termination Date. The
definition of the term "Facility Termination Date" shall be amended in its
entirety to read as follows:
"'Facility Termination Date' means March 6, 2001 or any later
date as may be specified as the Facility Termination Date in accordance
with Section 2.19 or any earlier date on which the Aggregate Commitment
is reduced to zero or otherwise terminated pursuant to the terms
hereof."
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Banks that (a) each warranty set forth in Article V of the
Credit Agreement is true and correct as if made on the date hereof, (b) the
execution and delivery by the Company of this First Amendment and the
performance by the Company of its obligations under the Credit Agreement as
amended hereby (as so amended, the "Amended Credit Agreement") (i) are within
the corporate powers of the Company, (ii) have been duly authorized by all
necessary corporate action, (iii) have received all necessary governmental
approval and (iv) do not and will not contravene or conflict with any provision
of law or of the charter or by-laws of the Company or any indenture, loan
agreement or other material contract, order or decree which is binding upon the
Company, and (c) this First Amendment and the Amended Credit Agreement are the
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except as enforceability may be limited
by bankruptcy, insolvency or other similar laws of general application affecting
the enforcement of creditor's rights or by general principles of equity limiting
the availability of equitable remedies.
SECTION 3 EFFECTIVENESS. The amendment set forth in Section 1 shall
become effective, as of the day and year first above written, on such date (the
"First Amendment Effective Date") that the Administrative Agent shall have
received (i) counterparts of this First Amendment executed by the parties hereto
(ii) a renewal fee in an amount equal to 0.02% of the Aggregate Commitment,
payable to the Administrative Agent for the ratable benefit of the Banks and
(iii) certain fees payable to the Arranger and the Administrative Agent as set
forth in the fee letter dated February 15, 2000.
SECTION 4 MISCELLANEOUS.
Section 4.1 Continuing Effectiveness, etc. As herein amended, the
Credit Agreement shall remain in full force and effect and is hereby ratified
and confirmed in all respects.
Section 4.2 Counterparts. This First Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts,
and each such counterpart shall be deemed to be an original but all such
counterparts shall together constitute one and the same First Amendment.
Section 4.3 Governing Law. This First Amendment shall be a contract
made under and governed by the laws of the State of Indiana applicable to
contracts made and to be performed entirely within such State.
Section 4.4 Successors and Assigns. This First Amendment shall be
binding upon the Company and the Banks and their respective successors and
assigns, and shall inure to the benefit of the Company and the Banks and the
successors and assigns of the Banks.
Section 4.5 Expenses. The Company agrees to pay the reasonable costs
and expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this First Amendment.
IN WITNESS WHEREOF, the Company and the Banks have executed this First
Amendment as of the date first above written.
INDIANA GAS COMPANY, INC.
By:/s/ Steven Schein
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Title: VP & Treasurer
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BANK ONE, INDIANA, N.A.
By: /s/ [Not Legible]
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Title: FVP
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ABN AMRO BANK N.V.
By: /s/ David B. Bryant By:/s/ Mark R. Lasek
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Title: Group Vice President Title: Group Vice President
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NATIONAL CITY BANK OF INDIANA
By: /s/ William E. Kennedy
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Title: V.P.
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