AMENDMENT NO.1
TO CREDIT AGREEMENT
AND OTHER LOAN DOCUMENTS
AMENDMENT NO.1 dated as of December 31, 1995 ("Amendment No. 1") to the
CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS dated as of December 31, 1994 (the
"Credit Agreement"), by and among (a) EASTERN ENTERPRISES, a Massachusetts
voluntary association, BOSTON GAS COMPANY, a Massachusetts corporation, MIDLAND
ENTERPRISES INC., a Delaware corporation (collectively the "Borrowers"), (b)
FIFTH THIRD BANK, MELLON BANK, N.A., MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
NATIONAL WESTMINSTER BANK PLC, FLEET NATIONAL BANK OF MASSACHUSETTS (formerly
known as Shawmut Bank, N.A.), THE BANK OF NOVA SCOTIA, and THE FIRST NATIONAL
BANK OF BOSTON (collectively, the "Banks"), and (c) THE FIRST NATIONAL BANK OF
BOSTON, as agent (in such capacity, the "Agent") for the Banks.
WHEREAS, the Borrowers, the Agent and the Banks have agreed to modify
certain terms and conditions of the Credit Agreement and the other Loan
Documents, as more fully set forth herein; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Borrowers, the Agent and the
Banks hereby agree as follows:
ss.1. DEFINITIONS. Capitalized terms used herein and not otherwise
defined herein have the meanings given to such terms in the Credit Agreement, as
amended hereby.
ss.2. SUBSTITUTION OF NEW EXHIBIT B TO THE CREDIT AGREEMENT. The Credit
Agreement is hereby amended by deleting Exhibit B thereto in its entirety and
substituting in place thereof the form of Exhibit B attached hereto.
ss.3. REFERENCES TO SHAWMUT BANK, N.A. Each reference in the Credit
Agreement and the other Loan Documents to Shawmut Bank, N.A. shall be deemed to
be a reference to Fleet National Bank of Massachusetts.
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ss.4. CONDITIONS TO EFFECTIVENESS. This Amendment No. 1 shall be
effective as of the date hereof upon the satisfaction of each of the following
conditions:
(a) The Amendment. This Amendment No. 1 shall have been duly and
properly authorized, executed and delivered to the Agent by the Borrowers, the
Agent and the Banks, and shall be in full force and effect.
(b) Representations and Warranties; Absence of Default. Each of the
representations and warranties made by or on behalf of the Borrowers to the
Banks or the Agent in the Credit Agreement, as amended hereby, and the other
Loan Documents shall be true and correct in all material respects when made,
shall be repeated on and as of the date hereof, and shall be true and correct in
all material respects on and as of such date except, in each case, as affected
by the consummation of the transactions contemplated hereby or by the Loan
Documents and to the extent that such representation or warranty may relate by
its terms solely to a prior date, and no Default or Event of Default shall have
occurred and be continuing on the date hereof.
ss.5. RATIFICATION, ETC. Except as otherwise expressly set forth
herein, all terms and conditions of the Credit Agreement and the other Loan
Documents are hereby ratified and confirmed and shall remain in full force and
effect. Without limiting the generality of the foregoing, each of the Borrowers
expressly affirms all of its obligations under each of the Loan Documents to
which it is a party, including, without limitation, the Credit Agreement, as
amended hereby. Nothing herein shall be construed to be an amendment or a waiver
of any requirements of the Credit Agreement or of any of the other Loan
Documents except as expressly set forth herein.
ss.6. COUNTERPARTS. This Amendment No. 1 may be executed in any number
of counterparts, which together shall constitute one instrument.
ss.7. GOVERNING LAW. THIS AMENDMENT NO. 1 SHALL BE A CONTRACT UNDER THE
LAWS OF THE COMMONWEALTH OF MASSACHUSETTS, SHALL FOR ALL PURPOSES BE CONSTRUED
IN ACCORDANCE WITH AND GOVERNED BY THE INTERNAL LAWS OF SAID COMMONWEALTH,
WITHOUT REFERENCE TO CONFLICTS OF LAW, AND IS INTENDED TO TAKE EFFECT AS A
SEALED INSTRUMENT.
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment No.
1 as an instrument under seal to be effective as of the date first above
written.
EASTERN ENTERPRISES
By: /s/Jean A. Scholtens
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Title: V.P. & Treasurer
BOSTON GAS COMPANY
By: /s/Joseph F. Bodanza
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Title: Senior Vice President
MIDLAND ENTERPRISES INC.
By: /s/Fred C. Raskin
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Title: President
THE FIRST NATIONAL BANK
OF BOSTON, Individually and as Agent
By: /s/George W. Passela
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Title: Managing Director
THE BANK OF NOVA SCOTIA
By: /s/Terry Pitcher
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Title: Vice President
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FIFTH THIRD BANK
By: /s/Kevin C.M. Jones
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Title: National Accounts Officer
MELLON BANK, N.A.
By: /s/Jocelin Reed
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Title: Officer
MORGAN GUARANTY TRUST
COMPANY OF NEW YORK
By: /s/Deborah A. Brodheim
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Title: Vice President
NATIONAL WESTMINSTER BANK PLC
By: /s/Maria Amaral-LeBlanc
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Title: Vice President
NATIONAL WESTMINSTER BANK PLC,
NASSAU BRANCH
By: /s/Maria Amaral-LeBlanc
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Title: Vice President
FLEET NATIONAL BANK OF
MASSACHUSETTS (formerly known as
Shawmut Bank, N.A.)
By: /s/Robert D. Lanigan
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Title: Vice President