EX-10.CR 3 w41722ex10-cr.txt $850,000,000 AMENDED AND RESTATED CREDIT AGREEMENT 1 EXHIBIT 10-CR U.S. $850,000,000 THIRD AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of October 11, 2000 among COLUMBIA ENERGY GROUP, as Borrower, and THE LENDERS NAMED HEREIN, as Lenders, and SALOMON SMITH BARNEY INC., as Arranger and Book Manager, and CITIBANK, N.A., as Administrative and Syndication Agent, and THE CHASE MANHATTAN BANK AND FIRST UNION NATIONAL BANK, as Documentation Agents, and BANK ONE, N.A., THE BANK OF NOVA SCOTIA, PNC BANK, NATIONAL ASSOCIATION, COMMERZBANK AG, NEW YORK BRANCH as Managing Agents 2 and CREDIT AGRICOLE INDOSUEZ AND DEUTSCHE BANK AG NEW YORK BRANCH as Co-Agents 3 THIRD AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT Dated as of October 11, 2000 This THIRD AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT (this "Amendment and Restatement") among COLUMBIA ENERGY GROUP, a Delaware corporation (the "Borrower"), the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively, the "Lenders"), and SALOMON SMITH BARNEY INC., as arranger and book manager ("Arranger and Book Manager"), and CITIBANK, N.A. ("Citibank"), as administrative and syndication agent (the "Agent") for the Lenders, evidences the agreement of the parties as follows: PRELIMINARY STATEMENTS: The Borrower, the Lenders and the Agent have entered into a Second Amended and Restated 364-Day Credit Agreement dated as of March 8, 2000 (as amended, amended and restated, supplemented or otherwise modified through the date hereof, the "Credit Agreement"). Capitalized terms not otherwise defined in this Amendment and Restatement have the same meanings as specified in the Credit Agreement. The Borrower and the Lenders have agreed to amend the Credit Agreement as hereinafter set forth and to restate the Credit Agreement in its entirety to read as set forth in the Credit Agreement with the amendments specified below. Amendments to Credit Agreement. The Credit Agreement, effective as of the date hereof and, subject to the satisfaction of the conditions precedent set forth in Section 3.02, is hereby amended as follows: Section 1.01 is hereby amended by amending in full the proviso clause appearing at the end of the definition of "Tangible Net Worth" to read "provided, however, that notwithstanding the foregoing exclusions, (A) regulatory assets recorded on the Consolidated balance sheet of the Borrower and its Subsidiaries, and (B) any acquisition goodwill which may appear on the Consolidated balance sheet of the Borrower and its Subsidiaries resulting from the NiSource Merger shall not be excluded for purposes of determining Tangible Net Worth." Section 1.01 is hereby amended by (i) deleting the definitions of "Five-Year Credit Agreement," "Five-Year Loan Documents" and "Five-Year Notes," (ii) amending in full certain existing definitions appearing therein as set forth below, and (iii) adding new definitions thereto to read as follows: "Advance" means a Revolving Credit Advance and a Swing Line Advance. "Appropriate Lender" means, at any time, with respect to (a) the Revolving Credit Facility, a Lender that has a Revolving Credit Commitment with respect to such Facility at such time, and (b) the Swing Line Facility, a Swing Line Bank that has a Swing Line Commitment. "Borrowing" means a Revolving Credit Borrowing or a Swing Line Borrowing. "Facility" means the Revolving Credit Facility or the Swing Line Facility. 4 "Information Memorandum" means the information memorandum dated September 2000 used by the Arranger and Book Manager in connection with the syndication of the Revolving Credit Commitments. "Initial Swing Line Bank" means either Citibank or PNC Bank. "Lenders" means the Initial Lenders, the Initial Swing Line Bank and each Person that shall become a Party hereto pursuant to Section 8.07(a), (b) and (c). "NiSource Merger" means a series of mergers, as a result of which the Borrower will become a wholly owned subsidiary of NiSource, Inc., an Indiana corporation ("NiSource"), as contemplated under the terms of the NiSource Merger Agreement. "NiSource Merger Agreement" means a Merger Agreement dated as of February 27, 2000 (as amended, amended and restated or otherwise modified to the date hereof) between the Borrower and NiSource. "Note" means a Revolving Credit Note or a Swing Line Note. "Notice of Swing Line Borrowing" has the meaning specified in Section 2.02(f). "Pro Rata Share" of any amount means, with respect to any Lender or any Swing Line Bank, as the case may be, at any time, the product of such amount times, in the case of a Lender, a fraction the numerator of which is the amount of such Lender's Revolving Credit Commitment at such time and the denominator of which is the aggregate amount of the Revolving Credit Commitments of all Lenders at such time, in the case of a Swing Line Bank, a fraction the numerator of which is the amount of such Swing Line Bank's Swing Line Commitment and the denominator of which is the aggregate amount of the Swing Line Commitments of all Swing Line Banks at such time. "Swing Line Advance" means an advance made by a Swing Line Bank pursuant to Section 2.01(b). "Swing Line Banks" means Citibank, PNC Bank and such other Lenders mutually acceptable to the Borrower and the Agent. "Swing Line Borrowing" means a Borrowing consisting of a Swing Line Advance made by a Swing Line Bank. "Swing Line Commitment" has the meaning specified in Section 2.01(b). "Swing Line Cost of Funds Advance" means a Swing Line Advance which shall bear interest, during such periods as such Swing Line Advance is a Swing Line Cost of Funds Advance, at a rate per annum equal, at all times during each Interest Period for such Swing Line Advance, to the sum of (i) the weighted average cost per annum of funds as reasonably determined by each Swing Line Bank making such Advance plus (ii) the greater of (a) 1.00% per annum or (b) two times the sum of (x) the Applicable Margin then in effect for Eurodollar Rate Advances plus (y) the applicable Margin then in effect for the Facility Fee. "Swing Line Facility" has the meaning specified in Section 2.01(b). 5 "Swing Line Note" means a promissory note of the Borrower payable to the order of a Swing Line Bank, in substantially the form of Exhibit AA hereto, evidencing the Swing Line Advances made by such Swing Line Bank. "Termination Date" means the earlier of (a) October 10, 2001 or, if extended pursuant to Section 2.16(a), the date that is 364 days after the Termination Date then in effect, and (b) the date of termination in whole of the Revolving Credit Commitments pursuant to Section 2.03 or 6.01. "Two-Year Credit Agreement" means the Amended and Restated Credit Agreement dated as of October 11, 2000 among the Borrower, the Agent and the lenders named therein. "Two-Year Loan Documents" means the Two-Year Credit Agreement and the Two-Year Notes. "Two-Year Notes" means each of the promissory notes of the Borrower executed pursuant to the Two-Year Credit Agreement. "Unused Revolving Credit Commitment" means, at any time, (a) the aggregate Revolving Credit Commitment at such time, minus (b) the sum, without duplication, of (i) the aggregate principal amount of all Revolving Credit Advances made by all Lenders and outstanding at such time, and (ii) the aggregate principal amount of all Swing Ling Advances outstanding at such time. The chart contained in the definition of "Applicable Margin" in Section 1.01 is amended in full to read as set forth on Exhibit A hereto. Section 2.01 is amended by (i) inserting a new section heading "The Advances" in the first line thereof, (ii) inserting "(a)" before the former heading "The Revolving Credit Advances" in the first line thereof, and (iii) adding a new subsection (b) thereto to read as follows: "(b) The Swing Line Advances. Each Swing Line Bank severally agrees, on the terms and conditions hereinafter set forth, to make Swing Line Advances to the Borrower from time to time on any Business Day from the Effective Date until the Termination Date in an aggregate amount which shall not exceed at any time outstanding the amount set opposite such Swing Line Bank's name on the signature pages hereof under the caption "Swing Line Commitments" (such amount being such Swing Line Bank's "Swing Line Commitment"); provided, however, that the aggregate amount of all Swing Line Advances outstanding at any time shall not exceed $127,500,000 (the "Swing Line Facility") and, provided further that no Swing Line Borrowing shall be made if, following the making of such Swing Line Borrowing, either (i) the Unused Revolving Credit Commitments of the Lenders shall be less than the aggregate unpaid principal amount of the Swing Line Advances or (ii) the aggregate amount of the Advances then outstanding would exceed the aggregate amount of the Revolving Credit Commitments of the Lenders. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $100,000 or an integral multiple of $10,000 in excess thereof and shall be made, at the determination of the Borrower, either (i) as a Base Rate Advance, (ii) as a Swing Line Cost of Funds Advance or (iii) as an Advance bearing interest as the Borrower and the Applicable Swing Line Bank shall otherwise agree. The 6 terms and conditions of the Swing Line Commitment of any Swing Line Bank and the Swing Line Advances made by any such Swing Line Bank (other than terms and conditions relating to the amount of the Swing Line Commitment, interest rate, tenor or term of any such Swing Line Advance) may be modified from the terms and conditions provided herein upon mutual agreement of the Borrower and such Swing Line Bank. Within the limits of the Swing Line Facility and within the limits referred to in this Section 2.01(b), the Borrower may borrow under this Section 2.01(b), repay pursuant to Section 2.04(b) or prepay pursuant to Section 2.09 and reborrow under this Section 2.01(b)." Section 2.02 is amended by adding a new subsection (f) at the end thereof to read as follows: "(f) Each Swing Line Borrowing shall be made on notice, given not later than 2:00 P.M. (New York City time), or such later time as agreed to by the Borrower and the applicable Swing Line Bank, on the date of the proposed Swing Line Borrowing, by the Borrower to the applicable Swing Line Bank and the Agent. Each such notice of a Swing Line Borrowing (a "Notice of Swing Line Borrowing") shall be by telephone, confirmed immediately in writing, or tested telex or telecopier, specifying therein the requested (i) date of such Swing Line Borrowing, (ii) amount of such Swing Line Borrowing and (iii) maturity of such Swing Line Borrowing (which maturity shall be no later than the tenth day after the requested date of such Borrowing). The applicable Swing Line Bank will make the amount of each Swing Line Advance available to the Agent at the Agent's Account, in same day funds or make such amount available to the Borrower as agreed between such applicable Swing Line Bank and the Borrower. Upon written demand to the Agent (who shall promptly notify each other Lender) by any Swing Line Bank with an outstanding Swing Line Advance, each other Lender shall purchase from such Swing Line Bank, and such Swing Line Bank shall sell and assign to each such other Lender, such other Lender's Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Agent for the account of such Swing Line Bank, by deposit to the Agent's Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such Lender. The Borrower hereby agrees to each such sale and assignment. Each Lender unconditionally agrees to purchase its Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank that made such Advance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by a Swing Line Bank to any other Lender of a portion of a Swing Line Advance, such Swing Line Bank represents and warrants to such other Lender that such Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents, the Borrower or any of its Subsidiaries. If and to the extent that any Lender shall not have so made the amount of such Swing Line Advance available to the Agent, such Lender agrees to pay to the Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Swing Line Bank until the date such amount is paid to the Agent, at the Federal Funds Rate. If such Lender shall pay to the Agent such amount for the account of such Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing 7 Line Advance made by such Swing Line Bank shall be reduced by such amount on such Business Day. The obligation of each other Lender to purchase a pro-rata share of any Swing Line Bank's Swing Line Advances is absolute and unconditional notwithstanding the occurrence of any circumstances, including, without limitation, any Event of Default, set-off or deduction by the Borrower or its Subsidiaries." Section 2.04 is amended by (i) inserting a new section heading "Repayment of Advances" in the first line thereof, (ii) inserting "(a)" before the former heading "Repayment of Revolving Credit Advances" in the first line thereof, and (iii) adding a new subsection (b) thereto to read as follows: "(b) Repayment of Swing Line Advances. The Borrower shall repay to each Lender that has made a Swing Line Advance the outstanding principal amount of each Swing Line Advance made by each of them (together with interest thereon) on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than the tenth day after the requested date of such Borrowing) and the Termination Date." Section 2.07(e) is amended by deleting the figure "33 1/3%" in the second line thereof and substituting "25%" therefor. Section 2.09 is amended in full to read as follows: "Section 2.09. Prepayments of Advances. Optional. The Borrower may, upon (i) at least three Business Days' notice, in the case of a Eurodollar Rate Advance or CD Rate Advance, (ii) at least one Business Day's notice, in the case of a Base Rate Advance, and (iii) same day notice, in the case of a Swing Line Advance, in each case to the Agent, stating the proposed date and aggregate principal amount of the prepayment, and, if such notice is given, the Borrower shall, prepay the outstanding principal amount of such Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the principal amount prepaid; provided, however, that (x) each partial prepayment shall be in an aggregate principal amount of $10,000,000 or an integral multiple of $1,000,000 in excess thereof (or, in the case of Swing Line Advances, the full amount of any such Swing Line Advance); provided, however, that, following each partial prepayment of any Eurodollar Rate Advance, the remaining outstanding amount of such Advance shall be at least $10,000,000 and (y) in the event of any such prepayment of a Eurodollar Rate Advance or CD Rate Advance other than on the last day of the Interest Period therefor, the Borrower shall be obligated to reimburse the Lenders in respect thereof pursuant to Section 8.04(c). (b) Mandatory. The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part of the same Borrowings and the Swing Line Advances equal to the amount by which (A) the sum of the aggregate principal amount of (x) the Revolving Credit Advances and (y) the Swing Line Advances then outstanding exceeds (B) the Revolving Credit Facility on such Business Day. (i) Prepayments made pursuant to this subsection (b) shall be, first, applied to prepay Swing Line Advances then outstanding until such Advances are paid in full and, second, applied to prepay Revolving Credit Advances then outstanding comprising part of the same Borrowings until such Advances are paid in full. 8 (ii) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid. If any payment required to be made under this Section 2.09(b) on account of Eurodollar Rate Advances or CD Rate Advances would be made other than on the last day of the applicable Interest Period therefor, the Borrower may, in lieu of prepaying such Advance, deposit the amount of such payment in the Cash Collateral Account until the last day of the applicable Interest Period at which time such payment shall be made." Section 2.16(b) is hereby deleted in its entirety. Section 3.01(a) is amended by deleting the reference to "December 31, 1998" and substituting "December 31, 1999" therefor. Section 3.01(h) is amended in full to read as follows: "(h) The Agent shall have received, on or before the Effective Date, the following, each dated such day, in form and substance satisfactory to the Agent and (except for the Revolving Credit Notes and the Swing Line Notes) in sufficient copies for each Lender: The Revolving Credit Notes to the order of the Lenders and the Swing Line Notes to the order of the Swing Line Banks, respectively." Section 4.01(e) is amended by (i) deleting the reference to "December 31, 1998" in each place in which it appears and substituting "December 31, 1999" therefor, (ii) deleting the reference to "September 30, 1999" in each place in which it appears and substituting "June 30, 2000" therefor, and (iii) deleting the word "nine" in the sixth and eighth lines thereof and substituting "six" therefor. Section 5.02(b) is amended by adding the following proviso clause after the phrase "the Revolving Credit Commitments)" in the fifth line thereof to read "provided that the foregoing provisions of this Section 5.02(b) shall not be applicable to the NiSource Merger, and further." Section 6.01(h) is amended by adding the following proviso clause after the word "Borrower" in the last line thereof to read "; provided, however, that the foregoing provisions of this Section 6.01(h) shall not be applicable to the NiSource Merger." The Commitments are amended in full to read as set forth on Schedule I hereto. Conditions of Effectiveness. This Amendment and Restatement shall become effective as of the date first above written when, and only when, the Agent shall have received counterparts of this Amendment and Restatement executed by the Borrower and all of the Lenders that have a Commitment greater than $0 on Schedule I or, as to any of the Lenders, advice satisfactory to the Agent that such Lender has executed this Amendment and Restatement, and when the Agent shall have additionally received all of the following documents, each such document (unless otherwise specified) dated the date of receipt thereof by the Agent (unless otherwise specified) and (except for the Revolving Credit Notes and the Swing Line Notes) in sufficient copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified): The new Revolving Credit Notes and the Swing Line Notes issued in connection with this Amendment and Restatement to the order of each of the Lenders that has a Commitment in a different amount from that with respect to the Credit Agreement. 9 Certified copies of (i) the resolutions of the Board of Directors of the Borrower approving (or authorizing the transactions encompassed by) this Amendment and Restatement and (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to this Amendment and Restatement. A certificate of the Secretary or an Assistant Secretary of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and Restatement and the other documents to be delivered hereunder. A favorable opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the Borrower, in substantially the form of Exhibit B hereto. A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and substance satisfactory to the Agent. A certificate signed by a duly authorized officer of the Borrower stating that: The representations and warranties contained in Section 4.01 of the Credit Agreement and in Section 3 hereof are correct on and as of the date of such certificate as though made on and as of such date; and No event has occurred and is continuing that constitutes a Default. Representations and Warranties of the Borrower. The Borrower represents and warrants as follows: The execution, delivery and performance by the Borrower of this Amendment and Restatement are within the Borrower's corporate powers, have been duly authorized by all necessary corporate action and do not contravene (i) the Borrower's charter or by-laws or (ii) any law or any contractual restriction binding on or affecting the Borrower, except where such contravention would not be reasonably likely to have a Material Adverse Effect. No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery or performance by the Borrower of this Amendment and Restatement, except where the Borrower's failure to receive, take or make such authorization, approval, action, notice or filing would not have a Material Adverse Effect. This Amendment and Restatement has been duly executed and delivered by the Borrower. This Amendment and Restatement is a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and general principles of equity. Reference to and Effect on the Credit Agreement. On and after the effectiveness of this Amendment and Restatement, each reference in the Credit Agreement to "this Agreement", "hereunder", "hereof" or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended and restated by this Amendment and Restatement; provided, however, that the word "hereafter" appearing in the definition of "Material Subsidiaries" in Section 1.01 shall refer to the period after March 11, 1998. Each Lender on Schedule I with a Commitment of "$0" shall cease to be a party to the Credit Agreement. The Credit Agreement, as specifically amended and restated by this Amendment and Restatement, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. 10 The execution, delivery and effectiveness of this Amendment and Restatement shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement. Costs, Expenses, Etc. The Borrower agrees to pay on demand all costs and expenses of the Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and Restatement and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Agent) in accordance with the terms of Section 8.04 of the Credit Agreement. The Agent agrees to request as promptly as practicable from (a) Lenders whose Revolving Credit Notes or the Swing Line Notes, as the case may be, are being replaced pursuant to this Amendment and Restatement as of the date hereof, and (b) Lenders who shall have ceased to be parties to the Credit Agreement as of the date hereof, the return of their old Revolving Credit Notes or the Swing Line Notes, as the case may be. The Agent agrees to release any new Revolving Credit Note or the Swing Line Notes, as the case may be, payable to a Lender only upon the return of the old Revolving Credit Note or the Swing Line Notes, as the case may be, payable to such Lender. Execution in Counterparts. This Amendment and Restatement may be executed in any number of counterparts and by different parties hereto in 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 and Restatement by telecopier shall be effective as delivery of an original executed counterpart of this Amendment and Restatement. Governing Law. This Amendment and Restatement shall be governed by, and construed in accordance with, the laws of the State of New York. IN WITNESS WHEREOF, the parties hereto have caused this Amendment and Restatement 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/ Steven R. Veterin --------------------- Name: Steven R. Veterin Title: Managing Director CITIBANK, N.A., as Administrative and Syndication Agent By /s/ Steven M. Baillie --------------------- Name: Steven M. Baillie Title: Attorney in Fact 11 Lenders CITIBANK, N.A. By /s/ Steven M. Baillie --------------------- Name: Steven M. Baillie Title: Attorney in Fact Amount of Revolving Credit Commitment $75,000,000.00 Amount of Swing-line Commitment $127,500,000.00 THE CHASE MANHATTAN BANK By /s/ Steven Wood --------------- Name: Steven Wood Title: Vice President Amount of Revolving Credit Commitment $75,000,000.00 FIRST UNION NATIONAL BANK By /s/ Michael J. Kolosowsky ------------------------- Name: Michael J. Kolosowsky Title: Vice President Amount of Revolving Credit Commitment $75,000,000.00 THE BANK OF NOVA SCOTIA By /s/ P. C. B. Ashby ------------------ Name: P. C. B. Ashby Title: Senior Manager Loan Operations Amount of Revolving Credit Commitment $62,500,000.00 12 BANK ONE, NA By /s/ George R. Schanz -------------------- Name: George R. Schanz Title: First Vice President Amount of Revolving Credit Commitment $62,500,000.00 COMMERZBANK AG, NEW YORK BRANCH By /s/ Timothy Chin ---------------- Name: Timothy Chin Title: Vice President By /s/ Andrew Kjoller ------------------ Name: Andrew Kjoller Title: Assistant Vice President Amount of Revolving Credit Commitment $62,500,000.00 PNC BANK, NATIONAL ASSOCIATION By /s/ Brian M. Begg ----------------- Name: Brian M. Begg Title: Director Amount of Revolving Credit Commitment $62,500,000.00 Amount of Swing-line Commitment $127,500,000.00 CREDIT AGRICOLE INDOSUEZ By /s/ Brian D. Knezeak -------------------- Name: Brian D. Knezeak Title: First Vice President By /s/ Michael Willis ------------------ Name: Michael Willis Title: Vice President Credit Analysis Amount of Revolving Credit Commitment $50,000,000.00 13 DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCHES By /s/ Belinda J. Wheeler ---------------------- Name: Belinda J. Wheeler Title: Vice President By /s/ Catherine Ruhland --------------------- Name: Catherine Ruhland Title: Vice President Amount of Revolving Credit Commitment $50,000,000.00 ALL FIRST BANK By /s/ Stefan Hoenicke ------------------- Name: Stefan Hoenicke Title: Vice President Amount of Revolving Credit Commitment $37,500,000.00 ARAB BANK, PLC By /s/ Samer Tamimi ---------------- Name: Samer Tamimi Title: Vice President Amount of Revolving Credit Commitment $37,500,000.00 BANCA MONTE DEI PASCHI DI SIENA S.p.A. By /s/ Giulio Natalicchi ------------------------ Name: Giulio Natalicchi Title: Senior Vice President and General Manager By /s/ Brian Landy --------------- Name: Brian Landy Title: Vice President Amount of Revolving Credit Commitment $37,500,000.00 14 BANK OF MONTREAL By /s/ Ian M. Plester ------------------ Name: Ian M. Plester Title: Director Amount of Revolving Credit Commitment $37,500,000.00 NATIONAL CITY BANK By /s/ William J. Whitley ------------------------ Name: William J. Whitley Title: Senior Vice President Amount of Revolving Credit Commitment $37,500,000.00 SUNTRUST BANK By /s/ Nancy R. Petrash -------------------- Name: Nancy R. Petrash Title: Director Corporate and Investment Banking Amount of Revolving Credit Commitment $37,500,000.00 BANK OF TOKYO-MITSUBISHI TRUST COMPANY By /s/ Nicholas R. Battista ------------------------ Name: Nicholas R. Battista Title: Vice President Amount of Revolving Credit Commitment $28,000,000.00 UNION BANK OF CALIFORNIA By /s/ David M. Musicant --------------------- Name: David M. Musicant Title: Vice President Amount of Revolving Credit Commitment $22,000,000.00 15
SCHEDULE I ------------------------------------------------------------------------------------------------------------------------------------ AMOUNT OF AMOUNT OF SWING NAME OF INITIAL LENDER DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE COMMITMENT LINE COMMITMENT ------------------------------------------------------------------------------------------------------------------------------------ Citibank, N.A. 2 Allen Center, 20th Floor 2 Allen Center, 20th Floor $75,000,000 $127,500,000 1200 Smith Street 1200 Smith Street Houston, TX 77002 Houston, TX 77002 Steve Baillie Steve Baillie Tel: 713-654-2887 Tel: 713-654-2887 Fax: 713-654-2849 Fax: 713-654-2849 ------------------------------------------------------------------------------------------------------------------------------------ The Chase Manhattan Bank 270 Park Avenue-21st Floor 270 Park Avenue-21st Floor $75,000,000 $0 New York, NY 10017-2070 New York, NY 10017-2070 Steve Wood Steve Wood Tel: 212-270-7056 Tel: 212-270-7056 Fax: 212-270-3897 Fax: 212-270-3897 ------------------------------------------------------------------------------------------------------------------------------------ First Union National Bank One First Union Center One First Union Center $75,000,000 $0 301 South College Street 301 South College Street Charlotte, NC 28288-0735 Charlotte, NC 28288- 0735 Chanue Michael Chanue Michael Tel: 704-715-1195 Tel: 704-715-1195 Fax: 704-383-7999 Fax: 704-383-7999 ------------------------------------------------------------------------------------------------------------------------------------ The Bank of Nova Scotia 600 Peachtree Street NE 600 Peachtree Street NE $62,500,000 $0 Suite 2700 Suite 2700 Atlanta, GA 30308 Atlanta, GA 30308 Anthony Millington Anthony Millington Tel: 404-877-1579 Tel: 404-877-1579 Fax: 404-888-8998 Fax: 404-888-8998 ------------------------------------------------------------------------------------------------------------------------------------ Bank One, NA 1 Bank One Plaza 1 Bank One Plaza $62,500,000 $0 Mail Stop IL1 Suite 0363 Mail Stop IL1 Suite 0363 Kenneth Bauer Kenneth Bauer Tel: 312-732-6282 Tel: 312-732-6282 Fax: 312-732-3055 Fax: 312-732-3055 ------------------------------------------------------------------------------------------------------------------------------------
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------------------------------------------------------------------------------------------------------------------------------------ Commerzbank AG, 2 World Financial Center 2 World Financial Center $62,500,000 $0 New York Branch New York, NY 10281-1050 New York, NY 10281-1050 Barbara Stacks Barbara Stacks Tel: 212-266-7313 Tel: 212-266-7313 Fax: 212-266-7235 Fax: 212-266-7235 ------------------------------------------------------------------------------------------------------------------------------------ PNC Bank, National Association 1 PNC Plaza, 3rd Floor 1 PNC Plaza, 3rd Floor $62,500,000 $127,500,000 249 Fifth Avenue 249 Fifth Avenue Pittsburgh, PA 15222-2707 Pittsburgh, PA 15222-2707 Brian Begg Brian Begg Tel: 412-762-3440 Tel: 412-762-3440 Fax: 412-705-3231 Fax: 412-705-3231 ------------------------------------------------------------------------------------------------------------------------------------ Credit Agricole Indosuez 600 Travis Street, Suite 2340 600 Travis Street, Suite 2340 $50,000,000 $0 Houston, TX 77002 Houston, TX 77002 Brian Knezeak Brian Knezeak Tel: 713-223-7001 Tel: 713-223-7001 Fax: 713-223-7029 Fax: 713-223-7029 ------------------------------------------------------------------------------------------------------------------------------------ Deutsche Bank AG New York 31 West 52nd Street 31 West 52nd Street $50,000,000 $0 and/or Cayman Islands Branches New York, NY 10019 New York, NY 10019 Joel Makowsky Joel Makowsky Tel: 212-469-7896 Tel: 212-469-7896 Fax: 212-469-5711 Fax: 212-469-5711 ------------------------------------------------------------------------------------------------------------------------------------ Allfirst Bank 25 S Charles St. 25 S Charles St. $37,500,000 $0 Baltimore, MD 21201 Baltimore, MD 21201 Stefan Hoenicke Stefan Hoenicke Tel: 410-244-4208 Tel: 410-244-4208 Fax: 410-244-4239 Fax: 410-244-4239 ------------------------------------------------------------------------------------------------------------------------------------ Arab Bank, PLC 520 Madison Ave., 2nd Floor 520 Madison Ave., 2nd Floor $37,500,000 $0 New York, NY 10022 New York, NY 10022 John C.Korthuis John C.Korthuis Tel: 212-715-9741 Tel: 212-715-9741 Fax: 212-593-4632 Fax: 212-593-4632 ------------------------------------------------------------------------------------------------------------------------------------
17
------------------------------------------------------------------------------------------------------------------------------------ Banca Monte dei Paschi di 55 East 59th Street 55 East 59th Street $37,500,000 $0 Siena S.p.A. New York, NY 10022-1112 New York, NY 10022-1112 Serge Sondak Serge Sondak Tel: 212-891-3600 Tel: 212-891-3600 Fax: 212-891-6144 Fax: 212-891-6144 ------------------------------------------------------------------------------------------------------------------------------------ Bank of Montreal US Corporate Banking US Corporate Banking $37,500,000 $0 430 Park Avenue 430 Park Avenue New York, NY 10022 New York, NY 10022 Bernard J. Silgardo Bernard J. Silgardo Tel: 212-605-1647 Tel: 212-605-1647 Fax: 212-605-1451 Fax: 212-605-1451 ------------------------------------------------------------------------------------------------------------------------------------ National City Bank 155 East Broad Street 155 East Broad Street $37,500,000 $0 Columbus, OH 43251-0033 Columbus, OH 43251-0033 William Whitley William Whitley Tel: 614-463-8543 Tel: 614-463-8543 Fax: 614-463-6770 Fax: 614-463-6770 ------------------------------------------------------------------------------------------------------------------------------------ SunTrust Bank 1445 New York Ave, NW 5th Fl. 1445 New York Ave, NW 5th Fl. $37,500,000 $0 Washington, D.C. 20005-2106 Washington, D.C. 20005-2106 Nancy Petrash Nancy Petrash Tel: 202-879-6432 Tel: 202-879-6432 Fax: 202-879-6137 Fax: 202-879-6137 ------------------------------------------------------------------------------------------------------------------------------------ Bank of Tokyo-Mitsubishi Trust 1251 Avenue of the Americas 1251 Avenue of the Americas $28,000,000 $0 Company New York, NY 10020-1104 New York, NY 10020-1104 William Rhodes William Rhodes Tel: 212-782-4580 Tel: 212-782-4580 Fax: 212-782-4979 Fax: 212-782-4979 ------------------------------------------------------------------------------------------------------------------------------------ Union Bank of California 445 S. Figueroa St., 445 S. Figueroa St., $22,000,000 $0 Suite 1500 Suite 1500 Los Angeles, CA 90071 Los Angeles, CA 90071 David Musicant, VP David Musicant, VP Tel: 213-236-5023 Tel: 213-236-5023 Fax: 213-236-4096 Fax: 213-236-4096 ------------------------------------------------------------------------------------------------------------------------------------
18 ------------------------------------------------------------------------------------------------------------------------------------ Bank of America, N.A. MD2-600-06-13 MD2-600-06-13 $0 $0 6610 Rockledge Drive, 6th Floor 6610 Rockledge Drive, 6th Floor Bethesda, MD 20817-1876 Bethesda, MD 20817-1876 Lawrence Saunders Lawrence Saunders Tel: 301-571-0704 Tel: 301-571-0704 Fax: 301-571-0719 Fax: 301-571-0719 ------------------------------------------------------------------------------------------------------------------------------------
19 EXHIBIT A
------------------------------------------------------------------------------------------------------------------------------------ Applicable Margin Applicable Margin For Applicable Margin Applicable Applicable Margin Public Debt Rating for Eurodollar Rate for CD Rate Margin for for Utilization Fee S&P/Moody's Base Rate Advances Advances Advances Facility Fee (25%) ------------------------------------------------------------------------------------------------------------------------------------ Level 1 0 .125% .255% .075% .250% AA-/AA3 or higher ------------------------------------------------------------------------------------------------------------------------------------ Level 2 0 .415% .540% .085% .250% A+/A/A-/A1/A2/A3 ------------------------------------------------------------------------------------------------------------------------------------ Level 3 0 .525% .650% .100% .250% BBB+/Baa1 ------------------------------------------------------------------------------------------------------------------------------------ Level 4 0 .625% .750% .125% .250% BBB/Baa2 ------------------------------------------------------------------------------------------------------------------------------------ Level 5 0 1.025% .850% .225% .250% BBB-/Baa3 or lower ------------------------------------------------------------------------------------------------------------------------------------
EXHIBIT AA - FORM OF SWING LINE PROMISSORY NOTE U.S.$_______________ Dated: -----_________, ____ FOR VALUE RECEIVED, the undersigned, Columbia Energy Group, a Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of _________________________ (the "Lender") for the account of its Applicable Lending Office on the earlier of the maturity date for any Swing Line Advance or the Termination Date (each as defined in the Credit Agreement referred to below) the principal sum of U.S.$[amount of the Lender's Swing Line Commitment in figures] or, if less, the aggregate principal amount of the Swing Line Advances made by the Lender to the Borrower pursuant to the Third Amended and Restated 364-Day Credit Agreement dated as of October 11, 2000 among the Borrower, the Lender and certain other lenders parties thereto, and Citibank, N.A., as Agent for the Lender and such other lenders (as amended or modified from time to time, the "Credit Agreement"; the terms defined therein being used herein as therein defined) outstanding on the earlier of such maturity date or the Termination Date as the case may be. The Borrower promises to pay interest on the unpaid principal amount of each Swing Line Advance from the date of such Swing Line Advance until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement. Both principal and interest are payable in lawful money of the United States of America to Citibank, N.A., as Agent, at 2 Penn's Way, Suite 200, New Castle, DE 19720, Attn: Pia Saenganan, in same day funds. Each Swing Line Advance owing to the Lender by the Borrower pursuant to the Credit Agreement, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Promissory Note. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] This Promissory Note is one of the Swing Line Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (i) provides for the making of Swing Line Advances by the Lender to the Borrower from time to time in an aggregate amount not to exceed at any 20 time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Swing Line Advance being evidenced by this Promissory Note, and (ii) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events. The Borrower hereby waives presentment, demand, protest and notice of any kind except as is expressly set forth in the Credit Agreement. No failure to exercise, and no delay in exercising, any rights hereunder on the part of the holder hereof shall operate as a waiver of such rights. COLUMBIA ENERGY GROUP By: ________________________________ Title: ADVANCES AND PAYMENTS OF PRINCIPAL
----------------------------------------------------------------------------------------------------------------------------------- AMOUNT OF DATE AMOUNT OF MATURITY PRINCIPAL PAID UNPAID PRINCIPAL NOTATION ADVANCE DATE OR PREPAID BALANCE MADE BY ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------------------------------------------- -----------------------------------------------------------------------------------------------------------------------------------
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