-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, JxiRC1FU6LPp9AfutcPUIGjp/KRDk+aNBBw6Hxp4DGcCAeHZHR3CEFd32+yIjHXv aAWFAQuBiO5HiQZFWi/A8Q== 0000060653-94-000020.txt : 19940817 0000060653-94-000020.hdr.sgml : 19940817 ACCESSION NUMBER: 0000060653-94-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940812 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL GAS CO CENTRAL INDEX KEY: 0000060653 STANDARD INDUSTRIAL CLASSIFICATION: 4924 IRS NUMBER: 041558100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-10007 FILM NUMBER: 94543273 BUSINESS ADDRESS: STREET 1: 40 MARKET ST CITY: LOWELL STATE: MA ZIP: 01852 BUSINESS PHONE: 5084583171 FORMER COMPANY: FORMER CONFORMED NAME: LOWELL GAS CO DATE OF NAME CHANGE: 19811124 10-Q 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 X For the quarterly period ended June 30, 1994 OR Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from to COMMISSION FILE NUMBER 0-10007 COLONIAL GAS COMPANY (Exact name of registrant as specified in its charter) Massachusetts (State or other jurisdiction of incorporation or organization) 04-1558100 (I.R.S. Employer Identification Number) 40 Market Street, Lowell, Massachusetts 01852 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (508) 458-3171 Former name, former address and former fiscal year, if changed since last report: Not applicable Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No X The number of shares of the registrant's common stock, $3.33 par value, outstanding as of August 1, 1994 was 8,135,618. COLONIAL GAS COMPANY INDEX PART I - FINANCIAL INFORMATION Item 1. Financial Statements Consolidated Condensed Statements of Income - Three Months Ended June 30, 1994 and 1993 Six Months Ended June 30, 1994 and 1993 Twelve Months Ended June 30, 1994 and 1993 Consolidated Condensed Balance Sheets - June 30, 1994, December 31, 1993 and June 30, 1993 Consolidated Condensed Statements of Cash Flows - Six Months Ended June 30, 1994 and 1993 Twelve Months Ended June 30, 1994 and 1993 Notes to Consolidated Condensed Financial Statements Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition PART II - OTHER INFORMATION Item 5. Other Information Item 6. Exhibits and Reports on Form 8-K PART I - FINANCIAL INFORMATION Item 1. Financial Statements COLONIAL GAS COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended June 30, 1994 1993 (In Thousands Except Per Share Amounts) Operating Revenues $19,073 $20,587 Cost of gas sold 10,328 11,689 Operating Margin 8,745 8,898 Operating Expenses: Operations 8,152 8,293 Maintenance 1,477 1,353 Depreciation and Amortization 2,283 1,634 Taxes, other than income 1,145 981 Total Operating Expenses 13,057 12,261 Income Taxes (2,463) (1,946) Utility Operating Loss (1,849) (1,417) Other Operating Income (Loss): Truck transportation revenues 3,430 982 Truck transportation expenses, including income taxes and interest (2,925) (1,017) Truck transportation net income 505 (35) Other, net of income taxes (45) (61) Total Other Operating Income (Loss) 460 (96) Non-Operating Income, Net 155 351 Loss Before Interest and Debt Expense (1,234) (1,162) Interest and Debt Expense 2,104 2,073 Net Loss $(3,338) $(3,235) Average Common Shares Outstanding 8,104 7,908 Loss per Average Common Share $ (0.41) $ (0.41) Dividends Paid per Common Share $ .315 $ .310 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIAIRIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) Six Months Ended June 30, 1994 1993 (In Thousands Except Per Share Amounts) Operating Revenues $105,156 $98,713 Cost of gas sold 56,537 54,700 Operating Margin 48,619 44,013 Operating Expenses: Operations 18,016 17,255 Maintenance 3,072 2,683 Depreciation and Amortization 4,567 3,267 Taxes, other than income 2,235 2,084 Total Operating Expenses 27,890 25,289 Income Taxes 6,821 5,876 Utility Operating Income 13,908 12,848 Other Operating Income (Loss): Truck transportation revenues 7,278 2,448 Truck transportation expenses, including income taxes and interest (6,115) (2,787) Truck transportation net income (loss) 1,163 (339) Other, net of income taxes (91) (90) Total Other Operating Income (Loss) 1,072 (429) Non-Operating Income, Net 177 386 Income Before Interest and Debt Expense 15,157 12,805 Interest and Debt Expense 4,096 4,006 Net Income $11,061 $ 8,799 Average Common Shares Outstanding 8,069 7,886 Income per Average Common Share $ 1.37 $ 1.12 Dividends Paid per Common Share $ 0.625 $ 0.615 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIAIRIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED) Twelve Months Ended June 30, 1994 1993 (In Thousands Except Per Share Amounts) Operating Revenues $172,704 $161,432 Cost of gas sold 92,752 88,651 Operating Margin 79,952 72,781 Operating Expenses: Operations 33,546 33,095 Maintenance 6,020 5,420 Depreciation and Amortization 8,093 6,214 Taxes, other than income 4,007 3,790 Total Operating Expenses 51,666 48,519 Income Taxes 8,336 6,582 Utility Operating Income 19,950 17,680 Other Operating Income (Loss): Truck transportation revenues 12,388 8,391 Truck transportation expenses, including income taxes and interest (10,491) (8,367) Truck transportation net income 1,897 24 Other, net of income taxes (188) (162) Total Other Operating Income (Loss) 1,709 (138) Non-Operating Income, Net 856 1,077 Income Before Interest and Debt Expense 22,515 18,619 Interest and Debt Expense 8,231 8,174 Net Income $14,284 $10,445 Average Common Shares Outstanding 8,022 7,835 Income per Average Common Share $ 1.78 $ 1.33 Dividends Paid per Common Share $ 1.245 $ 1.218 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS ASSETS June 30, December 31, June 30, 1994 1993 1993 (Unaudited) (Unaudited) (In Thousands) Utility Property: At original cost $269,511 $260,570 $246,070 Accumulated depreciation (62,590) (57,857) (56,037) Net utility property 206,921 202,713 190,033 Non-Utility Property - Net 3,007 3,235 3,207 Net property 209,928 205,948 193,240 Capital Leases - Net 3,276 3,914 3,976 Current Assets: Cash and cash equivalents 8,487 5,482 4,801 Accounts receivable 12,346 16,156 13,323 Allowance for doubtful accounts (3,159) (1,682) (2,727) Accrued utility revenues 619 7,170 492 Unbilled gas costs 4,159 16,759 7,587 Fuel and other inventories 13,877 17,529 13,571 Prepayments and other current assets 6,458 6,254 6,002 Total current assets 42,787 67,668 43,049 Deferred Charges and Other Assets: Unrecovered deferred income taxes 12,301 12,689 12,369 Unrecovered environmental expenses - incurred 4,028 4,062 3,003 Unrecovered environmental expenses - accrued 5,300 5,300 13,800 Unrecovered transition costs - accrued 2,000 2,000 - Other 11,921 10,537 9,640 Total deferred charges and other assets 35,550 34,588 38,812 Total Assets $291,541 $312,118 $279,077 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS LIABILITIES AND CAPITALIZATION June 30, December 31, June 30, 1994 1993 1993 (Unaudited) (Unaudited) (In Thousands) Capitalization: Common equity: Common Stock - par value $3.33 per share Authorized - 15,000 shares Issued and outstanding - 8,118, 8,030 and 7,938 shares $27,032 $26,739 $26,432 Premium on common stock 47,369 45,799 43,948 Retained earnings 27,763 21,745 23,466 Total Common equity 102,164 94,283 93,846 Long-term debt 82,364 87,432 87,432 Total capitalization 184,528 181,715 181,278 Capital Lease Obligations 2,538 3,149 3,165 Current Liabilities: Current maturities of long-term debt 3,318 3,318 3,318 Current capital lease obligations 738 765 811 Notes payable 18,000 32,600 6,700 Gas inventory purchase obligations 7,723 15,233 6,990 Accounts payable 8,453 12,161 7,030 Accrued pipeline charges - 305 483 Other 11,520 9,031 12,355 Total current liabilities 49,752 73,413 37,687 Deferred Credits and Reserves: Deferred income taxes-funded 24,726 23,395 20,343 Deferred income taxes-unfunded 12,301 12,689 12,369 Accrued environmental expenses 5,300 5,300 13,800 Accrued transition costs 2,000 2,000 - Other 10,396 10,457 10,435 Total deferred credits and reserves 54,723 53,841 56,947 Total Capitalization and Liabilities $291,541 $312,118 $279,077 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIAIRIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 1994 1993 (In Thousands) Cash Flows From Operating Activities: Net income $11,061 $ 8,799 Adjustments to reconcile net income to net cash 8,160 29,637 Changes in current assets and liabilities 24,290 (640) Net cash provided by operating activities 43,511 37,796 Cash Flows From Investing Activities: Capital expenditures (9,091) (9,057) Change in deferred accounts (1,057) 1,404 Net cash used in investing activities (10,148) (7,653) Cash Flows From Financing Activities: Dividends paid on Common Stock (5,043) (4,849) Issuance of Common Stock 1,863 2,125 Issuance of long-term debt - - Retirement of long-term debt (5,068) (1,500) Change in notes payable (14,600) (17,800) Change in gas inventory purchase obligations (7,510) (7,751) Net cash used in financing activities (30,358) (29,775) Net increase in cash and cash equivalents 3,005 368 Cash and cash equivalents at beginning of period 5,482 4,433 Cash and cash equivalents at end of period $ 8,487 $ 4,801 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest - net of amount capitalized $ 4,580 $ 4,497 Income and franchise taxes $ 4,287 $ 2,472 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIAIRIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) Twelve Months Ended June 30, 1994 1993 (In Thousands) Cash Flows From Operating Activities: Net income $14,284 $10,445 Adjustments to reconcile net income to net cash 11,899 11,107 Changes in current assets and liabilities 1,890 3,042 Net cash provided by operating activities 28,073 24,594 Cash Flows From Investing Activities: Capital expenditures (25,566) (25,798) Change in deferred accounts 179 3,590 Net cash used in investing activities (25,387) (22,208) Cash Flows From Financing Activities: Dividends paid on Common Stock (9,987) (9,599) Issuance of Common Stock 4,021 4,341 Issuance of long-term debt - - Retirement of long-term debt (5,068) (4,500) Change in notes payable 11,300 6,700 Change in gas inventory purchase obligations 734 (638) Net cash provided by (used in) financing activities 1,000 (3,696) Net increase in cash and cash equivalents 3,686 (1,310) Cash and cash equivalents at beginning of period 4,801 6,111 Cash and cash equivalents at end of period $ 8,487 $ 4,801 Supplemental Disclosures of Cash Flow Information: Cash paid during the period for: Interest - net of amount capitalized $ 9,064 $ 8,918 Income and franchise taxes $ 6,753 $ 3,655 (See accompanying notes to consolidated condensed financial statements) COLONIAL GAS COMPANY AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. In the opinion of the Company, the accompanying unaudited consolidated condensed financial statements contain all adjustments (consisting of only normal recurring accruals) necessary to present fairly the financial position as of June 30, 1994 and 1993 and results of operations for the three, six and twelve month periods ended June 30, 1994 and 1993 and cash flows for the six and twelve month periods ended June 30, 1994 and 1993. 2. Due to the significant impact of gas used for space heating during the heating season (November-April) and the Company's seasonal rate structure, the results of operations for the three month and six month periods ending June 30, 1994 and 1993 are not necessarily indicative of the results to be expected for the full year. 3. During the six months ended June 30, 1994, the Company issued 87,752 shares of Common Stock, $3.33 par value, under a Dividend Reinvestment and Common Stock Purchase Plan and under Employee Savings Plans. As a result, Common Stock, $3.33 par value, increased $293,000 and Premium on Common Stock increased $1,570,000. 4. By Order dated June 24, 1994, the DPU opened an investigation "for the purpose of setting standards for the recovery by Massachusetts gas utilities of FERC Order 636 - related transition costs billed by interstate gas pipeline companies." Order 636 of the Federal Energy Regulatory Commission (FERC) required interstate pipelines to unbundle their supply and transportation services. In the unbundling process, the interstate pipelines have incurred substantial costs -- the "transition costs" referenced in the DPU's June 24, 1994 Order. FERC has allowed the pipelines to recover prudently incurred transition costs from customers such as the Company. The Company has, in turn, sought and to-date received DPU approval to recover these costs from its customers through its cost of gas adjustment clause (CGAC). Although the DPU in its June 24, 1994 Order indicated it would examine, among other issues, "whether utility shareholders should bear any portion of the transition costs," the Company believes that there is strong legal precedent to support the position that the transition costs should continue to be borne entirely by customers. Accordingly, the Company continues to record on its balance sheet a long term liability of $2,000,000 ("Accrued Transition Costs") and a matching regulatory asset of $2,000,000 ("Unrecovered Transition Costs Accrued"). 5. Contingencies Reference is made to Note J/Contingencies of the Notes to Consolidated Financial Statements contained within the Company's 1993 Annual Report to Stockholders. Item 2. Management's Discussion and Analysis of Results of Operations and Financial Condition Results of Operations Three Months Ended June 30, 1994 and June 30, 1993 The Company's net loss for the three months ended June 30, 1994 was $3,338,000, which is 3.2% or $103,000 more than the $3,235,000 loss reported for the same period last year. The principal reasons for this change are described below. The Company typically incurs losses for the second and third quarters while reporting profits for the first and fourth quarters. This is due to significantly higher natural gas sales throughout the colder months to meet customers' heating needs. Approximately 90% of the Company's customers are residential accounts. The Company's operating margin declined 1.7% or $153,000 during the second quarter due to lower firm gas sales resulting from weather which was 4.6% warmer than the comparable period last year and 2.8% warmer than normal. Total operating expenses increased by 6.5% or $796,000 primarily due to a $649,000 increase in depreciation and amortization expense based on the higher depreciation rates approved with the Company's 1993 rate increase. Income taxes credit increased $517,000 or 27% due to an increase in operating loss. Other operating income rose $556,000 due to a $540,000 increase in the net income of Transgas Inc., the Company's energy trucking subsidiary. The extremely cold winter of 1993-94 continued to heighten demand for Transgas' liquefied natural gas (LNG) services during the second quarter of 1994. Following the busiest period in Transgas' history during the first three months of the year, the subsidiary maintained its strong momentum throughout the second quarter as local distribution companies refilled their LNG inventories to pre-winter conditions. Transgas delivered 4,860 loads of LNG during the second quarter of 1994 compared to 1,780 loads during the same period last year. The subsidiary's activity level is expected to remain high over the next quarter. Six Months Ended June 30, 1994 and 1993 Net income for the six months ended June 30, 1994 was $11,061,000, compared to $8,799,000 for the comparable 1993 period. This $2,262,000 or 26% increase is due to factors described below. The 11% or $4,606,000 improvement in the Company's operating margin during the period was due to higher firm gas sales (resulting from annualized customer growth of 2.8% and weather which was 2.4% colder than the comparable period last year and 11% colder than normal) and a 4.9% rate increase effective November 1, 1993. Total operating expenses increased by 10% or $2,601,000, of which depreciation and amortization expense increased $1,300,000, due to higher depreciation rates approved with the Company's 1993 rate increase. Operations expense increased by $761,000; including an increase of $277,000 in wages and $277,000 in direct labor fringe benefit costs. Income taxes increased $945,000 or 16% due to a higher level of income subject to tax. Other operating income increased $1,501,000 due to improved results for Transgas. This increase in earnings is attributable to the extreme cold weather, which saw Transgas LNG and propane loads increase 236% over last year. Also, portable pipeline revenue increased $898,000 or 295% over last year. Twelve Months Ended June 30, 1994 and 1993 Net income for the twelve-month period ending June 30, 1994 was $14,284,000 compared to $10,445,000 for the same period in 1993. This 37% or $3,839,000 increase is due to factors described below. The 9.9% or $7,171,000 improvement in the Company's operating margin during the period was due to higher firm gas sales resulting from continued customer growth (which in the current year was 2.8%) and an increase in rates effective November 1, 1993. Weather was 1.1% colder than the comparable twelve-month period and 9.1% colder than normal. Total operating expenses increased by 6.5% or $3,147,000, of which depreciation and amortization expense increased $1,879,000, due to higher depreciation rates approved with the Company's 1993 rate increase. Income taxes increased $1,754,000 or 27% due to a higher level of income subject to tax. Other operating income increased $1,847,000 due to the significant increase in LNG delivery and vaporization services provided by Transgas resulting from the heightened demand for LNG as a result of the extremely cold 1993-94 winter. Liquidity and Capital Resources In July 1994, the Company established a bank line of credit of $75,000,000 with a consortium of four banks to replace its expiring $60,000,000 bank line of credit. The $75,000,000 bank line of credit expires on June 15, 1997. The bank line of credit allows the Company to borrow from time to time up to $75,000,000, less whatever amount has been borrowed through the Company's gas inventory trust (described below). The line of credit allows the Company the option to borrow under four alternative rates: prime rate, certificate of deposit rate, eurodollar rate (LIBOR), and a competitive bid option. The Company has an agreement with a single-purpose Massachusetts trust, the Company's gas inventory trust, under which the Company sells supplemental gas inventory to the trust at the Company's cost. The Company's agreement with the trust requires it to repurchase such inventory at cost when needed and to reimburse the trust for expenses incurred to finance the gas inventory. The trust finances such purchases of inventory by borrowing under a bank line of credit with a maximum borrowing commitment of $30,000,000 that is complementary to and on similar terms as the Company's bank line of credit described above. On May 31, 1994, the Company received approval from the Massachusetts Department of Public Utilities (DPU) for authority to issue and sell up to 400,000 additional shares of Common Stock, $3.33 par value, pursuant to its Dividend Reinvestment and Common Stock Purchase Plan and 75,000 additional shares of Common Stock, $3.33 par value, pursuant to its Cape Cod Division Savings Plan for Local 13507 United Steelworkers of America AFL-CIO-CLC. PART II - OTHER INFORMATION Item 5. Other Information Effective May 1, 1994 F.L. Putnam III, formerly Executive Vice President and General Manager, replaced C.O. Swanson as President upon Mr. Swanson's retirement. On August 3, 1994, the DPU issued its Order in its investigation on the establishment of guidelines and standards for mergers and acquisitions of Massachusetts utilities. In its Order, the DPU stated that a merger or acquisition constitutes one of several measures utilities in Massachusetts should be considering in order to achieve savings, efficiencies, increased reliability and better quality of service. Accordingly, the DPU discarded its previous position that the recovery of acquisition premiums by an acquiring utility was per se impermissible. Instead, the DPU will consider utility merger or acquisition proposals that seek recovery of an acquisition premium on a case-by-case basis and in light of the demonstrated benefits and costs of each particular proposal. In addition, this Order sets forth the DPU's intention of opening next month a separate investigation into performance- based regulation of utilities. The DPU indicated that it recognizes the potential value of regulatory mechanisms different than the current cost of service/rate of recovery system. According to the Order, alternative regulatory mechanisms are yet another measure for utilities to consider as a means to improve performance, and proposals for such mechanisms will be encouraged. Item 6. Exhibits and Reports on Form 8-K a. List of Exhibits Exhibit No. Exhibit 4a Fifth Amendment to the Revolving Credit Agreement with Colonial Gas Company, dated as of June 16, 1994. 4b Sixth Amendment to the Revolving Credit Agreement with Colonial Gas Company, dated as of July 13, 1994. 4c Fourth Amendment to the Revolving Credit Agreement with Massachusetts Fuel Inventory Trust, dated as of June 16, 1994. 4d Fifth Amendment to the Revolving Credit Agreement with Massachusetts Fuel Inventory Trust, dated as of July 13, 1994. b. Reports on Form 8-K There were no reports filed on Form 8-K for the quarter ended June 30, 1994. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. COLONIAL GAS COMPANY (Registrant) Date: August 12, 1994 F.L. Putnam III President Date: August 12, 1994 Nickolas Stavropoulos Vice President - Finance and Chief Financial Officer EX-4 2 [Exhibit 4a to Colonial Gas Company Form 10-Q for the period ended June 30, 1994] BOS-BUS:65557 FIFTH AMENDMENT Amendment Agreement dated as of June 16, 1994 by and among (a) COLONIAL GAS COMPANY, a Massachusetts Corporation (the "Company"), (b) THE BANK OF NOVA SCOTIA (the "New Bank"), (c) THE BANK OF NEW YORK and MELLON BANK, N.A. (collectively, the "Departing Banks"), (d) ABN AMRO BANK N.V., BOSTON BRANCH (the successor to Algemene Bank Nederland N.V., Cayman Islands Branch), THE FIRST NATIONAL BANK OF BOSTON, and SHAWMUT BANK, N.A. (collectively, the "Existing Banks" and together with the New Bank and the Departing Banks, the "Banks") and (e) THE FIRST NATIONAL BANK OF BOSTON, as agent for the Banks (the "Agent"). This Amendment Agreement is to amend certain of the provisions of the Revolving Credit Agreement dated as of June 27, 1990 (as amended, the "Agreement") by and among the Company, the Departing Banks, the Existing Banks and the Agent. Terms used but not specifically defined herein shall bear the same meanings herein as in the Agreement. This Amendment Agreement is the fifth amendment to the Agreement. Pursuant to a letter dated March 14, 1994, the Company reduced the aggregate Commitments of the Banks from $60,000,000 to $40,000,000 on March 21, 1994. The Company, the Banks and the Agent agree now to amend the Agreement to reflect the reduction in the Commitments effectuated by such letter. The Company has advised the Banks and the Agent that the Company may make a thirty (30) day borrowing under the Agreement and desires to extend the Termination Date thereunder in order to accommodate that borrowing. Further, the Company has notified the Departing Banks and the other Banks that it wishes to repay the Departing Banks and to have each of the Departing Banks terminate its Commitment, and each of the Departing Banks has consented to the foregoing, and the New Bank has advised the Company and the other Banks that it wishes to become a party to the Agreement, as amended hereby, and to advance loans and to provide other financial accommodations to the Company thereunder. Finally, each of the Existing Banks agrees to increase its respective Commitments under the Agreement to compensate for the change in the number of banks in the bank group from five to four. To accomplish the foregoing, the Company, the Banks and the Agent agree as follows: 1. Amendments. The Agreement is amended in the following respects: (a) Preamble. The preamble is hereby amended by deleting the references therein to "THE BANK OF NEW YORK" and "MELLON BANK, N.A." and by inserting in place thereof a reference to "THE BANK OF NOVA SCOTIA". (b) Section 1: Defined Term "Maximum Commitment". The defined term "Maximum Commitment" appearing in Section 1 of the Agreement is amended by deleting the dollar amount "$60,000,000" appearing in clause (a) thereof and by substituting the dollar amount "$40,000,000" in place thereof. (c) Section 1: Defined Term "Reference Banks". The defined term "Reference Banks" appearing in Section 1 of the Agreement is amended by deleting the reference therein to "Mellon Bank, N.A.". (d) Section 1: Defined Term "Termination Date". The defined term "Termination Date" appearing in Section 1 of the Agreement is amended by substituting for the reference therein to the date "June 16, 1994" a reference to "July 15, 1994". (e) Section 2.1. The dollar amount "$60,000,000" appearing in two places in Section 2.1 of the Agreement is hereby deleted from both such places and the dollar amount "$40,000,000" is substituted in place thereof. (f) Section 2.2(h). The parties hereto hereby acknowledge and agree that the definition of "Revolving Credit Notes" shall be deemed to include the Revolving Credit Notes delivered to the Existing Banks and the New Bank pursuant to this Amendment Agreement. (g) Section 5.1. The text of Section 5.1 of the Agreement is deleted from the Agreement and the following is substituted in place thereof: Section 5.1. Amount of Commitment. The respective amount of each Bank's Commitment on the date hereof and its respective Commitment Percentage shall be as follows: Amount of Commitment Lender Commitment Percentage ABN AMRO Bank N.V., Boston Branch $8,000,000 20% The Bank of Nova Scotia $10,000,000 25% The First National Bank of Boston $12,000,000 30% Shawmut Bank, N.A. $10,000,000 25% (h) Exhibit A. Exhibit A to the Agreement is deleted in its entirety and the form of Exhibit A attached hereto is substituted therefor. The parties hereto hereby agree that each reference in the Agreement to the form of Exhibit A shall henceforth be to the form of Exhibit A attached to this Amendment Agreement. 2. Conditions to Effectiveness. The effectiveness of this Amendment Agreement, and, specifically, the joinder of the New Bank hereto, the termination of the Commitments of each of the Departing Banks and the obligations of the Existing Banks and the New Bank to provide the financing accommodations contemplated hereby, shall be subject to the satisfaction of each of the following conditions precedent (the date on which all of the following conditions precedent shall have been met hereinafter referred to as, the "Effective Date"): (a) Representations and Warranties. Each of the representations and warranties made by or on behalf of the Company to the Existing Banks and the Departing Banks in Section 8 of the Agreement shall be true and correct in all material respects. (b) Performance, etc. The Company shall have duly and properly performed, complied with and observed each of its covenants, agreements and obligations contained in the Agreement. No events shall have occurred or be continuing, and no condition shall exist, that constitutes an Event of Default or that would, with notice or the lapse of time, or both, constitute an Event of Default. (c) Officer's Certificate. The Company shall have provided such certificates and other assurances in respect to its obligations and duties hereunder as shall be satisfactory to the Existing Banks and the New Bank. (d) Receipt of Revolving Credit Notes. Each Existing Bank and the New Bank shall have received an executed promissory note in form and substance satisfactory to each such Bank and substantially in the form of Exhibit A hereto. (e) Amendment to Trust Credit Agreement. Each Bank shall have received an executed Fourth Amendment to the Trust Credit Agreement and all of the conditions precedent to the effectiveness thereof shall have been fully satisfied. (f) Payment in Full to Departing Banks. The Company shall have paid in full all of its Obligations owing to each of the Departing Banks and in connection therewith each of the Departing Banks shall have executed and delivered to the Company a release substantially in the form of Exhibit B attached hereto. 3. Ratification and Joinder By New Bank. The Company and the Banks hereby agree that from and after the Effective Date (a) the New Bank shall be a party to the Agreement with all of the rights and obligations of a "Bank" thereunder and with a Commitment in the amount set forth opposite such Bank's name in the table set forth in Section 5.1 of the Agreement, as amended hereby, (b) the New Bank agrees to be bound by all of the terms of the Loan Documents as though such New Bank had originally been a party thereto, (c) the Company agrees that the collateral granted by it to the Agent for the benefit of the Banks pursuant to the Security Documents shall be deemed to be held for the benefit of the New Bank as well as the Existing Banks, and (d) the Agent agrees to hold such collateral for the benefit of the New Bank and the Existing Banks and to act in its capacity as agent on behalf of the New Bank as well as the Existing Banks. 4. Release by Departing Banks. Each of the Departing Banks hereby agrees that, upon payment in full of the Obligations owing to it under the Agreement and the Trust Credit Agreement, its Commitment shall terminate and it shall execute and deliver to the Company a release substantially in the form of Exhibit B hereto. As soon as practicable thereafter each of the Departing Banks shall return to the Company the Revolving Credit Note currently in its possession marked "Cancelled". The Company, the Banks and the Agent agree that from and after the Effective Date, each of the Departing Banks shall cease for all purposes to be a "Bank" under and as defined in the Agreement and any collateral granted by the Company to the Agent for the benefit of the Banks pursuant to the Security Documents shall cease to run for the benefit of the Departing Banks. 5. Effect on Agreement. Except as, and to the extent, specifically amended by this Amendment Agreement, the Agreement shall remain in full force and effect and is hereby expressly ratified and confirmed in each and every respect. 6. Provisions of General Applications. (a) Governing Law. This Amendment Agreement is intended to take effect as a sealed instrument. This Amendment Agreement and the respective rights and obligations hereunder of the parties hereto shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. (b) Headings. The headings of the sections and paragraphs of this Amendment Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment Agreement. (c) Counterparts. This Amendment Agreement may be executed in any number of counterparts but all of such counterparts shall together constitute but one agreement. In making proof of this Amendment Agreement, it shall not be necessary to produce or account for more than one counterpart signed by each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be entered into as of this 16th day of June, 1994. THE COMPANY: COLONIAL GAS COMPANY [Corporate Seal] By: Dennis W. Carroll Title: Vice President & Treasurer Attest: THE NEW BANK: THE BANK OF NOVA SCOTIA By: Authorized Signatory Title: The Bank of Nova Scotia 101 Federal Street, 16th Floor Boston, Massachusetts 02110 Attention: Michael Bradley THE DEPARTING BANKS: THE BANK OF NEW YORK By:........................... Title: The Bank of New York 1 Wall Street, 19th Floor New York, New York 10286 Attention: Dean Stephan MELLON BANK, N.A. By: Mary Ellen Usher Title: Vice President Mellon Bank, N.A. 1 Mellon Bank Center, Room 4425 Pittsburgh, Pennsylvania 15258-0001 Attention: Mary Ellen Usher THE EXISTING BANKS: ABN AMRO BANK N.V., BOSTON BRANCH By: Lisa C. Sheehan Title: A.V.P. By: Authorized Signatory Title: E.V.P. ABN AMRO Bank N.V. One Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: R.E. James Hunter THE FIRST NATIONAL BANK OF BOSTON By: Daniel G. Head Jr. Title: Vice President The First National Bank of Boston 100 Federal Street Boston, Massachusetts 02110 Attention: Daniel G. Head SHAWMUT BANK, N.A. By: Philip Messina Title: Vice President Shawmut Bank, N.A. One Federal Street Boston, Massachusetts 02211 Attention: Philip A. Messina THE AGENT: THE FIRST NATIONAL BANK OF BOSTON, As Agent By: Daniel G. Head Jr. Title: Vice President The First National Bank of Boston 100 Federal Street Boston, Massachusetts 02110 Attention: Daniel G. Head EXHIBIT A REVOLVING CREDIT NOTE $_________ June 16, 1994 FOR VALUE RECEIVED, the undersigned Colonial Gas Company, a Massachusetts corporation (the "Company"), hereby absolutely and unconditionally promises to pay to the order of [_________________________________] (the "Bank") at the head office of The First National Bank of Boston, as Agent (the "Agent"), at 100 Federal Street, Boston, Massachusetts 02110: (a) on July 15, 1994, the principal amount of ______________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of Advances made by the Bank to the Company pursuant to the Credit Agreement (as hereinafter defined); and (b) interest on the principal from time to time outstanding from the date hereof through and including the date on which such principal amount is paid in full, at the times and at the rates provided in the Revolving Credit Agreement dated as of June 27, 1990, as amended or supplemented from time to time (the "Credit Agreement"), by and among the Company, the Bank and such other banks or financial institutions that are or may become parties to the Credit Agreement from time to time in accordance with the provisions thereof (the Bank and such other banks being collectively referred to as the "Banks") and the Agent, as agent for the Banks. This Note evidences borrowings under, is subject to the terms and conditions of, and has been issued by the Company in accordance with the terms of the Credit Agreement, and is one of the Revolving Credit Notes referred to therein. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement and may enforce the agreements of the Company contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Bank is hereby irrevocably authorized by the Company to endorse on the schedule attached to this Note or a continuation of such schedule attached hereto and made a part hereof, an appropriate notation evidencing advances and repayments of principal of this Note, provided that failure by the Bank to make any such notations shall not affect any of the Company's obligations or the validity of any repayments made by the Company in respect of this Note. The Company has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement. If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Company and every endorser and guarantor of this Note or the obligation represented hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. This Note shall be deemed to take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts and for all purposes shall be construed in accordance with such laws. IN WITNESS WHEREOF, Colonial Gas Company has caused this Note to be signed by its duly authorized officer as of the day and year first above written. COLONIAL GAS COMPANY [Corporate Seal] By:........................... Title: Amount of Paid or Amount of Balance of Notation Date Loan Prepaid Principal Principal Unpaid Made By EXHIBIT B [LETTERHEAD OF DEPARTING BANK] as of June 16, 1994 Colonial Gas Company 40 Market Street Lowell, Massachusetts 01853 Attention: Dennis W. Carroll, Vice President and Treasurer Gentlemen: This is to evidence and confirm that, in consideration of payments on account of indebtedness made to us this date, you are hereby released and discharged by the undersigned from your Obligations (as defined in the Agreement as hereinafter defined) owing to the undersigned under (a) the Revolving Credit Agreement dated as of June 27, 1990 (as amended, the "Agreement") by and among Colonial Gas Company (the "Company"), ABN AMRO Bank N.V., Boston Branch (the successor to Algemene Bank Nederland N.V., Cayman Islands Branch), The Bank of New York, The First National Bank of Boston, Mellon Bank, N.A. and Shawmut Bank, N.A. (collectively, the "Banks") and The First National Bank of Boston, as agent for the Banks, (b) that certain Revolving Credit Note dated as of July 27, 1993 issued by the Company to the undersigned in the original principal amount of $12,000,000.00 (the "Revolving Credit Note") and (c) the other Loan Documents (as defined in the Agreement). The undersigned acknowledges full payment of all sums due by you to us under the Agreement, the Revolving Credit Note and such other Loan Documents. The undersigned also agrees to execute any further evidence of such discharge and release as you may reasonably request from time to time. Very truly yours, [DEPARTING BANK] By:........................... Title: [End of Exhibit 4A to Colonial Gas Company Form 10-Q for the period ended June 30, 1994] EX-4 3 [Exhibit 4B to Colonial Gas Company Form 10-Q for the period ended June 30, 1994] BOS-BUS:63918 SIXTH AMENDMENT Amendment Agreement dated as of July 13, 1994 by and among (a) COLONIAL GAS COMPANY, a Massachusetts Corporation (the "Company"), (b) THE BANK OF NOVA SCOTIA, ABN AMRO BANK N.V., BOSTON BRANCH (the successor to Algemene Bank Nederland N.V., Cayman Islands Branch), THE FIRST NATIONAL BANK OF BOSTON and SHAWMUT BANK, N.A. (collectively, the "Banks"), (c) SHAWMUT BANK, N.A., in its capacity as co-agent for the Banks (the "Co-Agent"), and (d) THE FIRST NATIONAL BANK OF BOSTON, as agent for the Banks (the "Agent"). This Amendment Agreement is to amend certain of the provisions of the Revolving Credit Agreement dated as of June 27, 1990 (as amended, the "Agreement") by and among the Company, the Banks and the Agent. Terms used but not specifically defined herein shall bear the same meanings herein as in the Agreement. This Amendment Agreement is the sixth amendment to the Agreement. The Company has advised the Banks, the Co-Agent and the Agent that the Company desires to increase the Maximum Commitment under the Agreement from $40,000,000 to $75,000,000, to extend the Termination Date thereunder and to make certain other changes in the Agreement. The Banks, the Co-Agent and the Agent are prepared to agree to the requested increase in the Maximum Commitment, the extension of the Termination Date upon the terms and conditions set forth in this Amendment Agreement and to make certain other changes in the Agreement. To accomplish the foregoing, the Company, the Banks, the Co-Agent and the Agent agree as follows: 1. Amendments. The Agreement is amended in the following respects: (a) Preamble. The preamble is hereby amended by inserting after the parenthetical "(collectively the "Banks")" appearing therein a comma and the following reference: "SHAWMUT BANK, N.A., as co-agent for the Banks (the "Co-Agent")". (b) Section 1: Defined Term "Applicable C/D Rate Margin". The defined term "Applicable C/D Rate Margin" appearing in Section 1 of the Agreement is amended by substituting for the table appearing therein, the following table: Standard & Poor's Applicable C/D Rating Rate Margin A 0.325% A- 0.350% BBB+ 0.375% BBB 0.475% less than BBB 0.575% (c) Section 1: Defined Term "Applicable Eurodollar Rate Margin". The defined term "Applicable Eurodollar Rate Margin" appearing in Section 1 of the Agreement is amended by substituting for the table appearing therein, the following table: Standard & Poor's Applicable Eurodollar Rating Rate Margin A 0.200% A- 0.225% BBB+ 0.250% BBB 0.350% less than BBB 0.450% (d) Section 1: Defined Term "Applicable Facility Fee Rate". The defined term "Applicable Facility Fee Rate" appearing in Section 1 of the Agreement is amended by substituting for the table appearing therein, the following table: Standard & Poor's Applicable Facility Rating Fee Rate A 0.070% A- 0.090% BBB+ 0.100% BBB 0.120% less than BBB 0.220% (e) Section 1: Defined Term "Co-Agent". Section 1 of the Agreement is hereby amended by inserting therein immediately after the definition of "Closing Date" the following new definition: Co-Agent - has the meaning specified in the preamble. (f) Section 1: Defined Term "Domestic C/D Rate". The defined term "Domestic C/D Rate" appearing in Section 1 of the Agreement is deleted in its entirety and the following new definition is substituted therefor: Domestic C/D Rate - with respect to any interest period for any C/D Rate Advance, the annual rate of interest determined by the Agent to be the average (rounded upwards, if necessary to the nearest 1/100 of 1%) of the rates offered by the Agent in the secondary market at approximately 10:00 A.M. Boston time (or as soon thereafter as practicable) on the first day of the applicable Interest Period for the purchase at face value from the Agent of dollar certificates of deposit issued by them in an aggregate amount approximately equal or comparable to the amount of the C/D Rate Advance relating to such Interest Period and having a maturity equal to the applicable Interest Period. (g) Section 1: Defined Term "Extension Date". The defined term "Extension Date" appearing in Section 1 of the Agreement is deleted in its entirety. (h) Section 1: Defined Term "Interest Charges". The defined term "Interest Charges" appearing in Section 1 of the Agreement is amended by inserting prior to the period at the end thereof, the following phrase: ", and net of regulatory interest". (i) Section 1: Defined Term "Maximum Commitment". The defined term "Maximum Commitment" appearing in Section 1 of the Agreement is amended by deleting the dollar amount "$40,000,000" appearing in clause (a) thereof and by substituting the dollar amount "$75,000,000" in place thereof. (j) Section 1: Defined Term "Termination Date". The defined term "Termination Date" appearing in Section 1 of the Agreement is amended by substituting for the reference therein to the date "July 15, 1994" a reference to "June 15, 1997". (k) Section 2.1. The dollar amount "$40,000,000" appearing in two places in Section 2.1 of the Agreement is hereby deleted from both such places and the dollar amount "$75,000,000" is substituted in place thereof. (l) Section 2.2(h). The parties hereto hereby acknowledge and agree that the definition of "Revolving Credit Notes" shall be deemed to include the Revolving Credit Notes delivered to the Banks pursuant to this Amendment Agreement and any promissory notes delivered pursuant to Section 5.2 of the Agreement as amended hereby. (m) Section 3.1. Section 3.1 of the Agreement is amended by substituting for the references to the dollar amount "$250,000" appearing in Section 3.1(d)(ii)(B), 3.1(f)(ii) and 3.1(h) thereof a reference to the dollar amount "$1,000". (n) Section 4.10. Section 4.10 of the Agreement is amended by inserting the following after the second sentence of paragraph (a) thereof: All payments by the Company hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Company is compelled by law to make such deduction or withholding. If any such obligation is imposed hereafter upon the Company with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Company will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Company, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to a Bank if such Bank is not, on the date hereof (or on the date it becomes a Bank under this Agreement) and on the date of any change in the lending office of such Bank identified after its execution, entitled by virtue of its status as a non-resident alien to submit either a Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Advances) or Form 4224 (relating to all interest to be received by such Bank hereunder in respect of Advances) of the U.S. Department of Treasury, or (ii) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Bank to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Bank with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item. The Company will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Company hereunder or under such other Loan Document. (o) Section 5.1. The text of Section 5.1 of the Agreement is deleted from the Agreement and the following is substituted in place thereof: Section 5.1. Amount of Commitment. The respective amount of each Bank's Commitment on the date hereof and its respective Commitment Percentage shall be as follows: Amount of Commitment Lender Commitment Percentage ABN AMRO Bank N.V., Boston Branch $8,000,000 10.67% The Bank of Nova Scotia $17,000,000 22.67% The First National Bank of Boston $25,000,000 33.33% Shawmut Bank, N.A. $25,000,000 33.33% (p) Section 5.2. The text of Section 5.2 of the Agreement is deleted from the Agreement and the following is substituted in place thereof: Section 5.2. Extension of Commitments. The Company may, by written notice to the Banks and the Agent not less than sixty (60) days and not more than ninety (90) days prior to the Termination Date then in effect, request that the Termination Date be extended to a later date specified in such notice. The Agent shall notify the Company as to whether all of the Banks have agreed to the extension of the Termination Date to such later date not later than thirty (30) days prior to the Termination Date then in effect. An extension to which all of the Banks have agreed shall become effective upon the receipt by the Banks not less than five (5) Business Days prior to the Termination Date then in effect of (a) executed promissory notes substantially in the form of Exhibit A hereto, and (b) an opinion of counsel to the Company, satisfactory to the Banks and their counsel, as to the due authorization, execution and delivery by the Company of such notice of extension and such promissory notes, the validity and binding effect as regards the Company of this Agreement and the promissory notes so delivered, and there being no necessity for any authorization or approval by, or any filing or registration with, any public regulatory body (including, but without limitation, approval of the Department of Public Utilities of the Commonwealth of Massachusetts) for such extension and for the performance of this Agreement and the promissory notes so delivered (or, if any such action is necessary or required, stating that the same has been duly obtained or effected, and is valid and sufficient for the purpose and a true copy thereof is attached to such opinion). (q) Section 5.3. Section 5.3 of the Agreement is amended by substituting for the reference appearing in paragraph (c) thereof to "a letter agreement dated as of June 3, 1993, between the Company and the Agent" a reference to "a letter agreement dated as of May 31, 1994, between the Company and the Agent". (r) Section 7. Section 7 of the Agreement is amended by inserting after Section 7.2 thereof the following new Section 7.3: Section 7.3. Notes in Full Force and Effect. The Notes shall be in full force and effect, and the Company shall have delivered to the Banks contemporaneously with its delivery of such Notes an opinion of counsel, satisfactory to the Banks, regarding the due authorization, execution and delivery of such Notes, the validity and binding effect of such Notes, and there being no necessity for any authorization or approval by, or any filing or registration with, any public regulatory body (including, but without limitation, approval of the Department of Public Utilities of the Commonwealth of Massachusetts) for the delivery of such Notes or the performance of such Notes. (s) Section 8. Section 8 of the Agreement is hereby amended by inserting at the end thereof the following new Section 8.17: Section 8.17. Environmental Matters. The Company is in compliance in all material respects with all applicable state and federal environmental statutes and regulations, including, without limitation, the Clean Water Act of 1977, as amended, 33 U.S.C. Section 1251 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq. ("RCRA"), the Massachusetts Hazardous Waste Management Act, Massachusetts General Laws Annotated ch. 21C (West 1992) (the "Massachusetts Hazardous Waste Act"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Section 9601 et seq. ("CERCLA"), and the Massachusetts Oil and Hazardous Material Release Prevention Act, Massachusetts General Laws Annotated ch. 21E (West 1992) (the "Massachusetts Oil and Hazardous Material Act"), except for such noncompliance which, in the judgment of the Company, would not materially and adversely affect the business, prospects, earnings, properties or condition (financial or otherwise) of the Company and, to its knowledge, has not acquired, incurred or assumed, directly or indirectly, any contingent liability in connection with the release of any toxic or hazardous waste or substance into the environment which, in the judgment of the Company, would have a material adverse effect on the business, prospects, earnings, properties or condition (financial or otherwise) of the Company. The Company is not the subject of any evaluation, administrative proceedings, administrative consent orders, judicial proceedings or demand orders under CERCLA, or under the Massachusetts Oil and Hazardous Material Act which, in the judgment of the Company, would have a material adverse effect on the business, prospects, earnings, properties or condition (financial or otherwise) of the Company. (t) Section 10.3. Section 10.3 of the Agreement is hereby amended by substituting for the title of paragraph (e) thereof the following: "Notice of Default, Litigation, ERISA Matters and Environmental Matters" and by inserting at the end of such paragraph the following: The Company will promptly give notice to the Agent and each of the Banks (i) of any violation of any federal, state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment that the Company reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency and that, in the judgment of the Company, would materially and adversely affect the business, prospects, earnings, properties or condition (financial or otherwise) of the Company, and (ii) upon becoming aware thereof, of any inquiry, proceeding, investigation or other action, including a notice from any agency of potential environmental liability, or any federal, state or local environmental agency or board that, in the judgment of the Company, would materially and adversely affect the business, prospects, earnings, properties or condition (financial or otherwise) of the Company. (u) Section 10.12. Section 10.12 of the Agreement is amended by deleting the following sentence: "All policies of insurance shall provide for thirty (30) days prior written minimum cancellation notice to the Agent." and by substituting in place therefor the following sentence: At least five (5) days before the expiration of any such policy, the Company will (except as aforesaid) obtain a renewal of any policy about to expire or a new policy or policies operating as a renewal thereof, to the satisfaction of the Banks; provided, however, that the Company will notify the Banks that a policy is being canceled by an insurer not later than ten (10) days prior to the effective date of such cancellation. (v) Section 11.2. Section 11.2 of the Agreement is hereby deleted in its entirety and the phrase "INTENTIONALLY OMITTED" is hereby substituted therefor. (w) Section 11.6. Section 11.6 of the Agreement is hereby deleted in its entirety and the following new Section 11.6 is hereby substituted therefor: Section 11.6. Subsidiaries. The Company will not, directly or indirectly, enter into any transaction with any subsidiary except on terms which are fair and reasonable to the Company and which, taken as a whole, are at least as favorable to the Company as it would obtain in a comparable transaction with an unrelated person. The Company will not sell the stock of any subsidiary, or permit a subsidiary to sell or otherwise dispose of its property, other than at a fair value, unless such sale or disposition is not detrimental to the interests of the Banks hereunder and the difference between the fair value and the proceeds of such sale or disposition is either less than $25,000 or, in the aggregate with the differences from all other such sales or dispositions during the preceding 24 consecutive months, less than 3/4 of 1% of tangible net worth as shown in the most recent report of the Company. (x) Section 11.9. Section 11.9 of the Agreement is hereby deleted in its entirety and the phrase "INTENTIONALLY OMITTED" is hereby substituted therefor. (y) Section 11.11. Section 11.11 of the Agreement is hereby deleted in its entirety and the following new Section 11.11 is hereby substituted therefor: Section 11.11. Interest Charge Coverage Ratio. Permit the ratio of Consolidated Net Earnings Available for Interest Charges for any 4 consecutive fiscal quarters to Interest Charges for such period to be less than 1.75 to 1.00. (z) Section 11.14. Section 11.14 of the Agreement is hereby deleted in its entirety and the following new Section 11.14 is hereby substituted therefor: Section 11.14. Indenture. The Company shall not amend, modify or supplement the Indenture as in effect on the date of this Agreement in any way that would directly or indirectly (i) subject the lien of the Indenture to the gas inventory or accounts receivable of the Company or the Trust, (ii) cause the scheduled date of payments of principal, interest and expenses of Mortgage Debt to occur at dates earlier than the allowed dates in effect on the Closing Date, (iii) amend in any material way the definitions of "additional property" or "net amount of additional property" or "permitted liens" in the definitional section of the Indenture, or (iv) amend in any material way Section 3.02 of the Indenture. (aa) Section 11.16. Section 11.16 of the Agreement is hereby deleted in its entirety and the following new Section 11.16 is hereby substituted therefor: Section 11.16. Debt Payments. The Company shall not, directly or indirectly, make any payments in reduction of any Debt of the Company (other than Debt in respect of the Advances) prior to the final maturity thereof, other than payments required by the terms of any sinking fund, serial maturity or mandatory prepayment provision contained in any instrument evidencing Debt permitted by Section 11.1 and other than payments made pursuant to the Fuel Purchase Contract, unless (i) such payment is made out of the proceeds of a concurrent (and in any event within six (6) months of such payment) refunding operation involving the incurring by the Company of additional Debt which is at least equal in aggregate principal amount to, and which has a weighted average life to maturity (as determined in accordance with any accepted financial practice) no shorter than the remaining life of this Agreement and (ii) after giving effect to such payment, the aggregate amount of all such Debt prepaid by the Company since the Closing Date shall not exceed $20,000,000. (bb) Section 15A. The Agreement is hereby amended by inserting immediately after Section 15 appearing therein the following new Section 15A: Section 15A. THE CO-AGENT. Notwithstanding anything to the contrary set forth herein, the Co-Agent shall be deemed to be the agent of the Banks in name only, and the Co-Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than (a) those applicable to all Banks as such or (b) those otherwise applicable to Shawmut Bank, N.A. in its individual capacity. Each Bank acknowledges that it has not relied, and will not rely, on the Co-Agent in deciding to enter into this Agreement or in taking or not taking action hereunder. (cc) Section 17. Section 17 is hereby amended by inserting at the end thereof the following: Notwithstanding anything in this Section 17 to the contrary, each Bank shall be permitted to assign any or all of its rights hereunder to any of its "bank" affiliates or to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act 12 U.S.C. Section 341, without the prior written consent of the Company or the Agent, provided that such "bank" affiliate shall have total capital of not less than $100,000,000. If any assignee Bank is not incorporated under the laws of the United States of America or any state thereof, it shall, prior to the date on which any interest or fees are payable hereunder or under any of the other Loan Documents for its account, deliver to the Company and the Agent a certification as to its exemption from deduction or withholding of any United States Federal income taxes. (dd) Section 28. The Agreement is hereby amended by inserting at the end thereof the following new Section 28: Section 28. WAIVER OF JURY TRIAL. The Company hereby waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this Agreement, the Notes or any of the other Loan Documents, any rights or obligations hereunder or thereunder or the performance of which rights and obligations. Except as prohibited by law and except in the case of gross negligence or willful misconduct, the Company hereby waives any right it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Company (a) certifies that no representative, agent or attorney of any Bank or the Agent has represented, expressly or otherwise, that such Bank or the Agent would not, in the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that the Agent and the Banks have entered into this Agreement, the other Loan Documents to which the Company is a party in reliance on, among other things, the waivers and certifications contained herein. (ee) Exhibit A. Exhibit A to the Agreement is deleted in its entirety and the form of Exhibit A attached hereto is substituted therefor. The parties hereto hereby agree that each reference in the Agreement to the form of Exhibit A shall henceforth be to the form of Exhibit A attached to this Amendment Agreement. 2. Conditions to Effectiveness. The effectiveness of this Amendment Agreement and the obligations of the Banks to provide the financing accommodations contemplated hereby, shall be subject to the satisfaction of each of the following conditions precedent (the date on which all of the following conditions precedent shall have been met hereinafter referred to as, the "Effective Date"): (a) Representations and Warranties. Each of the representations and warranties made by or on behalf of the Company to the Banks in Section 8 of the Agreement shall be true and correct in all material respects. (b) Performance, etc. The Company shall have duly and properly performed, complied with and observed each of its covenants, agreements and obligations contained in the Agreement. No events shall have occurred or be continuing, and no condition shall exist, that constitutes an Event of Default or that would, with notice or the lapse of time, or both, constitute an Event of Default. (c) Proof of Corporate Action. The Agent shall have received from the Company, copies, certified by a duly authorized officer to be true and complete on or as of the date of effectiveness of this Amendment Agreement, of the records of all corporate action taken by the Company to authorize (i) its execution and delivery of this Amendment Agreement and the Revolving Credit Notes to be delivered in connection herewith, (ii) the performance on the part of the Company of all of its agreements and obligations under the Agreement as amended by this Amendment Agreement and (iii) its incurring the obligations contemplated by this Amendment Agreement. (d) Incumbency Certificate. The Agent shall have received from the Company an incumbency certificate dated as of the date of the effectiveness of this Amendment Agreement, signed by a authorized officer of the Company, and giving the name and bearing the specimen signature of each individual who shall be authorized to execute and deliver, in the name and on behalf of the Company, this Amendment Agreement and the Revolving Credit Notes to be delivered in connection herewith. (e) Agent's Fee. The Company shall have paid to the Agent the Agent's Fee required to be paid at closing by the letter agreement between the Company and the Agent dated May 31, 1994. (f) Legal Opinions. The Agent shall have received a written legal opinion, addressed to the Banks, dated the date of the effectiveness of this Amendment Agreement, of Palmer & Dodge, as counsel to the Company. Such legal opinion shall be in form and substance satisfactory to the Banks. (g) Officer's Certificate. The Company shall have provided such certificates and other assurances in respect to its obligations and duties hereunder as shall be satisfactory to the Banks. (h) Receipt of Revolving Credit Notes. Each Bank shall have received an executed promissory note in form and substance satisfactory to such Bank and substantially in the form of Exhibit A hereto. (i) Amendment to Trust Credit Agreement. Each Bank shall have received an executed Fifth Amendment to the Trust Credit Agreement and all of the conditions precedent to the effectiveness thereof shall have been fully satisfied. 3. Transitional Arrangements. All fees owing or accruing under or in respect of the Agreement prior to the effectiveness of this Amendment Agreement shall be paid in accordance with the method, and on the date, specified in the Agreement as in effect immediately prior to the effectiveness hereof. Any C/D Rate Advance or Eurodollar Rate Advance outstanding on the date on which this Amendment Agreement becomes effective shall continue to bear interest at the Applicable C/D Rate Margin or the Applicable Eurodollar Rate Margin (as the case may be) as such terms were defined prior to the effectiveness of this Amendment Agreement for the remainder of the current Interest Period relating thereto. 4. Effect on Agreement. Except as, and to the extent, specifically amended by this Amendment Agreement, the Agreement shall remain in full force and effect and is hereby expressly ratified and confirmed in each and every respect. 5. Provisions of General Applications. (a) Governing Law. This Amendment Agreement is intended to take effect as a sealed instrument. This Amendment Agreement and the respective rights and obligations hereunder of the parties hereto shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. (b) Headings. The headings of the sections and paragraphs of this Amendment Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment Agreement. (c) Counterparts. This Amendment Agreement may be executed in any number of counterparts but all of such counterparts shall together constitute but one agreement. In making proof of this Amendment Agreement, it shall not be necessary to produce or account for more than one counterpart signed by each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be entered into as of this 13th day of July, 1994. THE COMPANY: COLONIAL GAS COMPANY [Corporate Seal] By: Dennis W. Carroll Title: Vice President & Treasurer Attest: THE BANKS: THE BANK OF NOVA SCOTIA By: M.R. Bradley Title: The Bank of Nova Scotia 101 Federal Street, 16th Floor Boston, Massachusetts 02110 Attention: Michael Bradley ABN AMRO BANK N.V., BOSTON BRANCH By: R.E. James Hunter Title: V.P. By: Authorized Signatory Title: Vice President ABN AMRO Bank N.V. One Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: R.E. James Hunter THE FIRST NATIONAL BANK OF BOSTON By: Daniel G. Head Jr. Title: Vice President The First National Bank of Boston 100 Federal Street Boston, Massachusetts 02110 Attention: Daniel G. Head SHAWMUT BANK, N.A. By: Philip A. Messina Title: Vice President Shawmut Bank, N.A. One Federal Street Boston, Massachusetts 02211 Attention: Philip A. Messina THE CO-AGENT: SHAWMUT BANK, N.A., As Co-Agent By: Philip A. Messina Title: Vice President Shawmut Bank, N.A. One Federal Street Boston, Massachusetts 02211 Attention: Philip A. Messina THE AGENT: THE FIRST NATIONAL BANK OF BOSTON, As Agent By: Daniel G. Head Jr. Title: Vice President The First National Bank of Boston 100 Federal Street Boston, Massachusetts 02110 Attention: Daniel G. Head EXHIBIT A REVOLVING CREDIT NOTE $___________ _______, 199[_] FOR VALUE RECEIVED, the undersigned Colonial Gas Company, a Massachusetts corporation (the "Company"), hereby absolutely and unconditionally promises to pay to the order of[_________________________________] (the "Bank") at the head office of The First National Bank of Boston, as Agent (the "Agent"), at 100 Federal Street, Boston, Massachusetts 02110: (a) on [June 16, 1995 or, with respect to subsequent notes, the date which is 364 days from the date of such note], the principal amount of _______________________ Dollars ($__________) or, if less, the aggregate unpaid principal amount of Advances made by the Bank to the Company pursuant to the Credit Agreement (as hereinafter defined); and (b) interest on the principal from time to time outstanding from the date hereof through and including the date on which such principal amount is paid in full, at the times and at the rates provided in the Revolving Credit Agreement dated as of June 27, 1990, as amended or supplemented from time to time (the "Credit Agreement"), by and among the Company, the Bank and such other banks or financial institutions that are or may become parties to the Credit Agreement from time to time in accordance with the provisions thereof (the Bank and such other banks being collectively referred to as the "Banks"), Shawmut Bank, N.A., in its capacity as co-agent for the Banks, and the Agent. This Note evidences borrowings under, is subject to the terms and conditions of, and has been issued by the Company in accordance with the terms of the Credit Agreement, and is one of the Revolving Credit Notes referred to therein. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement and may enforce the agreements of the Company contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Bank is hereby irrevocably authorized by the Company to endorse on the schedule attached to this Note or a continuation of such schedule attached hereto and made a part hereof, an appropriate notation evidencing advances and repayments of principal of this Note, provided that failure by the Bank to make any such notations shall not affect any of the Company's obligations or the validity of any repayments made by the Company in respect of this Note. The Company has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement. If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Company and every endorser and guarantor of this Note or the obligation represented hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. This Note shall be deemed to take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts and for all purposes shall be construed in accordance with such laws. IN WITNESS WHEREOF, Colonial Gas Company has caused this Note to be signed by its duly authorized officer as of the day and year first above written. COLONIAL GAS COMPANY [Corporate Seal] By:........................... Title: Amount of Paid or Amount of Balance of Notation Date Loan Prepaid Principal Principal Unpaid Made By [End of Exhibit 4B to Colonial Gas Company Form 10-Q for the period ended June 30, 1994] EX-4 4 [Exhibit 4C to Colonial Gas Company Form 10-Q for the period ended June 30, 1994] BOS-BUS:65541 FOURTH AMENDMENT Amendment Agreement dated as of June 16, 1994 by and among (a) MASSACHUSETTS FUEL INVENTORY TRUST, a trust organized under the Laws of the Commonwealth of Massachusetts (the "Trust"), (b) THE BANK OF NOVA SCOTIA (the "New Bank"), (c) THE BANK OF NEW YORK and MELLON BANK, N.A. (collectively, the "Departing Banks"), (d) ABN AMRO BANK N.V., BOSTON BRANCH (the successor to Algemene Bank Nederland N.V., Cayman Islands Branch), THE FIRST NATIONAL BANK OF BOSTON, and SHAWMUT BANK, N.A. (collectively, the "Existing Banks" and together with the New Bank and the Departing Banks, the "Banks") and (e) THE FIRST NATIONAL BANK OF BOSTON, as agent for the Banks (the "Agent"). This Amendment Agreement is to amend certain of the provisions of the Revolving Credit Agreement dated as of June 27, 1990 (as amended, the "Agreement") by and among the Trust, the Departing Banks, the Existing Banks and the Agent. Terms used but not specifically defined herein shall bear the same meanings herein as in the Agreement. This Amendment Agreement is the fourth amendment to the Agreement. The Company has advised the Banks and the Agent that the Company or the Trust may make a thirty (30) day borrowing under the Company Credit Agreement or the Agreement (as applicable) prior to its termination and that the Company and the Trust desire to extend the Termination Date under and as defined in both the Agreement and the Company Credit Agreement in order to accommodate that borrowing. Further, the Trust and the Company have notified the Departing Banks and the other Banks that they wish to repay the Departing Banks and to have each of the Departing Banks terminate its Commitment (as defined in both the Agreement and the Company Credit Agreement), and each of the Departing Banks has consented to the foregoing, and the New Bank has advised the Trust and the other Banks that it wishes to become a party to the Agreement, as amended hereby, and the Company Credit Agreement, as amended by an amendment agreement of even date herewith, and to advance loans and to provide other financial accommodations to the Trust and the Company thereunder. Finally, each of the Existing Banks agrees to increase its respective Commitments under the Agreement to compensate for the change in the number of banks in the bank group from five to four. To accomplish the foregoing, the Trust, the Banks and the Agent agree as follows: 1. Amendments. The Agreement is amended in the following respects: (a) Preamble. The preamble is hereby amended by deleting the references therein to "THE BANK OF NEW YORK" and "MELLON BANK,N.A." and by inserting in place thereof a reference to "THE BANK OF NOVA SCOTIA". (b) Section 1: Defined Term "Reference Banks". The defined term "Reference Banks" appearing in Section 1 of the Agreement is amended by deleting the reference therein to "Mellon Bank, N.A.". (c) Section 1: Defined Term "Termination Date". The defined term "Termination Date" appearing in Section 1 of the Agreement is amended by substituting for the reference therein to the date "June 16, 1994" a reference to "July 15, 1994". (d) Section 2.2(h). The parties hereto hereby acknowledge and agree that the definition of "Revolving Credit Notes" shall be deemed to include the Revolving Credit Notes delivered to the Existing Banks and the New Bank pursuant to this Amendment Agreement. (e) Section 5.1. The text of Section 5.1 of the Agreement is deleted from the Agreement and the following is substituted in place thereof: Section 5.1. Amount of Commitment. The respective amount of each Bank's Commitment on the date hereof and its respective Commitment Percentage shall be as follows: Lender Amount of Commitment Commitment Percentage ABN AMRO Bank N.V., Boston Branch $6,000,000 20% The Bank of Nova Scotia $7,500,000 25% The First National Bank of Boston $9,000,000 30% Shawmut Bank, N.A. $7,500,000 25% (f) Exhibit A. Exhibit A to the Agreement is deleted in its entirety and the form of Exhibit A attached hereto is substituted therefor. The parties hereto hereby agree that each reference in the Agreement to the form of Exhibit A shall henceforth be to the form of Exhibit A attached to this Amendment Agreement. 2. Conditions to Effectiveness. The effectiveness of this Amendment Agreement, and, specifically, the joinder of the New Bank hereto, the termination of the Commitments of each of the Departing Banks and the obligations of the Existing Banks and the New Bank to provide the financing accommodations contemplated hereby, shall be subject to the satisfaction of each of the following conditions precedent (the date on which all of the following conditions precedent shall have been met hereinafter referred to as, the "Effective Date"): (a) Representations and Warranties. Each of the representations and warranties made by or on behalf of the Trust to the Existing Banks and the Departing Banks in Section 9 of the Agreement shall be true and correct in all material respects. (b) Performance, etc. The Trust shall have duly and properly performed, complied with and observed each of its covenants, agreements and obligations contained in the Agreement. No events shall have occurred or be continuing, and no condition shall exist, that constitutes an Event of Default or that would, with notice or the lapse of time, or both, constitute an Event of Default. (c) Trustee's Certificate. The Trust shall have provided such certificates and other assurances in respect to its obligations and duties hereunder as shall be satisfactory to the Existing Banks and the New Bank. (d) Receipt of Revolving Credit Notes. Each Existing Bank and the New Bank shall have received an executed promissory note in form and substance satisfactory to each such Bank and substantially in the form of Exhibit A hereto. (e) Amendment to Company Credit Agreement. Each Bank shall have received an executed Fifth Amendment to the Company Credit Agreement and all of the conditions precedent to the effectiveness thereof shall have been fully satisfied. (f) Payment in Full to Departing Banks. The Trust shall have paid in full all of its Obligations owing to each of the Departing Banks and in connection therewith each of the Departing Banks shall have executed and delivered to the Trust a release substantially in the form of Exhibit B attached hereto. 3. Ratification and Joinder By New Bank. The Trust and the Banks hereby agree that from and after the Effective Date (a) the New Bank shall be a party to the Agreement with all of the rights and obligations of a "Bank" thereunder and with a Commitment in the amount set forth opposite such Bank's name in the table set forth in Section 5.1 of the Agreement, as amended hereby, (b) the New Bank agrees to be bound by all of the terms of the Loan Documents as though such New Bank had originally been a party thereto, (c) the Trust agrees that the Collateral granted by it to the Agent for the benefit of the Banks pursuant to the Security Documents shall be deemed to be held for the benefit of the New Bank as well as the Existing Banks, and (d) the Agent agrees to hold such Collateral for the benefit of the New Bank and the Existing Banks and to act in its capacity as agent on behalf of the New Bank as well as the Existing Banks. 4. Release by Departing Banks. Each of the Departing Banks hereby agrees that, upon payment in full of the Obligations owing to it under the Agreement and the Company Credit Agreement, its Commitment shall terminate and it shall execute and deliver to the Trust a release substantially in the form of Exhibit B hereto. As soon as practicable thereafter each of the Departing Banks shall return to the Trust the Revolving Credit Note currently in its possession marked "Cancelled". The Trust, the Banks and the Agent agree that from and after the Effective Date, each of the Departing Banks shall cease for all purposes to be a "Bank" under and as defined in the Agreement and any Collateral granted by the Trust to the Agent for the benefit of the Banks pursuant to the Security Documents shall cease to run for the benefit of the Departing Banks. 5. Effect on Agreement. Except as, and to the extent, specifically amended by this Amendment Agreement, the Agreement shall remain in full force and effect and is hereby expressly ratified and confirmed in each and every respect. 6. Provisions of General Applications. (a) Governing Law. This Amendment Agreement is intended to take effect as a sealed instrument. This Amendment Agreement and the respective rights and obligations hereunder of the parties hereto shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. (b) Headings. The headings of the sections and paragraphs of this Amendment Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment Agreement. (c) Counterparts. This Amendment Agreement may be executed in any number of counterparts but all of such counterparts shall together constitute but one agreement. In making proof of this Amendment Agreement, it shall not be necessary to produce or account for more than one counterpart signed by each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be entered into as of this 16th day of June, 1994. THE TRUST: MASSACHUSETTS FUEL INVENTORY TRUST By Shawmut Bank, N.A., not in its individual capacity but solely as Trustee of the Massachusetts Fuel Inventory Trust under the Trust Agreement dated as of June 22, 1990 as amended and in effect on the date hereof, between it and the Trustor and the Beneficiary named therein [Seal] By: Charles Dooley Title: Vice President Attest: Jill Olson THE NEW BANK: THE BANK OF NOVA SCOTIA By: Authorized Signatory Title: The Bank of Nova Scotia 101 Federal Street, 16th Floor Boston, Massachusetts 02110 Attention: Michael Bradley THE DEPARTING BANKS: THE BANK OF NEW YORK By:................................ Title: The Bank of New York 1 Wall Street, 19th Floor New York, New York 10286 Attention: Dean Stephan MELLON BANK, N.A. By: Mary Ellen Usher Title: Vice President Mellon Bank, N.A. 1 Mellon Bank Center, Room 4425 Pittsburgh, Pennsylvania 15258-0001 Attention: Mary Ellen Usher THE EXISTING BANKS: ABN AMRO BANK N.V., BOSTON BRANCH By: Lisa C. Sheehan Title: A.V.P. By: Authorized Signatory Title: E.V.P. ABN AMRO Bank N.V. One Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: R.E. James Hunter THE FIRST NATIONAL BANK OF BOSTON By: Daniel G. Head Jr. Title: Vice President The First National Bank of Boston 100 Federal Street Boston, Massachusetts 02110 Attention: Daniel G. Head SHAWMUT BANK, N.A. By: Philip Messina Title: Vice President Shawmut Bank, N.A. One Federal Street Boston, Massachusetts 02211 Attention: Philip A. Messina THE AGENT: THE FIRST NATIONAL BANK OF BOSTON, As Agent By: Daniel G. Head Jr. Title: Vice President The First National Bank of Boston 100 Federal Street Boston, Massachusetts 02110 Attention: Daniel G. Head EXHIBIT A REVOLVING CREDIT NOTE $_________ June 16, 1994 FOR VALUE RECEIVED, the undersigned Massachusetts Fuel Inventory Trust, a trust formed under the laws of Commonwealth of Massachusetts (the "Trust"), hereby absolutely and unconditionally promises to pay to the order of [_________________________________] (the "Bank") at the head office of The First National Bank of Boston, as Agent (the "Agent"), at 100 Federal Street, Boston, Massachusetts 02110: (a) on July 15, 1994, the principal amount of __________________ Dollars ($_________) or, if less, the aggregate unpaid principal amount of Advances made by the Bank to the Trust pursuant to the Credit Agreement (as hereinafter defined); and (b) interest on the principal from time to time outstanding from the date hereof through and including the date on which such principal amount is paid in full, at the times and at the rates provided in the Revolving Credit Agreement dated as of June 27, 1990, as amended or supplemented from time to time (the "Credit Agreement"), by and among the Trust, the Bank and such other banks or financial institutions that are or may become parties to the Credit Agreement from time to time in accordance with the provisions thereof (the Bank and such other banks being collectively referred to as the "Banks") and the Agent, as agent for the Banks. This Note evidences borrowings under, is subject to the terms and conditions of, and has been issued by the Trust in accordance with the terms of the Credit Agreement, and is one of the Revolving Credit Notes referred to therein. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement and may enforce the agreements of the Trust contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. This Note is secured by the Security Documents described in Section 6 of the Credit Agreement. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Bank is hereby irrevocably authorized by the Trust to endorse on the schedule attached to this Note or a continuation of such schedule attached hereto and made a part hereof, an appropriate notation evidencing advances and repayments of principal of this Note, provided that failure by the Bank to make any such notations shall not affect any of the Trust's obligations or the validity of any repayments made by the Trust in respect of this Note. The Trust has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement. If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Trust and every endorser and guarantor of this Note or the obligation represented hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. This Note shall be deemed to take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts and for all purposes shall be construed in accordance with such laws. IN WITNESS WHEREOF, Massachusetts Fuel Inventory Trust has caused this Note to be signed by its duly authorized Trustee as of the day and year first above written. MASSACHUSETTS FUEL INVENTORY TRUST By Shawmut Bank, N.A., not in its individual capacity but solely as Trustee of the Massachusetts Fuel Inventory Trust under the Trust Agreement dated as of June 22, 1990 as amended and in effect on the date hereof, between it and the Trustor and the Beneficiary named therein [Seal] By:................................ Title: Amount of Paid or Amount of Balance of Notation Date Loan Prepaid Principal Principal Unpaid Made By EXHIBIT B [LETTERHEAD OF DEPARTING BANK] as of June 16, 1994 Massachusetts Fuel Inventory Trust c/o Shawmut Bank, N.A., Trustee One Federal Street Boston, Massachusetts 02211 Attention: Officer in Charge-Corporate Trust Department Gentlemen: This is to evidence and confirm that, in consideration of payments on account of indebtedness made to us this date, you are hereby released and discharged by the undersigned from your Obligations (as defined in the Agreement as hereinafter defined) owing to the undersigned under (a) the Revolving Credit Agreement dated as of June 27, 1990 (as amended, the "Agreement") by and among Massachusetts Fuel Inventory Trust (the "Trust"), ABN AMRO Bank N.V., Boston Branch (the successor to Algemene Bank Nederland N.V., Cayman Islands Branch), The Bank of New York, The First National Bank of Boston, Mellon Bank, N.A. and Shawmut Bank, N.A. (collectively, the "Banks") and The First National Bank of Boston, as agent for the Banks, (b) that certain Revolving Credit Note dated as of July 27, 1993 issued by the Trust to the undersigned in the original principal amount of $6,000,000.00 (the "Revolving Credit Note") and (c) the other Loan Documents (as defined in the Agreement). The undersigned acknowledges full payment of all sums due by you to us under the Agreement, the Revolving Credit Note and such other Loan Documents. The undersigned also agrees to execute any further evidence of such discharge and release as you may reasonably request from time to time. Very truly yours, [DEPARTING BANK] By:........................... Title: [End of Exhibit 4C to Colonial Gas Company Form 10-Q for the period ended June 30, 1994] EX-4 5 [Exhibit 4D to Colonial Gas Company Form 10-Q for the period ended June 30, 1994] BOS-BUS:64015 FIFTH AMENDMENT Amendment Agreement dated as of July 13, 1994 by and among (a) MASSACHUSETTS FUEL INVENTORY TRUST, a trust organized under the Laws of the Commonwealth of Massachusetts (the "Trust"), (b) THE BANK OF NOVA SCOTIA, ABN AMRO BANK N.V., BOSTON BRANCH (the successor to Algemene Bank Nederland N.V., Cayman Islands Branch), THE FIRST NATIONAL BANK OF BOSTON and SHAWMUT BANK, N.A. (collectively, the "Banks"), (c) SHAWMUT BANK, N.A., in its capacity as co-agent for the Banks (the "Co-Agent"), and (d) THE FIRST NATIONAL BANK OF BOSTON, as agent for the Banks (the "Agent"). This Amendment Agreement is to amend certain of the provisions of the Revolving Credit Agreement dated as of June 27, 1990 (as amended, the "Agreement") by and among the Trust, the Banks and the Agent. Terms used but not specifically defined herein shall bear the same meanings herein as in the Agreement. This Amendment Agreement is the fifth amendment to the Agreement. The Trust has advised the Banks, the Co-Agent and the Agent that the Trust desires to increase the "Maximum Commitment" under the Company Credit Agreement from $40,000,000 to $75,000,000, to extend the Termination Date under and as defined in both the Agreement and the Company Credit Agreement and to make certain other changes in such agreements. The Banks, the Co-Agent and the Agent are prepared to agree to the requested increase in the Maximum Commitment to the Company Credit Agreement, the requested extension to the Termination Date (as such terms are defined in both the Agreement and the Company Credit Agreement) upon the terms and conditions set forth in this Amendment Agreement and to make certain other changes in such agreements. To accomplish the foregoing, the Trust, the Banks, the Co-Agent and the Agent agree as follows: 1. Amendments. The Agreement is amended in the following respects: (a) Preamble. The preamble is hereby amended by inserting after the parenthetical "(collectively the "Banks")" appearing therein a comma and the following reference: "SHAWMUT BANK, N.A., as co-agent for the Banks (the "Co-Agent")". (b) Section 1: Defined Term "Applicable C/D Rate Margin". The defined term "Applicable C/D Rate Margin" appearing in Section 1 of the Agreement is amended by substituting for the table appearing therein, the following table: Standard & Poor's Applicable C/D Rating Rate Margin A 0.325% A- 0.350% BBB+ 0.375% BBB 0.475% less than BBB 0.575% (c) Section 1: Defined Term "Applicable Eurodollar Rate Margin". The defined term "Applicable Eurodollar Rate Margin" appearing in Section 1 of the Agreement is amended by substituting for the table appearing therein, the following table: Standard & Poor's Applicable Eurodollar Rating Rate Margin A 0.200% A- 0.225% BBB+ 0.250% BBB 0.350% less than BBB 0.450% (d) Section 1: Defined Term "Applicable Facility Fee Rate". The defined term "Applicable Facility Fee Rate" appearing in Section 1 of the Agreement is amended by substituting for the table appearing therein, the following table: Standard & Poor's Applicable Facility Rating Fee Rate A 0.070% A- 0.090% BBB+ 0.100% BBB 0.120% less than BBB 0.220% (e) Section 1: Defined Term "Co-Agent". Section 1 of the Agreement is hereby amended by inserting therein immediately after the definition of "Closing Date" the following new definition: Co-Agent - has the meaning specified in the preamble. (f) Section 1: Defined Term "Domestic C/D Rate". The defined term "Domestic C/D Rate" appearing in Section 1 of the Agreement is deleted in its entirety and the following new definition is substituted therefor: Domestic C/D Rate - with respect to any interest period for any C/D Rate Advance, the annual rate of interest determined by the Agent to be the average (rounded upwards, if necessary to the nearest 1/100 of 1%) of the rates offered by the Agent in the secondary market at approximately 10:00 A.M. Boston time (or as soon thereafter as practicable) on the first day of the applicable Interest Period for the purchase at face value from the Agent of dollar certificates of deposit issued by it in an aggregate amount approximately equal or comparable to the amount of the C/D Rate Advance relating to such Interest Period and having a maturity equal to the applicable Interest Period. (g) Section 1: Defined Term "Extension Date". The defined term "Extension Date" appearing in Section 1 of the Agreement is deleted in its entirety. (h) Section 1: Defined Term "Termination Date". The defined term "Termination Date" appearing in Section 1 of the Agreement is amended by substituting for the reference therein to the date "July 15, 1994" a reference to "June 15, 1997". (i) Section 2.2(h). The parties hereto hereby acknowledge and agree that the definition of "Revolving Credit Notes" shall be deemed to include the Revolving Credit Notes delivered to the Banks pursuant to this Amendment Agreement and any promissory notes delivered pursuant to Section 5.2 of the Agreement as amended hereby. (j) Section 3.1. Section 3.1 of the Agreement is amended by substituting for the references to the dollar amount "$250,000" appearing in Section 3.1(d)(ii)(B), 3.1(f)(ii) and 3.1(h) thereof a reference to the dollar amount "$1,000". (k) Section 4.10. Section 4.10 of the Agreement is amended by inserting the following after the second sentence of paragraph (a) thereof: All payments by the Trust hereunder and under any of the other Loan Documents shall be made without setoff or counterclaim and free and clear of and without deduction for any taxes, levies, imposts, duties, charges, fees, deductions, withholdings, compulsory loans, restrictions or conditions of any nature now or hereafter imposed or levied by any jurisdiction or any political subdivision thereof or taxing or other authority therein unless the Trust is compelled by law to make such deduction or withholding. If any such obligation is imposed hereafter upon the Trust with respect to any amount payable by it hereunder or under any of the other Loan Documents, the Trust will pay to the Agent, for the account of the Banks or (as the case may be) the Agent, on the date on which such amount is due and payable hereunder or under such other Loan Document, such additional amount in dollars as shall be necessary to enable the Banks or the Agent to receive the same net amount which the Banks or the Agent would have received on such due date had no such obligation been imposed upon the Trust, provided that the foregoing obligation to pay such additional amounts shall not apply: (i) to any payment to a Bank if such Bank is not, on the date hereof (or on the date it becomes a Bank under this Agreement) and on the date of any change in the lending office of such Bank identified after its execution, entitled by virtue of its status as a non-resident alien to submit either a Form 1001 (relating to such Bank and entitling it to a complete exemption from withholding on all interest to be received by it hereunder in respect of the Advances) or Form 4224 (relating to all interest to be received by such Bank hereunder in respect of Advances) of the U.S. Department of Treasury, or (ii) to any item referred to in the preceding sentence that would not have been imposed but for the failure by such Bank to comply with applicable certification, information, documentation or other reporting requirements concerning the nationality, residence, identity or connections of such Bank with the United States if such compliance is required by statute or regulation of the United States as a precondition to relief or exemption from such item. The Trust will deliver promptly to the Agent certificates or other valid vouchers for all taxes or other charges deducted from or paid with respect to payments made by the Trust hereunder or under such other Loan Document. (l) Section 5.1. The text of Section 5.1 of the Agreement is deleted from the Agreement and the following is substituted in place thereof: Section 5.1. Amount of Commitment. The respective amount of each Bank's Commitment on the date hereof and its respective Commitment Percentage shall be as follows: Lender Amount of Commitment Commitment Percentage ABN AMRO Bank N.V., Boston Branch $3,200,000 10.67% The Bank of Nova Scotia $6,800,000 22.67% The First National Bank of Boston $10,000,000 33.33% Shawmut Bank, N.A. $10,000,000 33.33% (m) Section 5.2. The text of Section 5.2 of the Agreement is deleted from the Agreement and the following is substituted in place thereof: Section 5.2. Extension of Commitments. The Trust may, by written notice to the Banks and the Agent not less than sixty (60) days and not more than ninety (90) days prior to the Termination Date then in effect, request that the Termination Date be extended to a later date specified in such notice. The Agent shall notify the Trust as to whether all of the Banks have agreed to the extension of the Termination Date to such later date not later than thirty (30) days prior to the Termination Date then in effect. An extension to which all of the Banks have agreed shall become effective upon the receipt by the Banks not less than five (5) Business Days prior to the Termination Date then in effect of (a) executed promissory notes substantially in the form of Exhibit A hereto, and (b) an opinion of counsel to the Trust, satisfactory to the Banks and their counsel, as to the due authorization, execution and delivery by the Trust of such notice of extension and such promissory notes, the validity and binding effect as regards the Trust of this Agreement and the promissory notes so delivered, and there being no necessity for any authorization or approval by, or any filing or registration with, any public regulatory body (including, but without limitation, approval of the Department of Public Utilities of the Commonwealth of Massachusetts) for such extension and for the performance of this Agreement and the promissory notes so delivered (or, if any such action is necessary or required, stating that the same has been duly obtained or effected, and is valid and sufficient for the purpose and a true copy thereof is attached to such opinion). (n) Section 5.3. Section 5.3 of the Agreement is amended by substituting for the reference appearing in paragraph (c) thereof to "a letter agreement dated as of June 3, 1993, between the Company and the Agent" a reference to "a letter agreement dated as of May 31, 1994, between the Company and the Agent". (o) Section 8. Section 8 of the Agreement is amended by inserting after Section 8.2 thereof the following new Section 8.3: Section 8.3. Notes in Full Force and Effect. The Notes shall be in full force and effect, and the Trust shall have delivered to the Banks contemporaneously with its delivery of such Notes an opinion of counsel, satisfactory to the Banks, regarding the due authorization, execution and delivery of such Notes, the validity and binding effect of such Notes, and there being no necessity for any authorization or approval by, or any filing or registration with, any public regulatory body (including, but without limitation, approval of the Department of Public Utilities of the Commonwealth of Massachusetts) for the delivery of such Notes or the performance of such Notes. (p) Section 9. Section 9 of the Agreement is hereby amended by inserting at the end thereof the following new Section 9.16: Section 9.16. Environmental Matters. The Trust is in compliance in all material respects with all applicable state and federal environmental statutes and regulations, including, without limitation, the Clean Water Act of 1977, as amended, 33 U.S.C. Section 1251 et seq., the Resource Conservation and Recovery Act of 1976, 42 U.S.C. Section 6901 et seq. ("RCRA"), the Massachusetts Hazardous Waste Management Act, Massachusetts General Laws Annotated ch. 21C (West 1992) (the "Massachusetts Hazardous Waste Act"), the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. Section 9601 et seq. ("CERCLA"), and the Massachusetts Oil and Hazardous Material Release Prevention Act, Massachusetts General Laws Annotated ch. 21E (West 1992) (the "Massachusetts Oil and Hazardous Material Act"), except for such noncompliance which, in the judgment of the Trust, would not materially and adversely affect the business, prospects, earnings, properties or condition (financial or otherwise) of the Trust and, to its knowledge, has not acquired, incurred or assumed, directly or indirectly, any contingent liability in connection with the release of any toxic or hazardous waste or substance into the environment which, in the judgment of the Trust, would have a material adverse effect on the business, prospects, earnings, properties or condition (financial or otherwise) of the Trust. The Trust is not the subject of any evaluation, administrative proceedings, administrative consent orders, judicial proceedings or demand orders under CERCLA, or under the Massachusetts Oil and Hazardous Material Act which, in the judgment of the Trust, would have a material adverse effect on the business, prospects, earnings, properties or condition (financial or otherwise) of the Trust. (q) Section 11.3. Section 11.3 of the Agreement is hereby amended by substituting for the title of paragraph (d) thereof the following: "Notice of Default, Litigation and Environmental Matters" and by inserting at the end of such paragraph the following: The Trust will promptly give notice to the Agent and each of the Banks (i) of any violation of any federal, state or local statute, regulation, ordinance, order or decree relating to health, safety or the environment that the Trust reports in writing or is reportable by such Person in writing (or for which any written report supplemental to any oral report is made) to any federal, state or local environmental agency and that, in the judgment of the Trust, would materially and adversely affect the business, prospects, earnings, properties or condition (financial or otherwise) of the Trust, and (ii) upon becoming aware thereof, of any inquiry, proceeding, investigation or other action, including a notice from any agency of potential environmental liability, or any federal, state or local environmental agency or board that, in the judgment of the Trust, would materially and adversely affect the business, prospects, earnings, properties or condition (financial or otherwise) of the Trust. (r) Section 11.9. Section 11.9 of the Agreement is amended by deleting the following sentence: "All policies of insurance shall provide for thirty (30) days prior written minimum cancellation notice to the Agent." and by substituting in place therefor the following sentence: At least five (5) days before the expiration of any such policy, the Trust will (except as aforesaid) obtain a renewal of any policy about to expire or a new policy or policies operating as a renewal thereof, to the satisfaction of the Banks; provided, however, that the Trust will notify the Banks that a policy is being canceled by an insurer not later than ten (10) days prior to the effective date of such cancellation. (s) Section 16A. The Agreement is hereby amended by inserting immediately after Section 16 appearing therein the following new Section 16A: Section 16A. THE CO-AGENT. Notwithstanding anything to the contrary set forth herein, the Co-Agent shall be deemed to be the agent of the Banks in name only, and the Co-Agent shall not have any right, power, obligation, liability, responsibility or duty under this Agreement other than (a) those applicable to all Banks as such or (b) those otherwise applicable to Shawmut Bank, N.A. in its individual capacity. Each Bank acknowledges that it has not relied, and will not rely, on the Co-Agent in deciding to enter into this Agreement or in taking or not taking action hereunder. (t) Section 18. Section 18 is hereby amended by inserting at the end thereof the following: Notwithstanding anything in this Section 18 to the contrary, each Bank shall be permitted to assign any or all of its rights hereunder to any of its "bank" affiliates or to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act 12 U.S.C. Section 341, without the prior written consent of the Trust or the Agent, provided that such "bank" affiliate shall have total capital of not less than $100,000,000. If any assignee Bank is not incorporated under the laws of the United States of America or any state thereof, it shall, prior to the date on which any interest or fees are payable hereunder or under any of the other Loan Documents for its account, deliver to the Trust and the Agent a certification as to its exemption from deduction or withholding of any United States Federal income taxes. (u) Section 25. Section 25 of the Agreement is hereby amended as follows: (i) by inserting immediately after each reference therein to "this Agreement" the following "or any of the other Loan Documents", (ii) by deleting the conjunctive "and" at the end of paragraph (iv) thereof and by renumbering paragraph (v) as paragraph (vi), and (iii) by inserting the following new paragraph (v) after paragraph (iv) thereof: (v) no release of any of the Collateral granted by the Trust pursuant to the Security Documents shall be made; and (v) Section 30. The Agreement is hereby amended by inserting at the end thereof the following new Section 30: Section 30. WAIVER OF JURY TRIAL. The Trust hereby waives its right to a jury trial with respect to any action or claim arising out of any dispute in connection with this Agreement, the Notes or any of the other Loan Documents, any rights or obligations hereunder or thereunder or the performance of which rights and obligations. Except as prohibited by law and except in the case of gross negligence or willful misconduct, the Trust hereby waives any right it may have to claim or recover in any litigation referred to in the preceding sentence any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. The Trust (a) certifies that no representative, agent or attorney of any Bank or the Agent has represented, expressly or otherwise, that such Bank or the Agent would not, in the event of litigation, seek to enforce the foregoing waivers and (b) acknowledges that the Agent and the Banks have entered into this Agreement, the other Loan Documents to which the Trust is a party in reliance on, among other things, the waivers and certifications contained herein. (w) Exhibit A. Exhibit A to the Agreement is deleted in its entirety and the form of Exhibit A attached hereto is substituted therefor. The parties hereto hereby agree that each reference in the Agreement to the form of Exhibit A shall henceforth be to the form of Exhibit A attached to this Amendment Agreement. 2. Conditions to Effectiveness. The effectiveness of this Amendment Agreement and the obligations of the Banks to provide the financing accommodations contemplated hereby, shall be subject to the satisfaction of each of the following conditions precedent (the date on which all of the following conditions precedent shall have been met hereinafter referred to as, the "Effective Date"): (a) Representations and Warranties. Each of the representations and warranties made by or on behalf of the Trust to the Banks in Section 9 of the Agreement shall be true and correct in all material respects. (b) Performance, etc. The Trust shall have duly and properly performed, complied with and observed each of its covenants, agreements and obligations contained in the Agreement. No events shall have occurred or be continuing, and no condition shall exist, that constitutes an Event of Default or that would, with notice or the lapse of time, or both, constitute an Event of Default. (c) Proof of Authorization. The Agent shall have received from the Company (i) a copy, certified by the clerk of the Company to be true and complete on or as of the date of effectiveness of this Amendment Agreement, of the resolutions of the directors of the Company approving this Amendment Agreement and the Revolving Credit Notes to be delivered in connection herewith, and (ii) a copy of the letter from the Company to the Trustee of the Trust authorizing the Trustee to execute this Amendment Agreement. (d) Regulatory Approval. The Agent shall have received from the Trust a copy of any authorization or approval of any public regulatory body (including without limitation the DPU) required for the execution by the Trust of this Amendment Agreement and the Revolving Credit Notes or a copy of any letter from such regulatory body stating that no such approval shall be required. (e) Legal Opinions. The Agent shall have received a written legal opinion, addressed to the Banks, dated the date of the effectiveness of this Amendment Agreement, of counsel to the Trust. Such legal opinion shall be in form and substance satisfactory to the Banks. (f) Trustee's Certificate. The Trust shall have provided such certificates and other assurances in respect to its obligations and duties hereunder as shall be satisfactory to the Banks. (g) Receipt of Revolving Credit Notes. Each Bank shall have received an executed promissory note in form and substance satisfactory to such Bank and substantially in the form of Exhibit A hereto. (h) Amendment to Company Credit Agreement. Each Bank shall have received an executed Sixth Amendment to the Company Credit Agreement and all of the conditions precedent to the effectiveness thereof shall have been fully satisfied. 3. Transitional Arrangements. All fees owing or accruing under or in respect of the Agreement prior to the effectiveness of this Amendment Agreement shall be paid in accordance with the method, and on the date, specified in the Agreement as in effect immediately prior to the effectiveness hereof. Any C/D Rate Advance or Eurodollar Rate Advance outstanding on the date on which this Amendment Agreement becomes effective shall continue to bear interest at the Applicable C/D Rate Margin or the Applicable Eurodollar Rate Margin (as the case may be) as such terms were defined prior to the effectiveness of this Amendment Agreement for the remainder of the current Interest Period relating thereto. 4. Effect on Agreement. Except as, and to the extent, specifically amended by this Amendment Agreement, the Agreement shall remain in full force and effect and is hereby expressly ratified and confirmed in each and every respect. 5. Provisions of General Applications. (a) Governing Law. This Amendment Agreement is intended to take effect as a sealed instrument. This Amendment Agreement and the respective rights and obligations hereunder of the parties hereto shall be governed by and interpreted in accordance with the laws of the Commonwealth of Massachusetts. (b) Headings. The headings of the sections and paragraphs of this Amendment Agreement have been inserted for convenience of reference only and shall not be deemed to be a part of this Amendment Agreement. (c) Counterparts. This Amendment Agreement may be executed in any number of counterparts but all of such counterparts shall together constitute but one agreement. In making proof of this Amendment Agreement, it shall not be necessary to produce or account for more than one counterpart signed by each of the parties hereto. IN WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be entered into as of this 13th day of July, 1994. THE TRUST: MASSACHUSETTS FUEL INVENTORY TRUST By Shawmut Bank, N.A., not in its individual capacity but solely as Trustee of the Massachusetts Fuel Inventory Trust under the Trust Agreement dated as of June 22, 1990 as amended and in effect on the date hereof, between it and the Trustor and the Beneficiary named therein [Seal] By: Charles Dooley Title: Vice President Attest: Jill Olson THE BANKS: THE BANK OF NOVA SCOTIA By: M.R. Bradley Title: The Bank of Nova Scotia 101 Federal Street, 16th Floor Boston, Massachusetts 02110 Attention: Michael Bradley ABN AMRO BANK N.V., BOSTON BRANCH By: R.E. James Hunter Title: Vice President By: Authorized Signatory Title: Vice President ABN AMRO Bank N.V. One Exchange Place 53 State Street Boston, Massachusetts 02109 Attention: R.E. James Hunter THE FIRST NATIONAL BANK OF BOSTON By: Daniel G. Head Jr. Title: Vice President The First National Bank of Boston 100 Federal Street Boston, Massachusetts 02110 Attention: Daniel G. Head SHAWMUT BANK, N.A. By: Philip A. Messina Title: Vice President Shawmut Bank, N.A. One Federal Street Boston, Massachusetts 02211 Attention: Philip A. Messina THE CO-AGENT: SHAWMUT BANK, N.A., As Co-Agent By: Philip A. Messina Title: Vice President Shawmut Bank, N.A. One Federal Street Boston, Massachusetts 02211 Attention: Philip A. Messina THE AGENT: THE FIRST NATIONAL BANK OF BOSTON, As Agent By: Daniel G. Head Jr. Title: Vice President The First National Bank of Boston 100 Federal Street Boston, Massachusetts 02110 Attention: Daniel G. Head EXHIBIT A REVOLVING CREDIT NOTE $____________ ______, 199[_] FOR VALUE RECEIVED, the undersigned Massachusetts Fuel Inventory Trust, a trust formed under the laws of Commonwealth of Massachusetts (the "Trust"), hereby absolutely and unconditionally promises to pay to the order of [_________________________________] (the "Bank") at the head office of The First National Bank of Boston, as Agent (the "Agent"), at 100 Federal Street, Boston, Massachusetts 02110: (a) on [June 16, 1995 or, with respect to subsequent notes, the date which is 364 days from the date of such note], the principal amount of _______________________ Dollars ($_________) or, if less, the aggregate unpaid principal amount of Advances made by the Bank to the Trust pursuant to the Credit Agreement (as hereinafter defined); and (b) interest on the principal from time to time outstanding from the date hereof through and including the date on which such principal amount is paid in full, at the times and at the rates provided in the Revolving Credit Agreement dated as of June 27, 1990, as amended or supplemented from time to time (the "Credit Agreement"), by and among the Trust, the Bank and such other banks or financial institutions that are or may become parties to the Credit Agreement from time to time in accordance with the provisions thereof (the Bank and such other banks being collectively referred to as the "Banks"), Shawmut Bank, N.A., in its capacity as co-agent for the Banks, and the Agent. This Note evidences borrowings under, is subject to the terms and conditions of, and has been issued by the Trust in accordance with the terms of the Credit Agreement, and is one of the Revolving Credit Notes referred to therein. The Bank and any holder hereof is entitled to the benefits of the Credit Agreement and may enforce the agreements of the Trust contained therein, and any holder hereof may exercise the respective remedies provided for thereby or otherwise available in respect thereof, all in accordance with the respective terms thereof. This Note is secured by the Security Documents described in Section 6 of the Credit Agreement. All capitalized terms used in this Note and not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. The Bank is hereby irrevocably authorized by the Trust to endorse on the schedule attached to this Note or a continuation of such schedule attached hereto and made a part hereof, an appropriate notation evidencing advances and repayments of principal of this Note, provided that failure by the Bank to make any such notations shall not affect any of the Trust's obligations or the validity of any repayments made by the Trust in respect of this Note. The Trust has the right in certain circumstances and the obligation under certain other circumstances to prepay the whole or part of the principal of this Note on the terms and conditions specified in the Credit Agreement. If any one or more of the Events of Default shall occur, the entire unpaid principal amount of this Note and all of the unpaid interest accrued thereon may become or be declared due and payable in the manner and with the effect provided in the Credit Agreement. The Trust and every endorser and guarantor of this Note or the obligation represented hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance, default or enforcement of this Note, assent to any extension or postponement of the time of payment or any other indulgence, to any substitution, exchange or release of collateral and to the addition or release of any other party or person primarily or secondarily liable. This Note shall be deemed to take effect as a sealed instrument under the laws of the Commonwealth of Massachusetts and for all purposes shall be construed in accordance with such laws. IN WITNESS WHEREOF, Massachusetts Fuel Inventory Trust has caused this Note to be signed by its duly authorized Trustee as of the day and year first above written. MASSACHUSETTS FUEL INVENTORY TRUST By Shawmut Bank, N.A., not in its individual capacity but solely as Trustee of the Massachusetts Fuel Inventory Trust under the Trust Agreement dated as of June 22, 1990 as amended and in effect on the date hereof, between it and the Trustor and the Beneficiary named therein [Seal] By:................................ Title: Amount of Paid or Amount of Balance of Notation Date Loan Prepaid Principal Principal Unpaid Made By [End of Exhibit 4D to Colonial Gas Company Form 10-Q for the period ended June 30, 1994] -----END PRIVACY-ENHANCED MESSAGE-----