0000060653-95-000010.txt : 19950817 0000060653-95-000010.hdr.sgml : 19950817 ACCESSION NUMBER: 0000060653-95-000010 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 19950816 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL GAS CO CENTRAL INDEX KEY: 0000060653 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 041558100 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-61863 FILM NUMBER: 95564749 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 S-3 1 As filed with the Securities and Exchange Commission on August 16, 1995. REGISTRATION NO. 33- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ______________________ COLONIAL GAS COMPANY (Exact name of registrant as specified in its charter) Massachusetts 04-1558100 (State or other (I.R.S. Employer jurisdiction Identification Number) of incorporation or organization) 40 Market Street, Lowell, Massachusetts, 01852 (508) 458-3171 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ______________________ DENNIS W. CARROLL Vice President and Treasurer Colonial Gas Company 40 Market Street Lowell, Massachusetts 01852 (508) 458-3171 (Name, address, including zip code, and telephone number, including area code, of agent for service) Please send copies of all communications to: STANLEY KELLER, ESQ. DAVID P. FALCK, ESQ. Palmer & Dodge Winthrop, Stimson, Putnam & Roberts One Beacon Street One Battery Park Plaza Boston, Massachusetts 02108 New York, New York 10004 ______________________ Approximate date of commencement of proposed sale to the public: As soon as possible after the Registration Statement becomes effective. ______________________ If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.________ If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. x If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _______________ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. _______________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. x CALCULATION OF REGISTRATION FEE Title of each Amount to Proposed Proposed Amount of class of be maximum maximum registration securities to registered offering aggregate fee be registered price per offering unit price (1) (1)(2) Secured Medium $75,000,000 100% $75,000,000 $25,862.07 Term Notes (1) Estimated solely for the purpose of calculating the registration fee. (2) Or, if any Secured Medium Term Notes are issued at an original issue discount, such greater principal amount as shall result in an aggregate offering price equal to $75,000,000. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. Subject to completion, dated August 16, 1995 PROSPECTUS INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH JURISDICTION. $75,000,000 COLONIAL GAS COMPANY Secured Medium Term Notes, Series A Due from 9 months to 40 years from Date of Issue _________________________ Colonial Gas Company (the "Company") intends to offer, from time to time, up to $75,000,000 aggregate principal amount of its Secured Medium Term Notes, Series A (the "Notes") having various maturities from 9 months to 40 years from their dates of issue. The Notes will be issued only in fully registered form, without coupons, and will be denominated in U.S. dollars, in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. The Notes will bear interest at a fixed rate to be determined by the Company at or prior to the sale thereof and set forth in a pricing supplement relating to the Notes (a "Pricing Supplement"). Interest rates may vary with each Note issued by the Company. Unless otherwise specified in the applicable Pricing Supplement, interest on the Notes will be payable semiannually on February 15 and August 15 of each year, and at maturity or, if applicable, upon redemption at the option of the Company. The Notes will be issued as a new series of First Mortgage Bonds under the Company's Second Amended and Restated First Mortgage Indenture and, pursuant to such Indenture, secured by a lien on certain property owned by the Company. See "Description of Notes." The aggregate principal amount, interest rate, purchase price, maturity and redemption, if applicable, and any other material financial terms not described herein of each Note will be set forth in the applicable Pricing Supplement. Each Note will be issued as a Book-Entry Note and will be represented by a Global Note registered in the name of The Depository Trust Company, as Depositary, or its nominee, unless otherwise specified in the applicable Pricing Supplement. Beneficial interests in a Global Note will be shown on, and transfers thereof will be effected only through, records maintained by the Depositary and its participants. Owners of beneficial interests in a Global Note will not be considered holders thereof and will not be entitled to receive physical delivery of Notes in definitive form, except under circumstances described herein. See "Description of Notes - Book-Entry Notes." ________________________ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR BY ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS OR ANY PRICING SUPPLEMENT HERETO. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. Price to Agents' Proceeds to the Public Commission Company (2)(4) (1) (2)(3) Per Note 100% .125% - .750% 99.875% - 99.250% Total $75,000,000 $93,750 - $562,500 $74,906,250 - $74,437,500 (1) Unless otherwise indicated in a Pricing Supplement, the Notes will be issued at 100% of their principal amount. (2) The Company will pay to an Agent a commission ranging from .125% to .750% of the principal amount of any Note, depending on its stated maturity, sold through such Agent. The Company also may sell the Notes to an Agent at a discount for resale to one or more investors or other purchasers at varying prices related to prevailing market prices at the time of resale, as determined by such Agent. Unless otherwise indicated in a Pricing Supplement, any Note sold to an Agent as principal will be purchased by such Agent at a price equal to 100% of the principal amount thereof, less a percentage equal to the commission applicable to an agency sale of a Note of identical maturity, and may be resold by such Agent. The Notes may also be sold by the Company directly to investors, in which case no commission will be payable to any Agent. (3) The Company has agreed to indemnify the Agents against civil liabilities, including liabilities under the Securities Act of 1933, as amended. (4) Before deduction of expenses payable by the Company estimated at $180,000. ___________________________ The Notes are being offered on a continuing basis by the Company through the Agents, each of which has agreed to use its reasonable efforts to solicit purchases of the Notes. The Company reserves the right to sell the Notes directly to purchasers on its own behalf. The Company also may sell the Notes to the Agents acting as principal for resale to one or more purchasers. The Notes will not be listed on any securities exchange, and there can be no assurance that all or any portion of the Notes offered by this Prospectus will be sold or that there will be a secondary market for any of the Notes. The Company reserves the right to withdraw, cancel or modify the offer made hereby without notice. The Company or the Agent that solicits any offer may reject such offer to purchase Notes, in whole or in part. See "Plan of Distribution." ___________________________ Smith Barney Inc. A.G. Edwards & Sons, Inc. PaineWebber Incorporated ___________________________ The date of the Prospectus is __________ ___, 1995 IN CONNECTION WITH THE DISTRIBUTION OF NOTES UNDERWRITTEN BY AN AGENT ACTING AS PRINCIPAL, SUCH AGENT MAY OVERALLOT OR EFFECT TRANSACTIONS WITH A VIEW TO STABILIZING OR MAINTAINING THE MARKET PRICE OF THE NOTES AT LEVELS OTHER THAN THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN ANY OVER-THE-COUNTER MARKET OR OTHERWISE AND, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports and other information can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the following regional offices of the Commission: New York Regional Office, 7 World Trade Center, Suite 1300, New York, New York 10048, and Chicago Regional Office, 500 W. Madison Street, Suite 1400, Chicago, Illinois 60661; and copies of such material can be obtained from the Public Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents heretofore filed with the Commission pursuant to the Exchange Act are hereby incorporated in this Prospectus by reference and made a part hereof: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1994. 2. The Company's Quarterly Reports on Forms 10-Q for the quarters ended March 31, 1995 and June 30, 1995. All documents filed with the Commission by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and prior to the termination of the offering of the Notes shall be deemed to be incorporated in this Prospectus by reference and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Prospectus shall be deemed to be modified or superseded, for purposes of this Prospectus, to the extent that a statement contained in this Prospectus or in any other subsequently-filed document which also is or is deemed to be incorporated by reference in this Prospectus modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The information relating to the Company contained in this Prospectus summarizes, is based upon, or refers to information and financial statements contained in one or more of the documents incorporated by reference herein. Accordingly, such information contained herein is qualified in its entirety by reference to such incorporated documents and should be read in conjunction therewith. The Company hereby undertakes to provide without charge to each person to whom a copy of this Prospectus has been delivered, including any beneficial owner, upon the written or oral request of any such person, a copy of any or all of the documents referred to above which have been or may be incorporated in this Prospectus by reference, other than certain exhibits to such documents. Requests should be directed to Manager of Financial Services, Colonial Gas Company, 40 Market Street, Lowell, Massachusetts 01852 (Telephone: (508) 458-3171). THE COMPANY The Company, a Massachusetts corporation formed in 1849, is primarily a regulated natural gas distribution utility that serves approximately 136,000 customers in 24 cities and towns located northwest of Boston, Massachusetts and on Cape Cod. Through its wholly-owned energy trucking subsidiary, Transgas Inc. ("Transgas"), the Company also provides over-the-road transportation of liquified natural gas, propane and other commodities. References in this Prospectus to the Company do not, unless otherwise required by the context, refer to or include Transgas. The Company's combined natural gas distribution service areas cover approximately 622 square miles and have a year-round population of approximately 500,000. The Company is currently serving approximately 48% of potential customers in its service areas. Of its 136,000 customers, approximately 90% are residential accounts. The Company added 4,456 firm customers in 1994. Approximately 55% of such growth resulted from new construction in its service areas and approximately 45% resulted from conversions to gas from other energy sources for existing homes and businesses. The address of the Company's principal executive office is 40 Market Street, Lowell, Massachusetts 01852 (Telephone: (508) 458-3171). SELECTED FINANCIAL INFORMATION (Dollars in thousands) Twelve Months Year Ended Ended December 31, June 30, 1995 1992 1993 1994 (Unaudited) Operating Revenues $145,054 $166,261 $166,259 $154,216 Utility Operating Income $ 17,151 $ 18,890 $ 17,517(a) $ 17,152(a) Net Income $ 10,643 $ 12,022 $ 11,009(a) $ 9,114(a) Ratio of Earnings 3.08 3.18 2.92 2.38 to Fixed Charges(b) June 30, 1995 (Unaudited) Long-term Debt (excluding current portion) $ 75,035 Common Equity 104,566 Total Capitalization $179,601 __________________ (a) Includes effect of a restructuring charge recorded in December 1994 in the amount of $1,965,000 after tax. (b) Ratios of Earnings to Fixed Charges for the years ended December 31, 1990 and 1991 were 1.74 and 2.31, respectively. Fixed charges include the financing costs of the Company's gas inventories which the Massachusetts Department of Public Utilities allows to be fully recovered through the Cost of Gas Adjustment Clause and which are reported in the Company's consolidated statement of income as cost of gas sold. Fuel financing costs were $1,078, $671, $433, $390, $504 and $636 for the years ended December 31, 1990, 1991, 1992, 1993 and 1994, and for the twelve months ended June 30, 1995, respectively. USE OF PROCEEDS The net proceeds from the sale of the Notes offered hereby will be used for utility plant construction and, to the extent described in a Pricing Supplement, refunding of maturing long-term indebtedness, and for repayment of short-term bank debt incurred for such purposes. DESCRIPTION OF NOTES The following statements are a summary only, do not purport to be complete, and are subject to the detailed provisions of the Second Amended and Restated First Mortgage Indenture dated as of June 15, 1992 between the Company and The First National Bank of Boston, as Trustee (the "Trustee"), and indentures supplemental thereto, including the supplemental indenture creating the Notes, the form of which is filed as an exhibit to the Registration Statement of which this Prospectus is a part and to which reference is hereby made (collectively, the "Indenture"). This summary incorporates by reference the Indenture and is qualified in its entirety by such reference. Certain of the terms used below are used herein with the meanings ascribed to such terms by the Indenture. General The Notes will be issued as a new series of additional First Mortgage Bonds (the "Bonds") under the Indenture. The Notes will be limited in aggregate principal amount to $75,000,000. The Notes will be issued in fully registered form only, without coupons. The Notes will be issued in book-entry form (the "Book- Entry Notes"). The denominations of Notes will be $1,000 and multiples thereof. The Notes will be offered on a continuing basis and will mature from nine months to forty years from their issue dates. Each Note will bear interest at a fixed rate. The Notes will not have any conversion rights. The Pricing Supplement relating to the Notes will describe the following terms: (i) the purchase price of such Notes which may be expressed as a percentage of the principal amount at which such Notes will be issued; (ii) the date on which such Notes will be issued; (iii) the date on which the principal of such Notes will become due and payable; (iv) the rate per annum at which such Notes will bear interest; (v) the date or dates from which any such interest shall accrue; (vi) the terms for redemption, if any; and (vii) any other terms of such Notes not inconsistent with the Indenture. Payment of Principal and Interest The Notes will bear interest at a fixed rate from the later of their date of issue or the most recent date on which any interest has been paid or duly provided for at the fixed rate per annum specified therein and in the applicable Pricing Supplement, until the principal of such Notes is paid or made available for payment. Interest on the Notes will be payable semi-annually each February 15 and August 15 (unless otherwise indicated in the applicable Pricing Supplement) and at maturity or redemption. Each payment of interest will include interest accrued to but excluding the interest payment date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Principal of and interest on Notes will be paid in immediately available funds in the manner described below under "Book-Entry Notes." The principal of and premium, if any, and interest at maturity on all Notes will be paid in immediately available funds to the holders of record of such Notes (which, in the case of a Global Note (as defined herein) representing Book-Entry Notes, will be the Depositary (as defined herein) or its nominee) on the date of such payment as provided in the Indenture, provided that, in the case of Notes not represented by a Global Note, such Notes are presented to the Trustee in time for the Company to make such payments in such funds in accordance with its and the Trustee's normal procedures. The Company may use one or more paying agents. Redemption To the extent set forth in the applicable Pricing Supplement, the Notes may be redeemable, at the option of the Company, in whole or in part, at the redemption prices set forth therein. The Notes are also subject to redemption at the principal amount thereof, in whole or in part, through the application of eminent domain moneys or proceeds of insurance arising from loss or casualty. Except as may otherwise be specified in the applicable Pricing Supplement, notice of redemption shall be published or mailed to the registered owners of the Notes to be redeemed at least 30 days but not more than 60 days prior to the redemption date. Security The Indenture constitutes a first mortgage lien upon substantially all of the fixed property and franchises of the Company, consisting principally of gas distribution property, real estate and buildings, subject to permitted liens. The lien of the Indenture secures all Bonds (including the Notes) from time to time issued and outstanding under the Indenture, equally and ratably and without distinction as to series (except as to sinking funds and other analogous funds established for the exclusive benefit of a particular series). At June 30, 1995, the Company had $82,363,636 aggregate principal amount of Bonds outstanding, consisting of five separate series. These outstanding series of Bonds, and any future series of Bonds to the extent so designated at the time of their issue, are referred to in the Indenture as Prior Series Bonds, and as such are entitled, so long as they are outstanding, to approve certain actions and to waive certain restrictions under the Indenture. Except to the extent described below under "Restrictive Covenants" or specified in a Pricing Supplement, the Notes will not be designated as Prior Series Bonds. The Indenture subjects to the lien thereof property of the character initially mortgaged which is subsequently acquired by the Company. Such after-acquired property may be subject to prior liens which are outstanding or created at the time of such acquisition in an amount not in excess of 60% of the cost or fair value, whichever is less, of such after-acquired property, subject to an overall limit on debt secured by such prior liens. The property excepted from the lien of the Indenture consists principally of: cash and securities (unless deposited with the Trustee); contracts, accounts receivable, leases and operating agreements; equipment, spare parts, tools, materials, supplies and fuel held for sale, lease, use or distribution in the ordinary course of business of the Company; vehicles; leasehold interests and leasehold improvements; and other real and personal property which is not an integral part of the gas distribution operations of the Company. Neither the capital stock of Transgas nor any assets of Transgas are subject to the lien of the Indenture. The Company's principal plants and properties, insofar as they constitute real estate, are owned in fee; certain other facilities of the Company are located on premises held by the Company under leases, permits or easements; and the Company's gas distribution systems (which constitute a substantial portion of the Company's investment in physical property) are for the most part located under highways, streets, other public places or property owned by others for which permits, grants, easements, licenses or franchises (deemed satisfactory but without examination of underlying land titles) have been obtained. The Indenture provides that the Trustee shall have a lien on the mortgaged property, prior to the Bonds, for the payment of its reasonable compensation and expenses and for indemnity against certain liabilities. Issuance of Additional Bonds The maximum principal amount of Bonds which may be issued under the Indenture is not limited. Additional Bonds of any series may be issued from time to time, upon meeting the requirements of the Indenture, in principal amounts equal to: (1) 60% of the lesser of the cost or fair value of the net amount of additional property not previously funded, which means, in general terms, the fixed assets of the Company constituting "gas utility property" less any retirements; (2) the principal amount of Bonds which have been or are then being retired, and which have not previously been funded, plus certain excess sinking fund and similar payments; or (3) the amount of cash deposited with the Trustee for such purpose up to a maximum of $2,000,000 of cash held by the Trustee at any time. In order to issue Bonds based on additional property or cash, the Company must have net earnings during a 12 month period equal to at least twice the annual interest payments on all outstanding Bonds (including the Bonds proposed to be issued) and any other debt secured by a lien equal or superior to the lien of the Indenture, and at least 90% of the required net earnings must be from the Company's gas utility operations. This net earnings requirement also must be met for the issue of Bonds based on retired Bonds unless the Bonds being issued bear interest at a rate no higher than the retired Bonds or are issued no later than 3 years after the stated maturity of the retired Bonds. In addition to the foregoing, without the approval of the holders of 66 2/3% of the outstanding principal amount of each series of Prior Series Bonds, secured long-term debt of the Company, which would include Bonds with a maturity of more than one year, may not exceed 55% of the total capitalization of the Company. Total capitalization consists of long-term debt, preferred stock and common equity of the Company. The Company expects to issue the Notes primarily on the basis of additional property. At July 31, 1995, the Company had approximately $69,920,000 net amount of additional property and $10,548,864 of retired Bonds, entitling it in accordance with the provisions of the Indenture to issue approximately $52,500,000 of additional Bonds. Release of Property The Indenture provides for the release of property of the Company from the lien of the Indenture under various circumstances, so long as no default exists, based, in most circumstances, on the net proceeds received in connection with the disposition of the property being applied to acquire other gas utility property of at least equal value which becomes subject to the lien of the Indenture on being deposited with the Trustee. Restrictive Covenants The Indenture contains the following covenants for the benefit of the holders of all Bonds: Limitation on Encumbrances. The Company will not create or suffer any other encumbrance or lien upon the property subject to the lien of the Indenture except (i) certain routine permitted liens; (ii) liens on after-acquired property which do not exceed 60% of the cost or fair value, whichever is less, of the acquired property and which existed at the time of acquisition or were contemporaneously created to secure the purchase price, provided that such liens may not, except in certain circumstances, exceed 15% of the principal amount of outstanding Bonds without the consent of the holders of at least 66 2/3% of the principal amount of outstanding Bonds; and (iii) liens on after-acquired property acquired through a sale and leaseback transaction which complies with the debt restrictions described below. Reserve for Depreciation. The Company will maintain an annual reserve for depreciation of not less than 2% of its depreciable property (excluding certain discontinued gas manufacturing facilities). The Indenture also provides that, so long as any Prior Series Bonds are outstanding, the Company will not, without the consent of the holders of at least 66 2/3% of the principal amount of each series of Prior Series Bonds then outstanding: Dividend Restrictions. Make any restricted distributions to common stockholders unless the sum of restricted payments made on or after January 1, 1992 will not exceed 100% of the Company's net income available for common dividends from that date (reduced by certain stock repurchases in excess of net proceeds of stock sales), plus an amount which starts at $8,000,000 and increases to $12,500,000 when certain series of Prior Series Bonds cease to be outstanding. Debt Restrictions. Incur (i) any indebtedness for money borrowed unless all indebtedness for money borrowed (taking into account the proposed transaction) would not exceed 63% of the sum of short-term debt plus total capitalization of the Company or (ii) any secured long-term debt unless all secured long-term debt (taking into account the proposed transaction) would not exceed 55% of total capitalization. The foregoing restrictions would apply to the issuance of additional Bonds under the Indenture. Operating Lease Restrictions. Become liable as lessee or purchaser under any operating lease or installment purchase contract having a term of more than 3 years if the aggregate payments under all such operating leases and contracts in any 12 month period would exceed 3% of total capitalization of the Company. The determination of the status of leases in existence on December 31, 1991 as operating or capital leases is made as of that date. For purposes of the debt restrictions above, but not otherwise, the Notes will be considered Prior Series Bonds. Events of Default The Indenture provides generally that the following events constitute a default: (i) failure by the Company to pay the principal of any Bond when due; (ii) failure by the Company to pay interest on any Bond for a period of ten days after such payment is due; (iii) failure of the Company to pay any sinking, replacement or analogous fund installment when due; (iv) breach of certain representations, warranties and covenants of the Company (in the case of certain covenants, after a 30 day grace period); (v) failure to pay certain other indebtedness or failure to perform any covenant with respect to such indebtedness after any applicable grace period, the effect of which causes, or permits the holders thereof to cause, such indebtedness in an amount in excess of 3/4 of 1% of tangible net worth of the Company to become due prior to its stated maturity or permits the holders of such indebtedness to elect a majority of the board of directors of the Company; (vi) failure to perform any covenant relating to preferred stock of the Company, the effect of which would require, or permit the holders thereof to require, the Company to redeem such preferred stock prior to any mandatory redemption date; (vii) a final judgment against the Company in a specified material amount which remains unstayed for more than 60 days; and (viii) certain events of bankruptcy, insolvency and reorganization of the Company. The failure of the Company to redeem the Series CE Bonds at the request of the original owner of those Bonds in the event of a change of control of the Company (as defined in the supplemental indenture providing for the issue of Series CE Bonds) is also a default under the Indenture. If a default exists, the Trustee may and, at the request of the holders of at least 25% of the principal amount of the outstanding Bonds, shall declare all of the Bonds to be immediately due and payable, subject to the right of the holders of a majority of the principal amount of the outstanding Bonds to rescind such declaration if the default has been cured. The holders of at least 66 2/3% of the principal amount of the outstanding Bonds (including at least 60% in principal amount of Bonds of any Prior Series specially affected) may waive any default except a payment default or a lien default. Upon a default, all outstanding Bonds generally share ratably in accordance with the principal, premium, if any, and interest then owing on such outstanding Bonds. In addition to principal and interest, the Indenture provides that the holders of the Series CE and CH Bonds are entitled to receive upon default, a make-whole premium. Subject to provision for indemnification of the Trustee, the holders of a majority in principal amount of outstanding Bonds have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or exercising any trust or power conferred on the Trustee under the Indenture. No holder of any Bond will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder, unless such holder shall have previously given to the Trustee written notice of an existing default and unless also the holders of at least 25% in principal amount of the outstanding Bonds shall have made written request, and offered reasonable security or indemnity, to the Trustee to institute such proceeding as trustee, and the Trustee shall have failed to institute such proceeding within 30 days. However, the holder of any Bond will have an absolute right to receive payment of the principal of and premium, if any, and interest on such Bond on or after the due dates and to institute suit for the enforcement of any such payment. The Indenture requires the Company to certify to the Trustee at the time of the issuance of any Bonds whether there is a default in the performance or observance of any provision of the Indenture. The Indenture also requires an annual opinion of counsel as to the maintenance of the lien of the Indenture. Modification of the Indenture Modification and amendments of the Indenture may be made by the Company and the Trustee with the consent of the holders of at least 66 2/3% in principal amount of the outstanding Bonds of all series affected thereby and of each series affected thereby in a manner different than other affected series; provided, however, that no such modification or amendment may (i) without the consent of the holder of a Bond, affect or impair the obligation of the Company in respect of the principal of or premium and interest on such Bond or change the amount or rate or extend the time of such payment, or (ii) without the consent of the holders of all Bonds outstanding, reduce the percentage required for a modification or amendment or the creation, except as authorized, of a lien prior to or on a parity with the lien of the Indenture. The Company and the Trustee may agree to certain routine modifications and amendments of the Indenture without the consent of the holders of the Bonds, including modifications in regard to matters arising under the Indenture as may be necessary or desirable and not inconsistent with the security and protection intended to be conferred upon the Trustee and the Bondholders. Satisfaction and Discharge of the Indenture The Indenture provides that when, among other things, all Bonds not previously delivered to the Trustee for cancellation (i) have become due and payable, (ii) will become due and payable at their stated maturity within seven months, or (iii) are to be called for redemption within seven months, and the Company deposits or causes to be deposited with the Trustee a sum sufficient to pay the whole amount of the principal of and premium, if any, and interest due or to become due on the Bonds, then the Indenture will cease to be of further effect (except as to the Company's obligations to compensate, reimburse and indemnify the Trustee pursuant to the Indenture and certain other obligations), and the Company will be deemed to have satisfied and discharged the Indenture. Consolidation, Merger and Sale of Assets The Indenture does not prevent the consolidation or merger of the Company with or into any other corporation, or the merger into the Company of any other corporation, or the sale or lease by the Company of its assets substantially as an entirety, provided that (i) any consolidation, merger, sale or transfer shall be on terms that do not impair the lien of the Indenture or any of the rights or powers of the Trustee or the holders of the Bonds; (ii) the successor corporation shall expressly assume the due and punctual payment of the Bonds and the observance and performance of all covenants, conditions and provisions of the Indenture; (iii) immediately after a merger or consolidation, the surviving corporation shall be in compliance with the provisions of the Indenture in all material respects; and (iv) so long as the Series CH Bonds are outstanding, the successor corporation shall be able to incur $1.00 of additional indebtedness for borrowed money. See "Restrictive Covenants." Book-Entry Notes Unless otherwise specified in the applicable Pricing Supplement, the Notes will be issued in book-entry form ("Book-Entry Notes"). Upon issuance, all Book-Entry Notes having identical terms and provisions will be represented by a single global security (each, a "Global Note"). Unless otherwise specified in a Pricing Supplement, each Global Note representing Book-Entry Notes will be deposited with, or on behalf of, The Depository Trust Company (the "Depositary"), and registered in the name of a nominee of the Depositary. Except as set forth below, a Global Note may not be transferred except as a whole by the Depositary to a nominee of the Depositary or by a nominee of the Depositary to the Depositary or another nominee of the Depositary or any nominee to a successor of the Depositary or a nominee of such successor. The Depositary has advised the Company and the Agents that it is a limited-purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. The Depositary was created to hold securities of its participants and to facilitate the clearance and settlement of securities transactions among its participants in such securities through electronic book-entry changes in accounts of the participants, thereby eliminating the need for physical movement of securities certificates. The Depositary's participants include securities brokers and dealers (including the Agents), banks, trust companies, clearing corporations and certain other organizations, some of whom (and/or their representatives) own the Depositary. Access to the Depositary's book-entry system is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a participant, either directly or indirectly. Persons who are not participants may beneficially own securities held by the Depositary only through participants. Upon the issuance of Book-Entry Notes by the Company represented by a Global Note, the Depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of the Book-Entry Notes represented by such Global Note to the accounts of participants. The accounts to be credited shall be designated by the Agent through or by which such Book-Entry Notes are sold. Ownership of beneficial interests in a Global Note will be limited to participants or persons that may hold interests through participants. In addition, ownership of beneficial interests by participants in a Global Note will be evidenced only by, and the transfer of any such ownership interest will be effected only through, records maintained by the Depositary or its nominee for such Global Note. Ownership of beneficial interests in such a Global Note by persons that hold through participants will be evidenced only by, and the transfer of any such ownership interest within such participant will be effected only through, records maintained by such participant. The laws of some states require that certain purchasers of securities take physical delivery of such securities in certificated form. Such limits and such laws may impair the ability to transfer beneficial interests in a Global Note. So long as the Depositary, or its nominee, is the registered owner of a Global Note, the Depositary or its nominee, as the case may be, will be considered the sole owner or holder of the Book-Entry Notes represented by such Global Note for all purposes under the Indenture. Except as provided below, owners of beneficial interests in a Global Note representing Book-Entry Notes will not be entitled to have such Book-Entry Notes registered in their names, will not receive or be entitled to receive physical delivery of Notes in certificated form and will not be considered the owners or holders thereof under the Indenture. Accordingly, each person owning a beneficial interest in a Global Note must rely on the procedures of the Depositary and, if such person is not a participant, on the procedures of the participant through which such person owns its interest, to exercise any rights of a holder under the Indenture or such Global Note. The Company understands that, under existing industry practice, in the event that the Company requests any action of holders of Book-Entry Notes or an owner of a beneficial interest in a Global Note desires to take any action that the Depositary, as the holder of such Global Note, is entitled to take, the Depositary would authorize the participants to take such action and that the participants would authorize beneficial owners owning through such participants to take such action or would otherwise act upon the instructions of beneficial owners owning through them. Payments of principal, interest and premium, if any, on the Book-Entry Notes represented by one or more Global Notes will be made by the Company through the Trustee to the Depositary, or its nominee, as the case may be, as the registered owner of such Global Note or Notes. Neither the Company nor the Trustee will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial ownership interests. The Company expects that the Depositary, upon receipt of any payment of principal, interest and premium, if any, in respect of a Global Note, will credit immediately the accounts of the related participants with payment in amounts proportionate to their respective holdings in principal amount of beneficial interests in such Global Note as shown on the records of the Depositary. The Company also expects that payments by participants to owners of beneficial interests in a Global Note will be governed by standing customer instructions and customary practices, as is now the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such participants. The Company will issue Notes in certificated form in exchange for Global Notes representing Book-Entry Notes only if (i) the Depositary is at any time unwilling or unable to continue as depositary and a successor depositary is not appointed by the Company within 90 days, (ii) the Company at any time determines not to have Book-Entry Notes represented by one or more Global Notes, or (iii) a default under the Indenture has occurred and is continuing. In any such instance, an owner of a beneficial interest in any Global Note will be entitled to physical delivery of Notes in certificated form which are equal in principal amount to such beneficial interest and to have such Notes registered in its name. Such Notes so issued will be issued in registered form only without coupons and in denominations of $1,000 and multiples thereof. If notes are issued in certificate form, the Company will execute a supplemental indenture providing for such certificates and, among other things, establishing appropriate record dates for the payment of interest. The information above concerning the Depositary and the Depositary's book-entry system has been obtained from the Depositary. None of the Company, the Trustee or the Agents takes responsibility for the accuracy or completeness thereof. None of the Company, the Trustee or any agent for payment on or registration of transfer or exchange of any Global Note will have any responsibility or liability for any aspect of the records relating to or payments made on account of beneficial interests in such Global Note or for maintaining, supervising or reviewing any records relating to such beneficial interests. Concerning the Trustee The First National Bank of Boston, as Trustee under the Indenture, is the trustee for Bonds of the Company currently outstanding under the Indenture. It has from time to time and may continue to provide loans to the Company in the ordinary course of business. CERTAIN TAX CONSIDERATIONS The following summarizes certain United States Federal income tax considerations that may be relevant to a holder of Notes and is based on laws, existing Treasury regulations, rulings, judicial decisions and other authorities as of the date hereof, all of which are subject to change. Prospective investors should consult their own tax advisors in determining their tax consequences from purchasing, holding or disposing of Notes, including the application to their particular situations of the tax considerations discussed below, and in determining the application of state, local or other tax laws as well as prospects for changes in Federal income tax laws or interpretations. Payments of interest on a Note (other than an OID Note, as discussed below) will generally be taxable to a holder as gross income at the time it is paid or accrued in accordance with the holder's method of tax accounting. A Note may be issued for an amount less than its stated redemption price at stated maturity, and that difference may give rise to original issue discount ("OID"). Notes issued with OID are referred to as "OID Notes." Holders of OID Notes should be aware that they must, in general, include OID income on an accrual method, i.e., in advance of the related cash payments. Notice will be given in the applicable Pricing Supplement when the Company determines that a particular Note will be an OID Note. PLAN OF DISTRIBUTION Under the terms of a Distribution Agreement between the Agents and the Company, the Notes are being offered on a continuing basis by the Company through the Agents, which have agreed to use their reasonable efforts to solicit offers to purchase the Notes. The Notes will be issued at 100% of the principal amount thereof, unless otherwise indicated in the applicable Pricing Supplement. The Company will pay to the Agents a commission of from .125% to .750% of the principal amount of each Note, depending on its maturity, sold through the Agents. The Company has reserved the right to appoint other agents, upon 30 days' prior written notice to the Agents, but only if such other agent agrees to be bound by the terms of the Distribution Agreement; any such other agents will be named in the appropriate Pricing Supplement. The Company and the Agents will have the right to accept offers to purchase Notes and may reject any such offer, in whole or in part. The Company also may sell Notes to any Agent, acting as principal, at a discount to be agreed upon at the time of sale, for resale to one or more investors or to another broker-dealer (acting as principal for purposes of resale) at varying prices related to prevailing market prices at the time of such resale, as determined by such Agent. An Agent may resell a Note purchased by it as principal to another broker-dealer at a discount, provided such discount does not exceed the commission or discount received by such Agent from the Company in connection with the original sale of such Note. The Company may also sell Notes directly to investors on its own behalf at a price to be agreed upon at the time of sale. In the case of sales made directly by the Company, no commission or discount will be paid or allowed. The Notes will not have an established trading market when issued and will not be listed on any securities exchange. The Agents may make a market in the Notes but are not obligated to do so and may discontinue any market-making at any time without notice. There can be no assurance of a secondary market for any Notes or that any Notes will be sold. The Agents, whether acting as agent or principal, and dealers to which the Agents may sell for resale to investors or other purchasers may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). The Company has agreed to indemnify the Agents against certain civil liabilities, including liabilities under the Securities Act, or to contribute to payments the Agents may be required to make in respect thereof. The Company also has agreed to reimburse the Agents for certain expenses. The Agents have in the past performed, and in the future may perform, various services for the Company in the ordinary course of business. LEGAL OPINIONS The validity of the Notes will be passed upon for the Company by Palmer & Dodge, counsel to the Company, One Beacon Street, Boston, Massachusetts, and certain legal matters will be passed upon for the Agents by Winthrop, Stimson, Putnam & Roberts, One Battery Park Plaza, New York, New York. EXPERTS The financial statements and schedules included in the Company's Annual Report on Form 10-K for the year ended December 31, 1994, incorporated by reference in this Prospectus and in the Registration Statement, have been audited by Grant Thornton LLP, independent auditors, as indicated in their reports with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in giving said reports. No dealer, salesperson or any other person has been authorized to give any information or to make any $75,000,000 representation not contained in this Prospectus (including any accompanying Pricing Colonial Gas Supplement) and, if given or Company made, such information or representation must not be ________________ relied upon as having been authorized by the Company or by any of the Agents. This Prospectus (including any SECURED MEDIUM TERM accompanying Pricing NOTES, SERIES A Supplement) does not constitute an offer to sell or a solicitation of any offer to ________________ buy any of the securities offered hereby or thereby in any jurisdiction to any person PROSPECTUS to whom it is unlawful to make such offer in such jurisdiction. Neither the _______ __, 1995 delivery of this Prospectus by the Company or any of the Agents nor any sale made Smith Barney Inc. hereunder shall, under any circumstances, create any A.G. Edwards & Sons, Inc. implication that there has been no change in the affairs PaineWebber Incorporated of the Company since the date hereof or that the information contained or incorporated by reference herein is correct as of any time subsequent to its date. _______________ TABLE OF CONTENTS Page Available Information Incorporation of Certain Information by Reference The Company Selected Financial Information Use of Proceeds Description of Notes Certain Tax Considerations Plan of Distribution Legal Opinions Experts PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 14. Other Expenses of Issuance and Distribution. Expenses of the registrant in connection with the issuance and distribution of the securities being registered, other than underwriting discounts and commission, are estimated (except as noted below) to amount to the following: Registration Fee (actual) $ 25,862 Printing 2,000 Legal services and expenses 70,000 Accounting fees and expenses 12,000 Blue Sky fees and expenses 3,000 Rating agency fees 57,500 Charges of trustee, transfer agent and registrar 5,000 Miscellaneous 4,638 Total $180,000 Item 15. Indemnification of Directors and Officers. Section 67 of Chapter 156B of the Massachusetts General Laws (made applicable to the registrant by Section 4 of Chapter 164) authorizes the registrant to indemnify directors and officers to the extent provided by its articles of organization or a by-law or vote adopted by the stockholders. Pursuant to that authority, the registrant's By-laws provide that, subject to the limitations of Section 67, the Company will indemnify each person who may serve or who has served at any time as a director or officer of the Company or of any of its subsidiaries, or who at the request of the Company may serve or at any time has served as a director, officer or trustee of, or in a similar capacity with, another organization or an employee benefit plan, against all expenses and liabilities (including counsel fees, judgments, fines, excise taxes, penalties and amounts payable in settlements) reasonably incurred by or imposed upon such person in connection with any threatened, pending or completed action, suit or other proceeding, whether civil, criminal, administrative or investigative, in which he may become involved by reason of his serving or having served in such capacity (other than a proceeding voluntarily initiated by such person unless he is successful on the merits, the proceeding was authorized by the Company or the proceeding seeks a declaratory judgment regarding his own conduct); provided that as to any matter disposed of by a compromise payment by such person, pursuant to a consent decree or otherwise, the payment and indemnification thereof have been approved by the Company, which approval shall not unreasonably be withheld, or by a court of competent jurisdiction. Such indemnification includes payment by the Company of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall be adjudicated to be not entitled to indemnification, which undertaking may be accepted without regard to the financial ability of such person to make repayment. The indemnification provided by the Company's By-laws is expressly not exclusive of any other rights to which a director or officer may be entitled by contract or otherwise under law, and inures to the benefit of the heirs, executors and administrators of such a person. The Company's Restated Articles of Organization eliminate directors' personal liability to the Company and its stockholders for monetary damages for breaches of fiduciary duty, except in circumstances involving (i) breach of the director's duty of loyalty to the Company or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) violations of the corporate statutory limitations on distributions to stockholders or loans to insiders, and (iv) transactions from which the director derived an improper personal benefit. The Company maintains an insurance policy for itself and its directors and officers covering certain liabilities which may arise as a result of actions or omissions of such directors and officers. The Distribution Agreement provides that each of the Agents named therein will indemnify the Company's directors, the officers who sign this Registration Statement and certain controlling persons against certain liabilities, including certain liabilities under the Securities Act of 1933. Item 16. Exhibits The following designated exhibits are, as indicated below, either filed herewith or have been heretofore filed with the Securities and Exchange Commission and are incorporated herein by reference. Exhibit Exhibit Number Reference 1 Form of Distribution Agreement. Filed herewith as Exhibit 1. 4a Restated Articles of Organization Incorporated herein Colonial Gas Company, dated April by reference. 19, 1989, as amended on July 16, 1992 and supplemented by a certificate of vote of Directors establishing a series of a class of stock filed on November 30, 1993, filed as Exhibit 3(a) to Form 10-K of the Registrant for the year ended December 31, 1993. 4b By-Laws of Colonial Gas Company, as Incorporated herein amended to date, filed as Exhibit by reference. 3(b) to Form 10-K of the Registrant for the year ended December 31, 1993. 4c Second Amended and Restated First Incorporated herein Mortgage Indenture, dated as of June by reference. 15, 1992, filed as Exhibit 4(b) to Form 10-Q of the Registrant for the quarter ended June 30, 1992. 4d First Supplemental Indenture, dated Incorporated herein as of June 15, 1992, filed as by reference. Exhibit 4(c) to Form 10-Q of the Registrant for the quarter ended June 30, 1992. 4e Action substituting The First Filed herewith as National Bank of Boston as Trustee. Exhibit 4e. 4f Form of Second Supplemental Filed herewith as Indenture, dated as of August 1, Exhibit 4f. 1995 relating to the Secured Medium Term Notes, Series A. 4g Form of Secured Medium Term Note, Included in Exhibit Series A. 4f. 5 Opinion of Palmer & Dodge as to the Filed herewith as legality of the securities. Exhibit 5. 12 Statement re: Computation of Ratio Filed herewith as of Earnings to Fixed Charges. Exhibit 12. 23a Consent of Grant Thornton LLP. Filed herewith as Exhibit 23a. 23b Consent of Palmer & Dodge. Included in Exhibit 5. 25 Statement of Eligibility of Trustee Filed herewith as on Form T-1. Exhibit 25. Item 17. Undertakings (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post- effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant to the provisions described under Item 15 above or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereby, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lowell, Commonwealth of Massachusetts, on this 16th day of August, 1995. COLONIAL GAS COMPANY F. L. Putnam, III, President and Chief Executive Officer Power of Attorney We, the undersigned officers and directors of Colonial Gas Company, hereby severally constitute and appoint Dennis W. Carroll and Timothy A. Clark and each of them singly, our true and lawful attorneys-in-fact, with full power of substitution, to them in any and all capacities, to sign any amendments to this Registration Statement on Form S-3, including any post-effective amendments thereto, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact may do or cause to be done by virtue hereof. Witness our hands and common seal on the dates set forth below. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated. Officers: Principal Executive Officer: Date: F. L. Putnam, III, President and August 16, 1995 Chief Executive Officer Principal Financial Officer: Nickolas Stavropoulos, August 16, 1995 Executive Vice President-Finance, Marketing and Chief Financial Officer Principal Accounting Officer: Dennis W. Carroll, Vice President August 16, 1995 and Treasurer FORM S-3 Directors: Date: V.W. Baur August 16, 1995 A.C. Dudley August 16, 1995 J.P. Harrington August 16, 1995 H.C. Homeyer August 16, 1995 R.L. Hull August 16, 1995 D.H. LeVan, Jr. August 16, 1995 K.R. Lydecker August 16, 1995 F.L. Putnam, Jr. August 16, 1995 F.L. Putnam, III August 16, 1995 J.F Reilly, Jr. August 16, 1995 A.B. Sides, Jr. August 16, 1995 M.M. Stapleton August 16, 1995 N. Stavropoulos August 16, 1995 C.O. Swanson August 16, 1995 G.E. Wik August 16, 1995 EXHIBIT INDEX Exhibit Page No. Description 1 Form of Distribution Agreement 4a Restated Articles of Organization of Colonial Gas Company, dated April 19, 1989, as amended on July 16, 1992 and supplemented by a certificate of vote of Directors establishing a series of class stock filed on November 30, 1993, filed as Exhibit 3(a) to Form 10-K of the Registrant for the year ended December 31, 1993 4b By-Laws of Colonial Gas Company, as amended to date, filed as Exhibit 3(b) to Form 10-K of the Registrant for the year ended December 31, 1993 4c Second Amended and Restated First Mortgage Indenture, dated as of June 15, 1992, filed as Exhibit 4(b) to Form 10-Q of the Registrant for the quarter ended June 30, 1992 4d First Supplemental Indenture, dated as of June 15, 1992, filed as Exhibit 4(c) to Form 10-Q of the Registrant for the quarter ended June 30, 1992 4e Action substituting the First National Bank of Boston as Trustee 4f Form of Second Supplemental Indenture, dated as of August 1, 1995, related to the Secured Medium Term Notes, Series A 4g Form of Secured Medium Term Note, Series A 5 Opinion of Palmer & Dodge as to the legality of the securities 12 Statement re: Computation of Ratio of Earnings to Fixed Charges 23a Consent of Grant Thornton LLP 23b Consent of Palmer & Dodge 25 Statement of Eligibility of Trustee on Form T- 1 [END OF FORM S-3] EX-1 2 [EXHIBIT 1 TO FORM S-3] COLONIAL GAS COMPANY Secured Medium Term Notes, Series A Due Not Less Than 9 Months from Date of Issue DISTRIBUTION AGREEMENT ________ ___, 1995 SMITH BARNEY INC. 388 Greenwich Street New York, New York 10013 A.G. EDWARDS & SONS, INC. One North Jefferson Avenue St. Louis, Missouri 63103 PAINEWEBBER INCORPORATED 1285 Avenue of the Americas 14th Floor New York, New York 10019 Ladies and Gentlemen: Colonial Gas Company, a Massachusetts corporation (the "Company"), confirms its agreement with Smith Barney Inc., A.G. Edwards & Sons, Inc. and PaineWebber Incorporated (each referred to as an "Agent" and collectively referred to as the "Agents") with respect to the issue and sale by the Company of its Secured Medium Term Notes, Series A (the "Notes"). The Notes are to be issued as a new series of first mortgage bonds under the Company's Second Amended and Restated First Mortgage Indenture to The First National Bank of Boston (as successor to State Street Bank and Trust Company), as trustee (the "Trustee"), dated as of June 15, 1992, as heretofore supplemented and as it is to be further supplemented by a Second Supplemental Indenture, dated as of August 1, 1995 (the "Supplemental Indenture"), (said Indenture, as heretofore supplemented and as it is to be further supplemented, being hereinafter referred to as the "Mortgage"). As of the date hereof, the Company has authorized the issuance and sale of up to $75,000,000 aggregate principal amount of Notes through the Agents pursuant to the terms of this Agreement. It is understood, however, that the Company may from time to time authorize the issuance of additional Notes and that such additional Notes may be sold through or to the Agents pursuant to the terms of this Agreement, all as though the issuance of such Notes were authorized as of the date hereof. This Agreement provides both for the sale of Notes by the Company directly to purchasers, in which case the Agents will act as agents of the Company in soliciting Note purchases, and (as may from time to time be agreed to by the Company and the applicable Agent) to an Agent as principal for resale to purchasers. On August ___, 1995, the Company filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-3 (No. 33-_____) under the Securities Act of 1933, as amended (the "1933 Act"), relating to $75,000,000 aggregate principal amount of the Notes and the offering thereof from time to time in accordance with Rule 415 of the rules and regulations of the SEC under the 1933 Act (the "1933 Act Regulations"). Such registration statement has been declared effective by the SEC and the Mortgage has been qualified under the Trust Indenture Act of 1939, as amended (the "1939 Act"). Such registration statement (and any further registration statements which may be filed by the Company for the purpose of registering additional Notes and in connection with which this Agreement is included or incorporated by reference as an exhibit) and the prospectus constituting a part thereof, and any prospectus or pricing supplements relating to the Notes, including all documents incorporated therein by reference pursuant to Item 12 of Form S-3 under the 1933 Act, as from time to time amended or supplemented by the filing of documents pursuant to the Securities Exchange Act of 1934, as amended (the "1934 Act"), the 1933 Act or otherwise, are referred to herein as the "Registration Statement" and the "Prospectus", respectively, except that if any revised prospectus shall be provided to the Agents by the Company for use in connection with the offering of the Notes which is not required to be filed by the Company pursuant to Rule 424(b) of the 1933 Act Regulations, the term "Prospectus" shall refer to such revised prospectus from and after the time it is first provided to an Agent for such use. Section 1. Appointment as Agents. (a) Appointment of Agents. Subject to the terms and conditions stated herein and subject to the reservation by the Company of the right to sell Notes directly on its own behalf, the Company hereby appoints the Agents as its agents for the purpose of soliciting purchases of the Notes from the Company by others and agrees that, except as otherwise contemplated herein, whenever the Company determines to sell Notes directly to an Agent as principal for resale to others, it will enter into a Terms Agreement (as defined herein) relating to such sale in accordance with the provisions of Section 3(b) hereof. The Agents are authorized to appoint a sub-agent or to engage the services of any other broker or dealer in connection with the offer or sale of the Notes. The Company agrees that, during the period the Agents are acting as the Company's agents hereunder, the Company will not contact or solicit potential investors introduced to it by an Agent to purchase the Notes. The Company may appoint, upon 30 days'prior written notice to the Agents, additional persons to serve as Agents hereunder, but only if each such additional person agrees to be bound by all of the terms of this Agreement as an Agent. (b) Reasonable Efforts Solicitations; Right to Reject Offers. Upon receipt of instructions from the Company, each Agent will use its reasonable efforts to solicit purchases of such principal amount of the Notes as the Company and such Agent shall agree upon from time to time during the term of this Agreement, it being understood that the Company shall not approve the solicitation of purchases of Notes in excess of the amount which shall be authorized by the Company from time to time or in excess of the principal amount of Notes registered pursuant to the Registration Statement. The Agents will have no responsibility for maintaining records with respect to the aggregate principal amount of Notes sold, or of otherwise monitoring the availability of Notes for sale under the Registration Statement. Each Agent will communicate to the Company, orally or in writing, each offer to purchase Notes, other than those offers rejected by such Agent. Each Agent shall have the right, in its discretion reasonably exercised, to reject any proposed purchase of Notes, as a whole or in part, and any such rejection shall not be deemed a breach of such Agent's agreement contained herein. The Company may accept or reject any proposed purchase of the Notes, in whole or in part. (c) Solicitations as Agent; Purchases as Principal. In soliciting purchases of the Notes on behalf of the Company, the Agents shall act solely as agents for the Company and not as principal. An Agent shall make reasonable efforts to assist the Company in obtaining performance by each purchaser whose offer to purchase Notes has been solicited by such Agent and accepted by the Company. The Agents shall not have any liability to the Company in the event any such purchase is not consummated for any reason. An Agent shall not have any obligation to purchase Notes from the Company as principal, but each Agent may agree from time to time to purchase Notes as principal. Any such purchase of Notes by an Agent as principal shall be made pursuant to a Terms Agreement in accordance with Section 3(b) hereof. (d) Reliance. The Company and each Agent agree that any Notes the placement of which such Agent arranges shall be placed by such Agent, and any Notes purchased by such Agent shall be purchased, in reliance on the representations, warranties, covenants and agreements of the Company contained herein and on the terms and conditions and in the manner provided herein. Section 2. Representations and Warranties. (a) The Company represents and warrants to each Agent as of the date hereof, as of the date of each acceptance by the Company of an offer for the purchase of Notes (whether through an Agent as agent or to an Agent as principal), as of the date of each delivery of Notes (whether through such Agent as agent or to the Agent as principal) (the date of each such delivery to an Agent as principal being hereafter referred to as a "Settlement Date"), and as of any time that the Registration Statement or the Prospectus shall be amended or supplemented or there is filed with the SEC any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of Notes under the Registration Statement, unless the Agents shall otherwise specify) (each of the times referenced above being referred to herein as a "Representation Date") as follows: (i) Due Incorporation and Qualification. The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Massachusetts with corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus; and the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (ii) Subsidiaries. Each subsidiary of the Company which is a significant subsidiary (each, a "Significant Subsidiary") as defined in Rule 405 of Regulation C of the 1933 Act Regulations has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Prospectus and is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; and all of the issued and outstanding capital stock of each Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and, except for directors' qualifying shares, is owned by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance, claim or equity. (iii) Registration Statement and Prospectus. At the time the Registration Statement became effective, the Registration Statement complied, and as of the applicable Representation Date will comply, in all material respects with the requirements of the 1933 Act, the 1933 Act Regulations, the 1939 Act and the rules and regulations of the SEC promulgated thereunder (the "1939 Act Regulations"). The Registration Statement, at the time it became effective, did not, and at each time thereafter at which any amendment to the Registration Statement becomes effective, any Annual Report on Form 10-K is filed by the Company with the SEC and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. The Prospectus, as of the date hereof, does not, and as of each Representation Date, will not, contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, however, that the representations and warranties in this subsection shall not apply to statements in or omissions from the Registration Statement or Prospectus made in reliance upon and in conformity with information furnished to the Company in writing by the Agents expressly for use in the Registration Statement or Prospectus or to any statements in or omissions from the Statement of Eligibility of the Trustee under the Mortgage on Form T-1 (the "Form T-1") (iv) Incorporated Documents. The documents incorporated by reference in the Prospectus, at the time they were or hereafter are filed with the SEC, complied or when so filed will comply, as the case may be, in all material respects with the requirements of the 1934 Act and the rules and regulations promulgated thereunder (the "1934 Act Regulations"), and, when read together and with the other information in the Prospectus, did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were or are made, not misleading. (v) Accountants. Grant Thornton LLP, the accountants who certified the financial statements included or incorporated by reference in the Prospectus, are independent public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations (hereinafter, the "Accountants"). (vi) Financial Statements. The financial statements and any supporting schedules of the Company and its consolidated subsidiaries incorporated by reference in the Registration Statement and the Prospectus present fairly the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated and the consolidated results of their operations for the periods specified; and, except as stated therein, said financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis; and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. (vii) Authorization and Validity of this Agreement, the Mortgage and the Notes. This Agreement has been duly authorized and, upon execution and delivery by the Agents, will be a valid and binding agreement of the Company; the Mortgage has been duly authorized and qualified under the 1939 Act and constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); the Notes have been duly and validly authorized for issuance, offer and sale pursuant to this Agreement and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Mortgage against payment of the consideration therefor specified in the Prospectus or pursuant to any Terms Agreement in accordance with Section 3(b) hereof, the Notes will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting enforcement of mortgagees' and other creditors' rights and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law); the Notes and the Mortgage will be substantially in the form heretofore delivered to the Agents and conform in all material respects to all statements relating thereto contained in the Prospectus; and the Notes will be entitled to the benefits provided and security afforded by the Mortgage. (viii) Material Changes or Material Transactions. Since the respective dates as of which information is given in the Registration Statement and the Prospectus, except as may otherwise be stated therein or contemplated thereby, (a) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business and (b) there have been no transactions entered into by the Company or any of its subsidiaries, other than those in the ordinary course of business, which are material to the Company and its subsidiaries considered as one enterprise. (ix) No Defaults. Neither the Company nor any of its Significant Subsidiaries is in violation of its charter or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in the Mortgage or any other material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which it is a party or by which it or any of them or their properties is bound; the execution and delivery of this Agreement and the Supplemental Indenture and the consummation of the transactions contemplated herein, therein and pursuant to any applicable Terms Agreement have been duly authorized by all necessary corporate action and will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, any material contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound or to which any of the property or assets of the Company or any such subsidiary is subject (except pursuant to the Mortgage), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any applicable law, administrative regulation or administrative or court order or decree applicable to the Company or any such subsidiary. (x) Legal Proceedings; Contracts. Except as may be set forth in the Registration Statement and the Prospectus, there is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or, to the knowledge of the Company, threatened against or affecting, the Company or any of its subsidiaries, which might, in the opinion of the Company, result in any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, or might materially and adversely affect the properties or assets thereof or might materially and adversely affect the consummation of this Agreement or any Terms Agreement; and there are no contracts or documents of the Company or any of its subsidiaries which are required to be filed as exhibits to the Registration Statement by the 1933 Act or by the 1933 Act Regulations which have not been so filed. (xi) Authorization, Approval or Consent Required. The Company is subject to the jurisdiction of the Massachusetts Department of Public Utilities (the "DPU") which is vested with powers of supervision, regulation and control over various matters including the issuance of securities. No authorization, approval or consent of any court or governmental authority or agency is necessary in connection with the sale by the Company of the Notes hereunder, except (i) for such order[s] as are required to be issued by the DPU authorizing the issuance and sale of the Notes on terms consistent with this Agreement and any applicable Terms Agreement, which order[s] have been obtained and are in full force and effect, and (ii) as otherwise may be required under the 1933 Act, the 1939 Act, the 1933 Act Regulations or state securities or Blue Sky laws. (xii) Title to Property. The Company and its subsidiaries have good and marketable title in fee simple (or its equivalent under applicable law) to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Registration Statement and the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries which are material to the business of the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries. (xiii) Statutory Authority, Franchises, Permits, Easements and Consents. The Company and its subsidiaries have statutory authority, franchises, permits, easements and consents free from unduly burdensome restrictions and adequate for the conduct of the respective businesses in which they are engaged. (xiv) No Labor Disputes. Except as set forth in the Registration Statement and the Prospectus, no labor disturbance by the employees of the Company or any subsidiary exists or is imminent which might be expected to materially adversely affect the conduct of the business, operations, financial condition or income of the Company and its subsidiaries considered as one enterprise. (xv) Public Utility Holding Company Act. Neither the Company nor any of its subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of such a "subsidiary company" within the meaning of the Public Utility Holding Company Act of 1935, as amended (the "1935 Act"). (xvi) Environmental and Other Matters. Except as set forth in the Registration Statement and the Prospectus, neither the Company nor its subsidiaries (in the case of matters relating to environmental protection, occupational safety and health and equal employment opportunity, to the best of its knowledge) (a) is in violation of any laws, ordinances, governmental rules and regulations to which it is subject or (b) has failed to obtain any licenses, permits, franchises or other governmental authorizations, necessary to the ownership of its property or to the conduct of its business, which violation or such failure to obtain could reasonably be expected to materially adversely affect the business, business prospects, profits, properties or condition (financial or otherwise) of the Company and its subsidiaries considered as one enterprise. (xvii) Contingent Liabilities. To the best knowledge of the Company, after reasonable investigation, the Company and its subsidiaries have no material contingent liability which is not disclosed in the Registration Statement and the Prospectus, including the financial statements and related notes. (b) Additional Certifications. Any certificate signed by any director or officer of the Company and delivered to the Agents or to counsel for the Agents in connection with an offering of Notes or the sale of Notes to an Agent as principal shall be deemed a representation and warranty by the Company to the Agents as to the matters covered thereby on the date of such certificate and at each Representation Date subsequent thereto. Section 3. Solicitations as Agent; Purchases as Principal. (a) Solicitations as Agent. On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each Agent agrees, as the agent of the Company, to use its reasonable efforts to solicit offers to purchase the Notes from time to time as requested by the Company upon the terms and conditions set forth herein and in the Prospectus. The Company reserves the right, in its sole discretion, to suspend solicitation of purchases of the Notes through an Agent, as agent, commencing at any time for any period of time or permanently. Upon receipt of instructions from the Company, such Agent will forthwith suspend solicitation of purchases from the Company until such time as the Company has advised such Agent that such solicitation may be resumed. The Company agrees to pay each Agent a commission, in the form of a discount, equal to the applicable percentage of the principal amount of each Note sold by the Company as a result of a solicitation made by such Agent as set forth in Schedule A hereto. An Agent may reallow any portion of the commission payable pursuant hereto to dealers or purchasers in connection with the offer and sale of any Notes. The purchase price, interest rate, maturity date and other terms of the Notes shall be agreed upon by the Company and the Agents and set forth in a pricing supplement to the Prospectus to be prepared following each acceptance by the Company of an offer for the purchase of Notes. Except as may be otherwise provided in such pricing supplement to the Prospectus, the Notes will be issued in denominations of $1,000 or any larger amount that is an integral multiple of $1,000. All Notes sold through an Agent as agent will be sold at 100% of their principal amount unless otherwise agreed to by the Company and such Agent. (b) Purchases as Principal. Each sale of Notes to an Agent as principal shall be made in accordance with the terms contained herein and (unless the Company and such Agent shall otherwise agree) pursuant to a separate agreement which will provide for the sale of such Notes to, and the purchase and reoffering thereof by, such Agent. Each such separate agreement (which may be an oral agreement) between such Agent and the Company is herein referred to as a "Terms Agreement". Unless the context otherwise requires, each reference contained herein to "this Agreement" shall be deemed to include any applicable Terms Agreement between the Company and the applicable Agent. Each such Terms Agreement, whether oral or in writing, shall be with respect to such information (as applicable) as is specified in Exhibit A hereto. An Agent's commitment to purchase Notes as principal pursuant to any Terms Agreement or otherwise shall be deemed to have been made on the basis of the representations and warranties of the Company herein contained and shall be subject to the terms and conditions herein set forth. Each Terms Agreement shall specify the principal amount of Notes to be purchased by such Agent pursuant thereto, the price to be paid to the Company for such Notes (which, if not so specified in a Terms Agreement, shall be at a discount equivalent to the applicable commission set forth in Schedule A hereto), the time and place of delivery of and payment for such Notes, any provisions relating to rights of, and default by purchasers acting together with such Agent in the reoffering of the Notes, and such other provisions (including further terms of the Notes) as may be mutually agreed upon. Each Agent may utilize a selling or dealer group in connection with the resale of the Notes purchased. Such Terms Agreement shall also specify the requirements for the officers' certificate, opinions of counsel and comfort letter pursuant to Sections 7(b), 7(c) and 7(d) hereof. (c) Administrative Procedures. The Notes will be issued in accordance with the Administrative Procedures specified in Exhibit B hereto as may be amended from time to time by written agreement between the Agents and the Company (the "Procedures"). The Agents and the Company agree to perform the respective duties and obligations specifically provided to be performed by them in the Procedures. Section 4. Covenants of the Company. The Company covenants and agrees with each Agent as follows: (a) Notice of Certain Events. The Company will notify the Agents immediately (i) of the effectiveness of any amendment to the Registration Statement (which shall not include the filing of any document pursuant to the 1934 Act), (ii) of the receipt of any comments from the SEC with respect to the Registration Statement or the Prospectus, (iii) of any request by the SEC for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information, (iv) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for that purpose, and (v) of the issuance of any further order of the DPU affecting the offer and sale of the Notes as contemplated by this Agreement. The Company will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment. (b) Notice of Certain Proposed Filings. The Company will give the Agents notice of its intention to file or prepare any additional registration statement with respect to the registra tion of additional Notes, any amendment to the Registration Statement (which shall not include the filing of any document pursuant to the 1934 Act) or any amendment or supplement to the Prospectus, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, and, in any case, including the filing of any document pursuant to the 1934 Act, will furnish the Agents with copies of any such amendment or supplement or other documents proposed to be filed or prepared a reasonable time in advance of such proposed filing or preparation, as the case may be, and will not file any such amendment or supplement or other documents in a form to which the Agents or counsel for the Agents shall reasonably object. (c) Copies of the Registration Statement and the Prospectus. The Company will deliver to the Agents as many signed and conformed copies of the Registration Statement (as originally filed) and of each amendment thereto (including exhibits filed therewith or incorporated by reference therein and documents incorporated by reference in the Prospectus) as the Agents may reasonably request. The Company will furnish to the Agents as many copies of the Prospectus (as amended or supplemented) as the Agents shall reasonably request so long as the Agents are required to deliver a Prospectus in connection with sales or solicitations of offers to purchase the Notes. (d) Preparation of Pricing Supplements. The Company will prepare, with respect to any Notes to be sold through or to any Agent pursuant to this Agreement, a Pricing Supplement with respect to such Notes in a form previously approved by such Agent and will file such Pricing Supplement pursuant to Rule 424(b)(3) under the 1933 Act not later than the close of business of the SEC on the fifth business day after the date on which such Pricing Supplement is first used. (e) Prospectus Revisions -- Material Changes. Except as otherwise provided in subsection (l) of this Section 4, if at any time during the term of this Agreement any event shall occur or condition exist as a result of which it is necessary, in the reasonable opinion of counsel for the Agents or counsel for the Company, to further amend or supplement the Prospectus in order that the Prospectus will not include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, or if it shall be necessary, in the reasonable opinion of either such counsel, to amend or supplement the Registration Statement or the Prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations, immediate notice shall be given, and confirmed in writing, to the Agents to cease the solicitation of offers to purchase the Notes in the Agents' capacity as agents and to cease sales of any Notes the Agents may then own as principal pursuant to a Terms Agreement, and the Company will promptly prepare and file with the SEC such amendment or supplement, whether by filing documents pursuant to the 1934 Act, the 1933 Act or otherwise, as may be necessary to correct such untrue statement or omission or to make the Registration Statement and Prospectus comply with such requirements. (f) Prospectus Revisions -- Periodic Financial Information. Except as otherwise provided in subsection (l) of this Section 4, on or prior to the date on which there shall be released to the general public interim financial statement information related to the Company with respect to each of the first three quarters of any fiscal year or preliminary financial statement information with respect to any fiscal year, the Company shall furnish such information to the Agents, confirmed in writing, and, if such information is required to be described or is proposed to be described by the Company in a filing under the 1933 Act or the 1934 Act, shall cause the Prospectus to be amended or supplemented to include or incorporate by reference financial information with respect thereto and corresponding information for the comparable period of the preceding fiscal year, as well as such other information and explanations as shall be necessary for an understanding thereof or as shall be required by the 1933 Act or the 1933 Act Regulations. (g) Prospectus Revisions -- Audited Financial Information. Except as otherwise provided in subsection (l) of this Section 4, on or prior to the date on which there shall be released to the general public financial information included in or derived from the audited financial statements of the Company for the preceding fiscal year, the Company shall cause the Registration Statement and the Prospectus to be amended, whether by the filing of documents pursuant to the 1934 Act, the 1933 Act or otherwise, to include or incorporate by reference such audited financial statements and the report or reports, and consent or consents to such inclusion or incorporation by reference, of the Accountants with respect thereto, as well as such other information and explanations as shall be necessary for an understanding of such financial statements or as shall be required by the 1933 Act or the 1933 Act Regulations. (h) Earning Statements. The Company will make generally available to its security holders as soon as practicable, but not later than 90 days after the close of the period covered thereby, an earning statement (in form complying with the provisions of Rule 158 under the 1933 Act Regulations) covering each twelve month period beginning, in each case, not later than the first day of the Company's fiscal quarter next following the "effective date" (as defined in such Rule 158) of the Registration Statement with respect to each sale of Notes. (i) Blue Sky Qualifications. The Company will endeavor, in cooperation with the Agents, to qualify the Notes for offering and sale under the applicable securities laws of such states and other jurisdictions of the United States as the Agents may designate and as shall be subject to the reasonable approval of the Company, and will maintain such qualifications in effect for as long as may be required for the distribution of the Notes; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will file such statements and reports as may be required by the laws of each jurisdiction in which the Notes have been qualified as above provided. The Company will promptly advise the Agents of the receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any such state or jurisdiction or the initiating or threatening of any proceeding for such purpose. (j) 1934 Act Filings. The Company, during the period when the Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act in compliance with the 1934 Act and the 1934 Act Regulations. (k) Stand-Off Agreement. If required pursuant to the terms of a Terms Agreement, between the date of any Terms Agreement and the Settlement Date with respect to such Terms Agreement, the Company will not, without the applicable Agent's prior consent, offer or sell, or enter into any agreement to sell, any debt securities of the Company (other than the Notes that are to be sold pursuant to such Terms Agreement, bank borrowings, leases and commercial paper in the ordinary course of business). (l) Suspension of Certain Obligations. The Company shall not be required to comply with the provisions of subsections (e), (f) or (g) of this Section 4 or the provisions of subsections (b), (c) or (d) of Section 7 during any period from the time (i) the Agents shall have suspended solicitation of purchases of the Notes in their capacity as agents pursuant to a request from the Company and (ii) the Agents shall not then hold any Notes as principal purchased pursuant to a Terms Agreement, to the time the Company shall determine that solicitation of purchases of the Notes should be resumed or shall subsequently enter into a new Terms Agreement with any of the Agents. However, prior to instructing the Agents to resume the solicitation of offers to purchase Notes or prior to entering into a new Terms Agreement, the Company shall be required to comply with the provisions of subsections (b), (c) and (d) of Section 7, by delivering or causing to be delivered the certificates, opinions or letters which would have otherwise been required under each such subsection unless the Agents otherwise determine in their sole discretion that such documents in respect of prior periods need not be delivered. (m) Condition to Agency Transactions. Any person who has agreed to purchase Notes as the result of an offer to purchase solicited by an Agent shall have the right to refuse to purchase and pay for such Notes if, on the related settlement date fixed pursuant to the Procedures, (i) there has been, since the date on which such person agreed to purchase the Notes (the "Trade Date"), or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business or (ii) the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the Trade Date shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company. Section 5. Conditions of Obligations. The obligations of each Agent to solicit offers to purchase the Notes as agent of the Company, the obligations of any purchasers of the Notes sold through each Agent as agent, and any obligation of an Agent to purchase Notes pursuant to a Terms Agreement or otherwise will be subject to the accuracy of the representations and warranties on the part of the Company herein and to the accuracy of the statements of the Company's officers made in any certificate furnished pursuant to the provisions hereof, to the performance and observance by the Company of all its covenants and agreements herein contained and to the following additional conditions precedent: (a) Legal Opinions. On the date hereof, the Agents shall have received the following legal opinions, dated as of the date hereof and in form and substance satisfactory to the Agents: (1) Opinion of Company Counsel. The opinion of Palmer & Dodge, counsel to the Company, to the effect that: (i ) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the Commonwealth of Massachusetts. (ii) The Company has corporate power and authority to own, lease and operate its properties and to conduct its business as described in the Registration Statement and the Prospectus. (iii) To the best of such counsel's knowledge, the Company is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise. (iv) Each Significant Subsidiary of the Company (as identified by the Company) has been duly incorporated and is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has corporate power and authority to own, lease and operate its properties and conduct its business as described in the Registration Statement, and, to the best of such counsel's knowledge, is duly qualified as a foreign corporation to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to so qualify and be in good standing would not have a material adverse effect on the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise; all of the issued and outstanding capital stock of each such Significant Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable, and, except for directors' qualifying shares, is owned of record and, to the best of such counsel's knowledge, beneficially by the Company, directly or through subsidiaries, and, to the best of such counsel's knowledge, free and clear of any mortgage, pledge, lien, encumbrance, claim or equity. (v) This Agreement has been duly and validly authorized, executed and delivered by the Company. (vi) The Supplemental Indenture has been duly and validly authorized, executed and delivered by the Company and, as amended by the Supplemental Indenture, the Mortgage constitutes a valid and binding agreement of the Company, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagees' or other creditors' rights and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law). (vii) The Notes are in due and proper form, have been duly authorized for issuance, offer and sale pursuant to this Agreement and the Mortgage and, when issued, authenticated and delivered pursuant to the provisions of this Agreement and the Mortgage against payment of the consideration therefor, will constitute valid and legally binding obligations of the Company, enforceable in accordance with their terms, except as enforcement thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization or other similar laws affecting enforcement of mortgagee's and other creditors' rights and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law), and each holder of Notes will be entitled to the benefits provided and security afforded by the Mortgage ratably with the holders of all other first mortgage bonds issued thereunder. (viii) The statements and summaries of documents in the Prospectus under the caption "Description of Notes" are accurate in all material respects. (ix) The Mortgage is qualified under the 1939 Act. (x) The Registration Statement is effective under the 1933 Act and, to the best of such counsel's knowledge, no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act or proceedings therefor initiated or threatened by the SEC. (xi) At the time the Registration Statement became effective, the Registration Statement (other than financial statements and other financial or statistical data included or incorporated by reference therein and the Form T-1, as to which no opinion need be rendered) complied as to form in all material respects with the requirements of the 1933 Act, the 1939 Act, the 1933 Act Regulations and the 1939 Act Regulations. (xii) To the best of such counsel's knowledge, there are no legal or governmental proceedings pending or threatened which are required to be disclosed in the Prospectus, other than those that are disclosed therein. (xiii) To the best of such counsel's knowledge, neither the Company nor any of its Significant Subsidiaries is in violation of its charter or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in the Mortgage or any other contract, indenture, mortgage, loan agreement, note or lease identified by management as being material to the Company to which it is a party or by which it or any of them or their properties may be bound. To the best of such counsel's knowledge, the execution and delivery of this Agreement and of the Mortgage, and the consummation by the Company of the transactions contemplated by this Agreement and the Notes and the incurrence of the obligations therein contemplated will not conflict with or constitute a breach of, or default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its Significant Subsidiaries pursuant to, any contract, indenture, mortgage, loan agreement, note, lease or other instrument identified by management as being material to the Company and to which the Company or any of its subsidiaries is a party or by which it or any of them is bound or to which any of the property or assets of the Company or any such subsidiary is subject (except pursuant to the Mortgage), nor will such action result in any violation of the provisions of the charter or by-laws of the Company or any such subsidiary or any applicable law, administrative regulation or administrative or court order or decree applicable to the Company or any such subsidiary. (xiv) To the best of such counsel's knowledge, there are no contracts, indentures, mortgages, loan agreements, notes, leases or other instruments or documents required to be described or referred to in the Registration Statement or to be filed as exhibits thereto other than those described or referred to therein or filed or incorporated by reference as exhibits thereto. (xv) The DPU has authorized the issuance and sale of the Notes; such authorization, to the best of such counsel's knowledge, is still in force and effect and is sufficient for the issuance and sale of the Notes; the issuance and sale of the Notes as contemplated herein are in conformity with the terms of such authorization; no appeal of such authorization can affect the validity of any Notes issued hereunder; and no other consent, approval, authorization, order or decree of any court or governmental agency or body is required for the consummation by the Company of the transactions contemplated by this Agreement, except such as may be required under the 1933 Act, the 1939 Act, the 1933 Act Regulations or state securities or Blue Sky laws. (xvi) Each document filed pursuant to the 1934 Act and incorporated by reference in the Prospectus complied when filed as to form in all material respects with the 1934 Act and the 1934 Act Regulations thereunder. (xvii) The Company and its subsidiaries have the statutory authority, franchises, permits, easements and consents adequate to conduct the businesses in which they are respectively engaged without legal restrictions that would materially affect their ability to so conduct such business. (xviii) Neither the Company nor any of its subsidiaries is a "holding company", or a "subsidiary company" of a "holding company", or an "affiliate" of a "holding company" or of such a "subsidiary company" within the meaning of the 1935 Act. (2) Opinion of Local Counsel for the Company. The opinion of local counsel to the Company, who shall be reasonably acceptable to the Agents, to the effect that: (i) The Company has good and clear record and marketable title to its parcels of real estate and personal property constituting fixtures described in such opinion and subject, or intended to be subject, to the lien of the Mortgage free of encumbrances except the lien of the Mortgage, liens for current taxes not yet due and minor exceptions which, in the opinion of such counsel, are of the nature ordinarily found in properties of similar character and magnitude and which cannot in any substantial way interfere with their use in the operation of the business of the Company. (ii) The Mortgage contains descriptions of the parcels of real estate and personal property constituting fixtures described in such opinion and included therein adequate to subject them to the lien of the Mortgage. (iii) The Mortgage has been duly recorded as a real estate mortgage, duly filed as a chattel mortgage and financing statements consisting of a true copy of the Mortgage or incorporating the Mortgage by reference to documents already on record have been duly filed in all offices in which such recording or filing is necessary in order to create, and the Mortgage does create, a valid, direct first mortgage lien on and perfected security interest in all property described in such opinion and specifically or generally described or referred to in the Mortgage as subject to the lien of the Mortgage, subject to no prior lien except as stated in the Mortgage and except for encumbrances permitted by the Mortgage and subject to current taxes not yet due; and no further filing, recording or refiling or rerecording is necessary except as specified in such opinion in order to maintain such valid, direct first mortgage lien. In giving its opinion required by clause (i) of this subsection, such local counsel may rely on substantially equivalent prior opinions of counsel to the Company with respect to properties described as subject to the lien of the Mortgage as of the date of the First Supplemental Indenture to the Mortgage, provided that such counsel, in its opinion, identify such prior opinions and state that it believes that such prior opinions are satisfactory in form and scope. (3) Opinion of Counsel for the Agents. The opinion of Winthrop, Stimson, Putnam & Roberts, counsel for the Agents, covering the matters referred to in subparagraph (1) under the subheadings (v), (vi), (vii), (ix), (x) and (xi) above. In giving such opinion, counsel for the Agents (i) need not opine as to the Company's title to properties or the nature and extent of the lien of the Mortgage and (ii) may rely as to all matters of Massachusetts law and legal conclusions based thereon, upon the opinion of Palmer & Dodge. (4) In giving their opinions required by subsection (a)(1) and (a)(3) of this Section 5, Palmer & Dodge and Winthrop, Stimson, Putnam & Roberts shall each additionally state that nothing has come to their attention that would lead them to believe that the Registration Statement, at the time it became effective, and if an amendment to the Registration Statement or an Annual Report on Form 10-K has been filed by the Company with the SEC subsequent to the effectiveness of the Registration Statement, then at the time such amendment became effective or at the time of the most recent such filing, and at the date hereof, or (if such opinion is being delivered in connection with a Terms Agreement) at the date of any Terms Agreement and at the Settlement Date with respect thereto, as the case may be, contains or contained an untrue statement of a material fact or omits or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading or that the Prospectus, as amended or supplemented at the date hereof, or (if such opinion is being delivered in connection with a Terms Agreement pursuant to Section 3(b) hereof) at the date of any Terms Agreement and at the Settlement Date with respect thereto, as the case may be, contains an untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Such counsel need not render an opinion with respect to financial statements and other financial or statistical data included or incorporated by reference in the Registration Statement or the Prospectus, as to the part of the Registration Statement that constitutes the Statement of Eligibility of the Trustee under the Mortgage on Form T-1 and as to the information contained in the Prospectus under the caption "Description of Notes--Book-Entry Notes." (b) Officers' Certificate. At the date hereof the Agents shall have received a certificate of the President or any Vice President and the chief financial officer, chief accounting officer, treasurer or controller of the Company and dated as of the date hereof, to the effect that (i) since the respective dates as of which information is given in the Registration Statement and the Prospectus or since the date of any applicable Terms Agreement, there has not been any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business except as set forth therein, (ii) the other representations and warranties of the Company contained in Section 2 hereof are true and correct with the same force and effect as though expressly made at and as of the date of such certificate, (iii) the Company has performed or complied with all agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date of such certificate, (iv) no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been initiated or threatened by the SEC, and (v) the DPU order[s] issued relating to the issuance and the sale of the Notes are in full force and effect and sufficient to authorize the issuance and sale of the Notes. (c) Comfort Letter. On the date hereof (and subject to the Agents providing such representations to the Accountants as may be necessary under SAS No. 72), the Agents shall have received a letter from the Accountants dated as of the date hereof and in form and substance satisfactory to the Agents, to the effect that: (i) They are independent public accountants with respect to the Company and its subsidiaries within the meaning of the 1933 Act and the 1933 Act Regulations. (ii) In their opinion, the consolidated financial statements and supporting schedules of the Company and its subsidiaries examined by them and incorporated by reference in the Registration Statement comply as to form in all material respects with the applicable accounting requirements of the 1933 Act and the 1933 Act Regulations with respect to registration statements on Form S-3 and the 1934 Act and the 1934 Act Regulations. (iii) They have performed procedures specified by the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 71, Interim Financial Information, not constituting an audit, including a reading of the latest available interim financial statements of the Company and its indicated subsidiaries, a reading of the minute books of the Company and such subsidiaries since the end of the most recent fiscal year with respect to which an audit report has been issued, inquiries of and discussions with certain officials of the Company and such subsidiaries responsible for financial and accounting matters with respect to the unaudited consolidated financial statements included in the Registration Statement and Prospectus and the latest available interim unaudited financial statements of the Company and its subsidiaries, and such other inquiries and procedures as may be specified in such letter, and on the basis of such inquiries and procedures nothing came to their attention that caused them to believe that: (A) the unaudited consolidated financial statements of the Company and its subsidiaries included in the Registration Statement and Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the 1934 Act and the 1934 Act Regulations, (B) any material modifications should be made to said unaudited consolidated financial statements for them to be in conformity with generally accepted accounting principles, or (C) at a specified date not more than five days prior to the date of such letter, there was any change in the consolidated capital stock or any increase in consolidated long-term debt of the Company and its subsidiaries or any decrease in the consolidated net assets of the Company and its subsidiaries, in each case as compared with the amounts shown on the most recent consolidated balance sheet of the Company and its subsidiaries included in the Registration Statement and Prospectus or, during the period from the date of such balance sheet to a specified date not more than five days prior to the date of such letter, there were any decreases, as compared with the corresponding period in the preceding year, in consolidated revenues or net income of the Company and its subsidiaries, except in each such case as set forth in or contemplated by the Registration Statement and Prospectus or except for such exceptions enumerated in such letter as shall have been agreed to by the Agents and the Company. (iv) In addition to the examination referred to in their report included or incorporated by reference in the Registration Statement and the Prospectus, and the limited procedures referred to in clause (iii) above, they have carried out certain other specified procedures, not constituting an audit, with respect to certain amounts, percentages and financial information which are included or incorporated by reference in the Registration Statement and Prospectus and which are specified by the Agents, and have found such amounts, percentages and financial information to be in agreement with the relevant accounting, financial and other records of the Company and its subsidiaries identified in such letter. (d) Other Documents. On the date hereof and on each Settlement Date with respect to any applicable Terms Agreement, counsel for the Agents shall have been furnished with such documents and opinions as such counsel may reasonably require for the purpose of enabling such counsel to pass upon the issuance and sale of Notes as herein contemplated and related proceedings, or in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company in connection with the issuance and sale of Notes as herein contemplated shall be satisfactory in form and substance to the Agents and to counsel for the Agents. If any condition specified in this Section 5 shall not have been fulfilled when and as required to be fulfilled, this Agreement (or, at the option of the applicable Agent, any applicable Terms Agreement) may be terminated by the Agents by notice to the Company at any time and any such termination shall be without liability of any party to any other party, except that the covenant regarding provision of an earning statement set forth in Section 4(h) hereof, the provisions concerning payment of expenses under Section 10 hereof, the indemnity and contribution agreement set forth in Sections 8 and 9 hereof, the provisions concerning the representations, warranties and agreements to survive delivery of Section 11 hereof and the provisions set forth under Section 15 hereof shall remain in effect. Section 6. Delivery of and Payment for Notes Sold through the Agents. Delivery of Notes sold through an Agent as agent shall be made by the Company to such Agent for the account of any purchaser only against payment therefor in immediately available funds. In the event that a purchaser shall fail either to accept delivery of or to make payment for a Note on the date fixed for settlement, the applicable Agent shall promptly notify the Company and deliver the Note to the Company, and, if such Agent has theretofore paid the Company for such Note, the Company will promptly return such funds to such Agent. If such failure occurred for any reason other than default by such Agent in the performance of its obligations hereunder, the Company will reimburse such Agent on an equitable basis for its loss of the use of the funds for the period such funds were credited to the Company's account. Section 7. Additional Covenants of the Company. The Company covenants and agrees with the Agents that: (a) Reaffirmation of Representations and Warranties. Each acceptance by the Company of an offer for the purchase of Notes, and each delivery of Notes to the applicable Agent pursuant to a Terms Agreement, shall be deemed to be an affirmation that the representations and warranties of the Company contained in this Agreement and in any certificate theretofore delivered to the Agents pursuant hereto are true and correct at the time of such acceptance or sale, as the case may be, and an undertaking that such representations and warranties will be true and correct at the time of delivery to the purchaser or his agent, or to the Agents, of the Note or Notes relating to such acceptance or sale, as the case may be, as though made at and as of each such time (and it is understood that such representations and warranties shall relate to the Registration Statement and Prospectus as amended and supplemented to each such time). (b) Subsequent Delivery of Officers' Certificate. Except as otherwise provided in Section 4(l), each time that the Registration Statement or the Prospectus shall be amended or supplemented, including without limitation through the filing with the SEC of any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K relating exclusively to the issuance of Notes under the Registration Statement, unless the Agents shall otherwise specify) or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished to the Agents forthwith a certificate dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form satisfactory to the Agents to the effect that the statements contained in the certificate referred to in Section 5(b) hereof which was last furnished to the Agents is true and correct at the time of such amendment, supplement, filing or sale, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(b), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (c) Subsequent Delivery of Opinion of Company Counsel. Except as otherwise provided in Section 4(l), each time that the Registration Statement or the Prospectus shall be amended or supplemented, including without limitation through the filing with the SEC of any document incorporated by reference into the Prospectus (other than any Current Report on Form 8-K or Quarterly Report on Form 10-Q, unless the Agent shall otherwise specify), or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of Palmer & Dodge, counsel to the Company, dated the date of filing with the SEC of such supplement or document, the date of effectiveness of such amendment, or the date of such sale, as the case may be, in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(1) hereof, but modified, as necessary, to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance (except that statements in such last opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such letter authorizing reliance). (d) Subsequent Delivery of Comfort Letter. Except as otherwise provided in Section 4(l), each time that the Registration Statement or the Prospectus shall be amended or supplemented to include additional financial information or there is filed with the SEC any document incorporated by reference into the Prospectus which contains additional financial information or (if required pursuant to the terms of a Terms Agreement) the Company sells Notes to an Agent pursuant to a Terms Agreement, the Company shall cause the Accountants forthwith to furnish the Agents a letter, dated the date of effectiveness of such amendment, supplement or document with the SEC, or the date of such sale, as the case may be, in form satisfactory to the Agents, of the same tenor as the portions of the letter referred to in clauses (i) and (ii) of Section 5(c) hereof but modified to relate to the Registration Statement and Prospectus, as amended and supplemented to the date of such letter, and of the same general tenor as the portions of the letter referred to in clauses (iii) and (iv) of said Section 5(c) with such changes as may be necessary to reflect changes in the financial statements and other information derived from the accounting records of the Company; provided, however, that if the Registration Statement or the Prospectus is amended or supplemented solely to include financial information as of and for a fiscal quarter, the Accountants may limit the scope of such letter to the unaudited financial statements included in such amendment or supplement unless any other information included therein of an accounting, financial or statistical nature is of such a nature that, in the reasonable judgment of the Agents, such letter should cover such other information. (e) Subsequent Delivery of Opinion of Local Counsel. Each time that the Company sells Notes pursuant to this Agreement or a Terms Agreement, the Company shall furnish or cause to be furnished forthwith to the Agents and to counsel to the Agents a written opinion of local counsel to the Company, who shall be reasonably acceptable to the Agents, dated the date of such sale in form and substance satisfactory to the Agents, of the same tenor as the opinion referred to in Section 5(a)(2) hereof; or, in lieu of such opinion, counsel last furnishing such opinion to the Agents shall furnish the Agents with a letter to the effect that the Agents may rely on such last opinion to the same extent as though it was dated the date of such letter authorizing reliance. Section 8. Indemnification. (a) Indemnification of the Agents. The Company agrees to indemnify and hold harmless each Agent and each person, if any, who controls each Agent within the meaning of Section 15 of the 1933 Act and Section 20 of the Exchange Act as follows: (i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), or the omission or alleged omission therefrom of a material fact necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, unless (1) such untrue statement or omission or such alleged untrue statement or omission was made in reliance upon and in conformity with information furnished to the Company by the Agents expressly for use in the Registration Statement or the Prospectus or (2) any such loss, liability, claim, damage or expense of such Agent results from the fact that such Agent sold Notes to a person as to whom it shall be established by the Company that there was not sent or given, at or prior to the written confirmation of such sale, a copy of the Prospectus as then amended or supplemented in any case where such delivery is required by the 1933 Act if the Company has previously furnished copies thereof in sufficient quantity to such Agent and the loss, liability, claim, damage or expense of such Agent results from an untrue statement or omission of a material fact contained in the Prospectus which was identified in writing at such time to such Agent and corrected in the Prospectus as then amended or supplemented; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Company; and (iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Agents), reasonably incurred in investigating, preparing or defending against any litigation or investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above. (b) Indemnification of Company. Each Agent agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Agent expressly for use in the Registration Statement (or any amendment thereto) or the Prospectus (or any amendment or supplement thereto). (c) General. Each indemnified party shall give prompt notice to each indemnifying party of any action commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnifying party from any liability which it may have otherwise than on account of this indemnity agreement except to the extent that the indemnifying party is actually and substantially prejudiced as a result of such failure. An indemnifying party may participate at its own expense in the defense of such action and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense of such action, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and after notice from the indemnifying party to such indemnified party of its election so to assume the defense of such action, the indemnifying party will not be liable to such indemnified party under this indemnity agreement for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense of such action other than reasonable costs of investigation. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of such action if (i) the indemnified party has concluded that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party or (ii) a conflict or potential conflict exists (based on advice of counsel to such indemnified party) between the indemnified party and the indemnifying party which, as a result, in either case, would make it inappropriate for the indemnifying party to assume such defense. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. Section 9. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 8 hereof is for any reason held to be unavailable to or insufficient to hold harmless the indemnified parties although applicable in accordance with its terms, the Company and the Agents shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Company and the Agents, as incurred, in such proportions that each Agent is responsible for that portion represented by the percentage that the total commissions and underwriting discounts received by such Agent to the date of such liability bears to the total sales price from the sale of Notes sold to or through such Agent to the date of such liability, and the Company is responsible for the balance; provided, however, that no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls each Agent within the meaning of Section 15 of the 1933 Act and Section 20 of the Exchange Act shall have the same rights to contribution as such Agent, and each director of the Company, each officer of the Company who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act and Section 20 of the Exchange Act shall have the same rights to contribution as the Company. Section 10. Payment of Expenses. Except as set forth in a Terms Agreement, the Company will pay all expenses incident to the performance of its obligations under this Agreement, including: (a) The preparation and filing of the Registration Statement and all amendments thereto and the Prospectus and any amendments or supplements thereto; (b) The preparation, filing and reproduction of this Agreement; (c) The preparation, printing, issuance and delivery of the Notes, including any fees and expenses relating to the use of book-entry notes; (d) The fees and disbursements of the Accountants and its counsel and of the Trustee and its counsel; (e) The reasonable fees and disbursements of counsel to the Agents incurred from time to time in connection with the transactions contemplated hereby; (f) The qualification of the Notes under state securities laws in accordance with the provisions of Section 4(i) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Agents in connection therewith and in connection with the preparation of any Blue Sky Survey; (g) The printing and delivery to the Agents in quantities as hereinabove stated of copies of the Registration Statement and any amendments thereto, and of the Prospectus and any amendments or supplements thereto, and the delivery by the Agents of the Prospectus and any amendments or supplements thereto in connection with solicitations or confirmations of sales of the Notes; (h) The preparation, printing, reproducing, recordation and delivery to the Agents of copies of the Supplemental Indenture and all supplements and amendments thereto; (i) Any fees charged by rating agencies for the rating of the Notes; (j) The fees and expenses, if any, incurred with respect to any filing with the National Association of Securities Dealers, Inc.; (k) Any advertising and other out-of-pocket expenses of the Agents incurred with the approval of the Company; (l) The cost of preparing, and providing any CUSIP or other identification numbers for, the Notes; (m) The fees and expenses of any depository and any nominees thereof in connection with the Notes; and (n) The fees and expenses, if any, incurred in connection with any filing with or approval by the DPU in connection with the issuance of the Note. Section 11. Representations, Warranties and Agreements to Survive Delivery. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company submitted pursuant hereto or thereto, shall remain operative and in full force and effect, regardless of any investigation made by or on behalf of the Agents or any controlling person of any Agent, or by or on behalf of the Company, and shall survive each delivery of and payment for any of the Notes. Section 12. Termination. (a) Termination of this Agreement. This Agreement (excluding any Terms Agreement) may be terminated for any reason, at any time by either the Company or an Agent upon the giving of 30 days' written notice of such termination to the other party hereto. (b) Termination of a Terms Agreement. The applicable Agent may terminate any Terms Agreement, immediately upon notice to the Company, at any time prior to the Settlement Date relating thereto (i) if there has been, since the date of such Terms Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) if there shall have occurred any material adverse change in the financial markets in the United States or any outbreak or escalation of hostilities or other national or international calamity or crisis the effect of which is such as to make it, in the judgment of such Agent, impracticable to market the Notes or enforce contracts for the sale of the Notes, or (iii) if trading in any securities of the Company has been suspended by the SEC or a national securities exchange, or if trading generally on either the American Stock Exchange or the New York Stock Exchange shall have been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said exchanges or by order of the SEC or any other governmental authority, or if a banking moratorium shall have been declared by either Federal or New York authorities, or (iv) if the rating assigned by any nationally recognized securities rating agency to any debt securities of the Company as of the date of any applicable Terms Agreement shall have been lowered since that date or if any such rating agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any debt securities of the Company, or (v) if there shall have come to the applicable Agent's attention any facts that would cause such Agent to believe that the Prospectus, at the time it was required to be delivered to a purchaser of Notes, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of such delivery, not misleading. (c) General. In the event of any such termination, neither party will have any liability to the other party hereto, except that (i) each Agent shall be entitled to any commission earned in accordance with the third paragraph of Section 3(a) hereof, (ii) if at the time of termination (a) each Agent shall own any Notes purchased pursuant to a Terms Agreement with the intention of reselling them or (b) an offer to purchase any of the Notes has been accepted by the Company but the time of delivery to the purchaser or his agent of the Note or Notes relating thereto has not occurred, the covenants set forth in Sections 4 and 7 hereof shall remain in effect until such Notes are so resold or delivered, as the case may be, and (iii) the covenant set forth in Section 4(h) hereof, the provisions of Section 5 hereof, the indemnity and contribution agreements set forth in Sections 8 and 9 hereof, and the provisions of Sections 11 and 15 hereof shall remain in effect. Section 13. Notices. Unless otherwise provided herein, all notices required under the terms and provisions hereof shall be in writing, either delivered by hand, by mail or by telex, telecopier or telegram, and any such notice shall be effective when received at the address specified below. If to the Company: Colonial Gas Company 40 Market Street Lowell, Massachusetts 01853 Attention: Dennis W. Carroll, CPA Vice President and Treasurer If to the Agents: Smith Barney Inc. 388 Greenwich Street New York, New York 101013 Attention: MTN Product Management, Mark Meyer A.G. Edwards & Sons, Inc. One North Jefferson Avenue St. Louis, Missouri 63103 Attention: Debt Syndicate, John Meiners PaineWebber Incorporated 1285 Avenue of the Americas 14th Floor New York, New York 10019 Attention: MTN Trading Peter Abramenko or at such other address as such party may designate from time to time by notice duly given in accordance with the terms of this Section 13. Section 14. Governing Law. The rights and duties of the Company and the Agents under this Agreement shall, pursuant to New York General Obligations Law Section 5-1401, be governed by the law of the State of New York. Any suit, action or proceeding brought by the Company against the Agents in connection with or arising under this Agreement shall be brought solely in the state or federal court of appropriate jurisdiction located in the Borough of Manhattan, The City of New York. Section 15. Parties. This Agreement shall inure to the benefit of and be binding upon the Agents and the Company and their respective successors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons and officers and directors referred to in Sections 8 and 9 and their heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained. This Agreement and all conditions and provisions hereof are intended to be for the sole and exclusive benefit of the parties hereto and respective successors and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Notes shall be deemed to be a successor by reason merely of such purchase. If the foregoing is in accordance with the Agents' under standing of our agreement, please sign and return to the Company a counterpart hereof, whereupon this instrument along with all counterparts will become a binding agreement between the Agents and the Company in accordance with its terms. Very truly yours, COLONIAL GAS COMPANY By: Name: Title: Accepted: SMITH BARNEY INC. By: ________________________________ Name: Title: A.G. EDWARDS & SONS, INC. By: ________________________________ Name: Title: PAINEWEBBER INCORPORATED By: ________________________________ Name: Title: SCHEDULE A As compensation for the services of the Agents hereunder, the Company shall pay the applicable Agent, on a discount basis, a commission for the sale of each Note equal to the principal amount of such Note multiplied by the appropriate percentage set forth below: PERCENT OF MATURITY RANGES PRINCIPAL AMOUNT From 9 months but less than 1 year............. .125% From 1 year but less than 18 months............ .150 From 18 months but less than 2 years........... .200 From 2 years but less than 3 years............. .250 From 3 years but less than 4 years............. .350 From 4 years but less than 5 years............. .450 From 5 years but less than 6 years............. .500 From 6 years but less than 7 years............. .550 From 7 years but less than 10 years............ .600 From 10 years but less than 15 years........... .625 From 15 years but less than 20 years........... .700 From 20 years to and including 30 years........ .750 More than 30 years............................... * * Commission on Notes with maturities of more than 30 years shall be agreed to by the Company and the applicable Agent at the time of such transmission. EXHIBIT A The following terms, if applicable, shall be agreed to by the applicable Agent and the Company pursuant to each Terms Agreement: Principal Amount: $_______ (or principal amount of foreign currency) Interest Rate: If Redeemable: Initial Redemption Date: Initial Redemption Percentage: Annual Redemption Percentage Reduction: Date of Maturity: Purchase Price: ___% Settlement Date and Time: Stand-off Period (if any): Additional Terms: Also, agreement as to whether the following will be required: Officer's Certificate pursuant to Section 7(b) of the Distribution Agreement. Legal Opinion pursuant to Section 7(c)of the Distribution Agreement. Comfort Letter pursuant to Section 7(d) of the Distribution Agreement. Stand-off Agreement pursuant to Section 4(k) of the Distribution Agreement. EXHIBIT B ADMINISTRATIVE PROCEDURES FOR COLONIAL GAS COMPANY SECURED MEDIUM TERM NOTES, SERIES A DUE NOT LESS THAN NINE MONTHS FROM DATE OF ISSUE (Dated as of ______ __, 1995) Secured Medium Term Notes, Series A (the "Notes") in the aggregate principal amount of up to $75,000,000 are to be offered on a continuing basis by Colonial Gas Company (the "Company") through Smith Barney Inc., A.G. Edwards & Sons, Inc. and PaineWebber Incorporated who, as agents (each an "Agent," and, collectively, the "Agents"), have agreed to use their reasonable efforts to solicit offers to purchase the Notes from the Company. The Agents may also purchase Notes as principal for resale. The Notes are being sold pursuant to a Distribution Agreement between the Company and the Agents, dated _________ __, 1995 (the "Distribution Agreement"). The Notes are to be issued as a new series of first mortgage bonds under the Company's Second Amended and Restated First Mortgage Indenture to The First National Bank of Boston (as successor to State Street Bank and Trust Company), as trustee, dated as of June 15, 1992, as heretofore supplemented and as it is to be further supplemented by a Second Supplemental Indenture, dated as of August 1, 1995 (said First Mortgage Indenture, as heretofore supplemented and as it is to be further supplemented, the "Mortgage"). A Registration Statement (the "Registration Statement," which term shall include any additional registration statements filed in connection with the Notes as provided in the introductory paragraphs of the Distribution Agreement) with respect to the Notes has been filed with the Securities and Exchange Commission (the "Commission"). The most recent basic Prospectus included in the Registration Statement is herein referred to as the "Prospectus." A pricing supplement with respect to the specific terms of any Notes is herein referred to as a "Pricing Supplement." The Notes will either be issued (a) in book-entry form and represented by one or more fully registered Notes (each, a "Book-Entry Note") delivered to the Trustee, as agent for The Depository Trust Company ("DTC"), and recorded in the book-entry system maintained by DTC, or (b) in certificated form delivered to the purchaser thereof or a person designated by such purchaser. Except in the limited circumstances described in the Prospectus or a Pricing Supplement, owners of beneficial interests in Notes issued in book-entry form will not be entitled to physical delivery of Notes in certificated form equal in principal amount to their respective beneficial interests. General procedures relating to the issuance of all Notes are set forth in Part I hereof. Additionally, Notes issued in book-entry form will be issued in accordance with the procedures set forth in Part II hereof and Notes issued in certificated form will be issued in accordance with the procedures set forth in Part III hereof. PART I: PROCEDURES OF GENERAL APPLICABILITY Date of Issuance/ Each Note will be dated by the Authentication: Trustee as of the interest payment date thereof to which interest was paid next preceding the date of issue, unless (a) issued on an interest payment date thereof to which interest was paid, in which event it shall be dated as of the date of issue, or (b) issued prior to the occurrence of the first interest payment date thereof to which interest was paid, in which event it shall be dated the original issue date. The original issue date shall remain the same for all Notes subsequently issued upon transfer, exchange or substitution of an original Note regardless of their dates of authentication. Maturities: Each Note will mature on a date selected by the purchaser and agreed to by the Company which is not less than nine months nor more than forty years from its original issue date. Registration: Notes will be issued only in fully registered form. Calculation of Interest: Interest (including payments for partial periods) will be calculated and paid on the basis of a 360-day year of twelve 30-day months. Acceptance and Rejection The Company shall have the sole right of Offers: to accept offers to purchase Notes from the Company and may reject any such offer in whole or in part. Each Agent shall communicate to the Company, orally or in writing, each reasonable offer to purchase Notes from the Company received by it. Each Agent shall have the right, in its discretion reasonably exercised, without notice to the Company, to reject any offer to purchase Notes through it in whole or in part. Preparation of Pricing If any offer to purchase a Note is Supplement: accepted by the Company, the Company, with the approval of the Agent which presented such offer (the "Presenting Agent"), will prepare a Pricing Supplement reflecting the terms of such Note and file such Pricing Supplement relating to such Notes and the plan of distribution thereof (as such Pricing Supplement supplements the Prospectus, the "Supplemented Prospectus"), with the Commission in accordance with Rule 424 under the Act. The Presenting Agent will cause a Supplemented Prospectus to be delivered to the purchaser of the Note. The Company shall have delivered a completed Pricing Supplement, via next day mail or telecopy to arrive no later than 11 AM on the Business Day following the trade date, to the Presenting Agent at the following locations: Smith Barney Inc. at the following address: Smith Barney Inc., 390 Greenwich Street - 4th Floor, New York, New York 10013, Attention: MTN Product Management/Origination - Mark R. Meyer, Telephone: (212) 723-5123, Telecopy: (212) 723-8854, also, a copy to: Smith Barney Inc., 388 Greenwich Street - 34th Floor, New York, New York 10013, Attention: Legal Compliance - Adrienne Garofalo, Telephone (212) 816-7594, Telecopy (212) 816-7912; to A.G. Edwards & Sons, Inc. at the following address: A.G. Edwards & Sons, Inc., One North Jefferson Avenue, St. Louis, Missouri 63103, Attention: Debt Syndicate - John Meiners, Telephone: (314) 289- 5800, Telecopy: (314) 289-5989; and to PaineWebber Incorporated at the following address: PaineWebber Incorporated, 1285 Avenue of the Americas, 14th Floor, New York, New York 10019, Attention: MTN Trading, Peter Abremenko, Telephone (212) 713-2982 Telecopy (212) 247-0371. In each instance that a Pricing Supplement is prepared, the Agents will affix such Pricing Supplement to the Prospectus prior to its use. Outdated Pricing Supplements, and the Prospectuses to which they are attached (other than those retained for files), will be destroyed. Settlement: The receipt of immediately available funds by the Company in payment for a Note and the authentication and delivery of such Note shall, with respect to such Note, constitute "settlement." Offers accepted by the Company will be settled on the date that is three Business Days after the date of the acceptance of the offer, or at such later time as the purchaser, the Trustee and the Company shall agree, pursuant to the timetable for settlement set forth in Parts II and III hereof under the caption "Settlement Procedures" with respect to Book-Entry Notes and Certificated Notes, respectively. If procedures A and B of the applicable Settlement Procedures with respect to a particular offer are not completed on or before the time set forth under the applicable "Settlement Procedures Timetable," such offer shall not be settled until the Business Day following the completion of settlement procedures A and B or such later date as the purchaser and the Company shall agree. In the event of a purchase of Notes by any Agent as principal, appropriate settlement details will be as agreed between the Agent and the Company pursuant to the applicable Terms Agreement. Suspension of The Company may instruct the Agents Solicitation; to suspend solicitation of purchases Amendment or at any time. Upon receipt of such Supplement: instructions the Agents will forthwith suspend solicitation of offers to purchase from the Company until such time as the Company has advised them that solicitation of offers to purchase may be resumed. If the Company decides to amend the Registration Statement (including incorporating any documents by reference therein) or supplement any of such documents, it will promptly furnish the Agents and their counsel with copies of the amendment (including any document proposed to be incorporated by reference therein) or supplement. One copy of such filed document, along with a copy of the cover letter sent to the Commission, will be delivered or mailed to the Agents at the following respective addresses: Smith Barney Inc., 390 Greenwich Street - 4th Floor, New York, New York 10013, Attention: MTN Product Management/ Origination - Mark R. Meyer; A.G. Edwards & Sons, Inc., One North Jefferson Avenue, St. Louis, Missouri 63103, Attention: Debt Syndicate - John Meiners; and to PaineWebber Incorporated, 1285 Avenue of the Americas, 14th Floor, New York, New York 10019, Attention: MTN Trading - Peter Abramenko. In the event that at the time the solicitation of offers to purchase from the Company is suspended there shall be any orders outstanding which have not been settled, the Company will promptly advise the Agents and the Trustee whether such orders may be settled and whether copies of the Prospectus as theretofore amended and/or supplemented as in effect at the time of the suspension may be delivered in connection with the settlement of such orders. The Company will have the sole responsibility for such decision and for any arrangements which may be made in the event that the Company determines that such orders may not be settled or that copies of such Prospectus may not be so delivered. Delivery of Supplemented A copy of the most recent Prospectus: Supplemented Prospectus must accompany or precede the earlier of (a) the written confirmation of a sale sent to a customer or the agent of such Customer, and (b) the delivery of Notes to a customer or the agent of such customer. Authenticity of The Agents will have no obligations Signatures: or liability to the Company or the Trustee in respect of the authenticity of the signature of any officer, employee or agent of the Company or the Trustee on any Note. Documents Incorporated The Company shall supply the Agents by Reference: with an adequate supply of all documents incorporated by reference in the Registration Statement. Business Day: "Business Day" means any day, other than a Saturday or Sunday, on which banks in the City of New York, are not required or authorized by law to close. PART II: PROCEDURES FOR NOTES ISSUED IN BOOK-ENTRY FORM In connection with the qualification of Notes issued in book-entry form for eligibility in the book-entry system maintained by DTC, the Trustee will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representation from the Company and the Trustee to DTC, dated ______ __, 1995, and a Medium Term Note Certificate Agreement, dated ______ __, ____, between the Trustee and DTC (the "Certificate Agreement"), and its obligations as a participant in DTC, including DTC's Same-Day Funds Settlement System ("SDFS"). Issuance: All Notes issued in book-entry form having the same original issue date, interest rate, and stated maturity will be represented initially by a single global security in fully registered form without coupons (each, a "Book-Entry Note"). Each Book-Entry Note will be dated and issued as of the date of its authentication by the Trustee. Each Book-Entry Note will bear an interest accrual date, which will be (a) with respect to an original Book-Entry Note (or any portion thereof), its original issue date and (b) with respect to any Book-Entry Note (or portion thereof) issued subsequently upon exchange of a Book-Entry Note or in lieu of a destroyed, lost or stolen Book-Entry Note, the most recent interest payment date to which interest has been paid or duly provided for on the predecessor Book-Entry Note or Notes (or if no such payment or provision has been made, the original issue date of the predecessor Book-Entry Note or Notes), regardless of the date of authentication of such subsequently issued Book-Entry Note. No Book- Entry Note shall represent any Note issued in certificated form. Identification: The Company has arranged with the CUSIP Service Bureau of Standard & Poor's Corporation (the "CUSIP Service Bureau") for the reservation of approximately 900 CUSIP numbers which have been reserved for and relating to Book-Entry Notes and the Company has delivered to the Trustee and DTC a written list of such CUSIP numbers. The Trustee will assign CUSIP numbers to Book-Entry Notes as described below under Settlement Procedure B. DTC will notify the CUSIP Service Bureau periodically of the CUSIP numbers that the Trustee has assigned to Book-Entry Notes. The Trustee will notify the Company at any time when fewer than 50 of the reserved CUSIP numbers remain unassigned to Book-Entry Notes, and, if it deems necessary, the Company will reserve additional CUSIP numbers for assignment to Book-Entry Notes. Upon obtaining such additional CUSIP numbers, the Company will deliver a list of such additional numbers to the Trustee and DTC. Registration: Each Book-Entry Note will be registered in the name of Cede & Co., as nominee for DTC, on the register maintained by the Trustee under the Mortgage. The beneficial owner of a Note issued in book-entry form (i.e., an owner of a beneficial interest in a Book-Entry Note) (or one or more indirect participants in DTC designated by such owner) will designate one or more participants in DTC (with respect to such Note issued in book-entry form, the "Participants") to act as agent for such beneficial owner in connection with the book-entry system maintained by DTC, and DTC will record in book-entry form, in accordance with instructions provided by such Participants, a credit balance with respect to such Note issued in book-entry form in the account of such Participants. The ownership interest of such beneficial owner in such Note issued in book-entry form will be recorded through the records of such Participants or through the separate records of such Participants and one or more indirect participants in DTC. Transfers: Transfers of a Book-Entry Note will be accomplished by book entries made by DTC and, in turn, by Participants (and in certain cases, one or more indirect participants in DTC) acting on behalf of beneficial transferors and transferees of such Book-Entry Note. Exchanges: The Trustee may deliver to DTC and the CUSIP Service Bureau at any time a written notice specifying (a) the CUSIP numbers of two or more Book- Entry Notes outstanding on such date that represent Book-Entry Notes having the same terms (other than original issue dates) and for which interest has been paid to the same date; (b) a date, occurring at least 30 days after such written notice is delivered and at least 30 days before the next interest payment date for the related Notes issued in book-entry form, on which such Book-Entry Notes shall be exchanged for a single replacement Book-Entry Note; and (c) a new CUSIP number, obtained from the Company, to be assigned to such replacement Book-Entry Note. Upon receipt of such a notice, DTC will send to its participants (including the Trustee) a written reorganization notice to the effect that such exchange will occur on such date. Prior to the specified exchange date, the Trustee will deliver to the CUSIP Service Bureau written notice setting forth such exchange date and the new CUSIP number and stating that, as of such exchange date, the CUSIP numbers of the Book-Entry Notes to be exchanged will no longer be valid. On the specified exchange date, the Trustee will exchange such Book-Entry Notes for a single Book-Entry Note bearing the new CUSIP numbers and the CUSIP number of the exchanged Book-Entry Notes will, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. Denominations: Notes issued in book-entry form will be issued in denominations of $1,000 and any larger denomination which is an integral multiple of $1,000. Interest: General. Interest on each Note issued in book-entry form will accrue from the original issue date of the Book-Entry Note representing such Note. Each payment of interest on a Note issued in book-entry form will include interest accrued through the day preceding, as the case may be, the Interest Payment Date or Maturity. Interest payable at Maturity of a Note issued in book-entry form will be payable to the Person to whom the principal of such Note is payable. DTC will arrange for each pending deposit message described under Settlement Procedure C below to be transmitted to Standard & Poor's, which will use the information in the message to include certain terms of the related Book-Entry Note in the appropriate daily bond report published by Standard & Poor's. Interest Payment Dates. Interest payments will be made on each interest payment date commencing with the first interest payment date following the original issue date to the holders on the Record Date preceding such interest payment date. Interest payments on Notes issued in book-entry form will be made semiannually on the dates specified in the Pricing Supplement and at maturity unless such day is not a Business Day, in which case such payment will be made on the next Business Day. Payments of Principal Payment of Interest Only. Promptly and Interest: fifteen days prior to each interest payment date, the Trustee will deliver to the Company and DTC a written notice specifying by CUSIP number the amount of interest to be paid on each Book-Entry Note on the following interest payment date (other than an interest payment date coinciding with maturity) and the total of such amounts. DTC will confirm the amount payable on each Book-Entry Note on such interest payment date by reference to the daily bond reports published by Standard & Poor's Corporation. On such interest payment date, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, such total amount of interest due (other than at maturity), at the times and in the manner set forth below under "Manner of Payment." Payments at Maturity. On or about the first Business Day of each month in which principal and/or interest is to be paid, the Trustee will deliver to the Company and DTC a written list of principal, interest and premium, if any, to be paid on each Book-Entry Note maturing either at stated maturity or on a redemption date in the following month. The Trustee, the Company and DTC will confirm the amounts of such principal and interest payments with respect to a Book-Entry Note on or about the fifth Business Day preceding the maturity of such Book-Entry Note. At such maturity, the Company will pay to the Trustee, and the Trustee in turn will pay to DTC, the principal amount of such Note, together with interest and premium, if any, due at such maturity, at the times and in the manner set forth below under "Manner of Payment." If any maturity of a Book-Entry Note is not a Business Day, the payment due on such day shall be made on the next succeeding Business Day and no interest shall accrue on such payment for the period from and after such maturity. Promptly after payment to DTC of the principal, interest and premium, if any, due at the maturity of such Book- Entry Note, the Trustee will cancel such Book-Entry Note and deliver it to the Company with an appropriate debit advice. On the first Business Day of each month, the Trustee will deliver to the Company a written statement indicating the total principal amount of outstanding Book-Entry Notes as of the immediately preceding Business Day. Manner of Payment. The total amount of any principal, premium, if any, and interest due on Book-Entry Notes on any interest payment date or at maturity shall be transferred by the Company to the Trustee to an account designated by the Trustee in funds available for use by the Trustee as of 9:30 a.m., New York City time, on such date. The Company will confirm such instructions in writing to the Trustee. Prior to 10:00 a.m., New York City time, on such date or as soon as possible thereafter, the Trustee will pay (but only from funds withdrawn from such account) by separate wire transfer (using Fedwire message entry instructions in a form previously specified by DTC) to an account at the Federal Reserve Bank of New York previously specified by DTC, in funds available for immediate use by DTC, each payment of interest, principal and premium, if any, due on a Book-Entry Note on such date. Thereafter on such date, DTC will pay, in accordance with its SDFS operating procedures then in effect, such amounts in funds available for immediate use to the respective Participants in whose names such Notes are recorded in the book-entry system maintained by DTC. Neither the Company nor the Trustee shall have any responsibility or liability for the payment by DTC of the principal of, or interest on, the Book-Entry Note to such Participants. Withholding Taxes. The amount of any taxes required under applicable law to be withheld from any interest payment on a Note will be determined and withheld by the Participant, indirect participant in DTC or other Person responsible for forwarding payments and materials directly to the beneficial owner of such Note. Settlement Procedures: Settlement Procedures with regard to each Note in book-entry form sold by each Agent as agent of the Company, will be as follows: A. The Presenting Agent will advise the Company by telephone (confirmed by facsimile) of the following settlement information: 1. Taxpayer identification number of the purchaser. 2. Principal amount of the Note. 3. Terms: a) interest rate b) interest payment dates 4. Price to public of the Note. 5. Trade date. 6. Settlement date (original issue date). 7. Maturity. 8. Net proceeds to the Company. 9. Agent's commission B. The Company will advise the Trustee by electronic transmission of the above settlement information received from the Presenting Agent with respect to the Book-Entry Note representing such Note and the name of the Agent, and the Trustee will assign a CUSIP number to such Note. C. The Trustee will communicate to DTC through DTC's Participant Terminal System, a pending deposit message specifying the following settlement information, which will route such relevant information to the Presenting Agent, Standard & Poor's Corporation and Interactive Data Corporation: 1. The information set forth in Settlement Procedure A. 2. Identification numbers of the participant accounts maintained by DTC on behalf of the Trustee and the Agent. 3. Initial interest payment date for such Note, number of days by which such date succeeds the related record dated for DTC purposes and, if then calculable, the amount of interest payable on such interest payment date (which amount shall have been confirmed by the Trustee). 4. CUSIP number of the Book-Entry Note representing such Note. 5. Whether such Book-Entry Note represents any other Notes issued or to be issued in book-entry form. D. The Board of Directors of the Company or its Executive Committee or a designee thereof shall approve the final terms of the Notes. E. The Trustee will complete a Book-Entry Note representing such Note in a form that has been approved by the Company, the Agents and the Trustee. F. The Trustee will authenticate the Book-Entry Note representing such Note. G. DTC will credit such Note to the participant account of the Trustee maintained by DTC. H. The Trustee will enter an SDFS deliver order through DTC's Participating Terminal System instructing DTC (i) to debit such Note to the Trustee's participant account and credit such Note to the participant account of the Presenting Agent maintained by DTC and (ii) to debit the settlement account of the Presenting Agent and credit the settlement account of the Trustee maintained by DTC, in an amount equal to the price of such Note less such Agent's commission. Any entry of such a deliver order shall be deemed to constitute a representation and warranty by the Trustee to DTC that (i) the Book-Entry Note representing such Note has been issued and authenticated and (ii) the Trustee is holding such Book-Entry Note pursuant to the Medium Term Note Certificate Agreement between the Trustee and DTC. I. The Presenting Agent will enter an SDFS deliver order through DTC's Participant Terminal System instructing DTC (i) to debit such Note to the Presenting Agent's participant account and credit such Note to the participant account of the Participants maintained by DTC and (ii) to debit the settlement accounts of such Participants and credit the settlement account of the Presenting Agent maintained by DTC, in an amount equal to the initial public offering price of such Note. J. Transfers of funds in accordance with SDFS deliver orders described in Settlement Procedures H and I will be settled in accordance with SDFS operating procedures in effect on the Settlement Date. K. Upon receipt of such funds, the Trustee will credit to an account of the Company identified to the Trustee funds available for immediate use in the amount transferred to the Trustee in accordance with Settlement Procedure H. L. The Trustee will send a copy of each Book-Entry Note to the Company together with a statement setting forth the principal amount of Notes outstanding in accordance with the Mortgage. M. The Agent will confirm the purchase of such Note to the purchaser either by transmitting to the Participant with respect to such Note a confirmation order through DTC's Participant Terminal System or by mailing a written confirmation to such purchaser. Settlement Procedures For order of Notes accepted by the Timetable: Company, Settlement Procedures "A" through "M" set forth above shall be completed as soon as possible but not later than the respective times (New York City time) set forth below: Settlement Procedure Time A-B 11:00 a.m. on the trade date C 2:00 p.m. on the trade date D No later than the Business Day before day of settlement E 3:00 p.m. on the Business Day before day of settlement F No later than 2:00 p.m. on the day prior to day of settlement G 10:00 a.m. on day of settlement H-I No later than 2:00 p.m. on the day prior to day of settlement J 4:45 p.m. on day of settlement K-M 5:00 p.m. on day of settlement Settlement Procedures A, B and C may, if necessary, be completed at any time prior to the specified times on the first Business Day after the sale date. Settlement Procedure J is subject to extension in accordance with any extension of Fedwire closing deadlines and in the other events specified in the SDFS operating procedures in effect on the day of settlement. If settlement of a Note issued in book entry form is rescheduled or canceled, the Trustee will deliver to DTC, through DTC's Participant Terminal System, a cancellation message to such effect by no later than 2:00 p.m., New York City time, on the Business Day immediately preceding the scheduled day of settlement. Failure to Settle: If the Trustee fails to enter an SDFS deliver order with respect to a Book-Entry Note issued in book-entry form pursuant to Settlement Procedure H; the Trustee may deliver to DTC, through DTC's Participant Terminal System, as soon as practicable a withdrawal message instructing DTC to debit such Note to the participant account of the Trustee maintained at DTC. DTC will process the withdrawal message, provided that such participant account contains a principal amount of the Book-Entry Note representing such Note that is at least equal to the principal amount to be debited. If withdrawal messages are processed with respect to all the Notes represented by a Book-Entry Note, the Trustee will mark such Book-Entry Note "canceled", make appropriate entries in its records and send such canceled Book-Entry Note to the Company. The CUSIP number assigned to such Book-Entry Note shall, in accordance with CUSIP Service Bureau procedures, be canceled and not immediately reassigned. If withdrawal messages are processed with respect to a portion of the Notes represented by a Book-Entry Note, the Trustee will exchange such Book-Entry Note for two Book-Entry Notes, one of which shall represent the Book-Entry Notes for which withdrawal messages are processed and shall be canceled immediately after issuance, and the other of which shall represent the other Notes previously represented by the surrendered Book-Entry Note and shall bear the CUSIP number of the surrendered Book-Entry Note. If the purchase price for any Book-Entry Note is not timely paid to the Participants with respect to such Note by the beneficial purchaser thereof (or a person, including an indirect participant in DTC, acting on behalf of such purchaser), such Participants and, in turn, the related Agent may enter SDFS deliver orders through DTC's Participant Terminal System reversing the orders entered pursuant to Settlement Procedures H and I, respectively. Thereafter, the Trustee will deliver the withdrawal message and take the related actions described in the preceding paragraph. If such failure shall have occurred for any reason other than default by the applicable Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company. Notwithstanding the foregoing, upon any failure to settle with respect to a Book-Entry Note, DTC may take any actions in accordance with its SDFS operating procedures then in effect. In the event of a failure to settle with respect to a Note that was to have been represented by a Book-Entry Note also representing other Notes, the Trustee will provide, in accordance with Settlement Procedures E and F, for the authentication and issuance of a Book-Entry Note representing such remaining Notes and will make appropriate entries in its records. PART III: PROCEDURES FOR NOTES ISSUED IN CERTIFICATED FORM Denominations: The Notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof. Interest: Each Note will bear interest in accordance with its terms. Interest will begin to accrue on the original issue date of a Note for the first interest period and on the most recent interest payment date to which interest has been paid for all subsequent interest periods. Each payment of interest shall include interest accrued to, but excluding, the date of such payment. Interest payments will be made semiannually on the dates specified in the Pricing Supplement and at maturity. However, the first payment of interest on any Note issued between a record date and an interest payment date will be made on the interest payment date following the next succeeding record date. The record date for any payment of interest shall be the first day of the month in which the interest payment date occurs. Pursuant to the Mortgage, the Company will execute a supplemental indenture that will provide for, among other things, such record dates. Interest at maturity will be payable to the person to whom the principal is payable. Nothing herein should be deemed to require the Trustee to risk or expend its own funds in connection with any payment to the Company, or the Agents, or DTC, or any Noteholder, it being understood by all parties that payments made by the Trustee shall be made solely to the extent that funds are provided to the Trustee for such purpose. Payments of Principal Principal of and interest on the and Interest: Notes, will be payable in Canton, Massachusetts or at the option of the Registered Owner (as defined herein), at such other office or agency of the Trustee, at the office or agency of the Company in New York, New York or otherwise pursuant to the Mortgage and interest is payable, at the option of the Company, by check mailed to the registered owners of the Notes. Any payment of principal or interest required to be made on an interest payment date or at maturity of a Note which is not a Business Day need not be made on such day, but may be made on the next succeeding Business Day with the same force and effect as if made on the interest payment date or at maturity, as thecase may be, and no interest shall accrue for the period from and after such interest payment date or maturity. The Trustee will provide to the Company in each month prior to a month in which any Note or Notes mature, a list of the principal and interest to be paid on Notes maturing in the next succeeding month. The Trustee will be responsible for withholding taxes on interest paid as required by applicable law, but shall be relieved from any such responsibility if it acts in good faith and in reliance upon an opinion of counsel. Notes presented to the Trustee at maturity for payment will be cancelled and held by the Trustee. Settlement Procedures: Settlement Procedures with regard to each Note purchased through any Agent, as agent, shall be as follows: A. The Presenting Agent will advise the Company by telephone of the following settlement information with regard to each Note: 1. Exact name in which the Note is to be registered (the "Registered Owner"). 2. Exact address or addresses of the Registered Owner for delivery, notices and payments of principal and interest. 3. Taxpayer identification number of the Registered Owner. 4. Principal amount of the Note. 5. Denomination of the Note. 6. Terms: a) interest rate b) interest payment dates 7. Price to public of the Note. 8. Settlement date (Original Issue Date). 9. Maturity. 10. Net proceeds to the Company. 11. Agent's commission. B. The Company shall provide to the Trustee the above Settlement information received from the Agents and shall cause the Trustee to issue, authenticate and deliver Notes. The Company also shall provide to the Trustee and/or Agents a copy of the applicable Pricing Supplement. C. The Board of Directors of the Company or its Executive Committee or the designee thereof shall approve the final terms of the Notes. D. With respect to each trade, the Trustee will deliver the Notes to the Presenting Agent at the following applicable address: Smith Barney Inc., 390 Greenwich Street - 3rd Floor, New York, New York 10013, Attention: Syndicate Operations - James Steiner; in the case of A.G. Edwards & Sons, Inc., 77 Water Street, 6th Floor, New York, New York 10004, Attention: Carlos Velez; or in the case of PaineWebber Incorporated, 1285 Avenue of the Americas, 14th Floor, New York, New York 10019, Attention: Syndicate Operations-Mark Waxman. The Trustee will keep a copy of such Note. The Presenting Agent will acknowledge receipt of the Note through a broker's receipt and will keep a copy of such Note. Delivery of the Note will be made only against such acknowledgment of receipt. Upon determination that the Note has been authorized, delivered and completed as aforementioned, the Presenting Agent will wire the net proceeds of the Note after deduction of its applicable commission to the Company pursuant to standard wire instructions given by the Company. E. The Presenting Agent will deliver the Note (with confirmations), as well as a copy of the Prospectus and any applicable Pricing Supplement or Supplements received from the Trustee to the purchaser against payment in immediately available funds. F. The Trustee will send a copy of such Note to the Company. Settlement Procedures For offers accepted by the Company, Timetable: Settlement Procedures "A" through "F" set forth above shall be completed on or before the respective times set forth below: Settlement Procedure Time A-B 3:00 P.M. on the fifth Business Day prior to settlement C No later than Business Day prior to settlement D 2:15 P.M. on day of settlement E 3:00 P.M. on day of settlement F 5:00 P.M. on day of settlement Failure to Settle: In the event that a purchaser of a Note from the Company shall either fail to accept delivery of or make payment for a Note on the date fixed for settlement, the Presenting Agent will forthwith notify the Trustee and the Company by telephone, confirmed in writing, and return the Note to the Trustee. The Trustee, upon receipt of the Note from the Agent, will immediately advise the Company and the Company will promptly arrange to credit the account of the Presenting Agent in an amount of immediately available funds equal to the amount previously paid by such Agent in settlement for the Note. Such credits will be made on the settlement date if possible, and in any event not later than the Business Day following the settlement date; provided that the Company has received notice on the same day. If such failure shall have occurred for any reason other than failure by such Agent to perform its obligations hereunder or under the Distribution Agreement, the Company will reimburse such Agent on an equitable basis for its loss of the use of funds during the period when the funds were credited to the account of the Company. Immediately upon receipt of the Note in respect of which the failure occurred, the Trustee will cancel and destroy the Note, make appropriate entries in its records to reflect the fact that the Note was never issued, and accordingly notify in writing the Company. [END OF EXHIBIT 1 TO FORM S-3] EX-4 3 [EXHIBIT 4e TO FORM S-3] COLONIAL GAS COMPANY SUCCESSION OF TRUSTEE AND ASSIGNMENT OF MORTGAGE KNOW ALL MEN BY THESE PRESENTS: (1) State Street Bank and Trust Company (the "Predecessor Trustee") has been trustee under a Second Amended and Restated First Mortgage Indenture (as amended and supplemented, the "Restated Indenture") dated as of June 15, 1992 of Colonial Gas Company (the "Company") and recorded and filed on June 26, 1992, as follows: Barnstable County Registry of Deeds in Book 8086, Page 97; Barnstable County Registry of Deeds, Land Registration Division, as Document No. 556487 and noted on Certificates of Title Nos. 46050, 59716 and 84810; Middlesex County Registry of Deeds, North Division, in Book 5994, Page 188; Middlesex County Registry of Deeds, South Division, in Book 22161, Page 360; Plymouth County Registry of Deeds in Book 11076, Page 210; and Filed with Secretary of the Commonwealth as Documents Nos. 100102 and 100103, an amendment to original Financing Statements Nos. 589106 and 47680. (2) Pursuant to written action of the holders of a majority in principal amount of the First Mortgage Bonds (the "Bonds") outstanding under the Restated Indenture in accordance with Section 10.18 of the Restated Indenture, the Predecessor Trustee has been removed as trustee and The First National Bank of Boston (the "Successor Trustee") has been appointed successor trustee with all the estates, properties, rights, powers, trusts, duties and obligations of the trustee under the Restated Indenture, such appointment to be effective as of November 15, 1994. (3) The Successor Trustee hereby represents that it is qualified and eligible under the provisions of Sections 4.02 and 10.01 of the Restated Indenture to be appointed successor trustee, and hereby accepts its appointment as successor trustee as aforesaid. (4) In connection with the foregoing, the Predecessor Trustee does hereby GIVE, GRANT, BARGAIN, SELL, ASSIGN, TRANSFER AND SET OVER unto the Successor Trustee, its successors and assigns forever, all the rights and powers of the trustee in and to the trust estate and all rights, powers, trusts, duties and obligations of the trustee under the Restated Indenture; and the Predecessor Trustee does hereby pay over, assign, and deliver to the Successor Trustee any and all money, if any, and property, if any, held by the Predecessor Trustee as trustee. The Company for the purpose of more fully and certainly vesting in and confirming to the Successor Trustee said estate, properties, rights, powers, trusts, duties and obligations, and at the request of the Successor Trustee, joins in the execution hereof. (5) The Predecessor Trustee hereby represents and warrants to the Successor Trustee that: a. To the best of the knowledge of the Predecessor Trustee, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, has occurred and is continuing under the Restated Indenture. b. No covenant or condition contained in the Restated Indenture has been waived by the Predecessor Trustee or by the holders of the percentage in aggregate principal amount of the Bonds required by the Restated Indenture to effect any such waiver. c. There is no action, suit or proceeding pending or, to the best of the knowledge of the Predecessor Trustee, threatened against the Predecessor Trustee before any court or governmental authority arising out of any action or omission by the Predecessor Trustee as trustee under the Restated Indenture. (6) Notwithstanding the removal of the Predecessor Trustee as trustee under the Restated Indenture, the Company shall remain obligated under the Restated Indenture to compensate, reimburse and indemnify the Predecessor Trustee for the period of its trusteeship under the Restated Indenture. (7) This Instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. (8) Each of the Company, the Predecessor Trustee and the Successor Trustee acknowledges receipt of an executed counterpart of this Instrument. (9) Unless otherwise defined herein, all terms used herein which are defined in the Restated Indenture shall have the meanings assigned to them in the Restated Indenture. (10) This Instrument shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. IN WITNESS WHEREOF, the Colonial Gas Company has caused this Instrument to be duly executed under seal by Dennis W. Carroll, its Vice President and Treasurer, hereunto duly authorized, as of this 9th day of November, 1994. COLONIAL GAS COMPANY By: Dennis W. Carroll Title: Vice President and Treasurer COMMONWEALTH OF MASSACHUSETTS Middlesex, ss. November 9, 1994 Then personally appeared the above-named Dennis W. Carroll, Vice President and Treasurer of Colonial Gas Company and acknowledged the foregoing instrument to be his free act and deed and the free act and deed of Colonial Gas Company before me. June T. Abreu Notary Public My Commission Expires: 2/19/99 IN WITNESS WHEREOF, State Street Bank and Trust Company has caused this Instrument to be duly executed under seal by Daniel Golden, its Assistant Vice President, hereunto duly authorized, as of this 18th day of November, 1994. STATE STREET BANK AND TRUST COMPANY By: Daniel Golden Title: Assistant Vice President COMMONWEALTH OF MASSACHUSETTS Suffolk, ss. November 18, 1994 Then personally appeared the above-named Daniel Golden, Assistant Vice President of State Street Bank and Trust Company and acknowledged the foregoing instrument to be his free act and deed and the free act and deed of State Street Bank and Trust Company before me. Ann Cappelletti Notary Public My Commission Expires: 7/8/99 IN WITNESS WHEREOF, The First National Bank of Boston has caused this Instrument to be duly executed under seal by Donna Germano, its Account Manager, hereunto duly authorized, as of this 22nd day of November, 1994. THE FIRST NATIONAL BANK OF BOSTON By: D. Germano Title: Account Manager COMMONWEALTH OF MASSACHUSETTS Suffolk, ss. November 22, 1994 Then personally appeared the above-named Donna Germano, Account Manager of The First National Bank of Boston and acknowledged the foregoing instrument to be his free act and deed and the free act and deed of The First National Bank of Boston before me. B. May Notary Public My Commission Expires: 10/31/97 [END OF EXHIBIT 4e TO FORM S-3] EX-4 4 [EXHIBIT 4f TO FORM S-3] COLONIAL GAS COMPANY TO THE FIRST NATIONAL BANK OF BOSTON, Trustee _______________ Second Supplemental Indenture Dated as of August 1, 1995 to Second Amended and Restated First Mortgage Indenture Additional Issue (Secured Medium Term Notes, Series A) $75,000,000 COLONIAL GAS COMPANY Second Supplemental Indenture dated as of August 1, 1995 to Second Amended and Restated First Mortgage Indenture The above Supplemental Indenture was filed for recordation in Massachusetts as follows: Location Date Reference Secretary of the Documents Nos. Commonwealth ______ __, 1995 _____ and _____ Barnstable Instrument No. County ______ __, 1995 _____, Book _____, Page _____ Barnstable County, Document No. _____, Land Registration ______ __, 1995 Certificates of Division Title Nos. _____, _____, and _____ Middlesex County, Instrument No. North Division ______ __, 1995 _____, Book _____, Page _____ Middlesex County, Instrument No. South Division ______ __, 1995 _____, Book _____, Page _____ Instrument No. Plymouth ______ __, 1995 _____, Book _____, Page _____ THIS SUPPLEMENTAL INDENTURE, dated as of August 1, 1995 (hereinafter referred to as this "Supplemental Indenture" or this "Instrument"), made and entered into by and between Colonial Gas Company (formerly named "Lowell Gas Company"), a corporation duly organized and existing under the laws of The Commonwealth of Massachusetts, having its principal place of business at 40 Market Street, Lowell, Massachusetts (hereinafter referred to as the "Company"), and The First National Bank of Boston, a national banking association, having its principal place of business at 100 Federal Street, Boston, Massachusetts, as successor Trustee (hereinafter referred to, together with its successors hereunder, as the "Trustee") under the Second Amended and Restated First Mortgage Indenture dated as of June 15, 1992, as supplemented by the First Supplemental Indenture dated as of June 15, 1992 (as so supplemented, the "Indenture"), which amends, restates and supplements the Amended and Restated First Mortgage Indenture dated as of July 1, 1981 from the Company to State Street Bank and Trust Company, as supplemented by the First to Eighth Supplemental Indentures thereto, inclusive, which amended, restated and supplemented the First Mortgage Indenture and Deed of Trust dated as of June 1, 1951 from Lowell Gas Company to State Street Bank and Trust Company, as supplemented by the First to Twenty-second Supplemental Indentures thereto, inclusive, and the Indenture of Trust and First Mortgage dated as of April 1, 1950 from Cape Cod Gas Company (which has been merged into and with the Company) to State Street Bank and Trust Company, as supplemented by the First to Twenty-fifth Supplemental Indentures, thereto, inclusive. WHEREAS, the Company has heretofore duly executed and delivered to the Trustee the Indenture to which this instrument is supplemental, whereby substantially all the properties of the Company used by it in its gas business, whether then owned or thereafter acquired, with certain exceptions and reservations fully set forth in the Indenture, were given, granted, bargained, sold, transferred, assigned, pledged, mortgaged and conveyed to the Trustee, its successors and assigns, in trust upon the terms and conditions set forth therein to secure bonds of the Company issued and to be issued thereunder (the "Bonds"), and for other purposes more particularly specified therein; and WHEREAS, in order to comply with the provisions of sections 2.02, 3.01(g) and 4.07 of the Indenture, it is desirable and the Company is required and has duly and lawfully determined, at the request of the Trustee, to execute and deliver this instrument for the purpose of complying with said provisions; and WHEREAS, for the protection of the holders of the Bonds it is desirable to add certain covenants to the covenants of the Indenture; and; WHEREAS, it is necessary, desirable and not inconsistent with the security and protection intended to be conferred upon the Trustee and the holders of the Bonds to make certain provisions in this instrument in regard to matters arising under the Indenture; and WHEREAS, Bonds in the principal amounts specified below have heretofore been issued under and in accordance with the terms of the Indenture (or Prior Indentures, as defined in the Indenture) as separate series described or designated as hereinafter specified, of which the respective amounts specified below were outstanding on July 31, 1995: Principal Amount Principal Authorized and Amount Designation Issued Outstanding First Mortgage Bonds, $12,000,000 $ 6,000,000 Series CD First Mortgage Bonds, $15,000,000 $15,000,000 Series CE First Mortgage Bonds, $20,000,000 $16,363,636 Series CF First Mortgage Bonds, $20,000,000 $20,000,000 Series CG First Mortgage Bonds, $25,000,000 $25,000,000 Series CH and the Company now proposes to issue up to $75,000,000 in aggregate principal amount of additional First Mortgage Bonds designated Secured Medium Term Notes, Series A (herein referred to as the "Series A Notes") under the Indenture, which Bonds are to be further designated and described, as to dates, maturities, interest rates, sinking funds, denominations and redemption and call provisions, in such Series A Notes which the Company may issue from time to time, each in the form hereinafter set forth (and the Trustee hereby confirms its approval, previously given prior to the certification of any of said additional Bonds, of the form and designation thereof so specified); and WHEREAS, this Supplemental Indenture has been duly authorized by resolution of the Board of Directors of the Company, as required by section 3.01(b) of the Indenture, and the use of terms and expressions herein is in accordance with definitions, uses and constructions contained in the Indenture; and WHEREAS, the Series A Notes to be issued under the Indenture are to be substantially in the following form: (Form of Series A Note) No. ____-____ COLONIAL GAS COMPANY $____________ Secured Medium Term Note, Series A Due ________ ___, _____ COLONIAL GAS COMPANY, a Massachusetts corporation (hereinafter, with its successors and assigns, as defined in the Indenture mentioned below, generally called the "Company"), for value received, hereby promises to pay to _____________________ or registered assigns, on ________ ___, _____ (or earlier as hereinafter referred to), the principal sum of _____________________________________ dollars ($__________) in lawful money of the United States of America, and to pay interest thereon (computed on the basis of a 360-day year of twelve 30-day months), in like lawful money, from the date hereof, at the rate of ______________________ percent (______%) per annum, semi-annually on February 15 and August 15 of each year and at maturity, until the principal hereof shall become due and payable. The Company agrees to pay on demand interest on any overdue principal (including any overdue prepayment of principal) and premium, if any, at the rate of ____________________ percent (_____%) per annum and, to the extent permitted by law, interest on any overdue installment of interest at the rate at which such overdue installment was computed according to the terms hereof. The principal of, premium, if any, and interest hereof and hereon will be paid at the principal corporate trust office in Canton, Massachusetts of The First National Bank of Boston (hereinafter, with its successors and predecessors as defined in said Indenture, generally called the "Trustee") or at the principal office of its successor in the trust created by said Indenture or, at the option of the registered owner hereof, at such other office or agency of the Trustee or of the Company maintained by it for the purpose in the Burough of Manhattan, The City of New York, New York, or such other place as may be designated for the purpose pursuant to the provisions of said Indenture. This Note is one of a duly authorized issue of First Mortgage Bonds of the Company (the "Bonds") issued or to be issued in one or more series, the series of which this Note is one being designated Secured Medium Term Notes, Series A (herein generally referred to as the "Series A Notes"). The Series A Notes may be issued from time to time in various principal amounts and may mature at different times, may bear interest at different rates, may have different sinking fund provisions, may be in different denominations, may be subject to different redemption or call provisions and may otherwise vary. This Note is a Global Note within the meaning of the Indenture and is registered in the name of The Depository Trust Company, or its nominee, as depository. This Global Note is exchangeable for Series A Notes, registered in the name of a person other than such depository or its nominee only in the limited circumstances described in the Indenture, and no transfer of this Note (other than the transfer of this Note as a whole by such depository to its nominee or by such nominee to such depository or another nominee of such depository) may be registered except in such limited circumstances. Unless this Note is presented by an authorized representative of The Depository Trust Company to the issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or such other name as requested by an authorized representative of The Depository Trust Company and any payment hereon is made to Cede & Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest herein. All Bonds of all series and forms are issued or to be issued under and secured by a certain Second Amended and Restated First Mortgage Indenture dated as of June 15, 1992, as supplemented by the First and Second Supplemental Indentures, inclusive, executed counterparts of which are on file with the Trustee and may be examined at its principal corporate trust office in Canton, Massachusetts. Said Second Amended and Restated First Mortgage Indenture, as amended and so supplemented, is herein generally called the Indenture. Reference is made to the Indenture for a description of Bonds outstanding under the Indenture as of particular dates, including Prior Series Bonds as defined in the Indenture, for a description of the property mortgaged and pledged to the Trustee as security for Bonds, for a statement of the nature and extent of the security, the terms and conditions upon which Bonds have been, are or are to be issued and secured, the rights and remedies under the Indenture of the holders of all of said Bonds, and the rights and obligations under the Indenture of the Company and of the Trustee, and for the definitions of certain terms used but not defined in this Note; but neither the foregoing reference to the Indenture, nor any provision of this Note or of the Indenture, shall affect or impair the obligation of the Company, which is absolute, unconditional and unalterable, to pay, at the stated or accelerated maturities herein provided, the principal of and premium, if any, and interest on this Note as herein provided. By the terms of the Indenture, the Bonds to be secured thereby are issuable to an unlimited (except as provided in said Indenture) aggregate principal amount, in series which may vary as to date, amount, date of maturity, rate of interest and in other respects as in the Indenture provided. In certain events, on the conditions, in the manner, to the extent and with the effect set forth in the Indenture, (1) the principal of this Note may be declared and/or may become due and payable before the stated maturity hereof, together with the interest accrued hereon; (2) the Company and the Trustee may make modifications or alterations of the provisions of the Indenture and of this Note with the consent of the holders of not less than 66 2/3% in principal amount of the Bonds outstanding under the Indenture, including not less than 66 2/3% in principal amount of the Bonds of any series or sub-series affected in any manner or to any extent differing from that in or to which the Bonds of any other series or sub-series are affected; provided, however, that no such alteration or modification shall, without the consent of the registered owner of this Note, (a) impair the obligation of the Company in respect of the principal of or premium, if any, or interest on this Note, or extend the maturity hereof or change the rate or extend the time of payment of interest hereon or modify the terms of payment of such principal, premium, if any, or interest, or (b) permit the creation of any lien prior to or on a parity with the lien of the Indenture, except as expressly authorized by the Indenture, or (c) alter the percentages of the principal amount of Bonds required to declare the principal of and interest accrued on all Bonds outstanding immediately due and payable as a result of a default under the Indenture or to annul such declaration, or (d) reduce the percentage of the principal amount of Bonds with the consent of the holders of which modifications or alterations may be made as aforesaid; (3) the holders of not less than 66 2/3% in principal amount of the Bonds at the time outstanding under the Indenture, including not less than 66 2/3% in principal amount of the Bonds of any series or sub-series affected by the waiver in a manner different from that of any other series or sub-series, may waive any existing default under the Indenture and the consequences of any such default, except a default in the payment of the principal of, premium, if any, or interest on any of the Bonds, and except a default arising from the creation of any lien prior to or on a parity with the lien of the Indenture; (4) upon payment of charges and compliance with other conditions as provided in the Indenture, the Series A Notes are exchangeable, at the principal corporate trust office of the Trustee and at such other offices or agencies of the Trustee or of the Company as may be designated for the purpose, for like aggregate principal amounts of Series A Notes in authorized denominations; and this Note is transferable on books kept by the Company at said office of the Trustee and at such other offices or agencies, upon surrender and cancellation hereof at any such office or agency, duly endorsed or accompanied by a duly executed instrument of transfer, and thereupon a new fully registered Series A Note or Notes for a like aggregate principal amount will be issued to the transferee or transferees in exchange for this Note; and (5) the Series A Notes (i) are subject to redemption in whole or in part at any time prior to maturity if through the application of eminent domain moneys or the proceeds of insurance arising from loss or casualty, as specified in the Indenture, at the principal amount thereof, and (ii) to the extent specified in the attached table, if any, are subject to redemption, in whole or in part, at any time prior to maturity, at the option of the Company, on and after the initial redemption date specified in the attached table, at the applicable redemption prices (expressed as a percentage of the principal amount) set forth in the attached table, together in each case with accrued interest to the date fixed for redemption. Any redemptions permitted or required under the Indenture, other than those described in (i), will be deemed optional redemptions. At least thirty (30) but not more than sixty (60) days prior to the date on which any Series A Note is to be redeemed as aforesaid, written notice of such redemption shall be given by registered mail to the registered owners of the Series A Notes all or any portions of which are to be redeemed. If this Note is called in whole or in part, after provision has been duly made for notice of such call and after deposit shall have been made of the principal, premium, if any, and interest to the date fixed for redemption and such amounts are immediately available on the date fixed for redemption to the holders of the Series A Notes to be redeemed on surrender thereof, this Note, or such called part of the principal amount hereof, shall cease to be secured by the lien of the Indenture, no interest shall accrue on this Note or such called part hereof on and after the date fixed for redemption, and the Company after said date fixed for redemption shall be under no further liability in respect of the principal of or premium, if any, or interest on this Note or such called part hereof (except as expressly provided in the Indenture); and if less than the whole principal amount hereof shall be so called, the registered owner hereof shall be entitled, in addition to the sums payable on account of the part called, to receive, without expense to such owner, on surrender of this Note duly endorsed or accompanied by a duly executed instrument of transfer, one or more Series A Notes for an aggregate principal amount equal to that part of the principal amount hereof not then called and paid, or to present this Note for the notation hereon of the payment of the part of the principal amount then called and paid. This Note is not subject to redemption under any provision of the Indenture, or otherwise, except as expressly referenced above. The Company, the Trustee, any paying agent, any bond registrar and any other person may treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the principal of and premium, if any, and interest on this Note and for all other purposes, and neither the Company nor the Trustee, nor any paying agent or bond registrar, shall be affected by any notice or knowledge to the contrary, whether payments on this Note shall be overdue or not. The Company, and every successive owner and assignee of this Note, by accepting and holding the same, consents and agrees to the foregoing provisions, and each invites the others and all persons to rely thereon. No recourse shall be had for the payment of the principal of or premium, if any, or interest on this Note against any incorporator, stockholder, director, officer or agent, past, present or future, as such, of the Company or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, under any rule of law, statute or constitution or by the enforcement of any assessment or otherwise, all such liability of incorporators, stockholders, directors, officers and agents being released by the holder hereof by the acceptance of this Note and being likewise waived and released as provided in the Indenture, provided that nothing herein or in the Indenture shall prevent enforcement of obligations on stock not fully paid up. This Note shall take effect as a sealed instrument. This Note shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, Colonial Gas Company has caused this Note to be executed under its corporate seal and issued by its duly authorized officers, all as of _________________ __, 19__. COLONIAL GAS COMPANY By By Attest: (Form of Trustee's Certificate) This is one of the Series A Notes referred to in the within-mentioned Indenture. THE FIRST NATIONAL BANK OF BOSTON, as Trustee By Authorized Officer (Form of Endorsement) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________ (whose Taxpayer Identification Number is ____________________) the within Note, and all rights thereunder, hereby irrevocably constituting and appointing _________________ attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: In the presence of: Notice: The signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or enlargement or any change whatever. [Insert Redemption Table, if applicable] NOW, THEREFORE, THIS INSTRUMENT (BEING THE SECOND SUPPLEMENTAL INDENTURE TO THE INDENTURE) WITNESSETH that, in consideration of the premises, and of the acceptance and purchase of the Series A Notes by the holders thereof, and of the sum of $1.00 duly paid by the Trustee to the Company, and of other good and valuable consideration, the receipt of which is hereby acknowledged, and in confirmation of and supplementing and amending the Indenture and in performance of and compliance with the provisions thereof, said Colonial Gas Company has given, granted, bargained, sold, warranted, pledged, assigned, transferred, mortgaged and conveyed, and by these presents does give, grant, bargain, sell, transfer, warrant, assign, pledge, mortgage, convey and confirm unto The First National Bank of Boston, as Trustee, as provided in the Indenture, and its successor or successors in the trust thereby and hereby created, and its and their assigns, (a) all and singular the property, and rights and interests in property, described (directly or by cross-reference to the Prior Indentures) in the Indenture and thereby conveyed, pledged, assigned, transferred and mortgaged, or intended so to be (said descriptions being hereby made a part hereof to the same extent as if set forth herein at length), whether then or now owned or thereafter or hereafter acquired; (b) all of the real estate and personal property owned by the Company located respectively in the City of Lowell, and in the Towns of Chelmsford, Tewksbury, Dracut, Billerica, Westford, Tyngsborough, Dunstable, Pepperell, North Reading, Littleton, Wilmington, Wareham, Bourne (which includes the village of Buzzards Bay), Mashpee, Falmouth, Barnstable (which includes the village of Hyannis), Yarmouth, Dennis, Harwich, Chatham, Sandwich, Brewster, Orleans and Eastham, all in Massachusetts, including (without in any way limiting the generality of the foregoing) the parcel or parcels of real estate, if any, described in Exhibit A hereto; and (c) also without limiting the generality of the foregoing, all the right, title and interest of the Company in and to the franchises, rights, titles, interests, easements and all other real and personal property acquired or constructed by the Company since the execution and delivery of the Indenture as fully as if set forth herein at length; except such of said properties or interests therein described above in (a) to (c), inclusive, as may have been released by the Trustee or sold or disposed of in whole or in part as permitted by the Indenture. SUBJECT, HOWEVER, as to all of the foregoing, to the specific rights, privileges, liens, encumbrances, restrictions, conditions, limitations, covenants, interests, reservations, exceptions and otherwise as provided (directly or by cross- reference to the Prior Indentures) in the Indenture and in the descriptions (directly or by cross-reference to the Prior Indentures) in the Indenture and in the deeds or grants referred to therein (or in said Prior Indentures). BUT SPECIFICALLY RESERVING AND EXCEPTING (as the same were reserved and excepted from the lien of the Indenture) from this instrument and the grant, conveyance, mortgage, transfer and assignment herein contained all right, title and interest of the Company, now owned or hereafter acquired, in and to the properties and rights described (directly or by cross-reference to the Prior Indentures) on page 11 of the Indenture as specifically reserved and excepted. PROVIDED, HOWEVER, that if an event of default occurs and the Trustee or any receiver or trustee appointed for the purpose shall enter upon and take possession of the trust estate, the Trustee or such receiver or trustee may, to the extent permitted by law, take possession of the said specifically excepted property and use it as if such property were part of the trust estate, unless and until such default shall be remedied and possession of the trust estate restored to the Company. TO HAVE AND TO HOLD all such property, rights, title and interests unto The First National Bank of Boston, Trustee hereunder, its successors in the trust created by the Indenture, and its and their assigns, to its and their own use and behoof forever; BUT IN TRUST, NEVERTHELESS, under and subject to the provisions and conditions, with all the powers and authority and for the trusts and purposes set forth in the Indenture, and (1) for the equal pro rata benefit and security (except as provided in sections 2.09 and 2.10 of the Indenture, and except insofar as a sinking, improvement or analogous fund or funds, established in accordance with the provisions of the Indenture for any series of Bonds, may afford particular security for Bonds of one or more series or sub-series, and except independent security as provided in section 2.02 of the Indenture) of the holders of such of said series of Bonds as are now outstanding and $75,000,000 in aggregate principal amount of Series A Notes for the issue of which provision is made herein, and of the holders of all the Bonds from time to time certified, issued and outstanding under the Indenture, and the bearers of the coupons thereto appertaining, without (except as aforesaid) any preference, priority or distinction whatever of any Bond or coupon over any other Bond or coupon by reason of priority in the series or in the issue, sale or negotiation thereof, or otherwise, and (2) subject to the covenants, agreements, rights, privileges, immunities and duties set forth in the Indenture and this instrument. The Company hereby declares that it holds and will hold and apply all property described (directly or by cross-reference to the Prior Indentures) on page 11 of the Indenture as specifically reserved and excepted, upon the trusts of the Indenture set forth and as the Trustee (or any purchaser thereof upon any sale thereof hereunder) shall for such purpose direct, from time to time, to the fullest extent permitted by law or in equity, as fully as if the same could be and had been granted, conveyed, mortgaged, transferred and assigned to and vested in the Trustee by the Indenture. ARTICLE I Series A Notes Section 1.01. General Terms of Series A Notes. The second series of Bonds to be issued under the Indenture shall be known as "Secured Medium Term Notes, Series A." Such Series A Notes shall be limited in aggregate principal amount to $75,000,000. The Series A Notes shall be issued from time to time as fully registered Bonds, without coupons, and no coupon bonds shall be issued, whether upon original issue or upon transfers or exchanges. The Series A Notes shall be substantially in the form hereinbefore recited and, in each case, shall recite the principal amount, interest rate, maturity, redemption or call provisions and other provisions thereof, which may vary as among the Series A Notes. The Series A Notes may be issued in the denomination of one thousand dollars ($1,000) each or any multiple thereof and, without regard to the denomination thereof, shall be numbered consecutively. Each Series A Note shall be dated as of the day of certification, except that Series A Notes issued upon transfers and exchanges of Series A Notes and upon exchanges of temporary Bonds for such Series A Notes shall be dated so that no gain or loss of interest shall result from such transfer or exchange. The Series A Notes shall be due and payable on such dates, and shall bear interest at such rates (in each case computed on the basis of a 360-day year of twelve 30-day months from the date thereof) as may be specified therein from the date of issuance. Interest thereon shall be payable semi-annually, on February 15 and August 15 in each year, and at maturity, until the principal thereof shall become due and payable. The Company also agrees to pay on demand interest on any overdue principal (including any overdue prepayment of principal) and premium, if any, at a rate equal to the interest rate of the relevant Series A Note, plus one percent (1.00%) per annum and, to the extent permitted by law, interest on any overdue installment of interest at the rate at which such overdue installment of interest was calculated according to the terms of the Series A Notes. The Series A Notes shall be payable as to principal, premium, if any, and interest at, unless the holder of any such Bond and the Company shall have otherwise agreed in writing, the principal corporate trust office of the Trustee in Canton, Massachusetts, or at the principal office of its successor in trust created by the Indenture or, at the option of the registered owner thereof, at such other office or agency of the Trustee or of the Company maintained by it for the purpose in the Burough of Manhattan, The City of New York, New York, or such other place as may be designated for the purpose pursuant to the provisions hereof, in lawful money of the United States of America. The Series A Notes shall be exchangeable by the holders, and may be transferred, in each case as provided in section 2.06 of the Indenture, all upon payment of charges and otherwise as provided in the Indenture. The Series A Notes are not subject to redemption, at the option of the Company or otherwise, by operation of the provisions of the Indenture, whether under sections 7.02 and 7.03 of the Indenture, or otherwise, except as specifically set forth in the form of such Notes. Series A Notes at any time outstanding may be called for redemption in the manner provided in Article 5 of the Indenture and section 1.03 hereof (i) in whole or in part, at any time prior to maturity, at the option of the Company, to the extent, under the provisions of and at the redemption prices specified in the resolution of the Company providing for the issue of such Series A Notes (the "Resolution") and set forth in the related Series A Notes or (ii) in whole or in part at any time prior to maturity through the application of eminent domain moneys (as hereinafter defined) or the proceeds of insurance arising from loss or casualty under the provisions of the Indenture at the principal amount thereof; together in each case with unpaid interest accrued to the date fixed for redemption. Any redemptions permitted or required under the Indenture, other than those described in (ii) above, shall be deemed optional redemptions. The term "eminent domain moneys" shall mean the net proceeds of the taking of property included in the trust estate by exercise of the power of eminent domain, or by similar right or power, or the purchase or designation of the purchaser of, or ordering of the sale of, all or any part of such property by the exercise of any right of any governmental authority, or the sale or conveyance in lieu and in reasonable anticipation of any such event (provided that, in case of a sale or conveyance in anticipation of any such event, "eminent domain moneys" shall include, in addition to said net proceeds, the excess of the fair value over the net proceeds, if the fair value, as evidenced by an engineer's certificate, of the property sold or conveyed, is greater than such net proceeds), together with all net sums payable for any damage to any fixed assets embraced in the trust estate by or in connection with any such taking, sale or conveyance. Section 1.02. Payment of Interest. Whenever Series A Notes are called for redemption, the Company shall, in each case, prior to the date fixed for redemption thereof, pay to the Trustee in cash all unpaid interest accrued on such Series A Notes to said date fixed for redemption. Section 1.03. Procedure for Redemption. Except as otherwise provided in this section 1.03 or the Resolution, the procedure for redemption of Series A Notes shall be that specified in sections 5.02, 5.03 and 5.04 of the Indenture. Notice of redemption of any Series A Notes shall be given by the Company as provided in sections 5.02 and 5.03 of the Indenture, except that, unless otherwise provided in the Resolution, notice need be given only by mail and not by publication. Any such notice of redemption shall be mailed not less than thirty (30) nor more than sixty (60) days prior to the date on which the proposed redemption is to take place. The mailing of such notice shall be a condition precedent to redemption, provided that any notice which is so mailed shall be conclusively presumed to have been duly given, whether or not the holders receive such notice, and failure to give such notice by mail, or any defect in such notice, to the holder of any such Series A Note designated for redemption, in whole or in part, shall not affect the validity of the redemption of any other such Series A Note. Section 1.04. Global Notes. Notwithstanding any other provisions of this Supplemental Indenture, the Series A Notes issued by the Company and authenticated and delivered by the Trustee under this Supplemental Indenture shall be issued as definitive, fully-registered global notes in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), in the aggregate principal amount of all Series A Notes issued hereunder. The Company and the Trustee may treat DTC as, and shall deem DTC to be, the absolute owner of the Series A Notes evidenced by the global notes for the purpose of payment of principal of, premium, if any, and interest on such Series A Notes, for the purpose of all other matters with respect to such Series A Notes, for the purpose of registering transfers with respect to Series A Notes, and for all other purposes whatsoever. Neither the Company nor the Trustee shall have any responsibility or obligation to any of DTC's direct or indirect participants. Without limiting the immediately preceding sentence, neither the Company nor the Trustee shall have any responsibility or obligation with respect to (i) the accuracy of the records of DTC or its nominee or any of its direct or indirect participants with respect to any ownership interest in the global notes, (ii) the delivery to any of DTC's direct or indirect participants or any other person, other than DTC, of any notice with respect to the Series A Notes evidenced by the global notes, (iii) the payment to any of DTC's direct or indirect participants or any other person, other than DTC, of any amount with respect to the principal of, premium, if any, or interest on the Series A Notes evidenced by the global notes, and (iv) the failure of DTC to provide any information or notification on behalf of any of DTC's direct or indirect participants. The Trustee shall pay all principal of and premium, if any, and interest on the Series A Notes only to or upon the order of DTC, and all such payments shall be valid and effective to fully satisfy the Company's obligations with respect to the principal of and premium, if any, and interest on such Series A Notes to the extent so paid. Notwithstanding the provisions of the Indenture to the contrary (including, without limitation, place of payment, surrender of the Series A Notes, registration and transfer thereof and authorized denominations), as long as any of the Series A Notes are in the form of a global note, full effect shall be given to the procedures and practices of DTC with respect thereto, and the Trustee shall comply therewith. In the event that (i) DTC (or any successor securities depository) is at any time unwilling or unable to continue as depository and a successor depository is not appointed by the Company within 90 days, (ii) the Company determines that the continuation of the system of book-entry only transfers through DTC (or a successor securities depository) is not in the best interests of the beneficial owners of the Series A Notes or is burdensome to the Company, or (iii) a default under the Indenture has occurred and is continuing, the Company will notify DTC and the Trustee, whereupon DTC or the Trustee will notify DTC participants of the availability through DTC of certificates for the Series A Notes. In such event, the Company and the Trustee shall execute and deliver a supplemental indenture to add such provisions and to make such modifications, including in the form of Series A Note, as may be necessary or appropriate to provide for the issuance of the Series A Notes in certificated form and the Company shall issue and the Trustee shall transfer and exchange certificates for the Series A Notes as requested by DTC in denominations as prescribed by Section 1.01 hereof, to the identifiable beneficial owners in replacement of such beneficial owners' respective beneficial interests in the Series A Notes. ARTICLE II Miscellaneous Section 2.01. Certain Covenants. For purposes of Sections 3.01(h) and 4.22 of the Indenture, and not for any other purpose, the Series A Notes are hereby designated as Prior Series Bonds. Section 2.02. Miscellaneous Provisions. The Trustee shall be entitled to, may exercise and shall be protected by, where and to the full extent that the same are applicable, all the rights, powers, privileges, immunities and exemptions provided in the Indenture, as if the provisions concerning the same were incorporated herein at length. The Trustee under the Indenture shall ex officio be Trustee hereunder. The remedies and provisions of the Indenture, applicable in case of any default by the Company thereunder, are hereby adopted and made applicable in case of any default with respect to the properties included herein and, without limitation of the generality of the foregoing, there are hereby conferred upon the Trustee the same powers of sale and other powers over the properties described herein as are expressed to be conferred by the Indenture. If, pursuant to Article I of this Supplemental Indenture or any similar provision of any other supplemental indenture, the Trustee makes payment of the redemption price of all or a portion of any registered Series A Note directly to the registered owner thereof without presentation or surrender thereof, the Trustee shall have no responsibility to ascertain whether such registered owner carries out its agreement not to dispose of such Note without prior presentation or surrender thereof to the Trustee as provided in said Article I or similar provision, and the Trustee shall not be liable for any claim if arising out of or because of the failure of such registered owner to carry out its said agreement. The recitals in this Supplemental Indenture shall be taken as recitals by the Company alone, and shall not be considered as made by or as imposing any obligation or liability upon the Trustee, nor shall the Trustee be held responsible for the legality or validity of this Supplemental Indenture, and the Trustee makes no covenants or representations, and shall not be responsible, as to or for the effect, authorization, execution, delivery or recording of this Supplemental Indenture, except as expressly set forth in the Indenture. The Trustee shall not be taken impliedly to waive by this Supplemental Indenture any right it would otherwise have. As provided in the Indenture, this Supplemental Indenture shall hereafter form a part of the Indenture. The date of this Supplemental Indenture is intended as and for a date for reference and for identification, the actual time of the execution hereof being the date set forth in the testimonium clause hereof. This Supplemental Indenture shall become void when the Indenture shall be void. If any provision of this Supplemental Indenture limits, qualifies or conflicts with the duties imposed by operation of Section 318(c) of the Trust Indenture Act of 1939, as amended, such imposed duties shall control. This Supplemental Indenture may be simultaneously executed in any number of counterparts, each of which shall be deemed an original; and all said counterparts executed and delivered, each as an original, shall constitute but one and the same instrument, which shall for all purposes be sufficiently evidenced by any such original counterpart. IN WITNESS WHEREOF, Colonial Gas Company has caused this Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers thereunto duly authorized, and The First National Bank of Boston has caused this Supplemental Indenture to be executed, and its corporate seal to be hereto affixed, by its officers thereunto duly authorized, all as of the day and year first above written but actually on the ____ day of ________, 1995. COLONIAL GAS COMPANY [Seal] By_____________________________ By______________________________ Attest: ____________________________________ Clerk THE FIRST NATIONAL BANK OF BOSTON, as Trustee [Seal] By _________________________________ By _________________________________ Attest: ____________________________________ Clerk The Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On this _____ day of __________, 1995 before me personally appeared ____________________, and _____________, to me personally known, who, being by me duly sworn, did say that they are the ________________ and _______________, respectively, of Colonial Gas Company, that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed by them on behalf of said corporation by authority of its Board of Directors; and the said _____________ and _________________, acknowledged said instrument to be the free act and deed of said corporation. [Seal] ___________________________ Notary Public My Commission Expires: The Commonwealth of Massachusetts ) ) ss.: County of Suffolk ) On this _____ day of __________, 1995 before me personally appeared __________________ and __________________, to me personally known, who, being by me duly sworn, did say that they are the ___________________ and ___________________, respectively, of The First National Bank of Boston, that the seal affixed to the foregoing instrument is the corporate seal of said bank, and that said instrument was signed and sealed by them on behalf of said bank, by authority of its Board of Directors; and the said ___________________ and _____________________, acknowledged said instrument to be the free act and deed of said trust company, as trustee. [Seal] _______________________ Notary Public My Commission Expires: Exhibit A REAL ESTATE ACQUIRED BY COLONIAL GAS COMPANY [END OF EXHIBIT 4f TO FORM S-3] EX-5 5 [EXHIBIT 5 TO FORM S-3] PALMER & DODGE One Beacon Street Boston, Massachusetts 02108 Telephone: (617) 573-0100 Facsimile: (617) 227-4420 August 16, 1995 Colonial Gas Company 40 Market Street Lowell, MA 01852 Ladies and Gentlemen: We are furnishing this opinion in connection with the Registration Statement on Form S-3 (the "Registration Statement") being filed by Colonial Gas Company (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement relates to a maximum of $75,000,000 aggregate principal amount of First Mortgage Bonds of the Company, designated Secured Medium Term Notes, Series A (the "Series A Notes"), to be issued from time to time pursuant to a proposed Second Supplemental Indenture (the "Supplemental Indenture") to the Second Amended and Restated First Mortgage Indenture dated as of June 15, 1992 between the Company and The First National Bank of Boston, as successor Trustee (as supplemented and amended, and as proposed to be supplemented by the Supplemental Indenture, the "Indenture"). We have acted as counsel to the Company in connection with the preparation of the Registration Statement and the proposed issuance of the Series A Notes. We have made such examination as we consider necessary to render this opinion. Based upon the foregoing and assuming that the terms of the Series A Notes will comply with applicable law at the time of issuance, we are of the opinion that: (1) when the Board of Directors of the Company or its Executive Committee or the designee thereof has determined the terms and conditions relating to the issuance and sale of the Series A Notes, the Series A Notes will be duly authorized by the Company; (2) upon the execution and delivery of the Supplemental Indenture and the filing with the Trustee under the Indenture of the proper papers, the Series A Notes will be issuable under the terms of the Indenture; (3) upon the effectiveness of the Registration Statement, the qualification of the Indenture under the Trust Indenture Act of 1939, and the approval of the issuance of the Series A Notes by the Massachusetts Department of Public Utilities, no further authorization, consent or approval by any regulatory authority will be required for the valid issuance and sale of the Series A Notes (except under the securities laws of the several states, as to which we do not express an opinion); and (4) upon the due execution and delivery of the Supplemental Indenture and the due execution, certification and delivery of the Series A Notes in accordance with the corporate and regulatory authorizations referred to above and in accordance with the Indenture, against payment therefor as contemplated by the Registration Statement, the Series A Notes will be valid and legally binding obligations of the Company, subject to bankruptcy, reorganization, insolvency, moratorium and similar laws affecting creditors' rights generally and to general principles of equity. We hereby consent to the filing of this opinion as a part of the Registration Statement and to the reference to our firm under the caption "Legal Opinions" in the Prospectus filed as a part thereof. Very truly yours, Palmer & Dodge [END OF EXHIBIT 5 TO FORM S-3] EX-12 6 [EXHIBIT 12 TO FORM S-3] COLONIAL GAS COMPANY COMPUTATION OF EARNINGS TO FIXED CHARGES (Dollars in Thousands) Twelve Year Ended December 31, Months Ended June, 30 1990 1991 1992 1993 1994 1995 Earnings: Income Before $14,175 $16,515 $18,130 $20,174 $19,444 $18,030 Interest Expense Add: State & Federal 3,013 4,632 7,211 8,116 7,210 5,086 Income Taxes Implied Interest on 692 497 444 500 304 284 Leases Total $17,880 $21,644 $25,784 $28,789 $26,958 $23,400 Earnings Fixed Charges: Interest on Long- $7,858 $7,293 $7,386 $8,447 $8,079 $7,820 Term Debt Amortization of Debt 82 78 86 134 148 136 Expense Other Interest 1,617 1,497 448 (40) 712 1,595 Implied Interest on 692 497 444 500 304 284 Leases Total Fixed $10,249 $9,365 $8,364 $9,041 $9,243 $9,835 Charges Ratio of Earnings to 1.74 2.31 3.08 3.18 2.92 2.38 Fixed Charges [END OF EXHIBIT 12 TO FORM S-3] EX-23 7 [EXHIBIT 23a TO FORM S-3] Consent of Independent Certified Public Accountants We have issued our reports dated January 18, 1995, accompanying the consolidated financial statements of Colonial Gas Company and subsidiaries appearing in the 1994 Annual Report of the Company to its shareholders and accompanying the schedules included in the Annual Report on Form 10-K for the year ended December 31, 1994 which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports and to the use of our name as it appears under the caption "Experts." GRANT THORNTON LLP Boston, Massachusetts August 16, 1995 [END OF EXHIBIT 23a TO FORM S-3] EX-25 8 [EXHIBIT 25 TO FORM S-3] SECURITIES ACT OF 1933 FILE NO: (IF APPLICATION TO DETERMINE ELIGIBILITY OF TRUSTEE FOR DELAYED OFFERING PURSUANT TO SECTION 305(b)(2)) SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________ FORM T-1 STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)______ ______________________ THE FIRST NATIONAL BANK OF BOSTON (Exact name of trustee as specified in its charter) 04-2472499 (I.R.S. Employer Identification No.) 100 Federal Street, Boston, Massachusetts 02110 (Address of principal executive offices) (Zip Code) Gary A. Speiss, Cashier and General Counsel 100 Federal Street, 24th Floor, Boston, Massachusetts 02110 (617) 434-2870 (Name, address and telephone number of agent for service) __________________________ COLONIAL GAS COMPANY (Exact name of obligor as specified in its charter) Massachusetts 04-1558100 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 40 MARKET STREET LOWELL, MA 01852 (Address of principal executive offices) (Zip Code) Secured Medium Term Notes (Title of indenture securities) 1. General Information. Furnish the following information as to the trustee: (a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency of the United States, Washington D.C. Board of Governors of the Federal Reserve System, Washington, D.C Federal Deposit Insurance Corporation, Washington, D.C. (b) Whether it is authorized to exercise corporate trust powers. Trustee is authorized to exercise corporate trust powers. 2. Affiliations with Obligor and Underwriters. If the obligor or any underwriter for the obligor is an affiliate of the trustee, describe each such affiliation. None with respect to the Trustee. (See Notes on page __) None with respect to Bank of Boston Corporation. 3. through 11. Not applicable. 12. Indebtedness of the Obligor to the Trustee COL. A COL. B COL. C NATURE OF AMOUNT INDEBTEDNESS OUTSTANDING DATE DUE 1) REVOLVING CREDIT LINE $15,145,600.00 7/31/95 2) MONEY MARKET CREDIT LINE $ 0.00 7/31/95 13. through 15. Not applicable. 16. List of Exhibits. List below all exhibits filed as part of this statement of eligibility and qualification. 1. A copy of the articles of association of the trustee as now in effect. A certified copy of the Articles of Association of the trustee is filed as Exhibit No. 1 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 2. A copy of the certificate of authority of the trustee to commence business, if not contained in the articles of association. A copy of the certificate of T. McLean Griffin, Cashier of the trustee, dated February 3, 1978, as to corporate succession containing copies of the Certificate of the Comptroller of the Currency that The Massachusetts Bank, National Association, into which The First National Bank of Boston was merged effective January 4, 1971, is authorized to commence the business of banking as a national banking association, as well as a certificate as to such merger is filed as Exhibit No. 2 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 3. A copy of the authorization of the trustee to exercise corporate trust powers, if such authorization is not contained in the documents specified in paragraph (1) or (2) above. A copy of a certificate of the Office of the Currency dated February 6, 1978 is filed as Exhibit No. 3 to statement of eligibility and qualification No. 22-9514 and is incorporated herein by reference thereto. 4. A copy of the existing by-laws of the trustee, or instruments corresponding thereto. A certified copy of the existing By-Laws of the trustee dated December 23, 1993 is filed as Exhibit No. 4 to statement of eligibility and qualification No. 22-25754 and is incorporated herein by reference thereto. 5. The consent of the trustee required by Section 321(b) of the Act. The consent of the trustee required by Section 321(b) of the Act is annexed hereto and made a part hereof. 6. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority is annexed hereto as Exhibit 7 and made a part hereof. NOTES In answering any item in this Statement of Eligibility and Qualification which relates to matters peculiarly within the knowledge of the obligor or any underwriter for the obligor, the trustee has relied upon information furnished to it by the obligor and the underwriters, and the trustee disclaims responsibility for the accuracy or completeness of such information. The answer furnished to Item 2 of this statement will be amended, if necessary, to reflect any facts which differ from those stated and which would have been required to be stated if known at the date hereof. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The First National Bank of Boston, a national banking association organized and existing under the laws of The United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Town of Canton and Commonwealth of Massachusetts, on the 14th day of July,1995. THE FIRST NATIONAL BANK OF BOSTON, Trustee By : James Mogavero Authorized Officer EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issue by Colonial Gas Company of Medium Term Notes, we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. THE FIRST NATIONAL BANK OF BOSTON, Trustee By : James Mogavero Authorized Officer EXHIBIT 7 CONSOLIDATED REPORT OF CONDITION, INCLUDING DOMESTIC AND FOREIGN SUBSIDIARIES, OF THE FIRST NATIONAL BANK OF BOSTON In the Commonwealth of Massachusetts, at the close of business on December 31, 1994. Published in response to call made by Comptroller of the Currency, under Title 12, United States Code, Section 161. Charter number 200. Comptroller of the Currency Northeastern District. ASSETS Dollar Amounts in Thousands Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin $ 1,862,093 Interest-bearing balances 1,551,280 Securities 3,935,691 Federal funds sold and securities purchased under agreements to resell in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds sold 758,937 Securities purchased under agreements to resell 0 Loans and lease financing receivables: Loans and leases, net of unearned income $25,796,462 LESS: Allowance for loan and lease losses 534,630 LESS: Allocated transfer risk reserve 0 Loans and leases, net of unearned income, allowance and reserve 25,261,832 Assets held in trading accounts 840,348 Premises and fixed assets (including capitalized leases) 398,475 Other real estate owned 48,504 Investments in unconsolidated subsidiaries and associated companies 103,670 Customers' liability to this bank on acceptances outstanding 304,031 Intangible assets 651,394 Other assets 1,170,251 Total Assets $36,886,506 LIABILITIES Deposits: In domestic offices $14,924,310 Noninterest-bearing $ 4,035,673 Interest-bearing 10,888,637 In foreign offices, Edge and Agreement subsidiaries, and IBF's 9,998,764 Noninterest-bearing 570,582 Interest-bearing 9,428,182 Federal funds purchased and securities sold under agreements to repurchase in domestic offices of the bank and of its Edge and Agreement subsidiaries, and in IBF's: Federal funds purchased 2,464,904 Securities sold under agreements to repurchase 277,077 Demand notes issued to the U.S. Treasury 364,045 Trading Liabilities 227,865 Other borrowed money 3,875,462 Mortgage indebtedness and obligations under capitalized leases 14,007 Bank's liability on acceptances executed and outstanding 305,512 Subordinated notes and debentures 979,167 Other liabilities 1,022,105 Total Liabilities $34,453,218 Limited-life preferred stock and equity capital 0 EQUITY CAPITAL Perpetual preferred stock and related surplus $ 0 Common stock 82,264 Surplus 987,524 Undivided profits and capital reserves 1,408,062 LESS: Net unrealized loss on marketable equity securities (39,027) Cumulative foreign currency translation adjustments (5,535) Total equity capital 2,433,288 Total Liabilities, Limited-life preferred stock, and equity $36,886,506 I, Robert T. Jefferson, Comptroller of the above-named bank, do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. Robert T. Jefferson February 13, 1995 We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. Charles K. Gifford Ira Stepanian J. Donald Monan Directors February 13, 1995 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, the trustee, The First National Bank of Boston, a national banking association organized and existing under the laws of The United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the Town of Canton and Commonwealth of Massachusetts, on the 14th day of July,1995. THE FIRST NATIONAL BANK OF BOSTON, Trustee By : James Mogavero Authorized Officer EXHIBIT 6 CONSENT OF TRUSTEE Pursuant to the requirements of Section 321(b) of the Trust Indenture Act of 1939 in connection with the proposed issue by the Colonial Gas Company of Medium Term Notes, we hereby consent that reports of examinations by Federal, State, Territorial, or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon request therefor. THE FIRST NATIONAL BANK OF BOSTON, Trustee By : James Mogavero Authorized Officer [END OF EXHIBIT 25 TO FORM S-3]