CITIZENS BANK NEW HAMPSHIRE
August 30, 2000
▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
UNITIL CORP.
▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Dear ▇▇▇▇:
This letter agreement sets forth the terms under which Citizens Bank New
Hampshire (the "Bank") will make available to UNITIL Corporation (the
"Borrower") a Line of Credit for up to $5,000,000.00 until August 31, 2001 (the
"Line").
Any loan under this Line will bear interest (computed on a 360 day per year
basis) at the Alternate Base Rate as in effect on the date of the particular
loan. For this Line, Alternate Base Rate means, for each loan, the London
Interbank Offered Rate ("LIBOR") for the term of the loan [not to exceed ninety
(90) days] as in effect on the date of the loan plus four-tenths of one percent
per annum.
Each loan must be not less than $500,000.00. This Line is available subject
to Bank's continued satisfaction with the financial condition of Borrower and
its subsidiaries and to no substantive changes in monetary or governmental
regulations. Borrower shall deliver to Bank: annual report and 10K report by
April 30; and 10-Q by ninety (90) days after the close of each calendar quarter.
The Borrower shall establish and fund an account with the Bank which the
Bank may debit for payments due, quarterly fees, and other amounts due. Loan
advances will be made upon telephone request by officers designated in writing
by Borrower and shall be deposited by Bank into the account.
Loans will be evidenced by a Promissory Note in the form attached hereto.
Each loan and the corresponding information (date, amount, maturity date, and
interest rate) will be recorded the date of this telephone request. Bank's
corresponding advices of credit and debit will be additional evidence of loans
in the format described above, and Borrower agrees that absent manifest error
this record shall be conclusive and binding.
Borrower acknowledges that Bank has disclosed the following finance charges
in connection with this loan: interest at the rate set forth above and in the
Note.
If the foregoing satisfactorily sets forth the terms and conditions of this
lending arrangement, please indicate your acceptance thereof by executing and
returning the attached copy of this letter and the attached Promissory Note.
We are pleased to provide this Line of Credit and look forward to the
ongoing development of our relationship.
Sincerely,
CITIZENS BANK NEW HAMPSHIRE
By:__________________________________
Its:
AGREED AND ACCEPTED:
UNITIL CORPORATION
By:________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
By:________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer
PROMISSORY NOTE
$5,000,000.00 Portsmouth, NH
August 30, 2000
FOR VALUE RECEIVED, the undersigned UNITIL CORPORATION hereby promises to
pay to the order of CITIZENS BANK NEW HAMPSHIRE (the "Bank"), at the office of
the Bank in Portsmouth, New Hampshire, the aggregate principal amount of all
loans made by the Bank to the undersigned pursuant to the Letter Agreement
between the Bank and the undersigned dated August 30, 2000, as shown in the
schedule attached hereto (the "Note Schedule"), together with interest on each
loan from the date such loan is made until the maturity thereof at the
applicable rate set forth in the Note Schedule. The principal amount of each
loan shall be payable on the maturity date of such loan as indicated in the Note
Schedule, and, in any event, the aggregate outstanding principal amount of all
loans hereunder shall be due and payable on August 31, 2001. Interest on the
principal amount of each loan shall be payable on the same date as the principal
amount is due.
All loans under this Note will bear interest (computed on a 360 day per
year basis) at the Alternate Base Rate as in effect from time to time. Alternate
Base Rate means, for each loan, the London Interbank Offered Rate ("LIBOR") for
the term of the loan [which must be selected by the undersigned at the time of
the Loan and shall not exceed ninety (90) days] as in effect on the date of the
loan plus four-tenths of one percent per annum. All payments shall be made in
lawful currency of the United States of America in immediately available funds.
Principal not paid when due shall bear interest from the maturity date,
payable on demand and compounded monthly, at a rate per annum equal to two
percent above the Alternate Base Rate.
Any principal paid prior to its maturity date shall nevertheless bear
interest at the designated rate through the maturity date which interest shall
be paid as a prepayment fee on or before the maturity date.
If any of the following events of default shall occur ("Defaults"): (a)
default in the payment or performance of any of the Obligations or of any
obligation of the Obligor or its subsidiaries to others for borrowed money or in
respect of any extension of credit or accommodation which shall continue uncured
for any applicable grace period; (b) failure of any material representation or
warranty, statement, or information in any documents or financial statements
delivered to the Bank for the purpose of inducing it to make or maintain any
loan under this Note to be true and correct; (c) failure of the undersigned to
file any tax return, or to pay or remit any tax, when due, except for taxes
which UNITIL Corporation is actively disputing and as to which UNITIL
Corporation is maintaining adequate reserves in accordance with Generally
Accepted Accounting Principles; (d) failure to furnish the holder promptly on
request with financial information about or to permit reasonable inspection by
the holder of books, records and properties of the Obligor; (e) the Obligor or
its subsidiaries generally not paying its debts as they become due; (f)
dissolution, termination of existence, insolvency, business failure, appointment
of a receiver or other custodian of any part of the property of, assignment for
the benefit of creditors by, or the commencement of any proceedings under any
bankruptcy or insolvency laws by or against, the Obligor or its subsidiaries;
(g) change in the condition or affairs (financial or otherwise) of the Obligor
or its subsidiaries which in the opinion of the holder will impair its security
or increase its risk; thence immediately and automatically with respect to any
Defaults set forth in clauses (e) and (f) above, and thereupon or at any time
thereafter, with respect to each other Default (such Default not having been
previously cured), at the option of the holder, all Obligations of the
undersigned shall become immediately due and payable without notice or demand
and Bank shall have no further duty to make any additional loans.
The Obligor waives presentment, demand, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence under this Note.
As used herein "Obligor" means any person primarily or secondarily liable
hereunder or in respect hereto; "Obligation" means any obligation hereunder or
otherwise of any Obligor to the holder, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising; and
"holder" means the payee or any endorsee of this Note who is in possession of
it, or the bearer hereof if this Note is at the time payable to the bearer.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note. No waiver of any right shall be effective unless in writing and
signed by the holder nor shall a waiver on one occasion be constructed as a bar
to or waiver of any such right or any future occasion.
The undersigned will pay on demand all costs of collection and attorneys'
fees paid or incurred by the holder in enforcing the Obligations of the Obligor.
Upon any advance under this Note, the Obligor is immediately required to provide
an executed copy of the Note including the date of the advance, the principal
amount of the advance, the maturity date, and the interest rate.
This instrument shall have the effect of an instrument executed under seal
and shall be governed by and construed in accordance with the laws of the State
of New Hampshire.
UNITIL CORPORATION
By:________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇, Treasurer
By:________________________________________
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Chief Financial Officer
SCHEDULE TO PROMISSORY NOTE
OF UNITIL CORPORATION
Date of Principal Maturity Interest Date and Notation
Loan Amount of Date Rate Amount of Made by
---- Loan ---- ---- Payment -------
---- Received
--------