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File No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington DC 20549
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APPLICATION AND DECLARATION
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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UNITIL CORPORATION
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
UNITIL POWER CORP.
UNITIL REALTY CORP.
UNITIL RESOURCES, INC.
UNITIL SERVICE CORP.
6 Liberty Lane West
Hampton, New Hampshire 03842
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(Name of company filing this statement and
address of principal executive offices)
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03842
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(Name of top registered holding
company parent of each applicant or declarant)
Gail A. Siart
Chief Financial Officer
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03842
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(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
William S. Lamb, Esq.
LeBoeuf, Lamb, Greene, and MacRae, L.L.P.
125 West 55th Street
New York, New York 10019 - 5389
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
Unitil Corporation ("UNITIL"), a New Hampshire corporation and a
registered holding company under the Public Utility Holding Company Act of 1935,
as amended (the "Act"), and its wholly owned subsidiary companies, Concord
Electric Company ("Concord"), Exeter & Hampton Electric Company ("Exeter"),
Fitchburg Gas and Electric Light Company ("Fitchburg"), Unitil Power Corp.
("UNITIL Power"), Unitil Realty Corp. ("UNITIL Realty"), Unitil Resources, Inc.
("UNITIL Resources") and Unitil Service Corp. ("UNITIL Service") (the
"Subsidiaries" and together with UNITIL the "Applicants") hereby submit this
application-declaration on Form U-1 with the Securities and Exchange Commission
(the "Commission") for authorization and approval under Sections 6(a) and 7,
9(a), 10 and 12(b) of the Act and Rules 43 and 45 thereunder with respect to the
following transactions:
(a) short-term borrowing by UNITIL through June 30, 2000 on a
revolving basis under current and proposed unsecured facilities
from certain banks up to an aggregate amount of $25 million for a
period of time through June 30, 2000;
(b) short-term borrowings by Fitchburg through June 30, 2000
pursuant to formal or informal credit lines up to $12,000,000; and
(c) in connection with the continued use of the system money pool
("Money Pool") by the Applicants, pursuant to the Cash Pooling and
Loan Agreement ("Pooling Agreement") among UNITIL and the
Subsidiaries dated as of February 1, 1985, as amended (attached
hereto as Exhibit B-1),(i) for Fitchburg to make loans to the
Subsidiaries and incur borrowings from the Applicants, and (ii)
for the Applicants to make loans to Fitchburg.
By order dated July 11, 1995 the Applicants are currently authorized
to make unsecured short-term borrowings and to operate under the Money Pool, as
more fully described in the joint application-declaration on Form U-1, as
amended, in File No. 70-8623, and the Commission's order with respect thereto
(HCAR No. 26328). Pursuant to Rule 52, the continued operation of the Money Pool
does not require further Commission approval.
Neither UNITIL nor any Subsidiary thereof, except in accordance with the
provisions of the Act: (1) has acquired an ownership interest in an exempt
wholesale generator ("EWG") or a foreign utility company ("FUCO") as defined in
Sections 32 and 33 of the Act; (2) will use the proceeds of the transactions
proposed herein to invest in an EWG or FUCO; or (3) now is or as a consequence
of the transactions proposed herein will become a party to or has or will as a
consequence of the transactions proposed herein have any right under a service,
sales, or construction contract with an EWG or FUCO.
ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
A. Bank Borrowing by UNITIL
In this application-declaration, UNITIL seeks to extend the
authorization through June 30, 2000 for its short-term bank borrowing
arrangements, as described herein.
As of March 31, 1997, UNITIL had three unsecured lines of credit: an
$8,000,000 unsecured line of credit from the Bank of Boston (attached hereto as
Exhibit B-2); an $8,000,000 unsecured line of credit from Fleet Bank - New
Hampshire (attached hereto as Exhibit B-3); and a $2,000,000 unsecured line of
credit with State Street Bank and Trust Company (attached hereto as Exhibit
B-4).
o The $8,000,000 unsecured line of credit from the Bank of Boston is
available to UNITIL through July 31, 1997. Borrowings will bear an
interest rate which at all times shall be the greater of the rate of
interest announced publicly by Bank of Boston as the bank's corporate
base rate or 50 basis points above the daily federal funds effective
rate published by the Federal Reserve Bank of New York. Except in
unusual circumstances the bank's corporate base rate would apply. In
addition to the line, and for the same period ending July 31, 1997,
the Bank of Boston has approved an informal money market lending
arrangement for UNITIL. Under this arrangement the Bank of Boston will
entertain money market loan requests for minimum amounts of $500,000
at money market rates fixed for a period of up to 60 days. At no time
may the combination of borrowings under the line and money market
loans exceed $8,000,000. In consideration for the availability of the
line of credit, the Bank of Boston will charge on a quarterly in
arrears basis, a fee in lieu of balances equivalent to 37.5 basis
points times the line amount. The line of credit is available subject
to the Bank of Boston's continued satisfaction with the financial
condition of UNITIL and to no substantive changes in monetary or
governmental regulations.
o The $8,000,000 unsecured line of credit from Fleet Bank is
available to UNITIL through July 31, 1997. The interest rate for
borrowing under the facility is the lower of rates quoted to UNITIL
as: 1) the bank's corporate base rate as established by Fleet from
time to time; or the bank's 1 month reserve-adjusted Eurodollar rate
plus 30 basis points; or, money market rates that the bank may quote
from time to time in its sole discretion. The compensation for
extending the facility is an administration fee of $250.00, plus a
fee equal to 25 basis points times the first $2,000,000 of the line
amount, payable quarterly in arrears. This line is available to
UNITIL subject to the bank's continued satisfaction with the financial
condition of UNITIL and its subsidiaries and to no substantive changes
in monetary or governmental regulations.
o The $2,000,000 unsecured line of credit with State Street Bank
and Trust Company is available to UNITIL through June 30, 1997. At
UNITIL's option, borrowings under the line bear interest at a rate per
annum equal to: 1) the bank's prime rate; or, 2) rates quoted to
UNITIL at fixed rates of interest at which the Bank is willing to make
money market loans in amounts and interest rate periods requested by
UNITIL. Under this arrangement, the prime rate is defined as the rate
of interest announced by the Bank of Boston, Massachusetts from time
to time as its "Prime Rate". Money market loans may be requested for
interest periods of up to 90 days. As compensation for this
arrangement UNITIL pays a fee of 25 basis points times the full amount
of the facility. The fee is payable quarterly in arrears. This line is
available to UNITIL subject to the bank's continued satisfaction with
the financial condition of UNITIL and its subsidiaries and to no
substantive changes in monetary or governmental regulations.
The term "corporate base rate", as used in the above discussion of
UNITIL's short-term bank borrowing facilities, is synonymous with the prime
rate, which is announced publicly by the banks as the rate charged on loans to
the largest and most creditworthy business firms. The term "money market rate"
refers to a market based rate which is made available by the banks on an
offering or "when available" basis. Money market rates are offered by the banks,
at a given point in time, and will vary depending on a number of factors
including: the availability of bank funds, the bank's internal cost of funding,
the creditworthiness of the borrower, the term of the loan, the size of the loan
and the degree of competition among the banks in a market. The money market rate
offered by a bank is normally a lower rate with more favorable terms and
conditions than its corporate base rate. Under its short-term bank borrowing
facilities, UNITIL borrows at its banks' money market rates when such rates are
available and more favorable than corporate base rates. Any borrowings at money
market rates, under current facilities and facilities proposed below, do not and
will not exceed the prime rate for unsecured loans by the same bank.
UNITIL proposes to issue short-term notes pursuant to both formal and
informal lines of credit with lending institutions. UNITIL's current borrowing
agreements, described above and attached as Exhibits B-2, B-3 and B-4 are
typical of the forms of short-term notes proposed to be used by UNITIL.
Short-term unsecured promissory notes will be issued by UNITIL to a particular
lending institution prior to the first borrowing under that promissory note.
Borrowings will be evidenced on a "grid" schedule, in the form attached to each
promissory note and will be recorded the day that the request for borrowing is
made. The bank holding the respective promissory notes will maintain the record
of borrowings and repayments without the necessity of issuing additional notes.
UNITIL anticipates that the promissory notes used may vary from the forms
described above to reflect customary terms or particular lending practices and
policies of different lending institutions, but otherwise will be substantially
similar.
UNITIL's present and proposed short-term borrowing arrangements
provide, and will provide, for borrowings at the so-called "base" or "prime"
rates and are subject to prepayment at the borrower's option. The borrowing rate
shall change as the base rate changes. In addition, short-term notes may provide
informal borrowings at "sub-prime" or "money market" rates which may be made
available under each credit line arrangement. Money market rates are fixed
rates. Under UNITIL's current short-term borrowing arrangements, money market
rate borrowings are not subject to prepayment. Money market rate borrowings
under the proposed facilities may or may not be subject to prepayment.
Borrowings under the proposed credit agreements will not exceed the
shorter of the term of the particular line of credit or nine months. Short-term
notes issued on a transactional basis, will be dated as of the date of issue,
will have a maximum term of nine months and will bear interest at the base or
money market rate, described above.
UNITIL requests authority to secure both formal and informal credit
lines with a number of lending institutions. Formal credit lines under the
proposed facilities may be subject to compensating balances and/or fee
requirements. Compensating balance requirements will not exceed 5% of the
committed credit line amount, and fees will not exceed 50 basis points times the
total line of credit. UNITIL may change its credit line arrangements and obtain
additional formal or informal credit lines over time. The continued availability
of such credit lines is subject to the continued review of the lending
institutions.
In addition, UNITIL requests authority to renew and extend current
short-term borrowings under the existing and proposed facilities as such
borrowings mature, to refund such short-term borrowings with other, similar
short-term borrowings, to repay such short-term borrowings or to increase their
amount from time to time up to an aggregate amount of $25 million, the maximum
limit approved by the UNITIL Board of Directors (see Attachment B-6). UNITIL
requests that the authority to undertake new short-term borrowing be granted
through June 30, 2000.
UNITIL expects to use the proceeds derived from short-term bank
borrowings authorized by this Commission pursuant to this
application/declaration for: (i) loans or advances to subsidiaries, through the
Pooling Agreement, (ii) payment of indebtedness, (iii) short-term cash needs
which may arise due to payment timing differences, and (iv) other general
purposes.
B. Short-Term Borrowing by Fitchburg
Fitchburg requests that it be authorized by the Commission to
incur short-term borrowings from any source, including the Money Pool, in an
aggregate principal amount at any one time outstanding not to exceed
$12,000,000, which is within the maximum limit approved by its Board of
Directors (see Attachment B-5).
It is anticipated that all short-term borrowings by Fitchburg will be
made pursuant to the Pooling Agreement. However, the Fitchburg board
resolutions do not prohibit Fitchburg from short-term borrowing outside of the
Pooling Agreement. Accordingly, Fitchburg seeks Commission authorization for
short-term borrowings up to $12,000,000 through the Pooling Agreement and
through direct borrowings from commercial banks.
Fitchburg will use the proceeds from its short-term borrowing primarily
to meet working capital requirements and provide interim financing for its
utility construction expenditures. In addition to construction and other
physical improvements, the funds will be used for normal debt and preferred
stock sinking fund redemptions.
Any short-term borrowing from commercial banks undertaken by Fitchburg
will be under terms and conditions substantially similar to the terms and
conditions of the current short-term borrowing agreements between UNITIL and its
commercial banks described above in Section A. Fitchburg proposes to issue
short-term notes pursuant to both formal and informal lines of credit with
lending institutions. Short-term promissory notes are expected to be issued to a
particular lending institution prior to the first borrowing under that
promissory note from that lender. Borrowings will be evidenced on a so called
"grid" schedule, in the form attached to each promissory note and will be
recorded the day that the request for borrowing is made. The bank holding the
respective promissory notes will maintain the record of borrowings and
repayments without the necessity of issuing additional notes. Fitchburg
anticipates that the promissory notes used may vary from the forms described
above to reflect customary terms or particular lending practices and policies of
different lending institutions, but otherwise will be substantially similar.
Short-term borrowing arrangements will provide for borrowings at the
so-called "base" or "prime" rates and will be subject to prepayment at the
borrower's option. In addition, short-term notes may provide informal borrowings
at "alternate base rates" "sub-prime" or "money market" rates which are to be
made available under the line of credit arrangements. Money market rates are
fixed rate loans and may or may not be subject to prepayment. Any borrowing at
money market rates will be at a rate not to exceed the prime rate for unsecured
loans by the same bank.
Borrowings under these credit agreements will not exceed the shorter of
the term of the particular line of credit or nine months. Short-term notes
issued on a transactional basis will be dated as of the date of issue, will
have a maximum term of nine months and will bear interest at the base or money
market rate described above.
Fitchburg requests authority to secure both formal and informal credit
lines with a number of lending institutions. Formal credit lines may be subject
to compensating balances and/or fee requirements. Compensating balance
requirements will not exceed 5% of the committed credit line amount, and fees
will not to exceed 50 basis points times the total line of credit. The
Subsidiaries may change their credit line arrangements and obtain additional
formal or informal credit lines over time.
Pursuant to the requirements of Rule 24 under the Act, UNITIL and the
Subsidiaries have filed a quarterly report on short-term borrowings and money
pool transactions as required by the Commission's order approving short-term
borrowings and the Unitil Money Pool. Pro Forma Balance Sheets and Income
Statements for UNITIL and Fitchburg giving effect to requested maximum
borrowings are attached.
C. Cash Pooling and Loan Agreement
All the Applicants currently participate in the Money Pool pursuant to
the Pooling Agreement among UNITIL and the Subsidiaries, attached as Exhibit
B-1. The Pooling Agreement allows UNITIL and the Subsidiaries to invest their
surplus funds and the Subsidiaries to obtain advances (i.e., borrow funds)
from the System's Money Pool. UNITIL Service administers the Money Pool for
UNITIL and the Subsidiaries on an "at cost basis". This arrangement is used
to : (1) provide the Subsidiaries with funds supplied internally by UNITIL and
other Subsidiaries (i.e., surplus funds) and from external sources (i.e., bank
borrowings), as described below; and (ii) invest surplus funds of UNITIL and the
Subsidiaries in various short-term money market instruments.
The Money Pool offers several advantages to UNITIL and the
Subsidiaries, including: lower overall short-term borrowing costs; a mechanism
for each Subsidiary to earn a higher return on interest from surplus funds; and
a decreased reliance on external funding sources. Lower borrowing costs are
derived from the elimination of the additional banking fees that would be
required if each Subsidiary had to maintain its own lines of credit and borrow
on its own, and from reduction in the short-term cost of money when UNITIL
borrows, in the aggregate, on behalf of the Subsidiaries, as opposed to each
Subsidiary borrowing on its own. In addition, the Money Pool provides a
mechanism for each Subsidiary to earn short-term interest on surplus funds that
are loaned to other Subsidiaries, at a rate normally charged by UNITIL's lead
bank instead of at the prevailing short-term investment rate. Overall, the Money
Pool arrangement allows UNITIL and the Subsidiaries to effectively maximize the
use of internally generated funds and, thereby, decrease the reliance on
external funding sources.
In connection with the continued use of the Money Pool by the
Applicants, Fitchburg seeks approval to make loans to the Subsidiaries and incur
borrowings from the Applicants, and the Applicants seek approval to make loans
to Fitchburg.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of the Applicants expected to be
paid or incurred, directly or indirectly, in connection with the transactions
described above are estimated as follows:
Legal fees ............................ $**
Miscellaneous ............................ $**
** To be filed by amendment
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6(b), 7, 9(a) and 12(b) of the Act, and Rules 43 and 45
thereunder, are directly applicable to this application and declaration.
A. Bank Lines of Credit
Each of UNITIL's and its Subsidiaries bank facilities is for a period
of less than nine months. However, UNITIL's borrowing has in the past exceeded,
and will in the future, it is anticipated, exceed, the 5% threshold required for
the exemption from the requirement of Commission approval provided by Section
6(b) of the Act. Accordingly, UNITIL requests that the Commission allow this
declaration to become effective under Section 7 with respect to the borrowing
limit authorized by UNITIL Board of Directors as discussed in section 1.A.
UNITIL believes this approval is vital to the interest of UNITIL, its
subsidiaries and its customers in order to give the financial flexibility
necessary to meet the capital construction and working capital requirements of
UNITIL and its subsidiaries, and to allow the UNITIL system to optimize any
future financing(s) to permit UNITIL and its subsidiaries to obtain the best
terms and conditions, while increasing competition among potential lenders
for such financing(s).
B. Short-Term Borrowing by Fitchburg
Fitchburg requests that this declaration be allowed to become effective
under Section 7 of the Act with respect to the borrowing limit discussed in
Item 1.B. above.
C. Cash Pooling and Loan Agreement
Fitchburg requests under Sections 6(a), 7, 9(a), 10 and 12(b) of the
Act and Rules 43 and 45 thereunder that it be allowed to make loans to the
Subsidiaries and incur borrowings from the Applicants under the Money Pool. The
Applicants request under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act and
Rules 43 and 45 thereunder authority to make loans to Fitchburg under the Money
Pool.
ITEM 4. REGULATORY APPROVALS
The Money Pool has already been approved by the Massachusetts
Department of Public Utilities and the New Hampshire Public Utilities
Commission. No state or federal commission other than the Securities and
Exchange Commission has jurisdiction with respect to any of the proposed
transactions other than as described in this item.
ITEM 5. PROCEDURE
It is requested that the Commission enter not later than July 1, 1997,
an appropriate order granting and permitting this Declaration to become
effective.
No recommended decision by a hearing officer or other responsible
officer of the Commission is necessary or required in this matter. The Division
of Investment Management of the Commission may assist in the preparation of the
Commission's decision in this matter. There should be no thirty-day waiting
period between the issuance and effective date of any order issued by the
Commission in this matter, and it is respectfully requested that any such order
be made effective immediately upon the entry thereof.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
Exhibit B-2
[LETTERHEAD OF BANK OF BOSTON]
August 1, 1996
Mr. Mark H. Collin
Vice President - Finance
UNITIL Service Corporation
216 Epping Road
Exeter, NH 03833
Dear Mark:
We are pleased to confirm the renewal of and the $2 million increase to $8
million of our unsecured Line of Credit which will be available to UNITIL
Corporation from August 2, 1996 to July 31, 1997.
Any borrowings under the Line will bear interest (on a 360-day basis) floating
daily at the Alternate Base Rate as in effect from time to time. For this Line
of Credit, Alternate Base Rate means, for any period, a fluctuating interest
rate per annum as shall be in effect from time to time which rate per annum
shall at all times be equal to the higher of:
(a) the rate of interest announced publicly by the
Bank in Boston, Massachusetts, from time to time,
as the Bank's base rate; or
(b) 1/2 of one percent per annum above the daily
Federal Funds Effective Rate published by the
Federal Reserve Bank of New York in Report H 15.
In addition to the Line, and for the same period ending July 3 I, 1997, we have
approved an informal Money Market lending arrangement for UNITIL. Under this
arrangement we will entertain Money Market loan requests for minimum amounts of
$500,000 at fixed rates out to sixty (60) days. Under no circumstances will the
prepayment of fixed rate loans be permitted; Money Market loans may be renewed
at rates as offered on their various maturities. At no time may the combination
of Alternate Base Rate loans and loans under the Money Market arrangement exceed
$8 million.
Please be aware that the Money Market arrangement is not a commitment to lend,
and from time to time, the Bank may choose not to quote a Money Market Rate for
any or all maturities.
In consideration for the availability of this Line of Credit, we will charge, on
a quarterly in arrears basis, a facility fee of 37.5 basis points times the Line
amount. Attached is a fee schedule showing the amount owed and the date on which
the Bank will debit UNITIL's deposit account for the fee. As is normally the
case, this Line of Credit is available subject to our continued satisfaction
with the financial condition of UNITIL Corporation and its subsidiaries and to
no substantive changes in monetary or governmental regulations.
Upon your advice by telephone from time to time, we will lend you the agreed
amount at our quoted rate of interest by crediting such amount to your
designated account with us.
Borrowings will be evidenced by a Promissory Note in the form attached hereto.
Each borrowing and the corresponding information will be recorded the day of the
telephone call. Our corresponding advices of credit and debit will be additional
evidence of borrowings in the format described above, and you agree that absent
manifest error, this record shall be conclusive and binding.
This letter and the Promissory Note evidence your promise to pay all such
borrowings with interest on their respective maturity dates. Payment of the
principal amount of and interest on such borrowings shall be effected by
debiting the appropriate account with us on that day.
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,
THE FIRST NATIONAL BANK OF BOSTON
By:/s/ Frank T. Smith
Frank T. Smith
Director
UNITIL Corporation
By:/s/ Gail A. Siart
Duly Authorized Officer
Dated: August 5, 1996
Name: Gail A. Siart
Title: Treasurer and
Chief Financial officer
UNITIL CORPORATION
PROMISSORY NOTE
$8,000,000 Boston, Massachusetts
August 1, 1996
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of THE
FIRST NATIONAL BANK OF BOSTON (the "Bank"), at the head office of the Bank in
Boston, Massachusetts, 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 1, 1996 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 July 31, 1997. Interest on the principal amount of each loan
shall be payable in arrears on the same day as the principal amount is due.
Any borrowings under the line will bear interest (on a 360-day basis) floating
daily at the Alternate Base Rate as in effect from time to time. For this Line
of Credit, Alternate Base Rate means, for any period, a fluctuating interest
rate per annum as shall be in effect from time to time which rate per annum
shall at all times be equal to the higher of: (i) the rate of interest announced
publicly by the Bank in Boston, Massachusetts, from time to time, as the Bank's
base rate; or (ii) 1/2 of one percent per annum above the daily Federal Funds
Effective Rate published by the Federal Reserve Bank of New York in Report H-15.
All payments shall be made in lawful currency of the United States of America in
immediately available funds.
Overdue payments of the principal of any loan (whether at stated maturity, by
acceleration or otherwise), and, to the extent permitted by law, overdue
interest, shall bear interest, payable on demand and compounded monthly, at a
rate per annum equal to two percent above the Alternate Base Rate.
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 obligations of
the Obligor or its subsidiaries to others for borrowed money or in respect of
any extension of credit or accommodation in excess of $500,000 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 of 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 it risk; then 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 be come immediately due and payable without notice or demand.
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
Commonwealth of Massachusetts.
UNITIL Corporation UNITIL Corporation
By: /s/ Peter J. Stulgis By: /s/ Gail A. Siart
Name: Peter J. Stulgis Name: Gail A. Siart
Title: Chief Executive Officer Title: Chief Financial officer
Date: August 5, 1996 Date: August 5, 1996
Exhibit B-3
[Letterhead of Fleet Bank]
April 29, 1997
Mr. Mark Collin
Vice President
Unitil Corp.
6 Liberty Lane West
Hampton, NH 03842-1720
Dear Mark:
We are pleased to inform you that Fleet Bank - NH (the "Bank") holds
available for Unitil Corp. ("Unitil") a $6,000,000.00 unsecured line of credit
(the "6,000,000 Line") to extend through July 31, 1997. This line shall be
available for short term advances used for working capital and general corporate
purposes. This letter, together with the related promissory note, shall serve as
our agreement concerning the terms and conditions of your borrowing under the
line of credit.
Borrowings will be priced at the rates we quote you as:
(1) Our Base rate as announced from time to time (presently
8.50%); or
(2) Our I month reserve-adjusted Eurodollar rate plus .30%; or
(3) Our "Money Market" rates as we may quote you from time to
time in our sole discretion.
Each rate will be as determined by Fleet Bank - NH at 10:00 a.m. on the day of
the requested borrowing in the case of Base rate or Money Market borrowings or
two business days prior to such date in the case of Eurodollar rate borrowings.
Requests for borrowings at these pricing options should be received at least one
hour before the time for determining the relevant rate. Each borrowing under
this line by you must specify the amount of the loan requested, the rate
requested and the maturity requested. As is typical for facilities of this type,
the bank retains the right to refuse at any time any borrowing request
hereunder.
Borrowings at Eurodollar rates may be requested for maturities of 30 days;
borrowings at Money Market rates may be requested for maturities of 30 days. All
loans will be made by crediting the proceeds thereof to your demand deposit
account maintained at Fleet Bank: - NH, which account should be established
prior to any advances under the line.
All Eurodollar rates will be as adjusted for reserve requirements. Borrowings
under the Eurodollar or Money Market options must be in minimum increments of
$500,000 or greater multiples of $ 100,000, and your ability to prepay such
borrowings is subject to a requirement that you compensate us for any funding
losses and other costs (including lost profits) incurred as a result of such
prepayment.
Borrowings at Money Market and Eurodollar rates are subject to the availability
of funding sources and the continued legality of our offering such pricing
options. You agree to reimburse us for any increased costs (taxes, regulatory
reserves or assessments, etc.) incurred by us in connection with Eurodollar
borrowings.
All Base rate, Eurodollar rate and Money Market rate borrowings shall be
evidenced by a promissory note in the form attached and requiring execution
prior to initiation of the line. Your authorization for us to record each
borrowing and the corresponding information (regarding the amount of the
borrowing, the interest rate, and the maturity) on the schedule forming a part
of this promissory note, and this schedule, together with our corresponding
records of debt and credit, shall constitute the official record of all
borrowings under this facility. You agree that, absent manifest error, this
record shall be conclusive and binding. Following each advance, at your request
we will send to you by fax a copy of the note schedule evidencing the most
recent advance.
The availability of loans under this facility is subject to our usual condition
that we continue to be satisfied with the affairs of Unitil Corp. and to any
substantive changes in governmental regulations or monetary policies.
If the foregoing satisfactorily sets forth the terms and conditions of this line
of credit, please indicate your agreement by executing and returning this letter
and the attached promissory note.
We have enjoyed working with Unitil Corp. and hope that we may continue to
develop a longstanding and mutually beneficial relationship.
Sincerely,
/s/ Kenneth R. Sheldon
Kenneth R. Sheldon
Vice President
Corporate Banking
Accepted:
WITNESS: UNITIL CORPORATION
/s/ Mark H. Collin By:/s/ Gail A. Siart
Title: Chief Financial Officer
Date: May 1, 1997
PROMISSORY NOTE
$6,000,000.00
Date: May 1, 1997
Place: Manchester, NH
FOR VALUE RECEIVED, the undersigned hereby promises to pay to Fleet Bank -
NH, a bank: incorporated under the laws of the State of New Hampshire ("Bank"),
or order, at the head office of the Bank in Manchester, New Hampshire, the
principal amount of $6,000,000.00, or so much thereof as is from time to time
advanced or readvanced pursuant to loans made by the Bank to the undersigned
pursuant to the letter agreement between the Bank and the undersigned dated
April 29, 1997, and as evidenced by the Bank's entry from time to time on 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 entire principal amount of
each loan shall be payable on demand unless a maturity date for such loan is
indicated in the Note Schedule, and in any event, the aggregate outstanding
principal amount of all loans hereunder shall be due and payable on July 31,
1997. Interest on the principal amount of each loan shall be payable in arrears
on the same day as the principal amount is due, provided that (i) interest on
each loan bearing interest at the Base Rate shall be payable on the last day of
each month, beginning on the first of such dates occurring after the date of
such loan and continuing monthly thereafter until the payment amount of such
loan is due at which time the balance of all outstanding interest shall be
payable. Interest shall be computed on the basis of a 360-day year and paid for
the actual number of days elapsed. All payments shall be made in lawful currency
of the United States of America m immediately available funds.
Upon the occurrence of a Default (as defined below) and until the payment
of principal of all loans outstanding hereunder, and all interest with respect
thereto, all outstanding principal amounts due hereunder and, to the extent
permitted by law, overdue interest with respect thereto, shall bear interest,
payable on demand and compounded daily, at a rate per annum of two percent (2%)
above the greater of (i) the Base Rate or (ii) the rate applicable to such loan
prior to the date such loan was due.
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
obligations of any Obligor to others for borrowed money or in respect of any
extension of credit or accommodation: (b) failure of any 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, unless the
undersigned contests the particular tax in good faith, and also maintains
adequate reserves to pay such tax, if unsuccessful in its action to contest; (d)
failure to furnish the holder promptly on request with financial information
about, or to permit inspection by the holder of books, records and properties to
any Obligor; (e) any Obligor generally not paying its debts as they become due;
(f) -death, -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 (except for an involuntary bankruptcy petition against any
Obligor to which such Obligor files a proper answer thereto pursuant to Section
303(d) of the Bankruptcy Code (11 USC Section 303(d)) within ten (10) days of
receipt of notice of said proceeding, which answer shall include a request that
petitioning creditors post adequate bond under Section 303(e) (II USC Section
303(e))) under any bankruptcy or insolvency laws by or against, any Obligor; (g)
a material adverse change in the condition or affairs (financial or otherwise)
of any Obligor which in the opinion of the holder will impair its security or
increase its risk including but not limited to any reduction of any Obligor's
tangible net worth by more than 10% from its level at the previous fiscal year
end or the occurrence of operating losses for any consecutive twelve month
period; then the holder shall give written notice of such default and if such
default is not cured within five business days of delivery of such notice then
immediately and automatically with respect to any Defaults set forth in clauses
(e) and (f) above, and thereupon or at anytime 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 demand, and, if there is any collateral for the Obligations, the
holder shall then have in any jurisdiction where enforcement hereof is sought,
in addition to all other rights and remedies the rights and remedies of a
secured party under the Uniform Commercial Code as in effect in the State of New
Hampshire.
Any sums from time to time credited by or due from the holder to any
Obligor, and any property of any Obligor in which the holder has from time to
time any security interest or which from time to time may be in the possession
of the holder for any purpose shall constitute collateral security for the
payment or performance of the Obligations of any Obligor hereunder, and each
Obligor hereby grants the holder a security interest in such sums and property.
Regardless of the adequacy of any collateral, the holder may apply such sums or
property or realizations upon any such security interest against such
Obligations at any time in the case of the primary Obligor but only against
matured Obligations in the case of a secondary Obligor.
Except as otherwise expressly stated herein, each Obligor waives
presentment, demand, notice of dishonor, protest and all other demands and
notices in connection with the delivery, acceptance, performance, default and
enforcement of this Note or of any collateral, and assents to any extension or
postponement of the Promissory Note time of payment or any other indulgence
under this Note or with respect to any collateral, to any substitution, exchange
or release of any collateral and/or to the addition or release of any other
party or person primarily or secondarily liable hereunder. As used herein
"Obligor" means and includes the undersigned and all other persons 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.
The undersigned will pay on demand all costs of collection and attorneys'
fees paid or incurred by the holder in enforcing the Obligations of any Obligor.
No delay or omission on the part of the Bank in exercising any right
hereunder shall operate as a waiver of such right, or of any other right of the
Bank, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. No
single or partial exercise of a power hereunder shall preclude other exercises
thereof or the exercises of any other power hereunder.
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:/s/ Peter Stulgis
Title: Chief Executive Officer
and Chairman of the Board
UNITIL CORPORATION
By:/s/ Gail A. Siart
Title: Chief Financial Officer
State of New Hampshire
County of Rockkingham
On this the lst day of May 1997, before me, Donna M. Carleton the
undersigned notary or justice, personally appeared Gail A. Siart & Peter J.
Stulgis who acknowledged himself/herself to be the Chief Executive Officer and
Chief Financial Officer of Unitil Corporation and that he, as such authorized so
to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation be himself as such authorized officer.
/s/ Donna M. Carleton
Notary Public
[seal of Donna M. Carleton]
September 30, 1996
Mr. Mark Collin, Vice President
Unitil Corp.
6 Liberty Lane West
Hampton, NH 03842-1720
Dear Mark:
We are pleased to inform you that Fleet Bank - NH holds available for Unitil
Corp. a $2,000,000.00 unsecured line of credit to extend through June 30, 1997.
This line shall be available for short term advances used for working capital
and general corporate purposes. This letter, together with the related
promissory note, shall serve as our agreement concerning the terms and
conditions of your borrowing under the line of credit.
Borrowings will be priced at the rates we quote you as:
(1) Our Base rate as announced from time to time (presently
8.25%, or
(2) Our 1, 2, or 3-month reserve-adjusted Eurodollar rate plus
.30%, or
(3) Our "Money Market" rates as we may quote you from time to
time in our sole discretion.
Cash rate will be as determined by Fleet Bank - NH at 10:00 a.m. on the day of
the requested borrowing in the case of Base rate or Money Market borrowings or
two business days prior to such date in the case of Eurodollar rate borrowings.
Requests for borrowings at these pricing options should be received at least one
hour before the time for determining the relevant rate. Cash borrowing under
this line by you must specify the amount of the loan requested, the rate
requested and the maturity requested. As is typical for facilities of this type,
the bank retains the right to refuse at any time any borrowing request
hereunder.
Borrowings at Eurodollar rates may be requested for maturities of one, two or
three months; borrowings at Money Market rates may be requested for maturities
of 30, 60, or 90 days; an no loan shall have a maturity that extends beyond June
30, 1997. All loans will be made by crediting the proceeds thereof to your
demand deposit account maintained at Fleet Bank - NH, which account should be
established prior to any advances under the line.
All Eurodollar rates will be as adjusted for reserve requirements. Borrowings
under the Eurodollar or Money Market options must be in minimum increments of
$500,000 or greater multiples of $100,000, and your ability to prepay such
borrowings is subject to a requirement that you compensate us for any funding
losses and other costs (including lost profits) incurred as a result of such
prepayment.
Borrowings at Money Market and Eurodollar rates are subject to the availability
of funding sources and the continued legality of our offering such pricing
options. You agree to reimburse us for any increased costs (taxes, regulatory
reserves or assessments, etc.) incurred by us in connection with Eurodollar
borrowings.
All Base rate, Eurodollar rate and Money Market rate borrowings shall be
evidenced by a promissory note in the form attached and requiring execution
prior to initiation of the line. Your authorization for us to record each
borrowing and the corresponding information (regarding the amount of the
borrowing, the interest rate and the maturity) on the schedule forming a part of
this promissory note, and this schedule, together with our corresponding records
of debt and credit, shall constitute the official record of all borrowings under
this facility. You agree that, absent manifest error, this record shall be
conclusive and binding. Following each advance, at your request we will send to
you by fax a copy of the note schedule evidencing the most recent advance.
The availability of loans under this facility is subject to our usual condition
that we continue to be satisfied with the affairs of Unitil Corp. and to any
substantive changes in governmental regulations or monetary policies.
If the foregoing satisfactorily sets forth the terms and conditions of this line
of credit, please indicate your agreement by executing and returning this letter
and the attached promissory note.
We look forward to working with Unitil Corp. and hope that we may continue to
develop a long-standing and mutually beneficial relationship.
Sincerely,
/s/ Kenneth R. Sheldon
Kenneth R. Sheldon
Vice President
Corporate Banking
Accepted:
WITNESS: UNITIL CORPORATION
/s/ Sandra L. Walh By: /s/ Gail A. Siart
Title: CFO
Date: 10/1/96
Exhibit B-4
[Letterhead of State Street Bank and Trust Company]
June 5, 1996
Mark Collin
Vice President - Finance and Administration
Unitil Corporation
216 Epping Road
Exeter, NH 03833-4571
Dear Mark:
This letter will confirm that State Street Bank and Trust Company (the
"Bank") holds available for Unitil Corporation, a New Hampshire Corporation,
(the "Borrower") a $2,000,000 line of credit (the "Line of Credit"). The Line of
Credit will be available for general corporate purposes and will be made
pursuant to the terms and conditions of this letter agreement (this
"Agreement").
The availability of the Line of Credit will be reviewed by the Bank from
time to time and in any event prior to its expiration on June 30, 1997, to
determine whether the Line of Credit should be continued or renewed.
All loans under the Line of Credit will be evidenced by a promissory note
in the form attached hereto as Exhibit A. The Borrower authorizes the Bank to
record each loan and the corresponding information on the schedule forming a
part of such promissory note, and this schedule, together with our corresponding
records of debit and credit, shall constitute the official record of all loans
under the Line of Credit. The Borrower agrees that, absent manifest error, this
record shall be conclusive and binding.
The availability of advances under the Line of Credit is subject to the
Bank's usual reservation that the Bank continue to be satisfied with the
business and financial condition of the Borrower and to any changes in
government regulations or monetary policy.
As compensation for this lending arrangement, the Borrower agrees to pay a
fee of .25 per annum on the full amount of the facility. The fee will be
payable, quarterly in arrears, on September 30, 1996, December 31, 1996, March
31, 1997, and June 30, 1997.
Loans under the Line of Credit will be available in the sole discretion of
the Bank. At your option, loans will be priced at either the Bank's Prime Rate
(defined below) ("Prime Rate Loans"), or rates quoted by the Bank to the
Borrower at fixed rates of interest at which the Bank is willing to make Money
Market loans ("Money Market Loans") to the Borrower in amounts and for the
interest periods requested by the Borrower. Prime Rate shall mean the rate of
interest announced by the Bank in Boston, Massachusetts from time to time as its
"Prime Rate". Money Market Loans may be requested for interest periods of up to
90 days. Money Market Loans may not be prepaid in whole or in part without the
consent of the Bank. If prepayment is allowed, the Borrower agrees to compensate
the Bank for any funding losses or other costs (including lost profits) incurred
as a result of prepayment upon presentation by the Bank of a statement of the
amount and setting forth Bank's calculation thereof, which statement will be
deemed true and correct absent manifest error. Loans under this arrangement may
not exceed $2,000,000 in the aggregate. The principal amount of each loan and
interest with respect to each loan shall be payable upon the earlier of demand
by the Bank or the maturity date of the loan indicated in the note schedule to
the note. This arrangement is not a commitment to lend, and the Borrower
acknowledges that from time to time Bank may decline to quote money market rates
on some or all maturities.
The Borrower hereby promises to pay the principal and interest of each loan
and related fees on the day when due to Bank at its address stated above. The
Borrower hereby authorizes the Bank, if and to the extent a payment owed is not
made when due, to charge from time to time against the Borrower's deposit
account with the Bank, any amount so due. All payments received by the Bank with
respect to the loans shall be applied first to interest and then to principal.
You agree to provide the Bank with information concerning the Borrower
required by the Bank for its evaluation of Line of Credit advances including:
quarterly income statements and balance sheets, audited annual financial
statements and such other information about the Borrower's financial condition
and operations as the Bank may request from time to time.
As an inducement to the Bank to extend the Line of Credit the Borrower
represents and warrants to the Bank that (i) the execution, delivery and
performance of all of the agreements and instruments in connection with the Line
of Credit are within the Borrower's power and authority and have been authorized
by all necessary corporate proceedings and will not contravene any provision of
the Borrower's charter or bylaws or any agreement or undertaking binding upon
the Borrower; (ii) the Line of Credit is the legal, valid and binding obligation
of the Borrower and does not require the consent or approval of any governmental
agency or authority; (iii) any loan requests hereunder will not result in an
aggregate of all loans outstanding which exceed the limits permitted under any
applicable rule, regulation or statute; and (iv) there is no litigation,
proceeding or investigation pending, or to the knowledge of the officers of the
Borrower, threatened against the Borrower.
The Borrower agrees to pay on demand all costs and expenses (including
legal costs and attorneys' fees) incurred or paid by Bank in enforcing the
Borrower's obligations hereunder or under the note executed pursuant hereto, as
such note may be amended, extended or replaced.
If the foregoing satisfactorily sets forth the terms and conditions of the
Line of Credit, please execute and return the enclosed copy of this letter on or
before June 30, 1996, together with the enclosed note, documents and
certificates required by the Bank.
Very truly yours,
STATE STREET BANK AND TRUST COMPANY
By:/s/ Vice President
Name Title
Accepted:
Unitil Corporation
By: /s/ Pete Stulgis Chairman & CEO
Name: Title
Dated: June 21, 1996
By: /s/ Gail Siart
Name: Title
Dated: June 21, 1996
EXHIBIT A
PROMISSORY NOTE
$2,000,000.00 July 1 , 1996
------------ ----------
Boston, Massachusetts
For Value Received, the undersigned, jointly and severally if more than
one, (herein called "Borrower"), hereby promise(s) to pay to the order of State
Street Bank and Trust Company (herein called "Bank") at the principal office of
Bank at 225 Franklin Street, Boston, Massachusetts 02110, or such other place as
the holder hereof shall designate
TWO MILLION ($2,000,000) DOLLARS
or, if less, the aggregate principal amount of all loans made by the Bank to the
Borrower pursuant to a letter agreement dated June 5, 1996, as such letter
agreement may be amended, extended or replaced (the Agreement), as shown in the
schedule attached hereto (the "Note Schedule"), together with interest on each
loan at the rate or rates per annum set forth in the Note Schedule. Capitalized
terms contained herein and not defined will have the meanings ascribed to them
in the Agreement. The principal amount of each loan shall be payable upon the
earlier to occur of demand by the Bank, or the maturity date of such loan as
indicated in the Note Schedule. Interest on the unpaid balance of each loan
shall be payable in arrears on the same day as the principal amount is due,
provided that (i) interest on each Prime Rate Loan shall be payable on the first
day of each month beginning on the first of such dates occurring after the date
of such loan and when such loan is due. Interest shall be calculated on the
basis of actual days elapsed and a 360-day year. Overdue payments of principal
(whether at stated maturity, by acceleration or otherwise) shall bear interest,
payable on demand, at a fluctuating interest rate per annum equal to 4% above
the Prime Rate in effect from time to time. "Prime Rate" shall mean the rate of
interest announced by the Bank in Boston, Massachusetts from time to tune as its
"Prime Rate".
All loans hereunder and all payments on account of principal and interest
hereof shall be recorded on the books and records of the Bank and, prior to any
transfer hereof, endorsed on the Note Schedule which is part of this note. The
entries on the records of the Bank (including any appearing on this note) shall
be prima facie evidence of amounts outstanding hereunder.
At the option of the holder, this note shall become immediately due and
payable without notice or demand upon the occurrence of any of the following
events of default: (a) failure to make any payment of principal or interest or
pay any fee on any loan hereunder when due; (b) failure to pay or perform any
liability, obligation or agreement of any Obligor to or with the holder of this
note; (c) failure of any Obligor to pay or perform any obligation of any such
Obligor to others for borrowed money or in respect of any extension of credit or
accommodation; (d) failure of any representation or warranty in any statement or
document or financial statements delivered to Bank for the purpose of inducing
it to make or maintain loans under this note; (e) failure to furnish Bank
promptly with financial information concerning any Obligor; (f) loss, theft,
substantial damage, sale or encumbrance to or of any property constituting any
collateral for the loans made under this note, or the making of any levy,
seizure or attachment thereof or thereon or the failure to pay when due any tax
thereon or, with respect to any insurance policy, any premium therefor; (g)
default under any instrument constituting, or under any agreement relating to,
any collateral; (h) change in the condition (financial or otherwise) of any
Obligor which in the opinion of the holder will impair its security or increase
its risk; (i) the occurrence of any of the following with respect to any
Obligor: admission in writing of his or its inability, or be generally unable,
to pay his or its debts as they become due, death, dissolution, termination of
existence, business failure, insolvency, appointment of a receiver of any part
of the property of, legal or equitable assignment, conveyance or transfer of
property for the benefit of creditors by, or commencement of any proceedings
under any bankruptcy or insolvency laws by or against such person.
Any deposits or other sums at any time credited by or due from holder to
any Obligor, and any securities or other property of any Obligor at any time in
the possession of holder may at all times be held and treated as collateral for
the payment of this note and any and all other liabilities (direct or indirect,
absolute or contingent, sole, joint or several, secured or unsecured, due or to
become due, now existing or hereafter arising) of such Obligor to holder.
Regardless of the adequacy of collateral, holder may apply or set off such
deposits or other sums against such liabilities at any time in the case of a
primary Obligor, but only with respect to matured liabilities in the case of a
secondary Obligor.
Each Obligor hereby waives presentment, demand, notice, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement hereof and consents that this note may be
extended from time to time and that no extension or other indulgence, and no
substitution, release or surrender of collateral, and no discharge or release of
any other party primarily or secondarily liable hereon, shall discharge or
otherwise affect the liability of such Obligor. No delay or omission on the part
of Bank in exercising any right hereunder shall operate as a waiver of such
right or of any other right hereunder, and a waiver of any such right on any one
occasion shall not be construed as a bar to or waiver of any such right on any
future occasion. "Obligor" means any person primarily or secondarily liable
hereunder or in respect hereto; 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 bearer.
This note is secured by any and all collateral at any time granted Bank to
secure any obligations of Borrower.
Each Obligor agrees to pay on demand all costs and expenses (including
legal costs and attorney's fees) incurred or paid by the holder in enforcing
this note on default.
This note shall take effect as a sealed instrument and shall be governed by
the laws (other than the conflict of law rules) of The Commonwealth of
Massachusetts.
Unitil Corporation
Witness:
By: /s/ Sandra Walh By: /s/ Pete Stulgis
Title: Corporate Asst. Title:
By: /s/ Sandra Walh By: /s/ Gail Siart
Title:Corporate Asst. Title:
Exhibit B-6
Unitil Corporation
CERTIFICATE
-------------------------------
On motion duly made and seconded, the following vote was unanimously
adopted:
VOTED: That, effective December 19, 1996, and until further
action by Directors in this respect, the total amount
of short-term unsecured obligations of this Company
issued and outstanding at any one time shall not exceed
the sum of Twenty-five Million Dollars ($25,000,000);
and that the Chairman, President and Treasurer or any
Assistant Treasurer of this Company be and they are,
and each of them singly is, hereby authorized to borrow
funds upon short-term unsecured obligations of this
Company not exceeding in the aggregate the amount above
set forth, bearing interest at such rates and maturing
at such time as may to them seem wise, such short-term
unsecured obligations to be signed on behalf of this
Company by the Treasurer or any Assistant Treasurer and
countersigned by the Chairman, President, or any two
Directors.
I, Gail A. Siart, hereby certify that l am Secretary of Unitil Corporation;
that the foregoing is a true copy from the records of votes unanimously adopted
at a meeting of the Directors of said Company duly called and held December
19,1996, at which meeting a quorum was present and acting throughout; and that
the said votes have not since been altered, amended or rescinded.
WITNESS my hand and the corporate seal of Unitil Corporation this 27th day
of December, 1996.
/s/ Gail A. Siart
Secretary
Exhibit H-1
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935, as amended ("Act")
Unitil Corporation (70- )
Unitil Corporation ("Unitil"), 6 Liberty Lane West, Hampton, New
Hampshire, 03842- 1270, a registered holding company under the Act, and its
wholly owned subsidiary companies, Concord Electric Company, Exeter & Hampton
Electric Company, Fitchburg Gas and Electric Light Company ("Fitchburg"), Unitil
Power Corp., Unitil Realty Corp., Unitil Resources, Inc. and Unitil Service
Corp. (the "Subsidiaries" and together with Unitil the "Applicants") have filed
a declaration under Sections 6(b), 7, 9(a) and 12(b) of the Act and Rules 43, 45
and 50 thereunder.
Unitil requests authorization for short-term borrowing on a revolving
basis under current and proposed unsecured facilities from certain banks up to
an aggregate amount of $25,000,000 for a period of time through June 30, 1999.
Fitchburg requests authorization for short-term borrowing pursuant to
formal or informal credit lines up to maximum borrowing limits authorized by the
Fitchburg board of directors for a period of time through June 30, 1999.
The Applicants request authorization to lend to the system money pool
("Money Pool") pursuant to the Cash Pooling and Loan Agreement among the
Applicants dated as of February 1, 1985, as amended, for a period of time
through June 30, 1999.
By order dated July 11, 1995 the Applicants are currently authorized to
make unsecured short-term borrowings and to operate under the Money Pool, as
more fully described in the joint application-declaration on Form U-1, as
amended, in File No. 70-8623, and the Commission's order with respect thereto
(HCAR No. 26328).
UNITIL CORPORATION
CONSOLIDATED BALANCE SHEETS (A)
ASSETS
UNITIL CORPORATION (COMPANY ONLY)
BALANCE SHEETS (A)
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS(A)
Concord Electric Company
BALANCE SHEETS
March 31,
ASSETS 1997
------------------------
Utility Plant (at original cost) $40,748,341
Less: Accumulated Depreciation 11,975,108
------------------------
Net Utility Plant 28,773,233
Other Property and Investments 23,827
------------------------
Current Assets:
Cash 631,497
Accounts Receivable 4,703,579
Materials and Supplies (at average cost) 368,025
Prepayments 40,227
Accrued Revenue (340,862)
------------------------
Total Current Assets 5,402,466
Deferred Debits:
Unamortized Debt Expense 266,839
Prepaid Pension Costs 1,755,595
Other 3,628,773
------------------------
Total Deferred Debits 5,651,207
------------------------
TOTAL $39,850,733
========================
Concord Electric Company
BALANCE SHEETS
March 31,
LIABILITIES 1997
---------------------
Capitalization:
Common Stock Equity: $10,260,730
Preferred Stock, Non-redeemable 225,000
Preferred Stock, Redeemable 215,000
Long-term Debt, Less Current Portion 11,200,000
---------------------
Total Capitalization 21,900,730
Current Liabilities:
Long-term Debt, Current Portion 2,170,000
Notes Payable 4,133,946
Accounts Payable 218,558
Due to Affiliates 3,433,333
Dividends Declared 232,008
Customers' Deposits 287,210
Taxes Accrued 268,513
Interest Accrued 301,271
--------------------
Total Current Liabilities 11,044,839
Deferred Credits:
Unamortized Investment Tax Credit 345,205
Construction Advances 148,313
Other 1,350,779
--------------------
Total Deferred Credits 1,844,297
Deferred Federal Income Tax 5,060,867
--------------------
TOTAL $39,850,733
====================
Concord Electric Company
STATEMENTS OF EARNINGS
Quarter Ended
March 31, 1997
-------------------------
Operating Revenues $12,527,015
-------------------------
Operating Expenses:
Electricity Purchased for Resale 9,806,978
Operating and Maintenance 1,036,713
Depreciation 344,013
Provisions for Taxes:
Local Property 436,904
Federal and State Income 165,163
-------------------------
Total Operating Expense 11,789,771
-------------------------
Operating Income 737,244
-------------------------
Non-operating (Expense) Income (3,000)
-------------------------
Gross Income 734,244
-------------------------
Interest and Other Deductions
Interest Expense, Net 345,129
-------------------------
Net Income 389,115
-------------------------
Less Dividends on Preferred Stock 8,041
-------------------------
Net Income Applicable to Common Stock $381,074
=========================
EXETER & HAMPTON ELECTRIC COMPANY
BALANCE SHEETS
March 31,
ASSETS: 1997
-----------------------
Utility Plant (at original cost) $50,811,957
Less: Accumulated Depreciation 18,028,069
-----------------------
Net Utility Plant 32,783,888
Non-operating Property and Investments 507
-----------------------
Current Assets:
Cash 66,470
Accounts Receivable 4,581,066
Materials and Supplies 358,746
Prepayments 43,840
Accrued Revenue 5,776
-----------------------
Total Current Assets 5,055,898
Deferred Debits:
Unamortized Debt Expense 202,889
Prepaid Pension Costs 2,616,558
Other 3,885,028
-----------------------
Total Deferred Debits 6,704,475
-----------------------
TOTAL $44,544,768
=======================
EXETER & HAMPTON ELECTRIC COMPANY
BALANCE SHEETS
March 31,
LIABILITIES: 1997
-----------------------
Capitalization:
Common Stock Equity $11,449,958
Redeemable Preferred Stock 1,009,300
Long-term Debt, Less Current Portion 13,700,000
----------------------
Total Capitalization 26,159,258
Current Liabilities:
Long-term Debt, Current Portion 1,102,000
Notes Payable 3,280,151
Accounts Payable 305,072
Due to Affiliates 3,825,801
Dividends Declared 249,671
Customers' Deposits 819,373
Taxes Accrued 435,936
Interest Accrued 621,210
----------------------
Total Current Liabilities 10,639,214
Deferred Credits:
Unamortized Investment Tax Credit 326,831
Construction Advances 461,280
Other 579,773
----------------------
Total Deferred Credits 1,367,884
Deferred Federal Income Tax 6,378,412
----------------------
TOTAL $44,544,768
======================
EXETER & HAMPTON ELECTRIC COMPANY
STATEMENTS OF EARNINGS
Quarter Ended
March 31, 1997
-------------------
Operating Revenues $13,868,071
-------------------
Operating Expenses:
Electricity Purchased for Resale 10,969,494
Operating and Maintenance 1,167,413
Depreciation 448,727
Provision for Taxes:
Local Property 343,810
Federal Income 162,786
-------------------
Total Operating Expense 13,092,230
-------------------
Operating Income 775,841
-------------------
Non-operating (Expense) Income (2,381)
-------------------
Gross Income 773,460
-------------------
Interest and Other Deductions
Interest Expense, Net 379,394
-------------------
Net Income 394,066
-------------------
Less Dividends on Preferred Stock 19,571
-------------------
Net Income Applicable to Common Stock $374,495
===================
UNITIL POWER CORP.
BALANCE SHEETS
March 31,
ASSETS: 1997
------------------------
Utility Plant 0
Less: Accumulated Depreciation 0
------------------------
Net Utility Plant 0
Current Assets:
Cash 0
Accounts Receivable 6,877,427
Prepayments 203,049
Accrued Revenue 3,598,861
------------------------
Total Current Assets 10,679,337
Other Deferred Debits 379,686
------------------------
TOTAL $11,059,023
========================
UNITIL POWER CORP.
BALANCE SHEETS
March 31,
LIABILITIES: 1997
--------------------------
Capitalization:
Common Stock Equity 373,329
--------------------------
Total Capitalization 373,329
Current Liabilities:
Notes Payable 455,085
Accounts Payable 8,937,522
Due to Affiliates 235,611
Customer Deposits 38,100
Taxes Accrued 3,196
Interest Accrued 1,305
Other Current Liabilities 1,014,875
--------------------------
Total Current Liabilities 10,685,694
--------------------------
TOTAL $11,059,023
==========================
UNITIL POWER CORP.
STATEMENTS OF EARNINGS
Quarter Ended
March 31, 1997
--------------------------
Operating Revenues 19,742,212
--------------------------
Operating Expenses:
Operating Expenses 19,687,852
Provisions for Taxes:
Federal and State Income 6,797
-------------------------
Total Operating Expenses 19,694,649
-------------------------
Operating Income 47,563
-------------------------
Non-operating Income (expense) 1,686
-------------------------
Gross Income 49,249
-------------------------
Income Deductions:
Interest Expense 38,551
-------------------------
Net Income Deductions 38,551
-------------------------
Net Income $10,698
=========================
UNITIL REALTY CORP.
BALANCE SHEETS
March 31,
ASSETS 1997
-------------------------
Utility Plant 9,521,257
Less: Accumulated Depreciation 190,839
-------------------------
Net Utility Plant 9,330,418
Current Assets:
Cash 0
Prepayments 5,760
-------------------------
Total Current Assets 5,760
Deferred Debits:
Misc Deferred Debits 3,111
Accum. Deferred Income Taxes (161,870)
Other Deferred Debits 3,111
-------------------------
Total Deferred Debits (158,759)
-------------------------
TOTAL $9,177,419
=========================
UNITIL REALTY CORP.
BALANCE SHEETS
March 31,
LIABILITIES: 1997
-----------------------
Capitalization:
Common Equity 1,212,942
Long-term Debt, Less Current Portion 0
-----------------------
Total Capitalization 1,212,942
Current Liabilities:
Long-term Debt Due Within One Year
Notes Payable 8,036,674
Accounts Payable 138,830
Interest Accrued 0
Taxes Accrued (211,027)
-----------------------
Total Current Liabilities 7,964,477
-----------------------
TOTAL $9,177,419
=======================
UNITIL REALTY CORP.
STATEMENTS OF EARNINGS
Quarter Ended
March 31, 1997
---------------------------
Operating Revenues 343,655
---------------------------
Operating Expenses:
Operating and Maintenance 52,499
Depreciation 63,365
Provisions for Taxes:
Federal and State Income 34,838
Local Property and Other 23,745
---------------------------
Total Operating Expenses 174,447
---------------------------
Operating Income 169,208
---------------------------
Non-operating Income (expense)
---------------------------
Gross Income 169,208
---------------------------
Income Deductions:
Interest Expense, Net 113,839
---------------------------
Net Income $55,369
===========================
UNITIL RESOURCES, INC.
BALANCE SHEETS
March 31,
ASSETS 1997
-------------------
Current Assets:
Cash 29,487
Accounts Receivable 78,125
Misc. Current Assets 60,766
-------------------
Total Current Assets 168,378
Deferred Debits 0
-------------------
-------------------
TOTAL $168,378
===================
UNITIL RESOURCES, INC.
BALANCE SHEETS
March 31,
LIABILITIES: 1997
---------------------
Capitalization:
Common Stock Equity 43,933
---------------------
Total Capitalization 43,933
Current Liabilities:
Notes Payable 103,045
Accounts Payable 209,204
Interest Accrued --
Taxes Accrued (187,804)
---------------------
Total Current Liabilities 124,445
---------------------
TOTAL $168,378
=====================
UNITIL RESOURCES, INC.
STATEMENTS OF EARNINGS
Quarter Ended
March 31, 1997
----------------------
Operating Revenues 128,267
----------------------
Operating Expenses:
Operating Expenses, Other 146,337
Provisions for Taxes:
Federal and State Income (7,038)
----------------------
Total Operating Expenses 139,299
----------------------
Operating Income (11,032)
----------------------
Non-operating Income (expense) 485
----------------------
Gross Income (10,547)
----------------------
Income Deductions:
Interest Expense, Net 639
----------------------
Net Income Deductions 639
----------------------
Net Income ($11,186)
======================
UNITIL SERVICE CORP.
BALANCE SHEETS
ASSETS
March 31,
1997
----------
Utility Plant 3,779,244
Less: Accumulated Depreciation 1,264,621
----------
Net Utility Plant 2,514,623
Current Assets:
Cash 420,631
Accounts Receivable 1,297,217
Prepayments 41,910
----------
Total Current Assets 1,759,758
Deferred Debits:
Clearing Accounts 341,599
Other Deferred Debits 333,435
----------
Total Deferred Debits 675,034
----------
TOTAL $4,949,415
==========
LIABILITIES
March 31,
1997
---------
Capitalization:
Common Stock Equity: 2,688
Capital Leases, Less Current Portion 1,850,131
----------
Total Capitalization 1,852,819
Current Liabilities:
Notes Payable 704,775
Accounts Payable 1,744,963
Capital Leases, Current Portion 657,083
Other Current Liabilities 643,989
Interest Accrued --
Taxes Accrued 58,866
----------
Total Current Liabilities 3,809,676
Accum. Deferred Income Taxes (713,080)
----------
TOTAL $4,949,415
==========
UNITIL SERVICE CORP.
STATEMENTS OF EARNINGS
Quarter Ended
March 31, 1997
--------------
Operating Revenues 2,971,769
---------
Operating Expenses:
Operating and Maintenance 2,615,762
Depreciation 204,144
Provisions for Taxes:
Federal and State Income (9,353)
Local Property and Other 103,445
---------
Total Operating Expenses 2,913,998
---------
Operating Income 57,771
---------
Non-operating Income (expense) 32
---------
Gross Income 57,803
---------
Income Deductions:
Interest Expense, Net 57,803
---------
Net Income $0
=========
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.