Common use of Requested Date of Borrowing Clause in Contracts

Requested Date of Borrowing. 2. Aggregate Amount of Requested Borrowing: $_______ The Borrower hereby certifies to the Administrative Agent and the Revolving Lender that (a) the proceeds of the requested Revolving Loans will be applied as set forth in Schedule 1 hereto, which uses are permitted by the Loan Agreement, (b) as of the date of this Borrowing Request, all of the conditions precedent set forth in Section 4.3 of the Loan Agreement have been satisfied or waived by the Revolving Loan Lender, and on the date specified in Item 1 above, the Borrower will have satisfied all such conditions precedent to the Revolving Loans requested hereby, (c) as of the date of this Borrowing Request, each of the representations and warranties of the Borrower set forth in Article V of the Loan Agreement is true and correct to the extent provided therein and each such representation and warranty will be true and correct on and as of the date of the Borrowing requested hereby as if made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct on and as of such date), (d) no Default or Event of Default or Revolver Event of Default has occurred and is continuing, and (e) since the date of the most recent audited Financial Statements provided to the Administrative Agent, no Xxx. X-0-0 event or circumstance has occurred which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Please wire transfer the proceeds of the Borrowing to the accounts of the following Persons at the financial institutions indicated below. Amount to be Person to be Paid Name, Address, ABA#, Transferred Name of Payee Account No. and Attn: ----------- ------------- ----------- --------- $_________________ _________________ ______________ ____________________ ____________________ Attention: $_________________ _________________ ______________ ____________________ ____________________ Attention: Dated:____________ NORTH AMERICA CAPITAL HOLDING COMPANY, as Borrower By:______________________________________ Name: Title: Exhibit B-2 to Loan Agreement FORM OF NOTICE OF REVOLVING LOAN CONVERSION [Date] Wachovia Bank, National Association 000 Xxxxx Xxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attention: Xxxx Xxxxxxx Telephone: (000) 000-0000 Facsimile: (214) 397-486

Requested Date of Borrowing. 2. [Aggregate Amount of Requested Borrowing] / [Face amount of Letter of Credit]: $_______ $ 3 [The requested initial Interest Period] / [Expiration date of Letter of Credit]: The Borrower hereby certifies to the Administrative Agent and the Revolving Lender that (a) the proceeds of the requested Revolving Loans will be applied as set forth in Schedule 1 hereto, which uses are permitted by the Loan Agreement, (b) as of the date of this Borrowing Request, all of the conditions precedent set forth in Section 4.3 Sections 4.1 or 4.2, as applicable, of the Loan Agreement have been satisfied or waived by the Revolving Loan LenderAdministrative Agent, and on the date specified in Item 1 above, the Borrower will have satisfied all such conditions precedent to the Revolving Loans requested hereby, (c) as of the date of this Borrowing Request, each of the representations and warranties of the Borrower set forth in Article V of the Loan Agreement is true and correct to the extent provided therein and each such representation and warranty will be true and correct on and as of the date of the Borrowing requested hereby as if made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct on and as of such date), and (d) no Default or Event of Default or Revolver Event of Default has occurred and is continuing, and (e) since the date of the most recent audited Financial Statements provided to the Administrative Agent, no Xxx. X-0-0 event or circumstance has occurred which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Schedule 1 Please wire transfer the proceeds of the Borrowing to the accounts of the following Persons at the financial institutions indicated below. Amount to be Person to be Paid [Amount to be Transferred] / [Face Amount of Letter of Credit] Name of Payee Account No. (if applicable) Name, Address, ABA#, Transferred Name of Payee Account No. and Attn: ----------- ------------- ----------- --------- $_________________ _________________ ______________ $ Attention: $ Attention: Dated:____________________ ____________________ Attention: $_________________ _________________ ______________ ____________________ ____________________ Attention: Dated:____________ NORTH AMERICA CAPITAL HOLDING COMPANYMACQUARIE DISTRICT ENERGY, INC., as Borrower By:______________________________________ : Name: Title: Exhibit B-2 to Loan Agreement FORM OF NOTICE OF REVOLVING LOAN CONVERSION [Date] Wachovia Bank, National Association 000 Xxxxx Xxxxx Xxxxxx Xxxxx 0000 Xxxxxx, Xxxxx 00000 AttentionBy: Xxxx Xxxxxxx TelephoneName: (000) 000-0000 Facsimile: (214) 397-486Title:

Requested Date of Borrowing. 2. Aggregate Amount of Requested Borrowing: $_______ 3 The requested initial Interest Period: ________ The Borrower hereby certifies to the Administrative Agent and the Revolving Lender that (a) the proceeds of the requested Revolving Loans will be applied as set forth in Schedule 1 hereto, which uses are permitted by the Loan Agreement, (b) as of the date of this Borrowing Request, all of the conditions precedent set forth in Section 4.3 of the Loan Agreement have been satisfied or waived by the Revolving Loan LenderAdministrative Agent, and on the date specified in Item 1 above, the Borrower will have satisfied all such conditions precedent to the Revolving Loans requested hereby, (c) as of the date of this Borrowing Request, each of the representations and warranties of the Borrower set forth in Article V of the Loan Agreement is true and correct to the extent provided therein and each such representation and warranty will be true and correct on and as of the date of the Borrowing requested hereby as if made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct on and as of such date), and (d) no Default or Event of Default or Revolver Event of Default has occurred and is continuing, and (e) since the date of the most recent audited Financial Statements provided to the Administrative Agent, no Xxx. X-0-0 event or circumstance has occurred which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Please wire transfer the proceeds of the Borrowing to the accounts of the following Exh. B-1 Persons at the financial institutions indicated below. Amount to be Person to be Paid Name, Address, ABA#, Transferred Name of Payee Account No. ABA#, and Attn: ------------ ----------------- ----------- ------------- ----------- --------- --------------- $__________ __________ __________ _______________ _________________ ____Attention: $__________ __________ __________ _______________ _______________ Attention: Dated: ------------------- THE GAS COMPANY, LLC, as Borrower By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Exh. B-2 Exhibit C to Loan Agreement FORM OF NOTE $[______ Attention: $________] [New York, New York] _________________ _________________ ______________ ____________________ ____________________ Attention: Dated:____________ NORTH AMERICA CAPITAL HOLDING , 2006 FOR VALUE RECEIVED, the undersigned, THE GAS COMPANY, as Borrower By:LLC, a Delaware limited liability company (the "Borrower"), hereby unconditionally promises to pay to the order of [________________________] (the "Lender"), on the dates and in the amounts specified in the Loan Agreement (as hereinafter defined), the principal amount of [______________ Name: Title: Exhibit B-2 ____] DOLLARS ($___________) or such lesser amount as shall equal the principal amount of all Loans made by the Lender pursuant to the Amended and Restated Loan Agreement FORM OF NOTICE OF REVOLVING LOAN CONVERSION dated as of June [Date] Wachovia Bank__], National Association 000 Xxxxx Xxxxx Xxxxxx Xxxxx 0000 Xxxxxx2006 (the "Loan Agreement") among the Borrower, Xxxxx 00000 Attention: Xxxx Xxxxxxx Telephone: the Lender and certain other banks and financial institutions from time to time parties thereto, and DRESDNER BANK AG LONDON BRANCH, as Administrative Agent (000) 000-0000 Facsimile: (214) 397-486the "Administrative Agent"). Capitalized terms used but not defined in this Note have the meanings assigned to them in the Loan Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date such Loan is made until such principal amount is paid in full, at such interest rates and on such dates as provided in the Loan Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's office at ____________, New York, New York ____________, or such other address as the Administrative Agent may from time to time notify the Lender. The holder of this Note is authorized to record the date and amount of each Loan made by such Lender, the date and amount of each repayment of principal thereof, the amount of unpaid principal with respect thereto, and the length of each Interest Period with respect thereto, on Schedule I annexed hereto and constituting a part hereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded in the absence of demonstrable error, provided that the failure of the holder of this Note to make such recordation or any error therein shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Loan Agreement in respect of the Loans made by the Lender. This Note is one of the Notes referred to in the Loan Agreement and is entitled to the benefits thereof. This Note is secured by and entitled to the benefits of the Security Documents. This Note may be prepaid or required to be prepaid in whole or in part as provided in the Loan Agreement. Upon the occurrence of any one or more Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, as provided in the Loan Agreement.

Requested Date of Borrowing. 2. Aggregate Amount of Requested Borrowing: $_______ 3 The requested initial Interest Period: _______ The Borrower hereby certifies to the Administrative Agent and the Revolving Lender that (a) the proceeds of the requested Revolving Loans will be applied as set forth in Schedule 1 hereto, which uses are permitted by the Loan Agreement, (b) as of the date of this Borrowing Request, all of the conditions precedent set forth in Section 4.3 of the Loan Agreement have been satisfied or waived by the Revolving Loan LenderAdministrative Agent, and on the date specified in Item 1 above, the Borrower will have satisfied all such conditions precedent to the Revolving Loans requested hereby, (c) as of the date of this Borrowing Request, each of the representations and warranties of the Borrower set forth in Article V of the Loan Agreement is true and correct to the extent provided therein and each such representation and warranty will be true and correct on and as of the date of the Borrowing requested hereby as if made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties were true and correct on and as of such date), and (d) no Default or Event of Default or Revolver Event of Default has occurred and is continuing, and (e) since the date of the most recent audited Financial Statements provided to the Administrative Agent, no Xxx. X-0-0 event or circumstance has occurred which, individually or in the aggregate, has had or could reasonably be expected to have a Material Adverse Effect. Please wire transfer the proceeds of the Borrowing to the accounts of the following Exh. B-1 Persons at the financial institutions indicated below. Amount to be Person to be Paid Name, Address, ABA#, Transferred Name of Payee Account No. and Attn: ------------ ----------------- ----------- ------------- ----------- --------- -------------------- $_________________ _________________ ______________ ____________________ ____________________ Attention: $_________________ _________________ ______________ ____________________ ____________________ Attention: Dated:: ------------------ THE GAS COMPANY, LLC, as Borrower By: ------------------------------------ Name: Title: Exh. B-2 Exhibit C to Loan Agreement FORM OF NOTE $[____________ NORTH AMERICA CAPITAL HOLDING __] [New York, New York] _______________, 2005 FOR VALUE RECEIVED, the undersigned, THE GAS COMPANY, as Borrower By:LLC, a Delaware limited liability company (the "Borrower"), hereby unconditionally promises to pay to the order of [________________________] (the "Lender"), on the dates and in the amounts specified in the Loan Agreement (as hereinafter defined), the principal amount of [______________ Name: Title: Exhibit B-2 ____] DOLLARS ($___________) or such lesser amount as shall equal the principal amount of all Loans made by the Lender pursuant to the Loan Agreement FORM OF NOTICE OF REVOLVING LOAN CONVERSION dated as of November [Date] Wachovia Bank__], National Association 000 Xxxxx Xxxxx Xxxxxx Xxxxx 0000 Xxxxxx2005 (the "Loan Agreement") among the Borrower, Xxxxx 00000 Attention: Xxxx Xxxxxxx Telephone: the Lender and certain other banks and financial institutions from time to time parties thereto, and DRESDNER BANK AG LONDON BRANCH, as Administrative Agent (000) 000-0000 Facsimile: (214) 397-486the "Administrative Agent"). Capitalized terms used but not defined in this Note have the meanings assigned to them in the Loan Agreement. The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date such Loan is made until such principal amount is paid in full, at such interest rates and on such dates as provided in the Loan Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent's office at ____________, New York, New York ____________, or such other address as the Administrative Agent may from time to time notify the Lender. The holder of this Note is authorized to record the date and amount of each Loan made by such Lender, the date and amount of each repayment of principal thereof, the amount of unpaid principal with respect thereto, and the length of each Interest Period with respect thereto, on Schedule I annexed hereto and constituting a part hereof, and any such recordation shall constitute prima facie evidence of the accuracy of the information so recorded in the absence of demonstrable error, provided that the failure of the holder of this Note to make such recordation or any error therein shall not limit or otherwise affect the obligations of the Borrower hereunder or under the Loan Agreement in respect of the Loans made by the Lender. This Note is one of the Notes referred to in the Loan Agreement and is entitled to the benefits thereof. This Note is secured by and entitled to the benefits of the Security Documents. This Note may be prepaid or required to be prepaid in whole or in part as provided in the Loan Agreement. Upon the occurrence of any one or more Events of Default, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable, as provided in the Loan Agreement.