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Exhibit A-1
PROMISSORY NOTE
Date:
FOR VALUE RECEIVED, the undersigned,
___________________________________, a ______________________ corporation (the
"Company"), promises to pay to the order of The Columbia Gas System, Inc.,
("Lender"), in lawful money of the United States of America and immediately
available funds, the unpaid Principal Amount of each Borrowing made by the
Lender to the Company pursuant to the Loan Agreement, dated August 21, 1996,
between the Lender and the Company (the "Agreement"). The Company promises to
pay interest on the unpaid Principal Amount on the Interest Payment Dates and
at the rate or rates provided for on the schedule attached hereto (the
"Schedule"). All Borrowings, including the date thereof, the principal
balance, the interest on the unpaid principle balance, the rate of interest or
method of determining such rate, the maturity date of such Borrowing and the
Interest Payment Dates shall be recorded by the Lender on the attached
Schedule. Any principal or interest not paid when due shall bear interest from
maturity until paid in full at a default rate of interest as specified in the
Agreement.
Upon the happening of an Event of Default other than those specified in
Section 6.01(6) or 6.01(7) of the Agreement, the Lender may declare the
Principal Amount and all accrued and unpaid interest on the Note due and
payable. Upon the happening of an Event of Default specified in Section
6.01(6) or 6.01(7) of the Agreement, the Principal Amount and all accrued and
unpaid interest shall become and be immediately due and payable without any
declaration or other act on the part of the Lender.
The Company hereby authorizes the Lender to endorse on the Schedule the
date, amount and maturity date of, and the interest rate with respect to, each
Borrowing evidenced hereby and all payments thereof, provided that the failure
to do so shall not affect the obligations of either the Company or the Lender.
Additional Schedule pages may be attached hereto from time to time by Xxxxxx,
as necessary.
The Company hereby waives presentment, demand, protest and notice of any
kind. No failure to exercise, and no delay in exercising, any rights hereunder
on the part of the holder hereof shall operate as a waiver of such rights.
The Company hereby irrevocably constitutes and appoints the Lender and
any officer or agent thereof, with full power of substitution, as its true and
lawful attorney-in-fact with full irrevocable power and authority in the place
and stead of the Company and in the name of the Company or in its own name,
from time to time in the Lender's discretion after the occurrence of an Event
of Default or the Company's failure to provide adequate assurances in
accordance with paragraphs (a) or (b) of Section 4.04 of the Agreement, for the
purposes of carrying out the Agreement, to take any and all appropriate
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action and to execute any and all documents and instruments which may be, in
the Lender's sole judgement, necessary or desirable to accomplish the purpose
of the Agreement, including, but not limited to, providing security to the
Lender with respect to the Company's obligations under this Note or the
Agreement. The powers conferred on the Lender hereunder are solely to allow
the Lender to protect its interest in the Company's Property and shall not
impose any duty upon the Lender to exercise any such powers.
The Lender may assign this Note at any time without the consent of the Company.
The terms of the Agreement are incorporated herein by reference. Any
capitalized terms not defined herein shall have the meaning assigned to them in
the Agreement.
This Note shall be governed by and construed in accordance with the laws
of the State of Delaware.
_____________________________
Company
By:__________________________
Authorized Officer
And: ________________________
Secretary
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