Xxxxx 0, 0000
Xxx Xxxxx Xxxxxxxxx Bank
Xxx Xxxxx Xxxxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Mr. Xxxxxx Xxxxx
The Boatmen's National Bank of St. Louis
One Boatmen's Plaza
000 Xxxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000-0000
Attention: Xx. Xxxxxx X. Xxxxxx
Mercantile Bank of St. Louis National Association
#1 Mercantile Center, 12th Floor
X.X. Xxx 000
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx
Gentlemen:
Re: Extension and further amendment of the line of credit agreement dated
August 19, 1996, as amended by letter dated December 23, 1996, among Laclede
Gas Company (the "Company" or "Laclede"), The Chase Manhattan Bank
("Chase"), The Boatmen's National Bank of St. Louis ("Boatmen's") and
Mercantile Bank of St. Louis National Association ("Mercantile") (each a
"Bank" and collectively the "Banks". Said line of credit agreement, as
previously amended shall hereinafter be called the "Line of Credit
Agreement").
This amendatory agreement will confirm our agreement to further amend and
extend the term of the above-referenced Line of Credit Agreement from March
1, 1997 to April 1, 1997, on the same terms and conditions set forth in the
above-referenced Line of Credit Agreement; subject only to the terms and
modifications expressly set forth in numbered Paragraphs 1 through 5 below,
each of which Paragraphs shall be effective on March 1, 1997.
Page 30
The Chase Manhattan Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1997
1. NEW MAXIMUM AMOUNTS OF ADVANCES. The combined aggregate
principal amount of Advances at any time outstanding from any Bank
under the Line of Credit Agreement shall not, on or after March 1,
1997, exceed the amount set forth opposite the name of such Bank
below (such Bank's "Maximum Amount"), and shall be in a combined
aggregate principal amount at any time outstanding which shall not
exceed $40 million:
Name of Bank Maximum Amount
------------ --------------
Chase $20,000,000
Boatmen's $10,000,000
Mercantile $10,000,000
2. NEW TERMINATION DATE. The phrase "Termination Date" as
defined in the Line of Credit Agreement is hereby amended from March
1, 1997 to April 1, 1997. Accordingly, all references in the Line of
Credit Agreement to the Termination Date shall hereafter refer to
April 1, 1997.
3. NEW FORM OF NOTE. Each executed Note in the form of
Exhibit A to the Line of Credit Agreement as to which no sums are then
due and payable thereunder shall be returned to Laclede immediately
for cancellation, upon the holder Bank's receipt of an executed Note
to that Bank in the form attached as Exhibit A to this amendatory
agreement.
4. ABSENCE OF MATERIAL ADVERSE CHANGE. The making of
Advances under the Line of Credit Agreement as amended by this
letter agreement is also subject to the absence of any material
adverse change since December 31, 1996, in the financial
condition of Laclede.
5. RATIFICATION OF REMAINDER OF LINE OF CREDIT AGREEMENT.
Subject only to the amendments expressly set forth in numbered
Paragraphs 1 through 4 above, the Line of Credit Agreement is hereby
ratified, confirmed and approved in all respects. Without limiting
the generality of the foregoing, the interest rate on LIBO Rate
Advances and the Facility Fee shall remain as specified in
Paragraphs 6 and 7 of the Line of Credit Agreement.
Page 31
The Chase Manhattan Bank
The Boatmen's National Bank of St. Louis
Mercantile Bank of St. Louis National Association
March 1, 1997
Please indicate your acceptance of the terms of this amendatory
agreement by signing in the appropriate space below and returning to Laclede
Gas Company the enclosed duplicate of the original of this letter. This
letter may be executed in counterparts, each of which shall be an original,
and all of which when taken together, shall constitute one agreement which
shall amend the Line of Credit Agreement as hereinbefore provided.
Very truly yours,
LACLEDE GAS COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Treas. & Asst. Secy.
Accepted and Agreed to as of
the date first written above.
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
Page 32
EXHIBIT A
NOTE
$ ,000,000 New York, New York
March 1, 1997
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of
(the "Bank"), at the office of the Bank at
: (a) on the last day of each Interest Period, as
defined in the letter agreement dated as of August 19, 1996, as amended by
an amendatory agreement dated December 23, 1996, and as further amended by
an amendatory agreement dated March 1, 1997 (said letter agreement, as thus
amended, being hereinafter called the "Line of Credit Agreement") between
the Company, the Bank and certain other banks, the aggregate unpaid
principal amount of each Advance (as defined in the Line of Credit
Agreement) made by the Bank to which such Interest Period relates; and (b)
on April 1, 1997, the lesser of $ and the aggregate principal
amount of all Advances made by the Bank under the Line of Credit Agreement
and remaining unpaid; in each case in lawful money of the United States of
America in immediately available funds. The undersigned promises to pay
interest on the unpaid principal amount of each Advance at the rates and
payable on the dates provided for in the Line of Credit Agreement.
The Company hereby waives diligence, presentment, demand, protest and notice
of any kind. The nonexercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of
America.
LACLEDE GAS COMPANY
By: ________________________
Name: Xxxxxx X. Xxxxxxxx
Title: Treas. & Asst. Secy.
Page 33
NOTE
$20,000,000 New York, New York
March 1, 1997
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of the
Chase Manhattan Bank (the "Bank"), at the office of the Bank at 000 Xxxx
Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000: (a) on the last day of each
Interest Period, as defined in the letter agreement dated as of August 19,
1996, as amended by an amendatory agreement dated December 23, 1996, and as
further amended by an amendatory agreement dated March 1, 1997 (said letter
agreement, as thus amended, being hereinafter called the "Line of Credit
Agreement"), between the Company, the Bank and certain other banks, the
aggregate unpaid principal amount of each Advance (as defined in the Line of
Credit Agreement) made by the Bank to which such Interest Period relates;
and (b) on April 1, 1997, the lesser of $20,000,000 and the aggregate
principal amount of all Advances made by the Bank under the Line of Credit
Agreement and remaining unpaid; in each case in lawful money of the United
States of America in immediately available funds. The undersigned promises
to pay interest on the unpaid principal amount of each Advance at the rates
and payable on the dates provided for in the Line of Credit Agreement.
The Company hereby waives diligence, presentment, demand, protest and notice
of any kind. The nonexercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of
America.
LACLEDE GAS COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Treas. & Asst. Secy.
Page 34
Loans by and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Name of
Payments Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
--------------------------------------------------------------------------
Page 00
XXX XXXXX XXXXXXXXX BANK
March 1, 1997
Laclede Gas Company
000 Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention of: Xxxxxx X. Xxxxxxxx, Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
August 19, 1996, as amended by an amendatory agreement dated December 23,
1996, and as further amended by an amendatory agreement dated the date
hereof, (said letter agreement, as thus amended, being hereinafter called
the "Line of Credit Agreement") among the Chase Manhattan Bank ("Chase"),
certain other banks and Laclede Gas Company ("Laclede") providing for
advances by Chase to Laclede in an aggregate principal amount at any time
outstanding not to exceed $20,000,000. Chase confirms that nothing in the
Line of Credit Agreement is intended to alter the arrangements set forth in
the letter of Chase to Laclede dated January 17, 1997, or the availability
of up to $10,000,000 of advances thereunder on the terms set forth therein.
Very truly yours,
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
Title: Managing Director
Page 36
NOTE
$10,000,000 New York, New York
March 1, 1997
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of THE
BOATMEN'S NATIONAL BANK OF ST. LOUIS (the "Bank"), at the office of the Bank
at Xxx Xxxxxxx'x Xxxxx, 000 Xxxxxx Xxxxxx, Xx. Xxxxx, Xxxxxxxx 00000-0000:
(a) on the last day of each Interest Period, as defined in the letter
agreement dated as of August 19, 1996, as amended by an amendatory agreement
dated December 23, 1996, and as further amended by an amendatory agreement
dated March 1, 1997 (said letter agreement, as thus amended, being
hereinafter called the "Line of Credit Agreement"), between the Company, the
Bank and certain other banks, the aggregate unpaid principal amount of each
Advance (as defined in the Line of Credit Agreement) made by the Bank to
which such Interest Period relates; and (b) on April 1, 1997, the lesser of
$10,000,000 and the aggregate principal amount of all Advances made by the
Bank under the Line of Credit Agreement and remaining unpaid; in each case
in lawful money of the United States of America in immediately available
funds. The undersigned promises to pay interest on the unpaid principal
amount of each Advance at the rates and payable on the dates provided for in
the Line of Credit Agreement.
The Company hereby waives diligence, presentment, demand, protest and notice
of any kind. The nonexercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of
America.
LACLEDE GAS COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Treas. & Asst. Secy.
Page 37
Loans by and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Name of
Payments Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
--------------------------------------------------------------------------
Page 38
THE BOATMEN'S NATIONAL BANK OF ST. LOUIS
March 1, 1997
Laclede Gas Company
000 Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention of: Xxxxxx X. Xxxxxxxx, Treasurer & Asst. Secretary
Laclede Gas Company
-------------------
Dear Sirs:
Reference is made to the line of credit letter agreement dated
August 19, 1996, as amended by an amendatory agreement dated December 23,
1996, and as further amended by an amendatory agreement dated the date
hereof (said letter agreement, as thus amended, being hereinafter called the
"Line of Credit Agreement") among The Boatmen's National Bank of St. Louis
("Boatmen's"), certain other banks and Laclede Gas Company ("Laclede")
providing for advances by Boatmen's to Laclede in an aggregate principal
amount at any time outstanding not to exceed $10,000,000. Boatmen's
confirms that nothing in the Line of Credit Agreement is intended to alter
the arrangements set forth in the letter of Laclede to Boatmen's dated
January 14, 1997, or the availability of up to $10,000,000 of advances
thereunder on the terms set forth therein.
Very truly yours,
THE BOATMEN'S NATIONAL BANK OF
ST. LOUIS,
By: /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Vice President
Page 39
NOTE
$10,000,000 New York, New York
March 1, 1997
FOR VALUE RECEIVED, the undersigned, LACLEDE GAS COMPANY, a Missouri
corporation (the "Company"), hereby promises to pay to the order of
MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION (the "Bank"), at the
office of the Bank at Xxxxxx & Xxxxxx, 00xx Xxxxx, Xx. Xxxxx, Xxxxxxxx
00000: (a) on the last day of each Interest Period, as defined in the letter
agreement dated as of August 19, 1996, as amended by an amendatory agreement
dated December 23, 1996, and as further amended by an amendatory agreement
dated March 1, 1997 (said letter agreement, as thus amended, being
hereinafter called the "Line of Credit Agreement"), between the Company, the
Bank and certain other banks, the aggregate unpaid principal amount of each
Advance (as defined in the Line of Credit Agreement) made by the Bank to
which such Interest Period relates; and (b) on April 1, 1997, the lesser of
$10,000,000 and the aggregate principal amount of all Advances made by the
Bank under the Line of Credit Agreement and remaining unpaid; in each case
in lawful money of the United States of America in immediately available
funds. The undersigned promises to pay interest on the unpaid principal
amount of each Advance at the rates and payable on the dates provided for in
the Line of Credit Agreement.
The Company hereby waives diligence, presentment, demand, protest and notice
of any kind. The nonexercise by the holder of any of its rights hereunder
in any particular instance shall not constitute a waiver thereof in that or
any subsequent instance.
All Advances by the Bank evidenced by this Note, the interest rates
applicable thereto and all payments of the principal hereof and interest
hereon and the respective dates thereof shall be endorsed by the holder
hereof on the schedule attached hereto and made a part hereof or on a
continuation thereof which shall be attached hereto and made a part hereof,
or otherwise recorded by such holder in its internal records; provided,
however, that the failure of the holder hereof to make such a notation or
any error in such a notation shall not affect the obligations of the Company
under this Note.
This Note shall be construed in accordance with and governed by the laws of
the State of New York and any applicable laws of the United States of
America.
LACLEDE GAS COMPANY
By: /s/ Xxxxxx X. Xxxxxxxx
Name: Xxxxxx X. Xxxxxxxx
Title: Treas. & Asst. Secy.
Page 40
Loans by and Payments to the Bank
---------------------------------
Referred to in the Foregoing Note
---------------------------------
Name of
Payments Person
Amount Type of Interest Maturity Making
Date of Loan Loan Rate Date Principal Interest Notation
--------------------------------------------------------------------------
Page 41
THE MERCANTILE BANK OF ST. LOUIS NATIONAL ASSOCIATION
March 1, 1997
Laclede Gas Company
000 Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention of: Xxxxxx X. Xxxxxxxx, Treasurer & Asst. Secretary
Laclede Gas Company
Dear Sirs:
Reference is made to the line of credit letter agreement dated
August 19, 1996, as amended by an amendatory agreement dated December 23,
1996, and as further amended by an amendatory agreement dated the date
hereof (said letter agreement, as thus amended, being hereinafter called the
"Line of Credit Agreement") among Mercantile Bank of St. Louis National
Association ("Mercantile"), certain other banks and Laclede Gas Company
("Laclede") providing for advances by Mercantile to Laclede in an aggregate
principal amount at any time outstanding not to exceed $10,000,000.
Mercantile confirms that nothing in the Line of Credit Agreement is intended
to alter the arrangements set forth in the letter of Mercantile to Laclede
dated January 17, 1997, or the availability of up to $10,000,000 of advances
thereunder on the terms set forth therein.
Very truly yours,
MERCANTILE BANK OF ST. LOUIS
NATIONAL ASSOCIATION
By: /s/ Xxxxxxx X. Xxxxxxx
Name: Xxxxxxx X. Xxxxxxx
Title: Assistant Vice President
Page 42
