000 Xxxxxx Xxxxxx
[XXXX] Xxxxxxxx, XX 00000-0000
December 4, 2002
Xx. Xxxx Xxxxxx
Treasurer
UNITIL CORP.
0 Xxxxxxx Xxxx Xxxx
Xxxxxxx, Xxx Xxxxxxxxx 00000
Dear Xxxx:
This letter agreement sets forth the terms under which Citizens Bank of New
Hampshire (the "Bank") will make available to UNITIL Corporation (the
"Borrower") an unsecured Line of Credit (the "Line") for up to $13,000,000. This
Line will be reviewed again on August 31, 2003 (the "Annual Review Date").
Any loan under the Line will bear interest (computed on a 360 day per year
basis) of either:
(1) Wall Street Journal Prime rate ("WSP") as it may vary; or
(2) A fixed rate for each loan based on the London Interbank Offered Rate
("LIBOR" for the term of the loan [Not to exceed ninety (90) days] as
in effect on the date of the loan plus a margin to be determined by
the Bank from time to time. If the LIBOR rate is selected, the rate
will be determine by the Bank by 10:00 a.m. on the day of the
requested borrowing. Each borrowing under this line by you must
specify the amount of the loan requested, the rate requested and the
maturity requested.
Each loan must be not less than $500,000.00. This Line is available subject
to the Bank's continued satisfaction with the financial condition of Borrower
and its subsidiaries and to no substantive changes in monetary or governmental
regulations. Borrower shall deliver to Bank: annual report and 10K report by
April 30; and 10Q by ninety (90) days after the close of each calendar quarter.
The Borrower shall maintain and fund an account with the Bank which the
Bank may debit for payments due, quarterly fees, and other amounts due. Loan
advances will be made upon telephone request by offers designated in writing by
Borrower and shall be deposited by Bank into the account.
Loans will be evidenced by a Promissory Note in the form attached hereto.
Each loan and the corresponding information [date, amount, maturity date
(subject to Bank's right to demand payment at any time) and interest rate] will
be recorded on the date of the telephone request. Bank's corresponding advices
of credit and debit will be additional evidence of loans in the format described
above, and the Borrower agrees that absent manifest error, this record shall be
conclusive and binding.
In consideration for the availability of this Line and until expiration or
earlier written termination of the Line, Borrower will pay Bank a quarterly fee
on or before ten (10) days after the close of each fiscal quarter (with fiscal
quarters closing on March 31, June 30, September 30, and December 31, [with a
final payment due ten (10) days after expiration or earlier written termination
of the Line], equal to the product of .0025 multiplied by the "Daily Average
Unused Portion of the Line" during the preceding fiscal quarter. "Daily Average
Unused Portion of the Line" is determined by summing the "Unused Portion of the
Line" for each day of the relevant fiscal quarter and dividing that sum by the
number of days in the relevant fiscal quarter. "Unused Portion of the Line"
means $13,000,000 minus the amount outstanding on the Line as of the Bank's
close of business on that day. Interest and fees are calculated on the basis of
the actual days elapsed over a 360 day banking year.
Bank may, at any time, demand payment in full of all loans made under the
Line and interest and other charges due hereunder.
Borrower acknowledges that bank has disclosed the following finances
charges in connection with this loan: quarterly fees as set forth above and
interest rate set forth above and in the Note.
If the foregoing satisfactorily sets forth the terms and conditions of this
lending arrangement, please indicate your acceptance thereof by executing and
returning the attached copy of this letter and the attached Promissory Note.
We are pleased to provide this Line of Credit and look forward to the
ongoing development of our relationship.
Sincerely,
CITIZENS BANK OF NEW HAMPSHIRE
By: /s/
------------------------------------
Its: Vice President
AGREED AND ACCEPTED:
UNITIL CORPORATION
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, Treasurer
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx, Chief Financial Officer
