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Exhibit 10-CP
AMENDMENT NO. 1
TO THE
U.S. $900,000,000
CREDIT AGREEMENT
DATED AS OF MARCH 11, 1998
THIS AMENDMENT NO. 1, dated as of February 15, 2000 (this
"Amendment No. 1") to the Credit Agreement, dated as of March 11, 1998 (the
"Agreement") among Columbia Energy Group, a Delaware corporation (the
"Borrower"), the banks, financial institutions and other institutional lenders
listed on the signature page of the Agreement (collectively, the "Lenders") and
Citibank N.A., as administrative and syndication agent for the Lenders,
evidences the agreement of the parties as follows:
WHEREAS, the Borrower and the Required Lenders desire to amend
the Agreement in accordance with Section 8.01 thereof.
NOW, THEREFORE, in consideration of the foregoing and the
respective covenants, agreements and conditions hereinafter set forth, and
intending to be legally bound hereby, the parties hereto agree as follows:
SECTION 1. Amendment to Agreement.
Section 6.01(h) of the Agreement is amended to delete the
following text therefrom:
"(iii) any Person or two or more Persons acting in concert
shall have acquired by contract or otherwise (excluding
employment contracts with officers of the Borrower) or shall
have entered into a contract or arrangement (excluding
employment contracts with officers of the Borrower), that,
upon consummation, will result in its or their acquisition of
the power to exercise, directly or indirectly, a controlling
influence over the management or policies of the Borrower; or"
SECTION 2. Capitalized Terms. Capitalized terms used but not
otherwise defined in this Amendment No. 1 shall have the respective meanings
ascribed to such terms in the Agreement.
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SECTION 3. Execution in Counterparts. This Amendment No. 1 may
be executed in any number of counterparts and by different parties hereto on
separate counterparts, each of which when so executed shall be deemed to be an
original and all of which taken together shall constitute but one and the same
agreement. Delivery of an executed counterpart of a signature page to this
Amendment No. 1 by telecopier shall be effective as delivery of a manually
executed counterpart of this Amendment No. 1.
SECTION 4. Governing Law. This Amendment No. 1 shall be
governed by, and construed in accordance with the laws of the State of New York.
SECTION 5. Jurisdiction, Etc. (a) Each of the parties hereto
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States of America sitting in New York City, and any appellate court
for any thereof, in any action or proceeding arising out of or relating to this
Agreement or the Notes, or for recognition or enforcement of any judgment, and
each of the parties hereto hereby irrevocably and unconditionally agrees that
all claims in respect of any such action or proceeding may be heard and
determined in any such New York State court or, to the extent permitted by law,
in such federal court. Each of the parties hereto agrees that a final judgment
in any such action or proceeding shall be conclusive and may be enforced in
other jurisdictions by suit on the judgment or in any other manner provided by
law. Nothing in this Agreement shall affect any right that any party may
otherwise have to bring any action or proceeding relating to this Agreement or
the Notes in the courts of any jurisdiction.
(b) Each of the parties hereto irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding arising out of or relating to this Agreement or the Notes
in any New York State or federal court. Each of the parties hereto hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.
SECTION 6. Severability of Provisions. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other
jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment No. 1 to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
COLUMBIA ENERGY GROUP
By: /s/ Xxxxxxx X. X'Xxxxxxx
______________________________
Name: Xxxxxxx X. X'Xxxxxxx
Title: Senior Vice President
Chief Financial Officer
XXXXXXX XXXXX XXXXXX INC.
as Arranger and Book Manager
By: /s/ J. Xxxxxxxxxxx Xxxxx
______________________________
Name: J. Xxxxxxxxxxx Xxxxx
Title: Attorney-in-Fact
CITIBANK, N.A.
as Administrative and Syndication Agent
By: /s/ J. Xxxxxxxxxxx Xxxxx
______________________________
Name: J. Xxxxxxxxxxx Xxxxx
Title: Attorney-in-Fact
Lenders
CITIBANK, N.A.
By: /s/ J. Xxxxxxxxxxx Xxxxx
______________________________
Name: J. Xxxxxxxxxxx Xxxxx
Title: Attorney-in-Fact
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxx Xxxx
______________________________
Name: Xxxxxx Xxxx
Title: Vice President
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PNC BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxx
______________________________
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
BANK OF MONTREAL
By: /s/ Xxx X. Xxxxxxx
______________________________
Name: Xxx X. Xxxxxxx
Title: Director
CANADIAN IMPERIAL BANK OF COMMERCE
By: /s/ M. Xxxx Xxxxxx
______________________________
Name: M. Xxxx Xxxxxx
Title: Authorized Signatory
FIRST UNION NATIONAL BANK
By: /s/ Xxxxxxx X. Xxxxxxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxxxxxx
Title: Vice President
BANKERS TRUST COMPANY
By:
______________________________
Name:
Title:
BANK ONE
By: /s/ Xxxxxx X. Xxxxxx
______________________________
Name: Xxxxxx X. Xxxxxx
Title: First Vice President
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XXXXXX GUARANTY
TRUST COMPANY OF NEW YORK
By: /s/ Xxxxxx Xxxxxxxxx
______________________________
Name: Xxxxxx Xxxxxxxxx
Title: Vice President
ALLFIRST BANK
By: /s/ Xxxxx X. Xxxxxx
______________________________
Name: Xxxxx X. Xxxxxx
Title: Senior Vice President
NATIONAL CITY BANK
By: /s/ Xxxxxxx X. Xxxxxx
______________________________
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
COMMERZBANK AG,
NEW YORK BRANCH
By: /s/ Xxxxxx Xxxxxxx
Xxxxxxx Xxxx
______________________________
Name: Xxxxxx Xxxxxxx
Xxxxxxx Xxxx
Title: Assistant Vice President
NATIONSBANK, N.A.
By: /s/ Xxxxx X. Xxxxx
______________________________
Name: Xxxxx X. Xxxxx
Title: Principal
ARAB BANK, PLC
By:
______________________________
Name:
Title:
0
XXX XXXX XX XXXX XXXXXX
By: /s/ F.C.H. Xxxxx
______________________________
Name: F.C.H. Xxxxx
Title: Senior Manager Loan Operations
BANK OF TOKYO-MITSUBISHI
TRUST COMPANY
By: /s/ Xxxxxxxx X. Xxxxxxxx
______________________________
Name: Xxxxxxxx X. Xxxxxxxx
Title: Vice President
CREDIT AGRICOLE
By:
______________________________
Name:
Title:
CRESTAR BANK
By: /s/ Xxxxx X. Xxxxxxx
______________________________
Name: Xxxxx X. Xxxxxxx
Title: Senior Vice President
BANCA MONTE DEI PASCHI DI SIENA, S.p.A.
By:
______________________________
Name:
Title:
SOCIETE GENERALE
By: /s/ Xxxxxx X. Xxxxx
______________________________
Name: Xxxxxx X. Xxxxx
Title: Director
0
XXXXX XXXX XX XXXXXXXXXX
By: /s/ Xxxxx Xxxxxxxx
______________________________
Name: Xxxxx Xxxxxxxx
Title: Vice President
