Exhibit C.13.12.2
ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of September 26,1997,
among BankBoston, N.A. (formerly known as The First National Bank of
Boston, the "First Assignor"), State Street Bank and Trust Company, (the
"First Assignee), Swiss Bank Corporation (the "Second Assignor" and,
together with the First Assignor, the "Assignors"), Fleet National Bank
(as successor-in- interest to Shawmut Bank Connecticut, N.A., the "Second
Assignee" and, together with the First Assignee, the "Assignees"), Yankee
Gas Services Company (the "Borrower") and The Bank of New York as agent
under the Credit Agreement referred to below.
Reference is made to that certain Amended and Restated Credit Agreement
dated as of February 2, 1995 (the "Credit Agreement"), among the Borrower,
the Banks listed on the signature pages thereto, and the Bank of New York,
as Agent (the "Agent"). Capitalized terms used and not otherwise defined
herein shall have the meanings ascribed thereto in the Credit Agreement.
The parties hereto hereby agree as follows:
Section 1. Consent. Pursuant to Section 9.07(b) of the Credit Agreement,
(i) the Borrower hereby consents to each of the assignments described in
Section 2 below and (ii) the Agent hereby confirms that it has received
notice of each such assignment.
Section 2. Assignments. (a) For and in consideration of the assumption
of the obligations by the First Assignee as set forth in this Section 2(a)
(including, without limitation, the assumption by the First Assignee of
the First Assignor's Commitment under the Credit Agreement in the amounts
described on Schedule A attached hereto) and other consideration as set
forth herein, the First Assignor does hereby sell, assign, transfer and
convey to the First Assignee, without recourse or representation and
warranty (except with respect to its representations and warranties
contained herein), all of its rights and obligations under the Credit
Agreement and each of the other Loan Documents (other than (i) rights
under Section 9.02 of the Credit Agreement arising out of or in connection
with events occurring prior to the Effective Date (as defined below) and
(ii) the right to payment of interest and fees under the Loan Documents
accruing prior to the Effective Date), including, without limitation, the
right to payment of principal and interest and all other amounts payable
under the Loan Documents from and after the Effective Date.
(b) For and in consideration of the assumption of the obligations by
the Second Assignee as set forth in this Section 2(b) (including, without
limitation, the assumption by the Second Assignee of the Second Assignor's
Commitment under the Credit Agreement in the amounts described on Schedule
B attached hereto) and other consideration as set forth herein, the Second
Assignor does hereby sell. assign, transfer and convey to the Second
Assignee, without recourse or representation and warranty (except with
respect to its representations and warranties contained herein), all of
its rights and obligations under the Credit Agreement and each of the
other Loan Documents (other than (i) rights under Section 9.02 of the
Credit Agreement arising out of or in connection with events occurring
prior to the Effective Date (as defined below) and (ii) the right to
payment of interest and fees under the Loan Documents accruing prior to
the Effective Date), including, without limitation, the right to payment
of principal and interest and all other amounts payable under the Loan
Documents from and after the Effective Date.
Section 3. Assumption. For and in consideration of the assignment of
rights by the Assignors set forth in Section 2 and other consideration as
set forth herein, and effective as of the Effective Date, each of the
Assignees, severally but not jointly, does hereby purchase and accept the
applicable assigned rights described in Section 2 above, and assumes, and
covenants and agrees, for the benefit of the applicable Assignor, to
completely and timely perform, comply with and discharge, all of the
duties and liabilities and all of the obligations of the applicable
Assignor as a Bank under the Credit Agreement and each of the other Loan
Documents.
From and after the Effective Date, (i) each of the Assignors shall be
released and discharged from such Assignor's obligations, of any kind and
nature whatsoever, in respect of the Loan Documents, (ii) each of the
Assignees shall be entitled to all of the applicable Assignor's rights,
powers and privileges, as Banks, under the Loan Documents and (iii) each
of the Assignees shall be a "Bank" for all purposes under the Credit
Agreement and the other Loan Documents.
Section 4. Payments. In consideration of its purchase of the rights,
duties, liabilities and obligations as a Bank under the Loan Documents,
(i) the First Assignee shall pay to the account of the First Assignor the
amount set forth next to such Assignee's name on Schedule A attached
hereto (which amount represents the aggregate principal amount of the
Loans of the First Assignor outstanding on the Effective Date prior to
giving effect to the payment of such amount by the First Assignee on such
date), and (ii) the Second Assignee shall pay to the account of the Second
Assignor the amount set forth next to such Assignee's name on Schedule B
attached hereto (which amount represents the aggregate principal amount of
the Loans of the Second Assignor outstanding on the Effective Date prior
to giving effect to the payment of such amount by the Second Assignee on
such date) (each of the amounts described in sub-clauses (i) and (ii)
above shall be referred to herein as the "Purchase Price"), in accordance
with the administrative information set forth on Schedule A or B, as
applicable, attached hereto.
Section 5. Representations and Warranties of the Assignors. (a) The
First Assignor represents and warrants that, as of the Effective Date (but
prior to giving effect to the payment by the First Assignee of the
Purchase Price as described in Section 4), the aggregate principal balance
of its Loans outstanding under the Credit Agreement is Two Million Five
Hundred Thousand Dollars ($2,500,000.00).
(b) The Second Assignor represents and warrants that, as of the
Effective Date (but prior to giving effect to the payment by the Second
Assignee of the Purchase Price as described in Section 4), the aggregate
principal balance of its Loans outstanding under the Credit Agreement is
Two Million Five Hundred Thousand Dollars ($2,500,000.00).
(c) Each of the Assignors (i) makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with the Credit Agreement or any
other Loan Document or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Credit Agreement, the other Loan
Documents or any other instrument or document furnished pursuant thereto,
other than that it is the legal and beneficial owner of the interest being
assigned by it hereunder and that such interest is free and clear of any
adverse claim; and (ii) makes no representation or warranty and assumes no
responsibility with respect to the financial condition of the Borrower or
the performance or observance by the Borrower of any of its obligations
under the Credit Agreement or any other Loan Document or other instrument
or document furnished pursuant thereto.
Section 6. Representations and Warranties of the Assignees. Each of the
Assignees (i) represents and warrants that it is legally authorized to
enter into this Assignment and Assumption Agreement; (ii) confirms that it
has received a copy of the Credit Agreement and each of the other Loan
Documents, together with such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter
into this Assignment and Assumption Agreement; (iii) agrees that it will,
independently and without reliance upon either of the Assignors and based
on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking
action under the Credit Agreement or any other Loan Document; and (iv)
agrees that it will perform in accordance with their terms all the
obligations which by the terms of the Credit Agreement and the other Loan
Documents are required to be performed by it as a Bank.
Section 7. Conditions Precedent. The obligations of each Assignor and
each Assignee hereunder are subject to receipt by each Assignor of payment
in full of the applicable Purchase Price. The assignment and assumption
provided for herein shall become effective immediately upon each
Assignor's receipt of (i) a fully executed copy of this Assignment and
Assumption Agreement and (11) payment in full of the applicable Purchase
Price (the "Effective Date").
Section 8. Governing Law. The rights and obligations of the parties to
this Assignment and Assumption Agreement shall, pursuant to New York
General Obligations Law Section 51401, be governed by, and construed in
accordance with, the laws of the State of New York.
Section 9. Counterparts. This Assignment and Assumption Agreement may be
executed in any number of counterparts, each of which shall be identical
and all of which, taken together, shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute this Assignment and Assumption Agreement as of the day
first above written.
BANKBOSTON, N.A., as Assignor
By:
Name: Xxxxxxx Xxxx
Title: Managing Director
SWISS BANK CORPORATION,
as Assignor
By:
Name:
Title:
By:
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, as Assignee
By:
Name:
Title:
FLEET NATIONAL BANK, as Assignee
By:
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute this Assignment and Assumption Agreement as of the day
first above written.
BANKBOSTON, N.A., as Assignor
By:
Name:
Title:
SWISS BANK CORPORATION,
as Assignor
By:
Name: Xxxxxx X. Xxxxxxx
Title: Associate Director
Banking Finance Support, N.A.
By:
Name: Xxxxxxx X. XxXxxxxx
Title: Associate Director
Banking Finance
Support, N.A.
STATE STREET BANK AND TRUST
COMPANY, as Assignee
By:
Name:
Title:
FLEET NATIONAL BANK, as Assignee
By:
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute this Assignment and Assumption Agreement as of the day
first above written.
BANKBOSTON, N.A., as Assignor
By:
Name:
Title:
SWISS BANK CORPORATION,
as Assignor
By:
Name:
Title:
By:
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, as Assignee
By:
Name: C. Xxxxxxxx Xxxxx
Title: Loan Officer
FLEET NATIONAL BANK, as Assignee
By:
Name:
Title:
IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute this Assignment and Assumption Agreement as of the day
first above written.
BANKBOSTON, N.A., as Assignor
By:
Name:
Title:
SWISS BANK CORPORATION,
as Assignor
By:
Name:
Title:
By:
Name:
Title:
STATE STREET BANK AND TRUST
COMPANY, as Assignee
By:
Name:
Title:
FLEET NATIONAL BANK, as Assignee
By:
Name: Xxxxxx X. Xxxx
Title: Vice President
THE BANK OF NEW YORK, as Agent
By:
Name: Xxxx X. Xxxx
Title: Vice President
YANKEE GAS SERVICES COMPANY
By:
Name:
Title:
THE BANK OF NEW YORK, as Agent
By:
Name:
Title:
YANKEE GAS SERVICES COMPANY
By:
Name: Xxxxx X. Xxxxxxx
Title: Treasurer
Schedule A
I. Amount of Commitment Being Assigned by First Assignor to First Assignee:
$10,000,000 (assigned to State Street Bank and Trust Company)
Il. Aggregate Principal Amount of First Assignor's Loans Outstanding:
$2,500,000 (payable by State Street Bank and Trust Company)
III. Administrative Information of First Assignor:
BankBoston, N.A.
ABA No. 0 11-000-390
GL No. 000-00-000
Schedule B
I. Amount of Commitment Being Assigned by Second Assignor to Second
Assignee:
$10,000,000 (assigned to Fleet National Bank)
II. Aggregate Principal Amount of Second Assignor's Loans Outstanding:
$2,500,000 (payable by Fleet National Bank)
III. Administrative Information of Second Assignor:
Swiss Bank Corporation
ABA No. 026-00-7993
GL No.101-WA-860050524
