Amendment Agreement to the Credit Agreement



 Exhibit 10.1 
 FINAL EXECUTION VERSION 
 SECOND AMENDMENT AGREEMENT 
 This Second Amendment Agreement (this “Agreement” or the “Second Amendment”)
is entered into as of the 16th day of March, 2009 by and among UNITIL CORPORATION, a New Hampshire corporation (the “Borrower”), each
lender whose name appears on the signature page hereof (collectively the “Lenders” and each individually a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent and a Lender. 
 W I T N E S S E T H 
 WHEREAS, the Lenders
and the Borrower entered into a certain Credit Agreement dated as of November 26, 2008 (the “Credit Agreement”), establishing a line of credit in favor of the Borrower in the principal amount of up to Sixty Million Dollars
($60,000,000) (capitalized terms not defined herein shall have the meanings as set forth in the Credit Agreement); and 
 WHEREAS, the
Borrower and the Lenders amended the Credit Agreement and Loan Documents on January 2, 2009 to, among other things, (i) increase the amount of the Aggregate Commitments to $60,000,000; (ii) amend certain fee provisions; and
(iii) amend the Loan Documents in certain other respects; and 
 WHEREAS, the Borrower and the Lenders have agreed to further amend the
Credit Agreement and Loan Documents to (i) increase the amount of the Aggregate Commitments to $80,000,000; (ii) change the Applicable Percentages of each Lender; (iii) amend the Applicable Margin; and (iv) amend certain fee
provisions. 
 NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements therein contained, the receipt and
adequacy of which are hereby acknowledged, the parties covenant, stipulate and agree as follows: 
 1. Representations and Warranties of
the Borrower. As of the Amendment Date, the Borrower represents and warrants to the Lenders as follows: 
 (A) The representations and
warranties of the Borrower made in the Loan Documents are true and accurate and are hereby reaffirmed as of the date hereof, subject to such materiality qualifiers as may be included in such representations and warranties, and save for
representations and warranties made as of a specified date, which were true and correct as of such date. 
 (B) There is no unremedied Event
of Default. 
 (C) This Agreement will constitute a valid and legally binding obligation of the Borrower, enforceable in accordance with its
terms. 







 2. Amendments to Credit Agreement. Effective as of the Amendment Date, the Credit Agreement shall
be amended as follows: 
 (A) The defined term “Aggregate Commitments” in Section 1.01 shall be deleted in its entirety and
replaced with the following: 
 “Aggregate Commitments” means the aggregate Commitments of all Lenders which shall:
(a) from the Amendment Date until May 31, 2009, equal $80,000,000, unless earlier reduced by the Borrower in accordance with Section 2.06 and (b) beginning on June 1, 2009, equal $60,000,000, unless earlier reduced by the
Borrower in accordance with Section 2.06.” 
 (B) The defined term “Applicable Percentage” in Section 1.01 shall be
deleted in its entirety and replaced with the following: 
 “Applicable Percentage” means, at any time, with respect to any
Lender, the percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the Commitment of each Lender to make Loans and the obligation of each have been terminated
pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most recently in effect, without giving effect to
any subsequent assignments. The Applicable Percentage of each Lender as of the Amendment Date is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a
party hereto, as applicable.” 
 (C) The defined term “Applicable Margin” in Section 1.01 shall be deleted in its
entirety and replaced with the following: 
 “Applicable Margin” means, with respect to Eurodollar Rate Loans and Floating
Rate Loans, a per annum rate equal to: 
 (a) until such time as the Borrower has received the Equity Injection: (i) from the Amendment
Date to March 31, 2009, 3.5%; (ii) from April 1, 2009 to June 30, 2009, 4%; and (iii) from July 1, 2009 until the Maturity Date, 4.5%; or 
 (b) if the Equity Injection is received by the Borrower before June 1, 2009, and the Aggregate Commitments have not been reduced to $60,000,000 by the Borrower in accordance with Section 2.06, then from the
date of the Equity Injection until June 1, 2009, 2.5%; or 
 (c) if the Equity Injection is received by the Borrower (i) before
June 1, 2009 and the Aggregate Commitments have been reduced to $60,000,000 by the Borrower in accordance with Section 2.06, or (ii) after June 1, 2009, then from the date of the Equity Injection until the Maturity Date,
1.75%.” 
  

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 (D) The existing Section 2.01 shall be deleted in its entirety and replaced with the following:

 “2.01 Committed Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each
such loan, a “Committed Loan”) to Borrower from time to time, on any Business Day during the Availability Period, in an amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, that
after giving effect to any Committed Borrowing, (i) the Total Outstanding shall not exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, shall not exceed such Lender’s
Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, Borrower may borrow under this Section 2.01, prepay under Section 2.05, and reborrow under this
Section 2.01. Committed Loans shall be Floating Rate Loans or Eurodollar Rate Loans, as further provided herein.” 
 (E) The
existing Section 2.09(c) shall be deleted in its entirety and replaced with the following: 
 “(c) Lenders’ Upfront Fee.
Borrower shall pay to Agent, for the account of each Lender in accordance with their respective Applicable Percentages (i) on the Amendment Date, an upfront fee in an amount equal to fifty (50) basis points of the $20,000,000 increase in
the Aggregate Commitment from $60,000,000 to $80,000,000 pursuant to the Second Amendment and (ii) a per annum fee equal to thirty (30) basis points of the unused portion of the $80,000,000 Aggregate Commitment, payable quarterly in
arrears. If the Equity Injection has not been received between November 26, 2008 and March 31, 2009, an additional 50 basis points times the full $60,000,000 Aggregate Commitment shall be due and payable on April 1, 2009. Such upfront
fees are for the credit facilities committed by Lenders under this Agreement and are fully earned on the date paid. The upfront fee paid to each Lender is solely for its own account and is not refundable for any reason whatsoever.” 

 

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 (F) Schedule 2.01 is hereby deleted in its entirety and replaced with the following: 
 COMMITMENTS 
 AND Applicable Percentages

 (Amendment Date – May 31, 2009*) 
  

							
	 Lender
	  	Commitment	  	Applicable
Percentage	 
	 Bank of America, N.A.
	  	$	28,000,000	  	35.000000000	%
	 RBS Citizens, N.A.
	  	$	27,000,000	  	33.750000000	%
	 TD Bank, N.A.
	  	$	25,000,000	  	31.250000000	%
	 Total
	  	$	80,000,000	  	100.000000000	%

  

	*	Unless the amount of such Commitments is reduced from $80,000,000 to $60,000,000 by the Borrower in accordance with Section 2.06. 

 COMMITMENTS 
 AND Applicable Percentages

 (June 1, 2009 – Maturity Date) 
  

							
	 Lender
	  	Commitment	  	Applicable
Percentage	 
	 Bank of America, N.A.
	  	$	23,000,000	  	38.333333333	%
	 RBS Citizens, N.A.
	  	$	22,000,000	  	36.666666667	%
	 TD Bank, N.A.
	  	$	15,000,000	  	25.000000000	%
	 Total
	  	$	60,000,000	  	100.000000000	%

 (G) All terms and conditions of the Credit Agreement, as amended hereby, are hereby ratified and
confirmed. 
 3. Conditions Precedent. This Agreement shall become effective on the date (such date, the “Amendment Date”)
on which the following conditions precedent are satisfied: 
 (A) The Borrower shall execute and deliver this Agreement to the Lenders.

 (B) The Agent shall have received payment of the upfront fees then due from the Borrower under Section 2.09(c) of the Credit
Agreement. 
  

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 5. Loan Documents. This Agreement shall be included in the definition of “the Loan
Documents” in the Credit Agreement. 
 6. Future References. All references to the Loan Documents shall hereinafter refer to such
documents as amended by this Agreement. 
 7. Continuing Effect. The provisions of the Credit Agreement, as modified herein, shall
remain in full force and effect in accordance with their terms and are hereby ratified and confirmed. 
 8. General. 
 (A) The Borrower shall execute and deliver such additional documents and do such other acts as the Lenders may reasonably require to implement the intent
of this Agreement fully. 
 (B) The Borrower shall pay all costs and expenses, including, but not limited to, attorneys’ fees incurred
by the Lenders in connection with this Agreement. 
 (C) This Agreement may be executed in several counterparts by the parties hereto, each
of which shall be deemed an original but all of which together shall constitute one and the same Agreement. 
 [Signature Page Follows]

  

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 IN WITNESS WHEREOF, the parties have executed this agreement by their duly authorized parties as of the
date set forth above. 
  

			
	UNITIL CORPORATION, as Borrower
		
	By:	 	 /s/ Robert G. Schoenberger

	Name:	 	Robert G. Schoenberger
	Title:	 	Chairman, Chief Executive Officer and President
		
	By:	 	 /s/ Mark H. Collin

	Name:	 	Mark H. Collin
	Title:	 	Senior Vice President, Chief Financial Officer and Treasurer
	
	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Kenneth R. Sheldon

	Name:	 	Kenneth R. Sheldon
	Title:	 	Senior Vice President
	
	BANK OF AMERICA, N.A., as a Lender
		
	By:	 	 /s/ Kenneth R. Sheldon

	Name:	 	Kenneth R. Sheldon
	Title:	 	Senior Vice President
	
	RBS CITIZENS, N.A., as a Lender
		
	By:	 	 /s/ Jeanne A. Hulit

	Name:	 	Jeanne A. Hulit
	Title:	 	Senior Vice President
	
	TD BANK, N.A., as a Lender
		
	By:	 	 /s/ David A. Canedy

	Name:	 	David A. Canedy
	Title:	 	Vice President









 STATE OF NEW HAMPSHIRE 
 COUNTY OF ROCKINGHAM 
 The foregoing instrument was acknowledged before me this 16th day of March, 2009, by Robert G. Schoenberger,
Chairman, Chief Executive Officer and President of UNITIL CORPORATION, a New Hampshire corporation, on behalf of the same. 
  

	
	 /s/ Sandra L. Whitney

	Notary Public
	My Commission Expires: March 9, 2010
	Notary Seal


 STATE OF NEW HAMPSHIRE 
 COUNTY OF ROCKINGHAM 
 The foregoing instrument was acknowledged before me this 16th day of March, 2009, by Mark H. Collin, Senior
Vice President, Chief Financial Officer and Treasurer of UNITIL CORPORATION, a New Hampshire corporation, on behalf of the same. 
  

	
	 /s/ Sandra L. Whitney

	Notary Public
	My Commission Expires: March 9, 2010
	Notary Seal


 STATE OF NEW HAMPSHIRE 
 COUNTY OF HILLSBOROUGH 
 The foregoing instrument was acknowledged before me this 12th day of March, 2009, by Kenneth R. Sheldon,
duly authorized Senior Vice President of BANK OF AMERICA, N.A., as Administrative Agent and a Lender, a national bank organized under the laws of the United States, on behalf of the same. 
  

	
	 /s/ Paula Belanger

	Notary Public
	My Commission Expires: May 17, 2011
	Notary Seal









 STATE OF NEW HAMPSHIRE 
 COUNTY OF HILLSBOROUGH 
 The foregoing instrument was acknowledged before me this 12th day of March, 2009, by Jeanne A. Hulit, duly
authorized Senior Vice President of RBS CITIZENS, N.A., as a Lender, a national bank organized under the laws of the United States, on behalf of the same. 
  

	
	 /s/ Hilary Laramore-Jones

	Notary Public
	My Commission Expires: April 23, 2015
	Notary Seal


 STATE OF NEW HAMPSHIRE 
 COUNTY OF HILLSBOROUGH 
 The foregoing instrument was acknowledged before me this 12th day of March, 2009, by David A. Canedy, duly
authorized Vice President of TD BANK, N.A., as a Lender, a national bank organized under the laws of the United States, on behalf of the same. 
  

	
	 /s/ Noreen E. Poisson

	Notary Public
	My Commission Expires: August 22, 2012
	Notary Seal