Ex10-155

FLEET (Logo)
National Utilities Department



Fleet Bank



Mail Stop: MA OF D071

One Federal Street

Boston, MA 02110

617-346-0364

Fax 617-346-0580

 

















February 14 2000

Mr. James P. Bolduc

Chief Financial Officer

CONNECTICUT NATURAL GAS 

100 Columbus Boulevard

Hartford, CT 06144

Dear Jim:

I am pleased to inform you that Fleet National Bank (Fleet) has approved a
Line of Credit for $15,000,000.00 to Connecticut Natural Gas under the following
terms and conditions:

Borrower:Connecticut Natural Gas 

Maximum

Amount:$15,000,000.00 (Fifteen million U.S. Dollars).

Availability: From March 1, 2000 through September 30, 2000,
availability will be $10,000,000.00 (Ten million U.S. Dollars)
and from October 1, 2000 through maturity, availability will be
increased to $15,000,000.00 (Fifteen million U.S.
Dollars).

Facility:Line of Credit

Purpose:Short term and seasonal working capital

Maturity:February 9, 2001

Interest:Prime rate as posted by Fleet from time to time or at
a money market rate to be agreed upon at the time of each
borrowing.

Fee:The facility will be compensated by a fee equal to
1/5 of 1% per annum on the total available
commitment payable quarterly in arrears; and a processing fee of
$1,500.00 payable at closing.

Availability:The availability of this facility is predicated upon
normal banking conditions, and the absence of events that would
materially and adversely affect Connecticut Natural Gas.

Financial1) Annual audited statements and Form 10K within 90 days of
year Statement end.

Requirements:2) Quarterly review/direct financial statements and Form
10Q  within 60 days of quarter end.

The terms and conditions contained herein supersede all prior dealing
regarding this transaction, if any. If the above terms and conditions meet with
your approval, kindly indicate your acceptance by signing in the appropriate
space below and returning this letter along with the enclosed Promissory Note to
me by February 19, 2000.

Sincerely,

S/ Suresh Chivukula

Fleet National Bank 

 

 

 

 

 

 

Witness:   S/
Andrew H. Johnson        
      Accepted By:

             
             
              
             
        Connecticut Natural Gas




             
             
             
              
        _____________2-15-00___
 ____
           
              
              
              
             
           Date



             
             
             
              
        _____S/_James P. 
Bolduc_________

             
             
              
             
          Name of 
Authorized Signatory

 

PROMISSORY NOTE

$15,000,000.00February 14, 2000

FOR VALUE RECEIVED, Connecticut Natural Gas Corporation (the
"Borrower") hereby promises to pay to the order of Fleet National Bank (the
"Bank") at One Federal Street, Boston, Massachusetts 02211 or at such other
address as the holder hereof may designate, the principal sum of FIFTEEN
MILLION DOLLARS ($15,000,000), or, if less, the aggregate unpaid
principal amount of all advances made by the Bank to the Borrower under the
terms hereinafter set forth, in lawful money of the United States and to pay
interest on each advance as set forth below and to pay all taxes levied or
assessed upon said principal sum against any holder of this Note and all costs,
including attorneys' fees and costs relating to the appraisal and/or valuation
of assets, incurred in the collection, defense, preservation, administration,
enforcement or protection of this Note.

This note has been executed and delivered subject to the following terms
and conditions:

(1) ADVANCES. The Bank agrees, upon the terms and conditions hereof, to
make advances from time to time to the Borrower on any business day during the
period from the date hereof and including February 9, 2001 (the
"Termination Date") in an aggregate principal amount at any one time outstanding
not to exceed FIFTEEN MILLION DOLLARS ($15,000,000). From March 1,
2000 through September 30, 2000, availability will be TEN MILLION
($10,000,000) and from October 1, 2000 through maturity availability will
be increased to FIFTEEN MILLION DOLLARS ($15,000,000).
Subject to the terms and conditions of this Note, the Borrower may borrow,
repay, and, to the extent permitted hereunder, prepay advances and reborrow at
any time and from time to time prior to the Termination Date. If any advance is
made, the Bank may, at its option, record on the books and records of the Bank
or endorse on Schedule 1 hereto, an appropriate notation evidencing any advance,
the interest rate applicable to such advance, the maturity date of such advance,
each repayment on account of the principal thereof, and the amount of interest
paid; and the Borrower authorizes the Bank to maintain such records or make such
notations and agrees that the amount shown on the books and records or on said
Schedule 1, as applicable, as outstanding from time to time shall constitute the
amount owing to the Bank pursuant to this Note, absent manifest error. In the
event the amount shown on Schedule 1 conflicts with the amount noted as due
pursuant to the books and records of the Bank, the books and records of the Bank
shall control the disposition of the conflict.

(2) REPAYMENT OF ADVANCES. The Borrower shall repay the aggregate unpaid
principal amount of all advances made by the Bank and outstanding hereunder as
follows: (a) in the case of a Base Rate Advance (defined below), on the
Termination Date and (b) in the case of a Fixed Rate Advance (defined below), on
the earlier of the maturity date as set forth on Schedule 1 hereto or the
Termination Date. The Bank is hereby authorized (but not required) to charge
principal and interest on this Note and all other amounts due hereunder to any
account of the Borrower when and as it becomes due.

(3) INTEREST RATE; ADDITIONAL CHARGES; FEE. (a) The Bank shall notify the
Borrower of the interest rate applicable to each advance. If an advance bears
interest at a variable per annum rate equal to the Base Rate ("Base Rate
Advance"), interest on such advance shall be payable when and as billed (but not
less than quarterly) and upon payment of such Base Rate Advance (whether on the
Termination Date, upon acceleration or otherwise). If an advance bears interest
at a per annum Fixed Rate ("Fixed Rate Advance"), interest on such advance will
be payable when and as billed (but not less than quarterly) and upon payment of
such Fixed Rate Advance (whether on the maturity date for such advance set forth
on Schedule 1, on the Termination Date, upon acceleration or otherwise). The
Bank is hereby authorized (but not required) to charge any of Borrower's
accounts at the Bank for interest payments on the due date therefor. On default
or after the maturity date of any advance (by acceleration or otherwise as
herein provided) and including the period after any judgment has been rendered
with respect thereto, the unpaid principal balance of such advance shall bear
interest at a rate which is two (2) percentage points per annum greater than the
Base Rate. As used herein, the term "Base Rate" shall mean the interest rate
announced by the Bank from time to time as its Base Rate. Changes in the rate of
interest resulting from changes in the Base Rate shall take place immediately
without notice or demand of any kind. Interest shall be calculated on the basis
of a 360-day year and actual days elapsed.

 

(b) If the Bank shall deem applicable to this Note, (including, in each
case, the borrowed and the unused portion thereof) any requirement of any law of
the United States of America, any regulation, order, interpretation, ruling,
official directive or guideline (whether or not having the force of law) of the
Board of Governors of the Federal Reserve System, the Comptroller of the
Currency, the Federal Deposit Insurance Corporation or any other board or
governmental or administrative agency of the United States of America which
shall impose, increase, modify or make applicable to this Note or cause this
Note to be included in, any reserve, special deposit, calculation used in the
computation of regulatory capital standards, assessment or other requirement
which imposes on the Bank any cost that is attributable to the maintenance
thereof, then, and in each such event, the Borrower shall promptly pay the Bank,
upon its demand, such amount as will compensate the Bank for any such cost which
determination may be based upon the Bank's reasonable allocation of the
aggregate of such costs resulting from such events. In the event any such cost
is a continuing cost, a fee payable to the Bank may be imposed upon the Borrower
periodically for so long as any such cost is deemed applicable to the Bank, in
an amount determined by the Bank to be necessary to compensate the Bank for any
such cost, which determination may be based upon the Bank's reasonable
allocation of the aggregate of such costs resulting from such events. The
determination by the Bank of the existence and amount of any such additional
costs shall, in the absence of manifest error, be conclusive.

(c) If, at any time, the rate of interest, together with all amounts
which constitute interest and which are reserved, charged or taken by Bank as
compensation for fees, services or expenses incidental to the making,
negotiating or collection of any advance evidenced hereby, shall be deemed by
any competent court of law, governmental agency or tribunal to exceed the
maximum rate of interest permitted to be charged by the Bank to the Borrower
under the laws of any applicable jurisdiction or the rules or regulations of any
appropriate regulatory authority or agency, then during such time as such rate
of interest would be deemed excessive, that portion of each sum paid
attributable to that portion of such interest rate that exceeds the maximum rate
of interest so permitted shall be deemed a voluntary prepayment of
principal.

(4) CONDITIONS TO LENDING. Each advance hereunder shall be subject to the
following conditions precedent: (a) no Event of Default (defined below), or no
event which, with the giving of notice or lapse of time or both, would
constitute an Event of Default, shall have occurred and be continuing; (b) any
and all representations and warranties made by the Borrower hereunder or under
any document, instrument, agreement or certificate executed in connection
herewith shall be true and correct as of the date of each advance, with any
request for any advance to be deemed a certification as to such truth and
correctness; and (c) there shall have been no material adverse change in the
assets, liabilities, financial condition or business of the Borrower since the
date of any financial statements delivered to the Bank before or after the date
hereof.

(5) LATE CHARGE. The Borrower hereby agrees to pay a "late charge" not to
exceed five (5) percent of any installment of principal, interest or other
amount due to the Bank which is not paid within fifteen (15) days of the due
date thereof to cover the extra expense involved in handling such delinquent
payment. The minimum late charge shall be $15.00.

(6) PREPAYMENTS; CHARGES. The Borrower may not prepay any Fixed Rate
Advance prior to the maturity date noted on Schedule 1 with respect to such
Fixed Rate Advance. The Borrower may prepay any Base Rate Advance at any time in
whole or in part without penalty or premium. If, at any time, the principal
amount of the advances outstanding hereunder exceeds $15,000,000, the
Borrower shall immediately prepay so much of the outstanding principal balance
hereof, together with accrued interest thereon, as shall be necessary in order
that the sum of the amounts, after giving effect to such prepayment, shall not
be in excess of $15,000,000. In the event that a prepayment of a Fixed
Rate Advance is permitted or required hereunder and such prepayment results in
any loss (including any lost profit), cost or expense to the Bank, the Bank
shall notify the Borrower of the amount thereof and the Borrower shall
immediately pay such amount to the Bank. All such prepayments shall be applied
first to the payment of all fees, costs, charges, additional charges and losses
incurred by or owed to the Bank hereunder, then to interest accrued to the date
of prepayment and the remainder to the principal balance.

 

 

(7) FINANCIAL STATEMENTS; NOTICE OF DEFAULT. The Borrower shall deliver
to the Bank (a) within sixty (60) days after close of each of the first three
quarters of each fiscal year of the Borrower, a balance sheet of the Borrower as
of the close of each quarter and statements of income and retained earnings for
that portion of the fiscal year-to-date then ended, prepared in conformity with
generally accepted accounting principles, applied on a basis consistent with
that of the preceding period or containing disclosure of the effect on financial
position or results of operations of any change in the application of generally
accepted accounting principles during the period, and certified by the president
or the chief financial officer of the Borrower as accurate, true and correct;
(b) within ninety (90) days after the close of each fiscal year of the Borrower,
financial statements including, a balance sheet as of the close of such fiscal
year and statements of income and retained earnings and cash flows for the year
then ended, prepared in conformity with generally accepted accounting
principles, applied on a basis consistent with that of the preceding year or
containing disclosure of the effect on financial position or results of
operations of any change in the application of accounting principles during the
year and accompanied by a report thereon, containing an opinion, unqualified as
to scope, of a firm of independent certified public accountants selected by the
Borrower and acceptable to the Bank; (c) from time to time, promptly upon the
Bank's written request, such other information about the financial condition and
operations of the Borrower as the Bank may, from time to time, reasonably
request; (d) promptly on becoming aware of any Event of Default (as herein
defined) the Borrower shall notify the Bank in writing and shall specify the
steps, if any, taken or to be taken to remedy such occurrence.

(8) LIEN AND SET-OFF. The Borrower hereby gives the Bank a lien and right
of set off for all of Borrower's liabilities and obligations upon and against
all the deposits, credits, collateral and property of the Borrower, now or
hereafter in the possession, custody, safekeeping or control of the Bank or any
entity under the control of Fleet Financial Group or in transit to any of them.
At any time, without demand or notice, the Bank may set off the same or any part
thereof and apply the same to any liability or obligation of the Borrower even
though unmatured.

(9) EVENTS OF DEFAULT. Each of the following shall constitute an "Event
of Default" hereunder: failure of Borrower to pay or perform any of its
liabilities or obligations to Bank (whether under this Note or otherwise and
whether now existing or hereafter arising) when due to be paid or performed;
default by the Borrower in the payment of any other indebtedness or obligation,
or if any such other indebtedness or obligation shall be accelerated, or if
there exists any event of default under any note, instrument, document or
agreement evidencing, governing or securing such other indebtedness or
obligation; any material adverse change in the assets, liabilities, financial
condition or business of Borrower; failure by Borrower to comply with the terms
of, or the occurrence of default under, this Note or any mortgage, guaranty,
loan or security agreement or other agreement or document which may now or
hereafter govern, evidence or secure this Note; any material loss, theft,
substantial damage or destruction of or to any collateral which may now or
hereafter secure this Note; sale or other disposition of or encumbrance on or
the making of any levy, seizure or attachment of any collateral which may now or
hereafter secure this Note or any other property of the Borrower; or
incompetency of, dissolution of, termination of the existence of, insolvency of,
business failure of, application for or appointment of a receiver, trustee,
conservator or liquidator of any part of the property of, assignment for the
benefit of creditors by, or the commencement of any proceeding (whether for the
purpose of liquidation or rehabilitation or otherwise) under any bankruptcy or
insolvency laws of, by or against Borrower.

(10) ACCELERATION. Upon the occurrence of any Event of Default hereunder
or if Bank shall in good faith believe that the prospect of payment or
performance is impaired, all advances outstanding hereunder, together with
accrued interest thereon, shall become immediately due and payable, at the
option of the Bank, without notice or demand, each of which is expressly waived
by the Borrower, and any obligation of the Bank to lend to the Borrower
hereunder shall automatically terminate.

 

 

 

 

 

 

(11) PREJUDGMENT REMEDY WAIVER. TO THE EXTEND PERMITTED BY ANY STATE OR
FEDERAL LAW, BORROWER AND EACH GUARANTOR HEREBY WAIVE THE RIGHT ANY OF THEM MAY
HAVE TO PRIOR NOTICE OF AND A HEARING ON THE RIGHT OF ANY HOLDER OF THIS NOTE TO
A PREJUDGMENT REMEDY, WHICH REMEDY ENABLES SAID HOLDER BY WAY OF ATTACHMENT,
FOREIGN ATTACHMENT, GARNISHMENT OR REPLEVIN TO DEPRIVE BORROWER OR ANY GUARANTOR
OF, OR AFFECT THE USE, POSSESSION OR ENJOYMENT BY BORROWER OR ANY GUARANTOR OF,
ANY OF THEIR PROPERTY AT ANY TIME PRIOR TO JUDGMENT IN ANY LITIGATION INSTITUTED
IN CONNECTION WITH THIS NOTE.

(12) WAIVER OF TRIAL BY JURY. THE BANK, BORROWER IRREVOCABLY WAIVE ALL
RIGHTS TO A TRIAL BY JURY IN ANY PROCEEDING HEREAFTER INSTITUTED BY OR AGAINST
BORROWER IN RESPECT OF THIS NOTE OR ARISING OUT OF ANY OTHER DOCUMENT,
INSTRUMENT OR AGREEMENT EVIDENCING, GOVERNING OR SECURING THIS NOTE.

(13) WAIVERS, BINDING EFFECT, ETC.
(a)This Note shall be the obligation of Borrower and each
provision of this Note shall apply to each and all jointly and severally and to
the property and liabilities.

(b)Borrower waives presentment, demand, notice, protest, notice
of acceptance of this Note, notice of loans made, credit extended, or other
action taken in reliance hereon. With respect to its liabilities, Borrower
assents to any extension or postponement of the time of payment or any other
indulgence, to the addition or release of any party or person primarily or
secondarily liable, to the acceptance of partial payments thereon and the
settlement, compromising or adjusting of any thereof, all in such manner and at
such time or times as the Bank may deem advisable.

(c)The Bank shall not be deemed to have waived any of its rights
unless such waiver be in writing and signed by the Bank. This Note contains the
final, complete and exclusive statement of the terms governing this transaction.
No delay or omission on the part of the Bank in exercising any right shall
operate as a waiver of such right or any other right. A waiver on any one
occasion shall not be construed as a bar to or waiver of any right on any future
occasion. All rights and remedies of the Bank hereunder or under any applicable
statute shall be cumulative and may be exercised singularly or concurrently.

(d)The provisions of this Note shall bind the successors and
assigns of the Borrower and shall inure to the benefit of the Bank, its
successors and assigns.

(e)This Note shall be governed and construed under the laws of
the State of Massachusetts.

(f)If any provision of this Note shall to any extent be held
invalid or unenforceable, the remainder of this Note shall not be affected
thereby.




(14) ACKNOWLEDGMENT OF BORROWER. Borrower acknowledges receipt of a copy
of this Note, and attests that each advance is to be used for general commercial
purposes and that no part of such proceeds will be used, in whole or in part,
for the purpose of purchasing or carrying any "margin stock" as such term is
defined in Regulation U of the Board of Governors of the Federal Reserve
System.

 

 

 

 

 

 

(15) GOVERNMENT APPROVALS. The Borrower hereby represents and warrants
that it has obtained all approvals, consents and authorizations, if any,
required to be obtained from federal, state or local governmental authorities or
regulatory bodies in connection with the execution, delivery and performance of
this Note and the borrowings hereunder.

IN WITNESS WHEREOF, the Borrower has caused this Note to be duly executed
as a sealed instrument.









WITNESS:            
             
             
              
           CONNECTICUT
 NATURAL GAS CORPORATION





    S/ Andrew H. Johnson   
             
             
           By: 
  S/ James P. Bolduc      
             
              
             
   

             
             
              
             
             
              
         Name:  James
 P. Bolduc

             
             
             
              
             
             
          Its:  
Executive Vice President and Chief Financial Officer

 

 

 

 

 

SCHEDULE 1

 

 

 

   Interest RateAmount of
PrincipalAmount of

 Amount of(Indicate Rate, if  
Maturity DatePrincipal Balance Interest

Advance MadeFixed or Base Rate,(Fixed 
Rate, Give PrepaidRemainingPaid This  
Notation

Date  This Date   
   If Variable)      
  Date Due)   This Date
  Unpaid     Date  
   Made  By

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances and payments of principal and interest pursuant to
a

Promissory Note between Connecticut Natural Gas Corporation
and

Fleet National Bank.