<PAGE> 1
File No. 70-7903
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form U-1
Post Effective Amendment No. 6
DECLARATION
UNDER
THE PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
THE COLUMBIA GAS SYSTEM, INC.
20 Montchanin Road
Wilmington, Delaware 19807
- --------------------------------------------------------------------------------
(Name of Company of Companies Filing This Statement
and Addresses of the Principal Executive Offices)
THE COLUMBIA GAS SYSTEM, INC.
- --------------------------------------------------------------------------------
(Name of Top Registered Holding Company Parent of
Each Applicant or Declarant)
L. J. BAINTER, TREASURER
The Columbia Gas System, Inc.
20 Montchanin Road
Wilmington, Delaware 19807
- --------------------------------------------------------------------------------
(Name and Address of Principal Agent for Service)
<PAGE> 2
PAGE 2
The Declaration as amended is hereby further amended
by adding the following exhibits:
(a) Exhibits
D-3 Order of the Bankruptcy Court for the
District of Delaware
F-2 Opinion of Counsel
<PAGE> 3
PAGE 3
SIGNATURE
Pursuant to the requirements of the Public Utility
Holding Company Act of 1935, the undersigned has duly caused this statement to
be signed on its behalf by the undersigned thereunto duly authorized.
THE COLUMBIA GAS SYSTEM, INC.
Dated: September 1, 1994 By: /s/ L. J. BAINTER
------------------- ---------------------------
L. J. Bainter, Treasurer
<PAGE> 4
EXHIBIT INDEX
(a) Exhibits
D-3 Order of Bankruptcy Court for the District
of Delaware
F-2 Opinion of Counsel
<PAGE> 1
EXHIBIT D-3
IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re ) Chapter 11
)
THE COLUMBIA GAS SYSTEM, INC. and ) Case Nos. 91-803
COLUMBIA GAS TRANSMISSION CORPORATION ) 91-804
Debtors, )
FINAL ORDER AUTHORIZING THE COLUMBIA GAS
SYSTEM, INC. TO AMEND SECURED REVOLVING CREDIT
AGREEMENT AND SECURITY AGREEMENT
Upon the motion (the "Motion") of The Columbia Gas System,
Inc. (the "Debtor"), dated July , 1994, for authority, pursuant to Section
364(c) of the Bankruptcy Code and Bankruptcy Rule 4001(c), inter alia, (i) to
enter into the Amended and Restated Secured Revolving Credit Agreement, between
the Debtor and Chemical Bank ("Chemical"), a copy of which, in substantially
final form, is annexed to the Motion as Exhibit A (the "Restated Agreement"),
which Restated Agreement amends and restates the Secured Revolving Credit
Agreement, dated as of September 23, 1991 (as amended, the "Original
Agreement"), entered into by and among the Debtor, the banks party thereto (the
"Banks") and Chemical, as a Bank and as agent for the Banks, and approved by
this Court pursuant to Section 364(c) of the Bankruptcy Code and Bankruptcy
Rule 4001(c), by eliminating the commitments of all Banks other than Chemical
and by providing for a letter of credit facility as more fully described below;
(ii) to enter into the Amended and Restated Security Agreement between the
Debtor and Chemical, a copy of which, in substantially final form, is
<PAGE> 2
2
annexed to the Restated Agreement Exhibit A (the "Restated Security
Agreement"), which Restated Security Agreement (a) amends and restates the
Security Agreement, dated as of September 23, 1991 (as amended, the "Original
Security Agreement"), entered into by and between the Debtor and Chemical, as
agent for the Banks, and approved by this Court pursuant to Section 364(c) of
the Bankruptcy Code and Bankruptcy Rule 4001(c), (b) releases certain liens
granted under the Original Security Agreement and (c) grants to Chemical a
security interest in and lien upon certain cash and cash equivalents to be
deposited in a cash collateral account pursuant to the Restated Security
Agreement; (iii) to grant to Chemical a first priority security interest in the
collateral securing the reimbursement obligations and other obligations of the
Debtor under the Restated Agreement; and (iv) to grant to Chemical
superpriority administrative claim status in connection with the reimbursement
obligations and other obligations of the Debtor under the Restated Agreement,
subject to the Superpriority Exceptions (as defined below); and upon due and
sufficient notice of the Motion having been given as set forth in the Motion,
and upon all of the pleadings filed with this Court and all of the proceedings
had before this Court, and this Court having found sufficient cause therefor;
and it further appearing that:
A. On July 31, 1991, the Debtor and its subsidiary,
Columbia Gas Transmission Corporation ("TCO"), each filed a voluntary petition
for reorganization under Chapter 11 of the Bankruptcy Code and each was
authorized to operate its respective
<PAGE> 3
3
businesses and manage its respective properties pursuant to Sections
1107 and 1108 of the Bankruptcy Code.
B. On September 10, 1991, this Court entered its Final
Order approving the making of loans and the issuance of letters of credit to
the Debtor pursuant to the Original Agreement.
C. On August 13, 1991, and pursuant to the requirements
of the Public Utility Holding Company Act ("PUHCA"), the Debtor sought an order
of the Securities and Exchange Commission (the "SEC") approving the borrowings
contemplated by the Agreement. On September 20, 1991, the SEC issued its order
approving the borrowings.
D. On December 9, 1991, this Court entered its Final
Order approving the First Amendment, dated as of October 21, 1991, to the
Original Agreement, pursuant to which the Original Agreement was amended to
permit the Debtor to maintain a system of depository accounts with a
concentration bank to provide overdraft protection from time to time.
E. A Second Amendment, dated as of December 11, 1991, to
the Original Agreement, as theretofore amended, was made by the Debtor, the
Banks and Chemical, which permitted the issuance of Letters of Credit
thereunder in support of obligations of the Debtor's subsidiaries (other than
TCO). No change in the security interests or liens of the Banks was made in
connection with the Second Amendment to the Original Agreement.
F. A Third Amendment, dated as of June 15, 1992, to the
Original Agreement, as theretofore amended, was made by the
<PAGE> 4
4
Debtor, the Banks and Chemical, which made changes to certain negative
covenants therein in connection with the proposed recapitalization of certain
subsidiaries of the Debtor. No change in the security interests or liens of
the Banks was made in connection with the Third Amendment to the Original
Agreement.
G. On ______________, 1993, this Court entered its Final
Order approving the Fourth Amendment to the Original Agreement and the First
Amendment to the Original Security Agreement, dated as of April 26, 1993 (the
"Fourth Amendment"), pursuant to which (i) the Maturity Date under the Original
Agreement was extended from September 23, 1993 to December 31, 1994, (ii) the
total commitment under the Agreement was reduced to $100 million (iii) the
effective cost of letters of credit were reduced by 1/2 of 1% per annum, (iv)
certain fees were paid to Chemical and the Banks, (v) the Original Security
Agreement was amended to grant security interests in the stock of Columbia LNG
Corporation and (vi) certain other amendments to the Original Agreement and the
Original Security Agreement, as set forth in the Fourth Amendment, were
implemented.
H. On July 25, 1994, and pursuant to the requirements of
PUHCA, the Debtor filed a Declaration on Form U-1 seeking appropriate SEC
authorization for the Debtor to enter into the Restated Agreement and the
Restated Security Agreement. This application is currently pending, and public
notice thereof by the SEC is expected shortly.
I. The purpose of the Restated Agreement is to reduce
the commitment fees and letter of credit fees currently payable
<PAGE> 5
5
under the Original Agreement by eliminating the commitments of all Banks
thereunder other than Chemical, by providing that Chemical's commitment shall
be $25,000,000 and shall be available only for the issuance of irrevocable
standby letters of credit (the "Letters of Credit") and by making available to
the Debtor a cash-collateralized letter of credit facility as described below.
J. Under the Restated Agreement, Chemical will, upon
request of the Debtor and subject to the terms and conditions set forth in the
Restated Agreement, from time to time issue Letters of Credit for the account
of the Debtor or the joint and several accounts of the Debtor and its
subsidiaries (other than TCO). The aggregate face amount of Letters of Credit
issued under the Restated Agreement shall at no time exceed $25,000,000 (the
"Commitment") and the issuance of each Letter of Credit shall be conditioned
upon, among other things, the deposit by the Debtor of at least 105% of the
face amount of such Letter of Credit (the "Required Coverage Amount") in a cash
collateral account (the "Cash Collateral Account") established pursuant to the
Restated Security Agreement. Pursuant to the Restated Security Agreement, the
Debtor shall at all times be required to maintain cash and cash equivalents in
the Cash Collateral Account at least equal to the Required Coverage Amount for
all outstanding Letters of Credit. The Restated Agreement also provides that,
in the event that the deposit ratings of Chemical are downgraded by Standard &
Poor's Rating Group or Moody's Investors Service, Inc., below the level
indicated in the Restated Agreement, the Debtor shall have the right to
designate one or more alternative banks to issue any
<PAGE> 6
6
Letters of Credit during the time period in which Chemical's deposit ratings
are so downgraded (any such bank issuing a Letter of Credit under the Restated
Agreement, including Chemical, a "Fronting Bank"). The Restated Agreement
provides that immediately upon issuance of any such Letter of Credit by any
Fronting Bank other than Chemical, such Fronting Bank shall be deemed to have
sold and transferred 100% of such Fronting Bank's interest in such Letter of
Credit and all security with respect thereto to Chemical. The reimbursement
obligations and other obligations of the Debtor to Chemical and to any other
Fronting Banks under the Restated Agreement and the Restated Security Agreement
shall be secured by the grant to Chemical of a first priority, perfected
security interest in all funds on deposit in the Cash Collateral Account and
shall have superpriority administrative claim status having priority over any
and all administrative expenses of the Debtor, subject to the Superpriority
Exceptions (as defined below).
K. Unsecured letters of credit on reasonable terms are
unavailable to the Debtor in the ordinary course of its business or pursuant to
Section 364(a) or (b) of the Bankruptcy Code allowable as an administrative
expense under Section 503(b)(1) of the Bankruptcy Code.
L. The Restated Agreement will enable the Debtor to
continue to obtain, on the terms and conditions of the Restated Agreement,
standby letters of credit required from time to time in the operation of its
business while reducing the fees currently payable under the Original
Agreement. Accordingly, the
<PAGE> 7
7
relief requested herein is in the best interests of the Debtor, its
creditors and its estate.
M. Notice of the request in the Motion to amend and
restate the Original Agreement has been given to (i) the Office of the United
States Trustee; (ii) counsel to the Official Committees of Unsecured Creditors
of the Debtor and TCO; (iii) counsel to the Official Committee of Equity
Holders of the Debtor; (iv) counsel to the Official Committee of Customers of
TCO; (v) Chemical and its counsel; (vi) the Securities and Exchange Commission;
and (vii) each party who has filed a notice of appearance and a request for
notices in this proceeding.
NOW, THEREFORE, this Court finds that:
A. Unsecured letters of credit on reasonable terms are
unavailable to the Debtor under Section 503(b)(1) of the Bankruptcy Code
pursuant to Section 364(a) or (b) of the Bankruptcy Code.
B. The Restated Agreement will enable the Debtor to
obtain, subject to the terms and conditions of the Restated Agreement, standby
letters of credit required from time to time in the operation of its business
while reducing the fees currently payable under the Original Agreement.
Accordingly, the relief requested herein is in the best interests of the
Debtor, its creditors and its estate.
C. Sufficient and adequate notice of the relief
requested in the Motion has been given pursuant to Sections 102(1) and 364(c)
of the Bankruptcy Code and Bankruptcy Rules 2002 and 4001(c), and as described
in the Motion, and no further
<PAGE> 8
8
notice of or hearing on the relief sought in the Motion is required.
D. The arrangements contemplated by the Motion and
approved herein pursuant to which post-petition Letters of Credit will be
issued from time to time subject to the terms and conditions of the Restated
Agreement for the account of the Debtor or the joint and several account of the
Debtor and its subsidiaries (other than TCO) (i) have been negotiated in good
faith and at arm's length between the Debtor and Chemical and (ii) are entered
into by Chemical in good faith as required by, and within the meaning of,
Section 364(e) of the Bankruptcy Code.
ACCORDINGLY, IT IS HEREBY ORDERED, ADJUDGED AND DECREED THAT:
1. The Motion is granted in all respects subject to the
terms and conditions hereinafter set forth.
2. The Debtor is expressly authorized to request from
Chemical (or such other Fronting Banks as may from time to time be designated
in accordance with the terms of the Restated Agreement) the issuance from time
to time of Letters of Credit pursuant to the terms and conditions set forth in
the Restated Agreement and the Restated Security Agreement and to consummate
the transactions contemplated by the Restated Agreement and the Restated
Security Agreement.
3. (a) The Debtor is expressly authorized and empowered
to execute and deliver, among other documents, the Restated Agreement and the
Restated Security Agreement, and to comply with and perform all of the terms
and conditions contained
<PAGE> 9
9
therein, including, without limitation, the payment of all drawings under all
Letters of Credit, together with all fees and expenses incidental to such
drawings (collectively, the "Unpaid Drawings"), along with all interest on all
Unpaid Drawings, and all other fees and expenses payable to Chemical or any
other Fronting Bank in accordance with and subject to the terms and conditions
of the Restated Agreement, the Restated Security Agreement and this Order
(collectively, the "Governing Documents"). All obligations in respect of
Unpaid Drawings, interest, fees, costs, expenses, indebtedness, obligations and
liabilities of the Debtor to Chemical or any other Fronting Bank under the
Governing Documents are hereinafter referred to as the "Obligations".
(b) The Unpaid Drawings shall bear, and the
Debtor is authorized to pay, interest at a rate equivalent to Chemical's
Alternate Base Rate plus one percent (1%) per annum from the date on which such
amounts become payable until the third Business Day thereafter, and after such
third Business Day, three percent (3%) per annum.
(c) The Debtor is further authorized to (i) pay
to Chemical letter of credit fees equal to one percent (1%) per annum on the
aggregate face amount of all outstanding Letters of Credit, (ii) pay to
Chemical a commitment fee in the amount of one half of one percent (1/2%) per
annum on the daily average unused portion of the Commitment, (iii) pay to
Chemical, for the account of the applicable Fronting Bank, its fees for
issuance, processing, amendments and reissuance of Letters of Credit, (iv)
<PAGE> 10
10
pay to Chemical an amendment fee of one quarter of one percent (1/4%) on the
effective date of the Restated Agreement and (iv) promptly pay or reimburse
Chemical for all other fees, costs and expenses provided for in the Restated
Agreement and the Restated Security Agreement, including, without limitation,
reasonable attorney's fees and disbursements and other reasonable out-of-pocket
costs and expenses. The foregoing fees, costs and expenses shall be and are
included in the Obligations.
(d) Upon execution and delivery thereof by the
Debtor, the Agreement and the Restated Security Agreement shall constitute
valid and binding obligations of the Debtor, enforceable against the Debtor in
accordance with their terms.
4. As security for the reimbursement obligations of the
Debtor in respect of Letters of Credit, and all other monetary obligations of
the Debtor to Chemical or any Fronting Bank under the Restated Agreement and
the Security Agreement (collectively, the "Obligations"), Chemical shall have
and is hereby granted, pursuant to Section 364(c)(2) of the Bankruptcy Code, a
first priority, perfected lien on, and security interest in, the Cash
Collateral Account and all cash and cash equivalents at any time on deposit
therein or maintained pursuant to the Restated Security Agreement and all
proceeds of the foregoing (the foregoing property, collectively, the "Chemical
Collateral").
5. By entering into the financing arrangements
authorized herein, Chemical in no way obligates or commits itself
<PAGE> 11
11
to provide any financing other than on the conditions set forth in the Restated
Agreement and the Restated Security Agreement.
6. Without requiring further modification of the
automatic stay pursuant to Section 362 of the Bankruptcy Code, and subject to
paragraph 14 hereof, Chemical shall have all rights and remedies with respect
to the Debtor, the Obligations and the Chemical Collateral as are set forth in
this Order and the other Governing Documents.
7. The security interests and liens granted to Chemical
in the Chemical Collateral pursuant to the Governing Documents, upon execution
of documents, shall constitute valid and duly perfected security interests in,
and liens on, the Chemical Collateral. Such security interests and liens
granted to Chemical shall continue to be prior and senior to all liens,
security interests, and encumbrances of all other secured creditors in and on
such property. Chemical shall not be required to file or serve financing
statements, or other documents which may be required under federal or state
law, in any jurisdiction or take any action to validate or perfect the security
interests and liens granted to it under the Governing Documents. If, however,
Chemical, in its sole discretion, shall elect for any reason to file any such
financing statement or other document with respect to such security interests
and liens all such financing statements or similar documents shall be deemed to
have been filed or recorded at the time of, and on the date of commencement of,
the Debtor's Chapter 11 case.
<PAGE> 12
12
8. Without further notice to or action by this Court or
any other person or entity other than Chemical, the Debtor is authorized to
perform all acts, and execute and comply with the terms of such other
documents, instruments and agreements in addition to the Restated Agreement and
the Restated Security Agreement as Chemical may require consistently with this
Order, as evidence of and for the protection of the Obligations and the
Chemical Collateral or which may be otherwise deemed necessary by Chemical to
effectuate the terms and conditions of this Order and the other Governing
Documents.
9. Without further notice to or action by this Court or
any other person or entity other than Chemical, the Debtor is expressly
authorized and empowered to execute and deliver from time to time, in its
discretion, such documents as are permitted to be delivered pursuant to the
terms of the Restated Agreement in order to extend the "Maturity Date" under
the Agreement beyond December 31, 1995.
10. In accordance with Section 364(c) of the Bankruptcy
Code, the Obligations shall have priority over any and all other obligations of
the Debtor now in existence or hereafter incurred by the Debtor, and over all
administrative expenses of the kind specified or ordered pursuant to any
provisions of the Bankruptcy Code, including, but not limited to, Sections 105,
326, 328, 503(b), 506(c), 507(a), 507(b) and 726, and shall at all times be
senior to the rights of the Debtor, and any successor trustee or any creditor,
in this or any subsequent proceedings under the Bankruptcy Code. No cost or
expense of
<PAGE> 13
13
administration, including those resulting from any conversion of these
proceedings pursuant to Section 1112 of the Bankruptcy Code, or in any other
proceeding pursuant thereto, shall be prior to or on parity with the claims of
Chemical arising out of the Obligations.
11. Any provision of this Order notwithstanding, the
superpriority administrative expense claims granted to Chemical shall be
subject and subordinate only to (i) unpaid fees and disbursements allowed
pursuant to Sections 327 and 1103 of the Bankruptcy Code up to a maximum of
$7.5 million (exclusive of compensation previously awarded whether or not paid)
and (ii) quarterly fees required to be paid pursuant to 28 U.S.C. Section
1930(a)(6) (collectively, the "Superpriority Exceptions").
12. The automatic stay provided in Section 362 of the
Bankruptcy Code shall be and hereby is vacated and modified with respect to the
perfection and implementation of Chemical's post-petition liens and security
interests in the Chemical Collateral and is further vacated and modified to the
extent necessary to permit Chemical to exercise, upon the occurrence and
continuation of an Event of Default (as defined in the Restated Agreement), all
rights and remedies provided in paragraph 14 hereof.
13. An "Event of Default" shall mean the occurrence of
one or more of the events set forth in the Restated Agreement, which include,
without limitation, (i) failure by the Debtor to pay Unpaid Drawings, or
failure by the Debtor to pay any other amounts payable by the Debtor within
three (3) business days of the due date therefor; (ii) the conversion of the
Debtor's
<PAGE> 14
14
Chapter 11 case into a case under Chapter 7 of the Bankruptcy Code; (iii) the
entry of an order of this Court appointing a trustee or an examiner with
enlarged powers (powers beyond those set forth in Section 1106(a)(3) and (4) of
the Bankruptcy Code); provided, however, that appointment of an examiner with
enlarged powers based upon a finding of fraud or dishonesty by the Debtor's
management, incompetence of the Debtor's management or mismanagement or
irregularities in the management of the Debtor's affairs shall not be an Event
of Default; (iv) the granting by this Court of any other superpriority claim
ranking superior or equal to the superpriority claim granted to Chemical, or
any lien superior or equal to the liens granted to Chemical, or the application
by the Debtor for authority to do so; and (vi) any and all other Events of
Default set forth in the Restated Agreement.
14. Upon the occurrence of and during the continuation of
any Event of Default beyond the applicable grace periods (if any), Chemical may
take all or any of the following actions without further order of or
application to this Court: (i) set off and apply amounts in the Debtor's
accounts deposited with Chemical or otherwise take steps to foreclose upon the
Chemical Collateral, and/or (ii) upon seven (7) days' prior notice to the
Debtor and the official committees in the Debtor's Chapter 11 case exercise
such remedies as are provided for elsewhere in the Restated Agreement or may be
otherwise available to it under applicable law or in equity.
<PAGE> 15
15
15. Chemical, having been found to be a lender in good
faith, shall be entitled to the full protection of Section 364(e) of the
Bankruptcy Code with respect to the Obligations and the liens and security
interests created or authorized in this Order and the other Governing Documents
in the event that this Order or any authorization contained herein is vacated,
reversed or modified on appeal or otherwise by any court of competent
jurisdiction.
16. As long as any portion of the Obligations remain
unpaid, there shall not be entered in the Debtor's Chapter 11 case or any
subsequent Chapter 7 case any further order which authorizes under any section
of the Bankruptcy Code, including Sections 364 and 105, the obtaining of credit
or the incurring of indebtedness secured by a lien or security interest which
is equal or senior to Chemical's lien on or security interest in the
Collateral, or which is entitled to superpriority administrative status which
is equal to or superior to that granted to Chemical under the Governing
Documents, unless in each instance (i) Chemical shall have given its prior
written consent thereto (and no such consent shall ever be implied from any
other action, inaction or acquiescence by Chemical) or (ii) such other order
requires that the Obligations first be indefeasibly paid in full.
17. The provisions of this Order and any actions taken
pursuant hereto shall survive entry of any order which may be entered (i)
confirming any plan of reorganization; (ii) converting the Debtor's Chapter 11
case from Chapter 11 to Chapter 7; or (iii) dismissing the Debtor's Chapter 11
case; and
<PAGE> 16
16
the terms and provisions of this Order, as well as the priorities in payment,
liens and security interests granted pursuant to this Order and the other
Governing Documents shall continue in full force and effect notwithstanding the
entry of such an order; and such priorities in payment, liens and security
interests shall maintain their priority as provided by the Governing Documents
until all of the Obligations are indefeasibly satisfied and discharged. The
obligations of the Debtor under the Governing Documents shall not be discharged
by the entry of an order confirming a plan of reorganization in the Debtor's
Chapter 11 case and, pursuant to Section 1141(d)(4), the Debtor has waived such
discharge.
18. The provisions of this Order shall inure to the
benefit of Chemical, each Fronting Bank and the Debtor and shall be binding
upon Chemical, each Fronting Bank and the Debtor and their respective
successors and assigns, including any other fiduciary hereafter appointed as a
legal representative of the Debtor or with respect to property of the Debtor's
estate, whether under Chapter 11 of the Bankruptcy Code, or any subsequent
Chapter 7 case.
Dated: Wilmington, Delaware
, 1994
------------------------------
The Honorable Helen S. Balick
United States Bankruptcy Judge
<PAGE> 1
Exhibit F-2
August 31, 1994
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
Re: The Columbia Gas System, Inc.
File No. 70-7903
As counsel for The Columbia Gas System, Inc.
("Columbia"), a Delaware corporation and a holding company registered under the
Public Utility Holding Company Act of 1935 (the "Act"), and at its request, I
deliver to you this opinion for filing as an Exhibit to Post-effective
Amendment No. 6 to the Declaration on Form U-1 (File No. 70-7903) filed by
Columbia relating to a proposed amendment and extension of previously approved
debtor-in-possession financing as described in Post-effective Amendment No. 5
to the Declaration as previously amended by Amendment Nos. 1 through 4 and
Post-effective Amendments Nos. 1 through 4 (hereinafter the "Declaration").
Said proposed amendment and extension of the
debtor-in-possession financing as more fully described in Post-effective
Amendment No. 5 to the Declaration is hereinafter sometimes referred to as the
"Proposed Transaction."
In connection with the above, I have examined:
(i) the Declaration;
(ii) the drafts in substantially final form of the Amended
and Restated Secured Revolving Credit Agreement among
Columbia and the Banks' parties thereto and Chemical
Bank, as Agent, and the Amended and Restated Security
Agreement between Columbia and Chemical Bank, as
Agent;
(iii) the Order of the United States Bankruptcy Court for
the District of Delaware approving the proposed
Amended and Restated Credit Agreement and the Amended
and Restated Security Agreement; and
(iv) such other documents, records and matters of law as I
deemed necessary to enable me to render this opinion.
<PAGE> 2
Based upon the foregoing and relying thereon, I am of
the opinion that, assuming the Proposed Transaction is consummated in
accordance with the Declaration as amended, and all taxes and government
charges in connection with the Proposed Transaction are fully paid;
(a) all state laws applicable to the Proposed Transaction
will have been complied with;
(b) obligations of Columbia arising under the terms of
the Amended and Restated Credit Agreement will be
valid and binding obligations of Columbia in
accordance with their terms; and
(c) the consummation of the Proposed Transaction will not
violate the legal rights of the holders of any
securities issued by Columbia of any associate
company thereof.
I hereby consent to the filing of this opinion as an
Exhibit to Post-effective Amendment No. 6 to the Declaration.
Very truly yours,
Dated: August 16,1994 /s/ JOYCE KORIA HAYES
--------------- ------------------------
Joyce Koria Hayes
Associate General Counsel
and Assistant Secretary
