<PAGE> 1
EXHIBIT 10-CR
U.S. $850,000,000
THIRD AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT
Dated as of October 11, 2000
among
COLUMBIA ENERGY GROUP,
as Borrower,
and
THE LENDERS NAMED HEREIN,
as Lenders,
and
SALOMON SMITH BARNEY INC.,
as Arranger and Book Manager,
and
CITIBANK, N.A.,
as Administrative and Syndication Agent,
and
THE CHASE MANHATTAN BANK AND
FIRST UNION NATIONAL BANK,
as Documentation Agents,
and
BANK ONE, N.A., THE BANK OF
NOVA SCOTIA, PNC BANK, NATIONAL ASSOCIATION, COMMERZBANK AG, NEW YORK BRANCH
as Managing Agents
<PAGE> 2
and
CREDIT AGRICOLE INDOSUEZ AND DEUTSCHE BANK AG NEW YORK BRANCH
as Co-Agents
<PAGE> 3
THIRD AMENDED AND RESTATED
364-DAY CREDIT AGREEMENT
Dated as of October 11, 2000
This THIRD AMENDED AND RESTATED 364-DAY CREDIT AGREEMENT (this
"Amendment and Restatement") among COLUMBIA ENERGY GROUP, a Delaware corporation
(the "Borrower"), the banks, financial institutions and other institutional
lenders parties to the Credit Agreement referred to below (collectively, the
"Lenders"), and SALOMON SMITH BARNEY INC., as arranger and book manager
("Arranger and Book Manager"), and CITIBANK, N.A. ("Citibank"), as
administrative and syndication agent (the "Agent") for the Lenders, evidences
the agreement of the parties as follows:
PRELIMINARY STATEMENTS:
The Borrower, the Lenders and the Agent have entered into a
Second Amended and Restated 364-Day Credit Agreement dated as of March 8, 2000
(as amended, amended and restated, supplemented or otherwise modified through
the date hereof, the "Credit Agreement"). Capitalized terms not otherwise
defined in this Amendment and Restatement have the same meanings as specified in
the Credit Agreement.
The Borrower and the Lenders have agreed to amend the Credit
Agreement as hereinafter set forth and to restate the Credit Agreement in its
entirety to read as set forth in the Credit Agreement with the amendments
specified below.
Amendments to Credit Agreement. The Credit Agreement, effective as of the date
hereof and, subject to the satisfaction of the conditions precedent set forth in
Section 3.02, is hereby amended as follows:
Section 1.01 is hereby amended by amending in full the proviso clause appearing
at the end of the definition of "Tangible Net Worth" to read "provided, however,
that notwithstanding the foregoing exclusions, (A) regulatory assets recorded on
the Consolidated balance sheet of the Borrower and its Subsidiaries, and (B) any
acquisition goodwill which may appear on the Consolidated balance sheet of the
Borrower and its Subsidiaries resulting from the NiSource Merger shall not be
excluded for purposes of determining Tangible Net Worth."
Section 1.01 is hereby amended by (i) deleting the definitions of "Five-Year
Credit Agreement," "Five-Year Loan Documents" and "Five-Year Notes," (ii)
amending in full certain existing definitions appearing therein as set forth
below, and (iii) adding new definitions thereto to read as follows:
"Advance" means a Revolving Credit Advance and a Swing
Line Advance.
"Appropriate Lender" means, at any time, with respect
to (a) the Revolving Credit Facility, a Lender that has a
Revolving Credit Commitment with respect to such Facility at
such time, and (b) the Swing Line Facility, a Swing Line Bank
that has a Swing Line Commitment.
"Borrowing" means a Revolving Credit Borrowing or a
Swing Line Borrowing.
"Facility" means the Revolving Credit Facility or the
Swing Line Facility.
<PAGE> 4
"Information Memorandum" means the information
memorandum dated September 2000 used by the Arranger and Book
Manager in connection with the syndication of the Revolving
Credit Commitments.
"Initial Swing Line Bank" means either Citibank or
PNC Bank.
"Lenders" means the Initial Lenders, the Initial
Swing Line Bank and each Person that shall become a Party
hereto pursuant to Section 8.07(a), (b) and (c).
"NiSource Merger" means a series of mergers, as a
result of which the Borrower will become a wholly owned
subsidiary of NiSource, Inc., an Indiana corporation
("NiSource"), as contemplated under the terms of the NiSource
Merger Agreement.
"NiSource Merger Agreement" means a Merger Agreement
dated as of February 27, 2000 (as amended, amended and
restated or otherwise modified to the date hereof) between the
Borrower and NiSource.
"Note" means a Revolving Credit Note or a Swing Line
Note.
"Notice of Swing Line Borrowing" has the meaning
specified in Section 2.02(f).
"Pro Rata Share" of any amount means, with respect to
any Lender or any Swing Line Bank, as the case may be, at any
time, the product of such amount times, in the case of a
Lender, a fraction the numerator of which is the amount of
such Lender's Revolving Credit Commitment at such time and the
denominator of which is the aggregate amount of the Revolving
Credit Commitments of all Lenders at such time, in the case of
a Swing Line Bank, a fraction the numerator of which is the
amount of such Swing Line Bank's Swing Line Commitment and the
denominator of which is the aggregate amount of the Swing Line
Commitments of all Swing Line Banks at such time.
"Swing Line Advance" means an advance made by a Swing
Line Bank pursuant to Section 2.01(b).
"Swing Line Banks" means Citibank, PNC Bank and such
other Lenders mutually acceptable to the Borrower and the
Agent.
"Swing Line Borrowing" means a Borrowing consisting
of a Swing Line Advance made by a Swing Line Bank.
"Swing Line Commitment" has the meaning specified in
Section 2.01(b).
"Swing Line Cost of Funds Advance" means a Swing Line
Advance which shall bear interest, during such periods as such
Swing Line Advance is a Swing Line Cost of Funds Advance, at a
rate per annum equal, at all times during each Interest Period
for such Swing Line Advance, to the sum of (i) the weighted
average cost per annum of funds as reasonably determined by
each Swing Line Bank making such Advance plus (ii) the greater
of (a) 1.00% per annum or (b) two times the sum of (x) the
Applicable Margin then in effect for Eurodollar Rate Advances
plus (y) the applicable Margin then in effect for the Facility
Fee.
"Swing Line Facility" has the meaning specified in
Section 2.01(b).
<PAGE> 5
"Swing Line Note" means a promissory note of the
Borrower payable to the order of a Swing Line Bank, in
substantially the form of Exhibit AA hereto, evidencing the
Swing Line Advances made by such Swing Line Bank.
"Termination Date" means the earlier of (a) October
10, 2001 or, if extended pursuant to Section 2.16(a), the date
that is 364 days after the Termination Date then in effect,
and (b) the date of termination in whole of the Revolving
Credit Commitments pursuant to Section 2.03 or 6.01.
"Two-Year Credit Agreement" means the Amended and
Restated Credit Agreement dated as of October 11, 2000 among
the Borrower, the Agent and the lenders named therein.
"Two-Year Loan Documents" means the Two-Year Credit
Agreement and the Two-Year Notes.
"Two-Year Notes" means each of the promissory notes
of the Borrower executed pursuant to the Two-Year Credit
Agreement.
"Unused Revolving Credit Commitment" means, at any
time, (a) the aggregate Revolving Credit Commitment at such
time, minus (b) the sum, without duplication, of (i) the
aggregate principal amount of all Revolving Credit Advances
made by all Lenders and outstanding at such time, and (ii) the
aggregate principal amount of all Swing Ling Advances
outstanding at such time.
The chart contained in the definition of "Applicable Margin" in Section 1.01 is
amended in full to read as set forth on Exhibit A hereto.
Section 2.01 is amended by (i) inserting a new section heading "The Advances" in
the first line thereof, (ii) inserting "(a)" before the former heading "The
Revolving Credit Advances" in the first line thereof, and (iii) adding a new
subsection (b) thereto to read as follows:
"(b) The Swing Line Advances. Each Swing Line Bank
severally agrees, on the terms and conditions hereinafter set
forth, to make Swing Line Advances to the Borrower from time
to time on any Business Day from the Effective Date until the
Termination Date in an aggregate amount which shall not exceed
at any time outstanding the amount set opposite such Swing
Line Bank's name on the signature pages hereof under the
caption "Swing Line Commitments" (such amount being such Swing
Line Bank's "Swing Line Commitment"); provided, however, that
the aggregate amount of all Swing Line Advances outstanding at
any time shall not exceed $127,500,000 (the "Swing Line
Facility") and, provided further that no Swing Line Borrowing
shall be made if, following the making of such Swing Line
Borrowing, either (i) the Unused Revolving Credit Commitments
of the Lenders shall be less than the aggregate unpaid
principal amount of the Swing Line Advances or (ii) the
aggregate amount of the Advances then outstanding would exceed
the aggregate amount of the Revolving Credit Commitments of
the Lenders. No Swing Line Advance shall be used for the
purpose of funding the payment of principal of any other Swing
Line Advance. Each Swing Line Borrowing shall be in an amount
of $100,000 or an integral multiple of $10,000 in excess
thereof and shall be made, at the determination of the
Borrower, either (i) as a Base Rate Advance, (ii) as a Swing
Line Cost of Funds Advance or (iii) as an Advance bearing
interest as the Borrower and the Applicable Swing Line Bank
shall otherwise agree. The
<PAGE> 6
terms and conditions of the Swing Line Commitment of any Swing
Line Bank and the Swing Line Advances made by any such Swing
Line Bank (other than terms and conditions relating to the
amount of the Swing Line Commitment, interest rate, tenor or
term of any such Swing Line Advance) may be modified from the
terms and conditions provided herein upon mutual agreement of
the Borrower and such Swing Line Bank. Within the limits of
the Swing Line Facility and within the limits referred to in
this Section 2.01(b), the Borrower may borrow under this
Section 2.01(b), repay pursuant to Section 2.04(b) or prepay
pursuant to Section 2.09 and reborrow under this Section
2.01(b)."
Section 2.02 is amended by adding a new subsection (f) at the end thereof to
read as follows:
"(f) Each Swing Line Borrowing shall be made on
notice, given not later than 2:00 P.M. (New York City time),
or such later time as agreed to by the Borrower and the
applicable Swing Line Bank, on the date of the proposed Swing
Line Borrowing, by the Borrower to the applicable Swing Line
Bank and the Agent. Each such notice of a Swing Line Borrowing
(a "Notice of Swing Line Borrowing") shall be by telephone,
confirmed immediately in writing, or tested telex or
telecopier, specifying therein the requested (i) date of such
Swing Line Borrowing, (ii) amount of such Swing Line Borrowing
and (iii) maturity of such Swing Line Borrowing (which
maturity shall be no later than the tenth day after the
requested date of such Borrowing). The applicable Swing Line
Bank will make the amount of each Swing Line Advance available
to the Agent at the Agent's Account, in same day funds or make
such amount available to the Borrower as agreed between such
applicable Swing Line Bank and the Borrower. Upon written
demand to the Agent (who shall promptly notify each other
Lender) by any Swing Line Bank with an outstanding Swing Line
Advance, each other Lender shall purchase from such Swing Line
Bank, and such Swing Line Bank shall sell and assign to each
such other Lender, such other Lender's Pro Rata Share of such
outstanding Swing Line Advance as of the date of such demand,
by making available for the account of its Applicable Lending
Office to the Agent for the account of such Swing Line Bank,
by deposit to the Agent's Account, in same day funds, an
amount equal to the portion of the outstanding principal
amount of such Swing Line Advance to be purchased by such
Lender. The Borrower hereby agrees to each such sale and
assignment. Each Lender unconditionally agrees to purchase its
Pro Rata Share of an outstanding Swing Line Advance on (i) the
Business Day on which demand therefor is made by the Swing
Line Bank that made such Advance, provided that notice of such
demand is given not later than 11:00 A.M. (New York City time)
on such Business Day or (ii) the first Business Day next
succeeding such demand if notice of such demand is given after
such time. Upon any such assignment by a Swing Line Bank to
any other Lender of a portion of a Swing Line Advance, such
Swing Line Bank represents and warrants to such other Lender
that such Swing Line Bank is the legal and beneficial owner of
such interest being assigned by it, but makes no other
representation or warranty and assumes no responsibility with
respect to such Swing Line Advance, the Loan Documents, the
Borrower or any of its Subsidiaries. If and to the extent that
any Lender shall not have so made the amount of such Swing
Line Advance available to the Agent, such Lender agrees to pay
to the Agent forthwith on demand such amount together with
interest thereon, for each day from the date of demand by such
Swing Line Bank until the date such amount is paid to the
Agent, at the Federal Funds Rate. If such Lender shall pay to
the Agent such amount for the account of such Swing Line Bank
on any Business Day, such amount so paid in respect of
principal shall constitute a Swing Line Advance made by such
Lender on such Business Day for purposes of this Agreement,
and the outstanding principal amount of the Swing
<PAGE> 7
Line Advance made by such Swing Line Bank shall be reduced by
such amount on such Business Day. The obligation of each other
Lender to purchase a pro-rata share of any Swing Line Bank's
Swing Line Advances is absolute and unconditional
notwithstanding the occurrence of any circumstances,
including, without limitation, any Event of Default, set-off
or deduction by the Borrower or its Subsidiaries."
Section 2.04 is amended by (i) inserting a new section heading "Repayment of
Advances" in the first line thereof, (ii) inserting "(a)" before the former
heading "Repayment of Revolving Credit Advances" in the first line thereof, and
(iii) adding a new subsection (b) thereto to read as follows:
"(b) Repayment of Swing Line Advances. The Borrower
shall repay to each Lender that has made a Swing Line Advance
the outstanding principal amount of each Swing Line Advance
made by each of them (together with interest thereon) on the
earlier of the maturity date specified in the applicable
Notice of Swing Line Borrowing (which maturity shall be no
later than the tenth day after the requested date of such
Borrowing) and the Termination Date."
Section 2.07(e) is amended by deleting the figure "33 1/3%" in the second line
thereof and substituting "25%" therefor.
Section 2.09 is amended in full to read as follows:
"Section 2.09. Prepayments of Advances. Optional. The
Borrower may, upon (i) at least three Business Days' notice,
in the case of a Eurodollar Rate Advance or CD Rate Advance,
(ii) at least one Business Day's notice, in the case of a Base
Rate Advance, and (iii) same day notice, in the case of a
Swing Line Advance, in each case to the Agent, stating the
proposed date and aggregate principal amount of the
prepayment, and, if such notice is given, the Borrower shall,
prepay the outstanding principal amount of such Advances
comprising part of the same Borrowing in whole or ratably in
part, together with accrued interest to the date of such
prepayment on the principal amount prepaid; provided, however,
that (x) each partial prepayment shall be in an aggregate
principal amount of $10,000,000 or an integral multiple of
$1,000,000 in excess thereof (or, in the case of Swing Line
Advances, the full amount of any such Swing Line Advance);
provided, however, that, following each partial prepayment of
any Eurodollar Rate Advance, the remaining outstanding amount
of such Advance shall be at least $10,000,000 and (y) in the
event of any such prepayment of a Eurodollar Rate Advance or
CD Rate Advance other than on the last day of the Interest
Period therefor, the Borrower shall be obligated to reimburse
the Lenders in respect thereof pursuant to Section 8.04(c).
(b) Mandatory. The Borrower shall, on each Business
Day, prepay an aggregate principal amount of the Revolving
Credit Advances comprising part of the same Borrowings and the
Swing Line Advances equal to the amount by which (A) the sum
of the aggregate principal amount of (x) the Revolving Credit
Advances and (y) the Swing Line Advances then outstanding
exceeds (B) the Revolving Credit Facility on such Business
Day.
(i) Prepayments made pursuant to this subsection (b)
shall be, first, applied to prepay Swing Line Advances then
outstanding until such Advances are paid in full and, second,
applied to prepay Revolving Credit Advances then outstanding
comprising part of the same Borrowings until such Advances are
paid in full.
<PAGE> 8
(ii) All prepayments under this subsection (b) shall
be made together with accrued interest to the date of such
prepayment on the principal amount prepaid. If any payment
required to be made under this Section 2.09(b) on account of
Eurodollar Rate Advances or CD Rate Advances would be made
other than on the last day of the applicable Interest Period
therefor, the Borrower may, in lieu of prepaying such Advance,
deposit the amount of such payment in the Cash Collateral
Account until the last day of the applicable Interest Period
at which time such payment shall be made."
Section 2.16(b) is hereby deleted in its entirety.
Section 3.01(a) is amended by deleting the reference to "December 31, 1998" and
substituting "December 31, 1999" therefor.
Section 3.01(h) is amended in full to read as follows:
"(h) The Agent shall have received, on or before the
Effective Date, the following, each dated such day, in form
and substance satisfactory to the Agent and (except for the
Revolving Credit Notes and the Swing Line Notes) in sufficient
copies for each Lender:
The Revolving Credit Notes to the order of the Lenders and the Swing Line Notes
to the order of the Swing Line Banks, respectively."
Section 4.01(e) is amended by (i) deleting the reference to "December 31, 1998"
in each place in which it appears and substituting "December 31, 1999" therefor,
(ii) deleting the reference to "September 30, 1999" in each place in which it
appears and substituting "June 30, 2000" therefor, and (iii) deleting the word
"nine" in the sixth and eighth lines thereof and substituting "six" therefor.
Section 5.02(b) is amended by adding the following proviso clause after the
phrase "the Revolving Credit Commitments)" in the fifth line thereof to read
"provided that the foregoing provisions of this Section 5.02(b) shall not be
applicable to the NiSource Merger, and further."
Section 6.01(h) is amended by adding the following proviso clause after the word
"Borrower" in the last line thereof to read "; provided, however, that the
foregoing provisions of this Section 6.01(h) shall not be applicable to the
NiSource Merger."
The Commitments are amended in full to read as set forth on Schedule I hereto.
Conditions of Effectiveness. This Amendment and Restatement shall become
effective as of the date first above written when, and only when, the Agent
shall have received counterparts of this Amendment and Restatement executed by
the Borrower and all of the Lenders that have a Commitment greater than $0 on
Schedule I or, as to any of the Lenders, advice satisfactory to the Agent that
such Lender has executed this Amendment and Restatement, and when the Agent
shall have additionally received all of the following documents, each such
document (unless otherwise specified) dated the date of receipt thereof by the
Agent (unless otherwise specified) and (except for the Revolving Credit Notes
and the Swing Line Notes) in sufficient copies for each Lender, in form and
substance satisfactory to the Agent (unless otherwise specified):
The new Revolving Credit Notes and the Swing Line Notes issued in connection
with this Amendment and Restatement to the order of each of the Lenders that has
a Commitment in a different amount from that with respect to the Credit
Agreement.
<PAGE> 9
Certified copies of (i) the resolutions of the Board of Directors of the
Borrower approving (or authorizing the transactions encompassed by) this
Amendment and Restatement and (ii) all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to this
Amendment and Restatement.
A certificate of the Secretary or an Assistant Secretary of the Borrower
certifying the names and true signatures of the officers of the Borrower
authorized to sign this Amendment and Restatement and the other documents to be
delivered hereunder.
A favorable opinion of LeBoeuf, Lamb, Greene & MacRae, L.L.P., counsel for the
Borrower, in substantially the form of Exhibit B hereto.
A favorable opinion of Shearman & Sterling, counsel for the Agent, in form and
substance satisfactory to the Agent.
A certificate signed by a duly authorized officer of the Borrower stating that:
The representations and warranties contained in Section 4.01 of the Credit
Agreement and in Section 3 hereof are correct on and as of the date of such
certificate as though made on and as of such date; and
No event has occurred and is continuing that constitutes a Default.
Representations and Warranties of the Borrower. The Borrower represents and
warrants as follows:
The execution, delivery and performance by the Borrower of this Amendment and
Restatement are within the Borrower's corporate powers, have been duly
authorized by all necessary corporate action and do not contravene (i) the
Borrower's charter or by-laws or (ii) any law or any contractual restriction
binding on or affecting the Borrower, except where such contravention would not
be reasonably likely to have a Material Adverse Effect.
No authorization or approval or other action by, and no notice to or filing
with, any governmental authority or regulatory body or any other third party is
required for the due execution, delivery or performance by the Borrower of this
Amendment and Restatement, except where the Borrower's failure to receive, take
or make such authorization, approval, action, notice or filing would not have a
Material Adverse Effect.
This Amendment and Restatement has been duly executed and delivered by the
Borrower. This Amendment and Restatement is a legal, valid and binding
obligation of the Borrower, enforceable against the Borrower in accordance with
its terms, subject to applicable bankruptcy, reorganization, insolvency,
moratorium or similar laws affecting creditors' rights generally and general
principles of equity.
Reference to and Effect on the Credit Agreement. On and after the effectiveness
of this Amendment and Restatement, each reference in the Credit Agreement to
"this Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement, as
amended and restated by this Amendment and Restatement; provided, however, that
the word "hereafter" appearing in the definition of "Material Subsidiaries" in
Section 1.01 shall refer to the period after March 11, 1998. Each Lender on
Schedule I with a Commitment of "$0" shall cease to be a party to the Credit
Agreement.
The Credit Agreement, as specifically amended and restated by this Amendment and
Restatement, is and shall continue to be in full force and effect and is hereby
in all respects ratified and confirmed.
<PAGE> 10
The execution, delivery and effectiveness of this Amendment and Restatement
shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of any Lender or the Agent under the Credit Agreement,
nor constitute a waiver of any provision of the Credit Agreement.
Costs, Expenses, Etc. The Borrower agrees to pay on demand all costs and
expenses of the Agent in connection with the preparation, execution, delivery
and administration, modification and amendment of this Amendment and Restatement
and the other instruments and documents to be delivered hereunder (including,
without limitation, the reasonable fees and expenses of counsel for the Agent)
in accordance with the terms of Section 8.04 of the Credit Agreement. The Agent
agrees to request as promptly as practicable from (a) Lenders whose Revolving
Credit Notes or the Swing Line Notes, as the case may be, are being replaced
pursuant to this Amendment and Restatement as of the date hereof, and (b)
Lenders who shall have ceased to be parties to the Credit Agreement as of the
date hereof, the return of their old Revolving Credit Notes or the Swing Line
Notes, as the case may be. The Agent agrees to release any new Revolving Credit
Note or the Swing Line Notes, as the case may be, payable to a Lender only upon
the return of the old Revolving Credit Note or the Swing Line Notes, as the case
may be, payable to such Lender.
Execution in Counterparts. This Amendment and Restatement may be executed in any
number of counterparts and by different parties hereto in 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 and Restatement
by telecopier shall be effective as delivery of an original executed counterpart
of this Amendment and Restatement.
Governing Law. This Amendment and Restatement shall be governed by, and
construed in accordance with, the laws of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment and
Restatement to be executed by their respective officers thereunto duly
authorized, as of the date first above written.
COLUMBIA ENERGY GROUP
By /s/ Michael W. O'Donnell
------------------------
Name: Michael W. O'Donnell
Title: Senior Vice President and Chief Financial Officer
SALOMON SMITH BARNEY INC.,
as Arranger and Book Manager
By /s/ Steven R. Veterin
---------------------
Name: Steven R. Veterin
Title: Managing Director
CITIBANK, N.A.,
as Administrative and Syndication Agent
By /s/ Steven M. Baillie
---------------------
Name: Steven M. Baillie
Title: Attorney in Fact
<PAGE> 11
Lenders
CITIBANK, N.A.
By /s/ Steven M. Baillie
---------------------
Name: Steven M. Baillie
Title: Attorney in Fact
Amount of Revolving Credit Commitment
$75,000,000.00
Amount of Swing-line Commitment
$127,500,000.00
THE CHASE MANHATTAN BANK
By /s/ Steven Wood
---------------
Name: Steven Wood
Title: Vice President
Amount of Revolving Credit Commitment
$75,000,000.00
FIRST UNION NATIONAL BANK
By /s/ Michael J. Kolosowsky
-------------------------
Name: Michael J. Kolosowsky
Title: Vice President
Amount of Revolving Credit Commitment
$75,000,000.00
THE BANK OF NOVA SCOTIA
By /s/ P. C. B. Ashby
------------------
Name: P. C. B. Ashby
Title: Senior Manager Loan Operations
Amount of Revolving Credit Commitment
$62,500,000.00
<PAGE> 12
BANK ONE, NA
By /s/ George R. Schanz
--------------------
Name: George R. Schanz
Title: First Vice President
Amount of Revolving Credit Commitment
$62,500,000.00
COMMERZBANK AG, NEW YORK BRANCH
By /s/ Timothy Chin
----------------
Name: Timothy Chin
Title: Vice President
By /s/ Andrew Kjoller
------------------
Name: Andrew Kjoller
Title: Assistant Vice President
Amount of Revolving Credit Commitment
$62,500,000.00
PNC BANK, NATIONAL ASSOCIATION
By /s/ Brian M. Begg
-----------------
Name: Brian M. Begg
Title: Director
Amount of Revolving Credit Commitment
$62,500,000.00
Amount of Swing-line Commitment
$127,500,000.00
CREDIT AGRICOLE INDOSUEZ
By /s/ Brian D. Knezeak
--------------------
Name: Brian D. Knezeak
Title: First Vice President
By /s/ Michael Willis
------------------
Name: Michael Willis
Title: Vice President Credit Analysis
Amount of Revolving Credit Commitment
$50,000,000.00
<PAGE> 13
DEUTSCHE BANK AG NEW YORK AND/OR CAYMAN ISLANDS BRANCHES
By /s/ Belinda J. Wheeler
----------------------
Name: Belinda J. Wheeler
Title: Vice President
By /s/ Catherine Ruhland
---------------------
Name: Catherine Ruhland
Title: Vice President
Amount of Revolving Credit Commitment
$50,000,000.00
ALL FIRST BANK
By /s/ Stefan Hoenicke
-------------------
Name: Stefan Hoenicke
Title: Vice President
Amount of Revolving Credit Commitment
$37,500,000.00
ARAB BANK, PLC
By /s/ Samer Tamimi
----------------
Name: Samer Tamimi
Title: Vice President
Amount of Revolving Credit Commitment
$37,500,000.00
BANCA MONTE DEI PASCHI DI SIENA S.p.A.
By /s/ Giulio Natalicchi
------------------------
Name: Giulio Natalicchi
Title: Senior Vice President and General Manager
By /s/ Brian Landy
---------------
Name: Brian Landy
Title: Vice President
Amount of Revolving Credit Commitment
$37,500,000.00
<PAGE> 14
BANK OF MONTREAL
By /s/ Ian M. Plester
------------------
Name: Ian M. Plester
Title: Director
Amount of Revolving Credit Commitment
$37,500,000.00
NATIONAL CITY BANK
By /s/ William J. Whitley
------------------------
Name: William J. Whitley
Title: Senior Vice President
Amount of Revolving Credit Commitment
$37,500,000.00
SUNTRUST BANK
By /s/ Nancy R. Petrash
--------------------
Name: Nancy R. Petrash
Title: Director Corporate and Investment Banking
Amount of Revolving Credit Commitment
$37,500,000.00
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By /s/ Nicholas R. Battista
------------------------
Name: Nicholas R. Battista
Title: Vice President
Amount of Revolving Credit Commitment
$28,000,000.00
UNION BANK OF CALIFORNIA
By /s/ David M. Musicant
---------------------
Name: David M. Musicant
Title: Vice President
Amount of Revolving Credit Commitment
$22,000,000.00
<PAGE> 15
<TABLE>
<CAPTION>
SCHEDULE I
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AMOUNT OF AMOUNT OF SWING
NAME OF INITIAL LENDER DOMESTIC LENDING OFFICE EURODOLLAR LENDING OFFICE COMMITMENT LINE COMMITMENT
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<S> <C> <C> <C> <C>
Citibank, N.A. 2 Allen Center, 20th Floor 2 Allen Center, 20th Floor $75,000,000 $127,500,000
1200 Smith Street 1200 Smith Street
Houston, TX 77002 Houston, TX 77002
Steve Baillie Steve Baillie
Tel: 713-654-2887 Tel: 713-654-2887
Fax: 713-654-2849 Fax: 713-654-2849
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The Chase Manhattan Bank 270 Park Avenue-21st Floor 270 Park Avenue-21st Floor $75,000,000 $0
New York, NY 10017-2070 New York, NY 10017-2070
Steve Wood Steve Wood
Tel: 212-270-7056 Tel: 212-270-7056
Fax: 212-270-3897 Fax: 212-270-3897
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First Union National Bank One First Union Center One First Union Center $75,000,000 $0
301 South College Street 301 South College Street
Charlotte, NC 28288-0735 Charlotte, NC 28288- 0735
Chanue Michael Chanue Michael
Tel: 704-715-1195 Tel: 704-715-1195
Fax: 704-383-7999 Fax: 704-383-7999
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The Bank of Nova Scotia 600 Peachtree Street NE 600 Peachtree Street NE $62,500,000 $0
Suite 2700 Suite 2700
Atlanta, GA 30308 Atlanta, GA 30308
Anthony Millington Anthony Millington
Tel: 404-877-1579 Tel: 404-877-1579
Fax: 404-888-8998 Fax: 404-888-8998
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Bank One, NA 1 Bank One Plaza 1 Bank One Plaza $62,500,000 $0
Mail Stop IL1 Suite 0363 Mail Stop IL1 Suite 0363
Kenneth Bauer Kenneth Bauer
Tel: 312-732-6282 Tel: 312-732-6282
Fax: 312-732-3055 Fax: 312-732-3055
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</TABLE>
<PAGE> 16
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Commerzbank AG, 2 World Financial Center 2 World Financial Center $62,500,000 $0
New York Branch New York, NY 10281-1050 New York, NY 10281-1050
Barbara Stacks Barbara Stacks
Tel: 212-266-7313 Tel: 212-266-7313
Fax: 212-266-7235 Fax: 212-266-7235
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PNC Bank, National Association 1 PNC Plaza, 3rd Floor 1 PNC Plaza, 3rd Floor $62,500,000 $127,500,000
249 Fifth Avenue 249 Fifth Avenue
Pittsburgh, PA 15222-2707 Pittsburgh, PA 15222-2707
Brian Begg Brian Begg
Tel: 412-762-3440 Tel: 412-762-3440
Fax: 412-705-3231 Fax: 412-705-3231
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Credit Agricole Indosuez 600 Travis Street, Suite 2340 600 Travis Street, Suite 2340 $50,000,000 $0
Houston, TX 77002 Houston, TX 77002
Brian Knezeak Brian Knezeak
Tel: 713-223-7001 Tel: 713-223-7001
Fax: 713-223-7029 Fax: 713-223-7029
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Deutsche Bank AG New York 31 West 52nd Street 31 West 52nd Street $50,000,000 $0
and/or Cayman Islands Branches New York, NY 10019 New York, NY 10019
Joel Makowsky Joel Makowsky
Tel: 212-469-7896 Tel: 212-469-7896
Fax: 212-469-5711 Fax: 212-469-5711
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Allfirst Bank 25 S Charles St. 25 S Charles St. $37,500,000 $0
Baltimore, MD 21201 Baltimore, MD 21201
Stefan Hoenicke Stefan Hoenicke
Tel: 410-244-4208 Tel: 410-244-4208
Fax: 410-244-4239 Fax: 410-244-4239
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Arab Bank, PLC 520 Madison Ave., 2nd Floor 520 Madison Ave., 2nd Floor $37,500,000 $0
New York, NY 10022 New York, NY 10022
John C.Korthuis John C.Korthuis
Tel: 212-715-9741 Tel: 212-715-9741
Fax: 212-593-4632 Fax: 212-593-4632
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</TABLE>
<PAGE> 17
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Banca Monte dei Paschi di 55 East 59th Street 55 East 59th Street $37,500,000 $0
Siena S.p.A. New York, NY 10022-1112 New York, NY 10022-1112
Serge Sondak Serge Sondak
Tel: 212-891-3600 Tel: 212-891-3600
Fax: 212-891-6144 Fax: 212-891-6144
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Bank of Montreal US Corporate Banking US Corporate Banking $37,500,000 $0
430 Park Avenue 430 Park Avenue
New York, NY 10022 New York, NY 10022
Bernard J. Silgardo Bernard J. Silgardo
Tel: 212-605-1647 Tel: 212-605-1647
Fax: 212-605-1451 Fax: 212-605-1451
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National City Bank 155 East Broad Street 155 East Broad Street $37,500,000 $0
Columbus, OH 43251-0033 Columbus, OH 43251-0033
William Whitley William Whitley
Tel: 614-463-8543 Tel: 614-463-8543
Fax: 614-463-6770 Fax: 614-463-6770
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SunTrust Bank 1445 New York Ave, NW 5th Fl. 1445 New York Ave, NW 5th Fl. $37,500,000 $0
Washington, D.C. 20005-2106 Washington, D.C. 20005-2106
Nancy Petrash Nancy Petrash
Tel: 202-879-6432 Tel: 202-879-6432
Fax: 202-879-6137 Fax: 202-879-6137
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Bank of Tokyo-Mitsubishi Trust 1251 Avenue of the Americas 1251 Avenue of the Americas $28,000,000 $0
Company New York, NY 10020-1104 New York, NY 10020-1104
William Rhodes William Rhodes
Tel: 212-782-4580 Tel: 212-782-4580
Fax: 212-782-4979 Fax: 212-782-4979
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Union Bank of California 445 S. Figueroa St., 445 S. Figueroa St., $22,000,000 $0
Suite 1500 Suite 1500
Los Angeles, CA 90071 Los Angeles, CA 90071
David Musicant, VP David Musicant, VP
Tel: 213-236-5023 Tel: 213-236-5023
Fax: 213-236-4096 Fax: 213-236-4096
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</TABLE>
<PAGE> 18
<TABLE>
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<S> <C> <C> <C> <C>
Bank of America, N.A. MD2-600-06-13 MD2-600-06-13 $0 $0
6610 Rockledge Drive, 6th Floor 6610 Rockledge Drive, 6th Floor
Bethesda, MD 20817-1876 Bethesda, MD 20817-1876
Lawrence Saunders Lawrence Saunders
Tel: 301-571-0704 Tel: 301-571-0704
Fax: 301-571-0719 Fax: 301-571-0719
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</TABLE>
<PAGE> 19
EXHIBIT A
<TABLE>
<CAPTION>
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Applicable Margin
Applicable Margin For Applicable Margin Applicable Applicable Margin
Public Debt Rating for Eurodollar Rate for CD Rate Margin for for Utilization Fee
S&P/Moody's Base Rate Advances Advances Advances Facility Fee (25%)
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<S> <C> <C> <C> <C> <C>
Level 1 0 .125% .255% .075% .250%
AA-/AA3 or higher
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Level 2 0 .415% .540% .085% .250%
A+/A/A-/A1/A2/A3
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Level 3 0 .525% .650% .100% .250%
BBB+/Baa1
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Level 4 0 .625% .750% .125% .250%
BBB/Baa2
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Level 5 0 1.025% .850% .225% .250%
BBB-/Baa3 or lower
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</TABLE>
EXHIBIT AA - FORM OF
SWING LINE
PROMISSORY NOTE
U.S.$_______________ Dated: -----_________, ____
FOR VALUE RECEIVED, the undersigned, Columbia Energy Group, a
Delaware corporation (the "Borrower"), HEREBY PROMISES TO PAY to the order of
_________________________ (the "Lender") for the account of its Applicable
Lending Office on the earlier of the maturity date for any Swing Line Advance or
the Termination Date (each as defined in the Credit Agreement referred to below)
the principal sum of U.S.$[amount of the Lender's Swing Line Commitment in
figures] or, if less, the aggregate principal amount of the Swing Line Advances
made by the Lender to the Borrower pursuant to the Third Amended and Restated
364-Day Credit Agreement dated as of October 11, 2000 among the Borrower, the
Lender and certain other lenders parties thereto, and Citibank, N.A., as Agent
for the Lender and such other lenders (as amended or modified from time to time,
the "Credit Agreement"; the terms defined therein being used herein as therein
defined) outstanding on the earlier of such maturity date or the Termination
Date as the case may be.
The Borrower promises to pay interest on the unpaid principal
amount of each Swing Line Advance from the date of such Swing Line Advance until
such principal amount is paid in full, at such interest rates, and payable at
such times, as are specified in the Credit Agreement.
Both principal and interest are payable in lawful money of the
United States of America to Citibank, N.A., as Agent, at 2 Penn's Way, Suite
200, New Castle, DE 19720, Attn: Pia Saenganan, in same day funds. Each Swing
Line Advance owing to the Lender by the Borrower pursuant to the Credit
Agreement, and all payments made on account of principal thereof, shall be
recorded by the Lender and, prior to any transfer hereof, endorsed on the grid
attached hereto which is part of this Promissory Note.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
This Promissory Note is one of the Swing Line Notes referred to in, and is
entitled to the benefits of, the Credit Agreement. The Credit Agreement, among
other things, (i) provides for the making of Swing Line Advances by the Lender
to the Borrower from time to time in an aggregate amount not to exceed at any
<PAGE> 20
time outstanding the U.S. dollar amount first above mentioned, the indebtedness
of the Borrower resulting from each such Swing Line Advance being evidenced by
this Promissory Note, and (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events.
The Borrower hereby waives presentment, demand, protest and
notice of any kind except as is expressly set forth in the Credit Agreement. No
failure to exercise, and no delay in exercising, any rights hereunder on the
part of the holder hereof shall operate as a waiver of such rights.
COLUMBIA ENERGY GROUP
By: ________________________________
Title:
ADVANCES AND PAYMENTS OF PRINCIPAL
<TABLE>
<CAPTION>
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AMOUNT OF
DATE AMOUNT OF MATURITY PRINCIPAL PAID UNPAID PRINCIPAL NOTATION
ADVANCE DATE OR PREPAID BALANCE MADE BY
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<S> <C> <C> <C> <C> <C>
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<PAGE> 21
<TABLE>
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<S> <C> <C> <C> <C> <C>
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</TABLE>
