As filed with the Securities and Exchange Commission on
February 22, 2000
File No. 70-____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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APPLICATION-DECLARATION
ON FORM U-1
UNDER THE
PUBLIC UTILITY HOLDING COMPANY ACT OF 1935
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UNITIL CORPORATION
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
6 Liberty Lane West
Hampton, New Hampshire 03833
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(Name of companies filing this statement and
address of principal executive offices)
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03833
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(Name of top registered holding company parent)
Mark H. Collin
Treasurer
UNITIL CORPORATION
6 Liberty Lane West
Hampton, New Hampshire 03833
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(Name and address of agent for service)
The Commission is requested to mail copies of
all orders, notices and communications to:
William S. Lamb, Esq.
LeBoeuf, Lamb, Greene & MacRae, L.L.P.
125 West 55th Street
New York, New York 10019
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ITEM 1. DESCRIPTION OF PROPOSED TRANSACTIONS
Unitil Corporation, a New Hampshire corporation ("Unitil") and a registered
holding company under the Public Utility Holding Company Act of 1935, as amended
(the "Act"), and its wholly owned subsidiary companies, Concord Electric Company
("Concord"), Exeter & Hampton Electric Company ("Exeter") and Fitchburg Gas and
Electric Light Company ("Fitchburg") (the "Subsidiaries" and, together with
Unitil, the "Applicants"), hereby submits this application- declaration on Form
U-1 (the "Application-Declaration") with the Securities and Exchange Commission
(the "Commission") for the authorization and approval under Sections 6(a) and 7,
9(a), 10 and 12(b) of the Act and the Rules 43 and 45 thereunder with respect to
the following transactions:
(a) short-term borrowing by Unitil through June 30, 2003 on a revolving
basis under current and proposed unsecured facilities from certain banks up
to an aggregate amount of $25 million for a period of time through June 30,
2003;
(b) short-term borrowings by Fitchburg through June 30, 2003 pursuant to
formal or informal credit lines up to $20 million; and
(c) in connection with the continued use of the system money pool ("Money
Pool") by Unitil and Concord, Exeter, Fitchburg, Unitil Power Corp., Unitil
Realty Corp., Unitil Resources, Inc. and Unitil Service Corp.
(collectively, the "Money Pool Participants"), pursuant to the Cash Pooling
and Loan Agreement (the "Pooling Agreement") among Unitil and the Money
Pool Participants dated as of February 1, 1985, as amended (attached hereto
as Exhibit B-1), (i) for Fitchburg to make loans to the Money Pool
Participants and incur borrowings from the Money Pool Participants, and
(ii) for Unitil and the Money Pool Participants to make loans to Fitchburg,
both through June 30, 2003.
By order dated June 30, 1997, the Applicants are currently authorized to
make unsecured short-term borrowings and to operate under the Money Pool, as
more fully described in the joint application-declaration on Form U-1, as
amended, in File No. 70-9053, and the Commission's order with respect thereto
(HCAR No. 35-26737). Pursuant to Rule 52 under the Act, the continued operation
of the Money Pool does not require further Commission approval.
The proposed transactions may be subject to Rules 53 and 54 under the Act.
Neither Unitil nor any subsidiary thereof presently has, or as a consequence of
the proposed transactions will have, an interest in any exempt wholesale
generator ("EWG") or foreign utility company ("FUCO"), as those terms are
defined in Sections 32 and 33 of the Act, respectively. None of the proceeds
from the proposed transactions will be used to acquire any securities of, or any
interest in, an EWG or FUCO. Moreover, neither Unitil nor any of the
Subsidiaries is, or as a consequence of the proposed transactions will become, a
party to, and such entities do not and will not have any rights under, a
service, sales or construction contract with any affiliated EWGs or FUCOs except
in accordance with the rules and regulations promulgated by the Commission with
respect thereto. Consequently, all applicable requirements of Rule 53(a)-(c)
under the Act are satisfied as required by Rule 54 under the Act.
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A. Bank Borrowing by Unitil
In this Application-Declaration, Unitil seeks to extend the authorization
through June 30, 2003 for its short-term bank borrowing arrangements, as
described herein.
As of February 17, 2000, Unitil had three unsecured lines of credit: an $8
million unsecured line of credit from BankBoston (attached hereto as Exhibit
B-2); an $8 million unsecured line of credit from Fleet Bank - New Hampshire
(attached hereto as Exhibit B-3); and a $5 million unsecured line of credit from
Citizens Bank New Hampshire (attached hereto as Exhibit B-4).
(i) BankBoston
The $8 million unsecured line of credit is available to Unitil through
July 29, 2000. The interest rate for borrowing under the facility shall be
floating daily at the higher of (a) the rate of interest announced publicly
by BankBoston as its Base Rate or (b) one half of one percent per annum
above the daily Federal Funds Effective Rate published by the Federal
Reserve Bank of New York in Report H-15. In addition to this line of
credit, BankBoston has approved an informal money market lending
arrangement for minimum amounts of $500,000, at fixed rates out to sixty
days, that is available to Unitil through July 29, 2000. This line is
available to Unitil subject to the bank's continued satisfaction with the
financial condition of Unitil and the Subsidiaries and to no substantive
changes in monetary or governmental regulations.
(ii) Fleet Bank - New Hampshire
The $8 million unsecured line of credit is available to Unitil through
June 30, 2000. The interest rate for borrowing under the facility is equal
to (a) the Base Rate (as defined below) or (b) the Money Market Rate (as
defined below), as elected by Unitil. This line is available to Unitil
subject to the bank's continued satisfaction with the financial condition
of Unitil and the Subsidiaries and to no substantive changes in monetary or
governmental regulations.
(iii) Citizens Bank New Hampshire
The $5 million unsecured line of credit is available to Unitil through
August 30, 2000. The interest rate for borrowing under the facility is
equal to the London Interbank Offered Rate ("LIBOR") as in effect on the
date of the loan plus four-tenths of one percent per annum. This line is
available to Unitil subject to the bank's continued satisfaction with the
financial condition of Unitil and the Subsidiaries and to no substantive
changes in monetary or governmental regulations.
The term "Base Rate," as used in the above discussion of Unitil's
short-term borrowing facilities, is synonymous with the prime rate, which is the
interest rate per annum from time to time announced and made effective by a bank
as the Base Rate, or as the case may be, the Base, reference or other similar
rate then designated by it for general commercial lending reference
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purposes, it being understood that such rate is a reference rate, not
necessarily the lowest, established from time to time which serves as the basis
upon which effective rates of interest are calculated for loan making reference
thereto.
The term "Money Market Rate," as used in the above discussion of Unitil's
short-term borrowing facilities, is the overnight or term money market
facilities interest rate per annum which is communicated to Unitil by a bank.
Money Market Rates are offered by certain banks at a given point in time
and will vary depending on a number of factors including: the availability of
bank funds, the bank's internal cost of funding, the creditworthiness of the
borrower, the term of the loan, the size of the loan and the degree of
competition among banks in a market. The Money Market Rate offered by a bank is
normally a lower rate with more favorable terms and conditions than it Base
Rate. Under its short-term bank borrowing facilities, Unitil borrows at Money
Market Rates when such rates are available and more favorable than Base Rates.
Any borrowings at Money Market Rates, under current facilities proposed below,
do not and will not exceed the Base Rate for unsecured loans by the same bank.
Unitil proposes to issue short-term notes pursuant to both formal and
informal lines of credit with lending institutions. Unitil's current borrowing
agreements, described above and attached as Exhibits B-2, B-3 and B-4 are
typical of the forms of short-term notes proposed to be used by Unitil.
Short-term unsecured promissory notes will be issued by Unitil to a particular
lending institution prior to the first borrowing under that promissory note.
Borrowings will be evidenced on a "grid" schedule, in the form attached to each
promissory note and will be recorded the day that the request for borrowing is
made. The bank holding the respective promissory notes will maintain the record
of borrowings and repayments without the necessity of issuing additional notes.
Unitil anticipates that the promissory notes used may vary from the forms
described above to reflect customary terms or particular lending practices and
policies of different lending institutions, but otherwise will be substantially
similar.
Unitil's present and proposed short-term borrowing arrangements provide,
and will provide, for borrowings at the so-called "Base Rate" or "prime rate"
and are subject to prepayment at the borrower's option. The borrowing rate shall
change as the base rate changes. In addition, short-term notes may provide
informal borrowings at sub-prime rate or Money Market Rate which may be made
available under each credit line arrangement. Money Market Rates are fixed
rates. Under Unitil's current short-term borrowing arrangements, Money Market
Rate borrowings are not subject to prepayment. Money Market Rate borrowings
under the proposed facilities may or may not be subject to prepayment.
Borrowings under the proposed credit agreements will not exceed the shorter
of the term of the particular line of credit or nine months. Short-term notes
issued on a transactional basis, will be dated as of the date of issue, will
have a maximum term of nine months and will bear interest at the Base or Money
Market Rate, described above.
Unitil requests authority to secure both formal and informal credit lines
with a number of lending institutions. Formal credit lines under the proposed
facilities may be subject to
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compensating balances and/or fee requirements. Compensating balance requirements
will not exceed 5% of the committed credit line amount, and fees will not exceed
50 basis points times the total line of credit. Unitil may change its credit
line arrangements and obtain additional formal or informal credit lines over
time. The continued availability of such credit lines is subject to the
continued review of the lending institutions.
Unitil requests authority to renew and extend current short-term borrowings
under the existing and proposed facilities as such borrowings mature and/or
secure credit lines with other lending institutions under similar conditions, to
refund such short-term borrowings with other, similar short-term borrowings, to
repay such short-term borrowings or to increase their amount from time to time
up to an aggregate amount of $25 million, the maximum limit approved by the
Unitil Board of Directors (see Exhibit B-6). Unitil requests that the authority
to undertake new short-term borrowing be granted through June 30, 2003.
Unitil expects to use the proceeds derived from short-term bank borrowings
authorized by this Commission pursuant to this application/declaration for: (i)
loans or advances to subsidiaries, through the Pooling Agreement, (ii) payment
of indebtedness, (iii) short-term cash needs which may arise due to payment
timing differences, and (iv) other general purposes.
B. Short-Term Borrowing by Fitchburg - Pooling Agreement and Other
Fitchburg requests that it be authorized by the Commission to incur
short-term borrowings from any source, including the Money Pool, in an aggregate
principal amount at any one time outstanding not to exceed $20 million, which is
within the maximum limit approved by its Board of Directors (see Exhibit B-5).
It is anticipated that most short-term borrowings by Fitchburg will be made
pursuant to the Pooling Agreement. However, the Fitchburg board resolutions do
not prohibit Fitchburg from short-term borrowing outside of the Pooling
Agreement. Accordingly, Fitchburg seeks Commission authorization for short-term
borrowings up to $20 million through the Pooling Agreement and through direct
borrowings from commercial banks.
Fitchburg will use the proceeds from its short-term borrowing primarily to
meet working capital requirements and provide interim financing for its utility
construction expenditures. In addition to construction and other physical
improvements, the funds will be used for permitted debt and preferred stock
sinking fund redemptions.
Any short-term borrowing from commercial banks undertaken by Fitchburg will
be under terms and conditions substantially similar to the terms and conditions
of the current short-term borrowing agreements between Unitil and its commercial
banks described above in Section A. Fitchburg proposes to issue short-term notes
pursuant to both formal and informal lines of credit with lending institutions.
Short-term promissory notes are expected to be issued to a particular lending
institution prior to the first borrowing under that promissory note from that
lender. Borrowings will be evidenced on a so called "grid" schedule, in the form
attached to each promissory note and will be recorded the day that the request
for borrowing is made. The bank holding the respective promissory notes will
maintain the record of borrowings and repayments without the necessity of
issuing additional notes. Fitchburg anticipates that the promissory notes
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used may vary from the forms described above to reflect customary terms or
particular lending practices and policies of different lending institutions, but
otherwise will be substantially similar.
Short-term borrowing arrangements will provide for borrowings at the
so-called "Base Rate" or "prime rate" and will be subject to prepayment at the
borrower's option. In addition, short-term notes may provide informal borrowings
at alternate Base Rates, sub-prime rates or Money Market Rates which are to be
made available under the line of credit arrangements. Money market rates are
fixed rate loans and may or may not be subject to prepayment. Any borrowing at
Money Market Rates will be at a rate not to exceed the prime rate for unsecured
loans by the same bank.
Borrowings under credit agreements with commercial banks will not exceed
the shorter of the term of the particular line of credit or nine months.
Short-term notes issues on a transactional basis will be dated as of the date of
issue, will have a maximum term of nine months and will bear interest at the
base or money market rate described above.
Fitchburg requests authority to secure both formal and informal credit
lines with a number of lending institutions. Formal credit lines may be subject
to compensating balances and/or fee requirements. Compensating balance
requirements will not exceed 5% of the committed credit line amount, and fees
will not to exceed 50 basis points times the total line of credit. The
Subsidiaries may change their credit line arrangements and obtain additional
formal or informal credit lines over time.
Pursuant to the requirements of Rule 24 under the Act, Unitil and its
subsidiaries have filed a quarterly report on short-term borrowings and money
pool transactions as required by the Commission's order approving short-term
borrowings and the Unitil Money Pool. Pro Forma Balance Sheets and Income
Statements for Unitil and Fitchburg giving effect to requested maximum
borrowings are attached.
C. Pooling Agreement
All the Applicants currently participate in the Money Pool pursuant to the
Pooling Agreement among Unitil and the Money Pool Participants. The Pooling
Agreement allows Unitil and the Money Pool Participants to invest their surplus
funds and the Money Pool Participants to obtain advances (i.e., borrow funds)
from the System's Money Pool. Unitil Service Corp. administers the Money Pool
for Unitil and the other Money Pool Participants on an "at cost basis". This
arrangement is used to : (i) provide the Money Pool Participants with funds
supplied internally by Unitil and the Money Pool Participants (i.e., surplus
funds) and from external sources (i.e., bank borrowings), as described below;
and (ii) invest surplus funds of Unitil and the Money Pool Participants in
various short-term money market instruments.
The Money Pool offers several advantages to Unitil and the Money Pool
Participants, including: lower overall short-term borrowing costs; a mechanism
for each Money Pool Participant to earn a higher return on interest from surplus
funds; and a decreased reliance on external funding sources. Lower borrowing
costs are derived from the elimination of the additional banking fees that would
be required if each Money Pool Participant had to maintain its
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own lines of credit and borrow on its own, and from reduction in the short-term
cost of money when Unitil borrows, in the aggregate, on behalf of the Money Pool
Participants, as opposed to each Money Pool Participant borrowing on its own. In
addition, the Money Pool provides a mechanism for each Money Pool Participant to
earn short-term interest on surplus funds that are loaned to other Money Pool
Participants, at a rate normally charged by Unitil's lead bank instead of at the
prevailing short-term investment rate. In addition to commercial paper, Unitil
may invest surplus funds in various institutional money market funds (as defined
by the Investment Company Act of 1940) or comparable interest bearing
instruments which seek to obtain a high level of current income while preserving
principal and liquidity. Overall, the Money Pool arrangement allows Unitil and
the Money Pool Participants to effectively maximize the use of internally
generated funds and, thereby, decrease the reliance on external funding sources.
In connection with the continued use of the Money Pool by Unitil and the
Money Pool Participants through June 30, 2003, Fitchburg seeks approval to make
loans to the other Money Pool Participants and incur borrowings from Unitil and
the other Money Pool Participants, and the Applicants seek approval to make
loans to Fitchburg.
ITEM 2. FEES, COMMISSIONS AND EXPENSES
The fees, commissions and expenses of the Applicants expected to be
paid or incurred, directly or indirectly, in connection with the transactions
described above are estimated as follows:
Legal fees .......................................... $5,000
Miscellaneous .......................................... $3,000
Total .......................................... $8,000
ITEM 3. APPLICABLE STATUTORY PROVISIONS
Sections 6(b), 7, 9(a) and 12(b) of the Act, and Rules 43 and 45
thereunder, are directly applicable to this Application-Declaration.
A. Bank Lines of Credit
Each of Unitil's and its Subsidiaries bank facilities is for a period of
less than nine months. However, Unitil's borrowing has in the past exceeded, and
will in the future, it is anticipated, exceed, the 5% threshold required for the
exemption from the requirement of Commission approval provided by Section 6(b)
of the Act. Accordingly, Unitil requests that the Commission allow this
declaration to become effective under Section 7 of the Act with respect to the
borrowing limit authorized by Unitil Board of Directors as discussed in Item
1.A. Unitil believes this approval is vital to the interest of Unitil, its
subsidiaries and its customers in order to give the financial flexibility
necessary to meet the capital construction and working capital requirements of
Unitil and its subsidiaries, and to allow the Unitil system to optimize any
future financing(s) to permit Unitil and its subsidiaries to obtain the best
terms and conditions, while increasing competition among potential lenders for
such financing(s).
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B. Short-Term Borrowing by Fitchburg
Fitchburg requests that this Application-Declaration be allowed to become
effective under Section 7 of the Act with respect to the borrowing limit
discussed in Item 1.B. above.
C. Pooling Agreement
Fitchburg requests under Sections 6(a), 7, 9(a), 10 and 12(b) of the Act
and Rules 43 and 45 thereunder that it be allowed to make loans to the other
Money Pool Participants and incur borrowings from Unitil and the other Money
Pool Participants under the Money Pool. The Applicants request under Sections
6(a), 7, 9(a), 10 and 12(b) of the Act and Rules 43 and 45 thereunder authority
to make loans to Fitchburg under the Money Pool.
ITEM 4. REGULATORY APPROVALS
The Money Pool has already been approved by the Massachusetts Department of
Public Utilities and the New Hampshire Public Utilities Commission. No state or
federal commission other than the Commission has jurisdiction with respect to
any of the proposed transactions other than as described in this item.
ITEM 5. PROCEDURE
It is requested that the Commission issue and publish no later than March
3, 2000, the requisite notice under Rule 23 with respect to the filing of this
Application-Declaration, such notice to specify a date not later than March 28,
2000 as the date after which an order granting and permitting this
Application-Declaration to become effective may be entered by the Commission and
that the Commission enter not later than March 29, 2000, an appropriate order
granting and permitting this Application-Declaration to become effective.
No recommended decision by a hearing officer or other responsible officer
of the Commission is necessary or required in this matter. The Division of
Investment Management of the Commission may assist in the preparation of the
Commission's decision in this matter. There should be no thirty-day waiting
period between the issuance and effective date of any order issued by the
Commission in this matter, and it is respectfully requested that any such order
be made effective immediately upon the entry thereof.
ITEM 6. EXHIBITS AND FINANCIAL STATEMENTS
a) Exhibits
Exhibit No. Description of Exhibit
- ----------- ----------------------
B-1 Cash Pooling and Loan Agreement, as amended (Filed with the
Commission as Exhibit A-1 to Form U-1 File No. 70-8623 and
incorporated by reference herein).
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B-2 Line of Credit and Promissory Note from BankBoston.
B-3 Line of Credit and Promissory Note from Fleet Bank - New
Hampshire.
B-4 Line of Credit and Promissory Note from Citizens Bank New
Hampshire.
B-5 Resolutions of Fitchburg Board of Directors (Filed with the
Commission as Exhibit A-4 to Form U-1 File No. 70-8066 and
incorporated by reference herein).
B-6 Resolutions of Unitil Board of Directors authorizing
short-term borrowing limits (Filed as Exhibit B-6 to Form
U-1 File No. 70-9053 and incorporated by reference herein).
D-1 New Hampshire Public Utilities Commission Order No. 18,416
(Filed with the Commission as Exhibit D-3 to Form U-1 File
No. 70-8066 and incorporated by reference herein).
D-2 New Hampshire Public Utilities Commission Order No. 17,373
(Filed with the Commission as Exhibit D-4 to Form U-1 File
No. 70-8066 and incorporated by reference herein).
D-3 Massachusetts Department of Public Utilities Commission
Order No. MDPU 89-66 (Filed with the Commission as Exhibit
D-5 to Form U-1 File No. 70-8066 and incorporated by
reference herein).
F-1 Opinion of Counsel (To be filed by Amendment).
F-2 "Past Tense" Opinion of Counsel (To be filed by Amendment).
G-1 Financial Data Schedule.
H-1 Proposed Form of Notice.
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b) Financial Statements
No. Description of Financial Statement
--- ------------------------------------
FS-1 Unitil Corporation and Subsidiary Companies Consolidated
Actual and Pro Forma Balance Sheets and Statement of
Earnings, September 30, 1999.
FS-2 Unitil Corporation and Subsidiary Companies Consolidated
Actual Balance Sheets and Statement of Earnings, September
30, 1999 (Filed with the Commission with Unitil's 10-Q for
the period ended September 30, 1999 and incorporated by
reference herein).
FS-3 Unitil Corporation (Company Only) Actual and Pro Forma
Balance Sheets and Statement of Earnings, September 30,
1999.
FS-4 Fitchburg Actual and Pro Forma Balance Sheet and Statement
of Earnings, September 30, 1999.
FS-5 Concord Electric Company Balance Sheet and Statement of
Earnings, September 30, 1999.
FS-6 Exeter & Hampton Electric Company Balance Sheet and
Statement of Earnings, September 30, 1999.
ITEM 7. INFORMATION AS TO ENVIRONMENTAL EFFECTS
None of the matters that are the subject of this Application-Declaration
involve a "major federal action" nor do they "significantly affect the quality
of the human environment" as those terms are used in Section 102(2)(C) of the
National Environmental Policy Act. None of the proposed transactions that are
the subject of this Application-Declaration will result in changes in the
operation of the Applicants that will have an impact on the environment. The
Applicants are not aware of any federal agency which has prepared or is
preparing an environmental impact statement with respect to the transactions
proposed herein.
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SIGNATURE
Pursuant to the requirements of the Public Utility Holding Company Act of
1935, the Applicants have duly caused this Application-Declaration to be signed
on their behalf by the undersigned thereunto duly authorized.
Dated: February 22, 2000
UNITIL CORPORATION
By: /s/ Mark H. Collin
-------------------
Name: Mark H. Collin
Title: Treasurer
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July 29, 1999
Mr. Mark H. Collin
Vice President - Corporate Finance
UNITIL Corporation
6 Liberty Lane West
Hampton, NH 03842-1720
Dear Mark:
We are pleased to confirm the renewal of our unsecured Line of Credit which will
be available to UNITIL Corporation through July 29, 2000. At the company's
request, we have decreased the line of credit from $13 million to $8 million.
Any borrowings under the Line will bear interest (on a 360-day basis) floating
daily at the Alternate Base Rate as in effect from time to time. For this Line
of Credit, Alternate Base Rate means, for any period, a fluctuating interest
rate per annum as shall be in effect from time to time which rate per annum
shall at all times be equal to the higher of:
(a) the rate of interest announced publicly by the Bank in Boston,
Massachusetts, from time to time, as the Bank's base rate; or
(b) 1/2 of one percent per annum above the daily Federal Funds Effective
Rate published by the Federal Reserve Bank of New York in Report H-15.
In addition to the Line, and for the same period ending July 29, 2000, we have
approved an informal Money Market lending arrangement for UNITIL. Under this
arrangement we will entertain Money Market loan requests for minimum amounts of
$500,000 at fixed rates out to sixty (60) days. Under no circumstances will the
prepayment of fixed rate loans be permitted. Money Market loans may be renewed
at rates as offered on their various maturities. At no time may the combination
of Alternate Base Rate loans and loans under the Money Market arrangement exceed
$8 million.
Please be aware that the Money Market arrangement is not a commitment to lend,
and from time to time, the Bank may choose not to quote a Money Market Rate for
any or all maturities.
In consideration for the availability of this Line of Credit, we will charge, on
a quarterly in arrears basis, a facility fee of 37.5 basis points times the Line
amount. Under separate cover, we will be forwarding to you a revised fee
schedule showing the amount owed and the date on which the Bank will debit
UNITIL's deposit account for the fee. As is normally the case, this Line of
Credit is available subject to our continued satisfaction with the financial
condition of UNITIL Corporation and its subsidiaries and to no substantive
changes in monetary or governmental regulations. Upon your advice by telephone
from time to time, we will lend you the agreed amount at our quoted rate of
interest by crediting such amount to your designated account with us.
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-2-
Borrowings will be evidenced by a Promissory Note in the form attached hereto.
Each borrowing and the corresponding information will be recorded the day of the
telephone call. Our corresponding advices of credit and debit will be additional
evidence of borrowings in the format described above, and you agree that absent
manifest error, this record shall be conclusive and binding.
This letter and the Promissory Note evidence your promise to pay all such
borrowings with interest on their respective maturity dates. Payment of the
principal amount of and interest on such borrowings shall be effected by
debiting the appropriate account with us on that day.
If the foregoing satisfactorily sets forth the terms and conditions of this
lending arrangement, please indicate your acceptance thereof by executing and
returning the attached copy of this letter and the attached Promissory Note.
We are pleased to provide this Line of Credit and look forward to the ongoing
development of our relationship.
Sincerely,
BankBoston, N.A.
By: /s/ Virginia Ryan
-----------------------
Virginia Ryan
Vice President
Energy & Utilities Division
UNITIL Corporation
By: /s/ Anthony J. Baratta, Jr.
-------------------------------
Duly Authorized Officer
Dated: July 28, 1999
-------------
Name: Anthony J. Baratta, Jr.
-----------------------
Title: Sr. Vice President and Chief
Financial Officer
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UNITIL CORPORATION
PROMISSORY NOTE
Boston, Massachusetts
$8,000,000 July 29, 1999
FOR VALUE RECEIVED, the undersigned hereby promises to pay to the order of
BANKBOSTON, N.A. (the "Bank"), at the head office of the Bank in Boston,
Massachusetts, the aggregate principal amount of all loans made by the bank to
the undersigned pursuant to the Letter Agreement, between the bank and the
undersigned dated July 29, 1999 as shown in the schedule attached hereto (the
"Note Schedule"), together with interest on each loan from the date such loan is
made until the maturity thereof at the applicable rate set forth in the Note
Schedule. The principal amount of each loan shall be payable on the maturity
date of such loan as indicated in the Note Schedule, and in any event, the
aggregate outstanding principal amount of all loans hereunder shall be due and
payable on July 29, 2000. Interest on the principal amount of each loan shall be
payable in arrears on the same day as the principal amount is due.
Any borrowings under the line will bear interest (on a 360-day basis) floating
daily at the Alternate Base Rate as in effect from time to time. For this Line
of Credit, Alternate Base Rate means, for any period, a fluctuating interest
rate per annurn as shall be in effect from time to time which rate per annurn
shall at all times be equal to the higher of: (i) the rate of interest announced
publicly by the Bank in Boston, Massachusetts, from time to time, as the Bank's
base rate; or (ii) 1/2 of one percent per annum above the daily Federal Funds
Effective Rate published by the Federal Reserve Bank of New York in Report H-15.
All payments shall be made in lawful currency of the United States of America in
immediately available funds.
Overdue payments of the principal of any loan (whether at stated maturity, by
acceleration or otherwise), and, to the extent permitted by law, overdue
interest, shall bear interest, payable on demand and compounded monthly, at a
rate per annurn equal to two percent above the Alternate Base Rate.
If any of the following events of default shall occur ("Defaults"): (a) default
in the payment or performance of any of the Obligations or of any obligations of
the Obligor or its subsidiaries to others for borrowed money or in respect of
any extension of credit or accommodation in excess of $500,000 which shall
continue uncured for any applicable grace period; (b) failure of any material
representation or warranty, statement or information in any documents or
financial statements delivered to the Bank for the purpose of inducing it to
make or maintain any loan under this Note to be true and correct; (c) failure of
the undersigned to file any tax return, or to pay or remit any tax, when due,
except for taxes which UNITIL Corporation is actively disputing and as to which
UNITIL Corporation is maintaining adequate reserves in accordance with Generally
Accepted Accounting Principles; (d) failure to furnish the holder promptly on
request with financial information about or to permit reasonable inspection by
the holder of books, records and properties of the Obligor; (e) the Obligor or
its subsidiaries generally not paying its debts as they become due; (f)
dissolution, termination of existence, insolvency, business failure, appointment
of a receiver or other custodian of any part of the property of, assignment for
the benefit of creditors by, or the commencement of any proceedings under any
bankruptcy of insolvency laws by or against, the Obligor or its subsidiaries (g)
change in
<PAGE>
-2-
the condition or affairs (financial or otherwise) of the Obligor or its
subsidiaries which in the opinion of the holder will impair its security or
increase it risk; then immediately and automatically with respect to any
Defaults set forth in clauses (e) and (f) above, and thereupon or at any time
thereafter with respect to each other Default (such Default not having been
previously cured), at the option of the holder, all Obligations of the
undersigned shall be come immediately due and payable without notice or demand.
The Obligor waives presentment, demand, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence under this Note.
As used herein "Obligor" means any person primarily or secondarily liable
hereunder or in respect hereto; "Obligation" means any obligation hereunder or
otherwise of any Obligor to the holder whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising; and
"holder" means the payee or any endorsee of this Note who is in possession of
it, or the bearer hereof if this Note is at the time payable to the bearer.
No delay or omission on the part of the holder in exercising any right hereunder
shall operate as a waiver of such right or of any other right under this Note.
No waiver of any right shall be effective unless in writing and signed by the
holder nor shall a waiver on one occasion be constructed as a bar to or waiver
of any such right or any future occasion.
The undersigned will pay on demand all costs of collection and attorneys' fees
paid or incurred by the holder in enforcing the Obligations of the Obligor.
Upon any advance under this Note, the Obligor is immediately required to provide
an executed copy of the Note including the date of the advance, the principal
amount of the advance, the maturity date, and the interest rate.
This instrument shall have the effect of an instrument executed under seal and
shall be governed by and construed in accordance with the laws of The
Commonwealth of Massachusetts.
UNITIL Corporation
By: /s/ Anthony J. Baratta, Jr.
----------------------------------
Name: Anthony J. Baratta, Jr.
--------------------------------
Title: Sr. Vice President and Chief Financial
Date: July 29, 1999 Officer
UNITIL Corporation
By: /s/ Mark H. Collin
----------------------------------
Name: Mark H. Collin
--------------------------------
Title: Treasurer
Date: July 29, 1999
<PAGE>
SCHEDULE
$8,000,000 Note dated July 29, 1999 of Unitil Corporation, payable to the order
of BANKBOSTON, N.A.
Date &
Date Principal Amt of
of Amount Maturity Interest Payment Notation
Loan of Loan Date Rate Received made by
: : : : :
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: : : : :
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: : : : :
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: : : : :
- -----------------------------------------------------------------------------
: : : : :
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: : : : :
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: : : : :
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: : : : :
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: : : : :
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[letterhead of Fleet]
July 1, 1999
Mr. Mark Collin, Vice President
Unitil Corp.
6 Liberty Lane West
Hampton, NH 03842-1720
Dear Mark:
We are pleased to advise you that Fleet Bank-NH (the "Bank") has renewed the
$8,000,000.00 Line of Credit for Unitil Corporation subject to the Bank's
periodic review. This Line of Credit will continue to be subject to the terms
and conditions of the Letter Agreement and Demand Note dated July 14, 1998.
Unless renewed, this line will expire on June 30, 2000.
Advances hereunder or renewal hereof will be made only if in the opinion of the
Bank there has been no material change of circumstances and if there exists no
default under any loan documentation executed by you.
We have enjoyed working with you this past year and look forward to meeting the
company's financial needs in the future. Please call if you have any questions
or concerns.
Sincerely,
/s/ Kenneth Sheldon
Kenneth Sheldon
Vice President
Corporate Banking
<PAGE>
LINE OF CREDIT PROMISSORY NOTE
$8,000,000 July 30, 1998
Manchester, New Hampshire
FOR VALUE RECEIVED, UNITIL CORPORATION, a New Hampshire corporation with a
principal place of business at 6 Liberty Lane West, Hampton, New Hampshire,
03842 (the "Borrower")(the Borrower and all other persons primarily or
secondarily liable hereunder or in respect hereto are sometimes referred to
herein as the "Obligor"), hereby promises to pay, ON DEMAND, to the order of
FLEET BANK-NH, a bank incorporated under the laws of the State of New Hampshire
with an office at 1155 Elm Street, Manchester, New Hampshire, 03101 (the
"Bank")(the Bank and any subsequent transferee of this Note, whether taking by
negotiation or otherwise, are sometimes referred to herein as the "Holder") at
such place of business or such other place as may be designated hereafter by the
holder hereof, the principal sum of Eight Million Dollars ($8,000,000.00) (or so
much thereof as may be advanced or readvanced by the Bank to the Borrower from
time to time hereafter, such amounts defined as the "Debit Balance" below)
together with interest on each such advance from the date thereof at a rate per
annum equal to (a) the Base Rate or (b) the Money Market Rate, as elected by the
Borrower.
This Note is being executed and delivered in accordance with the terms of a
certain Letter Agreement of even date between the Borrower and the Bank (the
"Letter Agreement") and the documents defined therein as the "Loan Documents".
Until such time as this Note becomes due and payable, interest shall be payable
monthly in arrears commencing on that date thirty (30) days from the date hereof
(or on such other date as may be agreed upon by the Borrower and the Bank to
provide for a convenient payment date) and continuing on the corresponding day
of each succeeding month thereafter.
The maximum principal amount outstanding under this Note shall be limited to
Eight Million Dollars ($8,000,000). Pursuant to the Letter Agreement, there
shall be due and payable from the Borrower to the Bank, and the Borrower shall
immediately pay to the Bank, without demand, any amount by which the Debit
Balance exceeds Eight Million Dollars ($8,000,000).
As used herein, "Base Rate" shall mean the interest rate per annum from time to
time announced and made effective by the Bank as the Base Rate or, as the case
may be, the Base, reference or other similar rate then designated by it for
general commercial lending reference purposes, it being understood that such
rate is a reference rate, not necessarily the lowest, established from time to
time which serves as the basis upon which effective rates of interest are
calculated for loan making reference thereto. Each time the Base Rate changes,
the interest rate hereunder shall change contemporaneously with such change in
the Base Rate.
As used herein, "Money Market Rate" shall mean the overnight or term money
market facilities rate per annum, which is communicated to the Borrower by the
Bank in respect of an advance evidenced hereby and which is accepted by the
Borrower for such advance evidenced hereby or which is so
-2-
<PAGE>
communicated and is hereby deemed to be so accepted as a result of the
Borrower's failure either to communicate its nonacceptance thereof or to repay
such advance on the date when made.
All amounts outstanding under the Line which are not subject to the Money Market
Rate shall bear interest at a variable annual rate equal to the Borrower's Base
Rate as provided hereinabove. Notwithstanding the foregoing provisions, the
Borrower may not convert existing Advances to Money Market Advances if at any
time either an Event of Default or a payment Default exists under the Loan
Documents. As used herein, "Money Market Advance" shall mean any amount
outstanding under the Line as to which the Borrower has elected a Money Market
Rate.
Interest at the Base Rate and the Money Market Rate shall be billed and payable
monthly in arrears, calculated on the basis of actual days elapsed over a three
hundred sixty (360) day banking year. An unused fee at the rate of one-quarter
of one percent (0.25%) per annum shall apply to the daily average of unadvanced
amounts under the Line (based upon the maximum amount of $8,000,000), determined
and payable quarterly in arrears through and until the Annual Review Date. All
payments shall be made in lawful currency of the United States of America in
immediately available funds. The Bank is authorized to charge the Borrower's
deposit account(s) maintained with the Bank to effect any payment on this Note.
Notwithstanding anything herein to the contrary, in the event that the interest
rate hereunder, as aforesaid, violates any applicable usury or similar statute,
the interest rate shall then automatically be deemed to be the highest rate of
interest then permitted.
The Borrower agrees that the Bank may make loan advances to the Borrower upon
verbal authority (which, if the Bank so requires, shall be followed by written
confirmation) of any officer executing this Note on behalf of the Borrower or
any other officer of the Borrower who is authorized in writing to borrow money
from the Bank and may deliver such advances by direct to any deposit account of
the Borrower with the Bank or otherwise as may be authorized in the Letter
Agreement. Notwithstanding anything to the contrary herein, the Bank may require
notice of requests for loan advances as may be provided in the Letter Agreement.
All such advances shall represent binding obligations of the Borrower.
The Borrower's "Debit Balance" shall mean the debit balance in an account on the
books of the Bank, maintained in the form of a ledger card, computer records or
otherwise in accordance with the Bank's customary practice and appropriate
accounting procedures wherein there shall be recorded the principal amount of
all advances made by the Bank to the Borrower, all principal amounts made by the
Borrower to the Bank hereunder, and all other appropriate debits and credits
(the "Loan Account"). The Bank shall render to the Borrower a statement of
account with respect to the Loan Account on a monthly basis. Such statement
shall indicate the Borrower's then current Debit Balance and any interest
amounts due and payable from the Borrower to Bank. Such statement may be based
on estimates of the principal amount outstanding and the interest rate for the
applicable payment period. Any required adjustments between such estimates and
actual amounts shall be reflected in subsequent statements.
-3-
<PAGE>
The Borrower acknowledges that this Note is to evidence the Borrower's
obligation to pay the Debit Balance, plus interest, as determined from time to
time and that it shall continue to do so despite the occurrence of intervals
when no Debit Balance exists because the Borrower has paid the previously
existing Debit Balance in full.
This Note is a DEMAND OBLIGATION. At the option of the Bank, this Note shall
become immediately due and payable in full, without further demand or notice, on
the earlier of (i) demand by the Bank, or (ii) the occurrence of an Event of
Default (as defined below).
The Holder may impose upon the Borrower a delinquency charge of five percent
(5%) of the amount of interest and principal not paid on or before the tenth
(10th) day after such installment is due. The entire principal balance hereof,
together with accrued interest, shall upon an occurrence of an Event of Default
or after maturity, whether by demand, acceleration or otherwise, bear interest
at the contract rate of this Note plus an additional two percent (2.00%) per
annum. The Borrower agrees to pay on demand all reasonable out-of-pocket costs
of collection hereof, including reasonable attorneys' fees, whether or not any
foreclosure or other action is instituted by the Holder in its discretion.
If any of the following events of default shall occur ("Event of Default"): (a)
default in the payment or performance of any of the Obligations or of any
obligations of any Obligor to others for borrowed money or in respect of any
extension of credit or accommodation: (b) failure of any representation or
warranty, statement or information in any documents or financial statements
delivered to the Holder for the purpose of inducing it to make or maintain any
loan under this Note to be true and correct; (c) failure of the undersigned to
file any tax return, or to pay or remit any tax, when due, unless the
undersigned contests the particular tax in good faith, and also maintains
adequate reserves to pay such tax, if unsuccessful in its action to contest; (d)
failure to furnish the Holder promptly on request with financial information
about, or to permit inspection by the Holder of books, records and properties to
any Obligor; (e) any Obligor generally not paying its debts as they become due;
(f) death, dissolution, termination of existence, insolvency, business failure,
appointment of a receiver or other custodian of any part of the property of,
assignment for the benefit of creditors by, or the commencement of any
proceedings (except for an involuntary bankruptcy petition against any Obligor
to which such Obligor files a proper answer thereto pursuant to Section 303(d)
of the Bankruptcy Code (11 USC 303(d)) within ten (10) days of receipt of notice
of said proceeding, which answer shall include a request that petitioning
creditors post adequate bond under Section 303(e)(11 USC 303(e))) under any
banruptcy or insolvency laws by or against, any Obligor; (g) a material adverse
change in the condition or affairs (financial or otherwise) of any Obligor which
in the opinion of the Holder will impair its security or increase its risk
including but not limited to any reduction of any Obligor's tangible net worth
by more than 10% from its level at the previous fiscal year end or the
occurrence of operating losses for any consecutive twelve month period; then the
Holder shall give written notice of such default and if such default is not
cured within five business days of delivery of such notice then immediately and
automatically with respect to any Defaults set forth in clauses (e) and (f)
above, and thereupon or at anytime thereafter with respect to each other default
(such Default not having been previously cured), at the option of the Holder,
all Obligations of the Obligor shall become immediately due and payable without
demand, and, if there is any collateral for the Obligations, the Holder shall
then have in any jurisdiction where enforcement hereof is sought, in
-4-
<PAGE>
addition to all other rights and remedies the rights and remedies of a secured
party under the Uniform Commercial Code as in effect in the State of New
Hampshire.
As used herein, "Obligation" means any obligation hereunder or otherwise of any
Obligor to the holder whether direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter arising.
As additional collateral, the Borrower grants (1) a security interest in, or
pledges, assigns and delivers, to the Holder, as appropriate, all deposits,
credits and other property now or hereafter due in the Holder to such Borrower
and (2) the right to set-off and apply (and a security interest in said right),
from time to time hereafter and without demand or prior notice of any nature,
all, or any portion, of such deposits, credits and other property, against the
indebtedness evidenced by this Note, whether the other collateral, if any, is
deemed adequate or not.
No delay or omission on the part of the Holder in exercising any right,
privilege or remedy shall impair such right, privilege or remedy or be construed
as a waiver thereof or of any other right, privilege or remedy. No waiver of any
night, privilege or remedy or any amendment to this Note shall be effective
unless made in writing and signed by the Holder. Under no circumstances shall an
effective waiver of any right, privilege or remedy on any one occasion
constitute or be construed as a bar to the exercise of or a waiver of such
right, privilege or remedy on any future occasion. The acceptance by the Holder
hereof of and payment after any default hereunder shall not operate to extend
the time of payment of any amount then remaining unpaid hereunder or constitute
a waiver of any rights of the Holder hereof under this Note.
All rights and remedies of the Holder, whether granted herein or otherwise,
shall be cumulative and may be exercised singularly or concurrently, and the
Holder shall have, in addition to all other rights and remedies, the rights and
remedies of a secured party under the Uniform Commercial Code of New Hampshire.
The Borrower waives, to the fullest extent permitted by law, presentment,
notice, protest and all other demands and notices and assent (1) to any
extension of the time of payment or any other indulgence, (2) to any
substitution, exchange or release of collateral, and (3) to the release of any
other person primarily or secondarily liable for the obligations evidenced
hereby.
This Note and the provisions hereof shall be binding upon the Borrower and the
Borrower's heirs, administrators, executors, successors, legal representatives
and assigns and shall inure to the benefit of the Holder, the Holder's heirs,
administrators, executors, successors, legal representatives and assigns.
This Note may not be amended, changed or modified in any respect except by a
written document which has been executed by each party. This Note and all rights
and obligations hereunder, including matters of construction, validity and
performance, shall be governed by the laws of the State of New Hampshire.
-5-
<PAGE>
IN WITNESS WHEREOF, the Borrower, acting by and through its duly authorized
officer, has executed this Promissory Note on this 30th day of July, 1998.
UNITIL CORPORATION
By: /s/ Michael J. Dalton
--------------------------------
Its Duly Authorized President
By: /s/ Mark H. Collin
--------------------------------
Mark H. Collin, Treasurer
State of New Hampshire
County of Rockingham
The foregoing instrument was acknowledged before me this 30th day of
July, 1998, by Michael J. Dalton , duly authorized President of Unitil
Corporation, a New Hampshire corporation, on behalf of same.
--------------------------------
Notary Public
My Commission Expires:
Notary Seal:
State of New Hampshire
County of Rockingham
The foregoing instrument was acknowledged before me this 30th day of
July, 1998, by Mark H. Collin, duly authorized Treasurer of Unitil Corporation,
a New Hampshire corporation, on behalf of same.
--------------------------------
Notary Public
My Commission Expires:
Notary Seal:
-6-
<PAGE>
ADDENDUM A
Prepayment Penalty: At any time that (i) the interest rate on the Loan is a
fixed rate and (ii) the Bank in its sole discretion should determine that
current market conditions can accommodate a prepayment request, the Borrower
shall have the right at any time and from time to time to prepay the Loan in
whole (but not in part), and the Borrower shall pay to the bank a yield
maintenance fee in an amount computed as follows. The current rate for United
States Treasury securities (Bills on a discounted basis shall be converted to a
bond equivalent) with a maturity date closest to the maturity date of the term
chosen pursuant to the Fixed Rate Election as to which the prepayment is made
shall be subtracted from the "cost of funds" component of the fixed rate in
effect at the time of prepayment. If the result is zero or a negative number,
there shall be no yield maintenance fee. If the result is a positive number,
then the resulting percentage shall be multiplied by the amount of the principal
balance being prepaid. The resulting amount shall be divided by 360 and
multiplied by the number of days remaining in the term chosen pursuant to the
Fixed Rate Election as to which the prepayment is made. Said amount shall be
reduced to present value calculated by using the number of days remaining in the
designated term and using the above referenced United States Treasury security
rate and the number of days remaining in the term chosen pursuant to the Fixed
Rate Election as to which the prepayment is made. The resulting amount shall be
the yield maintenance fee due to the Bank upon prepayment of the fixed rate
Loan. Each reference in the paragraph to "Fixed Rate Election" shall mean the
election by the Borrower pursuant to the Letter Agreement of near or even date.
If by reason of an Event of Default the Bank elects to declare the Loan to be
immediately due and payable, then any yield maintenance fee with respect to the
Loan shall become due and payable in the same manner as though the Borrower had
exercised such right of repayment.
UNITIL CORPORATION
By: /s/ Michael J. Dalton
- --------------------------- -----------------------------
Witness Its Duly Authorized President
By: /s/ Mark H. Collin
- --------------------------- -----------------------------
Witness Mark H. Collin, Treasurer
-7-
[CITIZEN BANK LOGO] 134 Pleasant Street
Portsmouth, NH 03801
603-430-5500
September 14, 1999
Charles J. Kershaw, Jr.
Assistant Treasurer
Unitil Corporation
6 Liberty Lane West
Hampton, NH 03842-1720
Dear Chuck:
On behalf of Citizens Bank New Hampshire, I am pleased to advise you that a
$5,000,000.00 Line of Credit available to Unitil Corporation has been approved.
Outlined below is a synopsis of the primary terms and conditions:
Borrower: Unitil Corporation
Loan Amount: $5,000,000.00
Facility Type: Revolving Line of Credit
Purpose: Working Capital and Capital Expenditures
Expiration/
Maturity: Committed through 8/30/00
Repayment: Principal and interest due on the maturity of each
advance.
Interest Rate: Libor + .4% (.1% reduction) daily, weekly and on 30,
60, 90 day options
Fee: None
Collateral: Unsecured
Guarantees: None
Financial
Reporting: 1) Annual Audited Fiscal Year End Financial
Results and 10K Report
2) Quarterly 10Q Report
Formula/
Advance Rate: None
<PAGE>
Unitil Corporation
September 14, 1999
Page 2
Financial
Covenants: None
Other: Cross-defaulted with all other debt of borrower
and subsidiaries.
Please be advised that the aforementioned terms and conditions represent a
change in the committed dollar amount and the interest rate from the existing
structure. This commitment for renewal shall be deemed accepted by the Borrower
upon delivery to the Bank of the signed original of this letter. This commitment
will expire at the close of business on October 10, 1999.
We appreciate the opportunity to serve your financial needs. As always, thank
you for choosing Citizens Bank and should you have any questions or concerns
please do not hesitate to contact me at 430-5565.
Sincerely,
/s/ Tara F. Trafaton
- ---------------------------------
Tara F. Trafton
Vice President
Commercial Banking Division
Acknowledged and Accepted:
Unitil Corporation
By: /s/ Anthony J. Baratta, Jr. Date:
------------------------------- ----------------
Its Duly Authorized:
Anthony J. Baratta, Jr. September 20, 1999
Sr. Vice President and
Chief Financial Officer
<PAGE>
PROMISSORY NOTE
$5,000,000.00 Portsmouth, NH
September 20, 1999
FOR VALUE RECEIVED, the undersigned UNITIL CORPORATION hereby promises to
pay to the order of CITIZENS BANK NEW HAMPSHIRE (the "Bank"), at the office of
the Bank in Portsmouth, New Hampshire, the aggregate principal amount of all
loans made by the Bank to the undersigned pursuant to the Letter Agreement
between the Bank and the undersigned dated September 20 , 1999, as shown in the
schedule attached hereto (the "Note Schedule"), together with interest on each
loan from the date such loan is made until the maturity thereof at the
applicable rate set forth in the Note Schedule. The principal amount of each
loan shall be payable on the maturity date of such loan as indicated in the Note
Schedule, and, in any event, the aggregate outstanding principal amount of all
loans hereunder shall be due and payable on August 30, 2000. Interest on the
principal amount of each loan shall be payable on the same date as the principal
amount is due.
All loans under this Note will bear interest (computed on a 360 day per
year basis) at the Alternate Base Rate as in effect from time to time. Alternate
Base Rate means, for each loan, the London Interbank Offered Rate ("LIBOR") for
the term of the loan [which must be selected by the undersigned at the time of
the Loan and shall not exceed ninety (90) days] as in effect on the date of the
loan plus four-tenths of one percent per annum. All payments shall be made in
lawful currency of the United States of America in immediately available funds.
Principal not paid when due shall bear interest from the maturity date,
payable on demand and compounded monthly, at a rate per annum equal to two
percent above the Alternate Base Rate.
Any principal paid prior to its maturity date shall nevertheless bear
interest at the designated rate through the maturity date which interest shall
be paid as a prepayment fee on or before the maturity date.
If any of the following events of default shall occur ("Defaults"): (a)
default in the payment or performance of any of the Obligations or of any
obligation of the Obligor or its subsidiaries to others for borrowed money or in
respect of any extension of credit or accommodation which shall continue uncured
for any applicable grace period; (b) failure of any material representation or
warranty, statement, or information in any documents or financial statements
delivered to the Bank for the purpose of inducing it to make or maintain any
loan under this Note to be true and correct; (c) failure of the undersigned to
file any tax return, or to pay or remit any tax, when due, except for taxes
which UNITIL Corporation is actively disputing and as to which UNITIL
Corporation is maintaining adequate reserves in accordance with Generally
Accepted Accounting Principles; (d) failure to furnish the holder promptly on
request with financial information about or to permit reasonable inspection by
the holder of books, records and properties of the Obligor; (e) the Obligor or
its subsidiaries generally not paying its debts as they become due; (f)
dissolution, termination of existence, insolvency, business failure,
<PAGE>
appointment of a receiver or other custodian of any part of the property of,
assignment for the benefit of creditors by, or the commencement of any
proceedings under any bankruptcy or insolvency laws by or against, the Obligor
or its subsidiaries; (g) change in the condition or affairs (financial or
otherwise) of the Obligor or its subsidiaries which in the opinion of the holder
will impair its security or increase its risk; thence immediately and
automatically with respect to any Defaults set forth in clauses (e) and (f)
above, and thereupon or at any time thereafter, with respect to each other
Default (such Default not having been previously cured), at the option of the
holder, all Obligations of the undersigned shall become immediately due and
payable without notice or demand and Bank shall have no further duty to make any
additional loans.
The Obligor waives presentment, demand, notice of dishonor, protest and all
other demands and notices in connection with the delivery, acceptance,
performance, default or enforcement of this Note, and assents to any extension
or postponement of the time of payment or any other indulgence under this Note.
As used herein "Obligor" means any person primarily or secondarily liable
hereunder or in respect hereto; "Obligation" means any obligation hereunder or
otherwise of any Obligor to the holder, whether direct or indirect, absolute or
contingent, due or to become due, now existing or hereafter arising; and
"holder" means the payee or any endorsee of this Note who is in possession of
it, or the bearer hereof if this Note is at the time payable to the bearer.
No delay or omission on the part of the holder in exercising any right
hereunder shall operate as a waiver of such right or of any other right under
this Note. No waiver of any right shall be effective unless in writing and
signed by the holder nor shall a waiver on one occasion be constructed as a bar
to or waiver of any such right or any future occasion.
The undersigned will pay on demand all costs of collection and attorneys'
fees paid or incurred by the holder in enforcing the Obligations of the Obligor.
Upon any advance under this Note, the Obligor is immediately required to provide
an executed copy of the Note including the date of the advance, the principal
amount of the advance, the maturity date, and the interest rate.
This instrument shall have the effect of an instrument executed under seal
and shall be governed by and construed in accordance with the laws of the State
of New Hampshire.
UNITIL CORPORATION
By: /s/ Mark H. Collin
-------------------------------
Mark H. Collin, Treasurer
By: /s/ Anthony Baratta
-------------------------------
Anthony Baratta, Chief Financial Officer
and Sr. Vice President
-2-
<PAGE>
SCHEDULE TO PROMISSORY NOTE
OF UNITIL CORPORATION
Date and
Principal Amount of
Amount Maturity Interest Payment Notation
Date of Loan of Loan Date Rate Received Made by
------------ ------- ---- ---- -------- -------
<PAGE>
CITIZENS BANK NEW HAMPSHIRE
September 14, 1999
Mark H. Collin, Treasurer,
UNITIL CORP.
6 Liberty Lane West
Hampton, New Hampshire 03842
Dear Mark:
This letter agreement sets forth the terms under which Citizens Bank New
Hampshire (the "Bank") will make available to UNITIL Corporation (the
"Borrower") a Line of Credit for up to $5,000,000.00 until August 30, 2000 (the
"Line").
Any loan under this Line will bear interest (computed on a 360 day per year
basis) at the Alternate Base Rate as in effect on the date of the particular
loan. For this Line, Alternate Base Rate means, for each loan, the London
Interbank Offered Rate ("LIBOR") for the term of the loan [not to exceed ninety
(90) days] as in effect on the date of the loan plus four-tenths of one percent
per annum.
Each loan must be not less than $500,000.00. This Line is available subject
to Bank's continued satisfaction with the financial condition of Borrower and
its subsidiaries and to no substantive changes in monetary or governmental
regulations. Borrower shall deliver to Bank: annual report and 10K report by
April 30; and 10-Q by ninety (90) days after the close of each calendar quarter.
The Borrower shall establish and fund an account with the Bank which the
Bank may debit for payments due, quarterly fees, and other amounts due. Loan
advances will be made upon telephone request by officers designated in writing
by Borrower and shall be deposited by Bank into the account.
Loans will be evidenced by a Promissory Note in the form attached hereto.
Each loan and the corresponding information (date, amount, maturity date, and
interest rate) will be recorded the date of this telephone request. Bank's
corresponding advices of credit and debit will be additional evidence of loans
in the format described above, and Borrower agrees that absent manifest error
this record shall be conclusive and binding.
Year 2000. Borrower represents and warrants to Bank (which representation
and warranty shall survive the making of the loan) that Borrower has taken all
necessary action to assess, evaluate and correct all of the hardware, software,
embedded microchips and other processing capabilities it uses, directly or
indirectly, to ensure that it will be able to function
-4-
<PAGE>
accurately and without interruption or ambiguity using date information before,
during and after January 1, 2000. If Bank has reason to believe, based on
verifiable objective information, that Borrower is or will not be in compliance
with this Year 2000 representation and warranty, Bank may declare Borrower in
default under this Agreement.
Borrower acknowledges that Bank has disclosed the following finance charges
in connection with this loan: interest at the rate set forth above and in the
Note.
If the foregoing satisfactorily sets forth the terms and conditions of this
lending arrangement, please indicate your acceptance thereof by executing and
returning the attached copy of this letter and the attached Promissory Note.
We are pleased to provide this Line of Credit and look forward to the
ongoing development of our relationship.
Sincerely,
CITIZENS BANK NEW HAMPSHIRE
By: /s/ [Illegible]
-------------------------------------
Its: YP
AGREED AND ACCEPTED:
UNITIL CORPORATION
By: /s/ Mark H. Collin
--------------------------------------
Mark H. Collin, Treasurer
By: /s/ Anthony Baratta
--------------------------------------
Anthony Baratta, Chief Financial Officer
and Sr. Vice President
-5-
Exhibit H-1
SECURITIES AND EXCHANGE COMMISSION
(Release No. 35- )
Filings Under the Public Utility Holding Company Act of 1935, as amended ("Act")
Unitil Corporation et al. (70- )
Unitil Corporation ("Unitil"), 6 Liberty Lane West, Hampton, New Hampshire,
03842- 1270, a registered holding company under the Act, and its wholly owned
subsidiary companies, Concord Electric Company ("Concord"), Exeter & Hampton
Electric Company ("Exeter") and Fitchburg Gas and Electric Light Company
("Fitchburg") (the "Subsidiaries" and together with Unitil the "Applicants")
have filed an application-declaration under Sections 6(b), 7, 9(a) and 12(b) of
the Act and Rules 43 and 45 thereunder.
Unitil requests authorization for short-term borrowing on a revolving basis
under current and proposed unsecured facilities from certain banks up to an
aggregate amount of $25,000,000 for a period of time through June 30, 2003.
Fitchburg requests authorization for short-term borrowings from any source,
including the system money pool ("Money Pool"), in an aggregate principal amount
at any one time outstanding not to exceed $20,000,000 for a period of time
through June 30, 2003.
In connection with the continued use of the Money Pool by Unitil and
Concord, Exeter, Fitchburg, Unitil Power Corp., Unitil Realty Corp., Unitil
Resources, Inc. and Unitil Service Corp. (collectively, the "Money Pool
Participants"), pursuant to the Cash Pooling and Loan Agreement ("Pooling
Agreement") among UNITIL and the Money Pool Participants dated as of February 1,
1985, as amended, Fitchburg requests authorization to make loans to the other
Money Pool Participants and incur borrowings from Unitil and the other Money
Pool Participants, and the Applicants request authorization to make loans to
Fitchburg, both through June 30, 2003.
For the Commission, by the Division of Investment Management, pursuant to
delegated authority.
<TABLE>
<CAPTION>
UNITIL CORPORATION
CONSOLIDATED BALANCE SHEETS (000's) (A)
ASSETS: (Unaudited)
September 30,
1999 Adjustments Pro Formed
------------------ --------------- --------------
<S> <C> <C> <C>
Utility Plant
Electric $161,994 $161,994
Gas 33,394 33,394
Common 21,890 21,890
Construction Work in Progress 2,338 22,500(E) 24,838
------------------ --------------- --------------
Utility Plant 219,616 22,500 242,116
Less: Accumulated Depreciation 67,376 67,376
------------------ --------------- --------------
Net Utility Plant 152,240 22,500 174,740
------------------ --------------- --------------
Current Assets:
Cash 3,150 3,150
Accounts Receivable 15,469 15,469
Materials and Supplies 2,829 2,829
Prepayments 667 667
Accrued Revenue 5,246 5,246
------------------ --------------- --------------
Total Current Assets 27,361 27,361
Noncurrent Assets:
Regulatory Assets 161,746 161,746
Prepaid Pension Costs 8,888 8,888
Debt Issuance Costs 1,367 1,367
Other Noncurrent Assets 23,668 23,668
------------------ --------------- --------------
Total Noncurrent Assets 195,669 195,669
------------------ --------------- --------------
TOTAL $375,270 $22,500 $397,770
================== =============== ==============
</TABLE>
<TABLE>
<CAPTION>
UNITIL CORPORATION
CONSOLIDATED BALANCE SHEETS (000's) (A)
CAPITALIZATION AND LIABILITIES: (Unaudited)
September 30,
1999 Adjustments Pro Formed
------------------ --------------- --------------
<S> <C> <C> <C>
Capitalization:
Common Stock Equity $76,177 ($641)(D) $75,536
Preferred Stock, Non-Redeemable 225 225
Preferred Stock, Redeemable 3,532 3,532
Long-term Debt, Less Current Portion 85,015 85,015
------------------ --------------- --------------
Total Capitalization 164,949 (641) 164,308
Current Liabilities:
Long-term Debt, Current Portion 1,187 1,187
Capitalized Lease, Current Portion 813 813
Accounts Payable 14,777 14,777
Short-Term Debt 2,500 22,500 (F) 25,000
Dividends Declared and Payable 1,838 1,838
Refundable Customer Deposits 1,248 1,248
Taxes Refundable (1,914) (371)(B) (2,285)
Interest Payable 1,378 1,012 (C) 2,390
Other Current Liabilities 4,035 4,035
------------------ --------------- --------------
Total Current Liabilities 25,862 23,141 49,003
<PAGE>
Deferred Income Taxes 43,255 43,255
------------------ --------------- --------------
Noncurrent Liabilities
Power Supply Contract Obligations 128,651 128,651
Capitalized Leases, Less Current Portion 3,820 3,820
Other Deferred Credits 8,733 8,733
------------------ --------------- --------------
Total Noncurrent Liabilities 141,204 141,204
------------------ --------------- --------------
TOTAL $375,270 $22,500 $397,770
================== =============== ==============
</TABLE>
<TABLE>
<CAPTION>
UNITIL CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS (000's) (A)
(Unaudited)
Nine Months Ended
September 30,
1999 Adjustments Pro Formed
------------------ --------------- --------------
<S> <C> <C> <C>
Operating Revenues:
Electric 115,053 115,053
Gas 12,648 12,648
Other 145 145
------------------ --------------- --------------
Total Operating Revenues 127,846 127,846
------------------ --------------- --------------
Operating Expenses:
Fuel and Purchased Power 75,470 75,470
Gas Purchased for Resale 6,902 6,902
Operating and Maintenance 18,683 18,683
Depreciation and Amortization 8,447 8,447
Provisions for Taxes:
Local Property and Other 4,214 4,214
Federal and State Income 2,785 (371)(B) 2,414
------------------ --------------- --------------
Total Operating Expenses 116,501 (371) 116,130
------------------ --------------- --------------
Operating Income 11,345 371 11,716
Non-operating Expense, Net 79 79
------------------ --------------- --------------
Income Before Interest Expense 11,266 371 11,637
Interest Expense, Net 5,215 1,012 (C) 6,227
------------------ --------------- --------------
Net Income 6,051 (641)(D) 5,410
Less Dividends on Preferred Stock 201 201
------------------ --------------- --------------
Net Income Applicable to Common Stock $5,850 ($641) $5,209
================== =============== ==============
</TABLE>
UNITIL CORPORATION
Notes to Pro Forma Consolidated Financial Statements
(A) These statements have been pro formed to reflect an increase in Short-Term
Debt to the requested borrowing limit and the corresponding impact on
expenses and Net Income.
(B) The reduction in taxes reflect the rise in interest expense which reduced
income for tax purposes.
(C) The cost of this increase in Short-Term Debt is reflected in higher
interest costs for the nine month period.
(D) Lower Net Income and Common Equity (e.g., Retained Earnings) reflects the
impact of higher interest expense.
(E) Assumes all borrowings are made to fund capital additions to plant.
(F) Reflects the incremental increase in Short-Term Debt to reach the borrowing
limit.
2
<PAGE>
<TABLE>
<CAPTION>
UNITIL CORPORATION (COMPANY ONLY)
BALANCE SHEETS (000's) (A)
ASSETS September 30,
1999 Adjustments Pro Formed
------------------ --------------- --------------
<S> <C> <C> <C>
Other Property and Investments
Investment in Associate Companies $49,326 $22,500(E) $72,326
Other Investments 3,272 3,272
------------------ --------------- --------------
Net Service Property 53,098 22,500 75,598
------------------ --------------- --------------
Current Assets:
Cash 7,177 7,177
Due from Affiliates 1,979 1,012(B) 1,885
Refundable Taxes 171 171
------------------ --------------- --------------
Total Current Assets 9,327 10,339
Noncurrent Assets 83 83
------------------ --------------- --------------
------------------ --------------- --------------
TOTAL $62,508 $23,512 $86,020
================== =============== ==============
</TABLE>
<TABLE>
<CAPTION>
UNITIL CORPORATION (COMPANY ONLY)
BALANCE SHEETS (000's) (A)
September 30,
CAPITALIZATION AND LIABILITIES: 1999 Adjustments Pro Formed
------------------ --------------- --------------
<S> <C> <C> <C>
Capitalization:
Common Stock Equity $57,125 $57,125
------------------ --------------- --------------
Total Capitalization 57,125 57,125
Current Liabilities:
Short-Term Debt 2,500 22,500(D) 25,000
Due to Affiliates 1,017 1,017
Dividends Declared and Payable 1,772 1,772
Interest Payable 94 1,012(B) 1,106
------------------ --------------- --------------
Total Current Liabilities 5,383 23,512 28,895
------------------ --------------- --------------
TOTAL $62,508 $23,512 $86,020
================== =============== ==============
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
UNITIL CORPORATION (COMPANY ONLY)
STATEMENT OF EARNINGS (000's) (A)
Nine Months Ended
September 30,
1999 Adjustments Pro Formed
------------------ --------------- --------------
<S> <C> <C> <C>
Operating Expenses:
Operating Expenses, Other $79 $79
Provisions for Taxes:
Federal and State Income 53 53
------------------ --------------- --------------
Total Operating Expenses 132 132
------------------ --------------- --------------
Operating Income (132) (132)
Non-operating Income 5,224 1,012(B) 6,236
------------------ --------------- --------------
Income Before Interest Expense 5,092 1,012 6,104
Interest Expense, Net 94 1,012(C) 1,106
------------------ --------------- --------------
Net Income $4,998 $4,998
================== =============== ==============
</TABLE>
UNITIL CORPORATION (Company Only)
Notes to Pro Forma Financial Statements
(A) These statements have been proformed to reflect an increase in Short-Term
Debt to the requested borrowing limit and the corresponding impact on
Interest Expenses and Non-operating income.
(B) Assumes interest costs will be billable through the Cash Pool to the client
companies and will become a receivable.
(C) The cost of this increase in Short-Term Debt is reflected in higher
interest costs for the nine month period.
(D) Reflects the incremental increase in Short-Term Debt to reach the borrowing
limit.
(E) Assumes all borrowed funds are reflected as an investment in the Cash Pool.
<TABLE>
<CAPTION>
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS (000's) (A)
September 30,
ASSETS 1999 Adjustments Pro Formed
------------------ --------------- --------------
<S> <C> <C> <C>
Utility Plant (at cost):
Electric $57,431 $57,431
Gas 33,394 33,394
Common 5,496 5,496
Construction Work in Progress 1,237 15,514(E) 16,751
------------------ --------------- --------------
Utility Plant 97,558 15,514 113,072
Less: Accumulated Depreciation 27,488 27,488
------------------ --------------- --------------
Net Utility Plant 70,070 15,514 85,584
------------------ --------------- --------------
Other Property and Investments 18 18
------------------ --------------- --------------
Current Assets:
Cash 209 209
Accounts Receivable 7,429 7,429
Due from Affiliates 560 560
Materials and Supplies (at average cost) 2,007 2,007
4
<PAGE>
Prepayments 296 296
Accrued Revenue 6,551 6,551
------------------ --------------- --------------
Total Current Assets 17,052 17,052
Noncurrent Assets
Regulatory Assets 161,066 161,066
Unamortized Debt Expense 392 392
Prepaid Pension Costs 3,185 3,185
Other 12,065 12,065
------------------ --------------- --------------
Total Noncurrent Assets 176,708 176,708
------------------ --------------- --------------
TOTAL $263,848 $15,514 $279,362
================== =============== ==============
</TABLE>
<TABLE>
<CAPTION>
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
CONSOLIDATED BALANCE SHEETS (000's) (A)
September 30,
CAPITALIZATION AND LIABILITIES 1999 Adjustments Pro Formed
------------------ --------------- --------------
<S> <C> <C> <C>
Capitalization:
Common Stock Equity 38,933 (433)(D) 38,500
Preferred Stock, Redeemable 2,340 2,340
Long-term Debt, Less Current Portion 43,000 43,000
------------------ --------------- --------------
Total Capitalization 84,273 (433) 83,840
Current Liabilities:
Long-term Debt, Current Portion 1,000 1,000
Capitalized Lease Obligations 172 172
Short-Term Debt 4,486 15,514 (F) 20,000
Accounts Payable 4,339 4,339
Due to Affiliate 858 858
Dividends Declared and Payable 1,063 1,063
Refundable Customer Deposits 283 283
Taxes Payable (Refundable) (1,966) (265)(B) (2,231)
Interest Payable 612 698 (C) 1,310
Other Current Liabilities 644 644
------------------ --------------- --------------
Total Current Liabilities 11,491 15,947 27,438
Deferred Income Taxes 30,595 30,595
------------------ --------------- --------------
Noncurrent Liabilities:
Power Supply Contract Obligations 129,688 129,688
Capitalized Lease Obligations 2,212 2,212
Other Noncurrent Liabilities 5,589 5,589
------------------ --------------- --------------
Total Noncurrent Liabilities 137,489 137,489
------------------ --------------- --------------
TOTAL $263,848 $15,514 $279,362
================== =============== ==============
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
CONSOLIDATED STATEMENTS OF EARNINGS (000's) (A)
Nine Months Ended
September 30,
1999 Adjustments Pro Formed
------------------ --------------- --------------
<S> <C> <C> <C>
Operating Revenues:
Electric $41,937 $41,937
Gas 12,648 12,648
------------------ --------------- --------------
Total Operating Revenues 54,585 54,585
------------------ --------------- --------------
Operating Expenses:
Fuel and Purchased Power 22,463 22,463
Gas Purchased for Resale 6,902 6,902
Operating Expenses, Other 9,777 9,777
Maintenance 1,492 1,492
Depreciation and Amortization 4,579 4,579
Provisions for Taxes:
Federal and State Income 1,866 (265)(B) 1,601
Local Property and Other 1,182 1,182
------------------ --------------- --------------
Total Operating Expenses 48,261 (265) 47,996
------------------ --------------- --------------
Operating Income 6,324 265 6,589
Non-operating Expense 4 4
------------------ --------------- --------------
Income Before Interest Expense 6,320 265 6,585
Interest Expense, Net 2,701 698 (C) 3,399
------------------ --------------- --------------
Net Income 3,619 ($433)(D) 3,186
Less Dividends on Preferred Stock 120 120
------------------ --------------- --------------
Net Income Applicable to Common Stock $3,499 ($433) $3,066
================== =============== ==============
</TABLE>
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
Notes to Pro Forma Financial Statements
(A) These statements have been pro formed to reflect an increase in Short-Term
Debt to the requested borrowing limit and the corresponding impact on
expenses and Net Income.
(B) The reduction in taxes reflect the rise in interest expense which reduced
income for tax purposes.
(C) The cost of this increase in Short-Term Debt is reflected in higher
interest costs for the nine month period.
(D) Lower Net Income and Common Equity (e.g., Retained Earnings) reflects the
impact of higher interest expense.
(E) Assumes all borrowings are made to fund additions to Utility Plant.
(F) Reflects the incremental increase in Short-Term to reach the borrowing
limit.
6
<PAGE>
Concord Electric Company
BALANCE SHEETS (000's)
September 30,
ASSETS 1999
------------------
Utility Plant (at original cost) $47,060
Less: Accumulated Depreciation 14,427
------------------
Net Utility Plant 32,633
Other Property and Investments 23
------------------
Current Assets:
Cash 327
Accounts Receivable 3,814
Due from Affiliates 243
Materials and Supplies (at average cost) 415
Prepayments 78
Accrued Revenue 610
------------------
Total Current Assets 5,487
Noncurrent Assets:
Debt Issuance Costs 451
Prepaid Pension Costs 2,716
Other 3,348
------------------
Total Noncurrent Assets 6,515
------------------
TOTAL $44,658
==================
Concord Electric Company
BALANCE SHEETS (000's)
September 30,
CAPITALIZATION AND LIABILITIES 1999
------------------
Capitalization:
Common Stock Equity: $11,992
Preferred Stock, Non-redeemable 225
Preferred Stock, Redeemable 215
Long-term Debt, Less Current Portion 16,000
------------------
Total Capitalization 28,432
Current Liabilities:
Long-term Debt, Current Portion
Short-Term Debt 4,135
Accounts Payable 58
Due to Affiliates 3,434
Refundable Customer Deposits 276
Dividends Declared and Payable 300
Taxes Payable 326
Interest Accrued 291
Other Current Liabilities 242
------------------
Total Current Liabilities 9,062
Noncurrent Liabilities:
Unamortized Investment Tax Credit 125
Construction Advances 116
Other 1,197
------------------
Total Deferred Credits 1,438
Deferred Federal Income Tax 5,726
------------------
TOTAL $44,658
==================
7
<PAGE>
Concord Electric Company
STATEMENTS OF EARNINGS (000's)
Nine Months Ended
September 30,
1999
------------------
Operating Revenues $35,079
------------------
Operating Expenses:
Purchased Power 27,143
Operating Expenses, Other 2,343
Maintenance 434
Depreciation and Amortization 1,166
Provisions for Taxes:
Local Property and Other 1,351
Federal & State Income 410
------------------
Total Operating Expense 32,847
------------------
Operating Income 2,232
Non-operating Expense 6
------------------
Income Before Interest Expense 2,226
Interest Expense, Net 1,056
------------------
Net Income 1,170
Less Dividends on Preferred Stock 24
------------------
Net Income Applicable to Common Stock $1,146
==================
Exeter & Hampton Electric Company
BALANCE SHEETS (000's)
September 30,
ASSETS: 1999
------------------
Utility Plant (at original cost) $58,603
Less: Accumulated Depreciation 21,178
------------------
Net Utility Plant 37,425
Non-operating Property and Investments 1
------------------
Current Assets:
Cash 331
Accounts Receivable 4,035
Due from Affiliates 8
Materials and Supplies 406
Prepayments 75
Accrued Revenue 899
------------------
Total Current Assets 5,754
Noncurrent Assets:
Debt Issuance Costs 385
Prepaid Pension Costs 3,799
Other 3,372
------------------
Total Deferred Debits 7,556
------------------
TOTAL $50,736
==================
8
<PAGE>
Exeter & Hampton Electric Company
BALANCE SHEETS (000's)
September 30,
CAPITALIZATION AND LIABILITIES: 1999
------------------
Capitalization:
Common Stock Equity 13,226
Redememable Preferred Stock 977
Long Term Debt, Less Current Portion 19,000
------------------
Total Capitalization 33,203
Current Liabilities:
Long-term Debt, Current Portion
Short-term Debt 4,219
Accounts Payable 100
Due to Affiliates 3,610
Dividends Declared and Payable 305
Refundable Customer Deposits 689
Taxes Payable 1
Interest Payable 408
Other Current Liabilities 192
------------------
Total Current Liabilities 9,524
Noncurrent Liabilities:
Unamortized Investment Tax Credit 155
Construction Advances 463
Other 330
------------------
Total Noncurrent Liabilities 948
Deferred Federal Income Tax 7,061
------------------
TOTAL $50,736
==================
Exeter & Hampton Electric Company
STATEMENTS OF EARNINGS (000's)
Nine Months Ended
September 30,
1999
------------------
Operating Revenues $38,749
------------------
Operating Expenses:
Purchased Power 30,414
Operating Expenses, Other 2,444
Maintenance 445
Depreciation and Amortization 1,510
Provisions for Taxes:
Local Property and Other 1,082
Federal Income 439
------------------
Total Operating Expense 36,334
------------------
Operating Income 2,415
Non-operating Expense
------------------
Income Before Interest Expense 2,415
Interest Expense, Net 1,233
------------------
Net Income 1,182
Less Dividends on Preferred Stock 57
------------------
Net Income Applicable to Common Stock $1,125
==================
9
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
CONSOLIDATED UNITIL CORPORATION
FINANCIAL DATA SCHEDULE OPUR-1
COLUMN 1 = ACTUAL
COLUMN 2 = PRO FORMA
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JAN-1-1999 JAN-1-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<BOOK-VALUE> PER-BOOK PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 152,240 174,740
<OTHER-PROPERTY-AND-INVEST> 0 0
<TOTAL-CURRENT-ASSETS> 27,361 27,361
<TOTAL-DEFERRED-CHARGES> 195,669 195,669
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 375,270 397,770
<COMMON> 40,186 40,186
<CAPITAL-SURPLUS-PAID-IN> 181 181
<RETAINED-EARNINGS> 35,810 35,169
<TOTAL-COMMON-STOCKHOLDERS-EQ> 76,177 75,536
3,532 3,532
225 225
<LONG-TERM-DEBT-NET> 85,015 85,015
<SHORT-TERM-NOTES> 2,500 25,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 1,187 1,187
0 0
<CAPITAL-LEASE-OBLIGATIONS> 3,820 3,820
<LEASES-CURRENT> 813 813
<OTHER-ITEMS-CAPITAL-AND-LIAB> 202,001 202,642
<TOT-CAPITALIZATION-AND-LIAB> 375,270 397,770
<GROSS-OPERATING-REVENUE> 127,846 127,846
<INCOME-TAX-EXPENSE> 2,785 2,414
<OTHER-OPERATING-EXPENSES> 113,716 113,716
<TOTAL-OPERATING-EXPENSES> 116,501 116,130
<OPERATING-INCOME-LOSS> 11,345 11,716
<OTHER-INCOME-NET> (79) (79)
<INCOME-BEFORE-INTEREST-EXPEN> 11,266 11,637
<TOTAL-INTEREST-EXPENSE> 5,215 6,227
<NET-INCOME> 6,051 5,410
201 201
<EARNINGS-AVAILABLE-FOR-COMM> 5,850 5,209
<COMMON-STOCK-DIVIDENDS> 6,442 6,442
<TOTAL-INTEREST-ON-BONDS> 4,848 4,848
<CASH-FLOW-OPERATIONS> 19,582 18,941
<EPS-BASIC> 1.25 1.11
<EPS-DILUTED> 1.25 1.11
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
UNITIL CORPORATION
FINANCIAL DATA SCHEDULE OPUR-1
COLUMN 1 = ACTUAL
COLUMN 2 = PRO FORMA
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JAN-1-1999 JAN-1-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<BOOK-VALUE> PER-BOOK PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 0 0
<OTHER-PROPERTY-AND-INVEST> 53,098 75,598
<TOTAL-CURRENT-ASSETS> 9,327 10,339
<TOTAL-DEFERRED-CHARGES> 83 83
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 62,508 86,020
<COMMON> 41,874 41,874
<CAPITAL-SURPLUS-PAID-IN> 181 181
<RETAINED-EARNINGS> 15,070 15,070
<TOTAL-COMMON-STOCKHOLDERS-EQ> 57,125 57,125
0 0
0 0
<LONG-TERM-DEBT-NET> 0 0
<SHORT-TERM-NOTES> 2,500 25,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 0 0
0 0
<CAPITAL-LEASE-OBLIGATIONS> 0 0
<LEASES-CURRENT> 0 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 2,883 3,895
<TOT-CAPITALIZATION-AND-LIAB> 62,508 86,020
<GROSS-OPERATING-REVENUE> 0 0
<INCOME-TAX-EXPENSE> 53 53
<OTHER-OPERATING-EXPENSES> 79 79
<TOTAL-OPERATING-EXPENSES> 132 132
<OPERATING-INCOME-LOSS> (132) (132)
<OTHER-INCOME-NET> 5,224 6,236
<INCOME-BEFORE-INTEREST-EXPEN> 5,092 6,104
<TOTAL-INTEREST-EXPENSE> 94 1,106
<NET-INCOME> 4,998 4,998
0 0
<EARNINGS-AVAILABLE-FOR-COMM> 0 0
<COMMON-STOCK-DIVIDENDS> 0 0
<TOTAL-INTEREST-ON-BONDS> 0 0
<CASH-FLOW-OPERATIONS> 6,686 6,686
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
FINANCIAL DATA SCHEDULE OPUR-1
COLUMN 1 = ACTUAL
COLUMN 2 = PRO FORMA
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1999 DEC-31-1999
<PERIOD-START> JAN-1-1999 JAN-1-1999
<PERIOD-END> SEP-30-1999 SEP-30-1999
<BOOK-VALUE> PER-BOOK PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 70,070 85,584
<OTHER-PROPERTY-AND-INVEST> 18 18
<TOTAL-CURRENT-ASSETS> 17,052 17,052
<TOTAL-DEFERRED-CHARGES> 176,708 176,708
<OTHER-ASSETS> 0 0
<TOTAL-ASSETS> 263,848 279,362
<COMMON> 12,444 12,444
<CAPITAL-SURPLUS-PAID-IN> 8,638 8,638
<RETAINED-EARNINGS> 17,851 17,418
<TOTAL-COMMON-STOCKHOLDERS-EQ> 38,933 38,500
2,340 2,340
0 0
<LONG-TERM-DEBT-NET> 43,000 43,000
<SHORT-TERM-NOTES> 4,486 20,000
<LONG-TERM-NOTES-PAYABLE> 0 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0 0
<LONG-TERM-DEBT-CURRENT-PORT> 1,000 1,000
0 0
<CAPITAL-LEASE-OBLIGATIONS> 2,212 2,212
<LEASES-CURRENT> 172 172
<OTHER-ITEMS-CAPITAL-AND-LIAB> 171,705 172,138
<TOT-CAPITALIZATION-AND-LIAB> 263,848 279,362
<GROSS-OPERATING-REVENUE> 54,585 54,585
<INCOME-TAX-EXPENSE> 1,866 1,601
<OTHER-OPERATING-EXPENSES> 46,395 46,395
<TOTAL-OPERATING-EXPENSES> 48,261 47,996
<OPERATING-INCOME-LOSS> 6,324 6,589
<OTHER-INCOME-NET> (4) (4)
<INCOME-BEFORE-INTEREST-EXPEN> 6,320 6,585
<TOTAL-INTEREST-EXPENSE> 2,701 3,399
<NET-INCOME> 3,619 3,186
120 120
<EARNINGS-AVAILABLE-FOR-COMM> 3,499 3,066
<COMMON-STOCK-DIVIDENDS> 3,158 3,158
<TOTAL-INTEREST-ON-BONDS> 1,666 1,666
<CASH-FLOW-OPERATIONS> 8,175 7,742
<EPS-BASIC> 2.81 2.46
<EPS-DILUTED> 2.81 2.46
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
CONCORD ELECTRIC COMPANY
FINANCIAL DATA SCHEDULE OPUR-1
COLUMN 1 = ACTUAL
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> SEP-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 32,633
<OTHER-PROPERTY-AND-INVEST> 23
<TOTAL-CURRENT-ASSETS> 5,487
<TOTAL-DEFERRED-CHARGES> 6,515
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 44,658
<COMMON> 1,467
<CAPITAL-SURPLUS-PAID-IN> 1,210
<RETAINED-EARNINGS> 9,315
<TOTAL-COMMON-STOCKHOLDERS-EQ> 11,992
215
225
<LONG-TERM-DEBT-NET> 16,000
<SHORT-TERM-NOTES> 4,135
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 12,091
<TOT-CAPITALIZATION-AND-LIAB> 44,658
<GROSS-OPERATING-REVENUE> 35,079
<INCOME-TAX-EXPENSE> 410
<OTHER-OPERATING-EXPENSES> 32,437
<TOTAL-OPERATING-EXPENSES> 32,847
<OPERATING-INCOME-LOSS> 2,232
<OTHER-INCOME-NET> (6)
<INCOME-BEFORE-INTEREST-EXPEN> 2,226
<TOTAL-INTEREST-EXPENSE> 1,056
<NET-INCOME> 1,170
24
<EARNINGS-AVAILABLE-FOR-COMM> 1,146
<COMMON-STOCK-DIVIDENDS> 816
<TOTAL-INTEREST-ON-BONDS> 904
<CASH-FLOW-OPERATIONS> 2,046
<EPS-BASIC> 8.70
<EPS-DILUTED> 8.70
</TABLE>
<TABLE> <S> <C>
<ARTICLE> OPUR1
<LEGEND>
EXETER & HAMPTON ELECTRIC COMPANY
FINANCIAL DATA SCHEDULE OPUR-1
COLUMN 1 = ACTUAL
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-1-1999
<PERIOD-END> SEP-30-1999
<BOOK-VALUE> PER-BOOK
<TOTAL-NET-UTILITY-PLANT> 37,425
<OTHER-PROPERTY-AND-INVEST> 1
<TOTAL-CURRENT-ASSETS> 5,754
<TOTAL-DEFERRED-CHARGES> 7,556
<OTHER-ASSETS> 0
<TOTAL-ASSETS> 50,736
<COMMON> 975
<CAPITAL-SURPLUS-PAID-IN> 2,167
<RETAINED-EARNINGS> 10,084
<TOTAL-COMMON-STOCKHOLDERS-EQ> 13,226
977
0
<LONG-TERM-DEBT-NET> 19,000
<SHORT-TERM-NOTES> 4,219
<LONG-TERM-NOTES-PAYABLE> 0
<COMMERCIAL-PAPER-OBLIGATIONS> 0
<LONG-TERM-DEBT-CURRENT-PORT> 0
0
<CAPITAL-LEASE-OBLIGATIONS> 0
<LEASES-CURRENT> 0
<OTHER-ITEMS-CAPITAL-AND-LIAB> 13,314
<TOT-CAPITALIZATION-AND-LIAB> 50,736
<GROSS-OPERATING-REVENUE> 38,749
<INCOME-TAX-EXPENSE> 439
<OTHER-OPERATING-EXPENSES> 35,895
<TOTAL-OPERATING-EXPENSES> 36,334
<OPERATING-INCOME-LOSS> 2,415
<OTHER-INCOME-NET> 0
<INCOME-BEFORE-INTEREST-EXPEN> 2,415
<TOTAL-INTEREST-EXPENSE> 1,233
<NET-INCOME> 1,182
57
<EARNINGS-AVAILABLE-FOR-COMM> 1,125
<COMMON-STOCK-DIVIDENDS> 864
<TOTAL-INTEREST-ON-BONDS> 1,095
<CASH-FLOW-OPERATIONS> 2,294
<EPS-BASIC> 5.77
<EPS-DILUTED> 5.77
</TABLE>
