CASH POOLING AND LOAN AGREEMENT
Dated as of February 1, 1985
UNITIL CORPORATION, a New Hampshire corporation ("UNITIL"), CONCORD
ELECTRIC COMPANY, a New Hampshire corporation ("Concord"), EXETER & HAMPTON
ELECTRIC COMPANY, a New Hampshire corporation ("Exeter"), UNITIL POWER CORP., a
New Hampshire corporation ("UNITIL Power"), and UNITIL SERVICE CORP., a New
Hampshire Corporation ("UNITIL Service") (UNITIL, Concord, Exeter, UNITIL Power
and UNITIL Service are hereinafter sometimes referred to individually as a
"Party" and collectively as the "Parties"), agree as follows:
Section 1. Certain Defined Terms.
As used in this Agreement and unless otherwise expressly indicated herein,
the following terms shall have the following meanings (such meanings to be
equally applicable to both the singular and plural forms of the terms defined):
"Advance" means an advance from the Cash Pool pursuant to Section
3 hereof and refers to a Bank Advance or a Surplus Advance.
"Bank Advance" means an Advance of Bank Borrowings.
"Bank Borrowings" means bank borrowings made by UNITIL and
contributed to the Cash Pool.
"Business Day" means a day of the year on which banks are not
required or authorized to close in Boston, Massachusetts.
"Cash Pool" means the pool of cash, comprising Surplus Funds and
Bank Borrowings, from which Advances are made.
"Surplus Advance" means an Advance of Surplus Funds.
"Surplus Funds" means surplus funds contributed to the Cash Pool
by the Parties.
Section 2. Contributions to the Cash Pool.
Funds contributed to the Cash Pool will be deposited in one or more common
bank deposit accounts established and maintained for the Cash Pool. Each Party
shall have an independent withdrawal authority with respect to the funds which
it has contributed to the Cash Pool and any earnings attributable to such funds
which are not funding an outstanding Advance.
Section 3. Advances
Section 3.01. (a) Each Party may request Advances from the Cash Pool from
time to time during the period from the date hereof until this Agreement is
terminated by written agreement of the Parties; provided, however, that the
aggregate amount of all Advances to be requested by any Party hereunder shall
not exceed the applicable borrowing limits, if any, established by such Party's
Board of Directors and any regulatory authority having jurisdiction over such
Party or established pursuant to any agreement binding upon such Party; and
provided, further, that UNITIL Power may not receive any Advances hereunder
until specifically authorized to receive such Advances by the New Hampshire
Public Utilities Commission ("NHPUC").
Section 3.02. To the extent possible, Advances will be made first from
Surplus Funds and second from Bank Borrowings.
Section 3.03. Surplus Advances will be made on a pro rata basis from the
Surplus Funds contributed to the Cash Pool by each Party in the proportion which
each Party's Surplus Funds in the Cash Pool bear to the total amount of Surplus
Funds in the Cash Pool.
Section 4. Interest on Advances.
Each Party receiving an Advance shall pay interest on the unpaid principal
amount of such Advance to the Cash Pool from the date of such Advance until such
principal amount shall be paid in full. The interest rate applicable on any day
to Surplus Advances shall be the daily rate of interest applicable to loans to
UNITIL by the bank designated from time to time by UNITIL as its "lead bank".
The interest rate applicable on any day to Bank Advances shall be calculated to
produce an aggregate interest charge on all such Bank Advances, at a rate which
shall be uniform for all such Bank Advances, equal to the net cost to UNITIL of
the Bank Borrowings used to fund such Bank Advances on such day.
Section 5. Repayment of Advances.
Each Party receiving an Advance shall repay the principal amount of such
Advance to the Cash Pool, together with all interest accrued thereon, within 365
days of the date on which such Advance was made, unless such day on which
payment is due is not a Business Day, in which case such payment shall be made
on the preceding Business Day.
Section 6. Bank Fees.
During the first year of this Agreement the costs of compensating balances,
commitment fees and fees paid to banks to maintain bank accounts and credit
lines for purposes of Bank Advances shall be allocated provisionally among the
Parties at the discretion of UNITIL Service. In each year thereafter such costs
and fees shall be allocated provisionally to each Party on a pro rata basis in
the proportion which each Party's aggregate principal amount of Advances for the
prior calendar year bore to the aggregate principal amount of all Advances for
such prior calendar year. Such costs and fees shall be retroactively reallocated
at the end of each calendar year on a pro rata basis in the proportion which
each Party's aggregate principal amount of Advances for such calendar year bore
to the aggregate principal amount of all Advances for such calendar year.
Section 7. Event of Default.
If any Party shall generally not pay its debts as such debts become due, or
shall admit in writing its inability to pay its debts generally, or shall make a
general assignment for the benefit of creditors; or any proceeding shall be
instituted by or against any Party seeking to adjudicate it a bankrupt or
insolvent, then the other Parties may declare the unpaid principal amount of any
Advances to such Party, and all interest thereon, to be forthwith due and
payable and all such amounts shall forthwith become due and payable.
Section 8. Amendments, Waivers.
This Agreement may not be modified or amended in any respect except in
writing executed by the Parties. No provision of this Agreement shall be deemed
waived unless such waiver is set forth in writing and executed by the Party
making such waiver.
Section 9. Legal Responsibility.
Nothing herein contained shall render any Party liable for the obligations
of any other Party hereunder and the rights, obligations and liabilities of the
Parties are several in accordance with their respective obligations, and not
joint.
Section 10. Records and Administration.
UNITIL Service shall be responsible for the administration of this
Agreement and for ensuring that all relationships and arrangements between the
Parties hereunder are in compliance with the authorization and any applicable
limitations of Report and Supplemental Order No. 17,343 of the NHPUC. UNITIL
Service shall further be responsible for the determination of all applicable
interest rates and charges to be applied to Advances outstanding at any time
hereunder, shall maintain records of all Advances, interest charges and accruals
and interest and principal payments for purposes hereof, and shall prepare
regular reports thereof for the Parties.
Section 11. Governing Law.
This Agreement shall be governed by, and construed in accordance with, the
laws of the State of New Hampshire.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.
CONCORD ELECTRIC COMPANY
By:
---------------------------------------------
Peter J. Stulgis, Vice President
By:
---------------------------------------------
Charles J. Kershaw, Jr., Assistant Treasurer
EXETER & HAMPTON ELECTRIC COMPANY
By:
----------------------------------------------
Peter J. Stulgis, Vice President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Assistant Treasurer
UNITIL Corporation
By:
----------------------------------------------
Peter J. Stulgis, Vice President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Assistant Treasurer
UNITIL Power Corp.
By:
----------------------------------------------
Michael J. Dalton, President
By:
----------------------------------------------
Douglas K. Macdonald, Treasurer
UNITIL Service Corp.
By:
----------------------------------------------
Peter J. Stulgis, President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Treasurer
<PAGE>
FIRST AMENDMENT TO CASH POOLING
AND LOAN AGREEMENT
This First Amendment to Cash Pooling and Loan Agreement is dated as of the
15th day of December 1986.
WHEREAS, UNITIL Corporation, a New Hampshire corporation ("UNITIL"),
Concord Electric Company, a New Hampshire corporation ("Concord"), Exeter &
Hampton Electric Company, a New Hampshire corporation ("Exeter"). UNITIL Power
Corp., a New Hampshire corporation ("UNITIL Power") and UNITIL Service Corp., a
New Hampshire corporation ("UNITIL Service") are parties to a Cash Pooling and
Loan Agreement dated as of February 1, 1985 (the "Agreement"); and
WHEREAS, UNITIL has acquired all of the outstanding capital stock of UNITIL
Realty Corp., a New Hampshire corporation ("Realty Corp."); and
WHEREAS, Realty Corp. and each of the parties to the Agreement desire that
Realty Corp. become a party to the Agreement.
NOW, THEREFORE, in consideration of the foregoing, the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency is hereby acknowledged by each party to the others, the parties
hereto agree as follows:
1. Realty Corp. is hereby admitted as a party to the Agreement and shall be
considered a "Party" " defined therein for all purposes thereof. By its
execution hereof, Realty Corp. agrees to be bound by all provisions of the
Agreement as if it were originally a party thereto.
2. All provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have caused this First Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
By:
----------------------------------------------
Peter J. Stulgis, Vice President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Assistant Treasurer
EXETER & HAMPTON ELECTRIC COMPANY
By:
----------------------------------------------
Peter J. Stulgis, Vice President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Assistant Treasurer
UNITIL Corporation
By:
----------------------------------------------
Peter J. Stulgis, Vice President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Assistant Treasurer
UNITIL Power Corporation
By:
----------------------------------------------
Michael J. Dalton, President
By:
----------------------------------------------
Douglas K. Macdonald, Treasurer
UNITIL Realty Corp.
By:
----------------------------------------------
Charles J. Kershaw, Jr., President
By:
----------------------------------------------
Richard F. Gilmore, Treasurer
UNITIL Service Corp.
By:
----------------------------------------------
Peter J. Stulgis, President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Treasurer
<PAGE>
SECOND AMENDMENT TO
CASH POOLING AND LOAN AGREEMENT
This Second Amendment to the Cash Pooling and Loan Agreement to become
effective at the time of the Merger of Fitchburg Gas and Electric Light Company
into UNITIL Corporation and dated April 29, 1992.
WHEREAS, UNITIL Corporation, a New Hampshire corporation ("UNITIL"),
Concord Electric Company, a New Hampshire corporation ("Concord"), Exeter &
Hampton Electric Company, a New Hampshire corporation ("Exeter"), UNITIL Power
Corp., a New Hampshire corporation ("UNITIL Power"), UNITIL Realty Corp.; a New
Hampshire corporation ("UNITIL Realty") and UNITIL Service Corp., a New
Hampshire corporation ("UNITIL Service") are parties to a Cash Pooling and Loan
Agreement dated as of February 1, 1985, as amended as of December 15, 1986 (the
"Agreement"); and
WHEREAS, UNITIL has acquired through merger all of the outstanding Common
Stock of Fitchburg Gas and Electric Light Company, a Massachusetts corporation
("Fitchburg"); and
WHEREAS, UNITIL has become a registered holding company under provisions of
the Public Utility Holding Company Act of 1935 ("PUCHA"), and
WHEREAS, Fitchburg and each of the parties to the Agreement desire that
Fitchburg become a party to the Agreement and that UNITIL conform to the
provisions of the PUCHA.
NOW, THEREFORE in consideration of the foregoing, the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency is hereby acknowledged by each party to the others, the parties
hereto agree as follows:
1. Fitchburg is hereby admitted as a party to the Agreement and shall be
considered a "party" as defined therein for all purposes thereof. By its
execution hereof, Fitchburg agrees to be bound by all provisions of the
Agreement as if it were originally a parry thereto.
2. Effective as of the date of the Merger, UNIM agrees to no longer request
or receive Advances from the Cash Pool, but will receive all other benefits
associated with this arrangement and bound by all other provisions of this
Agreement;
3. Except as described above, all provisions of the Agreement shall remain
in full force and effect.
<PAGE>
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
UNITIL CORPORATION
By:
----------------------------------------------
MICHAEL J. DALTON, President
By:
----------------------------------------------
Gail S. Brown, Treasurer
CONCORD ELECTRIC COMPANY
By:
----------------------------------------------
Michael J. Dalton, President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Treasurer
EXETER & HAMPTON ELECTRIC COMPANY
By:
----------------------------------------------
Michael J. Dalton, President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Treasurer
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By:
----------------------------------------------
Frank L. Childs, President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Treasurer
UNITIL POWER CORP.
By:
----------------------------------------------
Michael J. Dalton, President
By:
----------------------------------------------
Charles J. Kershaw, Jr., Treasurer
UNITIL REALTY CORP.
By:
-----------------------------------------------
Frank L. Childs, President
By:
-----------------------------------------------
Charles J. Kershaw, Jr., Treasurer
UNITIL SERVICE CORP.
By:
-----------------------------------------------
Peter J. Stulgis, President
By:
-----------------------------------------------
Charles J. Kershaw, Jr., Treasurer
<PAGE>
THIRD PROPOSED AMENDMENT TO
CASH POOLING AND LOAN AGREEMENT
This Third Amendment to the Cash Pooling and Loan Agreement is dated
_______________.
WHEREAS, UNITIL Corporation, a New Hampshire corporation ("UNITIL"),
Concord Electric Company, a New Hampshire corporation ("Concord"), Exeter &
Hampton Electric Company, a New Hampshire corporation ("Exeter"), Fitchburg Gas
and Electric Light Company, a Massachusetts Corporation, UNITIL Power Corp., a
New Hampshire corporation ("UNITIL Power"), UNITIL Realty Corp., a New Hampshire
corporation ("UNITIL Realty") and UNITIL Service Corp., a New Hampshire
corporation ("UNITIL Service") are parties to a Cash Pooling and Loan Agreement
dated as of February 1, 1985, as amended; and
WHEREAS, UNITIL has acquired all the outstanding capital stock of UNITIL
Resources, Inc., a New Hampshire Corporation ("UNITIL Resources"), and
WHEREAS, UNITIL Resources and each of the parties to the Agreement desire
that UNITIL Resources become a party to the Agreement;
NOW, THEREFORE in consideration of the foregoing, the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency is hereby acknowledged by each party to the others, the parties
hereto agree as follows:
1. UNITIL Resources is hereby admitted as a party to the Agreement and
shall be considered a "party" as defined therein for all purposes thereof. By
its execution hereof, UNITIL Resources agrees to be bound by all provisions of
the Agreement as if it were originally a party thereto.
2. All provisions of the Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the Parties have caused this Third Amendment to be
executed by their respective offers thereunto duly authorized, as of the date
first above written.
UNITIL CORPORATION
By:
----------------------------------------------
Michael J. Dalton, President
By:
----------------------------------------------
Gail A. Siart, Treasurer
CONCORD ELECTRIC COMPANY
EXETER & HAMPTON ELECTRIC COMPANY
FITCHBURG GAS AND ELECTRIC LIGHT COMPANY
By:
----------------------------------------------
Michael J. Dalton, President
By:
----------------------------------------------
Mark H. Collin, Treasurer
UNITIL POWER CORP.
By:
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James Daly, President
By:
----------------------------------------------
Mark H. Collin, Treasurer
UNITIL REALTY CORP.
By:
----------------------------------------------
Gail A. Siart, President
By:
----------------------------------------------
Mark H. Collin, Treasurer
UNITIL RESOURCES, INC.
By:
----------------------------------------------
George R. Gantz, President
By:
----------------------------------------------
Gail A. Siart, Treasurer
UNITIL SERVICE CORP.
By:
----------------------------------------------
Peter J. Stulgis, President
By:
----------------------------------------------
Mark H. Collin, Treasurer
