Exhibit 4.20
MELLON BANK, N..A
Plymouth Meeting Executive Campus
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July 21, ▇▇▇▇
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Attn: ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Senior Vice President
Gentlemen:
Reference is hereby made to that certain Revolving Credit Agreement dated
as of March 17, 1994, as amended by the First Amendment to Revolving Credit
Agreement dated May 22, 1995 (as amended, modified and/or extended, the "Loan
Agreement") among Mellon Bank, N.A., in its capacity as Agent for the Banks
referenced in the Loan Agreement, the Banks (the "Banks ") and Philadelphia
Suburban Water Company (the "Borrower"). All capitalized terms used herein as
defined terms shall have the meanings ascribed to them in the Loan Agreement
unless herein provided to the contrary.
The Agent, Banks and Borrower each hereby agree that Section 2.01 of the
Loan Agreement is hereby amended and restated to read as follows:
Section 2.01 The Revolving Credit Commitment. The
maximum aggregate amount the Banks shall be obligated to lend to the
Borrower at any time under this Loan Agreement shall be Forty Million
Dollars ($40,000,000) from May 22, 1995 through and including August
31, 1995, and Thirty Million Dollars ($30,000,000) thereafter until
the Revolving Credit Commitment Termination Date, as such amounts may
have been reduced under Section 2.03 hereof.
The Borrower hereby represents and warrants that no Event of Default, and
to the Borrower's knowledge, no event which with the passage of time or giving
of notice or both would constitute an Event of Default exists on the date hereof
and no offsets or defenses exist against its obligations under the Loan
Agreement, the Notes or the Loan Documents delivered in connection therewith.
The Borrower also represents and warrants that this letter agreement and
the allonges to the Notes executed herewith have been duly authorized, executed
and delivered so as to constitute the legal, valid, and binding obligations of
the Borrower, enforceable in accordance with their respective terms, except as
the same may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws affecting creditors rights generally, and
general principles of equity. To the extent an Event of Default exists on the
date hereof, any and all undertakings of the Agent and the Banks under or
pursuant to this letter agreement shall not be deemed a waiver by the Agent or
the Banks of any such Event of Default or any of the Agent's or Banks' rights
and remedies under the Loan Agreement and/or applicable law; and the Banks
hereby reserve all such rights and remedies.
All terms, conditions, provisions and covenants under the Loan Agreement,
the Notes as amended, and all other Loan Documents delivered to the Agent and
the Banks in connection therewith shall remain unaltered and in force and effect
except as modified and/or amended hereby and are hereby ratified and confirmed.
This letter agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Pennsylvania. This letter agreement may be executed
in one or more counterparts, and by different parties on different counterparts,
each of which shall be deemed an original, all of which together shall
constitute one and the same instrument, and making proof of this letter
agreement it shall be necessary to produce only one counterpart. This letter
agreement shall have effect as of July 21, 1995.
Sincerely,
MELLON BANK, N.A., in its individual
capacity as a Bank and in its
capacity as Agent for the Banks
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
Address: Plymouth Meeting
Executive Campus
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PNC BANK, NATIONAL ASSOCIATION
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Banking Officer
Address: Valley Forge Regional
Banking Center
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FIRST FIDELITY BANK,
NATIONAL ASSOCIATION
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
Address: ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
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MERIDIAN BANK
By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Assistant Vice President
Address: Corporate Banking Department
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Mailing
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SECOND ALLONGE TO REVOLVING CREDIT NOTE
ENDORSEMENT SEPARATE FROM INSTRUMENT
BORROWER: Philadelphia Suburban Water Company
PAYEE: Mellon Bank, N.A.
DATE: March 17, 1994
PRINCIPAL AMOUNT: $19,000,000
DUE DATE: March 1, 1998
This Allonge shall be and remain attached
to and shall constitute an integral part of the above-described Revolving Credit
Note from and after the date hereof.
The Revolving Credit Note is hereby
amended by temporarily increasing the maximum principal amount permitted to be
borrowed thereunder by $6,333,333.33 from $19,000,000 to $25,333,333.34 from May
22, 1995 to August 31, 1995. On September 1, 1995 the maximum principal amount
shall automatically reduce to $19,000,000.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has
caused this Second Allonge to be executed by its duly authorized officer as of
the 21st day of July, 1995.
Attest: PHILADELPHIA SUBURBAN WATER COMPANY
By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President -
Finance and Treasurer
STATE OF PENNSYLVANIA :
ss.
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ :
On the 21st day of July, 1995, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ who acknowledged himself to be the Senior Vice President - Finance and
Treasurer of Philadelphia Suburban Water Company, a Pennsylvania corporation,
and that he as such officer being authorized to do so, executed and delivered
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
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Notary Public
Notarial Seal
My Commission expires:
July 26, 1997
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SECOND ALLONGE TO REVOLVING CREDIT NOTE
ENDORSEMENT SEPARATE FROM INSTRUMENT
BORROWER: Philadelphia Suburban Water Company
PAYEE: First Fidelity Bank, National Association
DATE: March 17, 1994
PRINCIPAL AMOUNT: $4,000,000
DUE DATE: March 1, 1998
This Allonge shall be and remain attached
to and shall constitute an integral part of the above-described Revolving Credit
Note from and after the date hereof.
The Revolving Credit Note is hereby
amended by temporarily increasing the maximum principal amount permitted to be
borrowed thereunder by $1,333,333.33 from $4,000,000 to $5,333,333.34 from May
22, 1995 to August 31, 1995. On September 1, 1995 the maximum principal amount
shall automatically reduce to $4,000,000.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has
caused this Second Allonge to be executed by its duly authorized officer as of
the 21st day of July, 1995.
Attest: PHILADELPHIA SUBURBAN WATER COMPANY
By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President -
Finance and Treasurer
STATE OF PENNSYLVANIA :
ss.
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ :
On the 21st day of July, 1995, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ who acknowledged himself to be the Senior Vice President - Finance and
Treasurer of Philadelphia Suburban Water Company, a Pennsylvania corporation,
and that he as such officer being authorized to do so, executed and delivered
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
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Notary Public
Notarial Seal
My Commission expires:
July 26, 1997
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SECOND ALLONGE TO REVOLVING CREDIT NOTE
ENDORSEMENT SEPARATE FROM INSTRUMENT
BORROWER: Philadelphia Suburban Water Company
PAYEE: Meridian Bank
DATE: March 17, 1994
PRINCIPAL AMOUNT: $3,000,000
DUE DATE: March 1, 1998
This Allonge shall be and remain attached
to and shall constitute an integral part of the above-described Revolving Credit
Note from and after the date hereof.
The Revolving Credit Note is hereby
amended by temporarily increasing the maximum principal amount permitted to be
borrowed thereunder by $1,000,000 from $3,000,000 to $4,000,000 from May 22,
1995 to August 31, 1995. On September 1, 1995 the maximum principal amount shall
automatically reduce to $3,000,000.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has
caused this Second Allonge to be executed by its duly authorized officer as of
the 21st day of July, 1995.
Attest: PHILADELPHIA SUBURBAN WATER COMPANY
By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President -
Finance and Treasurer
STATE OF PENNSYLVANIA :
ss.
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ :
On the 21st day of July, 1995, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ who acknowledged himself to be the Senior Vice President - Finance and
Treasurer of Philadelphia Suburban Water Company, a Pennsylvania corporation,
and that he as such officer being authorized to do so, executed and delivered
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
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Notary Public
Notarial Seal
My Commission expires:
July 26, 1997
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SECOND ALLONGE TO REVOLVING CREDIT NOTE
ENDORSEMENT SEPARATE FROM INSTRUMENT
BORROWER: Philadelphia Suburban Water Company
PAYEE: PNC Bank, National Association
DATE: March 17, 1994
PRINCIPAL AMOUNT: $4,000,000
DUE DATE: March 1, 1998
This Allonge shall be and remain attached
to and shall constitute an integral part of the above-described Revolving Credit
Note from and after the date hereof.
The Revolving Credit Note is hereby
amended by temporarily increasing the maximum principal amount permitted to be
borrowed thereunder by $1,333,333.33 from $4,000,000 to $5,333,333.33 from May
22, 1995 to August 31, 1995. On September 1, 1995 the maximum principal amount
shall automatically reduce to $4,000,000.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, has
caused this Second Allonge to be executed by its duly authorized officer as of
the 21st day of July, 1995.
Attest: PHILADELPHIA SUBURBAN WATER COMPANY
By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President -
Finance and Treasurer
STATE OF PENNSYLVANIA :
ss.
COUNTY OF ▇▇▇▇▇▇▇▇▇▇ :
On the 21st day of July, 1995, before me, the subscriber, a Notary
Public in and for the State and County aforesaid, personally appeared ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ who acknowledged himself to be the Senior Vice President - Finance and
Treasurer of Philadelphia Suburban Water Company, a Pennsylvania corporation,
and that he as such officer being authorized to do so, executed and delivered
the foregoing instrument for the purposes therein contained by signing the name
of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
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Notary Public
Notarial Seal
My Commission expires:
July 26, 1997
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PHILADELPHIA SUBURBAN WATER COMPANY
OFFICER'S CERTIFICATE
The undersigned officer of Philadelphia Suburban Water Company (the
"Borrower"), hereby certifies that:
1. The Articles and Certificate of Incorporation, as amended, and the
By-laws delivered on March 17, 1994 to the Bank have not been amended, modified
or rescinded and remain in full force and effect;
2. The Borrower is and remains in Good Standing in the Commonwealth of
Pennsylvania and all other jurisdictions where it is required to remain in Good
Standing.
3. The Resolutions adopted by the Board of Directors of the Borrower at
a regular meeting held on February 1, 1994 have not been amended, modified or
revoked, are in full force and effect, and authorize the appropriate officers to
execute the letter agreement relating to the Revolving Credit Agreement dated
the date hereof and applicable Allonges.
IN WITNESS WHEREOF, the undersigned hereby executed this Certificate
this 21st day of July, 1995.
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
- Finance and Treasurer
