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EXHIBIT 10.3
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COMMERCIAL REVOLVING PROMISSORY NOTE
$9,000,000.00 New Haven,
Connecticut
October"), 2006
FOR VALUE RECEIVED, the undersigned maker BIRMINGHAM UTILITIES,
INC., a
Connecticut corporation with a principal address of 230 Beaver
Street, Ansonia,
Connecticut (the "Borrower"), promises to pay to the order of
CITIZENS BANK OF
CONNECTICUT, (the "Bank"), a Connecticut stock savings bank,
with a place of
business at 63 Eugene O'Neill Drive, New London, Connecticut, or
at such other
place as the Bank or subsequent holder of this Note (hereinafter
including Bank,
the "Holder") shall from time to time designate, the sum of
NINE________________MILLION AND 00/100 DOLLARS ($9,000,000.00)
or so much
thereof as maybe advanced hereunder, all as conclusively
evidenced by the books
and records of the Holder, pursuant to a Commercial Loan
Agreement dated
November 20, 2002, as amended by a First Modification and
Reaffirmation
Agreement dated December 30, 2003, a Second Modification and
Reaffirmation
Agreement dated as of April 28, 2005, a Third Modification and
Reaffirmation
Agreement dated as of August 28, 2006, and a Fourth Modification
and
Reaffirmation Agreement of even date herewith (collectively the
"Agreement"),
together with interest on the outstanding principal balance
hereof at the rate
per annum which is at all times equal to the Interest Rate then
in effect
pursuant to the terms hereof.
Pursuant to the terms of the Agreement, Bank may continue to
advance and
re-advance principal to Borrower under this Note; provided,
however, the
outstanding principal balance of this Note shall at no time
exceed NINE MILLION
AND 00/100 DOLLARS ($9,000,000.00), or such lesser amount as may
be permitted by
the Agreement.
Interest on the unpaid balance hereof shall be computed on the
basis of a
three hundred sixty (360) day year for the actual number of days
elapsed and
shall be paid monthly in arrears on the first (1st) day of each
month, beginning
December 1, 2006. Said sums shall be paid together with all
taxes levied or
assessed on this Note or the debt evidenced hereby against the
Holder, and
together with all costs, expenses and reasonable attorneys' fees
incurred in any
action to collect this Note or to protect or sustain the lien of
the Holder, or
in any litigation or controversy arising from or connected with
this Note, the
Agreement or any Loan Document defined in the Agreement.
The "Interest Rate" in effect hereunder for Advances as defined
in the
Agreement shall be an annual rate of interest determined in
accordance with the
terms of the Agreement which is either:
(i) a variable rate which is at all times equal to the Bank's
Prime Rate in
effect from time to time minus three-quarters (0.75%) percentage
point,
such rate to be adjusted simultaneously with any change in the
Prime Rate
(the "Prime Option"); or
(ii) a fixed rate one (1.00%) percentage point per annum in
excess of the
LIBOR Standard Rate, for LIBOR Periods all as such terms are
defined in the
Agreement (the "LIBOR Standard Option"); or
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(iii) a rate of one (1.00%) percentage point in excess of the
LIBOR
Advantage Rate, for LIBOR Periods, all as such terms are defined
in the
Agreement (the "LIBOR Advantage Option").
All amounts outstanding hereunder shall bear interest at the
LIBOR
Advantage Option unless otherwise elected by Borrower as more
particularly set
forth in the Agreement.
The term "Prime Rate" as used herein shall mean the interest
rate which the
Bank announces from time to time as its prime rate for
commercial loans. The
Prime Rate is a rate used by Bank form time to time in setting
interest rates on
loans. It is not necessarily the lowest or best rate at which
the Bank loans
money. Any change in the interest rate payable during any Prime
Option shall
become effective immediately upon any change in the Prime Rate,
and such changed
interest rate shall be effective without notice from Holder.
All outstanding principal together with accrued but unpaid
interest
shall be due and payable in full on September 28, 2007 (the
"Maturity Date").
Notwithstanding the foregoing, in the event Holder shall fail to
receive
when due any installment of interest or principal due hereunder
or upon the
occurrence of an Event of Default as defined in the Agreement
the entire
principal sum with accrued interest thereon due under this Note
sh
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