CONFORMED COPY
GREELEY GAS COMPANY
BOND PURCHASE AGREEMENT
Dated as of April 1, 1991
Re: $17,000,000 First Mortgage Bonds, 9.40% Series J,
Due May 1, 2021
TABLE OF CONTENTS
Section Heading Page
1. Description of Bonds . . . . . . . . . . . . . . . . . . 1
2. Sale of Bonds; Closing . . . . . . . . . . . . . . . . . 1
3. Representations . . . . . . . . . . . . . . . . . . . . 2
3.1. Representations of the Company . . . . . . . . . . . 2
3.2. Representation of the Purchaser . . . . . . . . . . . 2
4. Closing Conditions . . . . . . . . . . . . . . . . . . . 2
4.1. Closing Certificate . . . . . . . . . . . . . . . . . 2
4 2. Opinions . . . . . . . . . . . . . . . . . . . . . . 2
4 3. Commission Authorization . . . . . . . . . . . . . . 3
4.4. Proceedings, Instruments, etc . . . . . . . . . . . . 3
5. Expenses and Taxes . . . . . . . . . . . . . . . . . . . 3
6. Financial Statements, etc . . . . . . . . . . . . . . . 3
6.1. Quarterly Statements . . . . . . . . . . . . . . . . 3
6.2. Annual Statements . . . . . . . . . . . . . . . . . . 3
6.3. Officer's Certificate . . . . . . . . . . . . . . . . 3
6.4. Accountant's Certificate . . . . . . . . . . . . . . 4
6.5. SEC and Other Reports . . . . . . . . . . . . . . . . 4
6.6. Audit Reports . . . . . . . . . . . . . . . . . . . . 4
6.7. Notice of Default . . . . . . . . . . . . . . . . . . 4
6.8. Requested Information . . . . . . . . . . . . . . . . 4
7. Inspection Rights . . . . . . . . . . . . . . . . . . . 4
8. Exchange of Bonds . . . . . . . . . . . . . . . . . . . 5
9. Loss, Theft, Etc., of Bonds . . . . . . . . . . . . . . 5
10. Direct Payment . . . . . . . . . . . . . . . . . . . . . 5
11. Survival of Provisions, Successors . . . . . . . . . . . 5
12. Notices . . . . . . . . . . . . . . . . . . . . . . . . 5
13. Counterparts . . . . . . . . . . . . . . . . . . . . . . 5
14. Law Governing . . . . . . . . . . . . . . . . . . . . . 6
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . 6
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ATTACHMENTS
Schedule 1 Exhibit A - Ninth Supplemental Indenture Exhibit B - Closing Certificate Exhibit C - Legal Opinions
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GREELEY GAS COMPANY
1301
Pennsylvania Street, Suite 800
Denver, Colorado 80203-5015
BOND PURCHASE AGREEMENT
Re: $17,000,000 First Mortgage Bonds, 9.40% Series J,
Due May 1, 2021
Dated
April 1, 1991
First Colony Life Insurance Company 700 Main Street Lynchburg, VA 24504 Attention: Mr J. Alden Butler
Gentlemen:
GREELEY GAS COMPANY, a Delaware corporation (the "Company"), agrees with you as follows:
1. Description of Bonds. The Company will autho- rize and create one issue of its First Mortgage Bonds designated as 9.40% Series J, due May 1, 2021, in the principal amount of $17,000,000 (the "Bonds"). The Bonds will be issued under and secured by an Indenture of Mortgage and Deed of Trust dated as of March 1, 1957 (the "Original Indenture"), from the Company to The Central Bank and Trust Company (now Central Bank Denver, National Association), as Trustee (the "Trustee"), as heretofore supple- mented and amended by eight supplemental
Indentures and as to be further supplemented and amended by a Ninth Supplemental Inden- ture (the "Ninth Supplemental Indenture") which will be substan- tially in the form of the draft thereof attached hereto as Ex- hibit A, with such changes therein, if any, as shall be approved by you and by the Company. The Original Indenture as so amended and supplemented is herein called the "Indenture". The Bonds will be dated the date of delivery and will have the terms and provisions specified in the Ninth Supplemental Indenture.
2. Sale of Bonds; Closing. Subject to the terms and conditions and upon the basis of the representations herein set forth, the Company hereby agrees to sell to you and you hereby agree to purchase from the Company, Bonds of the Series J in the principal amount set opposite your name in Schedule 1 hereto, at a price equal to the principal amount thereof. Payment shall be made by wire transfer of Federal Funds, or other funds current and immediately available, for credit to the Company's account as directed by the Company.
Delivery of the Bonds will be made on June 14, 1991 or such later date (not later than June 30, 1991) as is
mutually agreeable (the date of delivery being herein called the "Closing Date"). The Bonds will be delivered at the office of Chapman and Cutler, 111 West Monroe Street, Chicago, Illinois 60603. The Bonds will be delivered to you in the form of one fully registered Bond of the Series J being purchased by you and registered in your name or the name of such nominee as you may designate.
3. Representations.
3.1. Representations of the Company. The Company represents and warrants that all representations set forth in the form of certificate annexed herein as Exhibit B are true and correct as of the date hereof and are hereby incorporated herein by reference with the same force and effect as though herein set forth in full.
3.2. Representation of the Purchaser. You repre- sent that you are purchasing the Bonds for investment and not with a view to the resale or distribution thereof, and that you have no present intention of selling, negotiating or otherwise disposing of the Bonds, provided that the disposition of your property shall at all times be and remain within your control.
You further represent either (i) that you are acquiring the Bonds for your own account and with your general corporate assets and not with the assets of any separate account in which any employee benefit plan has any interest, or (ii) that no part of the funds to be used by you to acquire such Bonds constitutes assets allocated to any separate account maintained by you such that the application of such funds constitutes a prohibited transaction under Section 406(a) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). As used in this Section, the terms "separate account" and "employee benefit plan" shall have the respective meanings assigned to them in ERISA.
4. Closing Conditions. Your obligation to pur- chase and pay for the Bonds as herein contemplated shall be subject to the performance by the Company of its agreements hereunder which by the terms hereof are to be performed at or prior to the time of delivery of the Bonds and to the following additional conditions precedent to be satisfied on or before the Closing Date.
4.1. Closing Certificate. You shall receive from the Company a certificate, dated the Closing Date, duly autho- rized, executed and delivered by the Company, substantially in the form of the certificate annexed hereto and marked Exhibit B, the truth and accuracy of which shall be conditions precedent to your obligations hereunder.
4.2. Opinions. You shall receive from Chapman and Cutler, your special counsel in connection with this transac- tion, and from William F. Skewes, counsel for the Company, their
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respective opinions, dated the Closing Date, in form and sub- stance satisfactory to you and covering the matters set forth in Exhibit C hereto.
4.3. Commission Authorization. The Colorado Public Utilities Commission, the Kansas Corporation Commission and the Missouri Public Service Commission shall each have en- tered an appropriate order authorizing the sale of the Bonds as herein contemplated and each such order shall have become final and unappealable.
4.4. Proceedings, Instruments, etc. All proceed- ings to be taken in connection with the transactions contemplated by this Agreement, and all documents incident thereto, shall be satisfactory in form and substance to you and your special coun- sel; and you shall receive copies of all documents which you may reasonably request in connection with said transactions and all corporate proceedings in connection therewith, in form and sub- stance satisfactory to you and your special counsel.
5. Expenses and Taxes. The Company agrees, whether or not any of the Bonds shall be issued and sold pursuant hereto, to bear all expenses in connection with the authoriza- tion, preparation, issuance, sale and delivery to you at your home office or such other place as you may designate of the Bonds, including, without limitation, the cost of document prepa- ration, all issuance taxes and other taxes and fees payable in connection with such transactions and the charges and disburse- ments of your special counsel for their services in connection with the subject matter of this Agreement.
6. Financial Statements, etc. The Company agrees that, so long as you shall hold any of the Bonds, it will deliver to you:
6.1. Quarterly Statements. As soon as available and in any event within 45 days after the end of each quarterly period, except the last, of each fiscal year of the Company, a balance sheet of the Company as at the end of such period and statements of income of the Company for the period beginning on the first day of such fiscal year and ending on the date of such balance sheet, in each case setting forth in comparative form the corresponding figures for the corresponding period of the preced- ing fiscal year, all in reasonable detail and certified, subject to year-end audit adjustments, and certified by the principal financial officer of the Company as complete and correct in all material respects.
6.2. Annual Statements. Within 120 days after the end of each fiscal year, a copy of its balance sheet as at the end of such year and of its income and cash flow statements for such year, together with comparable figures for the preceding fiscal year, in reasonable detail, certified and accompanied by a report thereon by Ernst & Young or other independent certified public accountants of recognized national standing selected by
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the Company and satisfactory to you to the effect that the finan- cial statements have been prepared in accordance with generally accepted accounting principles consistently applied and present fairly, in all material respects, the financial condition of the Company and the result of its operations and its cash flows for the fiscal year then ended.
6.3. Officer's Certificates. Within the periods provided in Sections 6.1 and 6.2, a certificate signed by an authorized financial officer of the Company stating that based upon such examination or investigation as the officer signing such certificate shall have deemed necessary to enable such officer to render an informed opinion in respect thereof, in such officer's opinion, no Event of Default (as described in the Indenture) or event which would so become an Event of Default with the lapse of time or the giving of notice, or both, existed at any time during such fiscal year, except for Events of Default or Defaults, if any, described in such certificate in reasonable detail, with a statement of the Company's action with respect thereto taken or proposed.
6.4. Accountant's Certificate. Within the period provided in section 6.2 above, the written statement of such accountants that in making the examination necessary to their certification of such audit report they have obtained no knowl- edge of any Event of Default, or event which with the lapse of time or giving of notice, or both, would become an Event of Default set forth in the Indenture, or if such accountants shall have obtained knowledge of any such Event of Default or event which would so become an Event of Default, they shall disclose in such statement the Default or Defaults and the nature thereof.
6.5. SEC and Other Reports. As soon as avail- able, any proxy statements, financial statements and reports that the Company sends or makes available generally to its stockhold- ers and copies, if any, of all regular and periodic reports and of all registration statements which the Company files with the Securities and Exchange Commission or with any securities ex- change and copies of any orders in any proceedings to which the Company is a party, issued by any governmental agency, Federal or state, which would have a material adverse affect on the business of the Company.
6.6. Audit Reports. Promptly upon receipt there- of, copies of all detailed reports, if any, submitted to the Company by independent public accountants in connection with each annual or interim audit by such accountants of the books of the Company.
6.7. Notice of Default. Promptly after any officer of the Company obtains knowledge of any Event of Default under the Indenture, written notice describing such Event of Default in reasonable detail, with a statement of the Company's action with respect thereto, taken or proposed.
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6.8. Requested Information. Such additional information as you may reasonably request concerning the Company.
7. Inspection Rights. The Company agrees that so long as you shall hold an ...