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attaching and certifying as to each of the following, all of which must be in form and content acceptabie
to CoBank: (1) the Articles of Incorporation of the Company, certified by the Secretary of State of New
Hampshire within 30 days of the date hereof; (2) the Bylaws of the Company; and (3) a certificate of the
Secretary of State of New Hampshire issued within 30 days of the date hereof attesting to the duc
formation and good standing of the Company in the State of New Hampshire.

(C) Delegation and Wire Transfer Form. CoBank shail have received a duly
executed original deiegation and wire transfer authorization form.

(D) Equity In CoBank. The Company shall have purchased $1,000 in equity in
CoBank.

SECTION 3.02. Conditions ta Each Suppiement. CoBank’s obligation to make the initial
foan under each Promissory Note and Supplement hereto (including the initial Promissory Note(s) and
Supplement(s) hereto} is subject to the following conditions precedent (which in the case of instruments
and documents, must be originals and in form and content acceptable to CoBank):

(4) Supplement. CoBank shail have reccived a duly executed Promissory Note and
Suppicment and all Loan Documents required by the Promissory Note and Supplement

(B) Evidence of Authority. CoBank shail have received copies, certified by the
Secretary of the Company as of the date of the Promissory Note and Supplement (or as of another date
acceptable to CoBank), of such board resolutions, evidence of incumbency, and other evidence as
CoBank may require that the Promissory Note and Supplement and all Loan Documents executed in
connection therewith have been duly authorized, executed and delivered.

(Cj Consents and Approvals, CoBank shall have received such evidence as
CoBank may require that all consents and approvals referred to in Section 4.11 hereof, have been
obtained and are in full force and effect.

(D) ~—- Fees and Other Charges. Colank shall have received all fecs or other charges
provided for herein or in the Promissary Note and Supplement.

(E) Application. CoBank shall have received a duly executed and completed copy of
an application for the credit and all instruments and documents required by the application for credit.

(F) Insurance. CoBank shall have received such evidence as CoBank may
reasonably require that the Company 1s in compliance with Section 5.03 hereof.

{G) Opinion of Counsel. CoBank shall have received an opinion of counsci to the
Coinpany, which counsel and opinion must be reasonably acceptable to CoBank.

SECTION 3.03. Conditions to Each Loan. CoBank’s obligation under each Promissory
Note and Supplement (including the initial Promissory Note(s) and Supplement(s) hereto} to make any
Joan to the Company thereunder, including the initia: loan, is subject to the conditions precedent that: (A)
no Default or Event of Default shall have occurred and be continuing: (B) each of the representations and
warranties of the Company set forth herein, in the Promissery Note and Supplement, and in alt other
Loan Documents shali be true and correct as of the date of the loan; and (C) the Company shall have

Nena

satisfied all conditions and requirements set forth in the Promissory Note and Supplement relazing to that
loan.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Te induce CoBank to enter into and make loans under each Promissery Note and Suppiement,
the Company represenzs and warrants that:

SECTION 4,01. Organization, Etc. The Company: {1} is a corporation duly organized,
valtd-y existing, and in good standing under the Laws of the State of New Hampshire; (2) has the pawer
end authority to own its assets and fo transact the business in which it is engaged or proposes to engage
and to enter int® and perforn the Loan Documents; and (3} is duly qualified to do business in, and is in
good standing under the Laws of, each jurisdiction in which such qual:fication is required.

SECTION 4.62, Loan Documents. This Agreement, the Promissory “ote and Supplement,
and al! other Loan Dacuments: (1) have bcen duly authorized, executed and delivered by the Company
and each ather Person that is a party thercto; and (2) create lega!, valid and binding ohiigations of the
Company and each other Person that is a party thereto which are enforceable in accordance with their
terms, éxcept to the extent that enforcement may be limited by applicable bankruptcy, insolvency or
similar Laws affecting creditors’ rights generally.

SECTION 4.03. Operation of Business. The Company possesses all licenses, certificates,
permits, authorizations, approvals, franchises, patents, copyrights, trademarks, trade names, riglits
thercta, or the like which are material to the operation of its business or required by Law, and the
Company is not in violation of the rights of others with respect thereto.

SECTEON 4.04. Litigation. Except as disclosed in any application submited in connection
with the Promissory Note and Supplement, there are no pending or threatencd actions or proceedings
against or affecting the Company before any court, governmental agency, mediator, arbitrator, or the like
which could, in any one case or in the aggregate, if adversely decided, have a Material Adverse Effect.

SECTION 4.05. Ownership and Subsidiaries. The Company: (A) ts owned 100% by the
Ciuarantor; and (2) has no Subsidiaries,

SECTION 4.06. Financial Statements. The Financial Statements are compiete and correct
and fairly present the financial condition of the Company, and the results of the operations of the
Company as of the date and for the periods covered by such Financial Statements, all in accordance with
GAAP consistently applied. Since the date of the most recent Financial Statement, there has been no
material adverse change in the condition, financial or otherwise, business or operations of the Company.
There are no liabHities of the Company which are material but not reflected in the Financial Statements
or in the notes thereto.

SECTION 4.07. Ownership and Liens. The Company has title to, or valid easement or
leasehold interests in, all of its properties, real and personal, including the property and leasehold
interests reflected in the Financia! Statements (other than any property disposed of in the ordinary course
af business), and none of the properties or leasehold interests of the Company are subject to any Lien,
except such as may be permitted under Section 6.01 of this Agreement.

SECTION 4.08. Compliance with Law. Al: of the Company's properties and ail of its
Operations, are in compliance in ail material respects with 2] Laws. Without limiting the foregoing, al!
property owned or leased by the Company, all property proposed fo be acquired with the proceeds of the
Promissory Note and Supplement, and ali operations conducted thereon on al! such property, are in
compliance in ail material respects with ali Laws relating to the environment

SECTION 4.09. Environment. Except as disclosed in any application submitted in
connection with the Promissory Note and Supplement: (A) no property owned or leased by the Company
is being used. or to its knowledye, has been used for the disposal, treatment, storage, processing or
handling of hazardous waste or materials (as defined under any applicable environmental Law); (B) no
investigation, clam, litigation, proceedings, order, judgment, decree, settlement, Lien or the like with
respect ta any environmental matter is praposed, threatened, anticipated or in existence with respect to
the properties or eperations af the Company; and (C)no environmental contamination or condition
currently exists on any property of the Company which could delay the sale or other disposition of such
property or could havc, or already has had, en adverse effect an the value of such property.

SECTION 4.10, ERISA, All plans (“ERISA Plans”) of a type deseribed in Section 343) of
ERISA in respect of which Company is an “Iimployer”, as defined in Section 3(5) of FRISA, are, ic the
best knowledge of the Company, in substantial compliance with ERISA, and none of such ERISA Plans
's insolvent or in reorganization, or has an accumulated or waived funding deficiency within the meaning
cf Section 412 of the Internal Revenue Code. The Company has not incurred any material lability
{including any material contingent frability) to or on account af any such ERISA Plan pursuant to
Sections 4062, 4063, 4064, 4201 or 4204 of ERISA. No proceedings have been instituted to terminate
any such ERISA Pian.

SECTION 4.11. Consents and Approvals. Except for such as shall have been obtained and
are in full force and cffect. no consent, permission, authorization, order or license of any governmental
authority or of any party to any agreement to which the Company is a party or by which it or any of its
property may be bound or affected, is necessary in connection with: (A) the execution, delivery,
performance or enforcement of the Loan Documents; and (B} the project, acquisition, or other activity
being financed by the Promissory Note and Supplement.

SECTION 4.12. Conflicting Agreements. None of the Loan Documents canflicts with, or
constitutes (with or without the giving of notice and’or the passage of time andor the occurrence of any
other condition) a default under, any other agreement to which the Company is or expects to become a
party or by which the Company or any of its properties may be bound or affected, and do not conflict
with any provision of the articles of incorporation, bylaws, or other organizational documents of the

Company.

SECTION 4.13. Compliance and No Default. (he Company is operating its business in
compliance with all of the terms of the Loan Documents, and no Default or Event of Default exists.

SECTION 4.14, Applications. Each representation and warranty and all tnformation set
forth in the application submitted in connection with, or to induce CoBank to enter into, the Promissory
Note and Supplement is correct in all material respects.

SECTION 4.15. Budgets, Etc. Al! budgets, projections, feasibiliry studies, and other
goecumentation submitted by or on behalf of the Company te CeBank in connection with, or to induce
CoBank ta enter into, the Promissory Note and Supplement, are based upon assumptions that are

reasonable and realistic, and no fact has come to light, and no event has occurred. which would cause any
material assumption made therein to not be reasonable or realistic.

SECTION 4.16. Water Rights. The Company: (A) has water rights with such amounts,
priurities and qualities as are necessary to adequately serve the customers of the Company; (B) controls,
owns, or has access to all such water rights free and clear of the interests of any third party; and (C} has
not suffered or permitted any transfer or encumbrance of such water rights, has not abandoned such water
tights, or any of them, and has not done any act or thing which would impair or cause the loss of any
such water rights.

SECTION 4.17. Facilities. The Company's utility facilities: (A) meet present demand in alt
inaterial respects, (B} are constructed in a good and professional manner; (C) are in good working order
and condition; and (D)} comply in all materia! respects with all applicable Laws.

SECTION 4.18. Rate Matters. (A) The Company's rates for water andor wastewater
services are subject to rate regulation by the Public Utilities Commission of the State of New Hampshire:
and (B) there is no pending and, to the Company's knowledge, threatened action or proceeding before any
court or governmental authority, the objective or result of which is or could be to: (1) reduce or otherwise
adversely change any of the Company’s rates for the provision of water and.or wastewater services: (2)
himit or revoke any of the Companys permits or other authorizations to conduct business; or (3) except
as disclosed in any application submitted in connection with the Promissory Note and Supplement,
otherwise have a Material Adverse Effect,

SECTION 4.19. Enforcement Actions. The Company is not subject to any Enforcement
Action and, to the knowledge of the Company, no such actions have been threatened or are contemplated.

SECTION 4.20. Taxes. The Company has timely and properly filed all tax returns (federal,
state and local) that were required to be filed, and has paid any taxes, assessments, and other
governmental charges, including interest and penalties. There are no audits pending or, to the knowledge
of the Company, threatened against the Company.

ARTICLE 3
AFFIRMATIVE COVENANTS

Unless othcrwise agreed to in writing by CoBank, while this Agreement is in effect, the
Company agrees to’

SECTION 5.0]. Maintenance of Existence, Etc. Preserve and maintain its existence and
good standing in the jurisdiction of its formation, qualify and remain qualified to transact business in ail
Jurisdictions where such qualification is required, and obtain and maintain all licenses, permits,
franchises, palenis, copyrights, trademarks, tradenames, or rights thereto which are material to the
conduct of its business or required by Law.

SECTION 5.02, Compliance With Laws. Comply in afl material respects with all
applicable Laws (including all Laws refating lo the environment). In addition, the Company agrees to
cause afl Persons occupying or present on any of its properties to comply in all material respects with all
such Laws.

SECTION 5.03. Insurance. Maintain insurance with financially sound and reputable
insurance companies or associations reasonably acceptable to CoBank in such amounts and covering
such risks as are usually carried by companies cngaged in the same business and similarly situated, and
make such increases in the amounts or coverage thereof as CoBank may from time to time require.
Without limiting the foregoing. in the event any property of the Company is located in a flaad zone, then
the Company shall obtain such flood insurance as may be required by CoBank. All policies insuring any
collateral shall have lender or mortgagee loss payable clauses or endorsements in form and content
acceptable to CoBank. At CoBank's request, the Company agrees to deliver to CoBank such proof of
compliance with this Section as CoBank may require.

SECTION 3.04. Property Maintenance. Maintain all of its properties that are necessary to
or useful in the proper conduct of its business in good repair, working order and condition, ordinary wear
and tear excepted, and make all alterations, improvements and replacements thereto as may from time to
time be necessary in order to ensure that its properties remain in good working order and conditton. The
Company agrees that at CoBank’s request, which request may not be made more than once a year, the
Company will furnish to CoBank a report on the condition of the Company’s property prepared by a
professional engineer satisfactory to CaBank.

SECTION 5.05. Books and Records. Keep adequate records and books af account in which
complcte entries will be made in accordance with GAAP.

SECTION 5,06. Reports and Notices. Fumish to CoBank:

{A) Annual Financial Statements. As soon as available, but in no event more than
120 days after the end of each fiscal year of the Company occurring during the term hercof, annual
consolidated and consolidating financial staleinents of the Company and its consolidated subsidiaries, if
any, prepared in accordance with GAAP consistentl, applied (or the appropriate standards of che
reguiatory agency having jurisdiction over the Company). Such financial statements shall: (a) be audited
by independent certified public accountants sclected by the Company and acceptable to CoBank, (b) be
accompanied by a report of such accountants containing an opinion thereon acceptable to CoBank; (c) be
prepared in reasonable detail and in comparative form; and (d} include a batanee sheet, a statement of
income, a stalement of retained earnings. a statement of cash flows, and all notes and schedules relating
thereto. Notwithstanding the foregoing, the delivery within the time period specified above of the
Guarantor’s Annual Report on form 10-K for such fiscal year containing consolidating information on
the Contpany (together with the Guarantors annual report to shareholders, if any, prepared pursuant to
Rule i4a-3 of the Exchange Act} prepared in accordance with the requirements therefor and filed with
the Securities and Exchange Commission, together with the accountant’s certificate described above,
shall be deemed to satisfy the requirements of this Section 5.06(A),

(B} Quarterly Financial Statements. As soon as available, but in no event more
than 60 days after the end of each fiscal quarter of the Company occurring during the term hereof (other
than the fast fiscaf quarter in each ftscal year}, such Company prepared quarterly financial statements as
CoBank may from time to time request.

(C) Annual Officer's Certificate, Together with each set of financial statements
delivered to CoBank pursuant to Subsection (A) of this Section 5.06, a duly completed and executed
certificate of the Chief Financial Officer of the Company in the form attached hereto as Exhibit B.

(D) Annual Budgets. As soon as available, but in no event more than 90 days after
the beginning of each fiscal year of the Company, an annual budget and forecast of operations and capital
expenditures for the Company for such year, which budget must be in form and content reasonably
acceptable to CoBank.

(E) Notice of Litigation, Material Matters, Etc. Promptly after becoming aware
thereof, notice of: (1} the commencement of any action, suit or proceeding before any court,
governmental instrumentality, arbitrator, inediator or the like which, if adversely decided, could have a
Material Adverse Lffect, (2) the commencement of any Enforcement Action; (3) the receipt of any
notice, indictment, pleading, or other communication alleging a condition that may require the Company’
to undertake or to contribute to a clean-up or other response under any environmental Law, or which
seeks penalties, damages, injunctive relie?, or other relief as a result of an alleged violation of any such
Law, or which claims personal injury or property damage as a result of environmental factors or
conditions, and (4} the occurrence of any other event or matter (including the rendering of any order,
judgment. ruling and the like} which could have a Material Adverse Effect.

(F} Notice of Default. Promptly afier becom:ng aware thereof, notice of the
accurrence of a Default or an Event of Default.

(G} =‘ Notiee of Certain Events, At least 60 days prior thereto notice of any change in
the: (1) principal place of business of the Company, or (2) the office where the records concerning the
Company's accounts are kept.

(H) Other Notices. Such other notices as may be required by any Promissory Note
and Supplement or any other Loan Document.

iD Other Information. Such other information regarding the condition or
operations, financial or otherwise, of the Company as CoBank may from time to time reasonably request,
including, but not limited to, budgets, interim financial statements, and copies of all pleadings, notices
and communications referred to in Secticr: $.06(E} hercof.

SECTION 4.07. Conduct of Business. Engage in an efficient and economical manner in the
business conducted by it on the date hercor,

SECTION 5.08. Capital. Acquire equity in CoSank in suck amounts and at such times as
CoBank may from time to time require in accordance with its bylaws and capital plan (as each may be
amended from time to time), except that the maximum amount of equity that the Company may be
required to purchase in connection with a Joan may not exceed the maximum amount permitted by
CoBank’s bylaws at the tume the Promissory Note and Supplement relating to such ioan ts entered into or
such loan is renewed of refinanced by CoBank. The rights and obligations of the parties with respect to
such equity and any patronage or other distributions made by CoBank shall be governed by CoBank's
bylaws and capital pian (as each may be amended from time to thine).

SECTION 3.09. Inspection. Permit CoBank or Hs agents, upon reasonable notice and during
normal business hours or at such other times as the parties may agree, to exaroine the properties, books
and records of the Company, and to discuss its affairs, finances and accounts with its officers, directors,
and independent certified public accountants.

SECTION 3.10. Water Rights, Title to Property, Etc. (A) Obtain and maintain water rights
in such amounts, priorities and qualities as are necessary at all times to meet the needs of its customers,
(8) obtain and maintain title to, valid leasehold interests in, or other valid interests finciuding easements,
licenses and servitudes) in, ail real property oa which all water wells, reservoirs, walter and wastewater
treatment piants, and warehouse and storage facilities ave located, (C) keep all water rights and discharge
rights free and clear of any interest of any third party; and (1D) not suffer or permit any transfer er
encumbrance of any water rights or discharge rights, or abandon any water rights or discharge rights, or
do any act or thing which would impair or cause the loss of any water rights or discharge rights.

ARTICLE 6
NEGATIVE COVENANTS

Unless otherwise agreed to in writing by Cofsank, while this Agreement is in effect, the
Company will not:

SECTION 6.01. Liens. Create, incur, assume, or suffer to exest any Lien on any of its
properties, except.

{A} Liens in favor of other lenders: provided, however, that’ (t} at the time thereof,
CoPank is granted a Lien on the same assets and such Lien is shared pro rata by CoBank and such other
lenders pursuant to an interereditoc agreement in form and substance reasonably satisfactory to CaBank;
and {2} the instruments and documents granting and/or perfecting such Lien are in form and content
reasonably satisfactory to CoBank.

(B} liens for taxes or assessments or other governmental charges or levies if not yet
duc and payable or, if due and payable: (4) the Company is contesting same in good faith by appropriate
proceedings: (12) the Company has established and maintains reserves in the amount due and payable
thereon (including interest and penalties); and (ii) foreclosure or other action to enforce the Lien is
stayed.

{C} Liens in favar of mechanics, landlords. material suppliers, warehouses, carriers,
and like Persons that secure obligations that are not past due or if due and payable: (i) the Company is
contesting same in good faith by appropriate prececdings: (ii) the Company has established and
maintains reserves in the amount due and payable thereon (including interesc and penalties): and (iii)
foreclosure or other action to enforce the Lign is stayed,

(B) Deposits and pledves under workers’ compensation, unemployment insurange,
Social Security, or similar legislation (other than ERISA}

(EB) Depesits and pledges to sccure the performance of bids, tenders, contracts {other
than contracts for the payment of money), pudlic and statutery obligations, surety, stay, appeal,
indemnity, performance or other simJar bonds. or other similar obligations, in each case arising in the
ordinary course of business.

(F} Judgment and similar Liens arising m connection with court proceeding,
provided ihe execution or other enforcement of such [.iens is effectively stayed, the claims secured
thereby are heing actively contested in good faith and by appropriate proceedings. and reserves in the
amount secured thereby {including interest and penalties} are established and maintained by the
Company.

(G} Easements, rights-of-way, restrictions, and other similar encumbrances which, in
the aggregate, do not materially interfere with the occupation, use, and enjoyment by the Company of the
property or assets encumbered thereby in the normal course of its business or materially impair the value
of the property subject thercto

(H) Purchase money Liens on trucks and other rolling stock and the proceeds thereot
to secure debt permitted under Section 6.02E) hereof.

SECTION 6,02. Debt. Create, incur, assume, or suffer to exist, any indebtedness or
liability for borrowed money or for the deferred purchase price of property or services or for Jetters of
credit, except that, as long as the Company is and remains in compliance with Article 7 hereof, for. (A)
debt of the Company to CoBank; (B) debt to the New Hampshire State Revolving Fund incurred to
finance the expansion of the Company's water utility facilities; (C) debt to the Guarantor; provided,
however, that such debt is subordinate to all obligations of the Company to CoBank on terms and
conditions satisfactory to CoBank; (D) accounts payable to trade creditors incurred in the ordinary course
of business; (1) purchase money indebtedness and capital leases in an aggregate principal amount not to
exceed, at any one time outstanding, $200,000; and (F} obligations of the Coinpany with respect to tax
exempt debt obligations issued by the State of New Hampshire or any agency or departinent thereof in
order to finance the expansion of the Company’s water utility facilities.

SECTION 6.03. Salc, Transfer or Lease of Assets. Sell, transfer, lease or otherwise dispose
of any of its asset, except for: (A) the sale of water and wastewater services in the ordinary course of
business; and (B} the sale, lease or other disposition of equipment which is: (1) obsolete, worn-out or no
longer necessary for, or useful in, the provision of water and wastewater services to customers in its
service territories: and (2) not occasioned by the discontinuance of service to any portion of its service
territory.

SECTION 6.04. Distributions. Deciare or pay, directly or indirectly, any Distribution untess
after giving effect thereto: {A} no Default or Event of Defaul: will exist (including as a result of a breach
of ans financtal covenant set forth in Article 7 hereaf); and (Bi the Company will have a Total Debt ta
Total Capitalivation Ratio of less than 654%.

SECTION 6.05. Contingent Liabilities. Assume, guarantee, endorse, ar otherwise be or
become directly or contingently responsible or liabie for the obligations of any Person (including by
means of an agreement to: (A) purchase any obligation, stock, assets, or services; (8) supply or advance
any funds, assets. or services; or (C) cause any Person to maintain a minimum working capital or net
worth or other financial test). except by the endorsement of negotiable instruments for deposit or
collection or simi.ar transactions in the ordinary course of business.

SECTION 6.06. Mergers, Etc. Merge or consolidate weth any other Person or acquire all or
a material part of the assets of any other Person, or change the ‘urisdiction of its formation, except for
mergers or acquisitions where: (A) the Company is the surviving entity; and (B) the Person merged into
the Company or whase assets were acquired was a regulated water system or a water system owned by
the Guarantor.

SECTION 6.07. Change in Business, Etc.. Engage in any business activities or operations

substantially different from or unrelated to its present business activities or operations or make any
change in the Company's name, structure. jurisdietion of formation, or organizationa! number (if any).

{t

William R. Hammer AIA, LEED-AP.
Janet M, Slemenca AIA, LEED-AP
Amy J. Dunlap LEED-AP BD+C

35 Medford Street
Somerville, MA 02143
T: 617.776.6545

F: 617.776.6678

wwe hktarchitects.com

architects inc.

January 21, 2022

Lisa Fauteux

Director of Public Works

City of Nashua

9 Riverside Street

Nashua, New Hampshire 03062

Re: Nashua Public Works Project: New Building
Extra Services Request

Dear Lisa,

This letter provides detailed information on the request for an Amendment to the
contract for Civil Redesign and Miscellaneous Out of Scope Work for the Nashua
Department of Public Works Administration Building Nashua, NH by Hoyle, Tanner
& Associates, Inc. HKT has reviewed the individual items and their associated
costs and finds them reasonable and supports this request. In the interest of
keeping the project moving, Hoyle Tanner did act professionally and continued
their work efforts. Please review these and note not just their descriptions but their
assumptions going forward.

Tanner & Associates, Inc. (Hoyle Tanner) offers the following descriptions and
details with a breakdown in costs:

This fee amendment is for additional engineering services required in connection
with the City of Nashua Department of Public Works (DPW). The site plan and
permitting revisions are for the 25,000 square foot administrative building for the
DPW, located at the site of the Nashua Solid Waste Department at 848 West Hollis
Street. Hoyle Tanner has already completed many out of scope tasks for this
project. We have worked diligently to revise the Civil Design in order to adhere to
all of the schedules required by the City and to ensure that the project's process is
moving forward. The City has directed us to address City comments pertaining to
the conditional Planning Board Approval as well as the permitting and
drainage/site redesign of Infiltration Basin #2 which DES and the City has noted is
upgradient in a groundwater flow position of monitoring wells M-11 R/M/S and
would significantly interfere with on-going groundwater monitoring.

The below list outlines out of scope tasks completed by Hoyle Tanner as well as
additional tasks that have yet to be completed.

Task 1- Miscellaneous Out of Scope Work (Completed to date)

A. Existing Conditions Compilation: $3,000

a. Hoyle Tanner was not provided with a completed existing
conditions plan that was drafted and annotated with reference
plans, datum, legend, notes, etc. We received three (3) different

SECTION 6.08. Prepayment. While any Default or Event of Default shall have occurred
and be continuing, prepay, directly or indirectly, any debt {other than debt 1o CoBank).

SECTION 6.09, Investments. Make any loan or advance ta, or deposit any funds of the
Company in, or purchase or otherwise acquire any capital stcck, obligations, or other securities of, or
make any capital contribution to, or otherwise invest in or acquire any interest in, any Person (including a
Subsidiary), or participaie as a partner or joint venturer with any other Person (collectively,
"Investments"), except: (A} securities or deposits issued, guaranteed or fully insured as to payment by the
Lnited States of America or any agency thereof. (B) commercial paper of a domestic issuer rated at feast
“A-t" by Standard & Poors Corporation or “P-1" by Moody's Investors Service, inc: and (C)
intercompany loans made in accordance with the Money Poo! Agreement: and (D} Investments in
CoBank.

SECTION 6.10, Certain Agreements. Amend, alter, waive any provision of, breach or
terminate any agrecment (or accept any termination by the other party} if such actien could reasonably be
expected to have a Material Adverse Effect.

SECTION 6.11. Transactions with Affiliates. Enter inte any transaction with an Affiliate
eaceptin the ordinary course of and pursuant to the reasonable requirements of its business and upon fair
and reasonable terms no less favorable to the Company than woutd obtain tn a comparable arms-length
transaction with a Person not an Affiliate.

ARTICLE 7
FINANCIAL COVENANTS

Uniess otherwise agreed to in writing by CoBank, while this Agreement is in effect:

SECTION 7.01. Debt Service Coverage Ratio. The Company shall have for cach Fiscal year
of the Company, a Debt Service Coverage Ratia of not less than 1.25 to 1.00.

SECTION 7,02. Total Debt to Tota! Capitalization Ratio. The Company shal) have ar the
end ofeach fiscal year of the Company. a Total Debt t: Tota! Capitatization Ratio of not more than .65 to

1.00,
SECTION 7.03. Fiscal Year. The Company will not change its fiscal year

ARTICLE §
EVENTS OF DEFAULT

Each of the following shall constitute an “Event of Default” heretnder:

SECTION 8.01. Payment Defauit. The Company should fail to make when duc any payment
to CoBank hereunder, under any Promissary Note and Supplement, or under any other Loan Ductment.

SECTION 8.02. Representations and Warranties, Etc. Any opinion, certificate or like
document furnished to CoBank by or on bebalf of the Company, or any representation or warranty made
or deemed made by the Company herein ar in any other Loan Document, shall prove to have been false
or misleading in any material respect on or as of the date furnished, made or deemed made.