Search

December 22, 2021
Page 2

CAD .dwg files of the existing landfill site from the City for use as a
base plan (LANDFILL PROPOSED BUILDING .DWG,
FUTUREDPW_BUILDINGSURVEYLIMITS01132020.DWG and
20190322-LANDFILL OFFICE PROPOSAL-REV1.DWG). These
.dwg files were worksheets and not an existing conditions survey
required for design. We spent considerable time compiling these
files to the best of our ability and used the LIDAR contour in the
lower western portion of site. Wetlands delineation was also
needed and performed by Hoyle Tanner.

B. SD Pian Set 30% for Harvey: $3,000
a. The Schematic design set was developed and advanced beyond
the anticipated 30% Schematic Design and the site was graded for
Harvey Construction to be able to accurately calculate cut and fill
volumes to further define their cost estimate for the City.

C. Shift Building and Roadway alignment: $13,000

a. The building and driveway access was shifted to the east at the
direction of the City to provide a more mature existing tree buffer
to some of the direct abutters. This shift required the site and
driveway access to be redesigned including re-grading of the
proposed finished grade, utilities, and stormwater drainage.

b. Hoyle Tanner provided initial relocated building points to the City
for them to layout the proposed building location.

D. Full Planning Board Submission versus Courtesy Presentation:
$5,500
a. Typical of Municipal projects, Hoyle Tanner had assumed that a
courtesy presentation would be made to the Planning Board to
provide an overview of the project and a full Site Plan application
was not required for the City’s own project. We became aware
after Schematic Design that the City is required to go through the
full Site Plan process in accordance with their Land Use
Regulations. Additional services provided and prepared:
i. Complete Site Plan Application and filing
ii, Plan revisions
iii, Preparation of an extensive abutters list
iv. Conditional Use Permit (CUP) application
v. Formal Waivers list for numerous waivers
vi. Lot Merger Application and packaging
vii. Coordination with Pennichuck Water Works related to
“ability to serve” requirements
viii. Expenses related to print multiple sets of large format
drawings and the site plan review application package.”

Task 2 — Drainage Redesign (To be completed)
A. Site Redesign: $7,000

a. Hoyle Tanner has been in discussion with the City and Sanborn
Head to address concerns brought up by NHDES in relation to the
location of Infiltration Basin #2 and the existing required
permitting/monitoring program for the landfill. There were different

EXHIBIT B
COMPLIANCE CERTIFICATE

TO: COBANK, ACE
FROM: PENNICHUCK EAST UTILITY, INC.
BATE: , 2b

SUBJECT: COMPLIANCE CERTIFICATE FOR FISCAL PERIOD ENDING ON
20.

Reference is hereby tmade to that certain Master Loan Agreement dated as of February 9, 20°0 {the
“Cred Agreement’), between PENNICHUCK EAST UTILITY, INC, (the “Company’) and
COBANK, ACB (“Lender”). Capitalized terms used in th's certificate and not defined here: shall have
the niganings given to thase terms in the Credit Agreement.

1am the __.....) of the Company and am furnishing this Certificate
youl pursuant to Section 3.06(C} of the Cred Agreement

Attached hereto are cre aanual financial statements required bs Section 5.06{A} of the Credit Agreement.
The undersigned hereby certifies thar the annual financial statements present fairly, in all material
respects. the Financial conditions and results of operations of the Company in accordance with GAAP
consistently applied (or the appropriate standards of the regulatory agency having jurisdiction over the
Comopany, if any’.

In addition to the above, attached hereto is a certificate calculating the financial covenants set forth in
Article 7 of the Credit Agreement, ‘fhe undersigned hereby certifies that the financial covenants were
calcuiated in a manner consistent with the requirements of the Credit Agreement.

thereby certify that a review in reasonable detai! of the activities of Company during the period coversd
by the financial statements attached hereto has been made ar caused to be made under my supervision
and that [pivs2 cheek aac of che following boxes aed af tie second hos caecaed, complet the information reniuersd

therennder |:

{ | Such review has not disclosed the existence during or at the ond of the period covered
by the Mnancial statements of any condition or event which constitutes a Default or an Event of Defaule:

[ i Such review has disclased the existence of the fellewing Default(s} and or Event(s) of

Default [spec the nature ane period of existenee thereaf and what actan He Company Aas tikes is fexeng and prop sses ta

tant uate resent berets]?

‘

{Signature}

{Print Name}

Chict tsnanetal Officer
{Title}

* bust be trom ine Cork F carcial OF cer

PENNICHUCK EAST UTILITY, ENC,
FINANCIAL COVENANT CERTIFICATE
Tor fiscal year ending on

The undersigned hereby certifies tp COBANK, ACB that set forth below are: (1) the financial ratios that
the Company was required to achieve for the Fiseal year end covered by this Certificate; and (2) the
actual results achieved by the Campany:

RATIO — _ Required ; Achieved

| Debt Service Coverage Ratiz: 1.25 te 1.00 |

® nel income (after taxes and after eliminating any |
gain or toss on sale of assets or other}
extraordinary gainorloss:$

« plus depreciation expense: $

@ plus amortization expense: §

e piusinterestexpense: 3

® minus non-cash income from subsidiaries and-or |
joint ventures: (5 5

within the period on all Leng-Verm Debt.

Ss plus interest expense: $ .
Ratio of Lotal Debt to Total Capitalization: Not greaier .
« Total Debtatendofyear; 3 . i than.65 to —
» Net Worthatendofyear; § : 1.00

All of the above ratios were calculated in accordance with the terms of the Master Loan Agreement.
PENNICHUCK EAST UTILITY, INC.

By:

Its: Chief Financial Officer

Loan No. RXO848

FIRST AMENDMENT TO
MASTER LOAN AGREEMENT

THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT (this “Aureement”) is entcred
into as of April 25, 2018, between PENNICHUCK EAST UTILITY INC. a New Hampshire corporation (the
*Company”), and CoBANK, ACB, a federally chartered instrumentality of the United States (“CoBank”).

BACKGROUND

CoBank and the Company are parties to a Master Loan Agreement dated as of February 9, 2010 (the

NOW, THEREFORE, for valuabie consideration, the reccipt and sufficiency of which are hereby
acknowledged, the Company and CoBank agree as follows:

SECTION 1, Definitions. Capitalized terms used hercin and not defined herein shall have the
Incanings given to those terms in the Master Loan Agreement.

SECTION 2. Amendment to Debt Service Coverage Ratio, The first sentence of Section 7.01 of
the Master Loan Agrecment is hereby armended and cestated to read as follows:

The Company shall have for each fiscal year of the Company, a Dcbt
Service Covcraye Ratio of not less than 1.10 to 1.00.

SECTION 3. Representations and Warranties. To induce CoBank to enter into this Amendment,
the Company represents and warrants that: (A) no consent, permission, authorization. order or license of any
governmental authority or of any party to any agreement to which the Campany is a party or by which it or any
af its property may be bound or affected, is necessary in connection with the cxcculion, delivery, performance
or enforcement of this Amendment; (B) the Company is in compliance with ali of the icrms of the Joan
Documents, and no Default or Event of Default exists; and (C) this Amendment has been duly authorized,
executed and delivered by the Company, and creates legal, valid, and binding obligations of the Company
which are enforceable in accordance with their terms, except to the exicnt that enforceability may be limited hy
applicable bankruptcy, insolvency or siinilar Laws alfecting the rights of creditors generally.

SECTION 4. Confirmation. Except as amended hereby, the Master Loan Agreement shall remain
in full force and effect as written.

SECTION 5. Counterparts and Electronic Delivery. This Amendment may be executed in
counterparts (and by differcnt partics in different counterparts), each of which shall constitute an original, and

all of which when taken together shall constitute a single agreement. In addition, this Amendment may be
delivered by electronic means.

(Signature Page(s) Follow)

ABI263 14 |

IN WITNESS WHEREOF, the parties hove couscd this Amendment to be executed by their duly
nuthonized officers as of the dute shown above.

PENNICHUCK EAST UTILITY INC,

By: am PA
Larry). Goodhue
Title: Chief kxecutive Officer

(First Amendment to Master Loan Agreement)

Active’ 429283144

ATTACHMENT C

Guarantee of Payment (Continuing)

Aftachment C

GUARANTEE OF PAYMENT
(CONTINUING)

THIS GUARANTEE OF PAYMENT (this “Guaranty") is executed as of February 9, 2010, by
PENNICHUCK CORPORATION, a New Hampshire corporation (hereinafter referred to as the
“Guarantor’}, in favor COBANK, ACB (hereinafter referred to as "CoBank").

BACKGROUND

Pennichuck East Utility, ine. (the “Company") has obtained or may desire at some point in time
and/or from time to time to obtain joans, advances and other financial accommodations from CoBank,
Owing to Company's financial condition andor ether factors, CoBank ts not willing to extend or continue to
extend credit to the Company without the guaranty of the Guarantor, Having a financial interest in the
Company and expecting to henefit from such credit, the Guarantor is willing to furnish that guaranty,

NOW, THEREFORE, in order to induce CoBank to extend credit to the Company and for good
and valuable other consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees as follaws:

SECTION 1. Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to
CoBank the puactual payment when due, whether at stated maturity, by acceleration or otherwise, of all
indebtedness, obligations and liabilities of the Company to CoBank, whether now existing or hereafter
incurred, incliding, but not limited to, those under or arising out of or in connection with any loans,
advances, acceptances, letters of credit, indemnities, foreign exchange contracts or any other kind of
contract or agreement under which the Company may be indebted to CoBank in any manner, whether for
principal, interest. fees, surcharges, expenses or otherwise. For ease of reference: (i) all such indebtedness,
obligations and liabilities shal! hereinafter be collectively referred to as the “Guaranteed Obligations”: and
(ti) all instruments, documents and agreements evidencing or relating to the Guaranteed Obtigations
(including all loan agreements, promissory notes, retmbursement agreements, securily agreements,
mortgages and deeds of trust} shall hereinafter collectively be referred to as the "Loan Documents.” Without
limiting the foregoing, the Loan Documents shall include (but shali not be limited to) the: (1} Master Loan
Agreement dated as of February 9, 2010, between che Campany and CoBank (as amended or restated from
time to time, the “"MLA”}, (2} Promissory Note and Supplement dated as of February 9, 2010, belween the
Company and CoBank and numbered RXO848TI; (3) Promissery Note and Supplement dated as of
February 9, 2010, between the Company and CoBank and numbered RXO8487T2; (4) all future Promissory
Notes and Supplements issued under the Master Loan Agreement; (5) the ISDA 2002 Master Agreement
dated as of February 9, 2010, between the Company and CoBank, and all schedules executed at any time in
connection therewith; and (6) all amendiments to and restatements of each of the foregoing.

SECTION 2, Guaranty of Payment; Waiver of Defenses, Etc. This Guaranty is a guarantee of
payment and not of collection. he Guarantor acknowledges and agrees that this Guaranty is an absolute
and independent obiigation of the Guarantor, and therefore waives any right to require that any action be
brought against the Company, another guarantor or any other person or entity which is liable for al! or any
part of the Guaranteed Obligations, or to require that resort be had at any time to any security for the
Guaranteed Obligations or to any right of setoff or similar right. The Guarantor’s obligations hereunder
shall be payable on demand and shall be absolute and unconditional irrespective of (and the Guarantor
hereby expressiy waives any defense or ciaim of discharge based on): (i) the alteration or modification from
time to time (whether material or otherwise) of the Guarantecd Obligations, including the date, time, and
place of payment, an increase or decrease in the rate or rates of interest accruing on the Guaranteed
Obligations, the period during which the Guaranteed Obligations may be made, the amount of the
Guarantecd Obligations or otherwise: (i1) the waiver by CoBank of tre Company's compliance with any of

the terms and conditions of the Loan Documents; (iii) the forbearance by CoBank from exercising any right
or remedy it may have under the Loan Documents or under law; (iv) any inability, failure, negiect or
amission to obtain, perfect, maintain, enforce, or realize upon any collaicral for the Guaranteed Obligations,
or 10 pursue or obtain any deficiency judgment against the Company following any foreclosure of any
security interest, mortgage or deed of trust; :¥) the Joss or impairment of any collateral, the subordination or
release of CoBank's lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateral;
(vi} CoBank reieasing, watving, discharging, or modifying the obligations of one or more other guarantors
(whether a party hereto or to a separate agreement with CoBank); (vii) the acceptance by CoBank of any
partial payment on the Guaranteed Obligations or any collateral therefor, or CoBank settling, subordinating,
compromising, discharging. or releasing the Guaranteed Obligations or any collateral therefor, (viii) the
enforceability of the Loan Documents; (ix) any defenses or counterclaims assertable by the Company,
including any defense or counterclaim based on fatlure of consideration, fraud, statute of frauds,
bankruptcy, statute of limitations, lender liability, and accord and satisfaction; {x} any setoff, counterclaim,
recoupmient of similar right assertable by the Company, the Guarantor, or other guarantor (whether a party
hereto or to a separate puarantec): or (xi) any other circumstance which constitutes a legal or equitable
discharge of a guarantor or surety. This Guaranty shall cantinue in full force and effect until five business
days after written notice of termination shail have been received by CoRank. Noowithstanding the
foregoing, such notice of termination shall not be effective as to any Guaranteed Obligations: (1) existing
prior to the effective date of termination; (2) arising thereafter pursuant to any commitment to extend credit
entered inta prior to the effective date of such notice (regardless of whether CoBank has or from time to
time acquires a right to suspend or terminate such commitment owing to the occurrence of a default or
othenwise), (3) any extensions, renewals, or refinancings of any Guaranteed Obligations referred to in {1} or
(2) above made before or after the effective date of termination; and (4) interest, fees, expenses, and other
Guaranteed Obligations relating to any of the foregomg. In addition, no stich notice of termination shall in
any manner impair or alter CoBank’s rights or obligations hereunder with respect to such Guaranteed
Obligations (including under Sections? and 3 hercof} or affect or impair the obligations of any other
guarantor (whether a party hercta or to a separate guarantec),

SECTION 3. Subordination and Subrogation. The Guarantor bereby agrees that all
indebtedness and other obligations of the Company (now existing or hereafter incurred} to the Guarantor are
and shall be subordinated in right of payment to the prior payment in Full by the Company of its obligations
to CoBank under the |.van Documents. During the existence of a “Default” or an “Event of Default under
the Loan Documents, no payments by the Company shall be accepted by the Guarantor with respect to such
subordinated obligations and, if any such payments are inadvertently received, the same shail be held in
trust and promptly tumed over to CoBank. The Guarantor hereby waives all claims, rights or remedies that
it may have at law or m equity (inclucting, withour fimitarion, any law subrogating the Guarantor to the
rights of CoBank} to seek contribution, indemnification. or any other form of reimbursement from the
Company. any other guarantor, or any other person or entity now or hereafter primarily or secondarily fiable
for any Obligations of the Guarantor to CoBank, for any disbursement madc by the Guarantor under or in
connection with this Guaranty or othenvise. The Guarantor hereby stipulates and agrees that any such
disbursement made by the Guarantor shail be a contribution to the equity capital of the Company,

SECTION 4. Recovery of Payment. [f any payment received b} CoBank and applied to the
Guaraniced Obiigations is subsequently set aside, recovered, rescinded, or required to be returned for any
reason (including, without limitation, the bankruptey, insolvency or reorganization of the Guarantor), the
Guaranteed Obligations to which such payment was applied skali for the purposes of this Guaranty and ail
instruments or documents executed in connection herewith or securing the Guarantor’s obligations
hereunder, be deemed to have continued tn existence, and this Guaranty shall be enforceabie as to such
Guaranteed Obligations as fully as if such applications had never been made.

SECTION 5. Information Regarding Company; Waiver of Notices, Ete. The Guarantor
assumes responsibility for keeping fully infonned of the financial condition of the Company, its liability
hereunder and ali other circumstances affecting the Company's ability to pay and perform the Guaranteed
Obligations, The Guarantor agrees that CoBank shal! have no duty to report to or notify the Guarantor of:
(i) any information which CoBank shall receive about the financia! condition of the Company (including
adverse matters); (ti) the Company's performance under the Loan Documents (including nonpayment or the
occurrence of any other default}, (i!) any circumstances bearing on the Company's ability to perfornn the
Guaranteed Obfigations; (iv) any increases in the amount of the Guaranteed Obligations or any renewals,
extenstons or refinancing(s} of any Guaranteed Obligation, (v) any actions taken by CoBank or the
Company under any Loan Document, (vi) any matters relating to another guarantor; (vil) any matter set
forth in Seetina 2 hereof, or {viit} any other matter relating te the Cruaranteed Obligations; and the
Guarantor hereby expressly and unconditionally waives any defense or claim of discharge based on the
failure of CoBank to report to or notify the Guarantor of any such information. [n addition, the Guarantor
hereby acknowledges that it has entered into this Guaranty based upon its own independent knowledge of or
investigation into the affairs of the Cumpany and any other guarantor (whether a party hereto er to a
separaie guarantee) and has not reaed in any respect on CyBank or any officers. employees, or agents
thereof.

SECTION 6. Representations and Warranties. The Guarantor hereby represents and warrants
as follows:

(A) Organization; Power; Etc. The Guarantor. (i) is duly organized, validiy eaisting,
and in good standing under the laws of its state of incorporation or formation; (ii) is duly qualified to do
business and js in good standing in each jurisdiction in which the transaction of igs business makes such
qualification necessary; (it!) has afl requisite corporate and legal power to own and operate Its assets and ©
carry on its business and to enter into and perform this Guarancy; and Civ} has duly and lawfully obtained
and maintained alf liconses, certificates, permits, authorizations, approvals, and the like which are material
to the conduct of its business or which may be otherwise required by law, rule, regulation, ordinance, cade.
order or the like (collectively, “Laws” ).

(B) Due Authorization; No Violation; Etc. The execution and delivery by the
Guarantor of, and the performance by the Guarantor of its obligations under, tms Guaranty and all
instruments and documents executed in connection herewnth have been duly authorized by all requisite
corporate or other aetion on the part of the Guarantor aad do not and will not: (i conflict with, or constitute
(with or without the giving of notice and/or the passage of time and/er the occurrence of any other
condition) a default under, any other agreement to which the Guarantor fs a party or oy which it or any of ils
property may be bound or affected, or with any provision of its articles of incorporation, bylaws or other
organizational documents; (ii) requtre the consent, permission, authorization, order or license of any
governmental authority or af any party to any} agreement to which the Guarantor is a party or by which it or
any of its property may be bound or affected, except as has been obtained and are in full force and effect;
(iii) violate any provision of any jaw, ate, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect applicable to it; or (iv}resuit in, or require, the creation or
imposition of any lien, security interest or other charge or encumbrance upon or with respect to any of its
properties now owned or hereafter acquired.

(C) Binding Agreement. This Guaranty and each instrument and document executed
in connection herewith is, or when executed and delivered will be, the leeal, valid, and binding obligation of
the Guarantor, enforceable in accordance with its terms, subject only ta limitations on enforceability
imposed by applicable bankruptcy, insoivency, reorganization, moraterium, or similar Laws affecting
creditors’ rights generally.

(D) Litigation. Except as discinsed in the Company's Application for Credit dated as
of February 9, 2010 (the “Application”), there are no pending legal, arbitration, or governmental actions or
proceedings to which the Guarantor is a party or to which any of its property is subject which, if adversely
determined, could have a material adverse effect on the condition, financial or otherwise, operations,
properties, ar business of the Guarantor, or on the ability of the Guaranter to perform its oblivations
hereunder or under any instrument or document executed in connection herewith, and to the best of the
Guarantors knowledge, ne such actions or proceedings are threatened or contemplated

(E) Financial Statements: No Material Adverse Change; Ete. The annual audited
consolidating and consolidated financtal statements of the Guarantor and its consolidated subsidiaries, if
any, for the fiscal year ended in 2008 and the interim consolidated financial statements of the Guarantor and
its consolidated subsidiaries, if any, for the period ending on June 30, 2009, copies of which (together with
all notes and schedules relating thereto; have been submitted to CoBank, are complete and correct and fairly
present the financial condition of the Guarantor and the results of the Guarantors operations for the periods
covered thereby, and are prepared in accordance with generally accepted accounting principles ("GAAP")
consistenily applied. Since the date of the interim statements. there has been no material adverse change in
the condition, financial or otherwise, business, or operations of the Guarantor. There are no abilities of the
Guarantor, fixed or contingent, which are material but which are not reflected in the financial statements or

the notes thereto.

(F) Title to Property. The Guarantor has title to, or valid leasehold interests in, all of
HS property, real and personal, including the properties reflected in the financial statements referred to above
(other than any property disposed of in the ordinan course of business}.

(G) Compfiance with Laws, Environmental Matters, Etc. All of the properties of
the Guarantor and all of its operations are in compitance in ali material respects with all applicable Laws
including, without limitation, all Laws relating te the environment. No property owned or leased by the
Guarantor is being used ar, to ts knowledge, has been used for the disposal, treatment, storage, processing
or handling of hazardous waste or materials fas defined under any environmental Law} and no mv estigation,
claim, ftigation, proceeding, order, judgment, decree, sectlement, [ten or the like with respect to any
environmental matter is proposed, threatened, anticipated ar in existence with respect to its properties or
operations, In addition, no environmental contamination or condition currently exists on any property of the
Guarantor or, to its knowledge, any adjoining property, which could delay the sale or other disposttion of, or
could have (ar already has nad) an adverse effect or the value of, its property.

(H) Compliance With Guaranty. As of the date hereof, the Guaramer is operating 3
business in compHanec with al! of the covenants set forth in this Guaranty.

SECTION. Affirmative Covenants. tiniess otherwise agreed to in writing by CoBank, while
this Guaranty is in effect, whether or not any Guaranteed Obligations are outstanding hereunder, the
Guarantor agrees to, and agrees to cause each of its subsidiaries to

{A) Corporate Existence, Licenses. Fic. Preserve and keep in full force and effect
its existence and good standing in the jurisdiction of its incorporation or formation, qualify and remain
qualified to transact business in all jurisdictions where such qualification is required, and obtain and
maintain all licenses, certificates, permits, authorizations, approvals, and the like which are marerial to
the conduct of its business or required by Law.

{B) Compliance with Laws. Comply in all material respects with ail applicable
Laws, including, without limitation. all Laws relating te environmental protection. Ln addition, the