Documentation:
Financial Covenants:_
Negative covenants:
Reporting Requirements:
Events of Default:
Expenses and
Indemnification:
Patronage:
3
documents will contain the following conditions precedent,
representations and warranties, covenants and events of default:
Origination Fees:
Principal Repayment:
Prepayment:
Capitalization:
Collateral:
Gaurantee:
Documentation:
2
multiples of $100,000; (2) for periods of 12 months to the final maturity
date of the Term Loan; and (3) on no more than 5 separate balances at any
one time.
Interest will be calculated on the actual number of days elapsed on the
basis of a year consisting of 360 days and shall be payable monthly in
arrears by the 20" day of the following month.
None.
Attachment B
M 6340 South Fiddlers Green Circle
iS COBAN K Greenwood Village, CO 80111
800-542-8072
February 21, 2019
Mr. Larry Goodhue, President
Pennichuck Corporation
25 Manchester St.
Nashua, NH 03054
Dear Mr. Goodhue:
PENNICHUCK EAST UTILITY, INC.
FINANCIAL COVENANT CERTIFICATE
For fiscal year ending on
The undersigned hereby certifies to COBANK, ACB that set forth below are: (1) the financial ratios that
the Company was required to achieve for the fiscal year end covered by this Certificate; and (2) the
actual results achieved by the Company:
RATIO Required Achieved
Debt Service Coverage Ratio: 1.25 to 1.00
© net income (after taxes and after eliminating any
gain or loss on sale of assets or other
extraordinary gain or loss): $
EXHIBIT B
COMPLIANCE CERTIFICATE
TO: COBANK, ACB
FROM: PENNICHUCK EAST UTILITY, INC.
DATE: »20_
SUBJECT: COMPLIANCE CERTIFICATE FOR FISCAL PERIOD ENDING ON
,20_.
Reference is hereby made to that certain Master Loan Agreement dated as of February 9, 2010 (the
“Credit Agreement”), between PENNICHUCK EAST UTILITY, INC. (the “Company”) and
COBANK, ACB (“Lender”). Capitalized terms used in this certificate and not defined herein shall have
the meanings given to those terms in the Credit Agreement.
Total Capitalization shall mean Total Debt plus Net Worth; except that in determining
Total Capitalization, contributions in aid of construction, advances for construction, customer
deposits, or similar items reducing rate base calculations shall be excluded.
Loan Documents shall mean this Agreement, all Promissory Notes and Supplements, and all
instruments or documents relating to this Agreement or the Promissory Notes and Supplements,
including, without limitation, all applications, certificates, opinions of counsel, mortgages, deeds of
trust, security agreements, guaranties, interest rate risk management agreements (including the ISDA
2002 Master Agreement and all schedules thereto),and pledge agreements.
Default Rate shall mean: (1) in the case of principal, 4% per annum in excess of the rate(s)
that would otherwise be in effect on the loans under the Promissory Notes and Supplements; and (2)
in the case of overdue interest, fees and other charges, 4% per annum in excess of the CoBank Base
Rate, as in effect from time to time.
EXHIBIT A
DEFINITIONS AND RULES OF INTERPRETATION
SECTION 1.01 Definitions. As used in the Agreement, any amendment thereto, or in
any Promissory Note and Supplement, the following terms shall have the following meanings:
disposal of all Hazardous Materials located on any property of the Company; (B) any claims, suits, or
liabilities against the Company; and (C) the failure to pay any taxes as and when due. The foregoing
indemnities shall not apply with respect to an Indemnitee to the extent arising as a result of the gross
negligence or willful misconduct of such Indemnitee. The indemnification provided for hereunder shall
survive the termination of this Agreement.
SECTION 10.09. [Intentionally Omitted]
