exv10w1






Exhibit 10.1




AMENDMENT AGREEMENT




This AMENDMENT AGREEMENT (the “Agreement”) is dated as of this 23 day of June, 2011, by and
among PENNICHUCK CORPORATION, a New Hampshire corporation with a principal place of business at 25
Manchester Street, Merrimack, New Hampshire 03054 (“PC” or the “Borrower”) and BANK OF AMERICA,
N.A. (successor by merger to FLEET NATIONAL BANK), a national bank organized under the laws of the
United States with a place of business at 1155 Elm Street, Manchester, New Hampshire 03101 (the
“Bank”).



W I T N E S S E T H




WHEREAS, pursuant to the terms of a certain Loan Agreement between the Borrower and the Bank
dated March 22, 2005, as amended (the “Loan Agreement”) and certain loan documents referenced
therein or contemplated thereby (collectively the “Loan Documents”), the Bank has made a certain
$12,000,000 line of credit loan to the Borrower (the



“Primary Line of Credit”) and a certain $4,000,000 line of credit loan to the Borrower (the
“Secondary Line of Credit”). Any capitalized term used herein which is not defined herein shall
have the meaning given to such term in the Loan Agreement; and




WHEREAS, the Borrower has requested and the Bank has agreed to, among other things, (i) extend
the maturity date of the Primary Line of Credit; (ii) reflect that the Secondary Line of Credit;
has been terminated; and (iii) amend the Loan Documents in certain other respects.



NOW, THEREFORE, in consideration of the foregoing and mutual covenants and agreements therein
contained, the receipt and adequacy of which are hereby acknowledged, the parties covenant,
stipulate, and agree as follows:



1. Representations and Warranties of the Borrower. The Borrower represents and
warrants to the Bank as follows:



(a) The representations, warranties and covenants of the Borrower made in the Loan Documents,
as each may hereinafter be amended or modified, remain true and accurate and are hereby reaffirmed
as of the date hereof.



(b) The Borrower has performed, in all material respects, all obligations to be performed by
it to date under the Loan Documents, as each may hereinafter be amended or modified, and no event
of default exists thereunder.



(c) The Borrower is a corporation duly organized, qualified, and existing in good standing
under the laws of the State of New Hampshire and in all other jurisdictions in
which the character of the property owned or the nature of the existing business conducted by
such Borrower or Guarantor require its qualification as a foreign corporation.


 


 









 





(d) The execution, delivery, and performance of this Agreement and the documents relating
hereto (the “Amendment Documents”) are within the power of the Borrower and are not in
contravention of law, the Borrower’s Articles of Incorporation, By-Laws, or the terms of any other
documents, agreements, or undertaking to which the Borrower is a party or by which the Borrower is
bound. No approval of any person, corporation, governmental body, or other entity not provided
herewith is a prerequisite to the execution, delivery, and performance by the Borrower or any of
the documents submitted to the Bank in connection with the Amendment Documents to ensure the
validity or enforceability thereof, or upon execution by the Bank to ensure the validity or
enforceability thereof.



(e) When executed on behalf of the Borrower, the Amendment Documents will constitute a legally
binding obligation of the Borrower, enforceable in accordance with their terms; provided,
that the enforceability of any provisions in the Amendment Documents, or of any rights granted to
the Bank pursuant thereto may be subject to and affected by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of creditors generally and that the
right of the Bank to specifically enforce any provisions of the Amendment Documents is subject to
general principles of equity.



2. Amendment To Loan Agreement. The Loan Agreement shall be amended as follows:



(a) Section 2.5 of Article II of the Loan Agreement is hereby amended by deleting the first
sentence thereof in its entirety and replacing it with the following: “The Primary Line of Credit
shall mature on February 28, 2012.”



(b) Article II-A of the Loan Agreement is hereby generally amended to reflect that the
Secondary Line of Credit is hereby terminated.



(c) The terms and conditions of the Loan Agreement, as amended hereby, are hereby ratified and
confirmed.



3. Amendment to Primary Line of Credit Note. The Revolving Credit Promissory Note
dated August 31, 2006, as amended, made payable by the Borrower to the Bank in the principal amount
of Twelve Million Dollars ($12,000,000) (the “Primary Line of Credit Note”) is hereby amended as
follows:



(a) The maturity date appearing in the last sentence of the third paragraph of the Primary
Line of Credit Note is hereby extended from June 30, 2011 to February 28, 2012.



(b) This Agreement shall constitute an allonge to the Primary Line of Credit Note.



(c) The terms and conditions of the Primary Line of Credit Note, as amended hereby, are
ratified and confirmed.



4. Ratification of Pledge Agreement. Reference is hereby made to that certain Pledge
Agreement dated August 31, 2006, as amended, from the Borrower to the Bank (the “Pledge
Agreement”). The Borrower hereby pledges and confirms unto the Bank its pledge of the Pledged
Collateral as defined in the Pledge Agreement to secure the Secured Obligations, as defined in the
Pledge Agreement. The Borrower hereby ratifies and confirms the terms and conditions of the Pledge
Agreement, as amended hereby.


 


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5. Release of the Guaranty Agreement. Reference is hereby made to the Guaranty
Agreement dated March 22, 2005, as amended, from Pennichuck Water Works, Inc. to the Bank (the
“Guaranty Agreement”). Upon the termination of the Secondary Line of Credit, the Guaranty
Agreement is hereby released by the Bank. The Bank hereby expressly acknowledges that the
obligations under the Primary Line of Credit Note and the Primary Line of Credit are hereby
expressly excluded from the definition of the Guaranteed Obligations under such Guaranty Agreement.



6. Conditions Precedent. The obligations of the Bank hereunder are subject to
fulfillment of the following conditions precedent:



(a) The Borrower shall execute and deliver to the Bank this Agreement and the Amendment
Documents.



(b) The Bank shall have received (i) certified copies of instruments evidencing all corporate
action taken by the Borrower to authorize the execution and delivery of this Agreement and the
Amendment Documents and (ii) such other documents, legal opinions, papers and information as the
Bank shall reasonably require including all items listed on the Closing Agenda attached hereto as
Exhibit A.



(c) The Borrower shall pay the Bank a fee of $15,000 at or prior to closing.



7. Future References. All references to the Loan Documents shall hereafter refer to
such documents, as amended and shall expressly include, without limitation, this Agreement and all
other Amendment Documents.



8. Loan Documents. The Borrower shall deliver this Agreement to the Bank and this
Agreement shall be included in the term “the Loan Documents” in the Loan Agreement. The Loan
Documents, and the collateral granted to the Bank therein, shall secure the Loan (as defined in the
Loan Agreement) made pursuant to the Loan Agreement, as amended, and the payment and performance of
the Primary Line of Credit, as amended.



9. Continuing Effect. The provisions of the Loan Documents, as modified herein, shall
remain in full force and effect in accordance with their terms and are hereby ratified and
confirmed.



10. General.



(a) The Borrower shall execute and deliver such additional documents and do such other acts as
the Bank may reasonably require to implement the intent of this Agreement fully.


 


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(b) The Borrower shall pay all costs and expenses, including, but not limited to, reasonable
attorneys’ fees incurred by the Bank in connection with this Agreement. The Bank, at its option,
but without any obligation to do so, may advance funds to pay any such costs and expenses that are
the obligation of the Borrower, and all such funds advanced shall bear interest at the highest rate
provided in the Note, as amended.



(c) This Agreement may be executed in several counterparts by the Borrower and the Bank, each
of which shall be deemed an original but all of which together shall constitute one and the same
Agreement.



[SIGNATURE PAGES FOLLOW]




 


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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date set forth
above.



	 	 	 	 	 	 	 

	 	 	BANK OF AMERICA, N.A.	 	 
	 
	 	 	 	 	 	 
	/s/ Paula Belanger
 


	 	By:
	 	/s/ Kenneth R. Sheldon
 

	 	 
	Witness

	 	 	 	Kenneth R. Sheldon, Its Duly	 	 
	 

	 	 	 	Authorized Senior Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	PENNICHUCK CORPORATION	 	 
	 
	 	 	 	 	 	 
	/s/ Pamela J. Gorman
 


	 	By:
	 	/s/ Thomas C. Leonard
 

	 	 
	Witness

	 	 	 	Thomas C. Leonard, Its Duly	 	 
	 

	 	 	 	Authorized VP, Treasurer and CFO	 	 





 


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EXHIBIT A




CLOSING AGENDA



Amendment to Financings

from

BANK OF AMERICA, N.A. (the “Bank”)

to

PENNICHUCK CORPORATION (the “Borrower”)



June 23, 2011



BORROWER’S DOCUMENTS (Items 1-4 to be Delivered by Borrower and Counsel)





	1.	 	PENNICHUCK CORPORATION — Certificate of Existence

	 
	2.	 	PENNICHUCK CORPORATION — Secretary’s Certificate including Articles, Bylaws, Incumbency
Certificate and Board of Directors Resolution (Bring down certificate)

	 
	3.	 	Disbursement Authorization (form provided) and Payment of Bank fees and expenses

	 
	4.	 	Opinion of Counsel (Waived by Bank)






BANK’S DOCUMENTS (To be Prepared by Bank and its Counsel)





	5.	 	Amendment Agreement ($12,000,000 Line of Credit to PC)

	 
	6.	 	RSA 399-B Disclosure Statement ($12,000,000 Line of Credit to PC)