Exhibit 10.54





Exhibit 10.54




AMENDMENT AGREEMENT




This AMENDMENT AGREEMENT (the “Agreement”) dated as of this 26th day of April,
2006, 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”),
PENNICHUCK WATER WORKS, INC., a New Hampshire corporation with a principal place of business at
25 Manchester Street, Merrimack, New Hampshire 03054 (“PWW” or the “Guarantor”) 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”).



WITNESSETH




WHEREAS, pursuant to the terms of a certain Loan Agreement between the Borrower, the
Guarantor 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 $16,000,000 line of credit loan to the
Borrower (the “Line of Credit”) (the Line of Credit is on occasion also referred to as a
“Loan”); and



WHEREAS, the Borrower has requested and the Bank has agreed to, among other things, (i) modify
certain financial covenants; and (ii) 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 and the Guarantor. Each of the
Borrower and the Guarantor represent and warrant to the Bank as follows:



(a) The representations, warranties and covenants of each of the Borrower and the Guarantor
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) Each of the Borrower and the Guarantor 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) Each of the Borrower and the Guarantor 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 each of the Borrower and the Guarantor
and are not in contravention of law, either the Borrower’s or the Guarantor’s Articles of
Incorporation, By-Laws, or the terms of any other documents, agreements, or undertaking to which
either the Borrower or the Guarantor is a party or by which either the Borrower or the Guarantor 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 and the
Guarantor 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 and the Guarantor, the Amendment Documents will
constitute a legally binding obligation of the Borrower and the Guarantor, 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) The Fleet Automated Credit Sweep Agreement dated March 22, 2005 between PC and the Bank
is hereby terminated. Simultaneously with the execution hereof, the Borrower and Bank will enter
into the AutoBorrow Agreement in the form attached hereto as Exhibit A. Section 5.15 of Article
V of the Agreement is hereby amended by adding the following to the end thereof:




“The Borrower and the Bank hereby agree that the terms of a certain AutoBorrow
Agreement between the Borrower and the Bank dated April  , 2006, as amended from time
to time, are incorporated by reference into the terms of the an Agreement and any
promissory note evidencing advances made under the said Line of Credit, as each such
document may be amended, extended, renewed or replaced by a written instrument
executed by the applicable parties; provided, however, with respect to any an under
the “AutoBorrow” program, the LIBOR Rate based option is not available, and all
interest thereunder shall accrue based upon the Prime Rate plus the Prime Applicable
Margin.”



(b) Section 5.18(b) of Article V of the Agreement is hereby amended by deleting it in its
entirety and replacing it with the following:




“(b) Tangible Net Worth. Maintain on a consolidated basis Tangible Net
Worth equal to at least $40,000,000 plus new equity issuance after December 31,
2005, if any. Tangible Net Worth is stockholders’ equity less intangible assets.”



(c) The Loan Agreement and all Loan Documents are hereby generally amended to reflect that
Bank of America, N.A. is successor by merger to Fleet National Bank and all references therein
are hereby changed accordingly.


 


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3. Ratification of the Guaranty Agreement. Reference is hereby made to the Guaranty
Agreement dated March 22, 2005 from the Guarantor to the Bank, as amended (the “Guaranty
Agreement”). The Guarantor hereby ratifies and confirms its guaranty under the Guaranty Agreement
as of the date hereof. The Guarantor hereby acknowledges that his obligations under the Guaranty
Agreement shall apply to the Line of Credit Note, the Line of Credit and the Swap Agreement and
that all amounts advanced or to be advanced thereunder shall be Guaranteed Obligations (as such
teen is defined in the Guaranty Agreement) for which the Guarantor shall be liable under the
Guaranty Agreement.



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



(a) The Borrower and the Guarantor 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 and the Guarantor 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 B.



(c) The Borrower shall pay the Bank a fee of $1,000 at or prior to closing which fee shall
also be for the amendment to the loan documents related to the $4,500,000 line of credit from
the Bank to PC which shall close simultaneously herewith.



5. 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.



6. 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 Line of Credit, as amended.



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


 


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8. 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.



(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, the Guarantor 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/ Jessica A. Nyland

	 	 	 	By:
	 	/s/ William D. Patterson
	 

	 	 	 	 	 	 
	Witness

	 	 	 	 	 	William D. Patterson 

Authorized Sr. Vice President, Treasurer 

And Chief Financial Officer
	 
	 	 	 	 	 	 
	 	 	 	 	PENNICHUCK WATER WORKS, INC.
	 
	 	 	 	 	 	 
	/s/ Jessica A. Nyland

	 	 	 	By:
	 	/s/ William D. Patterson
	 

	 	 	 	 	 	 
	Witness

	 	 	 	 	 	William D. Patterson 

Authorized Sr. Vice President, Treasurer 

And Chief Financial Officer






STATE OF NEW HAMPSHIRE

COUNTY OF HILLSBOROUGH




The foregoing instrument was acknowledged before me this
 _____ 

day of April, 2006, by Kenneth R.
Sheldon, duly authorized Senior Vice President of Bank of America, NA., a national bank organized
under the laws of the United States, on behalf of the same.



	 	 	 	 	 
	 	  
 	 
	 	Justice of the Peace/Notary Public 	 
	 	My Commission Expires:

Notary Seal 	 



 


 









 





STATE OF NEW HAMPSHIRE

COUNTY OF MERRIMAC




The foregoing instrument was acknowledged before me this 26th day of
April, 2006, by William D. Patterson, duly authorized Vice President, Treasurer and Chief
Financial Officer of PENNICHUCK WATER WORKS, INC., a New Hampshire corporation, on behalf
of the same.



	 	 	 	 	 
	 	                                           /s/ Jessica A. Nylund
 	 
	 	Notary Public 	 
	 	My Commission Expires:

Notary Seal 	 



JESSICA A. NYLUND, Notary Public        

My Commission Expires December 5, 2006




STATE OF NEW HAMPSHIRE

COUNTY OF MERRIMACK





The foregoing instrument was acknowledged before me this 26th day of
April, 2006, by William D. Patterson, duly authorized Vice President, Treasurer and Chief
Financial Officer of PENNICHUCK WATER WORKS, INC., a New Hampshire corporation, on behalf
of the same.



	 	 	 	 	 
	 	                                           /s/ Jessica A. Nylund
 	 
	 	Notary Public 	 
	 	My Commission Expires:

Notary Seal 	 



JESSICA A. NYLUND, Notary Public        

My Commission Expires December 5, 2006