Exhibit 10.10
AMENDMENT AGREEMENT
This Amendment Agreement ("Agreement") entered into as of the 31st day of
July 1996, by and among PENNICHUCK CORPORATION, a New Hampshire corporation with
an address of 0 Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000 (the "Borrower"),
PENNICHUCK WATER WORKS, INC., a New Hampshire corporation with an address of 0
Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000 (the "Guarantor"), and FLEET BANK NH,
a bank incorporated under the laws of the State of New Hampshire with a
principal place of business at 0000 Xxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxxxxx 00000.
WITNESSETH:
WHEREAS, the Bank and the Borrower entered into a Loan Agreement dated
October 2, 1991 establishing a Revolving Line of Credit Loan (the "Loan") in
favor of the Borrower, as amended by agreements dated on or about June 4, 1993,
March 23, 1994 and May 4, 1995 (the "Loan Agreement");
WHEREAS, the Guarantor executed a Limited Guaranty Agreement dated as of
March 23, 1994 in which it guaranteed the payment of the Loan as governed by and
limited in said Limited Guaranty Agreement (the "Limited Guaranty Agreement");
WHEREAS, the parties have executed certain documents and instruments in
connection with the Loan (collectively the "Loan Documents"); and
WHEREAS, the Borrower and the Bank have agreed to amend the Loan Agreement
and Loan Documents to, among other things, decrease the amount available under
the Line of Credit (as such term is defined in the Loan Agreement) and to amend
the period of loan commitment under the Line of Credit.
NOW, THEREFORE, in consideration of the foregoing and mutual covenants and
agreements therein contained, the receipt and adequacy of which is 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 represents and warrants to the Bank as
follows:
(a) The representations, warranties and covenants of the Borrower and
the Guarantor made in the Loan Documents 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 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 is duly qualified to do business in all
jurisdictions in which the character of the property owned by or the nature
of its activities causes such qualification to be necessary.
(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 the Guarantor and are not in contravention of law, of
either of 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 or
the Guarantor of the Amendment Documents or any of the documents submitted
to the Bank in connection with the Amendment Documents, 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 the legally binding obligations of the
Borrower and the Guarantor, enforceable in accordance with their terms.
2. Amendment of Loan Agreement. The Loan Agreement is hereby amended by
deleting the amount "Five Million Five Hundred Thousand Dollars ($5,500,000.00)"
in the fifth and sixth lines of Article II(A) and replacing the amount with
"Four Million Five Hundred Thousand Dollars ($4,500,000.00)".
3. Amendment of Amended and Restated Revolving Credit Promissory Note. The
Amended and Restated Revolving Promissory Note in the face amount of $5,500,000
dated March 23, 1994 from the Borrower to the Bank (the "Note") is hereby
amended as follows:
(a) The amount "$5,500,000.00" appearing in the upper left hand corner
of page 1 thereof is hereby deleted and replaced with "$4,500,000.00".
(b) The phrase "Five Million Five Hundred Thousand Dollars
($5,500,000.00)" appearing in the ninth line of the first paragraph thereof
is hereby deleted and replaced with "Four Million Five Hundred Thousand
Dollars ($4,500,000.00)".
(c) The date "May 31, 1997" in the third paragraph is hereby deleted
and such date is replaced with "May 31, 1998".
(d) The phrase "fifteenth (15th)" appearing in the third line of the
second full paragraph on page 4 thereof is hereby replaced with "tenth
(10th)".
4. Guarantor Consent. By execution hereof, the Guarantor consents to this
Agreement and the transactions contemplated hereby and acknowledges and agrees
that its guaranty under the Limited Guaranty Agreement applies to all amounts
advanced or to be advanced under the Loan Agreement, the Note and all Loan
Documents, as amended, in accordance with the terms of the Limited Guaranty
Agreement.
5. Conditions Precedent. The obligations of the Bank hereunder are subject
to delivery by the Borrower and the Guarantor to the Bank of this Agreement and
all other documents set forth on the Closing Agenda attached hereto as Exhibit
A.
6. Loan Documents. The Borrower and the Guarantor shall deliver this
Agreement to the Bank and this Agreement shall be included in the term "the Loan
Documents" in the Loan Agreement. The collateral granted to the Bank therein,
including without limitation, the Limited Guaranty Agreement, shall continue to
secure the Loan as set forth in the Loan Documents, as amended hereby.
7. Future References. All references to the Loan Documents shall
hereinafter refer to such documents as amended.
8. Continuing Effect. The provisions of the Loan Document, as modified
herein, shall remain in full force and effect in accordance with their terms and
are hereby ratified and confirmed.
9. General. (a) The Borrower and the Guarantor 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, 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 Loan Documents.
(c) This Agreement may be executed in several counterparts by the
Borrower, the Bank and any obligor or guarantor of the Loan Agreement, each
of which.shall be deemed an original but all of which together shall
constitute one and the same Agreement.
IN WITNESS WHEREOF, the Bank, the Borrower and the Guarantor have executed
this agreement by their duly authorized officers (if appropriate) as of the date
set forth above.
FLEET BANK - NH
/s/ Xxxxx Xxxxxxxx By: /s/ Xxxxx X. Xxxxx
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Witness Xxxxx X. Xxxx, Its Duly
Authorized Vice President
PENNICHUCK CORPORATION
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Witness Xxxxxxx X. Xxxxx, Its Duly
Authorized Vice President
PENNICHUCK WATER WORKS, INC.
/s/ Xxxxxx Xxxxxx By: /s/ Xxxxxxx X. Xxxxx
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Witness Xxxxxxx X. Xxxxx, its Duly
Authorized Vice President
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
The foregoing instrument was acknowledged before me this 31st day of July, 1996
by Xxxxx X. Xxxxx, duly authorized Vice President of FLEET BANK - NH, a bank
incorporated under the laws of the State of New Hampshire, on behalf of same.
/s/ Xxxxx X. Xxxx
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Notary Public
My Commission Expires:
Notary Seal
XXXXX X. XXXX, Notary Public
My commission Expires April 28, 0000
XXXXX XX XXX XXXXXXXXX
XXXXXX XX XXXXXXXXXXXX
The foregoing instrument was acknowledged before me this 31st day of July, 1996
by Xxxxxxx X. Xxxxx, duly authorized Vice President of PENNICHUCK CORPORATION, a
New Hampshire corporation, on behalf of same.
/s/ Xxxxxx Xxxxxx
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Justice of the Peace/Notary
Public
My commission Expires: 2/14/99
Notary Xxxx
XXXXX XX XXX XXXXXXXXX
XXXXXX XX XXXXXXXXXXXX
The foregoing instrument was acknowledged before me this 31st day of JULY, 1996,
by Xxxxxxx X. Xxxxx, duly authorized Vice President of PENNICHUCK WATER WORKS,
INC., a New Hampshire corporation, on behalf of same.
/s/ Xxxxxx Xxxxxx
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Justice of the Peace/Notary
Public
My Commission Expires: 2/14/99
Notary Seal
