PROMISSORY NOTE AND SUPPLEMENT (Revolving Term Loan)
Exhibit 10.52
Loan No. RX0848T1
PROMISSORY NOTE AND SUPPLEMENT
(Revolving Term Loan)
(Revolving Term Loan)
THIS PROMISSORY NOTE AND SUPPLEMENT (this “Promissory Note and Supplement”) is entered
into as of February 9, 2010, between PENNICHUCK EAST UTILITY, INC., a New Hampshire corporation
(the “Company”), and CoBANK, ACB, a federally chartered instrumentality of the United
States (“CoBank”), and supplements the Master Loan Agreement dated as of February 9, 2010 (as
amended or restated from time to time, the “MLA”).
SECTION 1. The Commitment. On the terms and subject to the conditions set forth in the MLA
and this Promissory Note and Supplement, CoBank agrees to make loans (the “Loans”) to the
Company from time to time during the period set forth below in an aggregate principal amount not to
exceed $1,500,000 at any one time outstanding (the “Commitment”). During the term and
within the limits of the Commitment, the Company may borrow, prepay and reborrow.
SECTION 2. Purpose. The purpose of the Commitment is to provide financing for capital
expenditures and system improvements.
SECTION 3. Term. The term of the Commitment shall be from the date hereof up to second
anniversary of the date hereof (the “Maturity Date”).
SECTION 4. Availability. The Loans will be made available as provided in Section 2.02 of the
MLA.
SECTION 5. Interest.
(A) Rate Options. The Company agrees to pay interest on the unpaid balance of the Loans in
accordance with one of more of the following interest rate options, as selected by the Company:
(1) Weekly Variable Rate Option. At a rate per annum equal to the rate of interest established
by CoBank on the first Business Day of each week (the “Variable Rate
Option”). The rate established by CoBank shall be effective until the first Business Day of
the next week and each change in the rate shall be applicable to all balances subject to this
option. Information about the then current rate shall be made available upon telephonic request.
(2) Quoted Rate Option. At a fixed rate per annum to be quoted by CoBank in its sole
discretion in each instance (the “Quoted Fixed Rate Option”). Under this option, rates may
be fixed on such balances and for such periods (each, a “Quoted Fixed Rate Period”), as may
be agreeable to CoBank in its sole discretion in each instance, provided that: (1) rates may not
be fixed for Quoted Fixed Rate Periods of less than 30 days; (2) rates may only be fixed on
balances of $100,000.00 or in multiples thereof; and (3) the maximum number of balances that may be
subject to this option at any one time shall be five (5).
(3) LIBOR Option. At a fixed rate per annum equal to “LIBOR” (as hereinafter defined) plus
1.75% per annum (the “LIBOR Option”). Under this option rates may be fixed: (A) for
“Interest Periods” (as hereinafter defined) of 1,2, 3, 6, and 9 months, as selected by the
Company; provided, however, that: in no event may rates be fixed for Interest Periods expiring
after the Maturity Date; (B) on balances of $100,000 or in increments of $100,000; (C) on a
“Banking Day” (as hereinafter defined) on 3 Banking Days’ prior notice; and (D) on not more than
five (5) separate balances at any one
time. For purposes hereof: (a) “LIBOR” shall mean the rate (rounded upward to the nearest
sixteenth of a percentage point and adjusted for reserves required on “Eurocurrency Liabilities”
(as hereinafter defined) for banks subject to “FRB Regulation D” (as hereinafter defined) or
required by any other federal law or regulation) quoted by the British Bankers Association (“BBA”)
at 11:00 a.m. London time 2 Banking Days before the commencement of the Interest Period for the
offering of U.S. dollar deposits in the London interbank market for the Interest Period designated
by the Company, as published by Bloomberg or another major information vendor listed on BBA’s
official website; (b) “Banking Day” shall mean a day on which CoBank is open for business,
dealings in U.S. dollar deposits are being carried out in the London interbank market, and banks
are open for business in New York City and London, England; and (c) “Interest Period”
shall mean a period commencing on the date this option is to take effect and ending on the
numerically corresponding day in the next calendar month or the month that is 2, 3, 6, or 9 months
thereafter, as the case may be; provided, however, that: (i) in the event such ending day is not a
Banking Day, such period shall be extended to the next Banking Day unless such next Banking Day
falls in the next calendar month, in which case it shall end on the preceding Banking Day; and
(ii) if there is no numerically corresponding day in the month, then such period shall end on the
last Banking Day in the relevant month; (d) “Eurocurrency Liabilities” shall have meaning
as set forth in FRB Regulation D; and (e) “FRB Regulation D” shall mean Regulation
D as promulgated by the Board of Governors of the Federal Reserve System, 12 CFR Part 204, as
amended.
(B) Elections. Subject to the limitations set forth above, the Company: (1) shall select the
applicable rate option(s) at the time it requests a Loan; (2) may, on any Business Day, elect to
convert balances bearing interest at the Variable Rate Option to the Quoted Fixed Rate Option; (3)
may, on the last day of any Quoted Fixed Rate Period, elect to refix the rate under the Quoted
Fixed Rate Option or convert the balance to the Variable Rate Option; (4) may, on the last day of
any Interest Period, elect to convert balances bearing interest at the LIBOR Option to the Variable
Rate Option or Quoted Fixed Rate Option; and (5) may, on three Banking Days’ prior notice, elect to
convert balances bearing interest at the Variable Rate Option or the Quoted Fixed Rate Option to
the LIBOR Option or refix a rate under the LIBOR Option; provided, however, that balances bearing
interest at the Quoted Fixed Rate Option or the LIBOR Option may not be converted or continued
until the last day of the Quoted Fixed Rate Period or Interest Period applicable thereto. In the
absence of an election provided for herein, the Company shall be deemed to have elected the
Variable Rate Option. All elections provided for herein may be made telephonically, in writing, or,
if agreed to in a separate agreement, electronically, and must be received by 12:00 noon Company’s
local time on the applicable Business Day. Any election made telephonically, shall be promptly
confirmed in writing if so requested by CoBank.
(C) Calculation and Payment. Interest shall be calculated on the actual number of days each
Loan is outstanding on the basis of a year consisting of 360 days. In calculating interest, the
date each Loan is made shall be included and the date each Loan is repaid shall, if received
before 3:00 P.M. Mountain time, be excluded. Interest shall be: (1) calculated quarterly in
arrears as of the end of each calendar quarter and on the Maturity Date; and (2) due and payable
on the 20th day of each April, July, October, and January, and on the Maturity Date.
Notwithstanding the foregoing, at CoBank’s option, interest on balances bearing interest at the
LIBOR Option shall be payable on the last day of the Interest Period or, in the case of Interest
Periods of longer than three months, at three month intervals.
(D) Additional Provisions Regarding LIBOR Option. Notwithstanding any other provision hereof,
CoBank shall have the right to temporarily suspend or permanently terminate the Company’s ability
to fix rates under the LIBOR Option or for one or more Interest Periods if, for any reason
whatsoever (including a change in Law): (1) LIBOR is no longer being quoted in the London interbank
market or is no longer being quoted for an Interest Period; (2) CoBank is prohibited from offering
rates based on LIBOR; or (3) CoBank’s cost to fund balances bearing interest at the LIBOR Option
(as determined by CoBank in its sole discretion) increases beyond any corresponding increase in
LIBOR or decreases less than any corresponding decrease in LIBOR. In addition, if as a result
of a change in Law or otherwise, CoBank is required to allocate additional capital to, or otherwise
bear increase costs as a result of maintaining balances under, the LIBOR Option, the Company agrees
to indemnify CoBank upon demand against all such costs.
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SECTION 6. Commitment Fee. In consideration of the Commitment, the Company agrees to pay to
CoBank a commitment fee on the average daily unused portion of the Commitment at the rate of
1/4th of 1% per annum (calculated on a 360 day basis). Such fee shall be calculated: (A)
on the last day of each calendar quarter and on the date the Commitment expires or is terminated;
and (B) shall be due and payable on the 20th day of each January, April, July, and October and on
the date the Commitment expires or is terminated. Such fee shall be payable for each quarter (or
portion thereof) occurring during the original or any extended term of the Commitment.
SECTION 7. Promissory Note. The Company promises to pay to CoBank or order the principal
amount of the Loans on the Maturity Date. In addition to the above, the Company promises to pay to
CoBank or order interest on the unpaid principal balance of the Loans at the times and in
accordance with the provisions set forth above. If any date on which principal or interest is due
is not a Business Day, then such payment shall be due and payable on the next Business Day and, in
the case of principal, interest shall continue to accrue on the amount thereof.
SECTION 8. Prepayment. Subject to Section 10.01 of the MLA, the Company may prepay all or any
portion of the Loans. Unless otherwise agreed, all prepayments will be applied to such fixed and
variable rate balances outstanding on the Loans as CoBank shall specify.
SECTION 9. Security; Guaranties. The Company’s obligations hereunder and, to the extent
related hereto, the MLA shall be secured as provided in Section 2.04 of the MLA. In addition, the
Company’s obligations hereunder and, to the extent related hereto, the MLA, are guaranteed by
Pennichuck Corporation (as provided in the MLA).
SECTION 10. Conditions Precedent. In addition to the conditions precedent set forth in the
MLA, CoBank’s obligation to make any Loan to the Company hereunder is subject to the condition
precedent that CoBank shall have made the “Loan” contemplated in that certain Promissory Note and
Supplement between the parties dated as of the date hereof and numbered RX0848T2.
IN WITNESS WHEREOF, the parties have caused this Promissory Note and Supplement to be executed
by their duly authorized officers as of the date shown above.
| CoBANK, ACB | PENNICHUCK EAST UTILITY, INC. | |||||||||
By:
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/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||
| Title: Assistant Corporate Secretary | Title: President Regulated Utilites | |||||||||
| ▇▇▇▇▇ ▇▇▇▇▇▇ | ||||||||||
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