HAMPSHIRE COUNTY DEVELOPMENT AUTHORITY, with its principal office located in

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1 O1-24-'14 12:ll FROL T-076 POOO2/0007 F-168 LOAN AGFGEMENT THIS AGREEMENT, Made this -day of,2014, by and between CENTRAL HAMPSHIRE PUBLIC SERVICE DISTRICT, with its principal office located in Romney, West Virginia, [hereinafter referred to as "BORROWER"] HAMPSHIRE COUNTY DEVELOPMENT AUTHORITY, with its principal office located in Romney, West Virginia, bereinafter referred to as "LENDER" J. follows: a n d The parties hereto and in consideration of the covenants hereinafter provided agree as 1. Subject to the terms and conditions stated herein the Lender shall lend to Borrower Seventy five Thousand [$75,000.00] Dollars to be evidenced by a Promissory Note in substantially the form for Exhibit "A" attached hereto, in the principal amount of Seventy five Thousand [$75,000.00] Dollars and bearing 4.25% interest compounded annually until maturity. following: 2. The Borrower shall. have the right to repay the Note at any time before maturity. 3. The Lender shall not be obligated to lend any moneys until it has received the [a] A certified copy of the Resolution of the Board of Directors ofthe Borrower authorizing the execution of this Agreement and the Notes referred to herein. 4. Borrower shall use these funds exclusively for its ENGINEERING DESIGN FEES FOR THE CENTRAL HAMPSHIRE WASTE WATER PROJECT NO. 5. The terms of the Note to be executed by Borrower shall provide that the term of the Note shall be for a period of twelve [ 121 months, bearing 4.25% interest compounded annually and being non-amortizing. This note shall be due and payable one year from the date of loan closing. 6. The liability of principal repayment shdl only be the obligation of Borrower to the Lender and such principal repayment will be deferred for one year from the date of loan closing. 7. Neither the failure nor any delay on the part of the Lender to exercise any right, power, pivilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power, or privilege preclude any other or M er exercise thereof or the exercise of any other right, power or privilege. F -.

2 01-24-'14 12:12 FROM- T-076 P0003/0007 F-168 Lender and their respective successoxs and assigns. 9. This Agreement may not be modified except by written instrument executed by Borrower and Lender. 10, Any notice given under this Agreement shall, unless otherwise specified herein, be deemed effective upon deposit in the United States mail, first class, postage prepaid, addressed to Borrower at its respective place of business, or addressed to Lender at its principal office as last indicated to Borrower. 11. If any provision of this Agreement or any part thereof shall be invalidated, the remainder of the Agreement shall remain in effect. 12. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia. WHEREFORE, the parties have executed this Agreement on the respective date indicated above. Hampshire County Development Authority ATTEST Central Hampshire Public Service Disixict BY Its Chairman ATTEST STATE OF WEST VIRGINIA,

3 01-24-' 14 12: 12 FROM- COUNTY OF HAMPSHIRE, to-wit I, the undersigned, a Notary Public within and for the County and State aforesaid, do hereby certify that? of Central Hampshire Public Service District, whose name is signed to the foregoing Loan Agreement bearing date the - day of,2014, has this day in my said County, before me, acknowledge the said writing to be the act and deed of said corporation. Given under my hand this day of My commission expires: NOTARY PUBLIC STATE OF WEST VIRGINIA, COUNTY OF HAMPSHIRE, to-wit:

4 01-24-' ~ 14 FROM- T-077 P0004/0007 F-168 COUNTY OF HAMPSHIRE, to-wit: I, the undersigned, a Notary Public within and for the County and State aforesaid, do hereby certify that, of Central Hampshire Public Service District, whose name is signed to the foregoing Loan Agreement bearing date the - day of,2014, has this day in my said County, before me, acknowledge the said writing to be the act and deed of said corporation. Given under my hand this - day of My commission expires: STATE OF WEST VIRGMIA, NOTARY PUBLIC I, the undersigned, a Notary Public within and for the Com'y and State aforesaid, do hereby certify that of Hampshire County Development Authority, whose name is signed to the foregoing Loan Agreement bearing date the - day of,2014, has this day in my said County and State, before me, acknowledged the said writing to be the act and deed of said corporation. Given under my hand this - day of My commission expires: [Affix Notarial Seal] NOTARY PUBLIC

5 01-24-'14 12:14 FROM- T-077 P0005/0007 F-168 (EXHIBIT A) PROMISSORY NOTE $75, Romney, West Virginia -, 2014 FOR THE VALUE RECEIVED, the undersigned, CENTRAL HAMPSHIRE PUBLIC SERVICE DISTRICT, a corporation, with its principal office located in Romney, West Virginia, promises to pay to the order of HAMPSHIRE COUNTY ECONOMIC DEVELOPMENT AUTHORITY, a corporation, with its principal office located in Romney, West Virginia I or at such other place within the United States of America which the holder hereof may designate to the undersigned in writing, on the - day of,2014, the principal amount of SEVENTY-FIVE THOUSAND ($75,000.00) DOLLARS as provided below or so much thereof as may be outstanding with 4.25% interest compounded annually thereon from the date of this Note until paid. This Promissory Note is given pursuant to the provisions of a certain Loan Agreement made between CENTML HAMPSHIRE PUBLIC SERVICE DISTRICT and HAMPSHIRE COUNTY DEVELOPMENT AUTHORITY dated This Promissory Note i s unsecured, interest bearing, and provides for no amortization until the due date which shall. be one year from the date of the loan closing. Privilege is reserved to prepay, without premium or fee, the entire indebtedness evidenced hereby or any part of the same. 'The principal repayment for these h ds shall be paid by CENTRAL HAMPSHIRE PUBLIC SERVICE DISTRICT from the proceeds and Ewding in conjunction with the Central Hampshire Water Extension Project. The maker oftbis Note and each endorser ofthis Note hereby waive the benefit of the exemption under the homestead and bankruptcy laws as to this debt. And the makers and endorsers hereof hereby waive the presentment of this Note and demand for its payment, and also waive the protest, notice of dishonor and nonpayment ofthis Note. And it is expressly agreed by both makers and endorsers that should the holder of this Note give notice of presentment, demand for payment, protest, notice of dishonor, and nonpayment of same, that the

6 01-24-'14 12:15 FROM- T-077 P0006/0007 F-168 giving of such notice shall in no way affect or impair the validity of the above waiver, said waiver being to save expense and inconvenience to makers and endorsers. Dl WITNESS WHEREOF, the undersigned has caused its name to be signed as of the day and year first above written. CENTRAL HAMPSHIRE PUBLIC SERVICE DISTRICT BY Its Chairman ATTEST

7 ~15 FROM- T-077 P0007/0007 F-168 RESOLUTION WHEREAS: the Hampshire County Development Authority and the Central Hampshire Public Sewice District have worked together to secure funding for continued infrastructure development in Hampshire County, WHEREAS: The Hampshire County Development Authoity infrastructure revolving loan fund is maintained for the purpose of financing project related cost of infrastructure expansion and improvements in Hampshire County, WHEREAS: The Hampshire County Development Authority has agreed to provide a loan of $75,000 to the Central Hampshire Public Service District in accordance with the attached loan agreement and Exhibit A Promissory Note for the purpose of providing funding for the final design cost of the Central Hampshire Waste Water Project. NOW THEREFORE BE IT RESOLVED THAT The Central Hampshire Public Service District Board of Directors has voted unanimously this dare to execute said loan agreement and promissory note to provide funding for the final design cost ofthe Central Hampshire Waste Water Project and authorized its Chairman, Richard Wood, to sign said loan agreement and promissory note. I, Richard Wood, Chairman, Central Hampshire Public Service District, certify that the above is a true copy of a resolution adopted this date at a meeting of the Central Hampshire PSD. I further certify that a quonun of the Central Hampshire PSD was present and a majority of its members voted affirmatively for this resolution. Richard Wood, Chairman Date

8 :11 FROM- T-076 POOOl/0007 F-168 To: Ingrid Ferrell Fax: From: Les Shoemaker/ Ansel Date: Re: Central Hampshire PSD Pages: cc:...