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Loan Documents shall mean this Agreement, all Promissory Notes and Supplements, and all
instruments or documents relating to this Agreement or the Promissory Notes and Supplements,
including, without limitation, all applications, certificates, opinions of counsel, mortgages, deeds of
trust, security agreements, guaranties, interest rate risk management agreements (including the ISDA
2002 Master Agreement and all schedules thereto),and pledge agreements.

Long-Term Debt shall mean for the Company on a consolidated basis the sum of (a) all
indebtedness for borrowed money, (b) obligations which are evidenced by notes, bonds, debentures
or similar instruments, (c} that portion of obligations with respect to capital leases or other
capitalized agreements that are properly classified as a liability on the balance sheet in conformity
with GAAP or which are treated as operating leases under regulations applicable to them but which
otherwise would be required to be capitalized under GAAP, and (d) indebtedness or obligations
guarantied by the Company or secured by any Lien on any property of the Company, in each case
having a maturity of more than one year from the date of its creation or having a maturity within one
year from such date but that is renewable or extendible, at the Company's option, to a date more than
one year from such date or that arises under a revolving credit or similar agreement that obligates the
lender{s) to extend credit during a periad of more than one year from such date, including all current
maturities in respect of such indebtedness whether or not required to be paid within one year from
the date of its creation.

Material Adverse Effect shall mean a materia! adverse effect on the condition, financial or
otherwise, operations, properties, margins or business of the Company or any Subsidiary or on the
ability of the Company or any Subsidiary to perform its obligations under the Loan Documents.

Money Pool Agreement shall mean that certain Money Pool Agreement dated as of January
1, 2006, among the Guarantor, the Company, PWW, and other affiliates of the Guarantor.

Net Worth shall mean the difference between total assets less total liabilities (both as
determined on a consolidated basis in accordance with GAAP consistently applied or the appropriate
standards of the regulatory agency having jurisdiction over the Company).

Person shall mean an individual, partnership, limited lability company, corporation,
business trust, joint stock company, trust, unincorporated association, joint venture, governmental
authority, or other entity of whatever nature.

Promissory Note and Supplement shall have the meaning set forth in Section 2.01 of the
Agreement.

P WW shall have the meaning set forth in Section 3.01(C) hereof,

Subsidiary shail mean, as to the Company, a corporation, partnership, limited liability
company, joint venture, or other Person of which shares of stock or other equity interests having
ordinary voting power to elect a majority of the board of directors or other managers of such
corporation, partnership, limited liability company, joint venture, or other Person are at the time
owned, or the management of which is otherwise controlled, directly or indirectly, through one or
more intermediartes, or both, by the Company,

Total Capitalization shall mean Total Debt plus Net Worth, except that in determining
Total Capitalization, contributions in aid of construction, advances for construction, customer
deposits, or similar items reducing rate base calculations shall be excluded.

Total Debt shall mean for the Company on a consolidated basis the sum of the following as
of the end of the fiscal year: (a) all indebtedness for borrowed money or for the deferred purchase
price of property or services {other than accounts payable to trade creditors incurred in the ordinary
course of business), (b) obligations which are evidenced by notes, bonds, debentures or similar
instruments, (c) that portion of obligations with respect to Capital Leases or other capitalized
agreements that are properly classified as a liability on the balance sheet in conformity with GAAP
or which are treated as operating leases under regulations applicable to them but which otherwise
would be required to be capitalized under GAAP; (d) debt secured by a Lien on any assets of the
Company or its Subsidiaries (whether or not the debt has been assumed), and (e) all obligations
guarantied by the Company or any Subsidiary.

Total Debt to Capitalization Ratio shall mean a ratio of Total Debt at the end of the fiscal
year to Total Capitalization at the end of the fiscal year.

SECTION 1.02 Rules of Interpretation. The following rules of interpretation shall
apply to the Agreement, all Promissory Notes and Supplements, and all amendments to either of the
foregoing:

Accounting Terms. All accounting terms not specifically defined herein shall be construed
in accordance with GAAP, and all financial data submitted pursuant to this Agreement shail be
prepared in accordance with such principles.

Number. All terms stated in the singular shall include the plural, and all terms stated in the
plural shall include the singular.

Including. The term “including” shall mean including, but not limited to.

Default. The expression "while any Default or Event of Default shall have occurred and be
continuing” (or like expression) shall be deemed to include the period following any acceleration of
the obligations (unless such acceleration is rescinded).

Permitted Encumbrances, CoBank's consent to the Company having one or more Liens on
all or any portion of its assets, shall not be construed to be an agreement to subordinate its Lien on
those assets to the extent that such Lien is not otherwise entitled to priority under Law.

EXHIBIT B
COMPLIANCE CERTIFICATE

TO: COBANK, ACB
FROM: PENNICHUCK EAST UTILITY, INC.
BATE: 20

SUBJECT: COMPLIANCE CERTIFICATE FOR FISCAL PERIOD ENDING ON
20,

Reference is hereby made to that certain Master Loan Agreement dated as of February 9, 2010 (the
“Credit Agreement”), between PENNICHUCK EAST UTILITY, INC, (the “Company”) and
COBANK, ACB (“Lender”), Capitalized terms used in this certificate and not defined herein shall have
the meanings given to those terms in the Credit Agreement,

lam the ' of the Company and am furnishing this Certificate to
you pursuant to Section 5.06(C) of the Credit Agreement.

Attached hereto are the annual financial statements required by Section 5.06(A) of the Credit Agreement.
The undersigned hereby certifies that the annual financial statements present fairly, in all material
respects, the financial conditions and results of operations of the Company in accordance with GAAP
consistently applied (or the appropriate standards of the regulatory agency having jurisdiction over the
Company, if any).

In addition to the above, attached hereto is a certificate calculating the financial covenants set forth in
Article 7 of the Credit Agreement. The undersigned hereby certifies that the financial covenants were
calculated in a manner consistent with the requirements of the Credit Agreement.

Thereby certify that a review in reasonable detail of the activities of Company during the period covered
by the financial statements attached hereto has been made or caused to be made under my supervision
and that [please check one of the following boxes and. if the second box is checked, complete the information required
thereunder]:

[ ] Such review has not disclosed the existence during or at the end of the period covered
by the financial statements of any condition or event which constitutes a Default or an Event of Default;

[ ] Such review has disclosed the existence of the following Defaults) and/or Event(s) of
Default [specify the nature and period of existence thereof and what action the Company has taken, is taking and proposes to
take with respect thereto]:

(Signature)

(Print Name)

Chief Financial Officer
(Title)

‘ Must be from the Chief Financial Officer

PENNICHUCK EAST UTILITY, INC,
FINANCIAL COVENANT CERTIFICATE

For fiscal year ending on

The undersigned hereby certifies to COBANK, ACB that set forth below are: (1) the financial ratios that
the Company was required to achieve for the fiscal year end covered by this Certificate; and (2) the
actual results achieved by the Company:

RATIO Required Achieved

Debt Service Coverage Ratio: 1.25 to 1,00
® net income (after taxes and after eliminating any

gain or loss on sale of assets or other

extraordinary gain or lass): $

plus depreciation expense: $

plus amortization expense: $

plus interest expense: $

minus non-cash income from subsidiaries and/or

joint ventures: ($ }

® divided by the sum of all principal payments due
within the period on all Long-Term Debt
$ plus interest expense: $

& © 8

Ratio of Total Debt to Total Capitalization: Not greater
e Total Debtatendofyear: $3 than.65 to
@ Net Worth at end of year: $ 1.00

All of the above ratios were calculated in accordance with the terrns of the Master Loan Agreement.
PENNICHUCK EAST UTILITY, INC.

By:

Its: Chief Financial Officer

Loan No. RX0848

FIRST AMENDMENT TO
MASTER LOAN AGREEMENT

THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT (this “Agreement”) is entered
into as of April 25, 2018, between PENNICHUCK EAST UTILITY INC. a New Hampshire corporation (the
“Company”), and CoBANK, ACB, a federally chartered instrumentality of the United States (*CoBank”).

BACKGROUND

CoBank and the Company are parties to a Master Loan Agreement dated as of February 9, 2010 (the
“Master Loan Agreement’), The parties now desire to amend the Master Loan Agreement.

NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company and CoBank agree as follows:

SECTION 1. Definitions. Capitalized terms used herein and not defined herein shall have the
meanings given to those terms in the Master Loan Agreement.

SECTION 2. Amendment to Debt Service Coverage Ratio. The first sentence of Section 7.01 of
the Master Loan Agreement is hereby amended and restated to read as follows:

The Company shall have for cach fiscal year of the Company, a Debt
Service Coverage Ratio of not less than 1.10 to 1.00.

SECTION 3. Representations and Warranties. To induce CoBank to enter into this Amendment, the
Company represents and warrants that; (A) no consent, permission, authorization, order or license of any
governmental authority or of any party to any agreement to which the Company is a party or by which it or any
of its property may be bound or affected, is necessary in connection with the execution, delivery, performance or
enforcement of this Amendment; (B) the Company is in compliance with all of the terms of the Loan
Documents, and no Default or Event of Default exists; and (C) this Amendment has been duly authorized,
executed and delivered by the Company, and creates legal, valid, and binding obligations of the Company which
are enforceable in accordance with their terms, except to the extent that enforceability may be limited by
applicable bankruptcy, insolvency or similar Laws affecting the rights of creditors generally.

SECTION 4. Confirmation. Except as amended hereby, the Master Loan Agreement shall remain in
full force and effect as written.

SECTION 5. Counterparts and Electronic Delivery. This Amendment may be executed in
counterparts (and by different parties in different counterparts), each of which shall constitute an original, and

all of which when taken together shall constitute a single agreement. In addition, this Amendment may be
delivered by electronic means.

(Signature Page(s} Follow)

Active/4$3283 14.3

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly
authorized officers as of the date shown above.

CoBANK, ACB PENNICHUCK EAST UTILITY INC.
By: By:
Title: Title:

(First Amendment to Master Loan Agreement)

Active/483283 14.1

(ETT FETIP ET ES
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CONSENT, AGREEMENT, AND AUTHORIZATION

THIS CONSENT, AGREEMENT, AND AUTHORIZATION (this “Agreement”) is entered
into as of April 25, 2018, by and between PENNICHUCK CORPORATION, a New Hampshire
corporation (hereinafter referred to as the "Guarantor"), PENNICHUCK WATER WORKS, INC., a New

Hampshire corporation (“Water Works”), and CoBANK, ACB, a federally chartered instrumentality of the
Unites States (hereinafter referred to as “CoBank").

BACKGROUND

The Guarantor is a party to that certain Guarantee of Payment (Continuing) dated as of February 9,
2010 (the “Guaranty”). Capitalized terms used in this Agreement and not defined herein shall have the
meanings given to those terms in the Guaranty. Pursuant to the Guaranty, the Guarantor guaranteed all

Guaranteed Obligations of the Company, including, without limitation, loans which CoBank may from time
to time make to the Company.

Water Works is a party to that certain Consent and Agreement dated as of February 9, 2010 (the
“2010 Consent and Agreement”). Pursuant to the 2010 Consent and Agreement, Water Works agreed to
provide certain services while the Company is indebted to CoBank.

The Company has asked CoBank to make additional loans to the Company in an amount up to
$3,500,000 for the purpose of financing capital expenditures and other corporate needs (the “New
Loans”). On certain conditions, CoBank has agreed to make the New Loans to the Company. One of
those conditions is that the Guarantor and Water Works enter into this Agreement and the City of Nashua,
New Hampshire authorize this Agreement.

NOW, THEREFORE, to induce CoBank to make the New Loans to the Company, and for good
and valuable other consideration, the receipt and sufficiency of which is hereby acknowledged:

SECTION 1. The Guarantor. The Guarantor hereby agrees and acknowledges that: (1) the
New Loans and all obligations arising in connection therewith (including, without limitation, the
obligation to pay interest thereon and any fees and surcharges arising in connection therewith), as such
obligations may be extended, refinanced or otherwise modified from time to time, constitute “Guaranteed
Obligations” (as such term is defined in the Guaranty); (2) all instruments and documents executed in
connection with the New Loans (as each may be amended or restated from time to time), constitute “Loan
Documents” (as such term is defined in the Guaranty); and (3) without limiting the other provisions of the
Guaranty, Section 3 of the Guaranty shall be applicable thereto. This Agreement shall be deemed to
supplement the Guaranty.

SECTION 2. Water Works. Water Works hereby agrees and acknowledges that: (1) the New
Loans and all obligations arising in connection therewith (including, without limitation, the obligation to
pay interest thereon and any fees and surcharges arising in connection therewith}, as such obligations may
be extended, refinanced or otherwise modified from time to time, constitute indebtedness of the Company
to CoBank within the meaning of the 2010 Consent and Agreement; and (2) without limiting the other

provisions of the 2010 Consent and Agreement, Section 7 of the 2010 Consent and Agreement shall be
applicable thereto.

SECTION 3. Miscellaneous. This Agreement is intended by the parties to be a complete and
final expression of their agreement. No amendment, waiver or modification of any provision of this
Agreement shail be binding unless contained in a writing signed by CoBank. This Agreement shall be

governed by and construed in accordance with the laws of the State of Colorado, without giving effect to
the principles of conflict of laws.

SECTION 4. Counterparts and Electronic Delivery. This Agreement may be executed in
counterparts (and by different parties in different counterparts), each of which shall constitute an original,
and all of which when taken together shall constitute a single agreement. In addition, this Agreement may
be delivered by electronic means.

{Signatures on Next Page(s)]

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date
shown above by its duly authorized officers.

PENNICHUCK CORPORATION

By:

Name:

Title:

PENNICHUCK WATER WORKS, INC.

By:

Name:

Title:

COBANK, ACB

By:

Name:

Title:

PURSUANT TO ARTICLE IX OF THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF PENNICHUCK CORPORATION, THE CITY OF NASHUA, NEW
HAMPSHIRE HEREBY AUTHORIZES THIS AGREEMENT AS OF THE DATE SHOWN
ABOVE:

CITY OF NASHUA, NEW HAMPSHIRE

By:

Name:

Title:

[Signature Page to Consent, Agreement, and Authorization]

Board of Aldermen

City of Nashua
229 Main Street
Nashua, NH 03061-2019

(603) 589-3030

TO:

FROM:

DATE:

SUBJ.:

MEMORANDUM

Board of Aldermen
Donna Graham, Legislative Affairs Manager
June 4, 2020

Communications Received from the Public

Attached please find communications received from the public as follows:

From:
Re:

From:
Re:

From:
Re:

From:

From:

Re:

From:
Re:

From:
Re:

From:
Re:

Beth Scaer, 117 East Hobart Street, Nashua, NH
Budget

Wayne P. Saya, Sr., 9 Casco Drive, Suite A, Nashua, NH
Masks

Gary S. Miliefsky, fmDHS, 254 Daniel Webster Highway, Unit 1 #8224, Nashua, NH
Masks

John Cawithron, 8 Troon Circle, Nashua, NH
Masks

Lynn Hanks, 44 Gillis Street, Unit B, Nashua, NH
Masks

John Cawthron, 8 Troon Circle, Nashua, NH
Masks

Joseph Taylor, 14 Douglas Avenue, Nashua, NH
Masks

Michael Gagnon, 22 Cherokee Avenue, Nashua, NH
Masks