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EXHIBIT A
DEFINITIONS AND RULES OF INTERPRETATION

SECTION LOL Definitions. As used in the Agreement, any amendment thereto, ce im
any Promissory Note and Supplement, the following terms shall have the following meanings

Affiliate shall mean any Person: (1) which directly or indirectly controls, or is controlled by,
or is under common control with, the Company; (2) which directly or indirectly beneficially cwns or
hoids five percent (5%) or more of airy class of voting stock of, or other interests in, the Company; or
(3) Ave percent (5%) or more of the voting stock of, or other interest in, which is directly or
indirectly heneficially owned or heid by the Company [he tern “control” means the possession.
directly or indirectly, of the power to direct ar cauoe the direction of the management and policies of
a Person, whether through the ownership of voting securities, by contract or otherwise.

Agreement shall mean this Master Loan Agreement

Business Day means any dav other than a Saturday, Sunday, or other day on which CoBank
or any of the Federal Reserve Banks are closed for business.

Capital Lease shall mean a lease which should be capitatized oa the books ef the lessee in
acecrdance with GAAP,

CoBank shall mean CoBank. ACB and its successors and assigns

CoBank Base Kate shall mean the rate of interest established by CoBank [ram time to ime
as its CoBank Base Rate, which rate is intended to be a reference rate and not its lawest rate. The
CoBank Base Rate shall change on the date established by CoBank as the effective date of each such
change.

Company shali have lhe meaning set forth in the introductory paragraph of the Agreement.
Consent and Agreement sha‘l have the meaning set forth in Section 3.01(C) hereet.

Debt Service Coverage Ratio shail mean the ratio of: (1} net income iafter taxes and after
eliminating any gain or loss on sale of assets or other extraordinary gain or loss) plus depreciation
expense, amortization expense, and interest expense, minus non-cash patronage, and non-cash
income from subsidiaries andor joint ventures; to (2) ail principal payments due within the periad on
ali Long-Term Debt plus interest expense ¢all as calculated on a consolidated basis for the applicable
fiscal year in accordance with GAAP consistenily applied or the appropriate standards af the
regulator, agency having jurisdiction over the Company.

Default shail mean the occurrence of any event which with the giving of notice or the
passage of time or the occurrence of any other condition would become an Event of Default under
the Agreement, including the occurrence of an event giving rise to the right to accelerate any
indebtedness referred to in Section 8.06 of the Agreement (whether or not such right is conditioned
upon the giving of notice and/or the passage of time and/or the occurrence of any cther condition).

Default Rate shall mean: (|) in the case of principal, 4% per annum in excess of the rate(s)
that would atherwise be in effect an the leans under the Promissory Noles aad Supplements; and (2)
in the case of overdue interest, fees and other charges, 4% per annum in excess of the CaBank Base
Rate, as in effect from time to time.

Distribution shail mean the paymeat of any dividend or distribution of any kind to its
shareholders or other owners, whether in cash, assets, obligations or otherwise, and whether paid
directly or indirectly, such as by a reduction in or a rebate of rates or the purchase or redemption of
any equity or other securities or interests in the Company, or the purchase of any assets or services
for a price that exceeds the fair market vaiue thereof.

Dollars and the sign “S$” shai} mean lawful money of the United States of America.

Enforcement Action shall mean a formal judicial or admin:strative proceeding [led by any
govemmenia: authority to enforce any Law.

ERISA shal’ mean the Employee Retirement Income Security Act of 1974, as amended trom
time to time, and the regulations and published interpretations thereof.

ERISA Plans shall have the meaning set forth in Section 4.10 of the Agreement.

Event of Default shall mean any of the events specified in Article 8 of the Agreement and
any event specified in any Promissory Note and Supplement or other Loan Document as an Event of
Default,

Financial Statements sha. mean: {1} in the case of the initial Promissory “sxtefs) and
Supplement(s) to the Agrecment, the financial statements furnished to CoBank in connection with
the initial Promissery Note(s} and Supplement(s); and (2) in the case of each other Promissory Nate
and Supplement to the Agreement, the most recent annua! financial statements furnisned to CoBank
pursuant to Sections 5.06(4) of the Agreement

GAAP shal! mean generally accepted accounting principles in the United States.

Guarantor shail have the meaning set forth in Section 2.04(B) nereof

Guaranty shai} have the meaning set forth in Section 2.04(B) hereof

indemnitees shall have the meaning set Forth in Section 10.08 hereof.

Investments shall have the meaning set forth in Section 6 09 of the Agreement.

Laws shall mean al! laws, rules, regulations, codes, orders and the tike.

Lien shall mean any mortvage, deed of trust, pledge. security interest, hypothecation,
assignment. deposit arrangement, encumbrance, lien (statutory ar other), or preference, priority or

other security agreement or preferential arrangement, charge or encumbrance of any kind or nature
whatsoever (including, without limitation, any conditional sale or other ttle retention agreement),

Pad

Loan Docements shall mean this Agreement, all Promissory Notes and Supplements, and all
instruments or documents relating t: this Agreement or the Promissory Nores and Supplements.
incliding, withour limitation, all applications, certificates, opinions of counscl, mortgages, decds of
ULst, Security agreements, guaranties, interest rate risk management agreements {including the [SDA
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 borrswed money. (b) obligations which are evidenced by notes, bonds. debentures
or similar instruments, é¢) 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 ta be capitatized 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 move than one year from the date of its creation or having a maturity within sne
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 ablipates the
jender(s} to extend credit during a period of more than one sear ‘rom such cate, including ail current
matures 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 ntean a material adverse effect on the condition, financiai or
otherwise, operations, properti@s. margins or business of the Company or any Subsidiary or on the
ability of the Company or an} Subsidiary to perform its obligations under the Laan Documents

Money Pool Agreement shal! mean thai certain Vioney Poc! Agreement dated as of January
1, 2006, among the Guarantor, the Company, P'WW, and other affiliates of the Guarantor.

et Worth shail mean the disference between total assets less total l:abilities {both a,
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 siiai, mican an individual, partnership, limited liabilin company, corporation.
bustness irust, joint stock carmpany, trust, unincorperated associagion, joint venture, governmental!
aathority. or other entily of whalever nature,

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

PW'W shall have the meaning set forth in Section 3.01¢C} hereof.

Subsidiary shali 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 elcet a majority of the board of directors or other managers of such
corporation, partnership. limited fiablhny company, joint venture, or other Person are at the time
owned, or the management of which is otherwise cantrofled. directly or indirect/y, through one or
more intermediaries. or both, by the Company,

Leo

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 iterns reducing rate base calculations shall be excluded.

Total Debt shall mean for the Company on a consolidated basis the sum ef the folowing as
of the end of the fiseal 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
agreemenis thal are properly classified as a tiability on the balance sheet in conformiry with GAAP
or Which are treated as operating leases under regulations applicable to them but which othervise
wauid be required to be capitalized under GAAP; fd} debt secured by a Lien on any assets of the
Company or its Subsidiaries (whether or not the debt has been assumed); and fe) all obligations
guarantied by the Company er any Subsidiary.

Total Debt fo Capitalization Ratto shall mean a ratio of Total Debt at the end of the fiscal
year. Total Capitalization at the end of the fiscal year,

SECTION 1.02 Rules of Interpretation. Uhe following rules of interpretation shal}
apply to the Agreement, all Promissory Notes and Supplements. and alf amendments to either of the

foregoing’

Accounting Terms. All accounting terms nol specifically defined herein shall be construed
in accardance with GAAP. and all financial data submitted pursuant to this Agreement shall be
prepared in accordance with such princtples.

Number. All terms stated in the singular shal! inckade the plural, and all terms stated in the
plural shall tactude the singular.

Factuding. The term "incittding” shall mean eciuding, but not limued to.

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

Permitted Encumbrances. CoBank’s consent te the Carmpany having one or more Liens on
ali or any portion of ils assets. shall not be construed to be an agreement to subordinate its Lien on
those assets to the eatent that such Lien ts not otherwise entitled to priority under Law.

EXHIBIT B
COMPLIANCE CERTIFICATE

TO: COBANK, ACE
FROM: PENNICHUCK EAST UTILITY, INC.
BATE: , 2b

SUBJECT: COMPLIANCE CERTIFICATE FOR FISCAL PERIOD ENDING ON
20.

Reference is hereby tmade to that certain Master Loan Agreement dated as of February 9, 20°0 {the
“Cred Agreement’), between PENNICHUCK EAST UTILITY, INC, (the “Company’) and
COBANK, ACB (“Lender”). Capitalized terms used in th's certificate and not defined here: shall have
the niganings given to thase terms in the Credit Agreement.

1am the __.....) of the Company and am furnishing this Certificate
youl pursuant to Section 3.06(C} of the Cred Agreement

Attached hereto are cre aanual financial statements required bs Section 5.06{A} of the Credit Agreement.
The undersigned hereby certifies thar 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
Comopany, 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, ‘fhe undersigned hereby certifies that the financial covenants were
calcuiated in a manner consistent with the requirements of the Credit Agreement.

thereby certify that a review in reasonable detai! of the activities of Company during the period coversd
by the financial statements attached hereto has been made ar caused to be made under my supervision
and that [pivs2 cheek aac of che following boxes aed af tie second hos caecaed, complet the information reniuersd

therennder |:

{ | Such review has not disclosed the existence during or at the ond of the period covered
by the Mnancial statements of any condition or event which constitutes a Default or an Event of Defaule:

[ i Such review has disclased the existence of the fellewing Default(s} and or Event(s) of

Default [spec the nature ane period of existenee thereaf and what actan He Company Aas tikes is fexeng and prop sses ta

tant uate resent berets]?

‘

{Signature}

{Print Name}

Chict tsnanetal Officer
{Title}

* bust be trom ine Cork F carcial OF cer

PENNICHUCK EAST UTILITY, ENC,
FINANCIAL COVENANT CERTIFICATE
Tor fiscal year ending on

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

RATIO — _ Required ; Achieved

| Debt Service Coverage Ratiz: 1.25 te 1.00 |

® nel income (after taxes and after eliminating any |
gain or toss on sale of assets or other}
extraordinary gainorloss:$

« plus depreciation expense: $

@ plus amortization expense: §

e piusinterestexpense: 3

® minus non-cash income from subsidiaries and-or |
joint ventures: (5 5

within the period on all Leng-Verm Debt.

Ss plus interest expense: $ .
Ratio of Lotal Debt to Total Capitalization: Not greaier .
« Total Debtatendofyear; 3 . i than.65 to —
» Net Worthatendofyear; § : 1.00

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

By:

Its: Chief Financial Officer

Loan No. RXO848

FIRST AMENDMENT TO
MASTER LOAN AGREEMENT

THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT (this “Aureement”) is entcred
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

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

SECTION 1, Definitions. Capitalized terms used hercin and not defined herein shall have the
Incanings 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 Agrecment is hereby armended and cestated to read as follows:

The Company shall have for each fiscal year of the Company, a Dcbt
Service Covcraye 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 Campany is a party or by which it or any
af its property may be bound or affected, is necessary in connection with the cxcculion, delivery, performance
or enforcement of this Amendment; (B) the Company is in compliance with ali of the icrms of the Joan
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 exicnt that enforceability may be limited hy
applicable bankruptcy, insolvency or siinilar Laws alfecting 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 differcnt partics 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)

ABI263 14 |

IN WITNESS WHEREOF, the parties hove couscd this Amendment to be executed by their duly
nuthonized officers as of the dute shown above.

PENNICHUCK EAST UTILITY INC,

By: am PA
Larry). Goodhue
Title: Chief kxecutive Officer

(First Amendment to Master Loan Agreement)

Active’ 429283144

ATTACHMENT C

Guarantee of Payment (Continuing)

Aftachment C

GUARANTEE OF PAYMENT
(CONTINUING)

THIS GUARANTEE OF PAYMENT (this “Guaranty") is executed as of February 9, 2010, by
PENNICHUCK CORPORATION, a New Hampshire corporation (hereinafter referred to as the
“Guarantor’}, in favor COBANK, ACB (hereinafter referred to as "CoBank").

BACKGROUND

Pennichuck East Utility, ine. (the “Company") has obtained or may desire at some point in time
and/or from time to time to obtain joans, advances and other financial accommodations from CoBank,
Owing to Company's financial condition andor ether factors, CoBank ts not willing to extend or continue to
extend credit to the Company without the guaranty of the Guarantor, Having a financial interest in the
Company and expecting to henefit from such credit, the Guarantor is willing to furnish that guaranty,

NOW, THEREFORE, in order to induce CoBank to extend credit to the Company and for good
and valuable other consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees as follaws:

SECTION 1. Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to
CoBank the puactual payment when due, whether at stated maturity, by acceleration or otherwise, of all
indebtedness, obligations and liabilities of the Company to CoBank, whether now existing or hereafter
incurred, incliding, but not limited to, those under or arising out of or in connection with any loans,
advances, acceptances, letters of credit, indemnities, foreign exchange contracts or any other kind of
contract or agreement under which the Company may be indebted to CoBank in any manner, whether for
principal, interest. fees, surcharges, expenses or otherwise. For ease of reference: (i) all such indebtedness,
obligations and liabilities shal! hereinafter be collectively referred to as the “Guaranteed Obligations”: and
(ti) all instruments, documents and agreements evidencing or relating to the Guaranteed Obtigations
(including all loan agreements, promissory notes, retmbursement agreements, securily agreements,
mortgages and deeds of trust} shall hereinafter collectively be referred to as the "Loan Documents.” Without
limiting the foregoing, the Loan Documents shall include (but shali not be limited to) the: (1} Master Loan
Agreement dated as of February 9, 2010, between che Campany and CoBank (as amended or restated from
time to time, the “"MLA”}, (2} Promissory Note and Supplement dated as of February 9, 2010, belween the
Company and CoBank and numbered RXO848TI; (3) Promissery Note and Supplement dated as of
February 9, 2010, between the Company and CoBank and numbered RXO8487T2; (4) all future Promissory
Notes and Supplements issued under the Master Loan Agreement; (5) the ISDA 2002 Master Agreement
dated as of February 9, 2010, between the Company and CoBank, and all schedules executed at any time in
connection therewith; and (6) all amendiments to and restatements of each of the foregoing.

SECTION 2, Guaranty of Payment; Waiver of Defenses, Etc. This Guaranty is a guarantee of
payment and not of collection. he Guarantor acknowledges and agrees that this Guaranty is an absolute
and independent obiigation of the Guarantor, and therefore waives any right to require that any action be
brought against the Company, another guarantor or any other person or entity which is liable for al! or any
part of the Guaranteed Obligations, or to require that resort be had at any time to any security for the
Guaranteed Obligations or to any right of setoff or similar right. The Guarantor’s obligations hereunder
shall be payable on demand and shall be absolute and unconditional irrespective of (and the Guarantor
hereby expressiy waives any defense or ciaim of discharge based on): (i) the alteration or modification from
time to time (whether material or otherwise) of the Guarantecd Obligations, including the date, time, and
place of payment, an increase or decrease in the rate or rates of interest accruing on the Guaranteed
Obligations, the period during which the Guaranteed Obligations may be made, the amount of the
Guarantecd Obligations or otherwise: (i1) the waiver by CoBank of tre Company's compliance with any of