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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, decds of
trust, 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 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 creallon 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 period 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 material 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
|, 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 liability 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.

PWW shall have the meaning set forth in Section 3.01(C) hereof.

Subsidiary shall 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 intermediaries, or both, by the Company,

Led

Total Capitalization shall mean Total Debt plus Net Worth, except that in determining
Totat Capitalization, contributions in aid of construction, advances for canstruction, 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 burrowed 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 shal! 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 shal!
apply to the Agreement, all Promissory Notes and Supplements, and all amendments to either of the

foregoing:

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

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

DATE: 20

SUBJECT: COMPLIANCE CERTIFICATE FOR FISCAL PERIOD ENDING ON

120.

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.

famthe _ _ Sof 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 certiftes that the annual financia] 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 sct 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.

I hereby 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 Default(s) and/or Event(s) of
Default [specifi the nature and period of existence thereaf and what action the Company has taken. is taking and proposes to

take with respect therets]:

(Signature)

(Print Name}

Chief Financial Officer.
(Title)

' Must be from the Cmef Financial Off cer

PENNICHUCK EAST UTILITY, ENC.
FINANCIAL COVENANT CERTIFICATE

For fiscal year ending on

The undersigned hereby certifies to COBANK, ACB that set forth betow are: ({} 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 loss): $

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: $ _

eo # @ @¢

Ratio of Total Debt to Total Capitalization: Not greater
¢ Total Debt atendofyear: $ than.65 to
e Net Worthatend of year: $ 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. 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 partics to a Master Loan Agreement dated as of February 9, 2010 (the
“Master Loan Agreement”). The partics 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 Agrecmont is hereby amended and restated to read as follows:

The Company shall have for each fiscal year of the Company, a Debt
Service Coverage Ratio of not less than 1.0 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 lo 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, (he 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)

48328314 |

IN WITNESS WHEREOF, tho parties have couscd this Amendment to be cxecuted by their duly
authorized officers as of the date shown above,

PENNICHUCK EAST UTILATY INC,

By:
La , Goodhuc

Title: Chief kxecutive Officer

{First Amendment to Master Loan Agreement)

Active/48928314.)

Attachment C

GUARANTEE OF PAYMENT
(CONTINUING)

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

BACKGROUND

Pennichuck East Utility, [nc. (the "Company") has obtained or may desire at some point in time
and/or from time to time to obtain loans, advances and other financial accommodations from CoBank.
Owing to Company's financial condition and/or other factors, CoBank is 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 benefit 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 foltows:

SECTION f. Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to
CoBank the punctual 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, including, but not limited to, those under or arising out of or in connection with any loans,
advances, acceptances, letters of credit, indemnilies, foreign exchange contracts or any other kind of
contract or agreement under which the Company may de 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 shall hereinafter be collectively referred to as the "Guaranteed Obligations”: and
(ii) all instruments, documents and agreements evidencing or relating to the Guaranteed Obligations
{including all loan agreements, promissory notes, reimbursement agreements, security 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 shall not be limited to) the: (1) Master Loan
Agreement dated as of February 9, 2010, between the Company and CoBank (as amended or restated trom
lime to time, the “MLA”), (2) Promissory Note and Supplement dated as of February 9, 2010, between the
Company and CoBank and numbered RXO848T1; (3) Promissory Note and Supplement dated as of
February 9, 2010, between the Company and CoBank and numbered RX0848T2; (4) all future Promissory
Notes and Supplements issued under the Master Loan Agreement; (5) the ISDA 2002 Mastcr 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 amendments 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. ‘The Guarantor acknowledges and agrees that this Guaranty is an absolute
and independent obligation 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 all 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 expressly waives any defense or claim of discharge based on): (i) the alteration or modification from
time to time (whether material or othenvise) of the Guaranteed 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
Guaranteed Obligations or otherwise; (ii) the waiver by CoBank of the Company's compliance with any of

the terms and conditions of the Loan Documents; (iii) the forbearance by CoBank from exercising any right
or remedy it may have under the Loan Documents or under law; (iv) any inability, failure, neglect or
omission to obtain, perfect, maintain, enforce, or realize upon any collateral for the Guaranteed Obligations,
or lo pursue or obtain any deficiency judgment against the Company following any foreclosure of any
security interest, mortgage or deed of trust; (v) the Joss or impairment of any collateral, the subordination or
release of CoBank’s lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateral;
(vi) CoBank rcleasing, waiving, discharging, or modifying the obligations of onc or more other guarantors
(whether a party hereto or to a separate agreement with CoBank), (vii) the acceptance by CoBank of any
partial payment on the Guaranteed Obligations or any collateral therefor, or CoBank settling, subordinating,
compromising, discharging, or releasing the Guaranteed Obligations or any collateral therefor, (viii) the
enforceability of the Loan Documents; (ix) any defenses or counterclaims assertable by the Company,
including any defense or counterclaim based on failure of consideration, fraud, statute of frauds,
bankruptcy, statute of limitations, lender fiability, and accord and satisfaction; (x) any setoff, counterclaim,
recoupment or similar right assertable by the Company, the Guarantor, or other guarantor (whether a party
hereto or to a separate guarantee); or (xi) any other circumstance which constitutes a legal or equitable
discharge of a guarantor or surety. This Guaranty shall continue in full force and effect until five business
days after written notice of termination shall have been received by CoBank. Notwithstanding the
foregoing, such notice of termination shall not be effective as to any Guaranteed Obligations: (1) existing
prior to the effective date of termination; (2) arising thereafter pursuant to any commitment to extend credit
entered into prior to the effective date of such notice (regardless of whether CoBank has or from time to
time acquires a right to suspend or terminate such commitment owing to the occurrence of a default or
otherwise); (3) any extensions, renewals, or refinancings of any Guaranteed Obligations referred to in (1) or
(2) above made before or after the effective date of termination; and (4) interest, fees, expenses, and other
Guaranteed Obligations relating to any of the foregoing. In addition, no such notice of termination shall in
any manner impair or alter CoBank's rights or obligations hereunder with respect to such Guaranteed
Obligations (inctuding under Sections 2 and 5 hereof) or affect or impair the obligations of any other
guarantor (whether a party hereto or to a separate guarantee).

SECTION 3. Subordination and Subrogation. The Guarantor hereby agrees that all
indebtedness and other obligations of the Company (now existing or hereafter incurred) to the Guarantor are
and shall be subordinated in right of payment to the prior payment in full by the Company of its obligations
to CoBank under the Loan Documents. During the existence of a “Default” or an “Event of Default under
the [.oan Documents, no payments by the Company shall be accepted by the Guarantor with respect to such
subordinated obligations and, if any such payments are inadvertently received, the same shall be held in
trust and promptly turned over to CoBank. The Guarantor hereby waives all claims, rights or remedies that
it may have at law or in equity (including, without limitation, any law subrogating the Guarantor to the
tights of CoBank) to seek contribution, indemnification, or any other form of reimbursement from the
Company, any other guarantor, or any other person or entity now or hereafter primarily or secondarily liable
for any obligations of the Guarantor to CoBank, for any disbursement made by the Guarantor under or in
connection with this Guaranty or otherwise. The Guarantor hereby stipulates and agrees that any such
disbursernent made by the Guarantor shall be a contribution to the equity capital of the Company.

SECTION 4. Recovery of Payment. [f any payment received by CoBank and applied to the
Guaranteed Obligations is subsequently set aside, recovered, rescinded, or required to be returned for any
reason (including, without limitation, the bankruptcy, insolvency or reorganization of the Guarantor), the
Guaranteed Obligations to which such payment was applied shall for the purposes of this Guaranty and all
instruments or documents executed in connection herewith or securing the Guarantor’s obligations
hereunder, be deemed to have continucd in existence, and this Guaranty shall be enforceable as to such
Guaranteed Obligations as fully as if such applications had never been made.

SECTION 5. Information Regarding Company; Waiver of Notices, Etc. The Guarantor
assumes responsibility for keeping fully informed of the financial condition of the Company, its liability
hereunder and all other circumstances affecting the Company's ability to pay and perform the Guaranteed
Obligations. The Guarantor agrees that CoBank shall have no duty to report to or notify the Guarantor of
(i) any information which CoBank shall receive about the financial condition of the Company (including
adverse matters); (ii) the Company's performance under the Loan Docurnents (including nonpayment or the
occurrence of any other default); (iii) any circumstances bearing on the Company's ability to perform the
Guaranteed Obligations, (iv) any increases in the amount of the Guaranteed Obligations or any renewals,
extensions or refinancing(s) of any Guaranteed Obligation; (v) any actions taken by CoBank or the
Company under any Loan Document; (vi) any matters relating to another guarantor; (vii) any matter set
forth in Section 2 hereof; or (viii) any other matter relating to the Guaranteed Obligations; and the
Guarantor hereby expressly and unconditionally waives any defense or claim of discharge based on the
failure of CoBank to report to or notify the Guarantor of any such information. In addition, the Guarantor
hereby acknowledges that it has enlered into this Guaranty based upon its own independent knowledge of or
investigation into the affairs of the Company and any other guarantor (whether a party hereto or to a
separate guarantee) and has not relied in any respect on CoBank or any officers, employees, or agents

thereof.

SECTION 6. Representations and Warranties. The Guarantor hereby represents and warrants
as follows:

(A) Organization; Power; Etc. The Guarantor: (i) is duly organized, validly existing,
and in good standing under the laws of its state of incorporation or formation; (ii) is duly qualified to do
business and is in good standing in each jurisdiction in which the transaction of its business makes such
qualification necessary; (iti) has all requisite corporate and legal power to own and operate its assets and to
carry On its business and to enter into and perform this Guaranty; and (iv) has duly and lawfully obtained
and maintained all licenses, certificates, permits, authorizations, approvals, and the like which are material
to the conduct of its business or which may be otherwise required by law, rule, regulation, ordinance, cade,
order or the tike (collectively, "Laws").

(B) Due Authorization; No Violation; Ete. The execution and delivery by the
Guarantor of, and the performance by the Guarantor of its obligations under, this Guaranty and all
instruments and documents executed in connection herewith have been duly authorized by all requisite
corporate or other action on the part of the Guarantor and do not and will not: (i) conflict with, or constitute
(with or without the giving of notice and/or the passage of time and/or the occurrence of any other
condition) a default under, any other agreement to which the Guarantor is a party or by which it or any of ity
property may be bound or affected, or with any provision of its articles of incorporation, bylaws or other
organizational documents; (ii) require the consent, permission, authorization, order or license of any
govemmental authority or of any party to any agreement to which the Guarantor is a party or by which it or
any of its property may be bound or affected, except as has been obtained and are in full force and effect;
(iii) violate any provision of any law, mule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect applicable to it; or (iv) result in, or require, the creation or
imposition of any tien, security interest or other charge or encumbrance upon or with respect to any of its
properties now owned or hereafter acquired.

(Cc) Binding Agreement. This Guaranty and each instrument and document executed
in connection herewith is, or when executed and delivered will be, the legal, valid, and binding obligation of
the Guarantor, enforceable in accordance with its terms, subject only to limitations on enforceability
imposed by applicable bankruptcy, insolvency, reorganization, moratorium, or similar Laws affecting
creditors’ rights generally.

(D) Litigation. Except as disclosed in the Company's Application for Credit dated as
of February 9, 2010 (the “Application”), there are no pending fegal, arbitration, or governmental actions or
proceedings to which the Guarantor is a party or to which any of its property is subject which, if adversely
determined, could have a material adverse effect on the condition, financial or otherwise, operations,
propecties, or business of the Guarantor, or on the ability of the Guarantor to perform its obligations
hereunder or under any instrument or document executed in connection herewith, and to the best of the
Guarantor’s knowledge, no such actions or proceedings are threatened or contemplated.

(E) Financial Statements; No Material Adverse Change; Ete. The annual audited
consolidating and consolidated Financial statements of the Guarantor and its consolidated subsidiaries, if
any, for the fiscal year ended in 2008 and the interim consolidated financial statements of the Guarantor and
its consolidated subsidiaries, if any, for the period ending on June 30, 2009, copies of which (together with
all notes and schedules relating thereto) have been submitted to CoBank, are complete and correct and fairly
present the financial condition of the Guarantor and the results of the Guarantor’s operations for the periods
covered thereby, and are prepared in accordance with generally accepted accounting principles ("GAAP")
consistently applied. Since the date of the interim statements, there has been no material adverse change in
the condition, financial or otherwise, business, or operations of the Guarantor. There are no liabilities of the
Guarantor, fixed or contingent, which are material but which are not reflected in the financial statements or

the notes thereto.

(F) Title to Property. The Guarantor has title to, or valid [easehold interests in, all of
its property, real and personal, including the properties reflected in the financial statements referred to above
(other than any property disposed of in the ordinary course of business).

(G) Compliauce with Laws, Environmental Matters, Ete. All of the properties of
the Guarantor and all of its operations are in compliance in all material respects with all applicable Laws
including, without limitation, all Laws relating to the environment. No property owned or leased by the
Guarantor is being used or, to its knowledge, has been used for the disposal, treatment, storage, processing
or handling of hazardous waste or materials (as defined under any environmental Law) and no investigation,
claim, littgation, proceeding, order, judgment, decree, settlement, Lien or the like with respect to any
environmental! matter is proposed, threatened, anticipated or in existence with respect to its properties or
operations. [n addition, no environmental contamination or condition currently exists on any property of the
Guarantor or, to its knowledge, any adjoining property, which could delay the sale or other disposition of, or
could have (or already has had) an adverse effect on the value of, its property.

(H) Compliance With Guaranty. As of the date hereof, the Guarantor is opcrating its
business in compliance with all of the covenants set forth in this Guaranty.

SECTION 7. Affirmative Covenants. Unless otherwise agreed to in writing by CoBank, while
this Guaranty is in effect, whether or not any Guaranteed Obligations are outstanding hereunder, the
Guarantor agrees to, and agrees to cause each of its subsidiaries to:

{A) Corporate Existence, Licenses. Etc. Preserve and keep in full force and effect
its existence and good standing in the jurisdiction of its incorporation or formation, qualify and remain
qualified to transact business in all jurisdictions where such qualification is required, and obtain and
maintain all licenses, certificates, permits, authorizations, approvals, and the like which are material to
the conduct of its business or required by Law.

(B) Compliance with Laws. Comply in alf material respects with all applicable
Laws, including, without limitation, all Laws relating to environmental protection. In addition, the