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EXHIBIT A
DEFINITIONS AND RULES OF INTERPRETATION

SECTION 1.01 Definitions. As used in the Agreement, any amendment thereto, or tn
any Promissory Note and Supplement, the following terms shall have the following meanings:

Affitiate 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 owns or
holds five percent (5%) or more of any class of voting stock of, or other interests in, the Company; or
(3) five percent (5%) or more of the voting stock of, or other interest in, which is directly or
indirectly beneficially owned or held by the Company. fhe term “control” means the possession,
directly or indirectly, of the power to direct or cause 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 l.oan Agreement.

Business Day means any day 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 capitalized on the books of the lessee in
accordance with GAAP

CoBank shall mean CoBank, ACB and its successors and assigns.

CoBank Base Rate shall mean the rate of interest established by CoBank from time to time
as its CoBank Base Rate, which rate is intended to be a reference rate and not its lowest rate. Fhe
CoBank Base Rate shall change on the date established by CoBank as the effective date of each such

change.

Company shall have the meaning set forth in the introductory paragraph of the Agreement.
Consent and Agreement shall have the meaning set forth in Section 3.01(C) hereof.

Debt Service Coverage Ratio shall mean the ratio of: (1} net income (after 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 subsidiarics and/or joint ventures; to (2) all principal payments due within the period on
all Long-Term Debt plus interest expense (all as calculated on a consolidated basis for the applicable
fiscal year in accordance with GAAP consistently applied or the appropriate standards of the
regulatory agency having jurisdiction over the Company.

Default shall 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 other condition).

Default Rate shall mean: (1) in the case of principal, 4% per annum in excess of the rate(s)
that would otherwise be in effect on the loans under the Promissory Notes and Supplements; and (2)
in the case of overdue interest, fees and other charges, 4% per annum in excess of the CoBank Base
Rate, as in effect from time to time

Distribution shall mean the payment of any dividend or distribution of any kind to its
shareholders or other owners, whether tn cash, assets, obligations or otherwise, and whether paid
directly or mdirectly, 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 value thereof.

Dolfars and the sign “$” shall mean lawful money of the United States of America.

Enforcement Action shall mean a formal judicial or administrative proceeding filed by any
governmenta! authority to enforce any Law.

ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended from
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 Supplcment or other Loan Document as an Event of

Default.
Financial Statements shall mean: (1) in the case of the initial Promissory Note(s) and
Supplement(s) to the Agreement, the financial statements furnished to CoBank in connection with

the initial Promissory Note(s) and Supplement(s); and (2) in the case of each other Promissory Note
and Supplement to the Agreement, the most recent annual financial statements furnished to CoBank

pursuant to Sections 5,06(A) of the Agreement.

GAAP shall mean generally accepted accounting principles in the United States.

Guarantor shal! have the meaning set forth in Section 2.04(B) hereof.

Guaranty shall 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 all laws, rules, regulations, codes, orders and the like.

Lien shatl mean any mortgage, deed of trust, pledge, security interest, hypothecation,
assignment, deposit arrangement, encumbrance, lien (statutory or 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 title retention agreement).

{.oan 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 sha!i 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 aay 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 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
abitity of the Company or any Subsidtary to perform its obligations under the Loan Documents.

Money Pool Agreement shall mean that certain Money Poo! 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 2.0] 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 dircctors 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.

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:

Accountiag Terms. All 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 all terms staled in the
plural shall include the singular.

Including. The lerm “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 eee FOR FISCAL PERIOD ENDING ON
,20

Refercnce 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.

f am 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 financtal 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 activilies 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 ts 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 [specify the nature and period of existence thereof and what action the Campuny has taken, is taking and proposes to

take with respect thereto];

(Signature)

(Print Name)

Chief t inanetal Officer
(Title)

' Must be From the Chief Financial Off.cer

PENNICHUCK EAST UTILITY, INC,
FINANCIAL COVENANT CERTIFICATE
For fiscal yearendingon __
The undersigned hereby certifies ta 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
* et income (after taxes and after eliminating any

gain or loss on sale of assets or other

extraordinary gain or toss): $

plus depreciation expense: $_

plus amortizalion expense: $

plus interest expense: $

minus non-cash income from subsidiaries and/or

joint ventures: ($ j

* divided by the sum of! all principal! payments due
within the period on all Long-Term Debt

$ plus interest expense: $ __

Ratio of Total Debt to Total Capitalization: Not greater
e Total Debt atendofyear; $ than.65 to
« Net Worthatendofyear: $ 1.00

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

Its: Chief Financial Officer

City of Nashua

Purchasing Department
Administrative Services Division (603) 589-3330
229 Main Street - Nashua, NH 03060 Fax (603) 594-3233

May 11, 2022
Memo #22-273

TO: Mayor Donchess
Finance Committee

SUBJECT: Public Access Television Operations & Management in the amount not to exceed
$506,800 funded from 55699 Other Contracted Services/PEG Access Channels Special
Revenue Fund

Please see attached communications from Kimberly Kleiner, Director of Administrative Services, dated May
11, 2022 for project specific details related to this purchase. Below please find a summary of the purchase
approval request:

Item: Management and Operations of the CTV Studio and Channel 96
Value: 3-year total of $506,800
Vendor: BRBTV LLC.

Department: | Community Television
Source Fund: 55699 Other Contracted Services/ PEG Access Channels Special Revenue Fund

Ordinance: Pursuant to § 5-78 Major purchases (greater than $25,000) A. All supplies and
contractual services, except as otherwise provided herein, when the estimated
cost thereof shall exceed $25,000 shall be purchased by formal, written contract
from the lowest responsible bidder, after due notice inviting bids.

A competitive bidding RFP for this project was issued on 1/28/2022 and the following bids were received:

Vendor Location Amount Note

CMSG Manchester, NH $100,200 to 4 options were presented at
$165,000/year variable annual costs

BRBTV Nashua, NH $168,933/yr ave 3 year pricing proposed

We recommend this bid to be awarded to the vendor who best presented a proposal for channel growth.

The Cable Television Access Board (4/1/2022 CTAB meeting), Administrative Services Division, and the
Purchasing Department respectfully request your approval of this contract.

Regards,
Kelly Parkinson

Purchasing Manager

Ce: K Kleiner
J Graziano

Loan No. RX0848

FIRST AMENDMENT TO
MASTER LOAN AGREEMENT

THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT (this “Agrecment”) 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 partics to a Master Loan Agreement dated as of February 9, 2010 (the
“Master Loan Agreement”). The partics now desire to amend the Master |.oan 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 piven to those terms in the Master Loan Agreement.

SECTION 2. Amendment to Debt Service Coverage Ratio. The first sentence of Section 7.0! of
the Master Loan Agrcement is hereby amended and restated to read as follows:

The Company shal] have for each 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 ficense of any
governmental authority or of any party to any agreement to which the Company is a party or by which if 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)

48328314 |

IN WITNESS WHEREOF, the parties have causcd this Amendment to bo oxccuted by their duly
authorized officers as of the date shown above,

CoBANK, ACB PENNICHUCK EAST UTILITY INC.

y a DAl

Kelli Cholas Larry), Goodhue
itl assistant Corporate Secretary Title: Chief kxecutive Officer

By

(First Amendment to Master Loan Agreement)

Active/483283[4.)

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 corporation (hereinafter referred to as the
“Guarantor"), in favor CoOBANK, ACB (hereinafter referred to as "CoBank").

BACKGROUND

Pennichuck East Utility, Inc. (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 foliows:

SECTION |. 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, 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 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
time 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 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 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 aclion 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 otherwise} 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