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(C) Application of Funds. Apply all payments received by it to the Company’s
obligations to CoBank in such order and manner as CoBank may elect in its sole discretion.

In addition to the rights and remedies set forth above and notwithstanding the terms of any Promissory
Note and Supplement, upon the occurrence and during the continuance of an Event of Default, the unpaid
principal balance of the loans and, to the extent permitted by Law, overdue interest, fees and other
charges, shall, at CoBank’s option in each instance (and automatically following an acceleration), accrue
interest at the Default Rate.

ARTICLE 10
MISCELLANEOUS

SECTION 10.01. Broken Funding Surcharge. Notwithstanding the terms of any Promissory
Note and Supplement, the Company agrees to: (A) give CoBank not less than three (3) Business Days’
prior notice in the event it desires to repay any loan balance bearing interest at a fixed rate prior to the
last day of the fixed rate period; and (B) pay to CoBank a broken funding surcharge in the amount set
forth below in the event the Company: (1) repays any fixed rate balance prior to the last day of its fixed
tate period (whether such payment is made voluntarily, as a result of an acccleration, or otherwise);
(2) converts any fixed rate balance to another fixed rate or to a variable rate prior to the last day of the
fixed rate period applicable to such balance; or (3) fails to borrow any fixed rate balance on the date
scheduled therefor. The surcharge shall be in an amount equal to the greater of (i) the sum of the present
value of: (a) any funding losses imputed by CoBank to have been incurred as a result of such payment,
conversion or failure; plus (b) a per annum yield of 4 of 1% of the amount repaid, converted or not
borrowed for the period such amount was scheduled to have been outstanding at such fixed rate, or (ii)
$300.00. Such surcharge shall be determined and calculated in accordance with methodology established
by CoBank, a copy of which will be made available upon request. Notwithstanding the foregoing, in the
event of a conflict between the provisions of this subsection and of the broken funding charge section of
a forward fix agreement between CoBank and the Company, the provisions of the forward fix agreement
shall control.

SECTION 10.02. Complete Agreement, Amendments, Etc. The Loan Documents are
intended by the parties to be a complete and final expression of their agreement. NO AMENDMENT,
MODIFICATION, OR WAIVER OF ANY PROVISION OF THIS AGREEMENT OR THE OTHER
LOAN DOCUMENTS, AND NO CONSENT TO ANY DEPARTURE BY THE COMPANY
HEREFROM OR THEREFROM, SHALL BE EFFECTIVE UNLESS APPROVED BY COBANK AND
CONTAINED IN A WRITING SIGNED BY OR ON BEHALF OF COBANK, AND THEN SUCH
WAIVER OR CONSENT SHALL BE EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR
THE SPECIFIC PURPOSE FOR WHICH GIVEN. In the event this Agreement is amended or restated,
each such amendment or restatement shall be applicable to all Promissory Notes and Supplements hereto.
Each Promissory Note and Supplement shall be deemed to incorporate all of the terms and conditions of
this Agreement as if fully set forth therein. Without limiting the foregoing, any capitalized term utilized
in any Promissory Note and Supplement (or in any amendment to this Agreement or Promissory Note and
Supplement) and not otherwise defincd in the Promissory Note and Supplement (or amendment) shall
have the meaning set forth herein.

SECTION 10.03. Applicable Law, Jurisdiction. Except to the extent governed by applicable
federal Law, the Laws of the State of Colorado, without reference to choice of law doctrine, shall govern:
(A) this Agreement and each Promissory Note and Supplement; (B) all disputes and matters between the
parties to this Agreement; and (C) the rights obligations of the parties to this Agreement. The parties

14

agree to submit to the non-exclusive jurisdiction of any federal or state court sitting in Colorado for any
action or proceeding arising out of or relating to this Agreement or any other Loan Document. The
Company hereby waives any objection that it may have to any such action or proceeding on the basis of
forum non-conveniens.

SECTION 10.04. Notices. All notices hereunder shall be in writing and shall be deemed to
have been duly given upon delivery if personally delivered or sent by overnight mail or by facsimile or
similar transmission, or three (3) days after mailing if sent by express, certified or registered mail, to the
parties at the following addresses (or such other address as either party may specify by like notice):

If to CoBank, as follows: If to the Company, as follows:
CoBank, ACB Pennichuck East Utility, Inc.

5500 South Quebec Street 25 Manchester Street

Greenwood Village, Colorado 80111 Merrimack, New Hampshire 03054
Facsimile: (303) 740-4002 Facsimile: (603) 913-2305
Attention: Energy & Water Group Attention: President

SECTION 10.05. Costs, Expenses, and Taxes. To the extent allowed by Law, the Company
agrees to pay all reasonable out-of-pocket costs and expenses (including the fees and expenses of counsel
retained by CoBank) incurred by CoBank in connection with the origination, administration,
interpretation, collection, and enforcement of this Agreement and the other Loan Documents, including,
without limitation, all costs and expenses incurred in perfecting, maintaining, determining the priority of,
and releasing any security for the Company’s obligations to CoBank, all title insurance premiums and
other charges, and any stamp, intangible, transfer or like tax incurred in connection with this Agreement
or any other Loan Document or the recording hereof or thereof.

SECTION 10.06. Effectiveness and Severability. This Agreement shal! continue in effect
until: (A) all indebtedness and obligations of the Company under this Agreement and the other Loan
Documents shall have been paid or satisfied; (B) CoBank has no commitment to extend credit to or for
the account of the Company under any Promissory Note and Supplement; (C) all Promissory Notes and
Supplements shall have been terminated; and (D) either party sends written notice to the other party
terminating this Agreement. Any provision of this Agreement or any other Loan Document which is
prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof or thereof.

SECTION 10.07. Other Types of Credit. From time to time, CoBank may issue letters of
credit or extend other types of credit to or for the account of the Company. In the event the parties desire
to do so under the terms of this Agreement, then the agreement of the parties with respect thereto may be
set forth in a Promissory Note and Supplement to this Agreement and this Agreement shall be applicable
thereto as if such letters of credit or other types of credit were loans.

SECTION 10.08. Indemnification. The Company agrees to indemnify, defend and hold
harmless CoBank, its participants, and its and their respective officers, directors, shareholders,
employees, and agents (collectively, the “Indemnitees”) from and against any and all claims, obligations,
liabilities, losses, damages, injuries (to persons or property), penalties, actions, suits, judgments, costs
and expenses (including reasonable attorney’s fees) of whatever kind or nature, whether or not well
founded, meritorious or unmeritorious, which are demanded, asserted or claimed against any such
Indemnitee in any way relating to, or arising out of, or in connection with this Agreement or the other
Loan Documents, including: (A) all claims arising in connection with the release, presence, removal, and

15

disposal of all Hazardous Materials located on any property of the Company; (B) any claims, suits, or
liabilities against the Company; and (C) the failure to pay any taxes as and when due. The foregoing
indemnities shall not apply with respect to an Indemnitee to the extent arising as a result of the gross
negligence or willful misconduct of such Indemnitee. The indemnification provided for hereunder shall
survive the termination of this Agreement.

SECTION 10.09. [Intentionally Omitted]

SECTION 10.10. Patriot Act Notice. CoBank hereby notifies the Company that pursuant to
the requirements of the USA Patriot Act, Title II] of Pub. L. 107-56 (signed into law October 26, 2001)
(the “Patriot Act”), it and its affiliates are required to obtain, verify and record information that identifics
the Company, which information includes the name, address, tax identification number and other
information regarding the Company that will allow CoBank to identify the Company in accordance with
the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is
effective for CoBank and its affiliates.

SECTION 10.11. Counterparts; Electronic Delivery. Counterparts. This Agreement
may be executed in any number of counterparts and by different parties to this Agreement in separate
counterparts, cach of which when so executed shall be deemed to be an origina! and all of which taken
together shall constitute one and the same Agreement. In addition, if agreeable to CoBank, signature
pages may be delivered by facsimile.

SECTION 10.12. Successors and Assigns. This Agreement and the other Loan
Documents shall be binding upon and inure to the benefit of the Company and CoBank and their
respective successors and assigns, except that the Company may not assign or transfer its rights or
obligations under this Agreement or the other Loan Documents without the prior written consent of
CoBank. CoBank may sell or assign its rights and obligations hereunder and under the other Loan
Documents or may sell participations in its rights and obligations hercunder and under the Loan
Documents to any Person, and, in connection therewith, disclose financial and other information on the
Company and its Affiliates. Patronage distributions in the event of a sale shall be governed by CoBank’s
bylaws and capital plan (as each may be amended from time to time). A sale of a participation interest
may include certain voting rights of the participants regarding the loans hereunder (including without
limitation the administration, servicing and enforcement thereof). CoBank agrees to give written
notification to the Company of any sale hercunder.

SECTION 10.13. Headings. Captions and headings used in this Agreement are for reference
and convenience of the parties only, and shall not constitute a part of this Agreement.

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

PENNICHUCK EAST UTILITY, INC.

By: Dont 4. Whe.

Title: ‘Yesidut- Resulchd Ub Les

EXHIBIT A
DEFINITIONS AND RULES OF INTERPRETATION

SECTION 1.01 Definitions. As used in the Agreement, any amendment thereto, or in
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 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. The 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 shal] mean this Master Loan 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. The
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
expensc, 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 intcrest 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 ts 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 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 value thereof.

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

Enforcement Action shall mcan a formal judicia! or administrative proceeding ftled by any
governmental 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 Supplement 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 shall 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 shall! mcan any mortgage, deed of trust, pledge, security interest, hypothecation,
assignment, deposit arrangement, cncumbrance, 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).

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 shect 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 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
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 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.

hand

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 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 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 shall 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.
DATE: »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.

1 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 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 [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)

1 Must be from the Chief Financia! 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 loss): $

plus depreciation expense: §

plus amortization expense: $

plus interest expense: $

minus non-cash income from subsidiaries and/or

joint ventures: ($ )

e 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
e 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

Attachment B

M 6340 South Fiddlers Green Circle

iS COBAN K Greenwood Village, CO 80111
800-542-8072

www.cobank.com

February 21, 2019

Mr. Larry Goodhue, President
Pennichuck Corporation

25 Manchester St.

Nashua, NH 03054

Dear Mr. Goodhue:

This Non-Binding Summary of Terms and Conditions (this “Summary”) is being presented for information
and discussion purposes only. This Summary is neither a commitment nor an offer to extend credit and does
not create any obligation on the part of CoBank. CoBank’s decision to extend credit to the Company is
contingent upon completion to CoBank’s satisfaction of all necessary due diligence, receipt of internal credit
approvals, and the preparation of final documentation in form and substance satisfactory to CoBank. All
figures, terms, and conditions are subject to change at any time. A commitment by CoBank will exist only if
a formal, written commitment letter or definitive loan documents are prepared and executed by CoBank and
the Company, and not otherwise. This Summary is strictly confidential and may not be released to or
discussed with any third party without the prior written consent of CoBank.

Borrower: Pennichuck East Utility, Inc. (the ““Borrower”)

Type of Credit Facilities: An up to 25 year amortizing term loan in an amount up to $1,450,000
(“Term Loan”)

Purpose: Term out short term debt.
Availability: All funds shall be advanced at closing.
Interest: The Borrower will pay interest on the outstanding balance of the Term

Loan in accordance with one or more of the following interest rate options,
as selected by the Borrower:

Weekly Quoted Variable Rate Option: Under this option, balances

may be fixed at a rate established by CoBank on the first "Business Day"
(to be defined) of each week. The rate established shall be effective until
the first Business Day of the next week. WQVR for the week of February
17, 2019 is 4.50%.

Quoted Fixed Rate Option. At one or more rates to be quoted by

CoBank. Under this option, rates can be fixed: (1) on balances or