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 uscd 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).
{n 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.
[ 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 baxes 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 constitutcs 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 Financial Officer
