Board Of Aldermen

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

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

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

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.)

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.

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): $

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.

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.

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.

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.