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 condittons of the Loan Documents; (iil) 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 to pursue or obtain any deficiency judgment against the Company following any foreclosure of any
security interest, mortgage or deed of trust; (v) the loss 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 corporation (hereinafter referred to as the
“Guarantor"), in favor CoOBANK, ACB (hereinafter referred to as "CoBank").

BACKGROUND

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.)

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.

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): $

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.

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.

{.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.

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