Agenda

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

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:

disposal of afl 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
acgligence or willful misconduct of such Indemnitee. The indemnification provided for hereunder shall
survive the termination of this Agreement.

SECTION 10.09. [Intentionally Omitted]

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.

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

SECTION 8.11. Changes in Ownership. The Company shall cease to be owned [00% by
the Guarantor or $0% or more of the voting stock in the Guarantor should be acquired by a Person or a

Person and one or more Affiliates of that Person.

SECTION 8.03. Covenants. The Company should fail to perform or comply with any
covenant set forth in Article 5 hereof (other than Sections 5.01, 5.06(F) and 5.10) and such failure
continues for 30 days after written notice thereof shall have been delivered to the Company by CoBank.