Agenda

(D) Litigation. Except as discinsed in the Company's Application for Credit dated as
of February 9, 2010 (the “Application”), there are no pending legal, arbitration, or governmental actions or
proceedings to which the Guarantor is a party or to which any of its property is subject which, if adversely
determined, could have a material adverse effect on the condition, financial or otherwise, operations,
properties, ar business of the Guarantor, or on the ability of the Guaranter to perform its oblivations

SECTION 5. Information Regarding Company; Waiver of Notices, Ete. The Guarantor
assumes responsibility for keeping fully infonned of the financial condition of the Company, its liability
hereunder and ali other circumstances affecting the Company's ability to pay and perform the Guaranteed
Obligations, The Guarantor agrees that CoBank shal! have no duty to report to or notify the Guarantor of:
(i) any information which CoBank shall receive about the financia! 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, negiect or
amission to obtain, perfect, maintain, enforce, or realize upon any collaicral for the Guaranteed Obligations,
or 10 pursue or obtain any deficiency judgment against the Company following any foreclosure of any
security interest, mortgage or deed of trust; :¥) the Joss or impairment of any collateral, the subordination or

Aftachment 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 COBANK, ACB (hereinafter referred to as "CoBank").

BACKGROUND

ATTACHMENT C

Guarantee of Payment (Continuing)

IN WITNESS WHEREOF, the parties hove couscd this Amendment to be executed by their duly
nuthonized officers as of the dute shown above.

PENNICHUCK EAST UTILITY INC,

By: am PA
Larry). Goodhue
Title: Chief kxecutive Officer

(First Amendment to Master Loan Agreement)

Active’ 429283144

Loan No. RXO848

FIRST AMENDMENT TO
MASTER LOAN AGREEMENT

THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT (this “Aureement”) 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 parties to a Master Loan Agreement dated as of February 9, 2010 (the

PENNICHUCK EAST UTILITY, ENC,
FINANCIAL COVENANT CERTIFICATE
Tor fiscal year ending on

The undersigned hereby certifies tp COBANK, ACB that set forth below are: (1) the financial ratios that
the Company was required to achieve for the Fiseal year end covered by this Certificate; and (2) the
actual results achieved by the Campany:

RATIO — _ Required ; Achieved

| Debt Service Coverage Ratiz: 1.25 te 1.00 |

® nel income (after taxes and after eliminating any |
gain or toss on sale of assets or other}
extraordinary gainorloss:$

EXHIBIT B
COMPLIANCE CERTIFICATE

TO: COBANK, ACE
FROM: PENNICHUCK EAST UTILITY, INC.
BATE: , 2b

SUBJECT: COMPLIANCE CERTIFICATE FOR FISCAL PERIOD ENDING ON
20.

Reference is hereby tmade to that certain Master Loan Agreement dated as of February 9, 20°0 {the
“Cred Agreement’), between PENNICHUCK EAST UTILITY, INC, (the “Company’) and
COBANK, ACB (“Lender”). Capitalized terms used in th's certificate and not defined here: shall have
the niganings given to thase 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 iterns reducing rate base calculations shall be excluded.