Agenda

SECTION 4.08. Compliance with Law. All of the Company’s properties and all of its
operations, are in compliance in all material respects with all Laws. Without limiting the foregoing, all
property owned or leased by the Company, all property proposed to be acquired with the proceeds of the
Promissory Note and Supplement, and all operations conducted thereon on all such property, are in
compliance in all material respects with all Laws relating to the environment

satisfied all conditions and requirements set forth in the Promissory Note and Supplement relating to that
loan.

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

To induce CoBank to enter into and make loans under each Promissory Note and Supplement,
the Company represents and warrants that:

attaching and certifying as to each of the following, all of which must be in form and content acceptable
to CoBank: (1) the Articles of Incorporation of the Company, certified by the Secretary of State of New
Hampshire within 30 days of the date hereof; (2) the Bylaws of the Company; and (3) a certificate of the
Secretary of State of New Hampshire issued within 30 days of the date hereof attesting to the due
formation and good standing of the Company in the State of New Hampshire.

SECTION 2.03. Method of Payment. The Company shall make all payments to CoBank
under this Agreement and each Promissory Notc and Supplement hereto by wire transfer of immediately
available funds, by check, or, if specified by separate agreement between the Company and CoBank, by
automated clearing house (ACH) or other similar cash handling processes. Wirc transfers shall be made
to ABA No. 307088754 for advice to and credit of "CoBANK" (or to such other account as CoBank may

Attachment A

MLA No. RX0848
MASTER LOAN AGREEMENT

THIS MASTER LOAN AGREEMENT (this “Agreement”) is entered into as of February 9,
2010, between PENNICHUCK EAST UTILITY, INC., a New Hampshire corporation (the
“Company”), and CoBANK, ACB, a federally chartered instrumentality of the United States
(“CoBank”).

BACKGROUND

-3-

borrowers. In addition to the lower rates, CoBank loans generally have fewer covenants or
restrictions as compared to loans from commercial banks and other financial institutions.

Approval by Pennichuck and PEU. The CoBank loan and guaranty have been approved by the
Board of Directors of Pennichuck and PEU. Pennichuck recommends that the City authorize
(i) PEU to enter into the loan with CoBank; and (ii) Pennichuck to guaranty the loan.

«9 =

any debt securities or warrants or other rights to acquire any debt securities
of the [Pennichuck] Corporation or any of its Subsidiaries, or (C) guarantee
any debt securities of any person.”

Proposed Term Loan Borrowing from CoBank

a, PENNIGHUCK 25 MANCHESTER STREET

PO BOX 1947
MERRIMACK, NH 03054-1947

(603) 882-5191
FAX (603) 913-2305

VIA HAND DELIVERY WWW.PENNICHUCK.COM

March 1, 2019

Mr. Steven A. Bolton
Corporation Counsel
City of Nashua

229 Main Street
Nashua, NH 03060

Re: Pennichuck East Utility, Inc. — Request for Approval of Term Loan with CoBank, ACB

Dear Attorney Bolton:

R-19-117
Endorser: Mayor Jim Donchess
CHANGING THE USE OF FUNDS FOR A WASTEWATER FUND CAPITAL IMPROVEMENTS
PROJECT FROM BRIDGE STREET OVERFLOW DETENTION BASIN IMPROVEMENTS TO WET
WEATHER FACILITY SCREEN AND RAKE UPGRADES

R-19-118
Endorser: Mayor Jim Donchess
RELATIVE TO THE ACCEPTANCE AND APPROPRIATION OF UP TO $218,486 FROM THE
STATE OF NEW HAMPSHIRE DEPARTMENT OF HEALTH AND HUMAN SERVICES INTO
TRANSIT GRANT ACTIVITY “FEDERAL TRANSIT AUTHORITY (“FTA”) OPERATING GRANT”

R-19-113

Endorsers: Mayor Jim Donchess
Alderwoman-at-Large Shoshanna Kelly
Alderman-at-Large Michael B. O’Brien, Sr.
Alderman Richard A. Dowd
Alderman Patricia Klee
Alderman-at-Large Brandon Michael Laws
Alderman Ernest Jette
Alderman-at-Large David C. Tencza
Alderman Jan Schmidt
Alderman-at-Large Lori Wilshire
Alderman Linda Harriott-Gathright

ADOPTING ENVIRONMENT AND ENERGY COMMITTEE RECOMMENDATIONS

e Personnel/Administrative Affairs Committee Recommends: Final Passage