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 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

Documentation:

Financial Covenants:_

Negative covenants:

Reporting Requirements:

Events of Default:

Expenses and
Indemnification:

Patronage:

3

documents will contain the following conditions precedent,
representations and warranties, covenants and events of default:

Origination Fees:

Principal Repayment:

Prepayment:

Capitalization:

Collateral:

Gaurantee:

Documentation:

2

multiples of $100,000; (2) for periods of 12 months to the final maturity
date of the Term Loan; and (3) on no more than 5 separate balances at any
one time.

Interest will be calculated on the actual number of days elapsed on the
basis of a year consisting of 360 days and shall be payable monthly in
arrears by the 20" day of the following month.

None.

Attachment B

M 6340 South Fiddlers Green Circle

iS COBAN K Greenwood Village, CO 80111
800-542-8072

www.cobank.com

February 21, 2019

Mr. Larry Goodhue, President
Pennichuck Corporation

25 Manchester St.

Nashua, NH 03054

Dear Mr. Goodhue:

PENNICHUCK EAST UTILITY, INC.
FINANCIAL COVENANT CERTIFICATE
For fiscal year ending on
The undersigned hereby certifies to 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
© 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
,20_.

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
Total Capitalization, contributions in aid of construction, advances for construction, 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, deeds of
trust, security agreements, guaranties, interest rate risk management agreements (including the ISDA
2002 Master Agreement and all schedules thereto),and pledge agreements.