Board Of Aldermen

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.

Loan Docements shall mean this Agreement, all Promissory Notes and Supplements, and all
instruments or documents relating t: this Agreement or the Promissory Nores and Supplements.
incliding, withour limitation, all applications, certificates, opinions of counscl, mortgages, decds of
ULst, Security agreements, guaranties, interest rate risk management agreements {including the [SDA
2002 Master Agreement and all schedules thereto),and pledge agreements.

Default Rate shall mean: (|) in the case of principal, 4% per annum in excess of the rate(s)
that would atherwise be in effect an the leans under the Promissory Noles aad Supplements; and (2)
in the case of overdue interest, fees and other charges, 4% per annum in excess of the CaBank Base
Rate, as in effect from time to time.

EXHIBIT A
DEFINITIONS AND RULES OF INTERPRETATION

SECTION LOL Definitions. As used in the Agreement, any amendment thereto, ce im
any Promissory Note and Supplement, the following terms shall have the following meanings

disposa! of all 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 shail not apply with respect to an Indemnitee to the extent arising as a result of the gross
negligence or willful misconduct of such Indemnitee, The indemnification provided for hereunder shal]
survive the termination of this Agreement.

SECTION 10.09. fintentionaliy Omitted]