Board Of Aldermen

SECTION 4.08. Compliance with Law. Al: of the Company's properties and ail of its
Operations, are in compliance in ail material respects with 2] Laws. Without limiting the foregoing, al!
property owned or leased by the Company, all property proposed fo be acquired with the proceeds of the
Promissory Note and Supplement, and ali operations conducted thereon on al! such property, are in
compliance in ail material respects with ali Laws relating to the environment

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

ARTICLE 4
REPRESENTATIONS AND WARRANTIES

Te induce CoBank to enter into and make loans under each Promissery Note and Suppiement,
the Company represenzs and warrants that:

attaching and certifying as to each of the following, all of which must be in form and content acceptabie
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 duc
formation and good standing of the Company in the State of New Hampshire.

SECTION 2.63. Method of Payment. The Company shall make ail 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. Wire transfers sha'l 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 UTELITY, INC., a New Hampshire corporation (the
“Company"}, and CoBANK, ACB, a federally chartered instrumentality of the United States
(*CoBank”).

BACKGROUND

ATTACHMENT A

Master Loan Agreement between
Pennichuck East Utility, Inc. and CoBank, ACB

«de

FURTHER RESOLVED, that the City hereby authorizes Pennichuck Corporation and
Pennichuck East Utility, Inc., their Boards of Directors, and their Officers, to take any
and ali actions required to obtain all necessary approvals with respect to the actions
described in these resolutions and to execute and deliver such documents as are
necessary to affect the CoBank loan, and the guaranty described in these resolutions.

Respectfully submitted,

PENNICHUCK CORPORATION

Larry D. Goodhue

Chief Executive Officer

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unconditional guarantee of PEU’s obligations to CoBank by Pennichuck pursuant to the
Guarantee of Payment (Continuing) dated as of February 9, 2010 between Pennichuck and
CoBank (the “Guaranty Agreement”), a copy of which is attached to this letter as Attachment C.

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Shareholder Approval of Borrowings Required. Under Article IX of Pennichuck’s Articles of
Incorporation, the City, acting in its capacity as Pennichuck’s sole shareholder, must approve:

“(3) any action to (A) create, incur or assume any indebtedness for borrowed
money or guarantee any such indebtedness of any person, (B) issue or sell
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.”

Vy :
: PENNICHUCK 25 WALNUT STREET
few
PO BOX 478
NASHUS4. NH 03667-0428

(603) 882-5194
FAX (603} 913-2305

NAN PENAICHUCK COM

May 17, 2021

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: