IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date
shown above by its duly authorized officers.
PENNICHUCK CORPORATION
By:
Name:
Title:
PENNICHUCK WATER WORKS, INC.
By:
Name:
Title:
COBANK, ACB
By:
Name:
Title:
PURSUANT TO ARTICLE IX OF THE AMENDED AND RESTATED ARTICLES OF
INCORPORATION OF PENNICHUCK CORPORATION, THE CITY OF NASHUA, NEW
HAMPSHIRE HEREBY AUTHORIZES THIS AGREEMENT AS OF THE DATE SHOWN
ABOVE:
SECTION 4. Counterparts and Electronic Delivery. This Agreement may be executed in
counterparts (and by different parties in different counterparts), each of which shall constitute an original,
and all of which when taken together shall constitute a single agreement. In addition, this Agreement may
be delivered by electronic means.
{Signatures on Next Page(s)]
(ETT FETIP ET ES
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CONSENT, AGREEMENT, AND AUTHORIZATION
THIS CONSENT, AGREEMENT, AND AUTHORIZATION (this “Agreement”) is entered
into as of April 25, 2018, by and between PENNICHUCK CORPORATION, a New Hampshire
corporation (hereinafter referred to as the "Guarantor"), PENNICHUCK WATER WORKS, INC., a New
Hampshire corporation (“Water Works”), and CoBANK, ACB, a federally chartered instrumentality of the
Unites States (hereinafter referred to as “CoBank").
BACKGROUND
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed by their duly
authorized officers as of the date shown above.
CoBANK, ACB PENNICHUCK EAST UTILITY INC.
By: By:
Title: Title:
(First Amendment to Master Loan Agreement)
Active/483283 14.1
Loan No. RX0848
FIRST AMENDMENT TO
MASTER LOAN AGREEMENT
THIS FIRST AMENDMENT TO MASTER LOAN AGREEMENT (this “Agreement”) is entered
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
“Master Loan Agreement’), The parties now desire to amend the Master Loan Agreement.
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 lass): $
EXHIBIT B
COMPLIANCE CERTIFICATE
TO: COBANK, ACB
FROM: PENNICHUCK EAST UTILITY, INC.
BATE: 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.
Default Rate shall mean: (1) in the case of principal, 4% per anaum in excess of the rate(s)
that would otherwise be in effect on the loans under the Promissory Notes and Supplements; and (2)
in the case of overdue interest, fees and other charges, 4% per annum in excess of the CoBank Base
Rate, as in effect from time to time.
