REVOLVING CREDIT PROMISSORY NOTE

Exhibit 10.2

REVOLVING CREDIT PROMISSORY NOTE

$16,000,000

March 22nd, 2005

Manchester, New Hampshire

      FOR VALUE RECEIVED, PENNICHUCK CORPORATION, a New Hampshire corporation with its principal place of business at 25 Manchester Street, Merrimack, New Hampshire 03054 (the "Borrower"), promises to pay to the order of FLEET NATIONAL BANK, a Bank of America company and a national bank organized under the laws of the United States with a place of business at 1155 Elm Street, Manchester, New Hampshire 03101 (the "Bank") (the Bank and any subsequent transferee of this Note, whether taking by negotiation or otherwise, are sometimes referred to herein as the "Holder") at such place of business or such other place as may be designated hereafter by the holder hereof, the principal sum of Sixteen Million Dollars ($16,000,000) (or so much thereof as may be advanced or readvanced by the Bank to the Borrower from time to time hereafter, such amounts defined as the "Debit Balance" below), together with interest as provided for below, in lawful money of the United States of America in immediately available funds.

      This Note is being executed and delivered in accordance with the terms of a certain Loan Agreement dated as of even or near date herewith between, among others, the Borrower and the Bank, as the same may hereafter be amended, modified or restated (the "Loan Agreement") and the documents defined therein as the "Loan Documents". The payment and performance of the obligations contained in the Loan Agreement and the Loan Documents are secured by the collateral granted to the Bank therein and the security granted to the Bank therein (the "Collateral"). Any capitalized term used herein which is not defined herein shall have the meaning given to such term in the Loan Agreement.

      Until such time as this Note becomes due and payable, interest shall be payable in arrears (a) on a monthly basis for Prime Loans commencing on that date thirty (30) days from the date hereof and continuing on the corresponding day of each succeeding month thereafter, and (b) on the last day of the applicable Interest Period for LIBOR Loans; provided however , that said interest payments for any LIBOR Loan shall be no less frequently than every three (3) months. All payments shall be in lawful money of the United States in immediately available funds. The entire principal balance of this Note, together with all interest and other charges accrued hereunder shall be due and payable in full on December 31, 2007 (the "Maturity Date").

      Subject to the terms and conditions of the Loan Agreement, the maximum principal amount outstanding under this Note shall be Sixteen Million Dollars ($16,000,000). Pursuant to the Loan Agreement, there shall be due and payable from the Borrower to the Bank, and the Borrower shall immediately pay to the Bank, without demand, any amount by which the Debit Balance exceeds Sixteen Million Dollars ($16,000,000).

      Subject to the terms and conditions of the Loan Agreement, the Borrower shall have the option to elect that sums advanced under this Note shall bear interest (i) at a variable per annum rate equal to the Prime Rate plus the Prime Applicable Margin; or (ii) at a per annum rate equal to the one (1), two (2), three (3) or six (6) month LIBOR plus the LIBOR Applicable Margin.

All computations of interest shall be made on the basis of a three hundred sixty (360) day year and the actual number of days elapsed.

      Notwithstanding anything herein to the contrary, the Borrower shall have the option to "swap" the above-referenced LIBOR based interest rate on this Note pursuant to an interest rate swap agreement (in the form of an International Swap Dealers Association Master Agreement and Confirmation Agreement between the Borrower and the Bank, both of which are hereinafter referred to collectively as the "Swap Agreement") for a fixed rate of interest a period and term acceptable to the Bank.

      The Borrower may only prepay the Note in accordance with the Loan Agreement. If the interest rate hereunder is swapped pursuant to the Swap Agreement, then the Swap Agreement sets forth additional restrictions, limitations and penalties associated with prepayment under this Note. Notwithstanding anything herein to the contrary, in the event that the interest rate hereunder, as aforesaid, violates any applicable usury or similar statute, the interest rate shall then automatically be deemed to be the highest rate of interest then permitted.

      The Borrower agrees that the Bank may make loan advances to the Borrower upon verbal authority (which, if the Bank so requires, shall be followed by written confirmation) of any officer executing this Note on behalf of the Borrower or any other officer of the Borrower who is authorized in writing to borrow money from the Bank and may deliver such advances by direct deposit to any deposit account of the Borrower with the Bank or otherwise as so authorized in the Loan Agreement. Notwithstanding anything to the contrary herein, the Bank may require written notice of requests for loan advances as may be provided in the Loan Agreement. All such advances shall represent binding obligations of the Borrower.

      The Borrower's "Debit Balance" shall mean the debit balance in an account on the books of the Bank, maintained in the form of a ledger card, computer records or otherwise in accordance with the Bank's customary practice and appropriate accounting procedures wherein there shall be recorded the principal amount of all advances made by the Bank to the Borrower, all principal payments made by the Borrower to the Bank hereunder, and all other appropriate debits and credits (the "Loan Account"). The Bank shall render to the Borrower a statement of account with respect to the Loan Account on a monthly basis. Such statement shall indicate the Borrower's then current Debit Balance and any interest amounts due and payable from the Borrower to Bank. Such statement may be based on estimates of the principal amount outstanding and the interest rate for the applicable payment period. Any required adjustments between such estimates and actual amounts shall be reflected in subsequent statements.

      The Borrower acknowledges that this Note is to evidence the Borrower's obligation to pay the Debit Balance, plus interest, as determined from time to time and that it shall continue to do so despite the occurrence of intervals when no Debit Balance exists because the Borrower has paid the previously existing Debit Balance in full.