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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
The Guarantor is a party to that certain Guarantee of Payment (Continuing) dated as of February 9,
2010 (the “Guaranty”). Capitalized terms used in this Agreement and not defined herein shall have the
meanings given to those terms in the Guaranty. Pursuant to the Guaranty, the Guarantor guaranteed all
Guaranteed Obligations of the Company, including, without limitation, loans which CoBank may from time
to time make to the Company.
Water Works is a party to that certain Consent and Agreement dated as of February 9, 2010 (the
“2010 Consent and Agreement”). Pursuant to the 2010 Consent and Agreement, Water Works agreed to
provide certain services while the Company is indebted to CoBank.
The Company has asked CoBank to make additional loans to the Company in an amount up to
$3,500,000 for the purpose of financing capital expenditures and other corporate needs (the “New
Loans”). On certain conditions, CoBank has agreed to make the New Loans to the Company. One of
those conditions is that the Guarantor and Water Works enter into this Agreement and the City of Nashua,
New Hampshire authorize this Agreement.
NOW, THEREFORE, to induce CoBank to make the New Loans to the Company, and for good
and valuable other consideration, the receipt and sufficiency of which is hereby acknowledged:
SECTION 1. The Guarantor. The Guarantor hereby agrees and acknowledges that: (1) the
New Loans and all obligations arising in connection therewith (including, without limitation, the
obligation to pay interest thereon and any fees and surcharges arising in connection therewith), as such
obligations may be extended, refinanced or otherwise modified from time to time, constitute “Guaranteed
Obligations” (as such term is defined in the Guaranty); (2) all instruments and documents executed in
connection with the New Loans (as each may be amended or restated from time to time), constitute “Loan
Documents” (as such term is defined in the Guaranty); and (3) without limiting the other provisions of the
Guaranty, Section 3 of the Guaranty shall be applicable thereto. This Agreement shall be deemed to
supplement the Guaranty.
SECTION 2. Water Works. Water Works hereby agrees and acknowledges that: (1) the New
Loans and all obligations arising in connection therewith (including, without limitation, the obligation to
pay interest thereon and any fees and surcharges arising in connection therewith}, as such obligations may
be extended, refinanced or otherwise modified from time to time, constitute indebtedness of the Company
to CoBank within the meaning of the 2010 Consent and Agreement; and (2) without limiting the other
provisions of the 2010 Consent and Agreement, Section 7 of the 2010 Consent and Agreement shall be
applicable thereto.
SECTION 3. Miscellaneous. This Agreement is intended by the parties to be a complete and
final expression of their agreement. No amendment, waiver or modification of any provision of this
Agreement shail be binding unless contained in a writing signed by CoBank. This Agreement shall be
governed by and construed in accordance with the laws of the State of Colorado, without giving effect to
the principles of conflict of laws.
