Aftachment C
GUARANTEE OF PAYMENT
(CONTINUING)
THIS GUARANTEE OF PAYMENT (this “Guaranty") is executed as of February 9, 2010, by
PENNICHUCK CORPORATION, a New Hampshire corporation (hereinafter referred to as the
“Guarantor’}, in favor COBANK, ACB (hereinafter referred to as "CoBank").
BACKGROUND
Pennichuck East Utility, ine. (the “Company") has obtained or may desire at some point in time
and/or from time to time to obtain joans, advances and other financial accommodations from CoBank,
Owing to Company's financial condition andor ether factors, CoBank ts not willing to extend or continue to
extend credit to the Company without the guaranty of the Guarantor, Having a financial interest in the
Company and expecting to henefit from such credit, the Guarantor is willing to furnish that guaranty,
NOW, THEREFORE, in order to induce CoBank to extend credit to the Company and for good
and valuable other consideration, the receipt and sufficiency of which are hereby acknowledged, the
Guarantor agrees as follaws:
SECTION 1. Guaranty. The Guarantor hereby unconditionally and irrevocably guarantees to
CoBank the puactual payment when due, whether at stated maturity, by acceleration or otherwise, of all
indebtedness, obligations and liabilities of the Company to CoBank, whether now existing or hereafter
incurred, incliding, but not limited to, those under or arising out of or in connection with any loans,
advances, acceptances, letters of credit, indemnities, foreign exchange contracts or any other kind of
contract or agreement under which the Company may be indebted to CoBank in any manner, whether for
principal, interest. fees, surcharges, expenses or otherwise. For ease of reference: (i) all such indebtedness,
obligations and liabilities shal! hereinafter be collectively referred to as the “Guaranteed Obligations”: and
(ti) all instruments, documents and agreements evidencing or relating to the Guaranteed Obtigations
(including all loan agreements, promissory notes, retmbursement agreements, securily agreements,
mortgages and deeds of trust} shall hereinafter collectively be referred to as the "Loan Documents.” Without
limiting the foregoing, the Loan Documents shall include (but shali not be limited to) the: (1} Master Loan
Agreement dated as of February 9, 2010, between che Campany and CoBank (as amended or restated from
time to time, the “"MLA”}, (2} Promissory Note and Supplement dated as of February 9, 2010, belween the
Company and CoBank and numbered RXO848TI; (3) Promissery Note and Supplement dated as of
February 9, 2010, between the Company and CoBank and numbered RXO8487T2; (4) all future Promissory
Notes and Supplements issued under the Master Loan Agreement; (5) the ISDA 2002 Master Agreement
dated as of February 9, 2010, between the Company and CoBank, and all schedules executed at any time in
connection therewith; and (6) all amendiments to and restatements of each of the foregoing.
SECTION 2, Guaranty of Payment; Waiver of Defenses, Etc. This Guaranty is a guarantee of
payment and not of collection. he Guarantor acknowledges and agrees that this Guaranty is an absolute
and independent obiigation of the Guarantor, and therefore waives any right to require that any action be
brought against the Company, another guarantor or any other person or entity which is liable for al! or any
part of the Guaranteed Obligations, or to require that resort be had at any time to any security for the
Guaranteed Obligations or to any right of setoff or similar right. The Guarantor’s obligations hereunder
shall be payable on demand and shall be absolute and unconditional irrespective of (and the Guarantor
hereby expressiy waives any defense or ciaim of discharge based on): (i) the alteration or modification from
time to time (whether material or otherwise) of the Guarantecd Obligations, including the date, time, and
place of payment, an increase or decrease in the rate or rates of interest accruing on the Guaranteed
Obligations, the period during which the Guaranteed Obligations may be made, the amount of the
Guarantecd Obligations or otherwise: (i1) the waiver by CoBank of tre Company's compliance with any of
