Exhibit 10.15
GUARANTY AGREEMENT
Dated as of January 20, 2005
For good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and
to provide additional security to Banknorth, National Association,
a national banking association, acting as trustee (the
“Trustee”) under a Loan and Trust Agreement dated as of
January 1, 2005 (the “Agreement”) among the Business
Finance Authority of the State of New Hampshire (the
“Authority”), Pennichuck East Utility, Inc. (the
“Borrower”) and the Trustee, pursuant to which the
Authority has issued $1,170,000 Water Facility Revenue Bonds
(Pennichuck East Utility, Inc. Project) Series 2005D (the
“Bonds”), the undersigned, Pennichuck Corporation, a
New Hampshire corporation, hereby: (a) absolutely and
unconditionally guarantees to the Trustee, for the benefit of the
Bondowners, the full and prompt payment when due, whether at
maturity or earlier by reason of acceleration or otherwise in
accordance with the terms of the Agreement, of any and all present
and future debts, liabilities and obligations owed by the Borrower
to the Trustee evidenced by or arising out of the Agreement and any
and all extensions, renewals, modifications, supplements or
amendments thereto or thereof and any related agreements (the
“Indebtedness”), and (b) absolutely and unconditionally
guarantees to the Trustee, for the benefit of the Bondowners, the
full and timely performance by the Borrower of all of its
obligations under the Agreement.
1. No act or thing need occur to establish the
liability of the undersigned hereunder, and no act or thing, except
full payment and discharge of all Indebtedness, shall in any way
exonerate the undersigned hereunder or modify, reduce, limit or
release the liability of the undersigned hereunder. This is an
absolute, unconditional and continuing guaranty of payment of the
Indebtedness. The dissolution or adjudication of bankruptcy of the
undersigned shall not revoke this Guaranty Agreement (this
“Guaranty Agreement”).
2. The undersigned represents and warrants to
the Trustee that (a) the undersigned has a direct and substantial
economic interest in the Borrower and expects to derive substantial
benefits therefrom and from the issue of the Bonds and other
transactions and events resulting in the creation of Indebtedness
guaranteed hereby (this Guaranty Agreement shall be effective and
enforceable by the Trustee without regard to the receipt, nature or
value of any such benefits); (b) the undersigned is a corporation
duly organized, validly existing and in good standing under the
laws of the State of New Hampshire (the “State”), has
power to enter into this Guaranty Agreement and by proper corporate
action has duly authorized the execution and delivery of this
Guaranty Agreement; (c) the undersigned is in good standing and is
duly licensed or qualified to transact business in the State and in
all jurisdictions where the character of the property owned or
leased or the nature of the business transacted by it makes such
licensing or qualification necessary; (d) the undersigned has been
fully authorized to execute and deliver this Guaranty Agreement
under the terms and provisions of the resolutions of its board of
directors, or by other appropriate official approval, and further
represents, covenants and warrants that all requirements have been
met, and procedures have occurred in order to ensure the
enforceability of this Guaranty Agreement and this Guaranty
Agreement has been duly authorized, executed
and delivered; (e) the officer of the
undersigned executing this Guaranty Agreement and any related
documents has been duly authorized to execute and deliver this
Guaranty Agreement and such related documents under the terms and
provisions of a resolution of the undersigned’s directors;
(f) this Guaranty Agreement constitutes a valid and legally binding
obligation of the undersigned enforceable against the undersigned
in accordance with its respective terms, except to the extent
limited by bankruptcy, reorganization or other laws of general
application relating to effecting the enforcement of
creditors’ rights; and (g) the execution and delivery of this
Guaranty Agreement, the consummation of the transactions
contemplated hereby and the fulfillment of the terms and conditions
hereof do not and will not violate any law, rule, regulation or
order, conflict with or result in a breach of any of the terms or
conditions of the articles of incorporation or bylaws of the
undersigned or of any restriction or of any agreement or instrument
to which the undersigned is now a party and does not and will not
constitute a default under any of the foregoing or result in the
creation or imposition of any liens, charges or encumbrances of any
nature upon any of the property or assets of the undersigned
contrary to the terms of any instrument or agreement to which the
undersigned is a party or by which it is bound.
3. If the undersigned shall be or become
bankrupt or insolvent (however defined), then the Trustee shall
have the right to declare immediately due and payable, and the
undersigned shall f
