AUTHORIZED FORM - STRUCTURED SUPPORT ARRANGEMENTS GUARANTY
Exhibit 10.3
AUTHORIZED FORM - STRUCTURED SUPPORT ARRANGEMENTS
THIS GUARANTY, dated as of March 31, 2025, is issued by Avangrid Networks, Inc., a Maine corporation, (“Guarantor”), in favor of Unitil Corporation, a New Hampshire corporation (“Guaranteed Party”). Avangrid Enterprises, Inc., a Maine corporation, (“Obligor”) is a wholly owned indirect subsidiary of Guarantor.
RECITALS
A. Obligor and Guaranteed Party have entered into a Stock Purchase Agreement relating to (among other things) the sale and acquisition of all of the issued and outstanding shares of common stock of Maine Natural Gas Company, a Maine corporation, dated as of March 31, 2025 (the “Agreement”).
B. This Guaranty is delivered to Guaranteed Party by Guarantor in connection with the Agreement.
AGREEMENT
A. Guaranty of Obligations Under the Agreement. To induce Guaranteed Party to enter into the Agreement and to consummate the transactions contemplated by the Agreement, and for value received, Guarantor hereby absolutely, unconditionally and irrevocably, subject to the express terms hereof, guarantees the payment when due of all payment obligations, whether now in existence or hereafter arising, of Obligor to Guaranteed Party pursuant to the Agreement (the “Obligations”). This Guaranty is one of payment and not of collection and shall apply regardless of whether recovery of all such Obligations may be or become discharged or uncollectible in any bankruptcy, insolvency or other similar proceeding, or otherwise unenforceable. The Obligations are primary and unconditional.
B. Maximum Guaranteed Amount. Notwithstanding anything to the contrary herein, except as otherwise provided in this Section 1.B., Guarantor’s aggregate obligation and liability to Guaranteed Party under this Guaranty are subject to and shall not exceed, and Guarantor shall have the benefit of, the caps and limitations set forth in Section 8.04 of the Agreement that are applicable to Obligor, including, without limitation, the Purchase Price cap (the “Maximum Guaranteed Amount”) (it being understood that any payment by Guarantor either directly or indirectly to the Guaranteed Party, pursuant to a demand made upon Guarantor by Guaranteed Party or otherwise made by Guarantor pursuant to its obligations under this Guaranty including any indemnification obligations, shall reduce the Maximum Guaranteed Amount on a dollar-for-dollar basis), including reasonable costs and expenses incurred by Guaranteed Party
in enforcing this Guaranty, provided that the Guaranteed Party is the prevailing party, and shall not either individually or in the aggregate be greater or different in character or extent than the obligations of Obligor to Guaranteed Party under the terms of the Agreement. For the avoidance of doubt, Guarantor’s obligation to Guaranteed Party with respect to, and solely with respect to, any claim for the reimbursement of Seller Consolidated Tax Liability shall not be limited to the Maximum Guaranteed Amount. IN NO EVENT SHALL GUARANTOR BE SUBJECT TO ANY PUNITIVE, CONSEQUENTIAL, SPECIAL, INDIRECT OR SIMILAR DAMAGES, EXCEPT TO THE EXTENT, IN EACH CASE, (i) SUCH DAMAGES ARE ACTUALLY AWARDED TO A GOVERNMENTAL AUTHORITY OR OTHER THIRD PARTY, (ii) SUCH DAMAGES (a) NATURALLY AND NECESSARILY FLOW FROM THE BREACH OF THIS GUARANTY CAUSING SUCH DAMAGES, AND (b) WERE REASONABLY FORESEEABLE AT THE TIME OF EXECUTION OF THIS GUARANTY, OR (iii) SUCH DAMAGES (a) NATURALLY AND NECESSARILY FLOW FROM THE BREACH OF THE AGREEMENT BY THE OBLIGOR CAUSING SUCH DAMAGES, (b) WERE REASONABLY FORESEEABLE AT THE TIME OF EXECUTION OF THE AGREEMENT, AND (c) THE GUARANTOR IS REQUIRED TO MAKE PAYMENT IN ACCORDANCE WITH THE TERMS OF THIS GUARANTY AS A RESULT OF THE OBLIGOR HAVING FAILED TO MAKE PAYMENT FOR SUCH DAMAGES WHEN DUE.
If to Guarantor:
Avangrid Networks, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
New Gloucester, Maine 04260
Attn: Senior Director, Credit Risk Management
Email: ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇
If to Guaranteed Party:
Unitil Corporation
▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
Hampton, NH 03842
E-mail: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Senior Vice President, Chief Financial Officer & Treasurer
Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇.▇▇▇
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Guarantor has executed and delivered this Guaranty as of the date first set forth above.
Avangrid Networks, Inc.,
a Maine corporation
By: _/s/ ▇▇ ▇▇▇▇▇▇▇▇
Name: ▇▇ ▇▇▇▇▇▇▇▇
Title: President of MNG, and Vice President, Gas & Hydro Engineering & Operations
By: _/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President and Deputy Controller
Acknowledged and agreed:
Unitil Corporation,
a New Hampshire corporation
By: _/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇.
Title: Chairman and Chief Executive Officer
