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the terms and conditions of the Loan Documents; (iii) the forbearance by CoBank from exercising any right
or remedy it may have under the Loan Documents or under law; (iv) any inability, failure, negiect or
amission to obtain, perfect, maintain, enforce, or realize upon any collaicral for the Guaranteed Obligations,
or 10 pursue or obtain any deficiency judgment against the Company following any foreclosure of any
security interest, mortgage or deed of trust; :¥) the Joss or impairment of any collateral, the subordination or
release of CoBank's lien thereon, or the sale, pledge, surrender, exchange or substitution of any collateral;
(vi} CoBank reieasing, watving, discharging, or modifying the obligations of one or more other guarantors
(whether a party hereto or to a separate agreement with CoBank); (vii) the acceptance by CoBank of any
partial payment on the Guaranteed Obligations or any collateral therefor, or CoBank settling, subordinating,
compromising, discharging. or releasing the Guaranteed Obligations or any collateral therefor, (viii) the
enforceability of the Loan Documents; (ix) any defenses or counterclaims assertable by the Company,
including any defense or counterclaim based on fatlure of consideration, fraud, statute of frauds,
bankruptcy, statute of limitations, lender liability, and accord and satisfaction; {x} any setoff, counterclaim,
recoupmient of similar right assertable by the Company, the Guarantor, or other guarantor (whether a party
hereto or to a separate puarantec): or (xi) any other circumstance which constitutes a legal or equitable
discharge of a guarantor or surety. This Guaranty shall cantinue in full force and effect until five business
days after written notice of termination shail have been received by CoRank. Noowithstanding the
foregoing, such notice of termination shall not be effective as to any Guaranteed Obligations: (1) existing
prior to the effective date of termination; (2) arising thereafter pursuant to any commitment to extend credit
entered inta prior to the effective date of such notice (regardless of whether CoBank has or from time to
time acquires a right to suspend or terminate such commitment owing to the occurrence of a default or
othenwise), (3) any extensions, renewals, or refinancings of any Guaranteed Obligations referred to in {1} or
(2) above made before or after the effective date of termination; and (4) interest, fees, expenses, and other
Guaranteed Obligations relating to any of the foregomg. In addition, no stich notice of termination shall in
any manner impair or alter CoBank’s rights or obligations hereunder with respect to such Guaranteed
Obligations (including under Sections? and 3 hercof} or affect or impair the obligations of any other
guarantor (whether a party hercta or to a separate guarantec),

SECTION 3. Subordination and Subrogation. The Guarantor bereby agrees that all
indebtedness and other obligations of the Company (now existing or hereafter incurred} to the Guarantor are
and shall be subordinated in right of payment to the prior payment in Full by the Company of its obligations
to CoBank under the |.van Documents. During the existence of a “Default” or an “Event of Default under
the Loan Documents, no payments by the Company shall be accepted by the Guarantor with respect to such
subordinated obligations and, if any such payments are inadvertently received, the same shail be held in
trust and promptly tumed over to CoBank. The Guarantor hereby waives all claims, rights or remedies that
it may have at law or m equity (inclucting, withour fimitarion, any law subrogating the Guarantor to the
rights of CoBank} to seek contribution, indemnification. or any other form of reimbursement from the
Company. any other guarantor, or any other person or entity now or hereafter primarily or secondarily fiable
for any Obligations of the Guarantor to CoBank, for any disbursement madc by the Guarantor under or in
connection with this Guaranty or othenvise. The Guarantor hereby stipulates and agrees that any such
disbursement made by the Guarantor shail be a contribution to the equity capital of the Company,

SECTION 4. Recovery of Payment. [f any payment received b} CoBank and applied to the
Guaraniced Obiigations is subsequently set aside, recovered, rescinded, or required to be returned for any
reason (including, without limitation, the bankruptey, insolvency or reorganization of the Guarantor), the
Guaranteed Obligations to which such payment was applied skali for the purposes of this Guaranty and ail
instruments or documents executed in connection herewith or securing the Guarantor’s obligations
hereunder, be deemed to have continued tn existence, and this Guaranty shall be enforceabie as to such
Guaranteed Obligations as fully as if such applications had never been made.

SECTION 5. Information Regarding Company; Waiver of Notices, Ete. The Guarantor
assumes responsibility for keeping fully infonned of the financial condition of the Company, its liability
hereunder and ali other circumstances affecting the Company's ability to pay and perform the Guaranteed
Obligations, The Guarantor agrees that CoBank shal! have no duty to report to or notify the Guarantor of:
(i) any information which CoBank shall receive about the financia! condition of the Company (including
adverse matters); (ti) the Company's performance under the Loan Documents (including nonpayment or the
occurrence of any other default}, (i!) any circumstances bearing on the Company's ability to perfornn the
Guaranteed Obfigations; (iv) any increases in the amount of the Guaranteed Obligations or any renewals,
extenstons or refinancing(s} of any Guaranteed Obligation, (v) any actions taken by CoBank or the
Company under any Loan Document, (vi) any matters relating to another guarantor; (vil) any matter set
forth in Seetina 2 hereof, or {viit} any other matter relating te the Cruaranteed Obligations; and the
Guarantor hereby expressly and unconditionally waives any defense or claim of discharge based on the
failure of CoBank to report to or notify the Guarantor of any such information. [n addition, the Guarantor
hereby acknowledges that it has entered into this Guaranty based upon its own independent knowledge of or
investigation into the affairs of the Cumpany and any other guarantor (whether a party hereto er to a
separaie guarantee) and has not reaed in any respect on CyBank or any officers. employees, or agents
thereof.

SECTION 6. Representations and Warranties. The Guarantor hereby represents and warrants
as follows:

(A) Organization; Power; Etc. The Guarantor. (i) is duly organized, validiy eaisting,
and in good standing under the laws of its state of incorporation or formation; (ii) is duly qualified to do
business and js in good standing in each jurisdiction in which the transaction of igs business makes such
qualification necessary; (it!) has afl requisite corporate and legal power to own and operate Its assets and ©
carry on its business and to enter into and perform this Guarancy; and Civ} has duly and lawfully obtained
and maintained alf liconses, certificates, permits, authorizations, approvals, and the like which are material
to the conduct of its business or which may be otherwise required by law, rule, regulation, ordinance, cade.
order or the like (collectively, “Laws” ).

(B) Due Authorization; No Violation; Etc. The execution and delivery by the
Guarantor of, and the performance by the Guarantor of its obligations under, tms Guaranty and all
instruments and documents executed in connection herewnth have been duly authorized by all requisite
corporate or other aetion on the part of the Guarantor aad do not and will not: (i conflict with, or constitute
(with or without the giving of notice and/or the passage of time and/er the occurrence of any other
condition) a default under, any other agreement to which the Guarantor fs a party or oy which it or any of ils
property may be bound or affected, or with any provision of its articles of incorporation, bylaws or other
organizational documents; (ii) requtre the consent, permission, authorization, order or license of any
governmental authority or af any party to any} agreement to which the Guarantor is a party or by which it or
any of its property may be bound or affected, except as has been obtained and are in full force and effect;
(iii) violate any provision of any jaw, ate, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect applicable to it; or (iv}resuit in, or require, the creation or
imposition of any lien, security interest or other charge or encumbrance upon or with respect to any of its
properties now owned or hereafter acquired.

(C) Binding Agreement. This Guaranty and each instrument and document executed
in connection herewith is, or when executed and delivered will be, the leeal, valid, and binding obligation of
the Guarantor, enforceable in accordance with its terms, subject only ta limitations on enforceability
imposed by applicable bankruptcy, insoivency, reorganization, moraterium, or similar Laws affecting
creditors’ rights generally.

(D) Litigation. Except as discinsed in the Company's Application for Credit dated as
of February 9, 2010 (the “Application”), there are no pending legal, arbitration, or governmental actions or
proceedings to which the Guarantor is a party or to which any of its property is subject which, if adversely
determined, could have a material adverse effect on the condition, financial or otherwise, operations,
properties, ar business of the Guarantor, or on the ability of the Guaranter to perform its oblivations
hereunder or under any instrument or document executed in connection herewith, and to the best of the
Guarantors knowledge, ne such actions or proceedings are threatened or contemplated

(E) Financial Statements: No Material Adverse Change; Ete. The annual audited
consolidating and consolidated financtal statements of the Guarantor and its consolidated subsidiaries, if
any, for the fiscal year ended in 2008 and the interim consolidated financial statements of the Guarantor and
its consolidated subsidiaries, if any, for the period ending on June 30, 2009, copies of which (together with
all notes and schedules relating thereto; have been submitted to CoBank, are complete and correct and fairly
present the financial condition of the Guarantor and the results of the Guarantors operations for the periods
covered thereby, and are prepared in accordance with generally accepted accounting principles ("GAAP")
consistenily applied. Since the date of the interim statements. there has been no material adverse change in
the condition, financial or otherwise, business, or operations of the Guarantor. There are no abilities of the
Guarantor, fixed or contingent, which are material but which are not reflected in the financial statements or

the notes thereto.

(F) Title to Property. The Guarantor has title to, or valid leasehold interests in, all of
HS property, real and personal, including the properties reflected in the financial statements referred to above
(other than any property disposed of in the ordinan course of business}.

(G) Compfiance with Laws, Environmental Matters, Etc. All of the properties of
the Guarantor and all of its operations are in compitance in ali material respects with all applicable Laws
including, without limitation, all Laws relating te the environment. No property owned or leased by the
Guarantor is being used ar, to ts knowledge, has been used for the disposal, treatment, storage, processing
or handling of hazardous waste or materials fas defined under any environmental Law} and no mv estigation,
claim, ftigation, proceeding, order, judgment, decree, sectlement, [ten or the like with respect to any
environmental matter is proposed, threatened, anticipated ar in existence with respect to its properties or
operations, In addition, no environmental contamination or condition currently exists on any property of the
Guarantor or, to its knowledge, any adjoining property, which could delay the sale or other disposttion of, or
could have (ar already has nad) an adverse effect or the value of, its property.

(H) Compliance With Guaranty. As of the date hereof, the Guaramer is operating 3
business in compHanec with al! of the covenants set forth in this Guaranty.

SECTION. Affirmative Covenants. tiniess otherwise agreed to in writing by CoBank, while
this Guaranty is in effect, whether or not any Guaranteed Obligations are outstanding hereunder, the
Guarantor agrees to, and agrees to cause each of its subsidiaries to

{A) Corporate Existence, Licenses. Fic. Preserve and keep in full force and effect
its existence and good standing in the jurisdiction of its incorporation or formation, qualify and remain
qualified to transact business in all jurisdictions where such qualification is required, and obtain and
maintain all licenses, certificates, permits, authorizations, approvals, and the like which are marerial to
the conduct of its business or required by Law.

{B) Compliance with Laws. Comply in all material respects with ail applicable
Laws, including, without limitation. all Laws relating te environmental protection. Ln addition, the

Guarantor agrees to cause all persons occepying or present an any of its properties to comply in all
material respects with all Laws relating to suc’ properties

{C} Insurance. Matniain insurance with insurance comipanies or associations
acceplable to CoBank in such amounts and covering such rks as are usually carried bs companies
engaged in the same or similar business and stimuarly situated

{D} Property Maintenance. Maintain all of its property that fs necessary to or
uscful 9 the preper conduct of its business in geod working condition. ordinary wear and tear excepted.

(E)} Books aad Records, Keep adequate records and books of account in which
complete entries will be made in accordance with GAAP consistently applied.

(Fj Inspection, Permit CaBank or ils agents, upon reasonable notice and during
norma! business hours or at such other times as the parties may agrec, to examine its properties, books,
and records, and to discuss its affairs, finances, and accounts, with its respective officers. directors,
emp.oyees. dnd independent certified pubic accountants

{G) Reports and Notices, Fumish to CoBank:

a Annual Financtal Statemeats. Ay soon as available, but in no event
more than 120 dass after the end of each fiscal vear of the Guarantor occurring during the term hereof, a
capy af:

ta} a consolidated balance sheet of the Company and its
Subsidiaries as at the end of such vear, and

ib) consolidated statements of income, changes in shareholders’
equity, and cash flaws of the Guarantor and tts Subsidiartes, for such year,

Setting forth, in each case, in comparative form, the (igures for the previous fiscal year. al! in reasonable
detai., prepared in accordance with GAAP, and accompanied by an ungualified opinion thereon of
independent certified public accountants of recognized national standing, which opinion shall state that
such financial statements present fairly, in all materia: respects. the financial position of the companies
being reported upon and their results of operations and cash flows and have been prepared in conformity
with GAAP, and that the examination of such accountants in connection with such financial statements
has been made in accordance with generally accepted auditing standards, and that such audit provides a
reasonable basis for such opinion in the circumstances, provided that the delivery within the time period
specified above of the Company's Annual Report on Form 10-K for such fiscal year Gogether with the
Campanys"s annual report to sharchalders, if any, prepared pursuant to Ride |4a-3 under the Exchange
Ac prepared tn aceordanve with the reauicements therefor and filed with the Securities and Exchange
Commission, together wath the aceountant’s ceruficate described above, shall be deemed to satisfy the
reqiirements of this Subsection;

(2) Quarterly Statements. As scon as available, Sut in no event more than
60 dass after the end of each fiscal quarter of the Guarantor (other than the last quarterly fiscal period of
each such fiscal year}, a copy of the Company's Quarteriy Report on Form 10-Q prepared in compliance
with the requirements therefor and filed with the Securities and Exchange Commission:

alt

(3) Notice of Default. Promptly after becoming aware thereof, notice of the
breach of any covenant contained in this Guaranty or any instrument or document executed in connection
herewith,

(4) Notice of Non-Environmental Litigation, Promptly after the
commencement thereof, notice of the commencement of all actions, suits, or proceedings before any
court, arbitrator, or governmental department, commission, ooard, bureau, agency, or instrumentality
affecting the Guarantor which, if determined adversely to the Guarantor, could have a material adverse
effect on the financial condition, properties, profits, ar operations of the Guarantor

(5) Notice of Environmental Litigation, Ete. Promptly after receipt
thereof, notice of the receipt of all pleadings, orders, complaints, indictments, or any other
communication alleging a condition that may require the Guarantor to undertake or to contribute to a
cleanup or other response under environmental Laws, or which seek penalties, damages, injunctive relief,
ar criminal sanctions related to alleged violations of such Laws, or which claimn personal injury or
property damage to any person as a result of environmentai factors or canditions.

(6) Other Information. Such other information regarding the condition or
operations, financial or otherwise, of the Guarantor as CoBank may from iime to time reasonably request.
including but not limited to copies of all pleadings, notices, and communications referred to in
Subsections 7(GMiv} and (v} above.

(H) Condemnation. (1) Notify CoBank promptly after the litigation (or any portion
thereof) referanced in the Application has heen resolved or settled (including, without limitation, by
entering into any agreement to sell assets or stock in Heu thereof); and (2) uncil CoBank notifies the
Guarantor that it does not consider the outcome (or any portion of the outcome} thereof to give risc to an
Event of Default under Section 8.13 of the MLA, it will retain from the proceeds thereof an ammount in
cash suffictent to pay all Guaranteed Obligations in full, plus, in the event any unused cotnmitments are
available to the Company, the amount thereof.

SECTION & Negative Covenants. Unless otherwise agreed to in writing by CoBank, while this
Guaranty is in effect, whether or not any Guaranteed Obligations are outstanding, the Guarantor will not
and will not permit its subsidiaries to:

(A) Mergers, Acquisitions, Etc. “Merge or consolidate with any other entity or
permit any subsidiary to merge or consolidate with any other entity, unless the Guarantor or such
subsidiary is the surviving entity, or acquire all or a material part of the asscts of any person or entity, or
form or create any new subsidiary or affiliate, or commence operations under any other name,
organiaation, or entity, including any joint venture.

(B} Transfer of Assets. Seil, transfer, lease, or otherwise dispose of any of ily
assets, except in the ordinary course of business.

{c) Change in Business. Engage in any business activities or operations
substantially different from or unrelated to the Ciuarantor’s present business activities or operations

SECTION 9. Expenses. In the event CoBank employs counsel to protect or enforce its rights
hereunder against the Guarantor, all reasonable attorneys’ fees arising from such services and all expenses,
costs, and charges in any way or respect arising in connection therewith or relating thereto shall be paid by
such Guarantor.

SECTION 10. Notices. Ali notices provided for herein shall be in writing (including facsimile}
and shali 6c mailed or delivered to the following addresses or facsimile numbers or to such other address
or facsimile number as cither party may specify by notice to the other:

If ta CoBank, as fallows if te the Guarantor, as follows.
CoBank, ACB Peanichuck Corporation

5500 South Quebec Sireet 25 Manchester Street

Greenwood Village, Colorado 8011: Merrimack, New Hampshire 03054
Facsimile: (303) 740-4002 Facsimile: (603) 913-2385
Attention: Energy & Water Group Attention President

SECTION ii. Amendments, Ete, THIS WRITING 15 INTL NDED BY ‘THE PARTIES AS 4
FINAL EXPRESSION OF THEIR AGREEMENT AND IS ALSO INTENDED AS 4 COMPLETE AND
EXCLUSIVE STATEMENT OF THE TERMS OF THAT AGREEMDNT, NO AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS GLARANTY NOR CONSENT FO ANY DEPARTURE BY
THE GUARANTOR UEREFROM SHALL BE EFFECTIVE UNLESS THI. SAME SHALL BE IN
WRIUENG AND SKGNED BY COBANK, AND THEN SUCH WAIVER GR CONSENT SHALL BE
LERLCTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WEICH
GIVEN.

SECTION 12, No Waiver; Remedies. No failure on the part of CoBank to exercise, and no
delay in exercising. any right hereunder shal operate as waiver thereof; nor shall any single or partial
exercise ef ans right hereunder preclude any other or further exercise therea! or the exercise of any other
right.

SECTION 13. AppHeable Law, Furisdiction. Except to the extent gaverned by applicable
federal (aw, the laws of the State of Colorado, without reference to choice of law doctrine, shall govern
this Guaranty, all disputes and matters between the parties to this Guaranty, and the rights obligations of
the parties to this Guaranty. The parties agree to submit to the non-exclusive furisdiction of any federal or
state court sitting in Colorado tor any action or proceeding arising out of or retating to this Guaranty The
Company hercby waives any objection that it may have to any such action or proceeding on the basis of
forum mon-conveniens,

SECTION 14, Patriot Act Notice. CoBank hereby notifies the Guarantor that pursuant to the
requirements of the USA Patriot Act, Title LH of Pub. L. 107-36 (signed into law October 26, 2001} (the
“Patriot Act”). it and its affiliates are required t+ obtain, verify and record information that identifies the
Guarantor, which infonnation includes the name, address, tax identification number and other
information regarding the Guarantor that will allow CoBank to identify the Guarantor in accordance with
the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is
effective far CoBank and its affiliates.

SECTION 15. Successors and Assigas, PFhis Guaranty shall be binding upon and inure ic the
benefit of the Guarantor and CoBank and their respective successors and assigns, except that the
Compaay inay not assign or transfer its rights or obligations under this Guaranty without the prior written
consent of CoBank. CoBank may sell or assign its rights and obligations hereunder and under the other
Loan Documents or may sell participations in its rignts and obligations hereunder

SECTION 1é. Notice of Acceptance. The Guarantor hereby waives notice of acceptance hereof,

IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be executed as of the date
shown above by its duly authorized officers.

PENNICHUCK $0R PORATION
c

By. : C.

on

co

“)

Title: c

Office of the City Clerk

City of Nashua

229 Main Street Susan Lovering

Nashua, NH 03061-2019 City Clerk

(603) 589-3010, Option #5 Allison D. Waite

CityClerkDept@NashuanH.Gov Deputy City Clerk
MEMORANDUM

TO: Nashua Board of Aldermen

Nashua City Planning Board
FROM: Susan K. Lovering, City Clerk
DATE: May 11, 2021

RE: Etchstone Properties, Inc. — Petition for Street Discontinuance — (Old) Groton Road

Attached please find the above-referenced Petition for Street Discontinuance filed in our offices today by
Attorney Brad Westgate on behalf of Etchstone Properties, Inc.

Thank you.

Cc: Celia Leonard, Deputy Corporation Counsel

David K. Pinsonneault Brian C. Kelly* bid 2°
J. Bradford Westgate* Brenner G. Webb jr
Kent M. Barker Barbara W. Halevi* -

John M, Edwards* . ——
VW Peter W. Bennett (retired) WL e-4

All Admitted in NH ner and Bennett, LLP Peter G. Webb (retired) 7 »

*Admitted in NH and MA §. Robert Winer (1920-2019)

Attorneys at Law John V, Dwyer, Jr, (1946-2013) &

way. winerbennett.com

May 11, 2021

VIA HAND DELIVERY

Susan Lovering

City Clerk

City of Nashua

229 Main Street

Nashua, New Hampshire 03060

Re: Etchstone Properties, Inc.
Petition for Street Discontinuance
(Old) Groton Road

Dear Sue:
Following up our email exchange yesterday and this morning, I enclose the following:

1. Original and three (3) copies of the Petition for Street Discontinuance by Etchstone
Properties, Inc. (Petitioner) dated May 10, 2021, inclusive of the Attachment to Petition for Street
Discontinuance and a paper copy (84 x 11) of the Discontinuance Plan by Hayner/Swanson, Inc.

2. Three (3) mylars of the plan entitled “Discontinuance Plan Portions of the Historic
Locations of Groton Road Nashua, New Hampshire” prepared for Etchstone Properties, Inc. by
Hayner/Swanson, Inc. dated 19 January 2021, together with a paper copy of that plan (11 x 17).

Iam forwarding a copy of this letter (without enclosures) to Alderman Jette so he is notified
that the original Petition and plans have been filed with your office. It is respectfully requested
that the Petition be brought before the Board of Aldermen for consideration.

Iam also copying Celia K. Leonard, Esquire on this letter so she is aware of the filing of
the original Petition and is able to be in touch with me with respect to any questions she may have
regarding the preparation of the proposed resolution for consideration by the Board of Aldermen.

[11 Concord Street
Nashua, New Hampshire 03064
Tel (603) 882-5157 + Fax (877) 395-7335

May 11, 2021
Page 2

Thank you for your assistance.

Very truly yours,

a
a

J. Bradford Westgate

jbwesteate(@winerbennet!.com

JBW:cns

Enclosures

ce: Alderman Ernest A. Jette (via email only) (w/o encs.)
Celia K. Leonard, Esquire (via email only) (w/o encs.)
Jaron Slattery (via email only) (w/o encs.)
David Petropulos (via email only) (w/o encs.}