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Nashua Performing Arts Center - NMTC Term Sheet Confidential

October 14, 2020

opinions or other tax analyses) relating to such tax treatment and tax structure.

Termination:

1. Investor may terminate the agreement created by this letter by written
notice to Borrower if:

a. Project Sponsor or Borrower fails to comply with any material
term or condition of this letter,

b. Project Sponsor, Borrower or any of the owners thereof:

i. Applies for or consents to the appointment of a receiver,
trustee, or liquidator for it or for any of its property;

ii. Admits in writing an inability to pay its debts as they
mature:

iii. Makes a general assignment for the benefit of creditors;
iv. Is adjudicated as bankrupt or insolvent; or

v. Asa debtor, files or has filed against it petitions in
bankruptcy, or petitions secking reorganization or an
arrangement with creditors or to take advantage of any
bankruptcy, reorganization, insolvency, readjustment of
debt, dissolution or liquidation law or statute;

c. Any representation, warranty, statement, certificate, or other
information made or furnished to Investor is false or misleading
in any material respect as of the date made or furnished;

d. There has been a material adverse change in the facts set forth in
the underwriting materials or in the financial condition of Project
Sponsor, Borrower or any of their respective owners;

¢. The improvements involved in the Project is destroyed, in whole
or in material part, by fire or other casualty, or is condemned or
notice of condemnation proceedings are sent to the owner of
owners thereof, or is transferred without the prior written consent
of Sub-CDE:; or

™

An action involving Borrower which questions or challenges the
validity of the formation of Borrower or the ability of Borrower
or Project Sponsor to enter into the transactions contemplated
hereby is brought or threatened by any party not related to
investor.

2. Upon the termination of the agreement created by this letter by
Investor, Borrower and/or Project Sponsor shail, no later than fifteen (15)
calendar days after such termination, pay to Investor an amount equal to
Investor's legal costs and other fees and expenses in connection with the

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transaction that exceed the aggregate amount of the Initial Deposit and any
1]

Nashua Performing Arts Center — NMTC Term Sheet Confidential

October 14, 2020

i Deposit actually paid by Borrower and/or Project Sponsor to
Investor.

3. The parties to this letter agree and acknowledge that the
foregoing provisions of this letter shall be the sole and exclusive remedy
available to the parties to this letter upon a termination of this letter and that no
other damages or remedies (whether at law or equity) shall be available to
them.

| QALICB and
Gasrantor

In addition to any reporting requiroments of Allocatce and Sub-CDE, Borrower
and guarantors) will be required to satisfy these reporting requirements
throughout the investment term and such requirements will be incosporated in the
QLICI Loan Documentation. These reposting requirements will include, at a
minimum:

1. Annus! GAAP basis financial statements of Borrower and financial
statements of Project Sponsor under the governmental accounting standards
applicable, including supplemental schedules, within such time periods as
required by Investor and MCD

2 IRS Tax Return of Borrower within such time periods as required by Investor

and MCD.

bee Catent” 4

3. Annual delivery of & copy of the Project Sponsor’s"S&P, Fie and/or
Moody’s bond rating report.

4. Quarterly financial statements including a balance sheet, income statement,
cash flows, and equity statement (if application) of Borrower within such
time periods as required by Investor and MCD.

6. Other information reasouably requested by Investor and/or SubCDE to
evaluate the financial condition and cash flow of Bomower and Project

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Nashua Performing Arts Center - NMTC Term Sheet Confidential

October 14, 2020

On an on-going basis, Borrower, Project Sponsor (to the extent permitted by
law) and each guarantor shall provide at Investor’s and/or Sub-CDE’s request:
(1) copies of all board and finance committee reports, stat reports, or any reports
as requested that could impact Borrower and/or any guarantor, and (2) any other
information reasonably necessary.

Representations &
Warranties:

Borrower and Project Sponsor will each make usual representations and
warranties as of the closing and in connection with each advance including, but
not limited to, corporate existence, compfiance with laws, enforceability, tue title
to properties, environmental protection, governmental approval, no pending or
threatened material litigation, ERISA compliance, insurance, absence of default,
absence of material adverse change, and full disclosure.

Borrower, Project Sponsor and each guarantor will also make representations and
warranties as of the closing customary to NMTC transactions of similar size and

type.

QALICB
Indemnifications:

Borrower, Project Sponsor and Fund Lender shall provide an indemnity for the
benefit of Investor for the recapture or disallowance of NMTCs, including,
without limitation, the recapture of disallowance of NMTCs arising from any of
the following:

(i) Borrower failing or ceasing to be a QALICB;
(ii) any portion of the QLICI Loans not constituting a QLICI;

(iii) fraud, material misrepresentation, abuse, gross negligence or willful
misconduct of Borrower, any other indernitor or affiliate thereof:

(iv) prepayment of the QLICI Loans (whether voluntary or as a result of
foreclosure or similar proceeding, and including any recapture resulting from a
subsequent redemption by Sub-CDE of any portion of the QE, or resulting from
the Sub-CDE’s failure to maintain substantially all of the QEI invested in QLICIs
following such prepayment);

(v) the use of QLICI proceeds constituted an inappropriate or abusive use of such
proceeds or that such use is inconsistent with the purposes of Section 45D of the
Code and the related Treasury Regulations, as provided in Treasury Regulation
Section 1.45D+i(g);

(vi) the failure of any tenant or subtenant of the Project to be classified as a tenant
qualified business; or

(vii) an event of default or other action or inaction of Borrower, any other
indemnitor or affiliate thereof.

Insurance:

Borrower will be required to maintain builder's risk, property and general
liability insurance. Investor and Allocatee will review and provide certain
minimum insurance requirements that will be attached to the QLICI Joan
documents and/or other transaction documents,

Basic Conditions to
the QLICI Loan
Documentation:

Each QLICI described herein is predicated upon the QLICE Loans from Sub-CDE
to Borrower qualifying as and remaining a Qualified Low-Income Community
Investment as defined under the NMTC program. Borrower will be required to
make standard NMTC representations, covenants and certifications, which will be
uired to be made Borrower to Sub-CDE at closing and periodica

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Nashua Performing Arts Center - NMTC Term Sheet Confidential
October 14, 2020

| throughout the investment term. These representations, covenants and

certifications will be incorporated in the transaction documents, and with prior
written notice to Borrower from Investment Fund or Sub-CDE, may be changed
or amended in the event of newly revised regulations or to the extent reasonably
requited by Investment Fund’s or Sub-CDE’s legal counsel.

Additional Closing | Investor shall perform such due diligence and legal review of the transactions

Conditions: contemplated herein, including but not limited to the following:

1. All organizational documents for all entities involved in these transactions;

2. Standard construction / loan diligence, including without {imitation
construction contracts, title, survey, final plans and specifications, casualty,
builders’ risk and liability insurance, environmental reports, flood insurance
(if applicable), and lease and management agreements (if applicable);

3. Financial statements on all entities involved in these transactions;

4. Final financial projections, “source and use” statements, etc. prepared by the
Accountant;

5. All terms and conditions of all agreements, documents and similar items
affecting the financing of the Project;

6. Final executed transaction documents;

7. Evidence of the funding and/or availability of all sources of funds necessary
to complete the Project;

8. Executed state law and federal tax opinions as determined by Investor; and

9. All matters deemed reasonably necessary by Investor or Sub-CDE.

FIN 46 Disclaimer: | Any investor, Community Development Entity (a “CDE™”), or lender (including
any leveraged lender) involved in this transaction will undertake its own
independent investigation and financial and accounting evaluation of the
transaction and its investment or loan therein, including without limitation the
consolidation requirement under FIN 46. No investor, CDE, or lender has sought
or relied upon any representations, warranties or statements of any kind made by
or on behalf of any other party in this regard.

This is not a commitment or offer to lend or invest, but is instead only a brief description of the
proposed terms of the proposed transaction and is intended for discussion purposes only. This letter
does not purport to summarize sil terms, conditions, representations, warranties and other
provisions that may be contained in lean and equity documentation. Except as set forth in the
“Transaction Costs”, “Deposit”, “Timing”, “Termination” and “Confidentiality” sections above,
neither the proposed terms herein nor any Oral understandings relating to an investment or loan
are binding and shall not create any obligation om the part of Investor, Project Sponsor, Borrower
or any other parties until and unless such terms or understandings have been reduced to a written
agreement execated and delivered by, as applicable, Investor, Investment Fund, Borrower, Project
Sponsor, Fund Lender and the applicable guarantor(s). The terms of this proposal are for
Borrower's, Project Sponsor's and Investor's confideutial use aud may not be disctosed by it to any
other person other than its respective employees, attorneys and financial advisors, and then only in

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Nashua Performing Arts Center -- NMTC Term Sheet Confidential
October 14, 2020

WAIVER OF JURY TRIAL. EACH OF INVESTOR, PROJECT SPONSOR AND BORROWER
IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN
ANY ACTION, PROCEEDING OR CLAIM OF ANY NATURE RELATING TO THIS TERM
SHEET, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS TERM SHEET, OR
ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS, EACH OF
BORROWER, PROJECT SPONSOR AND INVESTOR ACKNOWLEDGES THAT THE
FOREGOING WAIVER 1S KNOWING AND VOLUNTARY.

Thank you for giving Mascoma Bank the opportunity to present these preliminary terms of the tax credit
financing of your project. While these terms are subject to credit approval, we will seek such approval
quickly in order to meet your project timeline.

If the terms of this Term Sheet are acceptable to you, we ask that you return to us an executed copy of this
Term Sheet by 5:00 p.m. Eastern Time on October 26, 2020 (the “Term Sheet Expiration Date”).
Failure to deliver an executed copy of this Term Sheet to Investor by the Term Sheet Expiration Date
shall result in the expiration of this Term Sheet and any offer of commitment set forth therein shall
become null and void. As stated above, by execution of this Term Sheet, Project Sponsor hereby agrees
that it has a binding and enforceable obligation to pay (i) the Deposit and (ii) Transaction Costs in
accordance with the terms and provisions of this Term Sheet.

Bh the
Term Sheet Offered this “° day of October, 2020 by:

INVESTOR:
MASCOMA BANK,

a benefit corporation organized and existing
under the laws of the State of New Hampshire

i Zole oe
Title: Spa oe

Please indicate your acceptance of the terms above by signing and returning an original copy of this Term
Sheet to us prior to the expiration date of the offer,

Accepted this day of October, 2020

PROJECT SPONSOR:

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Nashue Performing Asts Center - NMTC Term Sheet Confidential
October 14, 2020

Exhibit 4
Draft Structure Diagram

{Attached hereto]

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PREUNNARY DRA - POR DISCUBRION PURPOSES Or6, Y

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2 ay

O-20-036

ORDINANCE

ESTABLISHING PERFORMING ARTS CENTER BOARD OF TRUSTEES

CITY OF NASHUA

in the Year Two Thousand and Twenty

The City of Nashua ordains that Part I “Administrative Legislation”, Chapter 5
“Administration of Government”, Article XIII “Generally”, of the Nashua Revised Ordinances,
as amended, be hereby further amended by adding the following section as follows:

Ҥ 3-59.1. Performing Arts Center Board of Trustees.

A. A Board of Trustees for the Performing Arts Center is hereby established. The Board
shall have full control of the City’s use of the Performing Arts Center at 201 Main Street,
Nashua, subject to any operating or other agreement entered into by the City prior to the
formation of the Board of Trustees, which is to be used as, but not limited to, a performing arts
venue, a community building, and a space for any other appropriate use approved by the Board
of Trustees.

B. The Performing Arts Center Board of Trustees shall consist of nine members, the
majority of whom are either residents of Nashua or employed in Nashua. The Mayor of Nashua
or the Mayor's designated representative shall be a member of the Board of Trustees, and the
Mayor of Nashua shall appoint the remaining members of the Board of Trustees, subject to
confirmation by the Board of Aldermen. The initial Board of Trustees, except the Mayor or the
Mayor's designated representative, shall hold office according to the following timetable: one to
hold office for one year; one to hold office for two years; two to hold office for three years; two
to hold office for four years; and two to hold office for five years, After the initial Board of
Trustees terms have expired the term of office for each Trustee shall be five years. Vacancies
will be filled by the Mayor and confirmed by the Board of Aldermen. The Board of Trustees
shall meet at least annually on the first Monday in February. Five members shall constitute a
quorum for the exercise of power and performance of duties. The Trustees shall receive no
compensation for their services.

C. The Performing Arts Center Board of Trustees shall manage the property and all business
affairs of the Performing Arts Center including but not limited to overseeing expenditures. The
Board of Trustees may employ such personnel as it deems necessary to operate and maintain the
Performing Arts Center. The Board of Trustees may also apply and accept for the benefit of the

Performing Arts Center grants, gifts, devises and bequests, as may be made to it or to the City for
the purpose of increasing or improving the Performing Arts Center. The Board of Trustees is also

O-20-036

authorized to take and hold any grant, gift, bequest or devise of property upon trust, real
properties excluded, to apply the principal or the income thereof in any manner it sees fit in
accordance with its best judgment and which will promote the purpose for which the Performing
Arts Center is established.

D. The Performing Arts Center Board of Trustees shall make and execute all such rules and
regulations for its government, the preservation of property under its charge and the use and
management thereof, as it may from time to time deem necessary or expedient.

E. The Performing Arts Center Board of Trustees shall present an annual report to the
Mayor and Board of Aldermen including but not limited to a listing of all receipts and
expenditures, a statement of any unexpended balance of money it may have, and of grants, gifts,
bequests or devises it may have received and is holding on behalf of the City. Any disposal of
real estate shall be governed by the Mayor and Board of Aldermen.”

All ordinances or parts of ordinances inconsistent herewith are hereby repealed.

This ordinance shall become effective on December 15, 2020.

ORDINANCE:
PURPOSE:

ENDORSERS:

COMMITTEE

ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2020
O-20-036
Establishing Performing Arts Center Board of Trustees

Mayor Jim Donchess

Special Board of Aldermen meeting on November 24, 2020

None

ANALYSIS

This legislation establishes a Board of Trustees for the Performing Arts Center at 201 Main

Street, Nashua.

Approved as to form:

Office of Corporation Counsel

Date: Novewloer YQ ‘ QO aA