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Guarantor agrees to cause all persons occupying or present on any of its properties to comply in all
material respects with all Laws relating to such propertics.

(C) Insurance. Maintain insurance with insurance companies or associations
acceptable to CoBank in such amounts and covering such risks as are usually carried by companies
engaged in the same or similar business and similarly situated.

(D) Property Maintenance. Maintain all of its property that is necessary to or
useful in the proper conduct of its business in good working condition, ordinary wear and tear excepted.

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

(F) Inspection. Permit CoBank or its agents, upon reasonable notice and during
normal business hours or at such other times as the parties may agree, to examine its properties, books,
and records, and to discuss its affairs, finances, and accounts, with its respective officers, directors,
employees, and independent certified public accountants.

(G) Reports and Notices. Furnish to CoBank:

(1) Annual Financial Statements. As soon as available, but in no event
more than 120 days after the end of each fiscal year of the Guarantor occurring during the term hereof, a
copy of:

(a) a consolidated balance sheet of the Company and _ its
Subsidiaries as at the end of such year, and

(b) consolidated statements of income, changes in shareholders’
equity, and cash flows of the Guarantor and its Subsidiaries, for such year,

setting forth, in each case, in comparative form, the figures for the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP, and accompanied by an unqualified opinion thereon of
independent certified public accountants of recognized national standing, which opinion shall state that
such financial statements present fairly, in all material 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 (together with the
Company’s annual report to shareholders, if any, prepared pursuant to Rule |4a-3 under the Exchange
Act) prepared in accordance with the requirements therefor and filed with the Securities and Exchange
Commission, together with the accountant’s certificate described above, shall be deemed to satisfy the
requirements of this Subsection;

(2) Quarterly Statements. As soon as available, but in no event more than
60 days 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 Quarterly Report on Form 10-Q prepared in compliance
with the requirements therefor and filed with the Securities and Exchange Commission;

(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, board, 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, or operations of the Guarantor.

(5) Notice of Environmental Litigation, Etc. 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,
or criminal sanctions related to alleged violations of such Laws, or which claim personal injury or
property damage to any person as a result of environmental factors or conditions.

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

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

SECTION 8. 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 assets of any person or entity, or
form or create any new subsidiary or affiliate, or commence operations under any other name,
organization, or entity, including any joint venture.

(B) Transfer of Assets. Sell, transfer, lease, or otherwise dispose of any of its
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 Guarantor'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 shall be 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 to CoBank, as follows: If to the Guarantor, as follows:
CoBank, ACB Pennichuck Corporation

5500 South Quebec Street 25 Manchester Street

Greenwood Village, Colorado 80111 Merrimack, New Hampshire 03054
Facsimile: (303) 740-4002 Facsimile: (603) 913-2305
Attention: Energy & Water Group Attention: President

SECTION 11. Amendments, Etc. TIIIS WRITING IS INTENDED BY THE PARTIES AS A
FINAL EXPRESSION OF THEIR AGREEMENT AND IS ALSO INTENDED AS A COMPLETE AND
EXCLUSIVE STATEMENT OF THE TERMS OF THAT AGREEMENT. NO AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS GUARANTY NOR CONSENT TO ANY DEPARTURE BY
THE GUARANTOR HEREFROM SHALL BE EFFECTIVE UNLESS THE SAME SHALL BE IN
WRITING AND SIGNED BY COBANK, AND THEN SUCH WAIVER OR CONSENT SHALL BE
EFFECTIVE ONLY IN THE SPECIFIC INSTANCE AND FOR THE SPECIFIC PURPOSE FOR WHICH
GIVEN.

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

SECTION 13. Applicable Law, Jurisdiction. Except to the extent governed by applicable
federal law, 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 jurisdiction of any federal or
state court sitting in Colorado for any action or proceeding arising out of or relating to this Guaranty. The
Company hereby waives any objection that it may have to any such action or proceeding on the basis of
forum non-conveniens.

SECTION 14. Patriot Act Notice. CoBank hereby notiftes the Guarantor that pursuant to the
requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the
“Patriot Act”), it and its affiliates are required to obtain, verify and record information that identifies the
Guarantor, which information 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 for CoBank and its affiliates.

SECTION 15. Successors and Assigns. This Guaranty shall be binding upon and inure to the
benefit of the Guarantor and CoBank and their respective successors and assigns, except that the
Company may 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 rights and obligations hereunder

SECTION 16. 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-GORPORATION ___

op ee

Title: Cc co

hua Police Department
Panther Drive: P.O. Box 785
Nashua, NH 03061-0785

Phone (603) 594-3500

Main Fax: (603) 594-3516 Andrew J. Lavoi
Administration Fax: (603) 594-2615 Chi Ww aVvole
Detective Bureau Fax: (603) 894-3616 hief of Police
Legal Bureau Fax: (602) §94-3577%

Dear Members of the Board of Alderman,

| am requesting your consideration and approval for changing the name of “Panther
Drive” to “Officer James Roche Drive’.

The reasoning behind this request is to make a historical connection between the name
of the street and the only tenant on the street (the Nashua Police Department), and to
publicly honor the first NPD officer killed in the line of duty.

Additionally, re-naming the street would make available the street name “Panther
Drive”. This would allow Nashua High Scool South to use the name; much like Nashua
High School North has “Titan Way”, should the-school so choose.

| thank you in advance for your consideration in this matter.

Sincerely,

Chief of Police

goa“ g
(/ 2 |
yA YURCAK Jr. Justice Of ane Peace

_ ' e, a _ | vo = ie
A NATIONALLY ACCREDITED LAW ENFORC CEMENT AGENCY New Hanepsh
m acenc lon Expires February a6, 2020

. 229 Main Street
City of Nashua P.O. Box 2019
Nashua, NH 03061-2019

Office of the City Clerk (603) 580-3010
Patricia Piecuch Fax (603) 589-3029

City Clerk E-Mail: cityclerkdept@NashuaNH.gov

March 6, 2019

Board of Aldermen
City Hali

229 Main Street
Nashua, NH 03060

To the Members of the Board of Aldermen:

In accordance with Charter Section 23 please find attached the Record of Returns of the
Special Municipal Election held on March 5, 2019.

The charter requires the City Clerk to “submit his record of the returns of each municipal
election to the board of aldermen...and the board of aldermen shall canvass the returns
and declare the result. Such declaration shall be duly recorded...”

Please be advised that the returns for the Special Municipal Election, held on March 5,
2019, for the purpose of filling a vacancy on the Board of Aldermen were as follows:

Fred S. Teeboom: 1,428
Benjamin M. Clemons: 3,017

4,445 voters turned out and cast ballots. Voter registration started out with 57,828 voters
and 40 new voters registered that day. At the close of polls, the voter registration total
was 57,868, so voter turnout for this election was 7.681%.

This election presented new challenges due to the snow storm on Monday, whereas the crew
from Public Works, who normally set-up our polls were out plowing. I would like acknowledge
Dan Bello, Paul Pellerin and Juan Rivera, from the City Hall Buildings and Grounds
Department, Heather Cathey, from the City Clerk’s Office, Frank Bolmarcich, Ken Massey and
Joseph Peitz, Ward 8 Election Officials, Larry Jeanson and Terry Gilcreast from the Street
Department. These individuals, along with myself, set-up all nine polling locations. Mr.
Jeanson was very instrumental in training all workers on proper set-up and leading one of the
two teams. These individuals have my heartfelt thanks for coming together on such short notice
to get the job done.

Since school was in session, parking was difficult in some wards, so I would like to thank the
principals and teachers who worked with our office and the Superintendent’s Office to help
accommodate the reserved parking for voters. I would also like to acknowledge the School Plant
Operations team who coordinate with all nine schools, so the custodians are prepared for our
election. The custodians make sure the schools are ready for when our crews show up to set-up
the polling booths, but are also there when our elections officials go in the night before and early
on election morning. They go out of their way to assist our election officials. Also, thanks to the
Public Works crew who will tear down the polls, the Parks and Recreation crew who assisted in
making sure the school parking lots were plowed, to the Nashua Transit Authority who again
offered free rides to the polls and to the Mayor and Board of Aldermen for their support of the
City Clerk’s Office.

Sincerely,

TAA Wii td C7
Patricia D. Piecuch ©
City Clerk

Unofficial Record of Returns -- Special Municipal Election -- Nashua, NH -- March 5, 2019
Charter sec. 23: The Board of Aldermen "on the Tues. next following such election...shall canvass the returns
and declare the result"

Ward Fred S. Teeboom {| Benjamin M. Clemons *
1 277 450
2 106 313
3 217 470
4 64 170
5 179 366
6 130 228
7 153 268
8 120 355
9 182 397
Total 1428 3017
Beginning Voter Election Day Voter Closing Election Day | Ballots |/Turnout
Ward Registration Registrations Voter Registration Cast |Percentage
i 6880 9 6889 727 10.553%
2 6709 3 6712 419 6.243%
3 6130 6 6136 687 11.196%
4 4883 5 4888 234 4.787%
5 7159 5 7164 545 7.607%
6 5829 2 5831 358 6.140%
7 5699 3 5702 421 7.383%
8 7410 2 7412 475 6.409%
9 7129 5 7134 579 8.116%
Total 57828 40 57868 4445 7.681%

[*] denotes winner(s)

Board of Aldermen
City of Nashua
229 Main Street Lori Wilshire

Nashua, NH 03061-2019 President, Board of Aldermen
(603) 589-3030

TO: Board of Aldermen

FROM: Lori Wilshire, President, Board of Aldermen

DATE: March 8, 2019

SUBJ: Revised Committee Assignments

Please join me in welcoming Ben Clemons to the Board of Aldermen. | am excited to see him fulfill
Brian’s term and would ask the Board’s concurrence with the revised Committee Assignments for the
remainder of the term.

| would also like to thank Tom and Mike who served on the Budget Review Committee and the
Pennichuck Special Water Committee while this at-large seat was vacant.

Thank you.

isl

Attachment

ALDERMANIC COMMITTEES — 2018/2019

Budget Review Committee Dowd (C), Wilshire (VC), Clemons, O’Brien, Tencza, Kelly, Schmidt
Finance Committee O’Brien(VC), Kelly, Laws, Klee, Caron, Gathright

Human Affairs Wilshire (C), Caron (VC), Klee, Melizzi-Golja, Gathright
Infrastructure O’Brien (C), Lopez (VC), Schmidt, Jette, Gidge

Joint Special School Bldg Wilshire, Dowd. Klee, Jette, Melizzi-Golja

Pennichuck Special Water Wilshire (C), Tencza (VC), Clemons, Dowd, Klee
Personnel/Administrative _ Affairs Caron (C), Kelly (VC), Clemons, Lopez, Gidge

Planning & Economic Development Melizzi-Golja (C), Jette (VC), Tencza, Laws, Schmidt

Substandard Living Conditions Lopez (C), Jette (VC), Laws, Schmidt, Gathright

SPECIAL LIAISON COMMITTEE MEMBERSHIP

Board of Education. ............. 0.000.000.0222 Dowd, Schmidt (Alt)
Board of Fire Commissioners...................... Melizzi-Golja, Dowd (Alt)
Board of Health... 20... eee Gathright, Lopez (Alt)
Board of Police Commissioners................... Jette, Wilshire (AIt)
Board of Public Works... ......0.0.0.000 0.00 00000005. Jette, Lopez (Alt)
BPW Pension. .........0 0000000 ce eee O’Brien, Jette (Alt)
Business & Industrial Development Authority......... Schmidt
Cable TV Advisory Board. ...............000 00 eee Gidge, Jette (Alt)
Capital Improvements Committee (CIC)... ........... Melizzi-Golja, Klee (Alt)
Citizen Advisory Committee for Community Grants... Caron, Gathright (Alt)
Conservation Commission.................2 000 Kelly, Laws (Alt)
Continuum of Care... eee Lopez, Gathright (AIt)
Conway Ice Rink Commission. .................04. Caron, Kelly (Alt)
Cultural Connections Committee................... Lopez, Gidge (Alt)
Downtown Improvements Advisory Committee....... Laws, Kelly (Alt)
Environment and Energy... ............ 000 eee eee Kelly, Schmidt (Alt)
Historic District Commission...................... Klee, Laws (Alt)
Housing Authority. 2.0.0... eee Wilshire, Tencza (Alt)
Hunt Building Board of Trustees................... Klee, Melizzi-Golja (Alt)
Merrimack Vallev Water District................... Klee, Dowd (Alt)
Nashua Airport Authority...................00.005. Schmidt, Dowd (AIt)
Nashua Arts Commission ...................000. Gidge, Wilshire (Alt)
Nashua Rail Transit Authority.................... O’Brien, Dowd
Nashua Assoc. for the Elderly Bd. of Directors... ... Caron, Schmidt
Performing Arts Center Steering Committee. ....... Melizzi-Golja, Wilshire, Klee
Planning Board... 0.2... 0.0.0... ee Tencza, Melizzi-Golja (Alt)
Transit Advisory Committee... 22... . ee eee Gathright, Jette (Alt)

EX OFFICIO
Strategic Planning Committee.................000. Melizzi-Golja (C), O’Brien, Dowd
Nashua Regional Planning Commission. ........... Melizzi-Golja, O’Brien, Jette (Alt), Lopez (Alt)
Library Board of Trustees... .............. 0.0008. President
Capital Equipment Reserve Fund................. President

Revised 3/8/2019