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Int DPW Dir: vendor 6 yrs or more; no
negative reviews that he knows of

strong support; outstanding job 6 yrs;
cost=fair; quality work, integvity; definitely
recommend

5 yrs, via MASS state contract. Very
reliable & responsive, no problems,
“absolutely would recomment*

5-yr vendor: "Glowing review" - URT is
reliable, competetively priced & e-Stewards
cer-ified; sales & cust service reps = highly

responsive & "a pleasure to work with”

HOLYOKE MA

(Barbara Jahn=retiredi David Beaudoin

413-322-5645

10 yrs, on-call pickup; no issues; no

DERRY NH

Randyll Borelli, Recycling Coord.
603-432-4650

3/26 Mike Fowler, DPW Director: great vendor
since 2016; very respons-ve and reliable;

NRRA / WELLESLEY MA
Bonnie Bethune (NRRA); James Manzolini
(Wellesley MA DPW)
603-736-4401; 781-489-7700
NRRA: frequent pickups = well done; would

absolutely recommend. WELLESLEY:
billing/paperwork=very good;

LEXINGTON MA
Robert Beaudoin, Superintendent
781-274-8334

Vendor > 10 yrs.; on call pickup ofloaded
traler ($435 /haul & $0.20/Ib), reliable;

reesorto net eee Baling = accuraye oe speckutely concern=sometimes onLy partial pickup on Fei me saan —
recommend (arrive w/half-Ailled truck), would recommen
LUDLOW MA PORTSMOUTH NH NEEDHAM MA MANCHESTER NH
Paul Dzubek Jim Dumont, Fac-lity Mgr. Matthew Demarais Bradley Moore, SW Supervisor
413-583-5625 603-766-1426 781-455-7568 624-6444, x__
: ao . Good experience w/ RMG; 6+ yrs. .
16 + yrs; very responsive; satisfied w/ service Responsive, very ee 7 yrs; would Responsive, good service; “Laptop day” 3/24 & 3/26 left messages

events

PROPOSAL Not complete, no information on process, em!
(complete, regulatory compliance, downstream vendors, Complete & iene Se Complete & very informative Complete & very informative
informative) etc. All persons listed as references = retired. 7
Rick Norton, 603-343-7012; Lisa
OTHER FACTORS Mike Doran Baileys, 607-321-9601
Ibaileys@URTsolutions.com
OTHER PRICES

Secure destruction hard drives, inc! serial #s $8 ea

Secure destruction hard drives, no serial #s $3 ea
LAMPS

HID, sodium - $.75 ea

Halogen, incandesent - $.20 ea

U-Bend, circle, CFL - $.28 ea

UV, coated fluorescents- $2 ea

broken bulbs- $ 1.75 / Ib

Commodity Surcharge = $0.01 / lb

LAMPS

Straight Lamp by The Pound - $0.49

HID/Mercury Halide/Low_High Pressure
Sodium - $1.03 ea
U-Tube/Compact/Circular Lamps - $0.56
/ib
Specialty UV/Arc/Ignitron/
Germicidal/Projection - $0.37 ea
Coazed/Shatter Shield/Power Groove Lamp -
$1.25 ea

Halogen Lamp - $0.44 ea

OTHER

mercury devices - $6.50/Ib; $25 nin
freon appliance - $14 ea

LABOR-lab packing - $35 / hr
SUPPLIES

5-gal pail - $8 ea

4' lamp box - $4 ea

8' lamp box - $8 ea

shrink wrap - $8 / roll

Incandescent Lamp - $0.44 ca
OTHER
PCB HV Capacitors - $1.25 / Ib
PCB Capacitors $1.09 / lb

Non-PCB HV Capacitors - $0.20 / lb

<5 Gallon Mercury Containing
Devices/Equip - $395.00 / pail

FCB Ballasts - TSCA Waste - $3.01 / lb
SUPPLIES
Stretch Wrap - $20 ea
4' Lamp Box - 15"x15"X48" - $6 ea
8' Lamp Box - 9"x9"x96" - $12 ca

Vy :
: PENNICHUCK 25 WALNUT STREET
few
PO BOX 478
NASHUS4. NH 03667-0428

(603) 882-5194
FAX (603} 913-2305

NAN PENAICHUCK COM

May 17, 2021

Mr. Steven A. Bolton
Corporation Counsel
City of Nashua

229 Main Street
Nashua, NH 03060

Re: Pennichuck East Utility. Inc. — Request for Approval of Term Loan with CoBank, ACB

Dear Attorney Bolton:

Introduction. As you know, the City of Nashua, New Hampshire (the “‘City’) is the sole
corporate shareholder of Pennichuck Corporation (“Pennichuck”), The City has been the sole
shareholder since the acquisition of Pennichuck on January 25, 2012.

The purpose of this letter is to request that the City, acting in its capacity as sole shareholder,
approve resolutions authorizing Pennichuck’s regulated public water utility subsidiary,
Pennichuck East Utility, Inc. (“PEU”), to enter into a term loan with CoBank, ACB (“CoBank”),

Background. As part of the City’s acquisition of Pennichuck, in accordance with special
legislation enacted by the State Legislature, and as unanimously approved by the Mayor and
Board of Aldermen on January 11, 201], the corporate structure of Pennichuck and its utility
subsidiaries was retained. This corporate structure was retained for several reasons. First, the
Mayor and Board of Aldermen desired to maintain stability and continuity for customers and
employees of the Pennichuck utilities and the communities they serve. Second, retaining the
corporate structure provided continuity for the existing relationships with regulatory agencies
and financial/banking partners. Third, the Mayor and Board of Aldermen unanimously agreed
that the corporate structure would encourage business-smart decisions and rely upon well-
established governance principles of corporate law, pursuant to Pennichuck’s Articles of
Incorporation and its by-laws.

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Shareholder Approval of Borrowings Required. Under Article IX of Pennichuck’s Articles of
Incorporation, the City, acting in its capacity as Pennichuck’s sole shareholder, must approve:

“(3) any action to (A) create, incur or assume any indebtedness for borrowed
money or guarantee any such indebtedness of any person, (B) issue or sell
any debt securities or warrants or other rights to acquire any debt securities
of the [Pennichuck]} Corporation or any of its Subsidiaries, or (C) guarantee
any debt securities of any person.”

Proposed Term Loan Borrowing from CoBark

PEU is a New Hampshire public utility corporation providing retail water service to
approximately 8,450 customers in the New Hampshire towns of Atkinson, Barnstead, Bow,
Chester, Conway, Derry, Exeter, Hooksett, Lee, Litchfield, Londonderry, Middleton, Pelham,
Plaistow, Raymond, Sandown, Tilton, Weare and Windham. PEU is wholly-owned by
Pennichuck which, in turn, is wholly-owned by the City.

PEU has entered into a Master Loan Agreement with CoBank dated as of February 9, 2010 (the
“Master Loan Agreement”), which provides the framework for CoBank to make loans to PEU from
time to time. A copy of the Master Loan Agreement is attached to this letter as Attachment A.

PEU requests the City’s approval for PEU to enter into a term loan with CoBank in an amount of
$1,135,409 with an amortization period of up to 25 years, with an interest rate to be determined
based on market conditions (currently estimated at approximately 4.25% per annum). A copy of
the CONFIDENTIAL term sheet for the term loan with CoBank is attached to this letter as
Attachment B.

The proceeds from the CoBank loan will be used to refinance and repay up to approximately
$1,135,409 of Fixed Asset Line of Credit (““FALOC”) borrowings by PEU, under its $3 million
FALOC with CoBank, which was used to fund capital improvements to the PEU water system
infrastructure during 2020, which were not funded by State of New Hampshire Drinking Water
Revolving Loan Fund (SRF) or NH Drinking Water and Groundwater debt or grants.

The FALOC with CoBank was approved by the Company’s Board of Directors, the NH Public
Utilities Commission (“NHPUC”), and the City of Nashua as shareholder, in March of 2018 (in
NHPUC Order No. 26,117; Docket PWC 17-157), to provide for capital improvements financing
during each calendar year, with subsequent annual refinancing and repayment of amounts
borrowed with term loans, consistent with the Company’s allowed rate structure with the
NHPUC, under Order No. 26,179 (Docket DW 17-128). This facility was renewed and
extended thru June 30, 2023 during 2020, with all of the approvals required at that time, and as
included in NHPUC Docket No. DW 20-081, and Order No. 26,418.

The CoBank loan will be secured by (i) a security interest in PEU’s equity interest in CoBank
(consisting of PEU’s $212,825 earned equity investment in CoBank from patronage dividends
received since 2010, and PEU’s right to receive future patronage dividends), and (ii) the

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unconditional guarantee of PEU’s obligations to CoBank by Pennichuck pursuant to the
Guarantee of Payment (Continuing) dated as of February 9, 2010 between Pennichuck and
CoBank (the “Guaranty Agreement”), a copy of which is attached to this letter as Attachment C.

The Lender —- CoBank, ACB. CoBank is a government sponsored enterprise (“GSE”) owned
by its customers, who consist of agricultural cooperatives, rural energy, communications and
water companies and other businesses that serve rural America. As a GSE, CoBank issues its
debt securities with the implicit full faith and credit of the United States Government and uses
these low-cost funds to make loans to companies like PEU that meet its charter requirements.
As a result of the implicit backing of the U.S. Government, CoBank’s borrowing costs are lower
than commercial banks and financial institutions, and these lower costs are passed on to its
borrowers. In addition to the lower rates, CoBank loans generally have fewer covenants or
restrictions as compared to loans from commercial banks and other financial institutions.

Approval by Pennichuck and PEU. The CoBank loan and guaranty, have been approved by
the Board of Directors of Pennichuck and PEU.

Pennichuck recommends that the City authorize (i) PEU to enter into the loan with CoBank; and
(it) Pennichuck to guaranty the loan.

Lower Costs Are Good for Customers. Pennichuck and its Board of Directors have
determined that the capital projects to be refinanced by the CoBank loan, will allow PEU to
continue to provide safe, adequate and reliable water service to their customers on a cost-
effective basis. The terms of the loan are very favorable compared to other alternatives and will
result in lower financing costs than would be available under other debt options. These lower
financing costs will be passed on to customers.

Other Approvals. As a regulated public utility, PEU must obtain approval of the term Joan
from the New Hampshire Public Utilities Commission (“NHPUC”), which will approve the term
loan if it finds the loan to be consistent with the public good. PEU is filing a petition for
approval with the NHPUC contemporaneously with this notice to the City and expects the
NHPUC to consider the petition promptly.

Requested Approvals. For the reasons described above, Pennichuck respectfully requests that
the City, acting in its capacity as sole shareholder of Pennichuck and pursuant to Article 1X(3) of
Pennichuck’s Articles of Incorporation, authorize the following actions:

RESOLVED, that the City hereby approves the loan to Pennichuck East Utility, Inc.
from CoBank, ACB, in an amount of $1,135,409, with a 25-year amortization schedule:
and

FURTHER RESOLVED, that the City hereby approves the guaranty by Pennichuck
Corporation of the payment by Pennichuck East Utility, Inc. of the joan authorized in
the prior resolution; and

«de

FURTHER RESOLVED, that the City hereby authorizes Pennichuck Corporation and
Pennichuck East Utility, Inc., their Boards of Directors, and their Officers, to take any
and ali actions required to obtain all necessary approvals with respect to the actions
described in these resolutions and to execute and deliver such documents as are
necessary to affect the CoBank loan, and the guaranty described in these resolutions.

Respectfully submitted,

PENNICHUCK CORPORATION

Larry D. Goodhue

Chief Executive Officer

cc. Mayor James Donchess

ATTACHMENT A

Master Loan Agreement between
Pennichuck East Utility, Inc. and CoBank, ACB

AMENDMENT TO AGREEMENT

This Second Amendment to Agreement is entered into as of this day of
February 2022, by and between CITY OF NASHUA, a municipality in the State of New
Hampshire (hereinafter referred to as "City"), and HKT Architects, INC., (hereinafter
referred to as the "Architect") whose address is 24 Roland Street, Charleston, MA 02129.

WHEREAS, City and Architect entered into that certain Professional Architectural
Services related to the Design and Construction Oversite for Division of Public Works
Facility for the Nashua Department of Public Works, dated March 6, 2020 by HKT and
March 11, 2020 by the City of Nashua (the "Agreement" ); and

WHEREAS. both City and Architect desire to amend the Agreement to expand the
scope of services and amend the budget.

NOW THEREFORE, the parties agree as follows:

I. Pursuant to Section 30 of the Agreement "Modification of Contract and Entire
Agreement, " the Agreement is hereby amended to add the additional scope and
amended budget as described in the January 21, 2022 letter to Director Lisa Fauteux
relative to the Contract Amendment Proposal which is attached hereto and
incorporated fully herein.

2. All other terms of the Agreement remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed, or have caused their properly
authorized representatives to duly execute. this First Amendment to Agreement on the date

and year first above written.

City of Nashua HKT Architects, Inc.
By: James Donchess, Mayor “ By: Janet M. Slemenda, Principal

Date: oat: [ fe met LOU

Attachment A

MLA No. RX0848
MASTER LOAN AGREEMENT

THIS MASTER LOAN AGREEMENT (this “Agreement”) is entered into as of February 9,
2010, between PENNICHUCK EAST UTELITY, INC., a New Hampshire corporation (the
“Company"}, and CoBANK, ACB, a federally chartered instrumentality of the United States
(*CoBank”).

BACKGROUND

Fram time to time, CoBank may make joans and extend other types of credit to or for the account
of the Company. In order to facilitate the making of such loans and other types of credit, the parties are
entering into this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agrce as follows:

ARTICLE ]
DEFINITIONS AND RULES OF INTERPRETATION

SECTION 1.01. Definitions. Capitalized terms used in this Agreement and defined in
Exhibit A hereto shall have the meanings set forth in that Exhibit.

SECTION (.02. Rutes of Interpretation. The rules of interpretation set forth in Exhibit A
shail apply to this Agreement.

ARTICLE 2
THE SUPPLEMENTS

SECTION 2.01. Promissory Notes and Suppiements. In the event the Company desires to
borrow from CoBank and CoBank is willing to lend to the Company, the parties will enter into a
promissory note and supplement hereto (each a “Promissory Note and Supplement"). Lach Promissory
Note and Supplement will set forth CoBank’s commitment xo make a loan or loans to the Company, the
amount of the loan(s}, the purpose of the loan(s}, the interest rate or interest rate options applicable to the
loan(s), the Company's promise to repay the loans, and any other terms and conditions applicable to the
particular loan(s). Each loan will be governed by the terms and conditions sct forth in this Agreement and
in the Promissory Note and Supplement relating to thal loan. [n the absence of a Promissory Note and
Suppleincnt hereto duly executed by CoBank, CoBank shall have no obligation to make a joan to the

Company under this Agreement.

SECTION 2.02. Notice and Manner of Borrowing New Loans. Except as othenvise
provided in a Promissory Note and Supplement: (A) loans will be made available on any Business Day
upon the telephonic or written request of an authorized employee of the Company (which request, if
made telephonically, shall be promptly confirmed in writing if required hy CoBank); (B) requests for
ioans must be received by 12:00 noon Company’s local time on the date the loan is to be made; and (C}
joans will be made available by wire transfer of immediately available funds to such account or accounts
as may be authorized by the Company on forms supplied by CoBank.

SECTION 2.63. Method of Payment. The Company shall make ail payments to CoBank
under this Agreement and each Promissory Notc and Supplement hereto by wire transfer of immediately
available funds, by check, or, if specified by separate agreement between the Company and CoBank, by
automated clearing house (ACH) or other similar cash handling processes. Wire transfers sha'l be made
to ABA No. 307088754 for advice to and credit of “CoBANK"” (or to such other account as CoBank may
direct by notice). The Company shait give CoBank telephonic notice no later than 12:00 noon
Company's local time of its intent to pay by wire, and funds received after 3:00 p.m. Company's local
time shall be credited on the next Business Day. Checks shail be mailed to COBANK, Department 167,
Denver, Colorado 80291-0167 for to such other place as CoBank may direct by notice). Credit for
payment by check will not be given until the latter of the next Business Day alter receipt of the check or
the Business Day on which CoBank receives immediately available funds

SECTION 2.04. Security and Guaranty.

(A) Security. The Company's obligations hereunder and under each other Loan
Document to which the Company is a party (whether executed contemporancously herewith or at a later
date) shall be secured by a stanitory first priority Lien on all equity which the Company may now own or
hereafter acquire or be allocated in CoBank and afl proceeds thereof.

(B) Credit Support. {n addition to the above, the Company's obligations hereunder
and under each Promissory Note and Supplement hereto shall be guarantied by Pennichuck Corporation
fthe “Guarantor”) pursuant to a guarantee of payment in form and content acceptable to CoBank {as
anicnded or restated from time to time, the “Guaranty”),

ARTICLE 3
CONDITIONS PRECEDENT

SECTION 3.0. Conditions Precedent to the Initial Promissory Notes and Suppicments
Hereto. CoBank's obligation to make a loan or loans under the initial Promissory Note and Supplement
hereto (or, in the event that more than one Promissory Note and Supplement is being executed on the
date hereof, each initial Promissory Note and Supplement hereto), is subject to the Following conditions
precedent, which, in the case of instruments and documents, must be in form and content acceptable to
CoBank:

(A} This Agreement. CoBank shail have received a duly executed original of this
Agreement.

(B) Guaranty and Related Documents. (1) A duly executed original Guaranty; (2)
copies, certified by the Secretary of the Guarantor as of the date hereof (or as of another date acceptable
to CoBank), of such board resolutions, evidence of incumbency, and other evidence as CoBank may
require that the Guaranty has been duly authorized, executed and delivered by the Guarantor; and (3) an
opinion of counse! to the Guarantor, which counscl and opinion must be in form and content acceptable
to CoBank.

(C} Consent and Agreement. A consent and agreement (the “Consent and
Agrecment”) between che Company, Pennichuck Water Works, lac. (“PW”), and CoBank in form and
content acceptable to CoBank.

{D) Secretary's Certificate. CoBank shall have received an original certificate of
the Secretary of the Company dated as of the date hereof (or as of another date acceptable to CoBank)

tw