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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

December 22, 2021
Page 3

options discussed, and the City has decided that it is in their best
interest to remove a large portion of the parking lot that they had
previously requested and remove the Infiltration Basin #2.
Significant redesign is required to prepare the site and the final
site plans that were approved by the Planning Board on November
4th.

B. Alteration of Terrain (AoT) Submission Package Revisions: $6,000
a. The previously submitted AoT application will be revised,
coordinated, and updated to the new Site Plan and resubmitted to
NHDES. All Best Management Practice (BMP) worksheets,
drainage calculations, and Pre/Post Development watershed maps
will be revised, as necessary.

The total for these described services is for a lump sum amount of Thirty-Seven
Thousand Five Hundred Dollars ($37,500) including reimbursable expenses.

Hoyle and Tanner also makes the following Assumptions:
All Assumptions as in the original agreement and as follows:
e = City will provide any additional existing conditions data, if required
e City to pay all permit application fees
e There will be no additional presentations or submission to the Planning
Board.

Schedule:
Hoyle & Tanner notes that most of these services have been completed to date.

As noted in the original fee proposal, any work that is beyond the scope of work
shail be billed as additional services either on a time and material basis or we will
make an additional proposal with a lump sum fee or not to exceed fee. In no case
will we commence any additional services without your written approval.

If there are additional services that are required by Hoyle Tanner, we will invoice
their costs plus a mark-up of 10%. We will invoice you monthly and we will bill as a
percentage of the completed work. Payment is due in thirty (30) days of the invoice
date.

Hourly rates for HKT shail be as follows:

Principal $245/Hour
Associate $220/Hour
Project Manager $190/Hour
Project Architect $190/Hour
Senior Designer $165/Hour
Designer $145/Hour
Clerical/Office $120/Hour
Construction Administrator $190/Hour

Hourly Rates for Hoyle, Tanner and Associates are as follows:

Principal Engineer $195/Hour
Senior Project Engineer $195/Hour
Project Manager III $185/Hour

Project Manager Il $170/Hour

(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.}

PETITION
FOR
STREET DISCONTINUANCE

TO THE HONORABLE BOARD OF ALDERMEN OF THE CITY OF NASHUA:

Pursuant to the Nashua Revised Ordinances, Chapter 285, Section 24, the undersigned
requests that the following described portions of:

35 Groton Road (Map D, Lot 23) be discontinued from public dedication or use:
Discontinuance Area ‘A’

A CERTAIN PORTION OF THE HISTORIC LOCATION OF GROTON ROAD LOCATED IN THE CITY OF NASHUA,
COUNTY OF HILLSBOROUGH, STATE OF NEW HAMPSHIRE, SITUATED ON THE NORTHERLY SIDE OF GROTON
ROAD, BEING SHOWN ON A PLAN TITLED “DISCONTINUANCE PLAN PORTIONS OF THE HISTORIC LOCATIONS OF
GROTON ROAD NASHUA, NEW HAMPSHIRE” PREPARED FOR ETCHSTONE PROPERTIES, INC. DATED: JANUARY
19, 2021, BY HAYNER/SWANSON, INC. (THE "DISCONTINUANCE PLAN”) AND BEING DESCRIBED MORE
PARTICULARLY AS FOLLOWS:

BEGINNING AT A DRILL HOLE IN A STONE WALL ON THE NORTHERLY SIDE OF GROTON ROAD AT THE DIVISION
LINE OF LAND OF PETER AND JUDY ERICKSON AND LAND OF ETCHSTONE PROPERTIES, INC. AND BEING THE
NORTHWEST CORNER OF THE HEREIN DESCRIBED PARCEL; THENCE:

N 89° 42' 35"E BY A STONE WALL, A DISTANCE OF 118.99 FEET TO A DRILL HOLE; THENCE

S 87° 26'07"E BY SAID STONEWALL, A DISTANCE OF 194.32 FEET TO A DRILL HOLE; THENCE

S 83° 57'03"E BY SAID STONEWALL, A DISTANCE OF 58.70 FEET TO POINT; THENCE

N 89° 44° 16"E A DISTANCE OF 108.48 FEET TO A DRILL HOLE; THENCE

S 87° 50' 29" E BY A STONEWALL AND PASSING THROUGH A DRILL HOLE, A DISTANCE OF 180.37 To
POINT; THENCE

S 55° 40' 24" E A DISTANCE OF 155.96 FEET TO POINT; THENCE

$ 51° 17'29"E A DISTANCE OF 68.53 FEET TO THE POINT AT THE NORTHERLY SIDELINE OF GROTON

ROAD AS LAID OUT AND REALIGNED IN 1937 BY THE STATE OF NEW HAMPSHIRE PLAN
S.A.Y 1937; THENCE

N 67° 37°18" W BY SAID SIDELINE, A DISTANCE OF 95.89 FEET TO POINT: THENCE

NORTHWESTERLY BY SAID SIDELINE AND A CURVE TO THE LEFT HAVING A RADIUS OF 1,457.39 FEET, A
DELTA ANGLE OF 22 ° 02’ 00” AND AN ARC LENGTH OF 560.45 FEET TO A POINT;

THENCE

N 89° 39° 78" W BY SAID SIDELINE, A DISTANCE OF 207.74 FEET TO A POINT, BEING N 82° 50’ 57” WA
DISTANCE OF 1.81 FEET FROM AN IRON PIPE; THENCE

N Q0° 20’ 42" E A DISTANCE OF 3.99 FEET TO THE POINT OF BEGINNING.
CONTAINING AN AREA OF 0.329 ACRES OR 14,329 SF MORE OR LESS.

Discontinuance Area ‘B’

Discontinunace Area ‘B’ consitututes those portions of the public right-of-way laid out by the
Selectmen of Nashua on November 24, 1847 that are situated within the boundaries of Map ‘D’, Lot
23. Any portions of the public right-of-way laid out by the Selectmen of Nashua on November 24,
1847 that are either (i) within the existing 1937 layout (realignment) of Groton Road, or (ii) not within
the boundaries of Map ‘D’, Lot 23, are specifically excluded from Discontiunance Area ‘B’.

The metes and bounds of the entirety of the public right-of-way laid out by the Selectmen of
Nashua on November 24, 1847 (which includes Discontinuance Area ‘B’), is as follows:

Beginning at a ___ near the southwest corner of the School-house in District No. 7 in said
Nashua, thence westerly 182 %°, 200 feet to a stake in the ground, thence westerly 163° 96 feet to a
stake in the ground, thence westerly 179° 455 feet to a stake in the ground, thence westerly 176° 226
feet to a stake in the ground, thence westerly 176 %° 402 feet to a stake in the ground, thence
westerly 163° 778 feet to an oak tree at a lane running to Peter Terrell’s house, the line above
described is at the north side of said Highway running through Peter Terrells land, and the highway is
three rods wide.

The only portion of the public right-of-way described in the previous paragraph that is being
discontinued is Discontinuance Area ‘B’.

In support of this petition, see the Attachment to Petition attached hereto.

The street discontinuance is being petitioned by:

Etchstone Properties, Inc. (Petitioner)
By its Attorneys
Winer. Bennett, LLP

603-882-5157 By:_4 {a —
Telephone Number J Aradford Westgate, Esquire
Mou {[o 2021 111 Concord Street, Nashua, New Hampshire 03064

Date Address

The petitioner has submitted three copies of the petition and plan (along with three copies of the 22” x
34" recordable mylar surveyor prints) of the proposed street discontinuance showing the abutting
owners, the location of the new proposed property lines, any existing utilities and the new bounds to
be set.

See attached the plan entitled “Discontinuance Plan Portions of the Historic Locations of Groton
Road, Nashua, New Hampshire” by Hayner/Swanson, Inc. dated 19 January 2021.

Plan and Petition received