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the terms and condittons of the Loan Documents; (iil) the Forbearance by CoBank from exercising any right
or remedy it may have under the Loan Documents or under law; (iv) any inability, failure, neglect or
omission to obtain, perfect, maintain, enforce, or realize upon any collateral for the Guaranteed Obligations,
or to pursue or obtain any deficiency judgment against the Company following any foreclosure of any
security interest, mortgage or deed of trust; (v) the loss 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 releasing, waiving, 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 failure of consideration, fraud, statute of frauds,
bankruptcy, statute of limitations, lender ltability, and accord and satisfaction; (x) any setoff, counterclaim,
recoupment or similar right assertable by the Company, the Guarantor, or other guarantor (whether a party
hereto or to @ separate guarantee); or (xi) any other ciccumstance which constitutes a legal or equitable
discharge of a guarantor or surety. This Guaranty shalt continue in full force and effect until five business
days after written notice of termination shall have been received by CoBank, Notwithstanding 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 into 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
otherwise); (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 foregoing, In addition, no such 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 2 and 5 hereof) or affect or impair the obligations of any other
guarantor (whether a party hercto or to a separate guarantee),

SECTION 3. Subordination and Subrogation. The Guarantor hereby 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 Loan Documents. During the existence of a “Defauit™ or an “Event of Default under
the I.oan 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 shall be held in
trust and promptly turned over to CoBank. The Ciuarantor hereby waives all claims, rights or remedies that
it may have at law or in equity (including, without limitation, 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 liable
for any obligations of the Guarantor to CoBank, for any disbursement made by the Guarantor under or in
connection with this Guaranty or otherwise. The Guarantor hereby stipulates and agrees that any such
disbursement made by the Guarantor shall be a contribution to the equity capital of the Company.

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

SECTION 5. Information Regarding Company; Waiver of Notices, Etc. The Guarantor
assumes responsibility for keeping fully informed of the financial condition of the Company, its liability
hereunder and all other circumstances affecting the Company's ability to pay and perform the Guaranteed
Obligations. The Guarantor agrees that CoBank shall have no duty to report to or notify the Guarantor of:
(i) any information which CoBank shall receive about the financial 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); (ili) any circumstances bearing on the Company's ability to perform the
Guaranteed Obligations; (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; (vii) any matter set
forth in Section2 hereof, or (viii) any other matter relating to the Guaranteed 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 Company and any other guarantor (whether a party hereto or to a
scparate guarantee) and has not relied in any respect on CoBank 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, validly existing,
and in good standing under the laws of its state of incorporation or formation; (ii) is duly qualified to do
business and is in good standing in each jurisdiction in which the transaction of its business makes such
qualification necessary; (iii) has all requisite corporate and legal power to own and operate its assets and to
carry on its business and to enter into and perform this Guaranty; and (iv) has duly and lawfully obtained
and maintained all ticenses, 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, code,
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, this Guaranty and all
instruments and documents executed in connection herewith have been duly authorized by all requisite
corporate or other action on the part of the Guarantor and do not and will not: (i) conflict with, or constitute
(with or without the giving of notice and/or the passage of time and/or the occurrence of any other
condition) a default under, any other agreement to which the Guarantor is a party or by which it or any of its
property may be bound or affected, or with any provision of its articles of incorporation, bylaws or other
organizational documents, (ii) require the consent, permission, authorization, order or license of any
govemmmental authority or of 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;
(iil) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree,
determination or award presently in effect applicable to it, or (iv) result 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.

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

(D) _—_ Litigation. Except as disclosed 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,
propetties, or business of the Guarantor, or on the ability of the Guarantor to perform its obligations
hereunder or under any instrument or document executed in connection herewith, and to the best of the
Guarantors knowledge, no such actions or proceedings are threatened or contemplated.

(E) Financial Statements; No Material Adverse Change; Etc. The annual audited
consolidating and consolidated financial 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 Guarantor’s operations for the periods
covered thereby, and are prepared in accordance with generally accepted accounting principles ("GAAP")
consistently 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 liabilities 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
its property, real and personal, including the properties reflected in the financial statements referred to above
(other than any property disposed of in the ordinary course of business).

(G) Compliance with Laws, Environmental Matters, Ete. All of the properties of
the Guarantor and all of its operations are in compliance in all material respects with alt applicable Laws
including, without limitation, all Laws relating to the environment. No property owned or leased by the
Guarantor is being used or, to its knowledge, has been used for the disposal, treatment, storage, processing
or handling of hazardous waste or materials (as defined under any environmental Law) and no investigation,
claim, litigation, proceeding, order, judgment, decree, settlement, Lien or the like with respect to any
environmental matter is proposed, threatened, anticipated or 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 safe or other disposition of, or
could have (or already has had) an adverse effect on the value of, its property.

(WH) =Compliance With Guaranty. As of the date hereof, the Guarantor is operating its
business in compliance with all of the covenants set forth in this Guaranty.

SECTION 7. Affirmative Covenants. Unless otherwise agreed to in writing by CoBank, while
this Guaranty is in effect, whether or nol any Guaranteed Obligations are outstanding hereunder, the
Guarantor agrees to, and agrees to cause each of its subsidiaries to:

{A) Corporate Existence, Licenses. Ete. 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 material to
the conduct of its business or required by Law.

(B) Compliance with Laws. Comply in al! material respects with all applicable
Laws, including, without limitation, all Laws relating to environmental protection. In addition, the

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

(Cc) 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 tn 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) Agbual 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
Subsidtaries 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, tn 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 matcrial 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 |0-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;

ah

(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, 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,
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
etitering 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 suffictent 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 affitiate, 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. All notices provided for herein shall be in writing (including facsimile)
and shall be mailed or delivered to the fotlowing addresses or facsimile numbers or to such other address
or facsimite number as cither party may specify by notice to the other:

If to CoBank, as fotiows: 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. TIS 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
WRHING 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 notifies the Guarantor that pursuant to the
requirements of the USA Patriot Act, Title [Il 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 mame, 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 ils 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 hus caused this Guaranty to be executed as of the date
shown above by its duly authorized officers.

PENNICHUCK @ORPORATION _
7
By: C

Til: CFO

Jim Donchess
Mayor e City of Nashua

To: Board of Aldermen

From: Mayor Jim Donchess

Date: May 11, 2022

Re: Multi-Year Contract Award — Public Access Television Operations & Management

Pursuant to NRO: § 5-74/B: A contract that extends from the current fiscal year into succeeding

fiscal year(s) in which no funds have been appropriated nor otherwise designated for this purpose
shall be approved by the full Board of Aldermen before the contract shall become binding on the

City.

The Finance Committee has approved and placed on file the notification of the award of the
referenced contract at the May 18, 2022 meeting and as such | am requesting the full Board of
Alderman approve the following contract:

Item: 3-year Contract for Management and Operations of the CTV Studio
and Channel 96
Value: $506,800
Vendor: BRBTV, LLC
Purchasing Memo#: 22-273 dated May 11, 2022
Contract Term: 3 Years to terminate 6/30/25
Thank you.

229 Main Street * PO Box 2019 * Nashua, New Hampshire 03061-2019
603.589.3260 * fax 603.594.3450 * NashuaMayor@NashuaNH. gov
www.NashuaNH. gov

R-21-179

RESOLUTION

AUTHORIZING THE MAYOR TO ENTER INTO A FEDERAL AID PROGRAM
PROJECT AGREEMENT WITH THE STATE OF NEW HAMPSHIRE FOR THE
PURPOSE OF INSTALLING RECTANGULAR RAPID FLASHING BEACONS AND
TO ACCEPT FOUR HUNDRED AND FIFTY-TWO THOUSAND DOLLARS
($452,000.00) FOR THE PROJECT

CITY OF NASHUA

in the Year Two Thousand Twenty-One

RESOLVED by the Board of Aldermen of the City of Nashua that the Mayor of the City
of Nashua is authorized to execute a Federal Aid Program Project Agreement with the State of
New Hampshire for the purpose of installing rectangular rapid flashing beacons, in substantially
the same form as the attached agreement.

FURTHER RESOLVED that the City of Nashua is authorized to accept 80°o funding of
the project in the amount of Four Hundred and Fifty-Two Thousand Dollars ($452,000.00).
Required City matching funds in the amount of One Hundred Thirteen Thousand Dollars
($113,000.00) will be funded through an FY2022 escrow account.

FURTHER RESOLVED that the Mayor, with the a:sistance of the Office of Corporation
Counsel, is authorized to prepare and execute the Project Agreement and all documents
contemplated by, related or required to effectuate the Project Agreement.

RESOLUTION:

PURPOSE:

SPONSOR(S):

COMMITTEE
ASSIGNMENT:

FISCAL NOTE:

LEGISLATIVE YEAR 2021
R-21-179

Authorizing the Mayor to enter into a Federal Aid Program
Project Agreement with the State of New Hampshire for the
Purpose of installing rectangular rapid flashing beacons and to
accept Four Hundred and Fifty-Two Thousand Dollars
($452,000) for the project

Mayor Jim Donchess

Committee on Infrastructure
Board of Public Works

Fiscal impact is a $452,000 grant to the City to be used for a
specific purpose. The required City match of 20% in the amount
of $113,000 will be funded through an FY2022 escrow account.

ANALYSIS

This Resolution authorizes the Mayor to enter into a Federal Aid Program Project Agreement
with the State of New Hampshire for the purpose of installing rectangular rapid flashing beacons.
It also authorizes the City to accept 80°. funding of the project in the amount of $452,000.00.
Required City matching funds in the amount of $113,000.00 will be funded through an FY 2022

escrow account.

This legislation should be referred to the Board of Public Works for its review and approval.

Approved as to account
structure, numbers and
amount:

Approved as to form:

Financial Services Division

By: /s/ John Griffin

Office of Corporation Counsel

nate: [A OCMC JOH