Search

Nashua Performing Arts Center -- NMTC Term Sheet Confidential

October 14, 2020

Amortization: The QLICI Loans will be interest-only for at least seven (7)
years following the closing date. Thereafter, the loans will amortize on to-be-

agreed upon terms.

Coltateral: First priority lien on the real estato and any personal property of
Borrower with such additional collateral to be determined, in part based upon
requirements of Investor’s tax counsel and the completion of Investor's
underwriting of the transaction after review of the final transaction structure and
due diligence. Sub-CDE, Borrower and Sponsor (as tenant under the Lease)
will enter into a Subordination, Non-Disturbance, and Attornment Agreement
on commercially reasonable terms.

Loan Guarantees:
In addition to the guaranty to be provided by Project Sponsor set forth in the
section entitled “QALICB Indemnifications”, Project Sponsor shall also be
required to provide (i) a construction completion and payment guaranty and (ii)
an environmental indemnification.

Fund Lender shall also be required to provide (i) a construction completion and
payment guaranty and (ii) an environmental indemnification. With respect to
Fund Lender’s payment guaranty only, such payment guaranty may be limited
to QLICI Loan interest payments needed to source payment of fees and
expenses at the Sub-CDE level if such limitation is determined to be necessary
by Investor’s tax counsel.

For purposes of clarification, the construction completion guaranty shall
include, without limitation, a guarantee (i) that the Project wil] be completed in
accordance with the approved General Contractor's Contract in a lien free
manner on or before a date to be agreed upon by the parties (which date shall
not be more than twelve (12) months after closing of the QLICI Loan unless
otherwise agreed to by Investor and MCD in their sole and absolute discretion),
and (ii) to pay any “Deficiency” needed to complete the Project. For purposes
of this letter, “Deficiency” shall mean the amount that the uses to complete the
Project as set forth in the budget approved by Investor and MCD exceed the
committed sources for the Project (as determined by investor and MCD) at any
time until completion of the Project.

QALICB Level
Ongoing Fees &
Expenses:

an Structuring, Modeling and Closing Fee to Baker Tilly Capital, LLC:
7,500.

Annual Loan Servicing Fee to The Valued Advisor Fund, LLC: $24,375
annually for the term of the QLICY Loans, pro-rated for partial years.

Exit Fee: None

QALICB Counsel
Legal Opinions:

Typical federal income tax opinions, at a “should” level of assurance, will be
required from QALICB counsel, including, without limitation, the following
opinions:

(a) that Borrower should constitute a QALICB;

(b) that the QLICI Loans should each constitute a QLICI;

33231393

8

Nashua Performing Arts Center -- NMTC Term Sheet Confidential

October 14, 2020

(c) that the lease should constitute a true lease for federal income tax

purposes; ;

(d) that cach of the QLICI Loans and Fund Loan should constitute true debt
for federal income tax purposes;

(¢) an economic substance opinion; and

(f) such other appropriate opinions as requested by Investor and CDE after
review of the structure and underlying transaction documentation.

Additionally, appropriate state law opinions regarding existence and
authorization of various transaction parties, and enforceability of transaction
documents, will be required.

Financial
Projections:

Baker Tilly US, LLP shall be engaged to provide financial projections,
including ongoing financial statements of Borrower, schedules of the QLICI
Loans, and the activity of Sub-CDE and Investment Fund.

Underwriting and

Disbursement

B and Un iting: Investor is responsible for undertaking
its own underwriting review, including seeking all necessary internal approvals,
in connection with Borrower and the Project. Investor will advise Allocatee of
any required guarantors of the QLICI Loans (whether payment or performance).

Balanced Sources and Uses: As a condition of closing, Borrower shall provide
evidence satisfactory to Investor and MCD that (i) Borrower bas obtained

committed sources sufficient to pay all uses necessary to complete the Project
and (ii) Borrower bas sufficient equity or other committed sources to stabilize
the Project. All equity sources and parties (and agreements evidencing
commitments to provide equity) must be approved by Investor and MCD,

Disbursement Process: To the extent the QLICI Loans are not fully funded at
closing, Investor, Allocates and Sub-CDE shall agree on conditions required of
Borrower for disbursement of funds held in escrow at closing, which may
include the following terms/conditions: Guaranteed Maximum Price Contract;
Payment & Performance Bond; Disbursing Agent; Third-Party Construction
Inspector; Construction Draw approval process.

OTHER TERMS AND CONDITIONS

Transaction Costs:

Borrower and/or Project Sponsor shall be responsible for the payment of ail of
Investor’s cosis and expenses associated in connection with the transaction,
including, without limitation, Investor’s organizational and administrative costs
and expenses in connection with the formation of the Investment Fund.

Borrower and Project Sponsor each acknowledges and agrees that Allocates and
investor may enter into a prefunded QEI with respect to all or a portion of the
proposed allocation for the transaction whereby the QEI is made to Sub-CDE in
advance of tha date the QLICI Loans are anticipated to be funded (the
“Prefunded QEI") and that any cost and expenses incurred by Allocatee and
Investor in connection with the Prefunded QE! shall be included as transaction
costs for which Borrower and Project Sponsor are responsible,

Deposit:

Upon execution of this term sheet, Project Sponsor and/or Borrower shall pay a
non-refundable it_in the amount of $50,000 to Investor (the “Initial

33231393

9

Nashua Performing Arts Center ~ NMTC Term Sheet Confidential

October 14, 2020

Deposit”) to be credited to the Project at closing.

Upon Investar’s counsel's legal fees reaching or exceeding 75% of the Initial
Deposit, Project Sponsor and/or Borrower shall be required to pay an additional
non-refundable deposit in the amount of $50,000 to Investor (the “Additional
Deposit’) to be credited to the Project at closing,

It should be noted that if the transaction does not close, Investor will use the
deposits received, including the Initial Deposit and any Additional Deposit, to
cover its legal costs and other fees and expenses incurred in connection with the
transaction, but Borrower and/or Project Sponsor are obligated to reimburse
Investor for transaction costs, fees and expenses actually incurred exceeding the
Initial Deposit and any Additional Deposit.

The Initial Deposit (and the Additional Deposit if applicable) shall be made via a
Mascoma Bank account offset or a wire transfer to the following account:

Beneficiary: Mascoma Bank
Bank: Mascoma Bank
243 Sykes Mountain Ave
White River Jet, VT
ABA# 211770213
Account# 89-202010
Ref: NPAC-Investor
Atin: Katie Washburn

If the Initial Deposit is not received within five (5) Business Days of the
execution of this letter, Investor, in its sole discretion, may suspend all work, and
direct its counsel and agents to suspend all work, tegarding the transaction until
the Initial Deposit is received.

While this document serves to describe some of the business terms of a potential
New Markets Tax Credit transaction with the Investor and does not constitute a
binding document except as cxpressly set forth in the first paragraph of this
Letter, the proposed Borrower should remain aware that timing is of the essence
and Investor will suffer economic damages should the transaction not timely
close.

This letter will expire if the parties have not closed the transaction by December
15, 2020.

Confidentiality:

Subject to the provisions and requirements of New Hampshire R.S.A. Chapter
91-A, (i) Investor, Project Sponsor and Borrower agree to treat the tenms of this
letter as confidential and shall not share the terms with any other party without
the express written consent of the other parties, except the letter may be shared
with each party’s counsel and tax advisor and (ii) all information and materiats
received by Investor, Project Sponsor and Borrower are to be kept confidential,
and each party will negotiate in good faith to close the transaction.

Notwithstanding the foregoing, the parties hereto shall be permitted to disclose to
any and all persons, without limitation of any kind, the tax treatment and tax
Structure (as defined in Treasury Regulation Section 1.601 1-4(c)) of the

33231393

transaction contemplated by this letter and all materials of any kind (including

10

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

33231393

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

33231395

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

33231393

13

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

14
33231393

Board of Aldermen Page 3
March 8, 2016

COMMUNICATIONS

There being no objection, President McCarthy declared that all communications be read by title
only.

From: Mayor Jim Donchess
Re: Contract Award for 2016 Paving Program

MOTION BY ALDERMAN COOKSON TO ACCEPT, PLACE ON FILE AND AWARD THE CONTRACT
TO BROX INDUSTRIES, INC., IN THE AMOUNT OF $2,627,902

A Viva Voce Roll Call was taken, which resulted as follows:

Yea: Alderman Wilshire, Alderman Clemons, Alderman Deane, 15
Alderman Cookson, Alderman Dowd, Alderman Caron,
Alderman Siegel, Alderman Schoneman, Alderwoman Melizzi-Golja,
Alderman McGuinness, Alderman LeBrun, Alderman Moriarty,
Alderman O’Brien, Alderman Lopez, Alderman McCarthy

Nay: 0
MOTION CARRIED

From: Mayor Jim Donchess
Re: Contract Award for Biosolids Disposal

MOTION BY ALDERMAN SIEGEL TO ACCEPT, PLACE ON FILE AND AWARD THE MULTI-YEAR
CONTRACT TO CASELLA ORGANICS FOR A THREE-YEAR TOTAL AMOUNT OF $1,215,000

A Viva Voce Roll Call was taken, which resulted as follows:

Yea: Alderman Wilshire, Alderman Clemons, Alderman Deane, 15
Alderman Cookson, Alderman Dowd, Alderman Caron,
Alderman Siegel, Alderman Schoneman, Alderwoman Melizzi-Golja,
Alderman McGuinness, Alderman LeBrun, Alderman Moriarty,
Alderman O’Brien, Alderman Lopez, Alderman McCarthy

Nay: 0
MOTION CARRIED
From: Brian S. McCarthy, President, Board of Aldermen
Re: Resolution R-16-007, Relative to the Acceptance and Appropriation of $40,000
From the State of New Hampshire Department of Health and Human Services
into Public Health and Community Services Grant Activity “FY2016 and FY2017
Climate and Health Adaptation Plan (CHAP)”

There being no objection, President McCarthy accepted the communication and placed it on file

PERIOD FOR PUBLIC COMMENT RELATIVE TO ITEMS EXPECTED TO BE ACTED
UPON THIS EVENING — None

PETITIONS — None

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:

33231393

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

Exhibit 4
Draft Structure Diagram

{Attached hereto]

16
33231393