FIFTH AMENDMENT TO PURCHASE AND SALE AGREEMENT
FIFTH AMENDMENT made as of __, 2021 by and between PUBLIC SERVICE
COMPANY OF NEW HAMPSHIRE doing business as Eversource Energy, (“PSNH”) and the City of
Nashua (“City”), parties to that certain Purchase and Sale Agreement dated November 26, 2019 for an
exchange of property among PSNH and the City, as amended by Amendments dated March 19, 2020,
May 21, 2020, July 24, 2020 and December 11, 2020 (“Agreement”).
WHEREAS, Section 7 of the Agreement conditions PSNH’s performance under the Agreement on
obtaining certain Additional PSNH Easements and /or PSNH Licenses (as defined under the Agreement)
by March 21, 2021;
WHEREAS, PSNH has been unable to secure such Additional PSNH Easements and /or PSNH Licenses
despite its good faith efforts and due diligence and does not anticipate that all necessary additional
easements can be obtained prior to the expiration of the Section 7 contingency on March 21, 2021;
WHEREAS, certain of the Additional PSNH Easements and /or PSNH Licenses have required
corresponding minor changes to the location of certain access and utility easements required from the
City pursuant to Section 3 of the Agreement and as originally depicted on Appendix 2A; the location of
such changes are highlighted on the plans attached hereto as Exhibit 1 and the revised final location of
such easements are depicted on Exhibit 2 hereto;
WHEREAS, based, in part, on the attached information from PSNH’s environmental consultant, GZA,
PSNH requested that the City subsidize disposal of remediated fill and waste material from the City Lot
and the City has considered the demands on its landfill space and has offered a compromise as described
below, subject to approval by the City’s Board of Public Works and Board of Aldermen ; and
WHEREAS, the parties wish to preserve the transaction under the Agreement.
NOW THEREFORE, in consideration. of the mutual covenants contained herein, the parties agree as
follows:
1. The recitals to this amendment are incorporated into.and shall constitute a part of this
amendment.
2. The Agreement is revised to: (i) extend the current Section 7 deadline from March 21, 2021 to
May 31, 2021; (ii) extend the closing deadline from April 20, 2021 to accommodate such.
extended Section 7 timeframe to require closing by June 30, 2021; and (iii) extend the Section
3(b) expiration of the PSNH Reserved Easements by ninety (90) days from August 31, 2022 to
November 10, 2022 to accommodate the extended closing deadline.
3. The parties agree to work in good faith to accomplish the Closing within ten (10) business days
following Board of Alderman approval of this Fifth Amendment.
4. The Agreement’s Appendix 2A plan sheets are replaced with the progress prints dated March 12,
‘2021 (Map 77, Lot 28 Easement Plan; Map 77, Lot 30 Easement Plan; Street License Area Plan;
Map 77, Lot 5 & Map E, Lot 1487 Easement Plan; Map 77, Lot 17 Easement Plan) attached
hereto as Exhibit 2.
5. The parties agree that PSNH shall have the right, but not the obligation, to undertake disposal of
any, all or none of the materials from the City Lot at the City landfill and the City will accept
some of the materials as follows (the “Disposal Terms”):
