PENNICHUCK: 25 WALNUT STREET
PO BOX 428
NASHUA, NH 03061-0428
(603) 882-5191
FAX (603) 913-2305
WWW.PENNICHUCK COM
VIA HAND DELIVERY
May 26, 2022
Mr. Steven A. Bolton
Corporation Counsel
City of Nashua
229 Main Street
Nashua, NH 03060
Re: Request for Approval of Loans from the New Hampshire State Revolving Fund
to Pennichuck Water Works. Inc. - AMENDED from May 24. 2022 Letter
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 several resolutions authorizing Pennichuck’s regulated public water utility subsidiary,
Pennichuck Water Works, Inc. (“P'WW”), to borrow funds from the New Hampshire State
Revolving Fund (the “SRF Fund” or “SRF’”).
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, 2011, 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.
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:
