wd, Mascoma
Bank
October 14, 2020
City of Nashua, New Hampshire
Tim Cummings
Delivered Via Email
Re: New Markets Tax Credit Investment Term Sheet for
Nashua Performing Arts Center (the “Term Sheet”)
This letter summarizes the principal terms and conditions for a federal new markets tax credit (“AMTC")
investment by Mascoma Bank, a benefit corporation organized and existing under the State of New
Hampshire, that will be used, together with certain debt financing to make a “qualified equity investment”
in MCD Subsidiary CDE 14, LLC, a New Hampshire limited liability company and a subsidiary allocatee
of Mascoma Community Development, LLC, a New Hampshire limited liability company. The
subsidiary allocatee is expected to use substantially all of the proceeds of the qualified equity investment
to make one or more loans that each constitute a “qualified low-income community investment”
(*QLICT”) that will provide financing for the adaptive re-use of existing improvements on that certain
property located at 201 Main Street in Nashua, New Hampshire (the “Property”) for use as a performing
arts center and multi-purpose community facility (the “Projecf"). The Project will subsequently be leased
to the City of Nashua, New Hampshire (“Project Sponsor”). This confidential term sheet: {l) is not
comprehensive and does not constitute a binding document or obligation with respect to any party, except
for (i) the obligations of the Project Sponsor and Borrower (as defined below) to pay the fees {including
legal fees), expenses and deposits set forth in the “Transaction Costs” and “Deposit” sections, (ii) the
obligations, requirements, terms and conditions set forth in the “Timing”, “Confidentiality” and
“Termination” sections; (2) does not constitute an offer to sell or purchase securities; (3) contains
estimated values only; and (4) is subject to negotiations between Investor, Allocatee, Borrower, Project
Sponsor and Fund Lender (each as defined above or below), and the approvals by each as required by
their respective internal processes.
The targeted closing date for the QLICI is December 15, 2020. Except as described above, this letter is
not a commitment and does not create any obligation on the part of any of the parties in this letter. No
such right or obligation shall arise until and unless definitive documents, satisfactory to all of the parties,
are fully executed. This letter is only a brief description of the principal terms of the suggested financing
as Currently anticipated by the parties, and is intended for discussion purposes only.
Parties: NMTC_Investor. Mascoma Bank will invest for 100% of the NMTCs
(“Investor”)
Investment Fund Name_& Ownership: NPAC Investment Fund, LLC
(Investment Fund"), which shall be 100% owned by Investor and managed
by Fund Manager (as defined below).
Investment Fund Manager: Mascoma Community Development, LLC (“Fund
Manager”)
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