R-20-079
RESOLUTION
AUTHORIZING PENNICHUCK CORPORATION AND PENNICHUCK WATER
WORKS, INC. TO ISSUE BONDS AND RENEW ITS FIXED ASSET LINE OF CREDIT
WITH TD BANK, N.A.
CITY OF NASHUA
In the Year Two Thousand and Twenty
WHEREAS, the City of Nashua is the sole shareholder of Pennichuck Corporation
(“Pennichuck’”) and each of its subsidiaries;
WHEREAS, Article IX (3) of the Articles of Incorporation of Pennichuck and Article V
§2 of the by-laws of Pennichuck require the approval of the sole shareholder (the City of
Nashua) for Pennichuck to create, incur, assume, or guarantee any indebtedness for borrowed
money, which includes contracting a loan on behalf of Pennichuck or its subsidiaries; and
WHEREAS, Pennichuck Water Works, Inc. (“PWW’) is a regulated New Hampshire
public water utility, and is a wholly owned subsidiary of Pennichuck which, in turn, is wholly
owned by the City of Nashua.
NOW, THEREFORE, BE IT RESOLVED by the Board of Aldermen of the City of
Nashua that the City approves allowing PWW to issue up to a total of $57,500,000 in an
aggregate principal amount of tax-exempt AMT bonds and/or other borrowings to raise proceeds
for the following purposes: (1) to finance up to $55,750,000 of PWW’s cost of constructing,
reconstructing, and replacing infrastructure, equipment, vehicles and all other fixed assets of the
company for the years 2020-2024; and (2) to fund up to $1,750,000 of various costs of issuance
of the new bonds, including transactional costs, capitalized interest, and, if necessary and
appropriate, credit enhancements such as a debt service reserve fund or other credit measure as
may be determined by PWW in response to prevailing market conditions; and
FURTHER, BE IT RESOLVED by the Board of Aldermen of the City of Nashua that the
City approves PWW entering into a renewal of its Fixed Asset Line of Credit with TD Bank,
N.A., allowing for annual borrowings of up to $12,000,000, pursuant to a security interest in
PWW’s accounts receivable and inventory, and pledge of the stock of PWW and an assignment
of its rights under the Money Pool Agreement and Cost Sharing Agreement (both as previously
approved and in place under the oversight of the New Hampshire Public Utilities Commission),
for the purpose of providing advances to be used for interim capital projects funding for the
capital project years 2020-2024 (bond issuance years 2021-2025).
