Agenda

being heldin its capacity as Escrow Agent. Securities and other negotiable instruments com prising the
Escrow Fund from time to time shall be held or registeredin the name of the Escrow Agent (or its
nominee). The Escrow Fund shallnot, to the extent permitted by applicable law, be subject to levy or
attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to
the security interest therein held by Lessor).

ESCROW AGREEMENT

LESSOR: ESCROW AGENT:
Municipal Leasing Consultants, LLC TMI Trust Company
7 Old Town Lane 901 Summit Avenue
Grand Isle, VT 05458 Fort Worth, TX 76102

Attention: Barbara James, Vice President

LESSEE:

City of Nashua, New Hampshire, on behalf of
Nashua School District

229 Main Street

Nashua, NH 03060

EXHIBIT B TO EQUIPMENT LEASE PURCHASE AGREEMENT

PAYMENT SCHEDULE
Principal Amount: $6,671,814
Interest Rate: 3.15%
Rental Payments will be made in accordance with Section 9 and this Payment Schedule.

EXHIBIT A TO EQUIPMENT LEASE PURCHASE AGREEMENT

EQUIPMENT SCHEDULE

Equipment Description:

IN WITNESS WHEREOF, Lessor and Lessee have caused this Agreement to be executed in their corporate
names by their duly authorized officers as of the date first above written.

MUNICIPAL LEASING CONSULTANTS, LLC

By:
Name:

Title:

Address: 7 Old Town Lane, Grand Isle, VT 05458

CITY OF NASHUA, NEW HAMPSHIRE, ON BEHALF
OF NASHUA SCHOOL DISTRICT

By:
Name:

Title: Mayor

Address: 229 Main Street, Nashua, NH 03060

ACCEPTED:
NASHUA SCHOOL DISTRICT

By:
Name: Daniel Donovan

Superior Court for the Southern Judicial District of Hillsborough County or the New Hampshire 9th
Circuit Court situatedin Nashua and not elsewhere.

Purchase Price, and (ii) the net proceeds of any such sale, lease or sublease (after deducting all expenses
of Lessor in exercising its remedies under this Agreement, including without limitation, all expenses of
taking possession, storing, reconditioning and selling or leasing the Equipment and all brokerage,
auctioneers’ and attorneys’ fees) provided that the amount of Lessee’s liability under this subparagraph (b)
shall not exceed the Rental Payments and other amounts otherwise due hereunder plus the remaining

Section 34. Assignment and Subleasing by Lessee. None of Lessee’s right, title andinterestin, to and
under this Agreement and the Equipment may be assigned or encumbered by Lessee for any reason,
except that Lessee may sublease allor part of the Equipment if Lessee obtains the prior written consent of
Lessor and an opinion of nationally recognized counselin the area of tax exempt municipal obligations
satisfactory to Lessor that such subleasing will not adversely affect the exclusion of the interest

Rental Payment Date to such purchase date, computed on the basis of a 360-day year of twelve 30-day
months.

Upon the exercise of the option to purchase set forth above, title to the Equipment will be vestedin
Lessee, free and clear of any claim by or through Lessor.

Section 27. Damage, Destruction, Condemnation; Use of Proceeds. If (a) the Equipment or any
portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or
the temporary use of, the Equipment or any part thereof or the interest of Lessee or Lessor in the
Equipment or any part thereof will be taken under the exercise of the power of eminent domain by any
governmental body or by any person, firm or corporation acting under governmental authority, Lessee and