V2 PENNICHUCK?®
25 WALNUT STREET
PO BOX 428
NASHUA, NH 03061-0428
(603) 882-5191
FAX (603) 913-2305
WWW.PENNICHUCK.COM
VIA EMAIL
May 6, 2022
Mr. Steven A. Bolton
Corporation Counsel
City of Nashua
229 Main Street
Nashua, NH 03060
Re: Pennichuck Corporation — Request for Approval to Renew and Extend its
Line of Credit with TD Bank, N.A.
Dear Attorney Bolton:
Introduction. As you know, the City of Nashua, New Hampshire (the “City”) is the sole
corporate shareholder of Pennichuck Corporation (“Pennichuck” or the “Company”). The City
has been the sole shareholder since the acquisition of Pennichuck on January 25, 2012.
The purpose for this letter is to request that the City, acting in its capacity as sole shareholder,
approve resolutions authorizing Pennichuck Corporation to renew its current $4 million working
capital line of credit which expires June 30, 2022, with a new two-year term, but reviewable
annually for renewal and extension, with terms and conditions as included in the term sheet, attached
as Attachment A (to be treated as Confidential Information for Board of Aldermen usage only).
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 | 1, 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:
