Agenda

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”)

Except as set forth in the “Transaction Costs,” “ Deposit,” “Exclusivity,” and “Confidentiality”
sections above, this Summary of Term Sheet is not a commitment and does not create any
obligation on the part of Investor and MCD, nor among any of the parties. No such right or
obligation shall arise until definitive documents, satisfactory to all of the parties, are fully
executed and delivered. This outline is only a brief description of the principal terms of the
suggested facility and is intended for discussion purposes only.

Expiration:

If not executed and returned with the deposit within five business days from
the date hereof this term sheet shall be considered null and void.

Confidentiality:

of any affiliate of the Sponsor participating in such transactions, and the
structure, terms and project specifics of such transactions) in its marketing
and communications materials and in presentations or speeches made to its
employees, officers, clients and other interested third parties Such
information shall be referred to herein as “Client Information.”

Interest Rate:

Interest rates on the Loans are likely to be blended for tax opinion purposes.
The total interest generated by the Loans will be based on generating
sufficient cash flow to satisfy the debt service requirements of the Fund
Lender, as well as the annual management and audit and tax preparation fees
(to the extent that they are not paid directly to the CDE Lender).

Loan Term:

Likely to be 30 to 40 years.

Amortization:

A placement fee of 1.00% of the QEI, or $97,500 will be paid to BTCDA,
LLC, an affiliate of Baker Tilly Capital, LLC at closing.

Sub-CDE Level
The CDE will assess a closing fee of 2.00% of the total QEI, or $195,000
ALICB Level

A Structuring, Modeling and Closing fee of 1.00% of the QEI, or $97,500
will be paid to Baker Tilly Capital, LLC

closing. The Fund Lender shail enter into a foreberance agreement for the
seven year NMTC compliance period, in which , the Fund Lender agrees to
refrain from (i) taking any Lien Enforcement Action (ii) exercising any other
tights or remedies it may have under the Fund Loan Documents, including,
without limitation its respective Fund Pledge Agreement, including, but not
limited to accelerating the Loan, collecting rents, appointing (or seeking the
appointment of) a receiver or exercising any other Tights or remedies

Fund
Lender(s):

Entity to be formed, but expected to be 201 Main Street Financing Corp. Entity
may be affiliated with the Borrower, but must include at least 5% differentiation
in ownership from the Borrower and must be in a form and structure that will
satisfy NMTC tax counsel.

NMTC
Transaction
Structure:

26, Mascoma

Oe? COMMUNITY

DEVELOPMENT

PROJECT NAME
EXECUTIVE SUMMARY TERM SHEET
DATE: October 14, 2020

This non-binding executive summary term sheet summarizes the principal terms and conditions
with respect to a potential Qualified Equity Investment (“QEI”) into Subsidiary Community
Development Entities (“Sub-CDE”) and its subsequent Qualified Low-Income Community
investment (“QLICI”’) in 201 Main Street Real Estate Corp a Qualified Active Low-Income
Community Business (“QALICB”).

NASHUA PERFORMING ARTS CENTER

TABLE 2: DEAL DIAGRAM/FLOW OF FUNDS

[TOTAL PROJECT COST:

$ 25,000,000 |

Additional Bond Proceeds
$ 13,891,150

Principal

CITY OF NASHUA jo — 20,240,800 BOND
$ 13,131,950 | $ 7,108,850 [Debt Service PURCHASER
Debt Sefvice Payments
Loan
SENIOR LEVERAGE LENDER Lean
7,108,850.

201 Main Street Financing Corp.

Annual Interest
Payments

Payments