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557 1878746 '2' 071
BOOK RECEPTION DADTL 3 �tlt TIME
CD
MARY ANN FEUERSTEIN, Clerk and Rccordor, \eld County, Colorado
ORDINANCE NO. 100
WELD COUNTY, COLORADO
7
AN ORDINANCE PROVIDING FOR THE ISSUANCE OF WELD COUNTY, COLORADO,
INDUSTRIAL DEVELOPMENT REVENUE BONDS (DOS GRINGOS LAND AND CATTLE COMPANY
PROJECT) , SERIES "A", DECEMBER 30, 1981, IN THE PRINCIPAL AMOUNT OF
$380,000.00, AND MAKING CERTAIN FINDINGS AND DETERMINATIONS, AND PROVIDING
FOR THE FORM AND TERMS, AND THE PAYMENT OF SAID SERIES "A" BONDS; APPROVING
AND AUTHORIZING THE ISSUANCE OF THE BONDS; APPROVING THE FORMS OF THE LOAN
AGREEMENT, NOTE AND MORTGAGE; AUTHORIZING THE SALE OF THE SERIES "A" BONDS,
o AND APPROVING AND AUTHORIZING THE EXECUTION OF OTHER DOCUMENTS IN CONNECTION
WITH SUCH SERIES "A" BOND ISSUE.
BE IT ORDAINED BY THE BOARD OF COUNTY COMMISSIONERS OF WELD COUNTY, COLORADO.
C)
WHEREAS, the Board of County Commissioners of Weld County, Colorado,
pursuant to Colorado statute and the Weld County Home Rule Charter, is vested
with the authority of administering the affairs of Weld County, Colorado, and
WHEREAS, the County of Weld, State of Colorado (the "County") , is
authorized by the County and Municipal Development Revenue Bond Act, Title 29,
Article 3, Port 1, C.R.S. 1973, as amended (the "Act') , for the benefit of
the inhabitants of the State and for the promotion of their health, safety,
t-' welfare, convenience and prosperity, to finance one or more projects, including
any land, building or other improvements and all necessary and appurtenant
real or personal properties, upon such conditions as the Board of County
Commissioners of Weld County may deem advisable, and
WHEREAS, the County is further authorized by the Act to issue
its revenue bonds or other obligations for the purpose of defraying the cost
of financing any such project, and
WHEREAS, Dos Gringos Land and Cattle Company (the "Company") has
requested that the County issue its Development Revenue Bond pursuant to the
provisions of the Act for the purpose of financing a facility suitable or
used for or in connection with the industrial, commercial, agricultural or
business enterprise of manufacturing, storing, warehousing, distributing,
selling, or transporting veterinarian supplies, medicines and other products
of agriculture, industry, manufacturing or business (the "Project") , such
Project to be leased by the Company to Great Plains Chemical Company, Inc.,
a Colorado corporation, and
WHEREAS, the Company has represented to the County that the
Project has been designed to qualify as a "project" within the meaning of
the Act, and
WHEREAS, by resolution adopted February 23, 1981, the Board of
County Commissioners of the County did approve the request of the Company
for the issuance by the County of bonds in an amount not to exceed $400,000
to provide financing for the Project, and pursuant to such resolution, the
Company did proceed to acquire and construct the Project, and now desires
the County to issue bonds to provide permanent financing for the Project,
610390
57 BOG. 95' RECEPTION 18'78'744
'/- 2--
an d had prepared and furnished to the County documents to accomplish such
bond issuance, and
WHEREAS, the Board of County Commissioners has determined and
does hereby determine as follows:
(a) the amount necessary in each year to pay the principal
of and interest on the $380,000 Bond proposed to be issued to
finance the Project, which amount for principal and interest is
the same as the amount which the Company is obligated to pay under
the Loan Agreement hereinafter approved;
(b) that no reserve funds are necessary to be established
in connection with the retirement of the Bond or the maintenance
of the Project; and
(c) that the Loan Agreement and other documents in connection
with the financing provide that the Company shall maintain the
Project and carry all proper insurance with respect thereto, and
WHEREAS, the issuance of the Development Revenue Bond and the
execution of the financing documents presented in connection therewith are
not prohibited by any ordinances or rules of the County.
NOW, THEREFORE, be it ordained by the Board of County Commissioners
of Weld County, Colorado:
Section 1. The following documents, copies of which have been
reviewed and approved as to form by the County Attorney, are hereby
approved in the form as so reviewed and approved:
(a) Loan Agreement between County of Weld, Colorado, and
Dos Gringos Land and Cattle Company, a general partnership under
the laws of the State of California.
(b) Note in the amount of $380,000 from Dos Gringos Land and
Cattle Company to the County, evidencing the loan of the proceeds
of the Bond.
(c) Form of Mortgage from Dos Gringos Land and Cattle Company
to The Colorado National Bank of Denver, the purchaser of the Bond,
securing the Note of Dos Gringos Land and Cattle Company.
Section 2. The Chairman of the Board of County Commissioners
of Weld County, Colorado, and the County Clerk of Weld County, Colorado,
be and hereby are authorized and directed to execute the Loan Agreement
in the form or substantially the form approved at this meeting, with such
insubstantial changes therein as they, with the concurrence of the County
Attorney, may deem necessary or appropriate to carry out the plan of
financing contemplated by said Loan Agreement and this resolution, and said
Chairman and County Clerk further are hereby authorized and directed upon
receipt of the Note of Dos Gringos Land and Cattle Company, to execute
the assignment thereon assigning said Note to Colorado National Bank,
without recourse.
-2-
957 1878746
BOOK RECEPTION
R/- 3
Section 3. The Authority should issue its Development Revenue
Bond, Series "A" (Dos Gringos Project) , in the principal amount of $380,000,
to be dated as of the date of issuance thereof, bearing interest at the rate
of 9% per year from date of issuance, with interest accrued payable on
January 1, 1982, and with interest and principal payable in 180 monthly
installments of $3,854.21 each, commencing February 1, 1982, to and
including January 1, 1997, with full privilege of prepayment at any time.
Said Bond shall be in the form or substantially the form submitted to and
approved at this meeting, a copy of which bond form shall be attached to
and made a part of this resolution. The Chairman of the Board of County
Commissioners and County Clerk be and hereby are authorized and directed
to execute such Bond in the form or substantially the form approved at
this meeting and to deliver same to Colorado National Bank, upon payment
by said Bank of the sum of $380,000 for said Bond, which payment may be
made by said Bank to Dos Gringos Land and Cattle Company for the account
of the County.
Section 4. The proceeds of the sale of the Series "A" Bond in
the amount of $380,000 shall be immediately loaned to Dos Gringos Land
and Cattle Company as provided in the Loan Agreement, upon receipt from
Dos Gringos Land and Cattle Company of its Note in the principal amount of
$380,000 in the form or substantially the form attached to the Loan Agree-
ment and containing the same repayment terms and conditions as are provided
in the Series "A" Bond. The Chairman of the Board of County Commissioners
and County Clerk of the County be and hereby are authorized and directed
to take all action necessary or appropriate to make such loan. The proceeds
of the sale of the Series "A" Bond may be transferred by the bond purchaser
directly to Dos Gringos Land and Cattle Company, upon receipt of the Note
of Dos Gringos Land and Cattle Company, in order to facilitate transfer
of funds at closing and issuance of the Bond.
Section 5. The Chairman of the Board of County Commissioners
and County Clerk of Weld County be and hereby are authorized and directed
to execute such other certificates, assurances and documents as may to
them, or either of them, be deemed necessary or appropriate in order to
carry out the plan of bond issuance and financing for the Project for Dos
Gringos Land and Cattle Company as contemplated by the Loan Agreement and
other documents herein approved.
Section 6. Due to the lack of time for the issuance of said
Industrial Revenue Bonds and so as not to jeopardize the issuance of said
Bonds, the Board of County Commissioners of Weld County, Colorado, pursuant
to Section 3-14(6) of the Weld County Home Rule Charter, does hereby declare
this Ordinance to be an emergency ordinance.
-3-
d5'7 18'78'746
B00K.._.,__E RECEPTION _.._.... 6
4-,1
The above and foregoing Ordinance No. 100 was, on motion
duly made and seconded, adopted by the following vote on the 23rd day of
December, 1981.
ATTEST: BOARD OF COUNTY COMMISSIONERS
?� 12 '91WELD COU Y, COLD
�� (Aye)
Weld County Clerk and Recorder C airman
and Clerk to the Board
(Aye)
D uty County Clerk /7"" _ L / (Aye)
A> RAW AS TO FORM: z. , (Aye)
C (Aye)
_Couner torney
� I a
r
DATE PRESENTED: December 23, 1981
PUBLISHED: December 31, 1981
-4-
UNITED STATES OF AMERICA
STATE OF COLORADO
THE COUNTY OF WELD, COLORADO
DEVELOPMENT REVENUE BOND (DOS GRINGOS PROJECT)
SERIES A
No. 1 $380 , 000
The County of Weld in the State of Colorado, for value
received promises to pay, but solely from the source specified
hereinafter, to The Colorado National Bank of Denver, or assigns
the principal sum of Three Hundred Eighty Thousand Dollars
($380 , 000) , plus interest on the unpaid portion thereof at the
rate of nine percent (9%) per year as follows :
(a) On January 1, 1982 , an amount equal to inter-
est accrued on the principal amount hereof from the
date hereof to January 1, 1982 ; and
(b) On February 1, 1982 , and on the first day of
each month thereafter to and including January 1, 1997 ,
monthly installments in the amount of $3, 854 . 21 each,
which payments shall be applied first to the interest
accrued on the principal sum and then to the unpaid
principal balance.
Any unpaid principal amount evidenced hereby and interest thereon,
if not sooner paid, shall be due and payable on January 1, 1997 .
If any installment of principal or interest shall not be
paid when due, the amount so in default shall bear interest at the
Highest Lawful Rate (as defined in the Loan Agreement) until paid.
All payments of principal and interest and any other pay-
ments due pursuant to this Bond shall be made in lawful money of
the United States of America in immediately available funds to the
holder hereof.
This Bond is the sole bond of a duly authorized issue
aggregating $380 , 000 in principal amount issued pursuant to Sections
29-3-101 to 29-3-123 , C. R.S . , as amended, for the purpose of pro-
viding funds to be loaned to Dos Gringos Land and Cattle Company,
a general partnership organized and existing under the laws of the
State of California (the "Company") , to finance a building to be
owned by the Company in Greeley, Colorado. The proceeds of this
Bond have been loaned by the County to the Company in return for
which the Company has given its Note in the principal amount of
$380 , 000, dated of even date herewith, under which Note the payments
to be made by the Company are in the same amount due on the same
dates as the payment due on this Bond. The Note has been assigned
by the County to The Colorado National Bank of Denver and payments
due from the Company under the Note are to be made by the Company
directly to said Bank and all payments by the Company on the Note
to said Bank shall be deemed to be payments on this Bond.
All payments of principal and interest due pursuant to
this Bond or any other payments due under the Loan Agreement between
the County and said Company, dated of even date herewith (the "Loan
Agreement") , shall be made to The Colorado National Bank of Denver,
at its principal office in Denver, Colorado, or to any successor
holder of this Bond who shall give notice of such ownership to the
Company. The ownership of the Note of the Company shall follow the
ownership of this Bond without the necessity of any further assign-
ment of said Note.
This Bond may be prepaid in whole or in part at any time,
without penalty or restriction. All payments on this Bond in excess
of the required monthly installment shall be applied first to accrued
interest and then to principal . Prepayments shall be applied upon
the last maturing monthly installment and prepayments shall not
reduce the amount of the monthly payments required under this Bond
until the entire principal amount and accrued interest thereon have
been paid in full. Reference is also made to the provisions of the
Loan Agreement under which the Company is obligated to prepay the
Note and this Bond in whole, along with certain other sums, pursuant
to Section 6 . 02 of the Loan Agreement, which Section becomes appli-
cable in the event of a determination of taxability of interest on
this Bond, as specifically set forth and defined in said Section
6 . 02 .
In the event that any installment of interest or princi-
pal due hereunder is not paid when due or if an Event of Default
(as defined in the Loan Agreement) shall occur, the holder of this
Bond, by notice in writing to the Company, may declare the entire
unpaid principal balance of this Bond and all interest thereon to
be at once due and payable.
No waiver by the holder of this Bond of any default or
event of default under this Bond, the Note or the Loan Agreement,
shall constitute a waiver of any subsequent or other default or
Event of Default.
This Bond, interest hereon and any other payments due
hereunder, shall never constitute nor give rise to a pecuniary
liability of the County of Weld, Colorado, or any charge against
its general credit or taxing powers, and this Bond, interest hereon
and any other payments due hereunder, shall be payable solely from
payments made by or on behalf of said Company.
-2-
IN WITNESS WHEREOF, the Board of County Commissioners of
the County has caused this Bond to be executed in its name by the
signatures of its Chairman and the County Clerk, all as of the
30th day of December, 1981.
THE COUNTY OF WELD, COLORADO
By: /7
C airman of is Board of
County Commissioners
ATTEST :
County Clerk
-3-
CERTIFICATE OF OFFICERS C.I Rs OIL COUNTY
Chuck Carlson and Mary Ann Feuerstein hereby cer-
tify that they are the Chairman of the Board of County Commissioners
and County Clerk, respectively , of the County of Weld, Colorado, and
further certify as follows :
1 . In pursuance of law and a Resolution adopted by the
Board of County Commissioners of said County on December 16 , 1981,
they executed on behalf of said County the Loan Agreement between
said County and Dos Gringos Land and Cattle Company , dated as of
this date , and the $380 , 000 Development Revenue Bond ( Dos Gringos
Project) , Series A, as authorized by said Resolution and described
therein and in said Loan Agreement .
2 . That said Series A Bond was delivered by them to The
Colorado National Bank of Denver.
3 . That the proceeds of the sale of said Series A Bond
were loaned to Dos Gringos Land and Cattle Company as provided in
said Loan Agreement , and to evidence said loan, Dos Gringos Land
and Cattle Company did deliver to the County its Note in the amount
of $380, 000 , which Note was assigned by the County to Colorado
National Bank.
4 . That said Resolution of the Board of County Commis-
sioners of the County authorizing the issuance of said Series A
Bond and the execution of said Loan Agreement was duly adopted
after compliance with all applicable requirements of law and has
not been amended or repealed and remains in full force and effect
as of this date .
5 . That no controversy or litigation is pending or
threatened involving the organization or existence of the County of
Weld, Colorado, the title of any of the officers or directors of
said County to their respective positions , or any matters relating
to the Loan Agreement or the issuance and sale of said Series A
Bond, or other instruments or matters relating to the Project men-
tioned in said documents , and no action has been taken by any gov-
ernmental body or officer of the County of Weld or the State of
Colorado to stop or otherwise avoid the issuance of the Series A
Bond or the execution of the Loan Agreement or the consummation of
the financing transaction contemplated by said Loan Agreement and
said Resolution .
EXECUTED this 29th day of December, 1981.
Ch i.rman
Weld County Clerk
EXTRACT FROM MINUTES OF MEETING OF BOARD OF COUNTY
COMMISSIONERS OF THE COUNTY OF WELD, COLORADO
A meeting of the Board of County Commissioners of Weld County,
Colorado, was held on December 23, 1981, at 9:00 o'clock A.M. at
Greely, Colorado 915 10th Streets Centennial Center ,
the usual meeting place of the Board. All Board members received prior
written notice of the meeting and the agenda therefor and advance notice was
given to the public, as required by law.
Present at the meeting were Commissioners Norman Carlson,
C. W. Kirby, John Martin, June Steinmark and Chairman Chuck Carlson
. Board members absent were
•
After considering other items of business, the Board considered
the request of Dos Gringos Land and Cattle Company for issuance of a
Development Revenue Bond in the amount of $380,000.00 to finance a facility
to be owned by said company and used by Great Plains Chemical Company, Inc.
Attorney R. Sam Oldenburg presented the request on behalf of said company.
The County Attorney has reviewed the documents presented in connection
with requests and reported that same were satisfactory so far as the County
is concerned. Thereupon, County Commissioner Norman Carlson
moved that the Ordinance presented, entitled "Ordinance No. 100" be adopted;
Commissioner C. W. Kirby seconded the motion
and upon roll call vote, the following Commissioners voted "Aye": all
The following Commissioners voted "Nay": none
,
whereupon the Chairman declared the motion carried and said Ordinance be
adopted.
* * * * * * *
The undersigned County Clerk of Weld County, Colorado, hereby
certifies that attached hereto is a true, correct and complete copy of
Ordinance No. 100 adopted by the Board of County Commissioners of Weld
County, Colorado, as shown by the foregoing extract, and that said extract
is a true, correct and complete copy of all of the proceedings of the Board
of County Commissioners of Weld County, Colorado, held on December 23,
1981, with respect to said matter, and that the Ordinance No. 100 adopted
as shown by the foregoing extract has not been amended or repealed and
remains in full force and effect as adopted.
Executed this 29th day of December, 1981.
I I !t V A (;'..tA44.;t P/L A',.rat/
County G&ierk of Weld County, Colorado
B •B . Jr�. 1,1_71 / l ( •
Deputy County Clerk
LOAN AGREEMENT
This Loan Agreement made and entered into as of the 30th
day of December, 1981, by and between the County of Weld, a county
of the State of Colorado, administered by its Board of County Com-
missioners (such County being hereinafter called the "Issuer" ) , and
Dos Gringos Land and Cattle Company, a general partnership estab-
lished under the laws of the State of California (the "Company") .
WITNESSETH:
WHEREAS, the County and Municipality Development Revenue
Bond Act (Sections 29-3-101 to 29-3-123) , as amended (the "Act") ,
has been enacted by the Legislature of Colorado; and
WHEREAS, the Act provides that the Issuer may issue reve-
nue bonds to make loans for the purpose of financing the acquisition,
construction, improvement or equipping of a project and pledge the
proceeds of loan agreements as security for the payment of principal
and interest of any bonds issued by the Issuer; and
WHEREAS, the Board of County Commissioners of the Issuer
adopted on February 23, 1981, a resolution giving preliminary approval
to the proposed issuance and sale of not to exceed $400, 000 Industrial
Development Revenue Bonds to finance a building to be owned by the
Company and leased by the Company to Great Plains Chemical Company,
Inc. , a Colorado corporation; and
WHEREAS, acting in reliance upon said resolution, the Com-
pany did proceed to acquire land and construct the project as con-
templated by said resolution, and the Company has now requested the
Issuer to issue $380, 000 of Development Revenue Bonds to provide
permanent financing for said project; and
WHEREAS, the Board of County Commissioners of the Issuer
has found and does hereby find that it is in furtherance of the pur-
poses of the Issuer and in the public interest for the Issuer to
issue $380 , 000 of Development Revenue Bonds as requested by the Com-
pany and loan the proceeds thereof to the Company , such Bonds to be
repaid from the payments to be made by or on behalf of the Company
under this Loan Agreement and the note evidencing the loan.
NOW, THEREFORE, for and in consideration of the premises
and the mutual covenants hereinafter contained, the parties hereto
agree as follows :
-2-
MI"Pf('I,1, I
DEP I.N 1 'l ioNS
SECTION 1 . Definition of Terms .
"Agreement" means this Loan Agreement as from time to time
supplemented and amended.
"Authorized Company Representative" means such person at
the time designated by written certificate furnished to the Issuer
containing the specimen signature of such person and signed on
behalf of the Company to act in behalf of the Company. Such Certi-
ficate shall designate an alternate or alternates .
"Bond" means the $380 , 000 aggregate principal amount of
the Issuer ' s Development Revenue Bond, Series A (Dos Gringos Proj -
ect) to be issued by the Issuer pursuant to the terms and conditions
of this Agreement.
"Bondholder " means The Colorado National Bank of Denver,
Denver, Colorado (sometimes herein called Colorado National Bank) ,
and its assignees as owner of the Bond .
"Building" means the building and all other improvements
forming a part of the Project which have tocii constructed on the
Land.
"Highest Lawful Pate" means the maximum nnnusnri nu5 inter-
est rate permitted from time to tme to he charged during the
Inclusion Period under applicable federal or Colorado law, which-
ever permits the higher lawful rate; provided, however, that in
the event (i) such maximum nonusurious interest rate shall at any
time or times during the term of the Series A Bond be reduced to
a rate less than the maximum nonusurious rate in effect on the
date of the Bond, and (ii) applicable law permits charging on the
Bond throughout the duration hereof the maximum nonusurious rate
in effect during the Inclusion Period, then, and at such times
the Highest Lawful Rate shall be the maximum nonusurious rate per-
mitted to be charged under applicable federal or Colorado law (which-
ever shall permit the higher lawful rate) in effect during the
Inclusion Period. All sums paid or agreed to be paid by the Company
for the use , forebearance or detention of any indebtedness under
this Agreement , the Note or the Mortgage, shall, to the extent per-
mitted by applicable law, be amortized, prorated, allocated and
spread throughout the full term of the Inclusion Period until pay-
ment in full . If the interest. rate otherwise provided with respect
to any indebtedness (the "Stated Rate" ) at any time would exceed
the Highest Lawful Rate , interest shall thereafter accrue on the
amount involved at the highest Lawful gate until the total
amount of interest accrued on the unpaid balance thereof shall
equal the amount of interest which would have accrued if the Stated
Rate had at all times been in effect.
" Inclusion Period" moans the period during which a partic-
ular interest rate shall he charged on the amount involved in the
computation .
-3-
"Land" means the real estate , interests in real estate,
and other rights described in Exhibit A hereto, together with all
additions thereto and substitutions therefor less such real estate,
interests in real estate, and other rights as may be released from
this Agreement or the Mortgage pursuant to the provisions thereof
or taken by the exercise of the power of eminent domain as provided
in this Agreement or the Mortgage .
"Mortgage" means the Mortgage of even date herewith to be
executed by the Company in favor of Colorado National Bank to secure
the Note , substantially in the form of Exhibit B attached hereto and
made a part hereof.
"Note" means the $380 , 000 principal amount Note of the
Company payable to Issuer referred to in Section 3 . 02 hereof, sub-
stantially in the form of Exhibit C attached hereto and made a part
hereof.
"Noteholder" means the Bondholder, who holds the Note as
security for the Bond.
"Permitted Encumbrances" means , as of any particular time :
(i) liens for ad valorem taxes and special assessments or install-
ments thereof not then delinquent; (ii) the Mortgage; (iii) undeter-
mined or inchoate liens and charges incidental to construction or
current operation which have not at the time been filed pursuant to
law, (iv) utility, access and other easements and rights-of-way ,
restrictions and exceptions that an independent engineer or the
Authorized Company Representative certifies will not interfere with
or impair the operations being conducted in the Building (or , if no
operations are being conducted therein, the operations for which the
Building was designed or last modified) ; and (v) such minor defects ,
irregularities , encumbrances , easements, rights-of-way, and clouds
on title as normally exist with respect to properties similar in
character to the Project and as do not materially impair the use of
the property affected thereby for the purpose for which it was
acquired or is held by the Company and previously approved in writ-
ing by the Bondholder.
"Prime Rate" means the fluctuating rate per annum equal
to the prime commercial lending rate of Colorado National Bank,
Denver, Colorado, as announced from time to time by such such Bank
at its principal office in Denver, Colorado, each change in such
prime commercial lending rate to be effective on the date so
announced.
"Project" means the Land and the Building as they may at
any time exist .
-1_
ARTICLE 11
REPRESENTATIONS AND WARRANTIES
SECTION 2 . 01 . Representations and Warranties of the
- n Issuer. The Issuer makes the following representations and war-
ranties as the basis for the undertakings on its part herein con-
tained.
(a) The Issuer is a duly organized and existing
county of the State of Colorado . Under the provisions
of the Act, the Issuer has the power to enter into the
transactions contemplated by this Agreement and to
carry out its obligations hereunder . By proper corpo-
rate action, the Issuer has been duly authorized to
execute and deliver this Agreement and to issue the
Bond.
(b) The Issuer will issue the $380 , 000 principal
amount Bond and loan the proceeds therefrom to the Com-
pany for the purpose of financing the cost of acquiring
(by purchase and construction) and improving the Proj-
ect (which acquisition and improvement are hereinafter
referred to in terms of "acquisition" of the Project) ,
all for the purpose of promoting the development of the
Issuer, providing employment opportunities for the
inhabitants of the Issuer, increasing the Issuer' s com-
merce, and adding to the welfare and prosperity of the
Issuer and that of its inhabitants .
(c) The Bond will mature , bear interest , be pre-
payable and otherwise have the same terms and provisions
as the Note . The Note will be assigned and the Mortgage
made to the Noteholder in order to pay and to secure the
payment of the principal of, premium, if any , and inter-
est on the Bond.
(d) The Issuer covenants that it will not assign
or pledge the payments required hereunder and other
amounts derived from the Project other than to secure
the Bond.
(e) The Project will at all times during the term
of this Agreement be located within the Issuer ' s corpo-
rate boundaries.
( f) The Issuer hereby determines that the Project
is of the type permitted by the Act and the Issuer is
issuing the Bond to accomplish the financing of the
Project in furtherance of the purposes of the Issuer
and in the public interest.
-5-
SEC'T'ION 2 . 02 . Representations , Warranties and Agree-
ments . _.- is
The Company represents , warrants and agrees as thee basis
for the undertakings on its part herein contained:
(a) The Company is a general partnership duly
formed under the laws of the State of California and
qualified to do business in the State of Colorado under
the laws of Colorado, has power to enter into this
Agreement , and by proper act: ion has duly authorized the
execution and delivery of this Agreement , the Note and
the Mortgage .
(b) The Company presently intends that the Project
will be operated as a facility for processing, storing,
warehousing or distributing products of agriculture , min-
ing or industry through the date on which the Bond has been
fully paid and is no longer outstanding.
(c) The Company will not use any of the funds loaned
to it by the Issuer hereunder in such a manner as to, or
take any action which would, impair the exemption of inter-
est on the Bond from federal income taxation.
(d) Neither the execution and delivery of this Agree-
ment, the consummation of the transactions contemplated
hereby, nor the fulfillment of or compliance with the terms
and conditions of this Agreement, conflicts with or results
in a breach of any of the terms , conditions , or provisions
of any restriction or any agreement or instrument to which
the Company is now a party or by which it is bound, or con-
stitutes a default under any of the foregoing, or results
in the creation or imposition of any lien, charge , or
encumbrance whatsoever upon any of the property or assets
of the Company under the terms of any instrument or agree-
ment.
(e) The Project consists and will consist of. the Land
and the Building and no changes shall he made in the Project
which will affect the qualification of the Project as a
"project" under the Act or impair the exemption of interest
on the Bond from federal income taxation.
(f) This Agreement , the Note and the Mortgage are and
shall he legal , valid and binding agreements , each enforce-
able in accordance with its terms .
( g) The prior- approval by the Issuer to the Company
has induced the Company to locate the Project in the Issuer.
(h) Acquisition and construction of the Project com-
menced subsequent to the date upon which the governing
body of the Issuer adopted a resolution granting prelimi-
nary approval for the issuance of its bonds for the purpose
of financing the cost: of t=hn Project .
( i) The Company is lawfully seized of the fee simple
title in and to the Project and has a good right to grant
and convey the same and that the lien of the Mortgage
shall be a first, prior and superior lien and encumbrance
on the Project subject only to Permitted Encumbrances and
that the Company hereby warrants and agrees that it will
defend fee simple title thereto against the lawful claims
of all persons .
(j ) The Land has been acquired and construction of
the Building thereon has been substantially completed and
all costs of such acquisition and construction have been
paid or payment provided for , and the total cost of such
acquisition and construction, together with the costs to
be paid by Company in connection with the issuance of the
Bond , is not less than $380 , 000 .
ARTICLE III
THE LOAN, THE NOTE AND THE MORTGAGE
SECTION 3 . 01 The Loan, Loan Repayments and Other Pay-
ments .
(a) The Issuer covenants and agrees , upon the terms
and conditions in this Agreement, to lend to the Company,
the entire proceeds received by the Issuer from the sale
of the Bond. Such proceeds shall be delivered to Company
immediately after issuance of the Bond.
(b) To repay the loan , the Company covenants and
agrees to make all payments when due on the Note.
(c) The Company further covenants and agrees to pay
all taxes and assessments , general or special , concerning
or in any way related to the Project, or any part thereof,
and any other governmental charges and impositions what-
soever , foreseen or unforeseen , and all utility and other
charges and assessments .
(d) The Company covenants and agrees that it will at
its own expense (i) keep the Project in as reasonably safe
condition as its operations shall permit and ( ii) keep the
Project in good repair and in good operating condition,
ordinary wear and tear excepted , making from time to time
all necessary repairs thereto and renewals and replace-
ments thereof.
(e) The Company covenants and agrees that (i) the
Project will be considered as an asset of the Company for
the purposes of application of its insurance practices and
as such will be insured in an amount at least equal to the
-7-
insurable value thereof, for fire and such other risks
as may be included in the broadest form of extended
coverage insurance from time to time available , and main-
tain comprehensive general liability insurance and prop-
erty damage liability insurance for personal injury,
products liability or damage or destruction of property
occurring in or about the Project with insurance com-
panies and in amounts in compliance with the terms of
the Mortgage, and ( ii) it will either self-insure with
respect to worker ' s compensation coverage in accordance
with Colorado law, maintain worker ' s compensation cov-
erage in accordance with Colorado law, or cause the same
to be maintained in accordance with Colorado law.
( f) In the event the Company should fail to make
any of the payments required in this Section, the item
or installment so in default shall continue as an obli-
gation of the Company until the amount in default shall
have been fully paid, and the Company agrees to pay the
same with interest thereon until paid at the Highest
Lawful Rate .
SECTION 3 . 02 . The Note . Concurrent with the sale and
delivery by the Issuer of the Bond, the Company shall execute and
deliver to the Issuer (subject to the provisions of Section 3 . 05
hereof) the Note . The Note will be in substantially the form
attached hereto as Exhibit C.
The Note will be assigned to Bondholder immediately after
delivery to Issuer . Payment by the Company to the Bondholder in
accordance with the provisions of the Note .shall constitute payments
of such amounts on the Note under Section 3 . 01 hereof. The Bond
shall be payable from payments made by the Company to the Bondholder
of the principal of and interest on the Note delivered hereunder.
All payments by Company shall be in the full amount required under
the Note , in immediately available funds to the Noteholder.
All payments by the Company on the Note shall be treated
as like payment of principal of or interest on the Bond or other
pavment dun under the Pond .
SECTION 3 . 03 . The Mortgage. Concurrent with the sale
and delivery by the issuer of the Bond and the execution and delivery
of the Note , the Company shall execute and deliver to the Bondholder
(subject to the provisions of Section 3 . 05 hereof) the Mortgage as
security for the payment of the Note . The Mortgage shall contain
the provisions and be in the form attached hereto as Exhibit B and
made a part hereof .
_ g_
SECTION 3 . 04 . No Defense ense or Set-off. The obligations igations of
the Company to make the payments required hereunder and under the
terms of the Note shall be absolute and unconditional without defense
or set-off by reason of any default by the Issuer under this Agree-
ment or the Mortgage or under any other agreement between the Com-
pany and the Issuer or for any other reason, including, without limi-
tation, any acts or circumstances that may constitute failure of con-
sideration, eviction or constructive eviction, destruction of or
damage to the Project, commercial frustration of purpose , any change
in the tax or. other laws or administrative rulings of or administra-
tive actions by the United States of America or the State of Colorado
or any political subdivision of either, or any failure of the Issuer
to perform and observe any agreement, whether express or implied, or
any duty , liability, or obligation arising out of or connected with
this Agreement, it being the intention of the parties that the pay-
ments required hereunder and by the Note will be paid in full when
due without any delay or diminution whatsoever.
SECTION 3 . 05 . Assignment of Issuer ' s Rights . To provide
for payment of the Bond , the Issuer does hereby assign to the Bond-
holder the Issuer ' s rights under this Agreement. Company hereby
agrees to such assignment. The Bondholder shall have full right to
enforce this Agreement and the Note and to bring suit in law or
equity in its own name for such purpose to the same extent as the
Issuer could do .
ARTICLE IV
SPECIAL COVENANTS
SECTION 4 . 01. Company covenants that there are no indus-
trial development bonds now outstanding with respect to facilities
located in Weld County, Colorado, of which facilities Company or any
related person is the principal user. For this purpose, the terms
"industrial development bonds" and "related person" shall mean the
same as those terms are defined in Section 103 of the Internal
Revenue Code of 1954 , as amended, and applicable regulations there-
under.
SECTION 4 . 02 . Company covenants and agrees that, so long
as the Bond is outstanding, Company will maintain its partnership
existence and will not amend or modify its Agreement of Partnership
and will not dissolve or otherwise dispose of all or substantially
all of its assets whether in one transaction or a series of trans-
actions and will not consolidate with or merge into another entity
or permit one or more other entities to consolidate with or merge
into Company without the prior written consent of the Bondholder.
-9-
SECTION 4 . 03 . Company covenants and agrees to notify Issuer.
and Bondholder of any Event of Default hereunder promptly after the
occurrence of such Event of Default.
SECTION 4 . 04 . Company covenants and agrees to furnish
to Bondholder as soon as available and in any event within ninety
( 90) days after the end of e.Hnh fiscal rear of company, a balance
sheet of Company and related statements of earnings and other
related statements , and if requested by Bondholder, to furnish
to Bondholder quarterly financial statements within thirty ( 30)
days after the end of the first three quarters of each year, all
such statements to be certified as correct by the chief financial
officer of Company and accompanied by a certificate of such offi-
cer that the Company is not in default under the Loan Agreement ,
the Note or the Mortgage .
SECTION 4 . 05 . Company covenants and agrees to provide to
Bondholder or Issuer , such additional documents , including security
agreements , mortgages or deeds of trust, as Bondholder may reasonably
require to carry out the intent of the financing transaction evidenced
by this Agreement.
SECTION 4 . 06 . Company covenants and agrees to cause Great
Plains Chemical Company, Inc. , as Lessee of the Project, to assume and
carry out all of Company ' s obligations hereunder with respect to
the Project.
SECTION 4 . 07 . The covenants and agreements made by Com-
pany under this Article IV may be waived, either temporarily or
permanently, by the written consent of the Bondholder.
SECTION 4 . 08 . The Company covenants and agrees that it
will not take any action or permit any action to be taken by any
related person, which will cause the interest on the Bond to become
subject to federal income taxes pursuant to the provisions of Sec-
tion 103 (b) of the Internal Revenue Code so long as the Bond is out-
standing, provided that the Company shall not have violated this
covenant if the interest on the Bond becomes taxable to a person
who is a substantial user of the Project or a related person pur-
suant to the provisions of Section 103 of the Internal Revenue Code.
The terms "substantial user" and "related person" as used herein
shall have the meaning ascribed to them in Section 103 (b) of the
Internal Revenue Code and applicable regulations thereunder .
ARTICLE; V
EVENTS OP' DEFAULT AND REMEDIES
SECTION 5 . 01. Events of Default . The following shall
constitute Events of Default under this Agreement, the Note and
the Mortgage :
(a) failure by the Company to pay when due any
installment of principal or interest required to be paid
under, the Note or failure by the Company to pay when due
any amounts due to the holder of the Note or to the holder
of the Bond under the terms of this Loan Agreement; or
(b) failure by the Company to observe and perform
its obligations under Section 4 . 02 hereof ; or
(c ) failure by the Company to observe and perform
any covenant , condition or agreement on its part to be
observed or performed in this Loan Agreement , the Note
or the Mortgage, other than as referred to in (a) or
(b) above, for a period of thirty ( 30) days after written
notice specifying such failure and requesting that it be
remedied has been given to the Company by the Authority or
the Bondholder ; or
(d) if any representation, certification or war-
ranty made in writing by or on behalf of the Company in
this Agreement , the Note , the Mortgage or any other docu-
ment or certificate delivered by the Company in connec-
tion with the delivery and sale of the Bond or any finan-
cial statement shall prove to have been false or incorrect
in any material respect on the date as of which made; or
(e) if the Company shall default (as principal or
guarantor or other surety) in the payment of any principal
of or premium, if any , or interest on any indebtedness
reflected on the financial statements of the Company or
with respect to any term of any evidence of such indebted-
ness or of any mortgage, indenture or other agreement
relating thereto, and such default shall continue for
more than the period of grace , if any , specified therein,
and shall not have been waived pursuant thereto and the
Company rshatl not be contenting) in good faith the exis-
tence of such default; or
(f) to the extent permitted by law, if the Company
shall :
( 1) admit in writing its inability to
pay its debts generally as they
becomo duo ; or
( 2 ) file a petition in bankruptcy
to be adjudicated a voluntary
-11 -
1) nkrupt <n I it ', r :; imi l .rr
petition unrlpr piny in '.o1vLny
acl ; or
( 3) make an assignment for the ben-
efit of its creditors ; or
( 4) consent to the appointment of
a receiver of itself or of the
whole or any substantial part
of its property; or
( 5) enter into an agreement of com-
position with its creditors ; or
(g) to the extent permitted by law, if the Company
shall file a petition or answer seeking reorganization or
arrangement of the Company under the Federal bankruptcy
laws or any other applicable law or statute of the United
States of America or any State thereof ; or
(h) to the extent permitted by law, if the Company
shall , on a petition in bankruptcy filed against it, be
adjudicated a bankrupt or if a court of competent juris-
diction shall enter an order or decree appointing without
the consent of the Company , a receiver or trustee of the
Company or of the whole or substantially all of its prop-
erty , or approving a petition filed against it seeking
reorganization or arrangement of the Company under the
Federal bankruptcy laws or any other applicable law or
statute of the United States of America or any State
thereof, or of Canada or any Province thereof, and such
adjudication, order or decree shall not be vacated or
set aside or stayed within 90 days from the date of the
entry thereof; or
(i) if any final judgment against the Company for
money shall remain unsatisfied for more than thirty ( 30 )
days .
SECTION 5 . 02 . Remedies on Default. Whenever any Event
of Default shall have happened and is subsisting, the Issuer or the
Bondholder shall have such remedies as are provided for in this Loan
Agreement, the Note and the Mortgage and such other remedies as may
be permitted by law.
SECTION 5 . 03 . Agreement to Pay Attorneys ' Fees and
Expenses . In the event the Company should default under any of the
provisions of this Agreement, the Note or the Mortgage; and the
Issuer or the Bondholder should employ attorneys or incur other
expenses for the collection of the payments due under this Agreement
or the Note or the Mortgage or the enforcement of performance or
observance of any obligation or agreement on the part of the Company
contained in this Agreement , the Note or the Mortgage , the Company
agrees that it will on demand therefor pay to the Issuer or the Bond-
holder, the reasonable inn of such attorneys and such other expenses
so incurred by the I ancr or Yhe tondhn> icier .
- 12 -
AR'T'ICLE vi
PREPAYMENT OF TILE NOTE
SECTION 6 . 01 . Option to Prepay the Note. The Company
shall have the option to prepay
all. or any part
of the principal of
the Note at any time , without penalty or restriction . All payments
on the Note in excess of the required payments shall he applied first
to accrued interest and then to principal . Prepayments shall be
applied upon the last maturing monthly installment and shall not
reduce the amount of the monthly payments required under the Note
until the entire principal amount and accrued interest thereon have
been paid in full.
SECTION 6 . 02 . Mandatory Prepayment of the Note .
(a) If, for any reason, the Company receives notice
from the Bondholder as to a "Determination of Taxability"
(herein the "Determination" ) as such is hereinafter
defined, the Company shall be required to prepay the Note
in whole and within three ( 3) months after receipt of
such notice, the Company shall pay to the Bondholder the
full unpaid principal amount of the Note, plus (i) inter-
est accrued thereon to date of payment, and (ii) an amount
equal to interest on the unpaid principal from the Event
of Taxability to date of full payment, at a rate equal to
the Prime Rate plus 1 1/2% , less interest already paid at
the 9% rate in the Note , but in no event shall the total
interest exceed the highest Lawful Rate .
(b) A "Determination of Taxability" shall mean the
issuance of a statutory notice of deficiency by the
Internal Revenue Service (or its successors) which holds
in effect that the interest payable on the Bond is includ-
able in the gross income of the Bondholder (other than
because the holder is a substantial user or related per-
son as such are defined in the Internal Revenue Code) by
reason of a change of law or any determination, decision
or decree made in regard to Section 103 of the Internal
Revenue Code of 1954 , as amended, by the Commissioner or
any District Director of the Internal Revenue Service or
by any court of competent jurisdiction or any other
reason including any actions or inactions of the Company.
(c) An "Event of Taxability" shall mean that point
in time, as specified in the Determination , that the
interest payable on the Bond becomes includable in the
gross income of the Bondholder (other than because the
holder is a substantial user or related person as such
are defined in the Internal Revenue Code) .
-1 l-
ARTICLE VII
MISCELLANEOUS
SECTION 7 . 01 . Notices . All notices , certificates , or
other communications shall be sufficiently given and shall be deemed
given on the second day following the day on which the same have
been mailed by certified mail , postage prepaid, addressed as follows :
If to the Issuer, at Board of County Commissioners , Weld County,
Centennial Building, Greeley, Colorado 80631; if to Company, to
Robert C. Hummel , P.O. Box BB , Greeley , Colorado 80631, if to Bond
holder, at Colorado National Bank , 17th and Champa Streets , Denver,
Colorado 80202 , Attention Jeff Bates . A duplicate of each notice ,
certificate , or other communication given hereunder by either the
Issuer or the Company to the other shall also be given to the Bond-
holder. The Issuer, the Company and the Bondholder may, by notice
given hereunder, designate any further or different addresses to
which subsequent notices , certificates or other communications shall
be sent.
SECTION 7 . 02 . Assignments . This Agreement may not be
assigned by either party without consent of the other, except that
the Issuer has assigned to the Bondholder its rights under this
Agreement as provided by Section 3 . 05 hereof, and the Company may
assign to any transfereee or any surviving or resulting entity its
rights under this Agreement if authorized by Section 4 . 02 hereof.
SECTION 7 . 03 . Severability . In the event any provision
of this Agreement shall be held invalid or unenforceable by any
court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.
SECTION 7 . 04 . Amendments , Changes and Modifications .
Except as otherwise provided in this Agreement, the Mortgage or
the Note, subsequent to the issuance of the Bond and prior to its
payment in full , this Agreement , the Mortgage and the Note may not
he effectively amended, changed , modified , altered or terminated
without the prior written consent of the Bondholdn .
SECTION 7 . 05 . Governing Law. This Agreement shall be
governed exclusively by and construed in accordance with applic-
able laws of the State of Colorado and the United States of America .
SECTION 7 . 06 . Term of Agreement . This Agreement shall
be in full force and effect from the date hereof and shall continue
in effect so long as the Bond is unpaid or any amounts remain owing
or are outstanding pursuant to the terms of this Agreement or the
Mortgage. All representations and certifications by the company as
to all matters affecting the tax-exempt status of the Bond and the
obligations of Company under Section 6 . 02 hereof shall survive the
termination of this Agreement.
- 11 -
IN WITNESS WHEPEOV, the Issuer and the Company have caused
this Agreement to he executed by their duly authorized representa-
tives , all as of the date first above written .
COUNTY OF WELD, COLORADO
By :
di
ChTirman of Bard of County
Commissioners
ATTEST:
Weld ounty Clerk
DOS GRINGOS LAND AND CATTLE COMPANY
By:
A General Partner
-15-
Exhibit B
MORTGAGE
THIS MORTGAGE (the "Mortgage" ) made as of the 30th day of
December, 1981 , by and between Dos Gringos Land and Cattle Company,
a General Partnership organized and existing under the laws of the
State of California (the "Mortgagor" ) and The Colorado National Bank
of Denver , a national banking association duly organized and existing
by virtue of the laws of the United States of America and its succes-
sors and assigns ( the "Mortgagee" ) , as purchaser of the Bond and
holder of the Note hereinafter described .
WITNESSEII'II :
WHEREAS, pursuant to the provisions of Sections 29-3-101
to 29-3-123 , Colorado Revised Statutes , as amended (the "Act" ) , the
County of Weld, Colorado (the "Issuer" ) has entered into a Loan
Agreement, dated as of even date herewith (the "Loan Agreement" )
with the Mortgagor pursuant to which the Issuer has agreed to issue
its Development Revenue Bond , Series A (Dos Gringos Project) , in the
principal amount of Three Hundred Eighty Thousand Dollars ($380 , 000)
(the "Bond" ) , to provide funds to finance the acquisition and con-
struction of a project consisting of land and a building within the
limits of the Issuer (such land and building being herein called
the "Project") ; and
WHEREAS , the Issuer has authorized pursuant to the Resolu-
tion of its Board of County Commissioners , adopted and approved on
December 16 , 1981 , the issuance and sale to the Mortgagee of the
Bond , pursuant to the terms of the Loan Agreement; and
WHEREAS , the Loan Agreement provides that the Issuer will
lend the proceeds from the sale of the Bond to the Mortgagor and
that Mortgagor will execute and deliver to the Issuer its Note for
$380 , 000 evidencing the obligation of Mortgagor to make loan repay-
ments in amount sufficient to pay the principal of and interest on
the Bond as and when the same become due ; and
WHEREAS , the Loan Agreement provides that as a condition
to the issuance of the Bond and the loan of the proceeds thereof
to the Mortgagor to secure performance by the Mortgagor of its obli-
gations under the Loan Agreement, the Mortgagor will execute and
deliver this Mortgage to the Mortgagee; and
WHEREAS , the Issuer and the Mortgagee have required the
execution and delivery of this Mortgage as a condition to the issu-
ance and purchase , respectively , of the Bond and the disbursement
of the proceeds thereof by the Mortgagee to the Mortgagor; and
WHEREAS , the Bond and Note are both dated the date hereof
and the last stated maturity of the Bond and the Note is January 1,
1997 .
NOW , THEREFORE, for the purposes of securing the payment of
all amounts now or hereafter advanced pursuant to the Loan Agreement
and the Note or owing under the Bond, the Loan Agreement, the Note or
this Mortgage and the faithful performance of all covenants , condi-
tions , stipulations and agreements in the Note , the Bond, the Loan
Agreement and this Mortgage contained and in consideration of the
premises , the loan of proceeds by the Issuer and good and valuable
consideration, the receipt whereof is hereby acknowledged, the Mort-
gagor has executed and delivered this Mortgage to the Mortgagee and
the Mortgagor does hereby grant , bargain, sell , convey, transfer,
assign , set over, mortgage and warrant to the Mortgagee , its succes-
sors and assigns forever, all and singular, the following described
properties , whether now owned or hereafter acquired (herein collec-
tively called the "Mortgaged Property" ) :
A. The parcel of Land (hereinafter called the "Land" )
located in Weld County, Colorado, more particularly described in
Exhibit A attached hereto and made a part hereof;
B . All buildings , structures , additions , improvements
and appurtenances now standing or at any time hereafter constructed
or placed upon the Land (hereinafter called the "Building" ) ;
C. All fixtures and articles of personal property of every
kind and nature that may belong to, be or hereafter become an inte-
gral part of any buildings or structures upon the Land, and all addi-
tions , accessions , increases , parts , replacements , substitutions ,
repairs and proceeds of such items, all of which shall be construed
as fixtures and will be conclusively construed and presumed to be a
part of the Mortgaged Property;
D. All tenements , hereditaments , easements , rights of way,
rights , privileges and appurtenances to the Land, belonging or in any
way appertaining thereto , and all claims or demands of the Mortgagor
either in law or inequity, in possession or expectancy of, in or to
the Land;
E . Any and all leases , subleases , licenses , concessions
or grants of other possessory interests now or hereafter in force ,
oral or written, covering or affecting the Land or any Buildings or
improvements belonging or in any wise appertaining thereto , or any
part thereof;
P. All the rents , issues , uses , profits , condemnation
awards , insurance proceeds and other rights and interests now or here-
after belonging or in any way pertaining to the Land or Building or any
building or improvement now or hereafter located thereon and each and
every lease , sublease and agreement mentioned in the foregoing para-
graph and every right, title and interest thereunder, from the date
of this Mortgage until the terms hereof are complied with and ful-
filled;
-2-
' c1:THfp with the reversions , remainders and benefits and
all other revenues , rents , earnings , issues and income and profits
arising or to arise out of or to be received or had of and from the
Mortgaged Property arc intended so to be or any part thereof and
all the estate , right , title , interest and claims , at law or in equity
which the Mortgagor nor or may hereafter acquire or be or become
entitled to in and to the aforesaid properties and any and every
part thereof.
The above described Mortgaged Property is hereby declared
to be subject to the lien of this Mortgage as security for the pay-
ment of the aforementioned indebtedness .
TO HAVE AND TO HOLD all and singular, the Mortgaged Prop-
erty , whether now owned or hereafter acquired, under the Mortgagee ,
its successors and assigns forever; provided, however, that this
Mortgage is upon the expressed condition that if the Mortgagor shall
pay or cause to be paid all indebtedness secured hereby and shall
keep, perform and observe all and singular the covenants and promises
in the Note , the Loan Agreement and in this Mortgage expressed to be
kept, performed and observed by the Mortgagor, then this Mortgage
and the rights hereby granted shall cease , determine and be void,
otherwise to remain in full force and effect.
As additional security for the payment of the Note and
the Bond, the Mortgagor hereby further covenants , warrants and agrees
with the Mortgagee as follows :
SECTION 1 . Terms Defined.
All words and phrases defined in Article I of the Loan
Agreement shall have the same meaning in this Mortgage, unless the
context clearly otherwise requires . In addition, the following words
and phrases shall have the following meanings :
"Net Proceeds" , when used with respect to any insurance or
condemnation award, means the gross proceeds from the insurance or
condemnation award remaining after payment of all expenses (includ-
ing attorneys ' fees and any extraordinary expenses of the Mortgagee)
incurred in the collection of such gross proceeds.
SECTION 2 . Title to the Mortgaged Property and the Status
of the of this Mortgage ; Maintenance of Lien ; Recording; Fur-
ther _._
then Assurances .
_ - - - -
The Mortgagor represents , warrants and agrees that :
(a) The Mortgagor is lawfully seized of the fee simple
title in and to the Land and the Mortgagor has a good right to grant
and convey the same ; the lien of this Mortgage is a first , prior and
superior lien and encumbrance on the Land, subject only to Permitted
Encumbrances, and the Mortgagor hereby warrants and will defend fee
simple title thereto against the lawful claims of all persons , sub-
ject only to such Permitted Encumbrances .
(b) The lien created by this Mortgage is a first and prior
lien on the above described Mortgaged Property and Mortgagor will
keep said premises and the rights , privileges and appurtenances
thereto, free from all lien claims of every kind whether superior or
inferior to the lien of this Mortgage, except Permitted Encumbrances ,
and if any such lien shall be filed, Mortgagor, within twenty (20) days
after such filing shall cause same to be discharged by payment or
bonding or adequate reserves maintained in escrow with the Mort-
gagee . Mortgagor further agrees to protect and defend the title and
possession of the Mortgaged Property so that this Mortgage shall be
and remain a first lien thereon until the Bond be fully paid, or if
foreclosure sale be had hereunder so that the purchaser at said sale
shall acquire good title in fee simple to said premises free and
clear of all liens and encumbrances , except Permitted Encumbrances .
(c) The Mortgagor will , at its expense , cause this Mort-
gage to be filed and take all necessary action to maintain and pre-
serve the lien of this Mortgage so long as the Bond remains outstand-
ing.
(d) The Mortgagor will do , execute , acknowledge and deliver,
or cause to be done , executed, acknowledged and delivered, all such
further acts , deeds , conveyances , mortgages, assignments , transfers
and assurances as the Mortgagee reasonably may require for the better
assuring, conveying, mortgaging, assigning and confirming unto the
Mortgagee all and singular the Mortgaged Property as now or hereafter
constituted.
SECTION 3 . Loan Repayment Installments Under the Note .
The Mortgagor agrees to pay the $380 , 000 principal amount
loaned and interest thereon as provided in the Note and to pay all
other amounts required by the Loan Agreement, Note, the Bond and this
Mortgage in accordance with their respective terms .
SECTION 4 . Taxes and Assessments .
The Mortgagor agrees to promptly pay before the same become
delinquent :
(a) All taxes , liabilities , charges , impositions and
assessments of every type or nature at any time levied and assessed
upon or against the Mortgaged Property;
(b) All other claims which might or could become a lien
on the Mortgaged Property or any part thereof equal or prior to the
lien of this Mortgage;
(c) All taxes , assessments or impositions upon this Mort-
gage or on the interest of the Issuer or the Mortgagee herein, or
upon the Note or the debt secured hereby.
-4-
Provided, however, that no such tax, liability , charge , assessment,
imposition or claim need be paid so long as the validity thereof is
being contested in good faith by appropriate proceedings and in a
manner not to jeopardize any of the Mortgaged Property or subject
the Issuer or Mortgagee to any liability and adequate reserves are
maintained by the Mortgagor with the Mortgagee in escrow to assure
full payment thereof.
SECTION 5 . Insurance Required to be Carried.
The Mortgagor shall take up and continuously maintain in
effect at its sole cost and expense, or shall cause to be maintained
in effect , insurance on the Mortgaged Property against such risks as
are customarily insured against by businesses of like size and type ,
including, at a minimum, but not necessarily limited to insurance
covering all buildings , structures and improvements now situated or
which hereinafter may be erected or placed upon the Land against loss
or damage resulting from fire and such other risks as may be included
in the broadest form of extended coverage insurance from time to
time available. Such insurance coverage shall be in an amount not
less than necessary to comply with the applicable co-insurance clause
percentage, but in no event shall the amounts of coverage be less
than 80% of the full insurable value thereof, as such amount may be
or appear from time to time. Such policy shall be endorsed with a
standard mortgagee clause with loss payable to the Mortgagor and the
Mortgagee as their respective interests may appear. Any such policy
may have a deductible amount of not more than $2 , 500. Such insur-
ance policy shall provide that all proceeds of insurance resulting
from any loss or damage covered thereby shall be paid to the Mort-
gagee and that all claims may be adjusted by the Mortgagor with the
approval of the Mortgagee. No policy of insurance shall be written
so that the proceeds thereof shall be less than the minimums required
by this paragraph, whether by co-insurance or otherwise .
All such insurance shall be issued by one or more recog-
nized, financially sound and responsible insurance companies and
which are qualified under the laws of the State of Colorado to assume
the risk covered by such policy and shall provide that coverage evi-
denced thereby shall not be cancelled, reduced or materially modi-
fied without thirty ( 30) days prior written notice to the Mortgagee.
Upon delivery of this Mortgage and thereafter not less than
15 days prior to the expiration dates of any policies , certificates
issued by the respective insurers of the policies provided for in
this Section shall be delivered by the Mortgagor to the Mortgagee.
In addition, the Mortgagor shall deliver the originals of all poli-
cies , including additional and renewal policies , to the Mortgagee,
and, in the case of insurance about to expire , shall deliver renewal
policies not less than fifteen ( 15) days prior to their respective
dates of expiration . If requested in writing by the Mortgagee , the
Mortgagor shall furnish the Mortgagee with a schedule of premium
payment dates and receipted bills or other evidence satisfactory to
-5-
the Mortgagee of the payment when due of all premiums for all poli-
cies of insurance at any time required to be maintained hereunder .
Any insurance maintained by the Mortgagor pursuant hereto
may be evidenced by one or more blanket insurance policies covering
the Mortgaged Property and other property or assets of the Mort-
gagor, provided that any such policy shall specify that portion of
the total coverage of such policy that is allocated to such Mort-
gaged Property and shall in all other respects comply with the
requirements of this Section .
Upon the happening of any loss or damage covered by any
such policy, from one or more of the causes insured against, the
Mortgagor shall make due proof of loss containing a power of attor-
ney in favor of the Mortgagee to endorse all drafts drawn for the
payment thereof to the order of the Mortgagor , and to sign receipts
therefor, and shall do all things necessary or desirable to cause
the insuring companies to make payment in full directly to the Mort-
gagee .
SECTION 6 . Application of Proceeds of Insurance.
The proceeds of insurance carried pursuant to the first
paragraph of Section 5 shall be applied as provided in Section 7
hereof.
SECTION 7 . Damage or Destruction.
If the Mortgaged Property or any part thereof is destroyed
in whole or in part or is damaged by fire or other casualty, the
Mortgagor shall promptly give written notice thereof to the Mort-
gage. All proceeds of insurance resulting from claims for such
losses shall be paid to and held by the Mortgagee pending disburse-
ment pursuant hereto and used and applied by the Mortgagee as fol-
lows :
1. In the event the damage or destruction is less than
substantially all of the Mortgaged Property, the Mortgagor will pro-
ceed promptly to repair, rebuild or restore the Mortgaged Property
to substantially the same condition as it existed prior to the event
causing such damage or destruction , with such changes , alterations
and modifications ( including the substitution and addition of other
property) as may be desired by the Mortgagor and as will not impair
the operating unity or capacity or the value of the Project for the
purpose for which it was intended . in the event that all of the
following conditions are fiil f i I lyd : (A) no event of default has
occurred and is continuing under this Mortgage or the Note or the Loan
Agreement, (B) the insurer does not deny liability , and (C) the Mort-
gagee is given satisfactory evidence that by expenditure of the insur-
ance proceeds together with any funds deposited by the Mortgagor for
such purposes the damage to the Mortgaged Property can be fully repaired,
free and clear of al.l liens except the lien hereof , then, in such event,
the Mortgagee shall apply so much as may he necessary of the Net Pro-
ceeds of such insurance to the payment or reimbursement of the costs
of such repair, rebuilding or restoration, either on completion
thereof or as the work progresses , upon certification by the Mort-
gagor of such costs for work in place and which certification shall
set forth in substance that (a) the sum then directed to be applied
either has been paid by the Mortgagor, or is justly due , to con-
tractors , subcontractors , materialmen, engineers , architects or other
persons who shall have rendered services or furnished materials or
improvements for the rebuilding, repairing or restoring as therein
specified; the names of such persons , a brief description of such
services or materials or improvements and the several amounts so
paid or due to each of such persons ; and a statement that none of
the costs of the services or materials or improvements described in
such certificate has been or is being made the basis in any previous
or then pending direction for payment under this Section and that
the sum then directed to be applied does not exceed the value of
the services or materials or improvements described in the certifi-
cate , and (b) that, except for the amount , if any stated (pursuant
to (a) preceding) in such certificate to be due for services or mate-
rials or improvements , there is not outstanding any indebtedness
known to the persons signing such certificate which is then due for
labor, wages , materials , supplies or services in connection with the
repairing, rebuilding or restoring which, if unpaid might become the
basis of any mechanics ' or materialmen ' s liens (other than those
being contested in good faith by the Mortgagor) upon the Mortgaged
Property or any part thereof , and that no default has occurred under
the Note or this Mortgage which has not been remedied. In the event
said Net Proceeds are not sufficient to pay in full the costs of
such repair, rebuilding or restoration, the Mortgagor will nonethe-
less complete the work therefor and will pay that portion of the
costs thereof in excess of the amount of said proceeds . In the event
any Net Proceeds remain after payment of all the costs of such repair,
rebuilding or restoration , the same shall be used by the Mortgagee
to make partial prepayment of the Bond and of the Note . If the Bond
is no longer outstanding under the terms of the Resolution , such
remaining Net Proceeds will he paid to the Mortgagor.
2 . In the event all or substantially all of the Mortgaged
Property shall be damaged or destroyed and if no event of default
has occurred and is continuing under this Mortgage or the Agreement ,
the Mortgagor shall within 60 days after such damage or destruction,
elect one of the following two options by written notice of such
election to the Mortgagee :
(a) Option A--Repair and Restoration. The Mortgagor may
elect to repair , rebuild and restore the Mortgaged Property under
the same conditions and in the same manner provided for in the para-
graph ( 1) of this Section. In the event the Mortgagor shall elect
this Option A, the Mortgagor shall complete or cause the completion
of the repair , rebuilding or restoration of the Mortgaged Property,
in the same manner provided in paragraph ( 1) of this Section, whether
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or not the Net Proceeds; of insurance received by the Mortgagor or
the Mortgagee for such purposes are sufficient to pay for the same.
(b) Option B--Prepayment. The Mortgagor may elect to
have the Net Proceeds payable as a result of such damage to destruc-
tion applied to the prepayment of the sums payable under the Note as
provided therein.
3 . If an event of default hereunder or under the Note has
occurred and has not been cured, all Net Proceeds shall be applied
to payment of sums due hereunder and on the Note .
All moneys held by the Mortgagee under the provisions of
this Section shall be held in a separate trust account for such pur-
pose , and shall at the written request of the Mortgagor, be invested
or reinvested by the Mortgagee as specified by the Authorized Com-
pany Representative in such request in United States Government
obligations or accounts or obligations of Mortgagee. Any earnings
or profits on such investments shall be considered as part of the
Net Proceeds .
So long as the Bond remains outstanding, the Mortgagor
shall be obligated to continue to make all payments specified in
the Note notwithstanding any damage to or destruction of the Mort-
gaged Property or any part thereof. The Mortgagor shall not, by
reason of the payment of any excess costs , whether by direct pay-
ment thereof or advances to the Mortgagee therefor, be entitled to
any reimbursement or for any abatement or diminution of the amounts
otherwise payable under the Note .
SECTION 8 . Condemnation.
The Mortgagor, immediately upon obtaining knowledge of the
institution of any proceedings for the condemnation or taking of the
Mortgaged Property or any portion thereof for public or quasi-public
use , shall notify the Mortgagee of the pendency of such proceedings .
The Mortgagee may participate in any such proceedings and the Mort-
gagor from time to time will deliver or cause to be delivered to the
Mortgagee all instruments requested by it to permit such participa-
tion. The Mortgagor hereby irrevocably assigns to the Mortgagee all
right, title and interest of the Mortgagor in and to any proceeds of
any award , compensation or damages payable in any way as damages and/
or compensation for the taking of title to or possession of, or for
damage to or any portion of the Mortgaged Property by reason of any
condemnation, eminent domain , change of grade , or other proceeding.
Such Net Proceeds shall be repaid by the Mortgagee to the Mortgagor
only in accordance with the provisions of this Section:
1. In the event of the condemnation or taking of less
than all of substantially all of the Mortgaged Property, and if no
event of default has occurred and is continuing under. the Loan Agree-
ment, the Note or this Mortgage , the Mortgagee will cause said Net
Proceeds received by it to be applied in one or more of the following
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ways as shall be directed by the Mortgagor, but shall be disbursed
in the same manner and subject to the same conditions set forth in
paragraph (1) of Section 7 hereof;
(a) The restoration of the Mortgaged Property to sub-
stantially the same condition as it existed prior to the exercise
of said power of eminent domain;
(b) The acquisition, by construction or purchase, by the
Mortgagor, of other improvements of equal value and utility, equally
suitable for the operations of the Project on or adjacent to the
site of the Project, which improvements shall be deemed and be made
a part of the Mortgaged Property and subject to the lien of this
Mortgage and shall be acquired by the Mortgagor subject to no liens
or encumbrances prior to the lien of this Mortgage, other than Per-
mitted Encumbrances ; or
2 . In the event of the condemnation or taking of all or
substantially all of the Mortgaged Property and if no event of default
has occurred and is continuing under the Loan Agreement, the Note or
this Mortgage, the Mortgagor shall, within 60 days from the date title
to the Mortgaged Property or portion thereof condemned or taken vests '
in the party taking or condemning the same, elect one of the follow-
ing two options by written notice of such election to the Mortgagee.
(a) Option A--Repairs and Improvements . The Mortgagor
may elect to use the Net Proceeds of the award made in connection
with such condemnation or taking to be applied for the same purposes
set forth in subparagraph (a) , (b) or (c) of paragraph ( 1) of this
Section upon the same conditions and in the same manner therein pro-
vided.
(b) Option B--Prepayment. The Mortgagor may elect to
have the Net Proceeds payable as a result of such condemnation or
taking applied to the prepayment of the sums payable under the Note.
3 . Should there be an event of default hereunder or under
the Note which has not been cured, any Net Proceeds shall be applied
upon sums due hereunder and on the Note and the Loan Agreement.
So long as the Bond remains outstanding, the Mortgagor
shall be obligated to continue to make all payments specified in
the Note notwithstanding any condemnation or taking of the Mortgaged
Property or any part thereof.
The Mortgagor shall be permitted to negotiate a settlement
with the condemning authority in connection with the amount of such
award to be paid by reason of the taking by power of eminent domain
or by condemnation of the Mortgaged Property or any part thereof,
provided, however, that no agreement as to the amount of any such
award shall become final or binding upon the Mortgagee until con-
sented to in writing by the Mortgagee; provided, further, that the
Mortgagee shall not unreasonably withhold such consent, and provided,
further, that any award, whether paid as the result of a negotiated
-9-
settlement or judgment shall be paid to the Mortgagee, and the Mort-
gagee is hereby appointed attorney-in-fact for this purpose and as
such is fully authorized and empowered to receive , receipt for, dis-
charge and satisfy any such award and judgment on behalf of the
Mortgagor and such receipt, discharge and satisfaction shall be as
legally effective and binding as if given directly by the Mortgagor
or its successors in interest.
Any moneys held by the Mortgagee under the provisions of
this Section shall be held in a separate trust account and shall,
at the written request of the Mortgagor, be invested or reinvested
by the Mortgagee as specified by the Authorized Company Representa-
tive in such request in United States Government obligations or
accounts or obligations of Mortgagee . Any earnings or profits on
such investments shall be considered as part of the Net Proceeds.
SECTION 9 . Maintenance and Repair.
The Mortgagor shall at all times maintain, preserve and
keep the Mortgaged Property and every part thereof in good condi-
tion, repair and working order and will from time to time make all
needful and proper repairs thereto and renewals , replacements , addi-
tions, betterments and improvements thereto so that the value and
the operating efficiency thereof shall at all times be maintained
and preserved. The Mortgagor shall not commit or permit waste of
the Mortgaged Property or any part thereof, and shall not remove
or demolish nor alter or impair the design or structural character
of any building, structure, fixture, equipment or other improvements
now or hereafter situated upon the Project without the prior written
consent of the Mortgagee, and shall not do or permit any other act
or thing that will damage the Mortgaged Property or cause the same
or any part thereof to depreciate in value.
SECTION 10. Inspection of the Mortgaged Property.
The Issuer or the Mortgagee is authorized by itself , its
agents or workmen to enter at any time during normal working hours
upon any part of the Mortgaged Property situated for the purpose of
inspecting the same and for the purpose of performing any of the
acts it is authorized to perform under the terms of this Mortgage
and the Loan Agreement.
SECTION 11. Compliance with Laws.
The Mortgagor shall furnish and keep in force a certifi-
cate of occupancy, or its equivalent, and shall comply with all
laws , ordinances, regulations , covenants , conditions and restrictions
affecting the Mortgaged Property and shall not suffer or permit any
act to be done in or upon the Mortgaged Property in violation thereof,
unless and to the extent the same are being contested in good faith
by appropriate proceedings and in a manner not to jeopardize the
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Mortgaged Property or the lien or priority of this Mortgage or sub-
ject the Issuer or Mortgagee to any liability.
SECTION 12 . Advances . •
Upon the Mortgagor ' s failure to comply with the preceding
covenants and agreements as to payment of prior liens , taxes , assess-
ments and charges , maintenance of insurance and repairs as contained
in the preceding Sections 4 , 5 and 9 , the Mortgagee without prejudice
to any rights given herein, may make advances to perform the same on
behalf of the Mortgagor , and in furtherance thereof , the Mortgagee
may place or cause the Mortgaged Property to be placed in good con-
dition, repair and working order; pay , settle or contest any such
taxes , liabilities , charges and assessments; redeem the Mortgaged
Property from any sale or forfeiture for any tax or assessment ; pur-
chase any tax title obtained or that shall be obtained thereon; pay
any judgments based on such tax or assessment ; pay, settle or con-
test any lien prior or equal to this Mortgage and procure such insur-
ance as may be necessary to comply with the provisions of this Mort-
gage , and the Mortgagor hereby agrees to repay all sums so advanced,
on demand, with interest thereon, to the extent permitted by law,
from the date advanced until paid at the Highest Lawful Rate, and all
sums so advanced with interest as aforesaid until paid by the Mort-
gagor shall be immediately due and payable and be added to and become
a part of any indebtedness or obligation secured hereby in such manner
• or order as the Mortgagee may desire or determine , having the benefit
of the lien hereby created as a part thereof , and of its priority , but
no such advances shall be deemed to relieve the Mortgagor from any
default hereunder or impair any right to remedy consequent thereon,
and the exercise of the rights to make advances granted in this Sec-
tion shall be optional with the Mortgagee and not obligatory, and
the Mortgagee shall not in any case be liable to the Mortgagor for
failure to exercise any such right.
SECTION 13 . Sale or Lease of the Mortgaged Property .
if the Mortgaged Property , or any portion thereof, is sold,
assigned , transferred, conveyed or leased without the prior written
consent of and review by the Mortgagee of the transaction and its
documentation, or if the Mortgagor permits or enters into any modi-
fication , amendment or termination of any prior approved lease with-
out the prior written consent of the Mortgagee, then the Mortgagee
shall have the right at its option to declare the indebtedness
secured hereby immediately due and payable upon the same terms and
conditions and in the manner provided for in Section 16 of this
Mortgage ; provided , that any limitations or requirements relating
to the sale or lease of the Mortgaged Property then required by the
Act shall be fully satisfied . Mortgagee hereby consents to the lease
of the Mortgaged Property by Mortgagor to Croat Plains Chemical Com-
pany, Inc . , as evidenced by one certain lease of even date herewith.
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SECTION 14 . Mortgage of the Mortgaged Property.
The Mortgagor will not now or in the future , mortgage ,
pledge or encumber or place any lien or encumbrance (or permit same
to exist) on the Mortgaged Property , or any part thereof without
the prior written consent of the Mortgagee, except for Permitted
Encumbrances .
SECTION 15 . Events of Default .
If any of the following occur, it is hereby declared to
constitute an "Event of Default" hereunder :
(a) The occurrence of an "Event of Default" under the
Note or the Loan Agreement , or
(b) The failure of the Mortgagor to observe and perform
any covenant, condition or agreement on its part to be observed or
performed in this Mortgage (other than an occurrence which may
sooner constitute an Event of Default under the Note or the Loan
Agreement) for a period of thirty days after written notice speci-
fying such failure and requesting that it he remedied, given to the
Mortgagor by the Issuer or the Mortgagee , unless the Mortgagee shall
agree in writing to an extension of such time prior to its expiration .
SECTION 16 . Remedies on Default .
Upon the occurrence of an Event of Default the Mortgagee
may , at its option :
(a) declare the unpaid principal balance and interest under
the Note immediately due and payable , upon the same terms and conditions
and in the manner provided for in the Note and the Loan Agreement.
(b) without notice to the Mortgagor, institute proceedings
for the collection at law or in equity of any and all indebtedness due
under the provisions of the Note , the Loan Agreement and this Mortgage.
(c) immediately cause this Mortgage to he foreclosed in
the manner prescribed by law and, upon the commencement of fore-
closure proceedings shall be entitled to have a receiver appointed
at once or at any time thereafter, either before or after sale,
without notice and without requiring bond , and without regard to
the solvency or insolvency of any person liable for payment of the
indebtedness secured hereby , and without regard to the then value
of the Mortgaged Property (the provisions for the appointment of a
receiver and assignment of rents being an express condition upon
which the loan hereby secured is made) for the benefit of the Mort-
gagee, with power to rent the same and to collect the rents , issues
and profits of the Mortgaged Property, due and to become due, during
the pendency of such foreclosure suit and in the case of a sale and
-12-
deficiency , during the full statutory period of redemption , whether
there be redemption or not, as well as during any future times when
the Mortgagor, except for the intervention of such receiver, would
be entitled to collect such rents , issues and profits and shall have
all other powers which may be necessary or are usual in such cases
for the protection , possession , control , management and operation
of the Mortgaged Property during the whole of said period. Any
amount so collected by such receiver whether prior to or following
foreclosure sale, shall be applied under direction of the court
upon the items and in the order provided in the following paragraphs
of this subsection (c) :
In any suit to foreclose the lien of this Mortgage there
shall be allowed and included in the decree for sale to be paid out
of the aforesaid rents , issues , profits or proceeds of such sale :
( 1) all of the principal remaining unpaid on the Bond,
plus all interest accrued thereon and which will accrued thereon to
the date of payment, plus interest on the foregoing overdue amounts
of principal and interest (to the extent permitted by law) at the
Highest Lawful Rate from their respective due dates until paid.
(2) all items advanced or paid by the Mortgagee pursuant
to this Mortgage, with interest thereon at the Highest Lawful Rate
from the date of advancement until paid; and
( 3) all court costs , attorneys ' fees , appraisers ' fees ,
receivers ' fees , expenditures for documentary and expert evidence ,
stenographer ' s charges , publication costs , and costs (which may be
estimated as to items to be expended after entry of the decree) of
procuring all abstracts of title , title searches and examinations ,
title guarantee policies , and similar data with respect to title
which Mortgagee may deem necessary in connection with any proceeding,
including probate and bankruptcy proceedings , to which Mortgagee
shall be a party, either as plaintiff , claimant or defendant, by
reason of this Mortgage or any indebtedness secured, or in connec-
tion with preparations for the commencement of any suit for the
foreclosure hereof after accrual of such right to foreclose, whether
or not actually commened, and all such expenses shall become so much
additional indebtedness secured hereby and immediately due and pay-
able, with interest thereon at the ? ighest lawful Rate from the
date when paid or incurred by the rortgagee until paid .
The rents , issues and profits collected up to the time of the fore-
closure sale and the proceeds of such sale shall be distributed and
applied to the items described in ( 2) and ( 3) above in order of
their listing, and the balance to ( 1) . Any surplus of the proceeds
of such sale shall be paid to Mortgagor.
In the case where there is a deficiency remaining after the
application of the aforesaid rents , issues , profits and proceeds of
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a foreclosure sale , any rents , issues and profits collected by a
receiver after such time shall be applied first to the costs of the
receiver, of maintaining, controlling and operating the Mortgaged
Property , and of any advancements made to protect the security of
the Mortgaged Property , and then to the amount of the deficiency
on the decree entered in the foreclosure proceedings , plus interest
thereon, at the rate specified in such decree , from the date of such
decree until paid.
(d) at any time without notice in its sole discretion
either by its agents , attorneys , employees or by a receiver to be
appointed by a court and without regard to the adequacy of any
security for the indebtedness hereby secured, either with or with-
out process of law, forcibly or otherwise , to enter upon and take
possession of the Mortgaged Property or any part thereof, to expel
and remove any persons , goods or chattels occupying or upon the
same , to do and perform any act that the Mortgagee may deem neces-
sary or proper to conserve the value thereof, and to collect and
receive all rents , issues and profits therefrom, including those
past due and unpaid, as well as those accruing thereunder, to manage
and control the same , and to lease the same or any part thereof.
The Mortgagor further agrees that the Mortgagee may also take pos-
session of, and use any and all personal property contained in the
Mortgaged Property and used by the Mortgagor in the operation,
rental or leasing of the Mortgaged Property or any part thereof .
The expense (including receiver ' s fees , if any, and compensation
to any agent appointed by the Mortgagee , and counsel fees and costs
and disbursements) incurred in taking possession and effecting such
collection, shall he deemed a portion of the expense of this Mort-
gage secured hereby . Neither the collection and the application of
such rents , issues and profits nor release thereof shall cure or
waive any default . After deducting all attorneys ' fees and expenses
incurred in connection herewith, the Mortgagee shall deposit the
remaining net income upon the indebtedness secured hereby or any
deficiency decree entered in such foreclosure proceedings .
In case of any sale under this Mortgage by virtue of
judicial proceedings or otherwise , the Mortgaged Property may be
sold in one parcel, as an entirety or in such parcels , manner or
order as the Mortgagee in its sole discretion may elect , and the
Mortgagor waives any and all rights which the Mortgagor may have to
insist upon the sale of the Mortgaged Property in one parcel or
separate parcels.
Any sale or sale under this Section shall operate , after
any applicable redemption period, to divest all estate, right , title,
interest, claim or demand whatsoever , whether at law or in equity,
of the Mortgagor in and to the premises , property , privileges and
rights so sold, and shall be a perpetual bar both a law and in equity
against the Mortgagor , its successors and assigns and against any and
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all persons claiming or who may claim the same , or any part thereof,
from, through or under the Mortgagor, its heirs , successors or
assigns .
SECTION 17 . Assignment of Rents , Issues and Profits.
All of the rents , issues , proceeds and profits and any and
all leases or subleases and the rights of management of the Mort-
gaged Property are hereby assigned to the Mortgagee as further
security for the payment of the indebtedness and performance of the
obligations , covenants , promises and agreements secured hereby , but
effective only in case of an Event of Default hereunder . The Mort-
gagor agrees that it will duly perform and observe all of the terms
and provisions of the landlord' s part to be performed and observed
under any and all leases of the Mortgaged Property and that it will
refrain from any action or inaction which would result in the termi-
nation by the tenants thereunder of any such leases or subleases or
in the diminution of the value thereof or of the rents , issues ,
profits and revenues thereunder. Nothing herein contained shall be
deemed to obligate the Mortgagee to perform or discharge any obliga-
tion , duty or liability of the landlord under any lease of the Mort-
gaged Property, and the Mortgagor shall and does hereby agree to
indemnify and hold the Mortgagee harmless from any and all liability ,
loss or damage which the Mortgagee may or might incur under any
lease or sublease of the Mortgaged Property , and any and all such
liability , loss or damage incurred by the Mortgagee, together with
the costs and expesnes, including reasonable attorneys ' fees ,
incurred by the Mortgagee in the defense of any claims or demands
therefor (whether successful or not) , shall be so much additional
indebtedness hereby secured, and the Mortgagor shall reimburse the
Mortgagee therefor on demand, together with interest at the rate of
15% per annum, from the date of demand to the date of payment.
SECTION 18 . Litigation .
If any action or proceedings are commenced, to which action
or proceeding the Issuer or the Mortgagee is made a party by reason
of the execution of this Mortgage or the Note or the Loan Agreement,
or in which the Mortgagee deems it necessary to appear or answer in
order to uphold the lien of this Mortgage or the priority thereof or
the possession of the Project, or otherwise to protect the interest
of the Issuer or the Mortgagee or security hereunder , all sums paid
or incurred by the Mortgagee for attorneys ' fees and other expenses
in such action or proceeding shall be repaid by the Mortgagor,
together with interest thereon to the extent permitted by law from
the date of payment by the Mortgagee at the Highest Lawful Rate
until paid and all such sums and the interest thereon shall be imme-
diately due and payable and shall be added to and become a part of
any indebtedness or obligation secured hereby in such manner or order
as the Mortgagee may desire to determine, and be secured hereby , hav-
ing the benefit of the lien hereby created and of its priority .
-15-
SECTION 19 . Non-Waiver.
Acceptance by the Mortgagee of any sum in payment or part
payment of any indebtedness secured hereby after the same is due or
after foreclosure proceedings are filed shall not constitute a
waiver of the rights to require prompt payment when due of all the
sums so secured, nor shall such acceptance cure or waive any remain-
ing default or invalidate any foreclosure proceedings for any such
remaining default or prejudice any of the rights of the Mortgagee
under this Mortgage. Further , the failure of the Mortgagee to
insist upon the strict performance of any of the covenants or agree-
ments of the Mortgagor contained in this Mortgage , or the delay by
the Mortgage in the enforcement of any of its remedies herein con-
tained upon any default of the Mortgagor, shall never constitute a
waiver of any requirement or obligation of the Mortgagor or right
or remedy of the Mortgagee contained in or based upon said cove-
nants or agreements .
SECTION 20 . Remedies Cumulative.
No remedy herein or in the Note or the Loan Agreement
conferred upon or reserved to the Mortgagee or the Issuer is intended
to be exclusive of any other remedy or remedies , and each and every
such remedy shall be cumulative and shall be in addition to every
other remedy given hereunder or now or hereafter existing at law or
in equity or by statute . In addition, no recovery of any judgment
by the Issuer or the Mortgagee and no levy of any execution under
any judgment by the Issuer or the Mortgagee and no levy of any exe-
cution under any judgment upon the Mortgaged Property or upon any
other property shall affect the lien created by this Mortgage upon
the Mortgaged Property or any part thereof or any lien, rights ,
powers or remedies of the Issuer or the Mortgagee hereunder, but
such lien, rights, powers or remedies of the Issuer and the Mort-
gagee shall continue unimpaired as before .
SECTION 21. Waiver of Certain Rights and Remedies .
To the full extent that it may lawfully so agree , in the
case of a default on its part in the performance of the obligations
imposed upon it by the terms of this Mortgage and the Loan Agreement
and the Note , neither Mortgagor nor anyone claiming through or under
it shall or will set up, claim or seek to take advantage of any stay ,
statute of limitation , extension or redemption laws , redemption
periods or grace periods now or hereafter in force and affecting the
Mortgaged Property and the covenants , terms and remedies under the
Mortgage , the Bond, the Loan Agreement and the Note , in order to pre-
vent or hinder enforcement, foreclosure , sale , confirmation of sale,
or conveyance of said Mortgaged Property. If applicable and if per-
mitted by law, the Mortgagor hereby waives and releases any and all
rights and remedies related to marshalling of liens and assets ,
redemption and statutes of limitations , and any stay or extension law
affecting the covenants , terms and remedies under the Mortgage .
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SECTION 22 . Attorneys ' Pees .
The Mortgagor hereby agrees in the event of foreclosure
to pay to the Mortgagee such reasonable attorneys ' fees as are
authorized by law and expenses and a] 1 court costs .
SECTION 23 . Usury .
Notwithstanding any provision herein or in the Agreement,
the total liability for payments in the nature of interest shall not
exceed the applicable limits imposed by the usury laws of Colorado or
the United States of America , as the same may be from time to time
amended.
SECTION 24 . Severability .
If any provision hereof should be held unenforceable or
void, then such provision shall be deemed separable from the remain-
ing provisions and shall in no way affect the validity of this Mort-
gage .
All rights , remedies and powers provided by this Mortgage
may be exercised only to the extent that the exercise thereof does
not violate any applicable provision of law in the premises , and all
the provisions of this Mortgage are intended to be subject to all
applicable mandatory provisions of law which may be controlling in
the premises and to be limited to the extent necessary so that they
will not render this Mortgage invalid or unenforceable under the pro-
visions of any applicable law.
SECTION 25 . Construction.
This Mortgage shall be construed according to the laws of
the State of Colorado.
SECTION 26 . Amendments , Changes and Modifications .
The Mortgage may not in any manner be amended , changed ,
modified, altered or released without the written consent of the
Mortgagee.
SECTION 27 . Addresses for. Notice and Demands.
All notices , demands , certificates or other communications
hereunder shall be sufficiently given and shall be deemed given
when mailed by registered or certified mail , postage prepaid, with
proper address as indicated below. The Issuer, the Mortgagor and
the Mortgagee may , by written notice given by each to the others ,
designate any address or addresses to which notices, demands , certi-
ficates or other communications to them shall be sent when required
as contemplated by this Mortgage . Until otherwise provided by the
respective parties , all notices , demands , certificates and communica-
tions to each of them shall be addressed as follows :
-17-
To the Issuer : Board of County Commissioners
Weld County
Centennial Building
Greeley, Colorado 80631
To the Mortgagor: Dos Gringos Land and Cattle
Company
P .O. Box BB
Greeley , Colorado 80631
ATTENTION: Robert Hummel
To the Mortgagee : Colorado National Bank
17th and Champa Streets
Denver, Colorado 80202
ATTENTION: Jeff Bates
SECTION 28 . Discharge of Lien.
If the Mortgagor shall pay and discharge or provide, in a
manner satisfactory to the Mortgagee, for the payment and discharge
of the whole amount of all sums payable hereunder and under the
Note, or shall make arrangements satisfactory to the Mortgagee for
such payment and discharge, then and in that case all property,
rights and interest hereby conveyed or assigned or pledged shall
revert to the Mortgagor, as its respective interests may appear, and
the estate, right, title and interest of the Mortgagee therein shall
thereupon cease, terminate and become void; and this Mortgage, and
the covenants of the Mortgagor contained herein, shall be discharged
and the Mortgagee in such case on demand of the Mortgagor and at the
Mortgagor ' s cost and expense, shall execute and deliver to the Mort-
gagor a proper instrument or proper instruments acknowledging the
satisfaction and termination of this Mortgage, and shall convey,
assign and transfer or cause to be conveyed, assigned or transferred,
and shall deliver or cause to be delivered, to the Mortgagor, as its
respective interest may appear, all property, including money, then
held by the Mortgagee hereunder.
SECTION 29 . Execution of Counterparts.
This Mortgage may be simultaneously executed in several
counterparts, each of which shall be an original and all of which
shall constitute but one and the same instrument.
SECTION 30. Indemnification of the Mortgagee.
So long as the Mortgagee is not in possession of the Mort-
gaged Property, the Mortgagor agrees to indemnify and save harmless
the Mortgagee against any and all losses , injuries , claims , damages
or injuries to persons or property , demands and expenses , including
legal expenses, of whatsoever kind and nature and by whomsoever made
-18-
arising from or in any manner directly or indirectly growing out of
(a) the use and occupancy or non-use of the Mortgaged Property or
any equipment or facilities thereon or used in connection therewith
by anyone whomsoever, (b) any repairs , construction, restoration,
replacements , alterations , remodeling on or to the Mortgaged Prop-
erty, or any part thereof , or any equipment or facilities therein
or thereon , and (c) the condition of the Mortgaged Property , includ-
ing any adjoining sidewalks , ways or alleys and any equipment or
facilities at any time located thereon or used in connection there-
with.
IN WITNESS WHEREOF , the Mortgagor and the Mortgagee have
caused these presents to be signed and sealed in their name and
behalf by their duly authorized officers , all as of the day and
year first above written.
DOS GRINGOS LAND AND CATTLE COMPANY,
Mortgagor
By :
Robert C . Hummel , General Partner
THE COLORADO NATIONAL BANK
OF DENVER, Mortgagee
By :
Title :
STATE OF COLORADO )
SS .
COUNTY OF WELD
The execution of the foregoing Mortgage was acknowledged
by Robert C. Hummel , a general partner of Dos Gringos Land and
Cattle Company, a California partnership, for and on behalf of said
partnership, this day of December, 1981.
Notary Public
My Commission Expires
-19-
Exhibit C
DOS GRINGOS LAND AND CATTLE COMPANY
NOTE
December 30 , 1981 $380 , 000
Dos Gringos Land and Cattle Company , a general partner-
ship organized and existing under the laws of the State of Cali-
fornia (the "Company" ) , for value received, hereby promises to pay
to County of Weld, Colorado, in the manner hereinafter provided,
the principal sum of Three Hundred and Eighty Thousand Dollars
($380 , 000) , together with interest on the unpaid principal balance
thereof, from date hereof at the rate of nine percent (9%) per
year, payable as follows :
(a) On January 1 , 1982 , an amount equal to interest
accrued on the principal amount hereof from the date
hereof to January 1 , 1982 ; and
(b) On February 1 , 1982 , and on the first day of each
month thereafter to and including January 1 , 1997 , monthly
installments in the amount of $3 , 854 . 21 each, which payments
shall be applied first to the interest accrued on the
principal sum and then to the unpaid principal balance .
Any unpaid principal amount evidenced hereby and interest thereon ,
if not sooner paid , shall be due and payable on January 1, 1997 .
If Company shall fail to make payment of any installment
of principal or interest when due , the amount so in default shall
bear interest at the Highest Lawful Rate (as defined in the Loan
Agreement) .
All payments of principal and interest on this Note shall
be made in lawful money of the United States of America in funds
immediately available to the holder hereof .
This Note is given to evidence a loan to the Company from
the County of Weld, Colorado, in the principal amount of $380 , 000 ,
which loan is made from the proceeds of said County ' s Development
Revenue Bond , Series A (Dos Gringos Project) , which Bond was
issued to provide funds to finance a building to be owned by the
Company in Weld County , Colorado , all as provided in a Loan
Agreement of even date herewith 1>otwoan the canl',my and said County
( the "Loan Agreement" ) . Said Series A Pond has been purchased by
The Colorado National Rank o(. Denver , Denver , Colorado (Colorado
National Bank) , and to secure payment of said Bowl , the County
has assigned to said Colorado National Bank this Note . The pay-
ments due on the Series A Pond are the same as the payments due
on this Note and payments made by Company on thin Note arc to be
treated as payments due from the County en said Series A Bond.
All payments of principat and interest due pursuant to
this Note or any other payments due under. the Loan Agreement, shall
be made to Colorado National Bank, at its principal office in
Denver, Colorado , or to any successor holder of said Series A Bond
who shall give notice of such ownership to the Company . The
ownership of this Note shall follow the ownership of said Series
A Bond whether or not this Note shall be assigned in writing to
any successor owner of the Series A Bond.
This Note is secured by a Mortgage of even date herewith,
which is a lien on the Land and the Building (as defined in the Loan
Agreement) , located at Greeley, Colorado, which Mortgage was made
in favor of Colorado National Bank , as the holder of the Series
A Bond and the assignee of this Note .
Company may prepay all or any part of the principal of
this Note at any time, without penalty or restriction . All payments
on this Note in excess of the required monthly installment shall
be applied first to accrued interest and then to principal . Pre-
payments shall be applied upon the last maturing monthly installment
and prepayments shall not reduce the amount of the monthly payments
required under this Note until the entire principal amount and
accrued interest thereon have been paid in full .
This Note has been issued pursuant to and is entitled to
the benefits of and the security provided for in the Loan Agreement,
which benefits include , among other things , the right to accelerate
payment hereof and demand payment on this Note . Said security
includes , among other things , a first lien Mortgage on the Project
(as defined in the Loan Agreement) , and the assignment of this Note
and proceeds therefrom.
An Event of Default as defined in the Loan Agreement shall
constitute an Event of Default hereunder .
If any one or more of the Events of Default (as defined
in the Loan Agreement) shall have occurred and be continuing, then
in each and every case , the holder of this Note , by notice is
writing to the Company, may declare the unpaid principal balance
of this Note and all interest thereon to be at once due and pay-
able , and upon any such declaration, the unpaid principal amount
of the Series A Bond and interest thereon shall also become at
once due and payable .
No waiver by the holder of this Note or the holder of the
Series A Bond of any Event of Default shall constitute the waiver
of any subsequent or other Event of Default.
If the Company shall fail to pay the amounts due hereunder,
whether at maturity or upon prepayment or by acceleration by virtue
of an occurrence of an event of default, the holder of this Note
shall be entitled and empowered to institute any action or proceed-
ing at law or in equity for the collection of the sum so due and
unpaid and may prosecute any such action or proceeding to judgment
or final decree , and may enforce any such judgment or final decree
against the Company and collect, in the manner provided by law, out
of the property of the Company , the moneys adjudged or decreed to be
payable , and the Company hereby consents to the inclusion in any
such judgment of reasonable fees and expenses for counsel for the
Noteholder in enforcing this Note , as set forth in the Loan Agree-
ment.
This Note shall be governed by and construed in accordance
with the laws of the State of Colorado and the United States of
America.
IN WITNESS WHEREOF, the Company has caused this Note to
be duly executed and delivered as of the date hereon noted.
DOS GRINGOS LAND AND CATTLE COMPANY
A California General Partnership
By :
A General Partner
ASSIGNMENT
This Note is hereby assigned to The Colorado National Bank
of Denver, without recourse , as of the date of this Note.
THE COUNTY OF WELD, COLORADO
BY :
Chairman of i s Board of
County Commissioners
ATTEST :
Weld Co ty Clerk
-3-
EXHIBIT "A"
A tract of land located in the Northwest Quarter (NW/4) of Section 32,
Township=-6_North,-Range _65 West of-the 6th P.M., Weld County, Colorado,
and being'more particularly-described-as follows:-
Beginning at the north quarter corner of said Section 32, and considering
the north line of the northwest quarter of said Section 32 to bear
N 90° 00' 00" W and with all other bearings contained herein relative thereto;
thence N 90° 00' 00" W along the north line of said northwest Quarter, 823.80
'feet; thence S 00° 00' 00" W, 20 feet to a point on the south right of
way line of a 40' County Road, said point being the true point of beginning;
Thence south 00° 00' 00" W, 300.00 feet;
Thence north 90° 00' 00" E, 160.57 feet;
Thence south 24° 22' 03" E, 665. 19 feet;
Thence north 76° 28' 48" W, 625.36 feet;
Thence north 28° 15' 17" W, 37.55 feet;
Thence north 28° 37' 32" W, 488.02 feet;
Thence south 90° 00' 00" E, 162.20 feet;
Thence north 00° 00' 00" E, 300.00 feet;
Thence north 90° 00' 00" E, 260.61 feet to the true point of beginning.
Said property is also known as a portion of Tract A and all of Tract B of
Subdivision Exemption No. 125, as per the Resolution of the Board of County
Commissioners of Weld County, recorded December 22, 1980, in Book 923 under
Reception No. 1844913, Weld County Records.
ACKNOWLEDGMENT OF COUNTY OF
PAYMENT FOR SERIES A BOND
The County of Weld, Colorado , hereby acknowledges receipt
from The Colorado National Bank of Denver of the sum of Three Hun-
dred Eighty Thousand Dollars ($380 , 000) , being the purchase price
for the County ' s $380 , 000 Development Revenue Bond (Dos Gringos
Project) , Series A, dated December 30 , 1981, said amount having
been paid at the direction of the County to Dos Gringos Land and
Cattle Company for deposit into its account in The Colorado National
Bank of Denver, Denver, Colorado , this receipt to be effective upon
delivery of a receipt from Dos Gringos Land and Cattle Company
acknowledging receipt of said sum of $380 , 000 .
DATED this 29th day of December , 1981.
THE COUNTY OF WELD , COLORADO
By :
airman of its Board of
County Commissioners
CERTIFICATE WITH RESPECT TO ARBITRAGE
The undersigned hereby certifies that he is the Chairman
of the Board of County Commissioners of Weld County , Colorado (the
"Issuer" ) , and as such Chairman on behalf of the Issuer hereby
makes the following Certificate based upon factual information
known to him and upon representations made to him by Dos Gringos
Land and Cattle Company ( "Dos Gringos ") :
1. The Issuer is issuing simultaneously with the
delivery of this Certificate one Three Hundred and Eighty Thousand
Dollar ($380 , 000) Development Revenue Bond (Dos Gringos Project) ,
Series A, dated December 30 , 1981 ( the "Bond" ) . The Bond is being
issued for the purpose of providing permanent financing for a
facility for Dos Gringos consisting of land and a building thereon
(the "Project" ) , and the proceeds of the Bond will be loaned to
Dos Gringos .
2 . The total cost of the Project, including the payment
of the costs and expenses of issuance of the Bond, is not less than
$380 , 000 , all of which costs are expected to be paid from the pro-
ceeds of the Bond loaned to Dos Gringos .
3 . Pursuant to a Preliminary Approval Resolution of the
Board of County Commissioners of the Issuer adopted February 23 ,
1981, Dos Gringos acquired the land and constructed the building
constituting the Project and has paid the cost thereof from the
proceeds of temporary loans taken out by Dos Gringos . Dos Gringos
will apply the proceeds of the Bond loaned to it to pay such
temporary loans and costs of issuance of the Bond, and all of the
proceeds of the Bond which will be loaned to Dos Gringos will be
applied in payment of costs of the Project and of issuance of the
Bond within 90 days after the date hereof.
4 . Under the terms of the Loan Agreement between the
Issuer and Dos Gringos , and the Note of Dos Gringos evidencing
the Loan to it , Dos Gringos is to make payments on such loan in
amount equal to the principal and interest payments falling due
on the Bond. It is not expected that at any time there will be
moneys accumulated by the Bondholder or the Issuer in excess of
the payments of principal and interest due on the Bond.
5 . The facts and estimates and the foregoing paragraphs
are based on representations made by Dos Gringos and the Issuer is
not aware of any facts or circumstances that would cause it to
question the accuracy of such representations .
6 . The Issuer has not been notified of any listing of
it by the Internal Revenue Service as an issuer that may not cer-
tify its bonds .
7 . This Certificate is being executed and delivered
pursuant to Sections 1. 103-13 , 1. 103-14 and 1 . 103-15 of the
Income Tax Regulations under Section 103 of the Internal Revenue
Code of 1954 , as amended, and the undersigned is one of the
officers of the Issuer charged by the governing body of the
Issuer with the responsibility of issuing the Bond.
DATED this 29th day of December, 1981.
Chatfman
The statements made in the foregoing Certificate are
true and correct and to the best of our knowledge and belief,
the expectations stated are reasonable and the foregoing Certifi-
cate is hereby approved and ratified.
DOS GRINGOS LAND AND CATTLE
COMPANY
B y : aht-i et.
t.
A General Partner
-2-
RECEIPT OE
DOS GRINGOS LAND AND CATTLE COMPANY
Dos Gringos Land and Cattle Company , a general partner-
ship established under the Uniform Partnership Act of the State
of California, does hereby acknowledge receipt from the County of
Weld, Colorado, of the sum of Three Hundred Eighty Thousand Dol-
lars ( $380 , 000) , evidencing a loan to Dos Gringos Land and Cattle
Company from said County of the proceeds of one $380 , 000 Develop-
ment Revenue Bond (Dos Gringos Project) , Series A, dated December
312, 1981, pursuant to a Loan Agreement between said County and Dos
Gringos Land and Cattle Company of even date herewith.
Dos Gringos Land and Cattle Company does hereby hold
said County and the members of its Board of County Commissioners
harmless for any fraud or misrepresentation or omissions contained
in the proceedings for the issuance of said Series A Bond or per-
taining to the financial condition of Dos Gringos Land and Cattle
Company which, if known to the purchaser of said Series A Bond,
might be considered a material factor in said purchaser ' s decision
.whether or not to buy such Series A Bond, it being the intention
hereby that Dos Gringos Land and Cattle Company shall hold said
parties harmless and indemnify them from and against any and all
liability and expense which may arise out of the issuance and sale
of said Series A Bond or any of the proceedings relating to such
issuance and sale .
EXECUTED this 4OrAi day of December, 1981.
DOS GRINGOS LAND AND CATTLE COMPANY
By : �( ,
A General Partner-
KAROWSKY. WITWER & OLDENBURG
CHARLES A.KAROWSKY SUITE 550,GREELEY NATIONAL PLAZA
STOW L.WITWER.JR. NINTH AVENUE AND EIGHTH STREET
R.SAM OLDENBURG GREELEY.COLORADO 8063/3994
BETSY B KAROWSKY AREA CODE 303
352 3I0I
JOHN J.BARRY
December 30, 1981
Colorado National Bank of Denver
Denver
Colorado
Weld County, Colorado
Greeley, Colorado
Baird, Holm, McEachen, Pedersen & Hamann
1500 Woodmen Tower
Omaha, Nebraska 68102
Gentlemen:
I have acted as counsel for Dos Gringos Land and Cattle Company, a
California partnership, in connection with the loan to said company from
the County of Weld, Colorado, in the amount of $380,000, said loan being
the proceeds of one $380,000 Development Revenue Bond (Dos Gringos Project) ,
Series "A", issued by said county as provided in a Loan Agreement between
said county and Dos Gringos Land and Cattle Company, dated December 30,
1981.
I also represented the request of Dos Gringos Land and Cattle Company for
such Development Revenue Bond financing to the Board of County Commissioners
of Weld County, Colorado, at the meeting of said Board held on December 23,
1981 , and witnessed the proper adoption by said Board of County Commissioners
of the Bond Resolution authorizing the issuance of said Series "A" Bond
and the execution of the documents in connection therewith. Said Resolu-
tion of the Board of County Commissioners of Weld County, Colorado, was
properly adopted in compliance with all applicable requirements of Colorado
law and said Resolution has not been amended or repealed and remains in
full force and effect as of this date.
Based upon my representation of Dos Gringos Land and Cattle Company and
the examination of the documentation relating to said financing, I am of
the opinion as follows:
RECEIPT AND AGREEMENT OF
THE COLORADO NATIONAL BANK OF DENVER
The Colorado National Bank of Denver, hereby acknowledges
receipt from the County of Weld, Colorado, of its Development Reve-
nue Bond (Dos Gringos Project) , Series A, dated of even date here-
with, in the principal amount of $380 , 000 for which the undersigned
Bank has paid the principal sum of $380 , 000 .
The undersigned Bank further acknowledges receipt from
the County of Weld, Colorado, of one certain Note of even date
herewith, in the amount of $380 ,000 , executed by Dos Gringos Land
and Cattle Company, to said County, which Note has been assigned
by the County to the undersigned Bank to secure payment of the
Series A Bond.
The undersigned Bank does hereby waive due diligence on
the part of the County of Weld, Colorado, and its Board of County
Commissioners and acknowledges that it has relied soley on state-
ments and representations of Dos Gringos Land and Cattle Company
and the undersigned Bank' s own investigation of the facts and
circumstances , relating to the purchase of the aforementioned
Bond and the undersigned Bank hereby waives any claims which it
may have against the County of Weld, Colorado or the members of
its Board of County Commissioners , growing out of any action the
Board of County Commissioners has taken or could have taken or
failed to take in connection with the authorization , issuance
or sale of said Bond or in any statement or representation which
induced the undersigned Bank to purchase the said Bond.
EXECUTED this day of December, 1981.
THE COLORADO NATIONAL BANK
OF DENVER
E "IBS
EVEND
P 14_LNG
�F N N AFFIDAVIT OF PUBLICATION
AND DE
AND PRO
mat THE JOHNSTOWN BREEZE
pAnzerr
AND"BONDS• STATE OF COLORADO )
SS
OF THE
a THE FO COUNTY OF WELD )
LOAN AORE
ND MOR I, Clyde Briggs, do solemnly swear that I
O "O
"ABo • am publisher of The Johnstown Breeze;
sxEctrim that the same is a weekly newspaper
DOCUMENTS
Cr1ON WITH SU printed, in whole or in part, and published
S "A"BOND ISSUE. in the County of Weld, State of Colorado,
S IT ALINED B gig: and has a general circulation therein; that
MIBBIONERB of WELD said newspaper has been published
COUNTY,COLORADO. continuously and uninterruptedly in said
- St the Board of County of Weld for a period of more than
ners of Weld
Colorado, pursuant to fifty-two consecutive weeks prior to the
yp�n�ataa��pNome Renee Clurtett,, Is first publication of the annexed legal notice
a stertnth the authority
of of or advertisement; that said newspaper has
Weld°°t`Counte.Colorado, and been admitted to the United States mails as
second-class matter under the provisions of
A6 a' A the Act of March 3, 1879, or any
amendments thereof, and that said
j au s t -h :,. newspaper is a weekly newspaper duly
Sac [thee Ij :4• 0. a, - t�. qualified for publishing legal notices and
, the inhabpl" • _ I ;, advertisements within the meaning of the
" laws of the State of Colorado.
That the annexed legal notice or advertise-
v. -niptce and P .
oAeon Or more" k f • . ment was published in the regular and
e improvemen
nsawry attd a.,, -• - , `, '• entire issue of every number of$$aid weekly
•r n&i props T .t' newspaper for the period of ..r.... consecu-
tive insertions; and that the first
' _ publication of said notice was in the issue of
EIx AB the c -y ` ` said newspaper dated /21.7./, A.D. 1901,
pa eked by nn W n = . and that the last publicati of said notice
eevettue hoods
onethe cat was in the issue of said newspaper dated
.m prole[, and _ "...�, 7 , A.D. 19
WHEREAS Dos 6rt . .1 r�� ` .;r=, ""_. In witness whereof I have hereunto set
,,,,,4 j a 14r p my hand this ...3.1..., day of ..d ec
fitA.D. 19Q/..
or used for s '+t# t. #
y
„eise215
ea�agaiai agH nlfitrY .a - �
9udttees enterprlee of �' Publisher
kstorine. ,fta su.,
garsg or i-'4
IheNc7ttes rinerlansu Cato , ..-.�y. ."T
agriculture,
try, itotetell 'rF I - M Subscribed and sworn to before me, a
u or business ,.
ct a, such Project [ K ••Aal �` �.�g� Notary Public in and for the County of
(�+emtcm(.o'Fmy Inez . ;, , . t Weld, to of Colorado, thisJ/-✓/day of
a rado corporation,and A„:— .y.,Q.,.:;,. / L.:I.
yr REAs,me ea. - A.D. 19..452..
represented to theCnCoun that e. s. 3.�..I r, ,r., 4..,
the Project has been eatanst ,& . „, '. .. „ -
a�Ftttaayytfyyua' re tdwlQdnth q� r,: 'Sr '^�i ,
n'tealntn8 0[ZRe Act. aed ti, I `'i�, .. � � ....<.
P S . , � y� Notary Public.
fsaaBtt ;,;.. c l�
cots • at et the •
My ebmmission expires ";��
WHEREAS, by resolution
adopted February 23, 198]. the
Board of County Commissioners
of the County did approve the
request of the Company for the
issuance by the County of bonds �yoo 6.The t.9uftmatt of the
in an amount not to exceed
$400.000 to provide financing for tic
the Project and pursuant to N!�
such resolution, the Company
did proceed to acquire and
construct the Project, and now Y.
desires the County to issue
bonds to provide permanent financing for the Prroject, and sllate is
had prepared and furnished to tan .
tho County documents to
accomplish such bond issuance, i .x - '
and
WHEREAS, the Board of
County Commissioners has de
[ermined and does hereby
determine as follows:
(al the amount necessary in a .-. +' +^4
each year to pay the principal of t._Ms t'. ,s,-3
and interest on the$380,000 Bond .' a -
proposed to be issued to finance A.:F
the Project, which amount for + ' -+t = {,"
principal-and interest is the , ' �-
'
same as the amount which the ,o y,
Company is obligated to pay
under the Loan Agreement --ar,,. ¢� -4
hereinafter approved;
(b) that no reserve funds arev ao$r
necessary to be established in 3.7,,•-y,--. ^�
connection with the retirement rA. rev -I.—'-. --
of the Bond or the maintenance
of the Project; and P-
(c) that the Loan Agreement ;S,,. c ,*"je
and other documents in con ,
nection with the fnancing pro- 1.
vide that the Company shalt ;s ,
maintain the Project and carry My�
-
all proper insurance with re- ITe
spect thereto, and
WHEREAS, the issuance of
the Development Revenue Bond J11Mir
and the execution of the financ-
ing documents presented in
connection therewith are not
prohibited by any ordinances or
rules of the County. 'p
NOW, THEREFORE be it ordained by the Board of County
Commissioners of Weld County, By ste wldis - -
Colorado: Dep Cle[lt. -
Section 1.The following docu- :, '
ments, copies of which have
been reviewed and approved as - A �.�.-'
to form by the County Attorney, -
are hereby approved in the form t, �,
as so reviewed and approved: • -+
1qg$� ^,StS@psr Si.
(a) Loan Agreement between , alto
County of Weld. Colorado and g
Dos Gringos Land and Cattle � invesfaiiel�to the
Company,a general partnership
under the laws of the State of issi _
California.
(b) Note in the amount of
$380,000 from Dos Gringos Land
and Cattle Company to the
County, evidencing
of e the Bonde i. of
the proceeds
(c) Form of Mortgage from
Dos Gringos Land and Cattle -
Company to The Colorado
National Bank of Denver, the
purchaser of the Bond,securing
the Note of Dos Gringos Lana
and Cattle Company.
Section$.The Chairman of the.
Board of County Commissioners
of Weld County C llora=o and
the County Clerk of County Colorado,be and hereby
are aufhotised and directed to
execute the Loan Agreement in
the form or substantially the
form approved at this meeting,
with such insubstantial changes
therein as they with the
concurrence of the County
Attorney, may deem necessary
or appropriate to carry out the.
plan financing contemplated
d
by said Loan Agreement and
ma resolution,Co and said Cfurther
and hereby
Clerk d
are i teupy authorizediptof and
directed upon receipt of the Note
Dos Gringos Land and Cattle
g
Company,to execute the gsslan-
Noetthereon assigning said
with u Colorado Na[ono Bank„
without recourse.
Section 3. The Authority
should issue its Development
Revenue Bond.Series"A (Dos
Gringos Project), in the princi--
pal amount of $380,000, to be
dated as of the date of isYvance—'-
thereof, bearing interest at the
rate of 9 percent per year from
date of issuance, with
accrued payable on January 1,
Hello