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Home My WebLink About810676.tiff 6096B 5 /8/81 WELD COUNTY, COLORADO RESOLUTION Adopted: May 13, 1981 SUPPLEMENTING RESOLUTION ADOPTED NOVEMBER 24, 1980 AND RESOLUTIONS ADOPTED APRIL 6, 1981. WHEREAS, the County by resolution adopted November 24, 1980 (the "Project Resolution) declared its intention to autho- rize the issuance of its bonds pursuant to the County and Munic- ipality Development Revenue Bond Act (the "Act") to finance the construction of certain aircraft hangar facilities (the "Proj- ect") for Airport Development Corporation d/b/a Tri-County Hangar Co. ; and WHEREAS, the County has determined that the Project will promote the public purposes of the Act; and WHEREAS, in futherance of the Project Resolution and to assist in the permanent financing of the Project, the County has determined to enter into a Financing Agreement dated as of May 1, 1981 (the "Financing Agreement") pursuant to which the County will (i) issue $975, 000 aggregate principal amount of its bonds to be known as "Economic Development Revenue Bonds (Tri-County Hangar Co. Project) , 1981 Series A" (the "Series A Bonds") under and pursuant to a Trust Indenture dated as of May 1, 1981 (the "Indenture") to The Colorado National Bank of Denver, as trustee (the "Trustee") , and (ii) enter into a Note Purchase and Servicing Agreement dated as of May 1, 1981 (the "Note Purchase Agreement") to use the proceeds of the Series A Bonds to purchase a Note, guaranteed by the Farmers Home Administration of the United States Department of Agriculture, evidencing approximately 90% of a loan for the permanent financing of the Project; and WHEREAS, also in furtherance of the Project Resolution and to assist in the permanent financing of the Project, the County has determined to enter into a Series B Financing Agree- ment dated as of May 1, 1981 (the "Series B Financing Agree- ment") pursuant to which the County will (i) issue $99,400 aggregate principal amount of its bonds to be known as "Economic Development Revenue Bonds (Tri-County Hangar Co. Project) , 1981 Series B" (the "Series B Bonds") under and pursuant to a Series B Trust Indenture dated as of May 1, 1981 (the "Series B Indenture") to the Trustee and (ii) to enter into a Participa- tion Agreement dated as of May 1, 1981 (the "Participation Agreement") to use the proceeds of the Series B Bonds to pur- chase a 100% participation in a Note evidencing the balance of said loan for the permanent financing of the Project; and WHEREAS, The First National Bank of Denver has pro- posed to purchase the Series A Bonds pursuant to an Underwriting Agreement with the County (the "Underwriting Agreement" ) and Silverado Savings & Loan Association has proposed to purchase B 10:,7 FrODocr the Series B Bonds pursuant to a letter agreement with the County (the "Bond Purchase Agreement") ; and WHEREAS, the County by Resolutions adopted April 6, 1981 (the "Bond Resolutions") (i) approved the Financing Agree- ment, the Indenture, the Note Purchase Agreement, the Underwrit- ing Agreement, the Series B Financing Agreement, the Series B Indenture, the Participation Agreement and the Bond Purchase Agreement, and authorized the execution and delivery thereof, (ii) authorized and directed the issuance and delivery of the Series A Bonds and the interest coupons pertaining thereto and the Series B Bonds, (iii) provided for the principal amounts, numbers, provisions for redemption and maturities of, and rates of interest on, the Series A Bonds and the Series B Bonds, (iv) determined the revenues to be paid on the Series A Bonds and the Series B Bonds, (v) requested the Trustee to authenti- cate the Series A Bonds and the Series B Bonds, (vi) authorized investments by the Trustee, (vii) authorized the execution and delivery of an Official Statement relating to the Series A Bonds, and (viii) authorized incidental action to effectuate the foregoing; and WHEREAS, Airport Development Corporation proposes to change the form of the Company for whom the Project is being undertaken from Airport Development Corporation d/b/a Tri-County Hangar Co. to Tri-County Hangar Co. , a Colorado limited partner- ship, the sole general partner of which is Airport Development Corporation, and has requested the County to approve such change; NOW, THEREFORE, BE IT RESOLVED, by the Board of County Commissioners of Weld County, Colorado, that: 1. The change of the Company for whom the Project is being undertaken from Airport Development Corporation d/b/a Tri- County Hangar Co. , to Tri-County Hangar Co. , a Colorado limited partnership, is hereby approved. 2. All changes to the Financing Agreement, the Indenture, the Note Purchase Agreement, the Underwriting Agree- ment, the Series A Bonds, the Series B Financing Agreement, the Series B Indenture, the Participation Agreement, the Bond Pur- chase Agreement and the Series B Bonds necessary or appropriate in connection with said change in the Company are hereby approved. 3. This Resolution shall take effect immediately upon its adoption by not less than a majority vote of the Board of County Commissioners, and the Project Resolution and the Bond Resolutions shall remain in full force and effect except as amended and supplemented by this Resolution. Duly introduced on motion duly made and seconded, read and adopted upon the affirmative vote of _ Commissioners at a -2- regular public meeting of the Board of County Commissioners of Weld County, Colorado, held this 13th day of May, 1981 . BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO /�a Q D � �.ATTEST: Weld county Clerk and Cman, Bo rd of County Recorder and Clerk to Commissioners the Boar �� Pro-Tem, Board of County Commissioners County Commissioner APPROVEpc\g/A-L4./ 77 )2211,0_---a..: D CCoun S TO FORM: C ty Commissioner -- e9-z-,-- C o ty Commis oner y A ney -3- 5679B Closing Item No . I UNDERWRITING AGREEMENT $975, 000 WELD COUNTY, COLORADO ECONOMIC DEVELOPMENT REVENUE BONDS (TRI-COUNTY HANGAR CO. PROJECT) UNDERWRITING AGREEMENT dated May , 1981 , among WELD COUNTY, COLORADO (the "County" ) , TRI-COUNTY HANGAR CO. (the "Company") and THE FIRST NATIONAL BANK OF DENVER (the "Under- writer") . 1 . Background (a) The County proposes to enter into a Financ- ing Agreement dated as of May 1 , 1981 (the "Agreement") with the Company in which the County will assist the Company in the permanent financing of certain aircraft hangar facilities (the "Project") . To assist in the permanent financing of the Project, the County proposes to sell the bonds identified above (the "Bonds") to the Underwriter who will in turn make a public offering thereof. The proceeds of the Bonds will be used pursu- ant to a Note Purchase and Servicing Agreement dated as of May 1, 1981 (the "Note Purchase Agreement" ) to purchase the Company' s promissory note (the "Guaranteed Note") which will evidence the guaranteed portion of a loan made by The First National Bank of Denver to the Company pursuant to a Loan Agree- ment dated as of May 1 , 1981 (the "Loan Agreement" ) . Of such loan, $875, 000 will be guaranteed by the Farmers Home Adminis- tration ("FmHA") . (b) The Bonds will be issued pursuant to resolu- tions adopted by the County on November 24, 1980 , and May 13 , 1981 (the "Proceedings") and will be secured under the County ' s Trust Indenture dated as of May 1 , 1981 (the "Indenture" ) to The Colorado National Bank of Denver, as Trustee (the "Trustee" ) . The Bonds will be payable solely out of the payments under the Agreement and other moneys paid by the Com- pany or FmHA. All of the County ' s rights under the Agreement (except for certain of the County' s rights with respect to indemnity and payment of administrative expenses) will be assigned to the Trustee as security for the Bonds . (c) To induce the Underwriter to enter into this Underwriting Agreement and to purchase and sell the Bonds, the Company has joined herein. (d) It is intended that substantially all of the proceeds of the Bonds will be used for the acquisition or con- struction of land or property of a character subject to allow- ance for depreciation within the meaning of Section 167 of the Internal Revenue Code of 1954 (the "Code") and that the Bonds will constitute an exempt small issue within the meaning of Section 103 (b) (6) of the Code so that the interest on the Bonds will not be includable in gross income for purposes of Federal income taxation and the Underwriter may offer the Bonds to the public without registration under the Securities Act of 1933. (e) The Company acknowledges that the County will sell the Bonds to the Underwriter and the Underwriter will make an offering thereof in reliance on the representations, covenants and indemnity herein set forth. An Official Statement dated May 13, 1981 has been prepared for use in such offering and has been delivered to the parties to this Underwriting Agreement. Such Official Statement, as it may be amended or supplemented, is herein referred to as the "Official Statement" . (f) The proceeds of the Bonds, excluding accrued interest, are to be applied to pay financing and Project costs, all as set forth in the Agreement and the Indenture. For this purpose, financing costs include the costs of preparing and reproducing the Agreement, the Indenture, the Bonds, the Pro- ceedings and any other resolutions of the County, the Official Statement and this Underwriting Agreement; fees and disburse- ments of Bond Counsel, Counsel for the Company and the County and the costs (including counsel fees) of qualifying the Bonds for sale under the Blue Sky or securities laws of certain juris- dictions. If for any reason the Bonds are not sold or, to the extent financing costs exceed the amount available for such costs from the proceeds of the Bonds, the financing costs are to be paid by the Company. (g) The professional advisors referred to in this Underwriting Agreement are: County Attorney: Thomas David, Esquire Greeley, Colorado Bond Counsel: Ballard, Spahr, Andrews & Ingersoll Philadelphia, Pennsylvania Counsel to the Company: Esperti , Elrod, Katz, Peterson, Schmidt & Preeo Denver, Colorado -2- 2. Purchase, Sale and Closing. On the terms and conditions and in reliance on the representations, warranties and covenants set forth herein, the Underwriter shall buy the County, and the County shall sell to the Underwriter, the Bonds. The purchase price shall be 100% of the principal amount thereof plus interest accrued to and through the closing date, and shall be payable in immediately available funds to the order of the Trustee. Closing (the "Closing") will be at the offices of the Underwriter, 621-17th Street, Denver, Colorado 80217, at 9: 00 A.M. prevailing local time on May 21, 1981 or at such other place or other date or time as may be agreed to by the parties hereto. The Bonds will be delivered in Denver, Colorado in definitive coupon form in the denomination of $5, 000 each, unless otherwise requested by the Underwriter 48 hours before the Closing. The Bonds will be made available to the Under- writer for inspection and packaging at least 24 hours before Closing. 3. County' s Representations. The County makes the following representations, all of which will continue in effect subsequent to Closing: (a) The County is a political subdivision and a body corporate and politic, organized and validly existing under the laws of the State of Colorado. (b) The County has full power and authority to issue and sell the Bonds as provided in the Agreement and in this Underwriting Agreement, and has taken all proceedings and obtained all approvals required in connection therewith by the Colorado County and Municipality Development Revenue Bond Act (the "Act") and other applicable law. (c) The County has duly adopted the Proceedings and has duly authorized the execution and delivery of the Agree- ment, the Note Purchase Agreement, this Underwriting Agreement and the Indenture, and the issuance and sale of the Bonds, and all actions necessary or appropriate to carry out the same; and the making and performance of each such agreement will not violate or conflict with or result in a breach of the rules of procedure of the County or any indenture, agreement or other instrument by which the County or any of its properties may be bound or any constitutional or statutory provision or order, rule, regulation, decree or ordinance of any court, government or governmental body having jurisdiction over the County or any of its property. (d) There is no action, suit , proceeding or investigation or law or in equity, before or by any court , public board or body, pending or, to the knowledge of the County, threatened against or affecting the County (or to the -3- knowledge of the County, any meritorious basis therefor) wherein any unfavorable decision, ruling or finding would adversely affect (i) the existence or powers of the County or its govern- ing body, (ii) the transactions contemplated hereby and by the Official Statement or the validity of the Bonds, the Agreement, the Indenture, the Proceedings, this Underwriting Agreement or any agreement or instrument to which the County is a party and which is used or contemplated for use in the transactions con- templated hereby or by the Official Statement, or (iii) the exemption of the Bonds from Federal or Colorado income taxation. (e) The information with respect to the County in the Official Statement is and at all times subsequent hereto up to and including the Closing will be true and correct in all material respects and does not and will not omit to state a material fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; and the County has approved the Official Statement and consents to the use thereof by the Underwriter. 4. Company' s Representations. The Company makes the following representations, all of which will continue in effect subsequent to Closing: (a) The Company is a limited partnership duly organized and validly existing and in good standing under the laws of the State of Colorado, with full power and authority to undertake the Project, to execute and deliver the Agreement, the Loan Agreement, the Guaranteed Note, the Note Purchase Agreement and this Underwriting Agreement and to perform its obligations thereunder and hereunder. The sole general partner of the Com- pany is Airport Development Corporation, a corporation duly organized and validly existing in good standing under the laws of the State of Delaware and duly qualified to do business and in good standing under the laws of the State of Colorado. Airport Development Corporation has duly authorized the execu- tion and delivery by it, as the general partner of the Company, of the Agreement, the Loan Agreement, the Guaranteed Note, the Note Purchase Agreement and this Underwriting Agreement . (b) No approval or other action by any govern- mental authority is required in connection with the execution or performance by the Company of the Agreement, the Loan Agreement, the Guaranteed Note, the Note Purchase Agreement and this Under- writing Agreement; and neither the making nor the performance of the Agreement, the Loan Agreement, the Guaranteed Note, the Note Purchase Agreement or this Underwriting Agreement will conflict with or violate the Company' s Agreement of Limited Partnership -4- or Certificate of Limited Partnership, Airport Development Cor- poration ' s Certificate of Incorporation or By-Laws, or any indenture, mortgage, deed of trust, agreement or other instru- ment to which the Company or Airport Development Corporation is a party or by which either of them or any of their properties may be bound. (c) The Official Statement (other than the information contained therein under the headings "The County" , "Tax Exemption" and "Legal Matters") does not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the cir- cumstances under which they were made, not misleading as of the date thereof; and the Company has authorized and consents to the use thereof by the Underwriter. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or, to the knowledge of the Company, threatened against or affecting the Company or Airport Development Corporation (or, to the knowledge of the Company, any meritorious basis therefor) wherein an unfavorable decision, ruling or finding would have a material adverse affect on the financial condition of the Company or Airport Development Cor- poration, the operation by the Company or Airport Development Corporation of its properties, the acquisition, construction and installation or operation of the Project, the transactions con- templated by this Underwriting Agreement and the Official State- ment, the validity or enforceability of the Agreement, the Loan Agreement, the Guaranteed Note, the Note Purchase Agreement or this Underwriting Agreement, or the existence, qualification to do business or powers of the Company or Airport Development Corporation. (e) (i) The facilities constituting the Project are either land or property of a character subject to deprecia- tion for Federal income tax purposes; (ii) acquisition occurred and construction of the Project was commenced subsequent to November 24, 1980; (iii) except for the Bonds and the County' s $99,400 aggregate principal amount of Economic Development Revenue Bonds (Tri-County Hangar Co. Project) , 1981 Series B to be issued simultaneously with the Bonds, no other obligations described in Section 103 (b) of the Internal Revenue Code have been issued by the County or any other issuer, the proceeds of which have been used with respect to facilities in the Town of Erie, Weld County, Colorado, of which the Company or any person related to it is the principal user within the meaning of Section 103 (b) (6) of the Code; (iv) there have been no capital expenditures with respect to facilities in the Town of Erie, Weld County, Colorado, of which the Company or any person -5- related to it is the principal user within the meaning of Section 103 (b) (6) of the Code, except such capital expenditures as will be financed with the proceeds of said Bonds and such other capital expenditues, if any, as have been disclosed to the Underwriter in writing; and (v) all other written information supplied by the Company and Airport Development Corporation and which has been relied upon by Bond Counsel and the Underwriter with respect to the tax-exempt status of the Bonds is correct and complete. 5. County' s Covenants. (a) The County will cooperate in qualifying the Bonds for offer and sale under the blue sky or other securities laws of such jurisdictions of the United States of America as are designated by the Underwriter; provided; however, that the County shall not be required to consent to service of process in any jurisdiction other than the State of Colorado; and (b) The County will refrain from taking any action, or from permitting any action with regard to which the County may exercise control, to be taken that may result in the loss of the tax-exempt status of the interest on the Bonds. 6. Company' s Covenants. (a) The Company will notify the Underwriter of any material change in the Conditional Commitment for Guarantee issued by FmHA on September 18, 1980 with respect to the Project (the "Conditional Commitment") which would require a change in the Official Statement, in order to make the statements therein not misleading in connection with the offering of the Bonds. After such notification, if, in the opinion of the Company or the Underwriter, a change would be required in the Official Statement in order to make the statements therein true and not misleading, such change will be made in the Official Statement and copies of the Official Statement as so amended will be supplied to the Underwriter for distribution. (b) The Company will refrain from taking any action, or from permitting any action, with regard to which the Company may exercise control, to be taken, that would result in the loss of the tax-exempt status of the interest on the Bonds. (c) The Company will indemnify and hold harmless the County and its officials, officers and employees, the Under- writer, and each officer, director, official or employee of the Underwriter, and each person, if any, who controls the Under- writer within the meaning of Section 15 of the Securities Act of 1933, as amended (collectively referred to herein as the "Indem- -6- nified Parties") , against claims asserted against any of them if such claims arise out of or are based on (i) the assertion that the Official Statement contains an alleged untrue statement of a material fact or an alleged omission to state any material fact necessary to make the statements therein not misleading in light of the circumstances under with they were made, or (ii) the failure to register the Bonds under the Securities Act of 1933 or to qualify the Indenture under the Trust Indenture Act of 1939. This indemnity includes reimbursement for expenses in- curred by the Indemnified Parties in investigating the claim and in defending it if the Company declines to assume the defense. Promptly after the commencement of any action against any Indemnified Party in respect of which indemnity is to be sought against the Company, such Indemnified Party will notify the Company in writing of such action and the Company may assume the defense thereof, including the employment of counsel and the payment of all expenses; but the omission so to notify the Company will not relieve the Company from any liability which it may have to any Indemnified Party otherwise than hereunder. The Company shall not be liable for any settlement of any such action effected without its consent, but if settled with the consent of the Company or if there is a final judgment for the plaintiff in any such action, the Company will indemnify and hold harmless any Indemnified Party from and against any loss or liability by reason of such settlement or judgment. The indem- nity agreement contained in this section shall survive delivery of the Bonds. 7. Conditions of Closing. The Underwriter ' s obli- gation to purchase the Bonds is subject to fulfillment of the following conditions at or before Closing: (a) The County' s and the Company' s representa- tions hereunder shall be true on the date hereof and on and as of the Closing date and shall be confirmed by certificates dated as of the date of the Closing. (b) Neither the County nor the Company shall have defaulted in any of its covenants hereunder. (c) The Underwriter shall have received: (i) opinions of Bond Counsel , dated as of the date of the Closing, with respect to the matters set forth in Exhibits A and B hereto; (ii) an opinion of the County Attorney dated as of the date of the Closing, with respect to the matters set forth in Exhibit C hereto; and -7- (iii) an opinion of Counsel to the Company, dated as of the date of the Closing, with respect to the matters set forth in Exhibit D hereto. (d) The County shall have filed a "small issue" election in respect of the Bonds pursuant to Treasury Regulation §1. 103-10 (b) with the appropriate office of the Internal Revenue Service. (e) As of the date of the Closing there shall not have been any change in the Conditional Commitment, which, in the judgment of the Underwriter, is material and makes it inadvisable to proceed with the sale of the Bonds; and the Underwriter shall have received a certificate of the Company that no change has occurred or, if such a change has occurred, full information with respect thereto. (f) Bond Counsel and the Underwriter shall have received such additional documentation as they may reasonably request to evidence compliance with applicable law, the validity of the Bonds, the Agreement, the Loan Agreement, the Guaranteed Note, the Note Purchase Agreement, the Indenture and this Underwriting Agreement, and to demonstrate the tax-exempt status of the interest on the Bonds and the status of the offering under the Securities Act of 1933. 8. Events Permitting Underwriter to Terminate. The Underwriter may terminate its abligation hereunder at any time before the Closing if any of the following occurs: (a) any legislative, executive or regulatory action or any court decision which, in the judgment of the Underwriter, casts sufficient doubt on the legality or the tax-exempt status of interest on obligations of the same kind and character as the Bonds so as to materially impair the marketability or lower the market price thereof; (b) any action by the Securities and Exchange Commission or a court which would require registration of the Bonds under the Securities Act of 1933 in connection with the public offering thereof, or qualification of the Indenture under the Trust Indenture Act of 1939; (c) (i) any general suspension of trading in securities on the New York Stock Exchange or the establishment, by the New York Stock Exchange, by the Securities and Exchange Commission, by any Federal or state agency, or by a decision of any court, of any limitation on prices for such trading, or (ii) any new outbreak of hostilities or other national or international calamity or crisis, the effect of which on the -8- financial markets of the United States shall be such as to make it impracticable for the Underwriter to enforce contracts for the sale of the Bonds, or (iii) a fire, flood, accident or other calamity resulting in a substantial loss to the Company which renders it impractical to consummate the sale of the Bonds and the delivery of the Bonds to the Underwriter at the initial offering price; (d) any event or condition which, in the judg- ment of the Underwriter, renders untrue or incorrect, in any material respect as of the time to which the same purports to relate, the information contained in the Official Statement, or which requires that information not reflected in such Official Statement should be reflected therein in order to make the statements and information contained therein not misleading in any material respect as of such time; provided that the County, the Company and the Underwriter will use their best efforts to amend or supplement the Official Statement to reflect, to the satisfaction of the Underwriter, such changes in or additions to the information contained in the Official Statement. If the Underwriter terminates its obligations here- under because any of the conditions specified in Section 7 or 8 hereof shall not have been fulfilled at or before the Closing , such termination shall not result in any liability on the part of the County or the Underwriter. 9. Execution in Counterparts. This Underwriting Agreement may be executed in any number of counterparts, all of which taken together shall be one and the same instrument, and any parties hereto may execute this Underwriting Agreement by signing any such counterpart. 10. Notices and Other Actions. The County: Board of County Commissioners of Weld County, Colorado P.O. Box 758 Greeley, Colorado 80632 Attention: County Attorney The Company: Tri-County Hangar Co. c/o Airport Development Corporation P.O. Box 1146 Denver, Colorado 80201 Attention: President -9- The Underwriter: The First National Bank of Denver P. O. Box 5808 Denver, Colorado 80217 Attention: Mr. Wayne G. Nielsen 11. Successors. This Underwriting Agreement will inure to the benefit of and be binding upon the parties and their successors, and will not confer any rights upon any other person. IN WITNESS WHEREOF, the County, the Company and the Underwriter, intending to be legally bound, have caused their duly authorized representatives to execute and deliver this Underwriting Agreement as of the date first written above. [SEAL] WELD COUNTY, COLORADO t,...•o y F) 4q Attest I^.c7 -' 14.4^ 3�tr, F a By hairman, oard — ClerW, Board of Cou y hairm oard of 2 Commissi ne s County Commissioners /? LEdc./ U TRI-COUNTY HANGAR CO. , a limited partnership [SEAL] By Airport Development Corporation, general partner G Attest B c_ \ J SL—\ Secretary President THE FIRST NATIONAL B K OF DENVER By ice President -10- EXHIBIT A Points to be Covered in Opinion of Bond Counsel (Terms defined in Underwriting Agreement are used here with same meanings) 1. The County is a political subdivision and a body corporate and politic, organized and validly existing under the laws of the State of Colorado, with full power and authority under the Act to undertake the Project, to execute and deliver the Agreement, the Note Purchase Agreement and the Indenture, and to issue and sell the Bonds. 2. The Agreement, the Note Purchase Agreement and the Indenture have been duly authorized, executed and delivered by the County and constitute the legal, valid and binding obligations of the County, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other laws or equitable principles affecting the enforcement of creditors ' rights. 3. All right, title and interest of the County in and to the Agreement (except for certain rights to indemnifica- tion and to payments in respect of administrative expenses of the County) , the Note Purchase Agreement, the Guaranteed Note and the Debt Service Reserve Note have been validly assigned to the Trustee. 4. The issuance and sale of the Bonds have been duly authorized by the County; such Bonds have been duly executed and delivered by the County; and, on the assumption as to authenti- cation as stated above, such Bonds are legal , valid and binding obligations of the County, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other laws or equitable principles affecting the enforcement of creditors ' rights, and are entitled to the benefit and security of the Indenture. 5. Interest on the Bonds is exempt from Federal income tax as enacted and construed on the date hereof (except as provided by Section 103 (b) (9) of the Code as to any Bond is held by a substantial user of the Project or by a "related person" , as such term is defined in Section 103 (b) (6) of the Code) , provided that the $10 million limit of Section 103 (b) (6) (D) of the Code is not and will not be exceeded. 6. Under the Act, interest on the Bonds is exempt from Colorado income tax. EXHIBIT B Points to be Covered in Supplementary Opinion of Bond Counsel (Terms defined in Underwriting Agreement are used here with the same meanings) 1 . No registration with the Securities and Exchange Commission under the Securities Act of 1933 need be made in connection with the offering and sale of the Bonds and the Indenture is not required to be qualified under the Trust Inden- ture Act of 1939. 2. The Underwriting Agreement has been duly author- ized, executed and delivered by the County. 3. The summaries of the Bonds, the Agreement, the Note Purchase Agreement, the Loan Agreement and the Indenture in the Official Statement fairly and reasonably summarize the prin- cipal provisions of such documents. Counsel shall also state that nothing has come to the attention of such counsel that would lead them to believe that the Official Statement contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. EXHIBIT C Points to be Covered in Opinion of County Attorney (Terms defined in Underwriting Agreement are used here with same meanings) 1. The County is a political subdivision and body corporate and politic, duly organized and validly existing under the laws of the State of Colorado, with full power and authority to issue the Bonds and to execute and perform its obligations under the Agreement, the Note Purchase Agreement, the Inden- ture and the Underwriting Agreement. 2. There is no action, suit, proceeding or investi- gation at law or in equity before or by any court, public board or body, pending or, to the best of such attorney' s knowledge and information, threatened against or affecting the County wherein an unfavorable decision, finding or ruling would adversely affect (i) the existence or powers of the County or its governing body, (ii) the transactions contemplated hereby and by the Official Statement or the validity of the Bonds, the Agreement, the Note Purchase Agreement, the Indenture, the Proceedings, this Underwriting Agreement or any agreement or instrument to which the County is a party and which is used or contemplated for use in the transactions contemplated hereby or by the Official Statement, or (iii) the exemption of the Bonds from Federal or Colorado income taxation. 3. The Proceedings have been duly adopted by the County, comply in all respects with the procedural rules of the County and the requirements of Colorado law and remain in full force and effect on the date hereof. 4. The members and officers of the Board of County Commissioners of the County identified in the County' s incum- bency certificate delivered at Closing have been duly elected or appointed, and, to the best of such attorney' s knowledge and information, are qualified to serve as such. 5. The Agreement, the Note Purchase Agreement, the Indenture, the Underwriting Agreement and the Bonds have been duly authorized, executed and delivered by the County and constitute valid, binding and legal obligations of the County, enforceable against the County in accordance with their respective terms, subject to state and Federal laws and equitable principles affecting the enforcement of creditors ' rights, and the performance by the County of its obligations thereunder will not violate, conflict with or constitute a default under any provision of any indenture, agreement or other instrument by which the County or any of its properties may be bound or any constitutional or statutory provisions or, to the best of such attorney' s knowledge, any order, rule, regulation, decree or ordinance of any court, government or governmental body having jurisdiction over the County or any of its prop- erty. The Bonds are entitled to the benefit and security of the Indenture. 6. No additional or further approval, consent or authorization of any governmental or public agency or authority not already obtained is required by the County in connection with (a) the issuance and sale of the Bonds to the Underwriter and (b) entering into and performing its obligations under the Bonds, the Agreement, the Note Purchase Agreement and the Inden- ture. 7. Such counsel does not believe that the Official Statement, with respect to the County, contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. -2- EXHIBIT D Points to be Covered in Company Counsel Opinion (Terms defined in Underwriting Agreement are used here with same meanings) [As to matters concerning the exemption of the Bonds from Federal income tax, counsel may rely upon the opinion rendered by Ballard, Spahr, Andrews & Ingersoll, Bond Counsel . ] 1 . The Company is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Colorado, with full legal power to execute and deliver the Guaranteed Note, the Loan Agreement, the Agreement and the Underwriting Agreement and to undertake and perform its obligations thereunder. Airport Development Corporation, the sole general partner of the Company, is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and duly qualified to do business and in good standing under the laws of the State of Colorado, with full legal power and corporate authority to act as general part- ner of the Company for the transactions contemplated by the Underwriting Agreement. Airport Development Corporation has duly authorized the execution and delivery by it, as the general partner of the Company, of the Agreement, the Guaranteed Note, the Loan Agreement and the Underwriting Agreement. 2. The Guaranteed Note, the Loan Agreement, the Agreement and the Underwriting Agreement have been duly executed and delivered by the Company and constitute the legal , valid and binding obligations of the Company, enforceable against the Com- pany in accordance with their respective terms, except as enforcement may be limited by bankruptcy, insolvency or other laws or equitable principles affecting the enforcement of creditors ' rights generally. 3. The execution and delivery of, and compliance with the terms and provisions of, the Guaranteed Note, the Loan Agreement, Agreement and the Underwriting Agreement will not conflict with, violate or constitute a default under any provi- sion of any statute, rule, order, regulation, judgment or decree to which the Company or Airport Development Corporation is sub- ject, the Company' s Agreement of Limited Partnership or Certi- ficate of Limited Partnership, Airport Development Corporation ' s Certificate of Incorporation or By-Laws, or any indenture, mort- gage, deed of trust, agreement or other instrument to which the Airport Development Corporation or Company is a party or by which either of them or any of their properties is bound. 4. Such counsel does not believe the information with respect to the Company, the Project, the Bonds, the FmHA Guaranty, the Financing Agreement, the Note Purchase Agreement, the Loan Agreement or the Indenture contained in the Official Statement, contains any untrue statement of a material fact as of the date thereof, or omits to state any material fact required to be stated therein or necessary to make the state- ments therein not misleading as of the date thereof. 5. There is no litigation, proceeding or investi- gation pending or, to such counsel ' s knowledge, threatened against the Company or Airport Development Corporation which might materially adversely affect the business or properties or financial condition of the Company or Airport Development Cor- poration, or in which an unfavorable decision, ruling or finding would adversely affect the validity or enforceability of the Guaranteed Note, the Loan Agreement, the Agreement, the Under- writing Agreement, any other documents executed by the Company, or the transactions contemplated therein, nor is the Company or Airport Development Corporation in default in any material respect under any applicable statute, rule, order or regulation of any governmental body. 6. All consents, approvals or authorizations, if any, of any governmental authority required on the part of the Company or Airport Development Corporation in connection with the execution and delivery of the Guaranteed Note, the Loan Agreement, the Agreement and the Underwriting Agreement have been duly obtained, and the Company has complied with all applicable provisions of law requiring any designation, declara- tion, filing, registration and/or qualification with any govern- mental authority in connection with such execution and delivery. 7 . No registration with the Securities and Exchange Commission under the Securities Act of 1933, as amended, need be made in connection with the offering and sale of the Bonds and the Indenture is not required to be qualified under the Trust Indenture Act of 1939, as amended. -2- SILVERADO SAVINGS & LOAN ASSOCIATION Denver, Colorado May 13, 1981 Board of County Commissioners of Weld County, Colorado P.O. Box 758 Greeley, Colorado 80632 Tri-County Hangar Co. c/o Airport Development Corporation P.O. Box 1146 Denver, Colorado 80201 Re: Weld County, Colorado — $99 ,400 Economic Development Revenue Bond (Tri-County Hangar Co. Project) 1981 Series B Gentlemen: We hereby agree to purchase the above-referenced bond (the "Bond") to be issued by Weld County, Colorado (the "County") on behalf of Tri-County Hangar Co. (the "Company") , a Colorado limited partnership, for a purchase price of $99 ,400 , plus accrued interest, subject to the following conditions: 1. The closing shall not be later than May 21, 1981. 2. Final payment of the Bond shall be by certified or cashier' s check payable in immediately available funds. 3. The interest rate on the Bond shall be 15% per annum. 4. The Bond and the Series B Trust Indenture, the Series B Financing Agreement and the Participation Agreement relating to such Bond, shall contain the terms and be in substantially the forms approved by the County at its meeting on April 6 , 1981. 5. Ballard, Spahr, Andrews & Ingersoll, Philadelphia, Pennsylvania, Bond Counsel, shall render to us an opinion to the effect that interest on the Bond is exempt from present Federal or Colorado state income taxes under existing statutes and decisions. 6. The Trustee under the Series B Trust Indenture relating to the Bond, shall be The Colorado National Bank of Denver, Denver, Colorado. 7. The items set forth on the Closing Memorandum attached hereto as Exhibit A shall be delivered at the Closing in form satisfactory to our counsel. 15. Opinion of Company Counsel. 16. Opinion of Bank Counsel. 17. Opinion of Bond Counsel. 18. Receipt, executed on behalf of County, Trustee and Purchaser, evidencing County's order to Trustee to authenti- cate Bond and to deliver to Purchaser, Purchaser's receipt of Bond and Trustee' s receipt of purchase price. 19. Investment Representation of Purchaser. 20. Financing Statements. C. Action to be Taken After Closing 1. File financing statements in respect of County' s assignment to Trustee of its interest in Financing Agreement and Participation Agreement. -4- 1 . Bond Purchase Agreement. 2. Trust Indenture. 3. Financing Agreement. 4. Participation Agreement. 5. Copies of Loan Agreement between Bank and Company (including as exhibit form of Company Note) and all collateral documents, including without limitation Deed of Trust and Security Agreement on Project Facilities, Assignment of Leases and Rents of Project Facilities and personal guarantees of the two principal stockholders of the Company. 6. County General Certificate in respect of incum- bency and signatures of officers, form and execution of Bond and other documents, no litigation, etc. (including Home Rule Charter, specimen Bond and copies of authorizing resolutions) . 7. Company General Certificate in respect of incumbency and signatures of officers of general partner, form and execution of Financing Agreement, Participation Agreement and other documents, etc. (includes copies of Agreement of Limited Partnership and Certificate of Limited Partnership of Company and copies of Certificate of Incorporation, By-Laws and authorizing resolutions of general partner). 8. Delaware Secretary of State's good standing certificate in respect of general partner, and Colorado Secretary of State' s qualification to do business certificate in respect of general partner. 9. Trustee Certificate in respect of incumbency and signatures of officers, acceptance of trust, authentication of Bonds, authorization to act as Trustee, etc. 10. Bank Certificate in respect of Participation Agreement. 11. Certificate -of Company re use of Bond proceeds. 12. Certificate of County re use of Bond proceeds. 13. $10 Million Election Letter. 14. Opinion of County Attorney. -3- The Bonds are being issued under and secured by a Series B Trust Indenture dated as of May 1, 1981 pursuant to which the County has assigned to the Trustee its rights under the Financing Agreement and the Participation Agreement. Pursuant to a letter agreement dated May _, 1981 (the "Bond Purchase Agreement") Silverado Savings & Loan Association (the "Purchaser") has agreed to purchase the Bonds. A. Action Taken Prior to Closing Among the actions taken by the County and by the Company, and other events occurring in respect of the Project, were the following: November 24, 1980 County adopted Resolution of intent to authorize issuance of Bonds. April 6, 1981 County adopted Bond Resolution supplementing Resolution adopted November 24, 1980. May 13, 1981 County adopted Resolution supple- menting Resolution adopted Novem- ber 24, 1980 and Bond Resolution adopted April 6, 1980; Bond Pur- chase Agreement executed and delivered; Official Statement executed by County. May 20, 1981 County filed $10 million election. May 21, 1981 Company entered into Loan Agree- ment with Bank. B. Action to be Taken at Closing Except as otherwise indicated, executed counterparts of the following documents, or copies thereof, are to be delivered to the County, the Company, the Trustee, the Pur- chaser, the Bank, County Attorney, Company Counsel, Bank Counsel and Bond Counsel: -2- 5747B P"A&I Draft 5/8/81 EXHIBIT A CLOSING MEMORANDUM WELD COUNTY, COLORADO $99,400 ECONOMIC DEVELOPMENT REVENUE BONDS (TRI-COUNTY HANGAR CO. PROJECT) 1981 Series B Date and Time of Closing: 9: 00 A.M. , May 21, 1981 Place of Closing: The First National Bank of Denver 621 - 17th Street Denver, Colorado 80217 BACKGROUND The Bonds are being issued by Weld County, Colorado (the "County") in connection with a project (the "Project") consisting of assisting in the permanent financing of certain aircraft hangar facilities (the "Project Facilities") to be owned and operated by Tri-County Hangar Co. (the "Company") , a Colorado limited partnership, the sole general partner of which is Airport Development Corporation. The County has determined that the Project will promote the purposes of the Colorado County and Municipality Development Revenue Bond Act. Pursuant to a Financing Agreement dated as of May 1, 1981, the Company will acquire and construct the Project Facilities and the County will assist in the permanent financing thereof by using the proceeds of the Bonds to purchase a 100% participation interest in a promissory note (the "Company Note") of the Company evidencing $99,400 principal amount of a perma- nent loan in the aggregate principal amount of $974,400 from The First National Bank of Denver (the "Bank") to the Company for the acquisition and construction of the Project Facilities. The County will purchase a 100% participation interest in the Company Note pursuant to a Participation Agreement dated as of May 1, 1981 among the County, the Company and the Bank. Board of County Commissioners of Weld County, Colorado Page 2 May 13, 1981 If the foregoing is satisfactory, please indicate your acceptance thereof by signing in the space provided below. Very truly yours, SILVERADO SAVINGS & LOAN ASSOCIATION By \G._. °t_i President The foregoing agreement is hereby accepted this 1-ci.6 day of May, 1981 [SEAL] WELD COUNTY, COLORADO Attest: Tr "" "" By / �!�,/� Clerko Board of C a ii'm�3f,).Boar of County County Co xssio Commissioners yOi ✓ / / G TRI-COUNTY HANGAR CO. , a limited partnership [SEAL] By Airport Development Corporation, general partner . Attest: By Th LJ: Si t Secretary Presid I� In the opinion of Bond Counsel, interest on the Bonds is exempt from all present Federal income tax to the extent, upon the conditions and subject to the limitations set forth herein under the heading "Tax Exemption." $975,000 WELD COUNTY, COLORADO Economic Development Revenue Bonds (Tri-County Hangar Co. Project) 1981 Series A The Bonds are special obligations of Weld County, Colorado and, except to the extent payable from Bond proceeds annvestment earnings thereof are payable solely from revenues to be derived from payments on a Note to be issued by Tri-County Hangar Co. a guarantee in respect of which Note will be issued by The Farmers Home Administration of the United States Department of Agriculture under its Business and Industrial Loan Program as described herein under THE FmHA GUARANTEE. The validity of such guarantstwill be incontestable in the hands of the Trustee,as holder of the Note, except for fraud or misrepresentation on the part of the Trustee. Neither the general'credit nor the taxing power of the County is pledged for the payment of the Bonds. Dated: May 1, 1981 Due: November 1, as shown below The Bonds will be issuable as coupon Bonds in the denomination of$5,000 each,registrable as to principal only, and as fully registered Bonds in the denomination of$5,000 or any integral multiple thereof. Coupon bonds and fully registered Bonds of the same series are interchangeable. Principal and semi-annual interest (May 1 and November 1, first payment November 1, 1981) are payable at the principal corporate trust office of The Colorado National Bank of Denver, Denver, Colorado, Trustee and Paying Agent. The Bonds are subject to redemption prior to maturity as more fully described herein. Interest Maximum Interest Maximum Maturity -Amount Rate , Price Maturity Amount Rate _ Price 1982 $15,000 10'/s% 102.762 1992 $ 40,000 10'/z% 103.372 1983 $15,000 101/2% 104.421 1993 $ 45,000 101/2% 103.523 1984 $15,000 101% 105.947 1994 $ 50,000 101/2% 103.661 1985 $20,000 101/2% 107.351 • 1995 $ 55,000 101/2% 103.011 1986 $20,000 101/2% 107.513 1996 $ 60,000 101/2% 102.705 1987 $25,000 101/2% 107.262 1997 $ 65,000 10'/2% 102.371 1988 $25,000 101/2% 106.655 1998 $ 70,000 101/2% 102.425 1989 $30,000 101/2% 106.342 1999 $ 80,000 10'/2% 102.474 1990 530,000 101/2% 105.210 2000 $ 85,000 101% 102.092 1991 $35,000 101/2% 104.195 2001 $195,000 101/2% 102.125 (Accrued Interest to be Added) The Bonds are offered when, as and if issued and received by the Underwriter and subject to the approval of legality by Ballard, Spahr, Andrews &Ingersoll, Philadelphia, Pennsylvania, Bond Counsel, and certain other conditions. It is expected that the Bonds in definitive form will be available for delivery in Denver, Colorado on May 21, 1981. ilea First of Denver The date of this Official Statement is May 13, 1981. . 13497 — W0LD •C0. 0/S - Proofs of 5-8-81 IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY MAKE OVER-ALLOTMENTS OF THE BONDS No dealer, broker, salesman or other person has been authorized by Weld County, Colorado,Tri- County Hangar Co. or the Underwriter to give any information or to make any representations with respect to the Bonds, other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon as having been authorized by any of the foregoing. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any cir- cumstances, create any implication that there has been no change in the affairs of the parties referred to above since the date hereof. TABLE OF CONTENTS Page Introductory Statement 1 The County _ 1 The Company 1 The Project Facilities 2 Application of Bond Proceeds 2 The Bonds 2 Security for the Bonds 3 The FmHA Guarantee 4 The Financing Agreement 5 The Note Purchase Agreement 6 The Loan Agreement 6 The Indenture 7 Proposed FmHA Rule 9 Tax Exemption 10 Underwriting 10 Legal Matters 10 Appendix A—Form of FmHA Loan Note Guarantee A-1 Appendix B—Proposed Form of Bond Counsel Opinion B-1 13497 - WOLD CO. 0/S - Proofs of 5-8-81 <w INTRODUCTORY STATEMENT ` This Official Statement is provided to furnish information in connection with the issuance by • Weld County, Colorado (the "County") of $975,000 aggregate principal amount of its Economic Development Revenue Bonds (Tri-County Hangar Co. Project), 1981 Series A (the "Bonds") under a Trust Indenture dated as of May 1, 1981 (the "Indenture") with The Colorado National Bank of Denver, Denver, Colorado, as Trustee (the "Trustee"). Z The Bonds are being issued pursuant to a Financing Agreement dated as of May 1, 1981 (the "Financing Agreeement") between the County and�Tri-County Hangar Co. (the "Company") to assist in the permanent financing of an aircraft hangar facility (the "Project Facilities") for the Company. Silverado Savings & Loan Association, Denver, Colorado has agreed to provide construction financing for the Project Facilites. Pursuant to a Loan Agreement dated as of May 1, 1981 (the "Loan Agreement"), The First National Bank of Denver, Denver, Colorado (the "Bank") has agreed to lend the Company $974,400 for the permanent financing of the Project Facilities (the "Permanent Loan"), The Farmers Home Administration of the United States Department of Ag- riculture ("FmHA") has committed to guarantee up to 90% of the Permanent Loan through the issuance of its Loan Note Guarantee (the "FmHA Guarantee"). Proceeds of the Bonds in the amount of $875,000 will be used by the Trustee to fund the guaranteed portion of the Permanent Loan by purchasing from the Bank the Company's Promissory Note evidencing such portion (the "Guaranteed Note"). The Trustee shall purchase the Guaranteed Note pursuant to a Note Pur- chase and Servicing Agreement dated as of May 1, 1981 (the "Note Purchase Agreement") among the County, the Company and the Bank. The remaining proceeds of the Bonds will be used to fund a Debt Service Reserve Fund established under the Indenture. The Bank will collect payments from the Company on the Guaranteed Note and will remit such payments to the Trustee for pay- ment of the principal or redemption price of and interest on the`Bonds. The principal and redemption price of and interest on the Bonds will be payable solely from moneys held for such purposes by the Trustee under the Indenture, from payments to be made by the Company or FmHA and from certain other sources, and there shall be no other recourse against the County or any other property now or hereafter owned by it. There follows a brief description of the County, the Company, the Project Facilities, the Bonds, the FmHA Guarantee and the documents relating to the issuance of the Bonds. All descrip- tions herein of such documents are qualifed in their entirety by reference thereto, all of which will be available for inspection at the office of the Trustee. During the period of the offering, copies of such documents may be obtained from The First National Bank of Denver, Denver, Colorado, in its capacity as underwriter for the Bonds (the "Underwriter"). THE COUNTY The County is a political subdivision and a body corporate and politic organized and existing under the laws of the State of Colorado. Under the Colorado County and Municipality Develop- ment Revenue Bond Act (the "Act"), the County is authorized to issue the Bonds, to use the pro- ceeds thereof to finance the Project Facilities, and to secure the Bonds by an assignment of its rights under the Financing Agreement. The County is authorized to enter into the Financing Agreement, the Note Purchase Agreement and the Indenture. THE COMPANY Tri-County Hangar Co. is a newly formed Colorado limited partnership organized for the pur- pose of providing aircraft hangars at Tri-County Airport in the Town of Erie, Weld County, Colo- rado, for lease to and use by users of such airport. The sole general partner of Tri-County Hangar Co. is Airport Development Corporation, which is a newly formed Delaware corporation organized for the purpose of providing aircraft hangars and maintenance buildings of an efficient design at community airports. Tri-County Hangar Co. and Airport Development Corporation, as its general, partner, are undertaking the construction and operation of the Project Facilities as their initial business venture. While-Tri County Hangar Co. plans to construct and operate additional-eueh 1 13497 — WOLD CO. 0/S - Proofs of 5-8-81 adjacent to Project Facilities and ' • .., , . Airport Development Corporation plans to under- take similaryrojects at other community airports. neither Tri-County Hangar Co. nor Airport Development Corporation presently has other assets and there can be no assurances as to the financial success of either of them. THE PROJECT FACILITIES The Project Facilities will consist of 87 aircraf hangar units, containing 1,050 square feet of space each, to be constructed on a 6.22 acre portion Trit ol'a 23.93 acre 99-year ground leasehold held by Airportbbexacca cxxon the site of Tri-County Airport in the Town of Erie, Weld County, Colorado. The Devel- Project Facilities constitute the initial phase of a total of 240 such units which the Company plans to opment construct and operate on such ground leasehold. Corpor- ation Construction of the Project Facilities is expected to be completed by August 15, 1951. The total cost of the Project Facilities is estimated at $1,185,000. Of such cost, $875,000 will be perma- nently financed with the proceeds of the guaranteed portion of the Permanent Loan. Any costs of the Project Facilities in excess of$875,000 will be permanently financed with other funds available to the Company under the Loan Agreement and from other sources. APPLICATION OF BOND PROCEEDS Sources: Proceeds from Sale of Bonds $975,000 Accrued Interest on Bonds 5,688 $980,972 Uses: Purchase of the Guaranteed Note $875,000 Deposit in Debt Service Reserve Fund 100,000 Deposit of Accrued Interest in Bond Fund 5,688 $980,972 THE BONDS • Dated Date: May 1, 1981 Form: Coupon bonds registrable as to principal only in the denomina- tion of$5,000 each and fully registered bonds without coupons in the denominationAof $5,000 or any integral multiple thereof. Maturities and Interest Rate: The Bonds will mature and bear interest payable semi-annually • on May 1 and November 1 of each year, commencing November 1, 1981, as set forth on the cover page hereof. Trustee, Paying Agent and Registrar: The Colorado National Bank of Denver, Denver, Colorado. Redemption Provisions: The Bonds may be redeemed as described below. Prospective purchasers of the Bonds should consider carefully all possible factors which may cause the Bonds to be redeemed earlier than •w projected as such factors are described below and under THE FmHA GUARANTEE and THE LOAN AGREEMENT. Extraordinary Redemption in Whole or in Part. The Bonds are subject to mandatory re- demption prior to maturity on any date at an Extraordinary Redemption Price equal to 100% of the '' .principal amount thereof, plus interest accrued to the redemption date: Z (a) in whole or in part, in the event and to the extent that there shall have been made a prepayment on the Guaranteed Note pursuant to the terms of the Loan Agreement from the proceeds of any insurance or condemnation awards in respect of the Project Facilitiesnor be- 2 #1 (to be held by the Company under a 21 year ground sublease hold) 13497 - WOLD •C0. 0/S - Proofs of 5.8-81 cause operation of the Project Facilities shall be enjoined and the Company shall have deter- mined to discontinue operation thereof (see THE LOAN AGREEMENT); or (b) in whole or in part, in the event the Bank shall have accelerated the Guaranteed Note and the Company shall have repaid the FmHA Loan in part or in full (see THE LOAN AGREEMENT); or (c) in whole, in the event either the Bank or FmHA shall have repurchased the Guar- anteed Note to service adequately the FmHA Loan (see THE FmHA GUARANTEE) i or (d) in whole, in the event the Trustee does not purchase the Guaranteed Note by Septem- ber 1, 1981, or in part, if and to the extent the Guaranteed Note is, on the date of its purchase by the Trustee, in a principal amount less than $875,000 (see THE FmHA GUARANTEE). Partial Redemption. Any partial redemption of the Bonds shall be by lot in inverse order of maturity. Notice of Redemption. The Indenture provides that any redemption of the Bonds will be made by publication of notice thereof once a week for two successive weeks in a financial news- paper published each business day and generally circulated in Denver, Colorado and the Borough of Manhattan, City and State of New York and The Daily Bond Buyer, the first such publication to be made not less than 30 days prior to the redemption date. The Trustee will mail a copy of such notice to all registered owners of the Bonds to be redeemed and to holders of unregistered Bonds who have filed their names and addresses with the Trustee, but failure or defect in the mailing of such notice shall not affect the validity of the redemption. No further interest will accrue on the portion of Bonds called for redemption, and holders of such Bonds will have no rights except to receive payment of the redemption price and interest accrued to the redemption date. SECURITY FOR THE BONDS The Bonds will be secured by a pledge under the Indenture by the County of its "Revenues" as such term is defined in the Indenture. Such Revenues include, without limitation, (i) until parehhnoc of the Cuaranteed Note by the Tructee pursuant to the Note Purehane Agrecm the Bends held by the Trustee for such purchase--in-the Eserew-F d cotabiiehed- under-the4nelen- ' titre; (ii) all amounts payable by the Company through the Bank in respect of the Guaranteed Note; ' (iii) any amounts held by the Trustee in the Debt Service Reserve Fund; (iv) any amounts payable by the Company in respect of its Debt Service Reserve Fund Note delivered to the Trustee pursu- ant to the Financing Agreement; (v) any proceeds of the Bonds retained by the Trustee for the payment of accrued interest on the Bonds; (vi) investment earnings in respect of any moneys held from time to time by the Trustee; and (vii) any payments made by FmHA in respect of the FmHA Guarantee. See THE INDENTURE; THE FmHA GUARANTEE; and THE LOAN AGREEMENT_ The Bonds will also be secured by a Debt Service Reserve Fund in the amount of $100,000, substantially all of which will be initially invested in investment obligations permitted by the Indenture having a maturity of February 15, 2001 and bearing interest at 113/4% per annum and a yield of 12.36% per annum. Based on such investment, the Debt Service Reserve Fund, including earnings from the investment thereof, will provide the Trustee with sufficient funds (i) to pay in- terest on and retire the Bonds issued to fund the Debt Service Reserve Fund, or (ii) to pay debt service required on the Bonds on any semi-annual interest payment date in the event of a default under the Indenture. However, in the event the investment obligations held in the Debt Service Reserve Funcmust be sold prior to maturity, there can be no assurance that any such sale will produce funds equal to the amounts paid for such obligations. Likewise, there can be no assurance that at maturity such investment obligations can be reinvested at a rate at least equal to the rate on the Bonds. Earnings on the Debt Service Reserve Fund will be accumulated in such Fund until applied by the Trustee in accordance with the IndentureASubject to the aforesaid risk upon sale of 1 the Debt Service Reserve Fund investment obligations prior to maturity, in the event of a.default 3 The Indenture provides that such earnings will be applied from time to time to pay interest on the bonds issued to fund the Debt Service Reserve Fund as it becomes due and that in the event the amount on deposit in the Debt Service Reserve Fund exceeds $125 ,000 , such excess shall be_applied to pay current interest on the bonds with a corres- pond43$97 - WOLD CO . 0/S - Proofs of 5-8-81 credit against the Company' s obligation to make payment on the Guaranteed Note. • under the Indenture and the use of the Debt Service Reserve Fund to pay debt service on the Bonds, payments made to the Trustee under the FmHA Guarantee when added to any amounts remaining in the Debt Service Reserve Fund, are anticipated to be sufficient to pay the principal of and accrued interest on the Bonds then outstanding. See THE FINANCING AGREEMENT; THE INDENTURE; and THE FmHA GUARANTEE. The holders of the Bonds shall have no right to enforce the provisions of the Indenture, the Financing Agreement, the Note Purchase Agreement, the Loan Agreement, the Guaranteed Note or the FmHA Guarantee, or to institute action to enforce the covenants thereof or the rights or remedies thereunder, except as specifically provided in the Indenture. THE BONDS ARE NOT GENERAL OBLIGATIONS OF THE COUNTY, NOR DO THEY CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE COUNTY OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWER. THE FmHA GUARANTEE FmHA is authorized to issue its Loan Note Guarantee pursuant to the Consolidated Farm and Rural Development Act, as amended (7 U.S.C. 1921 et seq.) and the FmHA Regulations for the FmHA Business and Industrial Loan Program (Subparts A and E, Part 1980 of Title 7 of the Code of Federal Regulations). The description and statements herein are qualified in their entirety by reference to the applicable provisions of the Consolidated Farm and Rural Development Act and the FmHA Regulations and to the other statutes and regulations applicable to the rights and reme- dies provided under the Loan Note Guarantee. On September 18, 1980, FmHA issued its Conditional Commitment for Guarantee in which it agreed to guarantee 90% of the Permanent Loan upon satisfaction of certain conditions. Such con- ditions include, without limitation, completion of the Project Facilities, no material change in the financial condition of the Company, and final review of the project by the Department of Agricul- «ew ture and the Department of Labor. On March 12, 1981, FmHA amended the Conditional Commit- = ment to extend the expiration date from June 1, 1981 to September 1, 1981. The failure to satisfy t2c such conditions on or before September 1, 1981 will result in the Trustee's refusal to purchase the Guaranteed Note and an Extraordinary Redemption of the Bonds. See THE BOND o Upon satisfaction of the conditions set forth in the Conditional Commitment, FmHA will ex- ecute its Loan Note Guarantee (Form FmHA 449-34) for attachment to Guaranteed Note in the principal amount of$875,000. See Appendix A for the form of Loan Note Guarantee to be attached. Pursuant to its Loan Note Guarantee, FmHA will agree to pay the Trustee, as holder of the Guar- ' anteed Note, 100% of any loss sustained on the principal of the Guaranteed Note and on any inter- est thereon through the date of payment by FmHA in accordance with and subject to the conditions and requirements of the Loan Note Guarantee. The Loan Note Guarantee constitutes an obligation supported by the full faith and credit of the United States and will be incontestable in the hands of the Trustee, except for fraud or misrepre- sentation of which the Trustee has actual knowledge at the time ittescomes a holder or in which the Trustee participates or condones. The Loan Note Guarantee is not a guarantee of the Bonds and the Bondholders will have no right to enforce the Loan Note Guarantee except through the Trustee, as holder of the Guaranteed Note. If the Company is in default for 60 days or more on its payments of principal or interest on the Guaranteed Note, or if the Bank has failed to remit to the Trustee any payments received from the Company within 30 days of such receipt, the Trustee, as holder of the Guaranteed Note, will en- force the Loan Note Guarantee. The Trustee will first make written demand on the Bank to repurchase the Guaranteed Note at a price equal to the unpaid principal balance thereof plus ac- crued interest thereon to the date of such repurchase. The Bank must exercise its option to repurchase the Guaranteed Note within 30 days after such demand. In the event the Bank does not repurchase the Guaranteed Note, the Trustee will make written demand on FmHA and FmHA must repurchase the Guaranteed Note within 30 days of such demand at a price equal to the unpaid 4 13497 - WOLD CO . 0/S - Proofs of 5-8-81 principal balance thereof plus accrued interest thereon to the date of repurchase. See THE INDENTURE —Defaults and Remedies. Assuming no discrepancy as described below, the maxi- mum period between the Company's default and repurchase by FmHA is 150 days. Upon receipt by FmHA of the Trustee's demand, FmHA will determine the amount due to the Trustee based upon information supplied by the Bank. In the event of a discrepancy between the. amountclaimed by the Trustee and the information submitted by the Bank, payment will be sus- pended until such time as the conflict has been resolved. Interest on the outstanding principal amount of the Guaranteed Note will continue to accrue until the date payment in full is made to the Trustee. The payment received by the Trustee from FmHA or the Bank upon repurchase of the Guaranteed Note is anticipated to be sufficient to retire all of the Bonds. If at any time, in the opinion of the Bank, repurchase of the Guaranteed Note by the Bank is necessary for the Bank to perform adequately its servicing responsibilities, the Trustee must sell the Guaranteed Note to the Bank for an amount equal to the unpaid principal balance thereof plus accrued interest thereon to the date of repurchase; provided that (i) the Bank is not repurchasing the Guaranteed Note for arbitrage purposes or any other purposes to further its own financial gain, and (ii) the repurchase has been approved in writing by FmHA. FmHA also has the option to repurchase the Guaranteed Note for servicing purposes at a price equal to the unpaid principal balance thereof plus accrued interest thereon to the date of repurchase. Under either of such cir- cumstances, the Bonds would be redeemed under the Extraordinary Redemption provisions contained therein. See THE BONDS_, THE FINANCING AGREEMENT Under the Financing Agreement, the County will assist in the permanent financing of the Project Facilities by issuing the Bonds and using the proceeds thereof to purchase the Guaranteed Note from the Bank. Upon purchase of the Guaranteed Note by the Trustee, the County will be deemed to have made a loan to the Company to finance the Project Facilities. Construction of the Project Facilities The Company is responsible for constructing the Project Facilities. Payment Obligations of the Company under the Financing Agreement The Company agrees in the Financing Agreement to make monthly principal payments on the Guaranteed Note to the Bank which will correspond to the maturities of$875,000 aggregate princi- pal amount of the Bonds and to make monthly interest payments on the Guaranteed Note to the Bank which will correspond to semi-annual interest payments on such Bonds. The Bank will remit such payments to the Trustee for the benefit of the Bondholders. The Guaranteed Note also con- tains provisions for prepayment corresponding to the redemption provisions of the Bonds. The Company agrees in the Financing Agreement and its Debt Service Reserve Note issued to the Trustee pursuant thereto (the "Debt Service Reserve Fund Note") to pay amounts equal to the principal of and interest on the Bonds issued to fund the Debt Service Reserve Fund, such payments to be made by the Company to the Trustee from time to time if and to the extent that amounts on deposit in the Debt Service Reserve fund and the investment earnings thereon are insufficient to pay when due the principal of and interest on such Bonds. The Company also agrees to pay from time to time such amounts as may be required to make up any deficiencies in Revenues. In addition, the Company agrees to pay all reasonable fees and expenses of the Trustee and reasonable expenses of the County. The Financing Agreement, the Guaranteed Note and the Debt Service Reserve Note provide that the Company's obligation to pay is absolute and unconditional. 5 13497 - WOLD CO . 0/S - F roof s of 5-8-81 . • Certain Covenants of the Company Tax Exemption. The Company covenants that it will not take any action which would cause the interest on the Bonds to become subject to Federal income tax under the Internal Revenue Code of 1954 as in effect on the date the Bonds are issued. See TAX EXEMPTION. .., Operation and Maintenance of the Project Facilities. The Company will maintain and op- erate the Project Facilities during their useful life or until they are replaced with facilities of at least equal utility, but the Company is not required to operate any portion of any property after it is no longer economical and feasible to do so. THE NOTE PURCHASE AGREEMENT The Note Purchase Agreement sets forth the conditions upon which the Trustee, as the Coun- ty's assignee under the Indenture, will use the proceeds of the Bonds to purchase the Guaranteed Note. Such conditions include, without limitation, delivery by the Bank to the Trustee of the Guar- anteed Note with t e Loan Note Guarantee executed by FmHA attached thereto. The Note Pur- chase Agreement also sets forth the Bank's responsibility for servicing the Guaranteed Note, including, without limitationremitting the Company s payments thereon to the Trustee. If the Trustee does not purchase the Guaranteed Note by September 1, 1981 and is released from its obligations under the Note Purchase Agreement, the amounts held in the Escrow Fund and the Debt Service Reserve Fund established under the Indenture will be used to redeem the Bonds as provided in the Indenture. It is expected that the Guaranteed Note will be purchased by the Trustee on or about August 15, 1981. THE LOAN AGREEMENT Under the Loan Agreement, the Bank will lend $974,400 to the Company for the permanent financing of the Project Facilities. The Permanent Loan is evidenced by the Guaranteed Note, in the aggregate principal amount of$875,000, and the Unguaranteed Note, in the principal amount of $99,400. The Loan Agreement provides that in the event of any casualty loss or condemnation in re- spect of the Project Facilities, any insurance proceeds or condemnation award in respect thereof shall be paid to the Bank, which, at its option, may apply the same to the prepayment of the Perma- nent Loan or to the restoration or repair of the Project Facilities. In the case of any such prepay- ment of less than the entire outstanding principal amount of the Permanent Loan, such prepayment shall be applied pro rata to the outstanding principal amounts of the Guaranteed Note and the Unguaranteed Note. (Insert sentence below) The Loan Agreement sets forth certain Events of Default, which, if such events occur and are not cured by the Company within the permitted grace periods, will permit the Bank to declare the outstanding principal balance of and accrued interest on the Guaranteed Note and the Unguaranteed Notgimmediately due and payable. Such Events of Default include, without limita- tion,inpamgls failurefto pay the principal of, premium, if any, and interest on the Guaranteed of the Note or the Unguaranteed Note; any representation or warranty of the Company or any personal compan guarantor in the Loan Agreement or any document delivered pursuant thereto proves to have beeg materially incorrect when made; failure o f the Company or any personal guarantor to perform or observe any covenant or agreement set forth in the Loan Agreement or any document delivered pursuant thereto; failure of the Company or any personal guarantor to pay any other indebtedness; and the occurrence of certain events of bankruptcy with respect to the Company or any personal guarantor. The Trustee has no authority to waive any default under the Loan Agreement and the decision to accelerate the Guaranteed Notgis solely that of the Bank. Acceleration of the Guar- anteed Note and subsequent repayment of the FmHA Loan will result in an Extraordinary Re- demption of the Bonds upon receipt of such repayment by the Trustee. See THE BONDS. 6 The Loan Agreement further provides that the Permanent Loan may be prepaid in full in the event the operation of Project Facilities is enjoined and the Company shall have determined to discontinue operation thereof. _ 13497 - WOLD CO . 0/S - Proofs of 5-8-81 THE INDENTURE <2 The following, in addition to information contained above under THE BONDS, summarizes 7-'h certain provisions of the Indenture. General The Indenture constitutes an assignment by the County to the Trustee, in trust to secure pay- ment of the Bonds (including any additional Bonds issued thereunder), of all of the County's right, title and interest in, to and under the Financing Agreement (except the County's rights to receive payments for its expenses and indemnification), the Note Purchase Agreement, the Guaranteed Note and the Debt Service Reserve Note. Additional Bonds The Indenture provides that additional Bonds of a series other than the Bonds offered hereby may be issued to finance completion of the construction of the Project Facilities or any additional facilities to be financed under the Financing Agreement or to refund any series of Bonds issued under the Indenture to the extent permitted by the terms thereof. Such additional Bonds may be issued only upon compliance with the requirements of the Indenture, and will be equally and rat- ably secured under the Indenture with the Bonds offered hereby, without priority or distinction. Escrow Fund; Bond Fund The net proceeds of the Bonds (other than accrued interest and amounts deposited in the Debt Service Reserve Fund) shall be credited to the Escrow Fund established under the Indenture for purchase of the Guaranteed Note. From the net proceeds of the Bonds, there shall be deposited in the Bond Fund established under the Indenture an amount equal to the accrued interest, if any, paid by the initial purchasers. All Guaranteed Note payments and any Debt Service Reserve Fund Note payments will be depos- ited in the Bond Fund. Moneys in the Bond Fund shall be used solely for payment, when due, of the principal or redemption price of and interest on the Bonds. Debt Service Reserve Fund From the net proceeds of the Bonds, there shall be deposited in the Debt Service Reserve Fund established under the Indenture an amount equal to $100,000. The Debt Service Reserve Fund will be used by the Trustee to make up any deficiencies in the Bond Fund with respect to payments of principal or redemption price of and interest on the Bonds. Amounts sufficient to pay interest on $100,000 aggregate principal amount of Bonds will be transferred from time to time from the Debt Service Reserve Fund to the Bond Fund to pay such interest as it becomes due. Upon payment of all amounts due under the Guaranteed Note or repurchase of the Guaranteed Note by the Bank or FmHA, the Trustee will apply the Debt Service Reserve Fund to the redemp- tion of Bonds then outstanding. See SECURITY FOR THE BONDS. Investments The Indenture provides that moneys received by the Trustee under the Indenture shall be deposited as trust funds with the Trustee until or unless otherwise invested or deposited as pro- vided in the Indenture. The Trustee shall, at the request and direction of the Company, invest moneys held intithe Escrow Fund and the Debt Service Reserve Fund in the following obligations: (i) obligations issued or guaranteed by the United States of America; (ii) obligations issued or guar- anteed by any state of the United States or the District of Columbia receiving the highest rating of Standard and Poor's Corporation; (iii) commercial or finance company paper receiving the highest rating of Standard and Poor's Corporation;.(iv) certificates of deposit, time deposits or other simi- lar banking arrangements issued by the Trustee and/or any bank or trust company or financial institution, such investments to be fully secured by obligations of the type specified in (i) above; (v) 7 13497 — WOLD CO. 0/S - Proofs of 5-8-81 certificates of deposit issued by any bank or trust company receiving the highest rating of Standard & Poor's Corporation; (vtlisertificates of deposit issued by any bank or trust company or savings and loan association and fully insured by the Federal Deposit Insurance Corporation or the Federal Savings and Loan Insurance Corporation; and repurchase agreements which are fully secured by obligations of the type specified in (i) above. Substantially all of the $100,000 of Bond proceeds to be deposited in the Debt Service Reserve Fund will be initially invested in such investment obligations having a maturity of February 15, 2001 and bearing interest at 113/4% per annum and a yield of 12.36% per annum. At the direction of the Company, the Trustee may invest moneys held in the Bond Fund in direct obligations of the United States of America or repurchase agreements as described above maturing on or before the date or dates when the payments in respect of principal or redemption price or interest on the Bonds for which such moneys are held are to become due. The interest and income received upon such investments of a Fund and any profit or loss resulting from the sale of any investment shall be added to or charged to such Fund. Defaults and Remedies The Indenture specifies, as an Event of Default, the failure to pay when due the principal or redemption price of and interest on any Bond issued thereunder or the use of the Debt Service Reserve Fund to make such payment. No acceleration of the Bonds shall occur, and the Event of Default shall be cured, if all past due payments on the Guaranteed Note are made prior to the date upon which the Trustee may make demand under the FmHA Guarantee. If an Event of Default has occurred and is continuing at such time, the Trustee shall accelerate the Bonds and make demand upon the Bank and FmHA for the repurchase of the Guaranteed Note in accordance with the FmHA Guarantee. See THE FmHA GUARANTEE. In the event FmHA and the Bank fail to repurchase the Guaranteed Note, the Trustee may, and upon the written request of the holders of 25% in aggregate principal amount of the Bonds then outstanding and receipt of indemnity to its satisfaction shall, take such actions at law or in equity as may be necessary to enforce the rights of the Bondholders. No Bondholders shall have any right to pursue remedies under the Indenture unless the Trustee shall have been given written notice of a default, the holders of 25% in ag- gregate principal amount of the Bonds then outstanding shall have requested the Trustee to pursue a remedy, the Trustee shall have been offered satisfactory indemnity against costs, expenses and liabilities, and the Trustee shall have failed to comply with such request within a reasonable time. Any moneys received or held by the Trustee following a default shall be applied first to the payment of the expenses of the Trustee, including reasonable counsel fees and its reasonable com- pensation; second, to the payment of principal or redemption price and interest then owing on the Bonds issued pursuant to the Indenture, including any interest on overdue interest, and then, in case such moneys shall be insufficient to pay the same in full, to the payment of principal or re- demption price and interest ratably, without preference or priority of one over another or of any installment of interest over any other installment of interest; and, third, to the payment of ex- penses of the County, including reasonable counsel fees, actually incurred in connection with the financing of the Project Facilities and remaining unpaid. If, after the principal of the Bonds then outstanding has been so declared to be due and pay- able, all arrears of interest upon such Bonds (and interest on overdue installments of interest at the rate borne by the Bonds) are paid or caused to be paid by the County, the holders of a majority in principal amount of the Bonds then outstanding, by notice to the County and to the Trustee, may annul such declaration and its consequences and such annulment shall be binding upon the Trustee and upon all Bondholders; but no such annulment shall extend to or affect any subsequent default or impair any right or remedy consequent thereon. 8 13497 - WOLD CO. 0/S - Proofs of 5-8-81 Supplemental Indenture; Amendment of Financing Agreement and Note Purchase Agreement Subject to the conditions and restrictions in the Indenture, the County may enter into an indenture or indentures supplemental thereto without notice to or the consent of the Bondholders ti (i) to set forth any or all of the matters in connection with the issuance of additional Bonds; (ii) to add additional covenants of the County or to surrender any right or power conferred upon the County by the Indenture; and (iii) to cure any ambiguity or to cure, correct or supplement any defective provision of the Indenture in such manner as shall not be inconsistent with the Indenture and shall not impair the security thereof or adversely affect Bondholders. The Indenture may be amended from time to time (with certain exceptions) by a supplemental indenture approved by the holders of at least 66%% in aggregate principal amount of the Bonds then outstanding. The Financing Agreement and the Note Purchase Agreement may be amended with the con- sent of the Trustee, provided that any amendment which would adversely affect any Bondholders must be consented to by at least 66%% of such Bondholders. • Defeasance When the principal or redemption price of and interest on all Bonds issued under the Inden- ture have been paid, or provision has been made for payment of the same, the Trustee's right, title and interest in the Financing Agreement, the Note Purchase Agreement, the Guaranteed Note, the Debt Service Reserve Note and the moneys payable thereunder shall thereupon cease and the Trustee, on demand of the County, shall release the Indenture in respect thereof and shall turn over to the Company all balances then held by it not required for the payment of Bonds. Without limiting the generality of the foregoing, provision for the payment of Bonds shall be deemed to have been made upon the delivery to the Trustee of (i) cash in an amount sufficient to make all payments specified above, or (ii) noncallable obligations issued or guaranteed by the United States of America maturing on or before the date or dates when the payments specified above shall be- come due, the principal amount of which and the interest thereon, when due, is or will be, in the aggregate, sufficient without reinvesment to make all such payments, or (iii) any combination of cash and such obligations. Concerning the Trustee The Indenture specifies the duties and responsibilities of the Trustee and permits the Trustee to own any Bonds and engage in other transactions with the County or the Company. The Trustee may be one of the banks with which the Company maintains depository and other normal banking relationships. The Trustee may resign and be discharged of the trusts created by the Indenture by written resignation filed with the County and the Company not less than 60 days before the date when it is to take effect. Notice of such resignation by publication is required by the Indenture. PROPOSED FmHA RULE On December 10, 1979, FmHA published notice of a proposed rule in the Federal Register (44 F.R. 70741) which, among other provisions, would prohibit the guarantee of any loan, a portion of which is to be purchased with the proceeds of tax-exempt bonds. Written comments were re- quested to be submitted on or before February 8, 1980. As of the date hereof, FmHA has taken no further official action with respect to the proposed rule. Notwithstanding the proposed rule, FmHA has approved the Loan Agreement and has indicated that final regulations, if adopted, will not affect the FmHA Guarantee described herein. 9 13497 - WOLD CO . 0/S - Proofs of 5-8-81 TAX EXEMPTION In the opinion of Ballard, Spahr, Andrews & Ingersoll, Philadelphia, Pennsylvania, Bond Counsel, interest on the Bonds is exempt from Federal income tax as enacted and construed on the date of issuance, provided that interest on any Bonthwill not be exempt during any period such Bond is held by a"substantial user" of the Project Facilities or by a"related person", as such terms are used in Section 103(b)(9) of the Internal Revenue Code of 1954, as amended, (the "Code"), and further provided that the $10,000,000 limit in Section 103(b)(6)(D) of the Code is not and will not be exceeded. Under the Act, interest on the Bonds is exempt from Colorado income taxes. UNDERWRITING The First National Bank of Denver, as underwriter (the "Underwrite') has agreed, subject to certain customary closing conditions, to purchase the Bonds from the County at a price equal to 100% of the aggregate principal amount thereof. The Company will pay the Underwriter a fee of $24,360 for underwriting the Bonds, and the Underwriter has advised the County that it also ini- tially intends to reoffer the Bonds at the maximum prices set forth on the cover page hereof. If the Bonds are sold at such prices, the Underwriter will receive the fee to be paid by the Company, plus the excess of the aggregate price of the Bonds over the aggregate principal amount thereof. If the Bonds are sold at such prices, the aggregate underwriting spread would be $56,914.44. The offer- ing price and selling terms may be varied by the Underwriter from time to time. LEGAL MATTERS Legal matters incident to the authorization and issuance of the Bonds by the County are sub- ject to the unqualified approving opinion of Ballard, Spahr, Andrews & Ingersoll, Philadelphia, Pennsylvania, Bond Counsel. The text of such opinion will be printed on the Bonds. Certain legal matters will be passed upon for the County by the County Attorney, Thomas David, Esq., Gree- ley, Colorado. Certain legal matterwill be passed upon for the Company by Esperti, Elrod, Katz, Peterson, Schmidt & Preeo, P.C., Denver, Colorado. This Official Statement was duly approved, executed and delivered by the County on May/3 1981. WELD COUNTY, COLORADO • By: Chairman, Board o County Commissioners 10 13497 - W0LD -CO. 0/S - Proofs of 5-8-81 r_ • • • APPENDIX A • FMHA LOAN NOTE GUARANTEE • USDA-Fm HA Fe-rm FmHA 449-34 (Rev.-d.3.78) (State Type of Loan: Applicable 7 C.F.R.Put 1980 Subpart County • LOAN NOTE GUARANTEE > Date of`tote Borrower I FmHA Loan Identifccatinn Number Lender • -. Lender's IRS ID Tax No. Lender's Address Principal Amount of Loan IS The guaranteed portion of the loan is S which is percent of loan principal.The principal amount of loan is evidenced by note(()(includes bonds as appropriate) described below.The guaranteed portion of each note is indicated below.This instrument is attached to note in the face amount of S and is number of LENDERS PERCENT OF IDENTIFYING NUMBER FACE AMOUNT FACE AMOUNT AMOUNT GUARANTEED • • • TOTAL S 100% S In consideration of the making of the subject loan by the above named Lender.the Untied States of Amens.acting through the Farmers Home Administration of the United States Department of Agriculture(herein called"FmHA").pursuant to the Consolidated Farm and Rural Development Act (7 US.C. 1921 et. seq.). the Emergency Livestock Credit Act of 1974 17 U.S.C. note preceding 1961. P.L. 93-357 as amended), the Emergency Agncultural Credit Adjustment Act of 1978 17 U.S.C.note preceding 1921.P.L.95.334).or Tide V of the Housing Act of 1949(42 US.C. 1471 et.seq.)does hereby agree that in accordance with and subject to the conditions and requirements herein,it will pay to: A. Any Holder 100 percent of any loss sustained by such Holder on the guaranteed portion and on interest due (including any loan subsidy)on such portion. B. The Lender the Inset of 1.or 2.below: I. Any loss sustained by such Lender on the guaranteed portion including: a. Principal and interest indebtedness as evidenced by said note(s) or by assumption agreement(s),and 0. Any loan subsidy due and owing,and Pnncipal and interest indebtedness on secured protective advances for protection and preservation of collateral made with FmHAs authonzation. including but not gunned to. advances for taxes. annual assessments.any ground rents,and hazard or flood insurance premiums affecting the collateral.or -. The guaranteed principal advanced to or assumed by the Borrower under said notes), or assumption agreements) and any interest due(including any loan subsidy)thereon. • If Fmi'.A conducts the liquidation of the loan,loss occasioned to a Lender by accruing interest(including any loan subsidy) alter the date FmHA accepts responsibility for liquidation will not be covered by this Loan Note Guarantee. If Lender conducts the liquidation of the loan.accruing interest [including any loan subsidy]shall be covered by this Loan Note Guarantee to date of final settlement when the Lender conducts the liquidation expeditiously in accordance with the liquidation plan approved by EmHA. Definition of Holder. The Holder is the person or organization other than the Lender who holds all or part of the guaranteed portion of the loan with no servicing responsibilities. When the Lender assigns a part(s) of the guaranteed loan to an assignee, the assignee becomes a Holder only when he uses Form FmHA 449.36"Assignment Guarantee Agreement." Position 2 FmHA 449.34 (Rev.8.3-781 A-1 • 13497 - W0LD 'C0 . 0/S - Proofs of 5-8-81 • • Definition of Lender. The Lender is the person or organization making and servicing the loan which is guaranteed under the provisions of the • applicable Subpart 7 CFR of Part 1980. The Lender is also the party requesting a loan guarantee. CONDITIONS OF GUARANTEE I. Loan Servicing Lender will be responsible for servicing the entire loan, and Lender will remain mortgagee and/or secured party of record notwithstanding the fact that another party may hold a portion of the loan.When multiple notes are used to evidence a loan. Lender will structure repayments as provided in the loan agreement. 2. Priorities. The entire loan will be secured by the sante security with equal lien priority for the guaranteed and unguaranteed portions of the loan. The unguaranteed portion of the loan will not be paid first nor given any preference or priority over the guaranteed portion. 3. Full Faith and Credit. The Loan Note Guarantee constitutes an obligation supported by the full faith and credit of the United States and is incontestable except for fraud or misrepresentation of which Lender or any Holder has actual knowledge at the time it became such Lender or Holder or which Lender or any Holder participates in or condones. In addition. the Loan Note •. Guarantee will be unenforcible by Lender to the extent any loss is occasioned by the violation of usury laws. use of loan funds for unauthorized purposes,negligent servicing,or failure to obtain the required security regardless of the time at which FmHA acquires knowledge of the foregoing. As used herein,the phrase"use of loan funds for unauthorized purposes"refers to the situation in which the Lender in fact agrees with the Borrower that loan funds are to be so used and the phrase "unauthorized purpose" means any purpose not listed by the Lender in the completed application as approved by FmHA. 4. Rights and Liabilities. The guarantee and nght to require purchase will be directly enforceable by Holder notwithstanding any fraud or misrepresentation by Lender or any unenforceability of this Loan Note Guarantee by Lender.Nothing contained herein will constitute any waiver by FmHA of any rights it possesses against the Lender. Lender will be liable for and will promptly pay to FmHA any payment made by FmHA to Holder which if such Lender had held the guaranteed portion of the loan.FmHA would not be required to make. 5. Payments. Lender will receive all payments of principal. or interest,and any loan subsidy on account of the entire loan and will promptly remit to Holder(s) its pro rata share thereof determined according to its respective interest in the loan, less only Lender's servicing fee. 6. Protective Advances. • Protective advances made by Lender pursuant to the regulations will be guaranteed against a percentage of loss to the same extent as provided in this Loan Note Guarantee notwithstanding the guaranteed portion of the loan is held by another. 7. Repurchase by Lender. The Lender has the option to repurchase the unpaid guaranteed portion of the loan from the Holder(s)within 30 days of written demand by the Holder(s)when:(a)the borrower is in default not less than 60 days on principal or interest due on the loan or(b)the Lender has failed to remit to the Holder(s)its pro rata share of any payment made by the borrower or any loan subsidy within 30 days of its receipt thereof.The repurchase by the Lender will be for an amount equal to the unpaid guaranteed portion of principal and accrued interest(including any loan subsidy)less the Lender's servicing fee.Holder(s)will concurrently send a copy of demand to FmHA.The Lender will accept an assignment without recourse from the Holders(s) upon repurchase. The Lender is encouraged to repurchase the loan to facilitate the accounting for funds, resolve the problem,and to permit the borrower to cure the default,where reasonable.The Lender will notify the Holder(s)and FmHA of its decision. 8. FmHA Purchase, If Lender does not repurchase as provided by paragraph 7 hereof, FmHA will purchase from Holder the unpaid principal balance of the guaranteed portion together with accrued interest(including any loan subsidy)to date of repurchase. less Lender's servicing fee, within thirty (30) days after written demand from Holder.Such demand will include a copy of the written demand made upon the Lender. The Holders) or its duly authorized agent will also include evidence of its nght to require payment from FmHA. Such evidence will consist of either the original of the Loan Note Guarantee properly endorsed to FmHA or the original of the Assignment Guarantee Agreement properly assigned to FrnHA without recourse including all rights, title, and interest in the loan. FmHA will be subrogated to all rights of Holders(s). The Holder(s) will include in its demand the amount due including unpaid principal, unpaid interest (including any loan subsidy) to date of demand and interest (including any loan subsidy)subsequently accruing from date of demand to proposed payment date. Unless otherwise agreed to by FmHA. such proposed payment will not be later than 30 days from the date of demand. ' The FmHA County Supervisor will promptly notify the Lender of his receipt of the Holder(sfs demand for payment. The Lender will promptly provide the FmHA County Supervisor with the information necessary for FmHA's determination of the appropriate amount due the Holder(s). Any discrepancy between the amount claimed by the Holder(s) and the information submitted by the Lender must be resolved before payment will be approved.FmHA will notify both parties who must resolve the conflict before payment by FmHA will be approved.Such a conflict will suspend the running of the 30 day payment requirement. Upon receipt of the appropriate information, FmHA County Supervisor will review the demand and submit it to the State Director for verification. After reviewing the demand the State Director will transmit the request to the FmHA Finance Office for issuance of the appropriate check. Upon issuance. the Finance Office will notify the County Supervisor and State Director and remit the check(s)to the Holder(s). A-2 13497 - WOLD -CO . 0/S - Proofs of 5-8-81 9 Lender's Obligations. • Lender consents to the purchase by FrnHA and agrees to furnish on request by FmHA a current statement certified by an appropriate authorized officer of the Lender of the unpaid principal and interest then owed by Borrowers on the loan and the amount including any loan subsidy then owed to any Holder(s). Lender.agrees that any purchase by FmHA does not change,alter or modify any of the Lender's obligations to FmHA arising from said loan or guarantee nor does it waive any of FmHA's rights against Lender,and that FmHA will have the right to setoff against Lender all rights inuring to FmHA as the • Holder of this instrument against FmHA's obligation to Lender under the Loan Nose Guarantee. 10. Repurchase by Lender for Servicing. If, in the opinion of the Lender,repurchase of the guaranteed portion of the loan is necessary to adequately service the loan. the Holder'will sell the portion of the loan to the Lender for an amount equal to the unpaid principal and interest (including any loan subsidy)on such portion less Lender's servicing fee. a. The Lender will not repurchase from the Holder(s) for arbitrage purposes or other purposes to further its own financial gain. b. Any repurchase will only be made after the Lender obtains FmHA written approval. c. If the Lender does not repurchase the portion from the Holder(s), FmHA at its option may purchase such guaranteed portions for servicing purposes. 11. Custody of Unguaranteed Portion. The Lender may retain,or sell the unguaranteed portion of the loan only through participation.Participation,as used in this instrument, means the sale of an interest in the loan wherein the Lender retains the note,collateral securing the note, and all responsibility for loan servicing and liquidation. 12. When Guarantee Terminates. This Loan Note Guarantee will terminate automatically (a) upon full payment of the guaranteed loan:or(Is)upon full payment of any loss obligation hereunder: or (c) upon written notice from the Lender to FmHA that the guarantee will terminate 30 days after the date of notice, provided the Lander holds all of the guaranteed portion and the Loan Note Guarantee(s) are returned to be cancelled by FmHA. 13. Settlement. The amount due under this instrument will be determined and paid as provided in the applicable Subpart of Part 1980 of Title 7 CFR in effect on the date of this instrument. 14. Loan Subsidy. 'In addition to the interest rate of the note attached hereto,FmHA will pay a loan subsidy of percent per year.Payments will be made annually. IS. Notices. All notices and actions will be initiated through the FmHA County Supervisor for (County) (State)with mailing address at the date of this instrument: • UNITED STATES OF AMERICA Farmers Home Administration By: Title Date Assumption Agreement by dated 19,_ Assumption Agreement by_ dated 19_ if not applicable delete paragraph prior to execution of this instrument. • A-3 13497 - WOLD CO. 0/5 - Proofs of 5-8-81 APPENDIX B Text of Opinion of Bond Counsel BALLARD, SPAbIR, ANDREWS & INGERSOLL Philadelphia, Pennsylvania Re: Weld County, Colorado -- $975,000 Aggregate Principal Amount of Economic Development Revenue Bonds (Tri-County Hangar Co. Project), 1981 Series A, Dated May 1, 1981 We have acted as Bond Counsel in connection with the issuance by Weld County, Colorado (the "County") of $975,000 aggregate principal amount of its Economic Development Revenue Bonds (Tri-County Hangar Co. Project), 1981 Series A, dated May 1, 1981 (the "Bonds"). The Bonds are being issued under the County's Trust Indenture dated as of May 1, 1981 (the "Inden- ture") to The Colorado National Bank of Denver, Denver, Colorado, as Trustee (the "Trustee") to accomplish the public purposes of the Colorado County and Municipality Development Revenue Bond Act (the "Act") by assistinQTri-County Hangar Co., a Colorado limited partnership (the "Company") in the permanent financing oiircraft hangar facilities located in Weld County, Colo- rado (the "Project Facilities"). The County and the Company have entered into a Financing Agree- ment dated as of May 1, 1981 (the "Financing Agreement") pursuant to which the Company will construct the Project Facilities and the County will assist in the permanent financing thereof. To permanently finance the Project Facilities, the Company and The First National Bank of Denver, Denver, Colorado (the "Bank") have entered into a Loan Agreement dated as of May 1, 1981 (the "Loan Agreement") pursuant to which the Bank will lend to the Company $974,400 (the "Permanent Loan"). To evidence the Permanent Loan, the Company will execute and deliver to' the Bann: a note in the principal amount of $99,400 (the "Ungtaranteed Note") and a note in the principal amount of $875,000 (the "Guaranteed Note"). The Farmers Home Administration of the United States Department of Agriculture ("FmHA"), in its Conditional Commitment for Guar- antee dated September 18, 1980, as amended (the "FmHA Commitment"), has agreed to guarantee the Company's payments under the Guaranteed Note. Upon satisfaction of the conditions contained in the FmHA Commitment, FmHA will execute and deliver to the Bank its Loan Note Guarantee for attachment to the Guaranteed Note. The date upon which the Loan Note Guarantee will be issued is referred to herein as the "Closing Date". The Closing Date is expected to occur on or about August 15, 1981. To assist the Company in the permanent financing of the Project Facilities, the County has entered into a Note Purchase and Servicing Agreement dated as of May 1, 1981 (the "Note Pur- chase Agi_eement") with the Bank and the Company. The County has assigned the Note Purchase Agreement to the Trustee under the Indenture. Pursuant to the Note Purchase Agreement, the Trustee, on the Closing Date and upon receiving an opinion of counsel to the effect that the Loan Note Guarantee constitutes an obligation supported by the full faith and credit of the United States of America, will purchase the Guaranteed Note from the Bank with $875,000 of Bond proceeds. Prior to such purchase, the Trustee will hold the proceeds of the Bonds as security for the Bondholders. After the Closing Date, the Guaranteed Note will be payable to the Trustee through the Bank over the life of the Bonds at times and in amounts sufficient to pay debt service on $875,000, ag- gregate principal amount of the Bonds. In addition to the guar4rjty of FmHA, the Guaranteed Note will be secured pro rata with the Unguaranteed Note byersonal guarantees of Mr. David B. Wilkin and Mr. Dale G. Harrington (each of whom is a 45% stockholder of Airport Development Corporation, the sole general partner of the Company), aim a deed of trust on-and accunty tntcrcot Lees. However, as holder of the Guaranteed Note, the Trustee will have no direct rights to enforce either thQipe?sonal guarantees,er the deed of trucit c. tr arity tntorree Pursuant to the Financing Agreement, the Company has issued its Debt Service Reserve Note dated May 1, 1981 in the principal amount of $100,000 to evidence its obligation to pay to the B-1 #1 a Deed of Trust on and a Security Interest in the Project Facilities , an Assignment of Leases of the Project Facilities and #2 Deed of Trust , Security Interest , the Assignment of Leases or the 13497 - WOLD ,CC . 0/S - Proofs of 5-8-81 57'8/81 WELD COUNTY, COLORADO RESOLUTION Adopted: May 13, 1981 SUPPLEMENTING RESOLUTION ADOPTED NOVEMBER 24, 1980 AND RESOLUTIONS ADOPTED APRIL 6, 1981 . WHEREAS, the County by resolution adopted November 24, 1980 (the "Project Resolution) declared its intention to autho- rize the issuance of its bonds pursuant to the County and Munic- ipality Development Revenue Bond Act (the "Act") to finance the construction of certain aircraft hangar facilities (the "Proj- ect") for Airport Development Corporation d/b/a Tri-County Hangar Co. ; and WHEREAS, the County has determined that the Project will promote the public purposes of the Act; and WHEREAS, in futherance of the Project Resolution and to assist in the permanent financing of the Project, the County has determined to enter into a Financing Agreement dated as of May 1, 1981 (the "Financing Agreement") pursuant to which the County will (i) issue $975, 000 aggregate principal amount of its bonds to be known as "Economic Development Revenue Bonds (Tri-County Hangar Co. Project) , 1981 Series A" (the "Series A Bonds") under and pursuant to a Trust Indenture dated as of May 1, 1981 (the "Indenture") to The Colorado National Bank of Denver, as trustee (the "Trustee" ) , and (ii) enter into a Note Purchase and Servicing Agreement dated as of May 1 , 1981 (the "Note Purchase Agreement" ) to use the proceeds of the Series A Bonds to purchase a Note, guaranteed by the Farmers Home Administration of the United States Department of Agriculture, evidencing approximately 90% of a loan for the permanent financing of the Project; and WHEREAS, also in furtherance of the Project Resolution and to assist in the permanent financing of the Project, the County has determined to enter into a Series B Financing Agree- ment dated as of May 1, 1981 (the "Series B Financing Agree- ment" ) pursuant to which the County will (i) issue $99, 400 aggregate principal amount of its bonds to be known as "Economic Development Revenue Bonds (Tri-County Hangar Co. Project) , 1981 Series B" (the "Series B Bonds") under and pursuant to a Series B Trust Indenture dated as of May 1 , 1981 (the "Series B Indenture") to the Trustee and (ii) to enter into a Participa- tion Agreement dated as of May 1, 1981 (the "Participation Agreement") to use the proceeds of the Series B Bonds to pur- chase a 100% participation in a Note evidencing the balance of said loan for the permanent financing of the Project ; and WHEREAS, The First National Bank of Denver has pro- posed to purchase the Series A Bonds pursuant to an Underwriting Agreement with the County (the "Underwriting Agreement" ) and Silverado Savings & Loan Association has proposed to purchase the Series B Bonds pursuant to a letter agreement with the County (the "Bond Purchase Agreement") ; and WHEREAS, the County by Resolutions adopted April 6, 1981 (the "Bond Resolutions" ) (i) approved the Financing Agree- ment, the Indenture, the Note Purchase Agreement, the Underwrit- ing Agreement, the Series B Financing Agreement, the Series B Indenture, the Participation Agreement and the Bond Purchase Agreement, and authorized the execution and delivery thereof, (ii) authorized and directed the issuance and delivery of the Series A Bonds and the interest coupons pertaining thereto and the Series B Bonds, (iii) provided for the principal amounts, numbers, provisions for redemption and maturities of, and rates of interest on, the Series A Bonds and the Series B Bonds, (iv) determined the revenues to be paid on the Series A Bonds and the Series B Bonds, (v) requested the Trustee to authenti- cate the Series A Bonds and the Series B Bonds, (vi) authorized investments by the Trustee, (vii) authorized the execution and delivery of an Official Statement relating to the Series A Bonds, and (viii) authorized incidental action to effectuate the foregoing; and WHEREAS, Airport Development Corporation proposes to change the form of the Company for whom the Project is being undertaken from Airport Development Corporation d/b/a Tri-County Hangar Co. to Tri-County Hangar Co. , a Colorado limited partner- ship, the sole general partner of which is Airport Development Corporation, and has requested the County to approve such change; NOW, THEREFORE, BE IT RESOLVED, by the Board of County Commissioners of Weld County, Colorado, that: 1 . The change of the Company for whom the Project is being undertaken from Airport Development Corporation d/b/a Tri- County Hangar Co. , to Tri-County Hangar Co. , a Colorado limited partnership, is hereby approved. 2. All changes to the Financing Agreement, the Indenture, the Note Purchase Agreement, the Underwriting Agree- ment, the Series A Bonds, the Series B Financing Agreement , the Series B Indenture, the Participation Agreement, the Bond Pur- chase Agreement and the Series B Bonds necessary or appropriate in connection with said change in the Company are hereby approved. 3. This Resolution shall take effect immediately upon its adoption by not less than a majority vote of the Board of County Commissioners, and the Project Resolution and the Bond Resolutions shall remain in full force and effect except as amended and supplemented by this Resolution. Duly introduced on motion duly made and seconded, read and adopted upon the affirmative vote of Commissioners at a -2- Trustee amounts equal to the principal of and interest on $100,000 aggregate principal amount of Bonds issued by the County to fund the Debt Service Reserve Fund. The aggregate of the amounts payable on the Guaranteed Note and the Debt Service Reserve Note are stated to be sufficient to pay debt service on the Bonds. It is contemplated that the interest on the Bonds will be excludable from the gross income of the holders thereof under Section 103 of the Internal Revenue Code of 1954, as amended (the "Code"). Section 103(b)(6) of the Code provides that an issue of industrial development bonds in excess of$10,000,000 may qualify for the exemption of interest from taxation granted by Section 103(a), provided the aggregate face amount of the issue does not exceed $10,000,000. Under Sec- tion 103(b)(6)(A) of the Code, the face amount of the Bonds would be deemed to include any prior outstanding governmental obligations with respect t4acilities which are located in the Town of Erie, Weld County, Colorad9torAwith respect to facilities contiguous or integrated with any such facilitiesyg which the Company is the principal user. For this purpose, persons who are related to one another within the meaning of Section 103(b)(6)(C) are treated as one person.fFurther, under Section 103(b)(6)(D)of the Code, the face amount of the Bonds is also deemed to include any capital expenditures with respect to the Project Facilities or any other such facilities, which are paid or incurred during the six year period beginning three years before the date of the issuance of the Bonds and are financed otherwise than out of the proceeds of the Bonds or any prior outstanding governmental obligations (such expenditures being hereinafter referred to as"Section 103(b)(6)(D) Capital Expenditures"). Officers of the general partner of the Company have executed a certificate stating that there are no outstanding governmental obligations described in Section 103(b) of the Code, the proceeds of which were used with respect to facilities located in the Town of Erie, Weld County, Colorado or with respect to facilities contiaguous or integrated with any such facilities, of which the Company or any related person is the owner, occupant or other principal user. Such certificate further states that there have been no Section 103(b)(6)(D) Capital Expenditures, other than those shown in the Issuer's election referred to below. The Financing Agreement provides that the Company shall not make or permit to be made any Section 103(b)(6)(D) Capital Expenditures that would cause the $10,000,000 limit of Section 103(b)(6) of the Code to be exceeded. If such capital expenditures are in fact made, the interest on the Bonds would be treated as taxable from the date such limit is exceeded. Prior to the issuance of the Bonds, the Issuer duly filed the election required by Section 103(b)(6)(D) of the Code. arecer -thy Ctruigatty Ca any i elaied peisun is the owner, occupant or other principal userr Officers of the County responsible for issuing the Bonds and officers of the general partner of the Company have executed certificates stating the reasonable expectations of the County and the Company on the date of issuance of the Bonds as to future events that are material for the purposes of Section 103(c) of the Code pertaining to arbitrage bonds. We have reviewed such certificates and, in our opinion, the Bonds are not arbitrage bonds. In our capacity as Bond Counsel, we have examined the Act and such documents, records of the County and other instruments as we deemed necessary to enable us to express the opinions set forth below, including original counterparts or certified copies of the Indenture, the Financing Agreement, the Note Purchase Agreement, the other documents listed in the Closing Memoran- dum in respect of the Bonds filed with the Trustee and executed Economic Development Revenue Bond (Tri-County Hangar Co. Project), 1981 Series A No. AC-1, authenticated by the Trustee. We assume that all the other Bonds have been similarly authenticated. With respect to all matters pertaining to the Company, including the due authorization, execution and delivery of the Guar- anteed Note, the Debt Service Reserve Note, the Note Purchase Agreement and the Financing B-2 13497 — WOLD CO . 0/S - Proofs of 5-8-81 Agreement by the Company, and the power and authority of the Company to perform and to carry out its obligations thereunder, we have relied upon the opinion of Esperti, Elrod, Katz, Peterson, Schmidt & Preeo, P.C., Denver, Colorado, counsel to the Company, a copy of which opinion has been filed with the Trustee. Based on the foregoing, it is our opinion that: 1. The County is a political subdivision and a body corporate and politic, duly organized and validly existing under the laws of the State of Coloradoywith full power and authority under the Act to undertake the Project, to execute and deliver the Financing Agreement, the Note Purchase Agreement and the Indenture, and to issue and sell the Bonds. 2. The Financing Agreement, the Note Purchase Agreement and the Indenture have been duly authorized, executed and delivered by the County and constitute the legal, valid and binding obligations of the County, enforceable in accordance with their respective terms, ex- cept as may be limited by bankruptcy, insolvency or other laws or equitable principles affect- ing the enforcement of creditors' rights. 3. All right, title and interest of the County in and to the Financing Agreement (except for certain rights to indemnification and to payments in respect of administrative expenses of the County), the Note Purchase Agreement, the Guaranteed Note and the Debt Service Re- serve Note have been validly assigned to the Trustee. 4. The issuance and sale of the Bonds have been duly authorized by the County; such Bonds have been duly executed and delivered by the County; and, on the assumption as to authentication as stated above, such Bonds are legal, valid and binding obligations of the County, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency or other laws or equitable principles affecting the enforcement of cred- itors' rights, and are entitled to the benefit and security of the Indenture. 5. Interest on the Bonds is exempt from Federal income tax as enacted and construed on the date hereof(except as provided by Section 103(b)(9) of the Code as to any Bond held by a substantial user of the Project Facilities or by a "related person", as such term is defined in Section 103(b)(6)(C) of the Code), provided that the $10 million limit of Section 103(b)(6)(D) of the Code is not and will not be exceeded. 6. Under the Act, interest on the Bonds is exempt from Colorado income tax. We do not express any opinion herein with respect to the adequacy, accuracy or completeness of the Official Statement of the County dated May 13, 1981, pertaining to the public offering of the Bonds. We call to your attention the fact that the Bonds are special obligations of the County, payable solely out of payments to be made by the Company under the Guaranteed Note and the Debt Ser- vice Reserve Note, and by FmHA under the Loan Note Guarantee and certain other moneys avail- able therefor as provided in the Financing Agreement and the Indenture, and that the Bonds do not pledge the credit or taxing power, or constitute the pecuniary obligations, of the County or of the State of Colorado or any political subdivision thereof. B-3 13497 - WOW CO. 0/S - Proofs of 5-8-81 regular public meeting of the Board of County Commissioners of Weld County, Colorado, held this 13th day of May, 1981 . BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST:/Y¢f, a.,1n v Wel County�Clerk and Ch irman, Board o County Recorder and Clerk to Commissioners the Boar SEA , c,. 7,47,ift•-nw.",..- o-Tem, Board of County Commissioners (17/ / J County Cbmmisoner (-7/1-4/3 �i -7: 22/11--Sclp APPROV D AS TO FORM: Clu ty Commissioner c_____ /V , 90(-)&a4, 7?7,,,,Z C nty Commis ioner Coun y Attorney 3- • • PART U INSTRUCTIONS: Lender completes item 21 through 33 and submit the original and one copy of this application and all supporting documents to FmHA. 21. REQUEST FOR GUARANTEE: LENDER TAX IDENTIFICATION: (For use only by lender) NO. FNB 84-0187112 We propose to make and service a loan to the applicant named on page 1 of this Application. We request an FinHA loan Guarantee subject to the provisions of the applicable FInHA instructions. 22. TERMS AND CONDITIONS OF LOANS: Percent of Guarantee Requested 90 elf (1) Type Amount Terms (yrs) Interest' Monthly Payments Real Estate S 974,400 25 yrs. 12% or less ..,, s Machinery and Equipment S yrs. off, S Working Capital S yrs /o S Other S yrs. % S TOTAL s 974,400 s • * If the variable ratc,follow by a "v"and identify base rate used and what interest differential is added to base rate. If multi-rates ire used provide overall effective interest rate for the entire loan: 23. SOURCE AND USE OF FUNDS: Building and Improvements S 7$3'900 Machinery and Equipment S 150,000 Lund and Rights 1 Contingencies 10,136 Fees (list below) 43,333 Debt Refinancing Legal and Engineering Fees 20,244 Working Capital 121 ,000 Interim In • 2 18 Other (Specify) Sales 73,236 Private Capital 207,206 Expenses 1 181 606 TOTAL , 24. COLLATERAL AND LIEN POSITION: (Describe collateral,show whether now owned or to be acquired). (Use Forma FmHA 449-2 with appropriate appraisal reports). A First Deed of Trust will encumber the land and the proposed units, other real estate improvements and all permanent fixtures, along with a conditional assignment of the lease. 25. PLANNED DISBURSEMENTS: Record plans for distributing the loan and requirements for compensating balances,if any. The proceeds of this loan will be disbursed to payoff the construction loan upon completion of the improvements. 26. PERSONAL AND/OR CORPORATE GUARANTEES RECOMMENDED: Personal guarantee of Mr. David B. Wilkin and Mr. Dale G. Harrington. 27. INSURANCE: (List requirements for Life, Hazard. Federal Flood, and Liability). Hazard insurance will be required in an amount sufficient to cover the loan. 28. COMMENTS OF LENDER: (Attach additional sheets,if necessary). (a) Evaluate applicants management,past record,repayment ability and other financial analysis. David B. Wilkin has been involved in aviation most of his adult life. This experienc in aviation gives Tri-County Hangar Company the needed background to develop such a project. Dale G. Harrington is a major stockholder in Centric Construction Company which is a dominant construction company in Colorado. The pro forma statement is a realistic analysis of financial operations and supports the projected debt service. (b) State whether any officer, director,stockholder,or employee of the lender has a financial interest in borrower or vice versa. If so,give details: None (c) Is applicant indebted to lender? ❑Yes n No. If yes, provide history of debt repayment and other details: (d) List all fees charged for the loan,including those for preparation of application,servicing,etc.. Indicate whether the guarantee fee will be passed on to borrower. First of Denver will collect from the borrower a placement fee of 4% of the total loan amount. The guarantee fee will be passed on to the borrower. (e) Provide loan servicing plans, including field insp.•r dons, frequency of obtaining financial statements and their analysis, use of correspondents or other outside consultants,location of office servicing the loan,and complying with servicing responsibilities of Lender's Agreement, Fort FmHA 440-35. The loan will be serviced by. the First National Bank of Denver. Property inspections will be made annually by the First National Bank of Denver. The borrowers will be required to submit a balance sheet and profit and loss statement annually. 9 29. LOAN AGREEMENT: .tach pri,,.,,sed lender and borrower loan agreement (See FnusA Instruction 1980.451 (i) (13)). 30. LENDER'S EXPERIENCE WITH FmHA: (a) Have you made any loans guaranteed by FmHA? ❑Yes ®No If yes,check program area; .❑Farmer Programs ❑Rural Housing (b) If applicant has or had a loan(s) with you,has such loans appeared in regulatory Business and Industry. ❑Yes loan(s) PP examination report? $5No If yes,explain. Currently the First National Bank of Denver has a preliminary guarantee under the business and industry division for the Alamosa Mushroom Farm, Inc. , Alamosa, Colorado. 31. Verify and Comment on Applicant's Debt Schedule:. Tr1-County Hangar Co. , is a new corporation with no existing long term debt. The principal owners , David B. Wilkin and Dale G. Harrington, representations of liabilities appear accurate. 32. PLANS FOR CONSTITUTING THE LOAN:(See FmHA Instruction 1980.462). (a) Will retain entire loan ❑Yes ®No (b) Will utilize secondary market for guaranteed portion (indicated by check). Assignment_ Participation xX Multi-note _- (c) Participation of unguaranteed portion ®Yes ❑No 33. OPINION: In our opinion,the loan appears feasible and all FtnHA requirements in FmHA instruction 1980-A and E will be met. .NARNING: Section 1001 of Title 18, United States Code provides: "Whoever, in any matter within the jurisdiction of any department or agency of the United States knowingly and willfully falsifies, conceals or covers up a material fact, or makes any false, fictitious or fraudulent statements or representations, or makes or uses any false writing or document knowing the same to contain any false, fictitious or fradulent statement or entry, shall be fined not more than $10,000 or imprisoned not more than 5 years, or both." Misrepresentation of material facts may also be the basis for FmHA not issuing a Loan Note Guarantee. LENDER: First National Bank of Denver Name and Address of Lender (Include ZIP) ::ontact Person Wayne G. Nielsen P.O. Box 5808 fclepbone Number (303) 893-2211 , Ext. 2795 Denver, Colorado 80217 Jate August 29 , 19 80 Authorized Officer TITLE USDA-FmHA Form FHA 449-14 Case No. (Rev. 1-13-77) CONDITIONAL COMMITMENT FOR GUARANTEE 03-71-910131906 State Colorado TO: Lender ,..; County H*st g•tienol B-ak of D•nws Weld deetAddress Type of Loan F 1?_ Yet1C 51Q= .—.D�fhs 1Alarade BO217 Business & Industry Borrower - ' Principal Amount of Loan •{sport Dre1c1 ':at Corporation dba Tri-Couaty 11anjar 974,400.00 From an examination of information supplied by the Lender on the above proposed loan,the county committee certification or recommendation, if required, and other relevant information deemed necessary, it appears that the transaction can properly be completed. Therefore, the United States of America acting through the Farmers Home Administration (FmHA) hereby agrees that, in accordance with applicable provisions of the FmHA regulations published in the Federal Register and related forms, it will execute Form(s) FmHA 449-34, "Loan'Note Guarantee " subject to the conditions and requirements specified in said regulations and below. The Loan Note Guarantee fee payable by the Lender to FmHA will be the amount as specified in the regulations on the date of this Conditional Commitment for Guarantee. The interest rate for the loan %terkeidasoldierten • •u(, If a variable rate is used, it must be tied to a base rate which cannot change more olten than quarteiry`an'lrwrkir e`pullt'shed periodically in a financial publication specifically agreed to by the Lender and Borrower. Any change in interest rates from date of issuance of this form must be approved by the FmHA State Director. Such related information may be ascertained from any FmHA office or by consulting the Federal Register. A Loan Note Guarantee will not be issued until the Lender certifies that it has no knowledge of any adverse change, financial or otherwise, in the Borrower,his business,or any parent,subsidiaries,or affiliates since it requested a Loan Note Guarantee. Additional Conditions and Requirements:1/ The attached memorandum addressed to First National Bank of Denver and bearing the sass date is to be considered a part or toss Conditional Commitment for Guarantee. as it contains additional -eo3lrsons ass-requirements. This conditional commitment will expire on______Jsse4 4981 _--_---__-J unless the time is extended in writing by FmHA, or upon the Lender's earlier notification to 'mHA that it does not desire to obtain an FmHA guarantee. UNITED STATES OF AMERICA By. EDWARD R. SMITH Date: -_-_- Septeattar -1$ -14811_-_ FmHA: — .- — r- Atting-13tate_Director`---_____ (Title) Position 2 FmHA 449-14 (Rev. 1-13-77) /J UNITED STATES DEPARTMENT OF AGRICULTURE FARMERS HOME ADMINISTRATION 2490 West 26th Avenue, Room 231 Denver, Colorado 80211 First National Bank of Denver September 18, 1980 Attention: R. A. Smith, Senior Vice President P.O. Box 5808 Denver, Colorado 80217 Gentlemen: _ The contents of this letter are to be considered as an attachment for the conditions and requirements of Form FmHA 449-14, Conditional Commitment for Guarantee issued to First National Bank of Denver, in favor of Airport Development Corporation dha Tri-County Hangar Company, for a loan note guarantee in the amount of $974,400. The conditions and requirements for the loan note guarantee are as follows: 1. The Percent of Guarantee will be 90%. 2. All of the conditions and requirements of the Lender' s Handbook FmHA Instructions 1980-A and 1980-E will be applicable. 3. All of the Lender's requirements specified in Form FmHA 449-1 , Application for Loan Guarantee, dated August 11, 1980 will be complied with. 4. The loan will be personally guaranteed by David B. Wilkin and Dale G. Harrington and his spouse. 5. Quarterly financial reports and an annual audit by an independent certified public accountant will be required. The frequency of the financial reports by the FmHA may be reduced at their discretion. 6. Prior to loan closing, the applicant will prepare or have an affirmative action plan indicating that priority will be given to local permanent residents and minorities in filling jobs. 7 . Prior to the time of closing the loan guarantee, the applicant will submit to the Lender and FmHA an updated balance sheet and statement of income and expenses. Severe adversities in the financial position of the corporation could alter the issuance of the Loan Note Guarantee. Farmers Home Admini.,tration is an Equal Opportunity Lender. Complaints of racial or ethnic drunmination ihould br rent to.. Secretary of Agriculture, Warh,nvton, D.C. 20250 • Page -2- 8. Raises in salaries of Management will be permitted only if they do not exceed the published cost of living index. If a raise of salary in excess of the cost of living index is planned, the written consent of the Lender and the Farmers Home Administraiton must be obtained. Loans, advances, or bonuses are prohibited without the prior written consent of the Lender and FmHA. 9. If a Construction Contract is involved, please advise this office in writing, at the time you execute the reverse side of 449-14 of the name and address of the Contractor, the amount of the Contract and the date of the Contract, or as soon as the requested information is available. 10. The Lender will be responsible for hiring a competent engineer or architect for the purposes of making periodic inspection during construction. Copies of the inspection reports will be forwarded to the District Director at Greeley, Colorado. Inspections will be made during the critical periods of construction. 11. The Lender will certify that all requirements set forth in 1980-A and 1980-E including, but not limited to, all requirements of Environmental Impact, Historic Preservation, and Equal Employment Opportunity have been complied with. The certification required in 1980-A, Section 1980.60 (a) (page 16A) will be prepared and certified by the Lender. 12. Prior to the time of closing, the Lender will furnish an itemized list of the actual expenditures involved in the project. This itemized listing should include all monies expended for physical assets and other assets such as working capital , etc. 13. If any prepayment penalties are written into the note, they must be reasonable. Prepayment will be allowed during the early years of the loan, if necessary. If prepayment clauses are contemplated, they must be reviewed and approved by FmHA at least 30 days prior to closing. 14. Collateral for this loan will be a first lien by Deed of Trust on the acreage described in the apppraisal prepared by Roberts Appraisal Service dated August 25, 1980. An assignment of the loan on the real estate property in favor of the First National Bank of Denver will also be required. An assignment on all rent or lease contracts the Company will be involved with will also be taken. A first lien on all machinery owned or acquired will also be taken. Page -3- 15. First security interest on all accounts and notes receivable will be taken in favor of the Bank. The Bank will request the establishment of a trust and determine that the proceeds from the accounts and notes receivable are utilized in such a matter that this loan will be continually collateralized. 16. A minimum of $120,000 cash injection in the form of capital stock will be put into the project by the applicant . The applicant will be required to have a minimum of 10% equity on the balance sheet at the time of loan closing. 17. The final loan agreement must be reviewed and approved by FmHA before the loan is closed. Sincerely, EDWARD R. SMITH Acting State Director cc: District Director - Greeley Business and Industry Division - Washington, D.C. Airport Development Corporation LETTER OF INTENT AND PURPOSE Airport' Development Corporation/Tri-County Hangar Company Airport Development Corporation is a new business and was formed to provide airport structures (hangars & maintenance buildings) which are usually beyond the financial reach and commitment required by general aviation airports and their communities. Our firm has designed superior efficient buildings for airport use and developed a marketing program which brings outside investment into the airport community through equity participation in the buildings. We are initiating this program at Tri-County Airport in Erie, Colorado where we have secured the necessary real estate. The community benefits from our project will be substantial ! The most immediate benefit will accrue to the town through increased revenue from taxes. (Our complete project from the Tri-County Airport would provide approximately 17% of the current town budget! ) The ultimate reward for the town lies in the attraction provided by a thriving community airport for prospective tenants of a light industrial park, part of which is incorporated within the airport, and the remainder of which is to be developed on contiguous real estate, ALL OF WHICH LIES WITHIN THE TOWN! See enclosed maps. The jobs provided by this development will exceed the population of the town! All community airports represent potential magnets for outside industry. This is why the FAA, through it' s ADAP program provides funding for runway development to these towns: Most, if not all, such funded airports sit languishing with excellent runways and no facilities (HANGARS) to attract the business flying industry which REQUIRES protection and maintenance for its dear aircraft investment. General aviation is a "Special Interest. " It is very difficult for political bodies to channelipublic funds to this "interest, " no matter what the potential downstream benefits . Our company will represent a viable alternative to local community leaders as the way to bring decentralized industry to their local industrial parks. (Con' t. ) *PRIVATE INVESTMENT THROUGH BOND SALES IS THE ONLY VIABLE ALTERNATIVE. Letter of Intent and Purpose (con' t. ) The principals of the firm are: David B. Wilkin who has spent most of his adult life involved with General Aviation through sales, leasing and finance of airplanes; Dale G. Harrington who has an extensive background in construction/engineering and an executive-proprietary position with the prominent Denver construction firm of Centric Corp. ; Carol Aniello, our treasurer, is an expert in financial management, tax work and legal administration. We feel that we have an unbeatable team, a superior product and a program which will benefit the community! BALLARD, SPAHR, ANDREWS a INGERSOLL 30 SOUTH 17TH STREET-20TH FLOOR PHILADELPHIA, PENNSYLVANIA 19103 H,OBER HESS FREDERIC L.BALLARD MICHAEL L.LEHR J,DOUGLAS ROLLOW.BI ROBERT R.BATT THOMAS G.B.EBERT 215 564-18OO ROBERT L.ABRAMOWITI JEFFREY T.CHAPPELLE FRANCIS BALLARD HENRY N.PLATT,JR. JAMES D.COLEMAN ROBERT C.GERLACH NORMAN H.BROWN STANLEY W.ROOT,JR, TELEX: 83-4532 EDMUND L,HARVEY,JR, RONALD G.HENRY JOHN J.TINAGLIA JOSEPH P.FLANAGAN,JR. JOHN B.LANGEL HELEN P.PUDLIN CHARLES I.THOMPSON,JR. OLIVER CALDWELL BIDDLE CABLE BALLARD STANLEY N.GRIFFITH VINCENT P.HATTON BRUCE L.CASTOR DUNCAN 0.McKEE CHARLES S.HENCN^ WILLIAM P.SCOTT JOHN 0.KARNS TYSON W.COUGHLIN 1101 CONNECTICUT AVENUE,N.W. B.JOHN WILLIAMS,JR. BONNIE S.BRIER PETER M.MATTOON HUGH A.A.SARGENT JILL A.DOUTHETT GERARD W.FARRELL WILLIAM Y.WEBB ROBERT E.MCOUISTON WASHINGTON,D.C.20036 ANDREW B.KANE LINDA S.MARTIN LILA G.SIMON GARDNER A.EVANS 202 466-6800 GEORGE E.MOORE JEROME C.MURRAY BENJAMIN R.NEILSON MORRIS CHESTON,JR. _. _ RICHARD W.NENNO LARRY D.SOBEL THEODORE J.MARTINEAU MATTHEW M.STRICKLER CAROLAN B.BIRO MITCHELL M.BLACK FREDERIC L.BALLARD,JR, JOHN R.MCCARRON MORRIS CRESTON ROBERT A.GUNTHER BRIAN T.HIRAI LOUIS W.RICKER JOHN M.GARDNER SHERWIN T.MCDOWELL RICHARD L.KORNBLITH MARY G.LAWLER FREDERIC W.CLARK RICHARD 2,FREEMANN,JR. RICHARDSON BLAIR DAVID S.MACHLOWITZ MARTHA L.WOLFE H.DAVID PRIOR WILLIAM N.RHEINER .-BOYO L.SPAHR,JR. TIMOTHY D.WOLFE ARTHUR I.ARONOFF GERALD T.BRAWNER ARTHUR MAKAOON E.CALVERT CHESTON JENNIFER HESS ASHER ELLEN M.HUYETT LAWRENCE J.KRAMER WILLIAM J.NUTT M.CARTON DITTMANN,JR. T.WILLEM MESDAG JAMES E.REVELS THOMAS J.O'NEILL THEODORE W.MASON D.ALEXANDER WIELAND MARK J.REISMAN ROBERT R.BAROLAK MARTIN J.ARONSTEIN ROBERT J,LEWIS JOHN BEDFORD KING DONNA CLAXTON OEMING ARLENE D.FISK CARL H.FRIDY REGINA O BRIEN THOMAS COUNSEL ARVIN J.JAFFE J.RANDOLPH LAWLACE GAIL Y.MITCHELL JAMES C.OLSON WILLIAM A.SLAUGHTER J.WILLIAM WI DING,E1 •NOT ADMITTED IN PENNSYLVANIA September 26 , 1980 Board of County Commissioners Weld County, Colorado Re: $1,100 ,000 Aggregate Principal Amount of Economic Development Revenue Bonds (Tri-County Hangar Project) Dear Commissioners : We have reviewed the Project proposed by Tri-County Hangar Company in its Letter Proposal dated September 30 , 1980 . We are of the opinion that the County' s issuance of the above- referenced bonds , insofar as the proceeds will be used to finance the acquisition and construction of storage facilities directly related to an airport and other real and personal property (other than inventories, raw materials and working capital) used in connection with a business enterprise, is permitted by and falls within the intent and meaning of the Colorado County and Municipality Development Revenue Bond Act. (....25(giy truly p,tist , W iP. Wille Mesdag 6 TWM/ig is !Sl Ad' UIIJ San< V _1- ivui Post Office Box 5808 Denver, Colorado 80217 Telephone 303 893-2211 First of Denver September 30, 1980 t Board of County Commissioners Weld County, Colorado RE: ORDINANCE NO. 69 Airport Development Corp, Tri-County Airport Erie, Colorado 80516 To whom it may concern: PThe First National Bank of Denver has been retained by Tri-County angar Company of Tri-County Airport to act as fiscal agent for the placement of $975,000 of I. R.B. plus a debt reserve fund. An application to FmHA for a 90% guarantee of the loan is in process. The First of Denver will underwrite the issue subject to the following conditions: 1 . FmHA 90% guarantee 2. Satisfactory interest rate negotiations 3. Review of documents 3.3 (c) Tri-County Airport is a new business with no historical information available. We have analyzed the pro-forma statements and believe the pro- jections are most realistic. Based on our analysis, we are confident that the bonds can be retired according to the maturity schedule. Naturally, no Dun and Bradstreet is available for this firm. If there are any questions that we can respond to, please call at 893-2211 , extension 2795. Yours very truly, O — C � �^ L` _, WayneLG. Nielsen Municipal Bond Underwriter WGN/ps • QRDT'N.ANCE 69 Section 3. 3 Index Sub-section (a. ) Included (b . ) N/A - New Business (c. ) Included (;d. ) N/A - New Business (e . ) Included . (f . ) Included (g. ) Included (h. ) N/A - New Business (1. ) Included (j . ) Pay . Schedule -- Included Maintenance/Insurance - See Page K Financials LETTER OF INTENT AND PURPOSE Airport Development Corporation/Tri-County Hangar Company Airport Development Corporation is a new business and was formed to provide airport structures (hangars & maintenance buildings) which are usually beyond the financial reach and commitment required by general aviation airports and their communities. Our firm has designed superior efficient buildings for airport use and developed a marketing program which brings outside investment into the airport community through equity participation in the buildings. We are initiating this program at Tri-County Airport in Erie, Colorado where we have secured the necessary real estate. The community benefits from our project will be substantial! The most immediate benefit will accrue to the town through increased revenue from taxes. (Our complete project from the Tri-County Airport would provide approximately 17% of the current town budget! ) The ultimate reward for the town lies in the attraction provided by a thriving community airport for prospective tenants of a light industrial park, part of which is incorporated within the airport, and the remainder of which is to be developed on contiguous real estate, ALL OF WHICH LIES WITHIN THE TOWN! See enclosed maps. The jobs provided by this development will exceed the population of the town! All community airports represent potential magnets for outside industry. This is why the FAA, through it' s ADAP program provides funding for runway development to these towns. Most, if not all, such funded airports sit languishing with excellent runways and no facilities (HANGARS) to attract the business flying industry which REQUIRES protection and maintenance for its dear aircraft investment. General aviation is a "Special Interest. " It is very difficult for political bodies to channel public funds to this "interest, " no matter what the potential downstream benefits. Our company will represent a viable alternative to local community leaders as the way to bring decentralized industry to their local industrial parks. (Con' t. ) Letter of Intent and Purpose (con' t. ) The principals of the firm are: David B. Wilkin who has spent most of his adult life involved with General Aviation through sales, leasing and finance of airplanes; Dale G. Harrington who has an extensive background in construction/ engineering and an executive-proprietary position with the prominent Denver construction firm of Centric Corp. ; Carol Aniello, our treasurer, is an expert in financial management, tax work and legal administration. We feel that we have an unbeatable team, a superior product and a program which will benefit the community! TRI - COUNTY AIRPORT I ERIE AIR PARK DEVELOPMENT(71„.1\ ,_ ,_ _ ._ .• I ' �\ ;, \. ''`, _ \ 1 • • . . I ' \\- --- \\ \ 1. ^, 1 • •1 ✓ — calMaxoe. oYI.. \I'. I‘,1\k -Tj0 . 1 III II ,1 \r 1°(p; \ 'I\1 o ¢ern cwn '") J I 3 i^ 1 ,`11 ,1 r "WRING wun I • �, ,,, I I i' I I \ RU.AIY I I ,g$ ) .�) R S' \ \ 1 ZI ----A t -7- t I S /�1 ii _ _ \ g it n •4.0 , � I o.uncucn� ` 1 , , a B _ I 1 LI L' �" ` \ 1 • 1 >I.I A� r WM 14 • oeia..w mown. 7 • • I .. PROF OSED • "• ERIE LAND„ USE PLAN , r-.-- . I , i { ic ' / _ T f II( (I �;"LF d i1i 'l . ab.. I Iii Y( r— \.....,.. I I i l • .::;.:•.7).1••:;::, '• /:., ; . c' i pr i II ... E ; '2p1 ) ) (/; v1; - RESIDENTIAL Yz-1 °% WELD FUTURE RESIDENTIAL 3-5 1,' °%g:::: GROWTH (. l0' AREA r q )/ L I 1 O i$ RESIDENTIAL 5- to 0% of N. 0 1. i J _ 3 p,, 1 • _ A COMMERCIAL qq qq L ( s i C ,, ,:tin YM17.4 1 • . ' ! Q LT. INDUSTRIAL OPEN SPACE lgpmaT ;w,. .. AGRICULTURE LAFAYETTE I •+ INSTITUTIONAL _I? Post O` o r H-e,) L; raver C oHoolo M217 foicphnr .) i rO 2211 Ordinance 69, Section 3. 3 (c) Z.:'?///51.• First of Denver September 30, 1900 • Board of County Commissioners Weld County, Colorado RE: ORDINANCE NO. 69 Airport Development Corp. Tri -County Airport Erie, Colorado 80516 To whom it may concern : 3. 2 The First National Bank of Denver has been retained by Tri -County Hangar Company of Tri-County Airport to act as fiscal agent for the placement of ~975 ,000 of 1 . 0.0. plus a debt reserve fund. An application to FmHA for a 90°% guarantee of the loan is in process . The First of Denver will underwrite the issue subject to the following conditions : 1 . FmHA 90! guarantee 2. Satisfactory interest rate negotiations 3. Review of documents 3 .3 c Tri -County Airport is a new business with no historical information a al able. We have analyzed the pro-forma statements and believe the pro- jections are most realistic. Based on our analysis , we are confident that the bonds can be retired according to the maturity schedule. Naturally, no Dun and Bradstreet is available for this firm. If there are any questions that we can respond to, please call at 393-2211 , extension 2795. Yours very truly, Wayne G. Nielsen Municipal Bond Underwriter b1ON/ps DAVID B. WILKIN BUSINESS EXPERIENCE AND EMPLOYMENT HISTORY AERO STRUCTURES INC. Denver, Colorado Vice President General Manager, (1) Year AIRCRAFT MANUFACTURING PROJECT Hamberg, Germany Messerschmitt-Boelkow-Blohm Project Developer (1. 5) Years JETEAST LTD. Westchester, New York and Greenwich, Connecticut President Executive Jet Charter Service Executive Aircraft and Airline Equipment Sales, Leasing and Financing (7 . 5) Years ROYAL AIR SERVICES INC. Westchester, New York Executive Jet Charter Marketing (2) Years ST. THOMAS AVIATION St. Thomas, V. I . Pilot and Mechanic INTERSTATE AVIATION INC. Hornell, New York Pilot and Line Crew J. ARTHUR MCNAMARA, ESQ. Valhalla, New York Real Estate Sales PACE UNIVERSITY New York, New York Student Executive Vice President EXPERIENCE RECORD NAME: Dale G. Harrington DATE OF BIRTH: September 23, 1936 ADDRESS: 160 South Holland MARITAL STATUS: Married Lakewood, Colorado Four Children EDUCATION: Grade School - 8 years High School - 4 years College - 4 years - Graduated 1958 B.S. Degree, Friends University Advanced Work - Dale Carnegie Courses EMPLOYMENT: CENTRIC CORPORATION, Lakewood, Colorado, 1974 to present Executive Vice President CENTRIC CORPORATION (formerly Penner Construction Company) , Lakewood, Colorado, 1967-1974 Vice President and Project Manager. Martin K. Eby Construction Company 1958-1967 Superintendent — A.T.&T. Sites, Central Kansas 800,000 - Titan II Missile Site, Wichita, Kansas 40,000,000 - Inter State Bakeries Cake Plant, Emporia, Kansas 2,100,000 - S.E.F.O.R. Nuclear Reactor, Fayettev. 11e, Ark. 1,260,000 - A.T.&T. Building, Dodge City, Kansas 400,000 - Interpace Pipe Plant, Denver, Colorado 300,000 Assistant Superintendent - Denver U.S. National Bank, Denver, Colorado 6,000,000 Engineer & Assistant Superintendent - J.S. Dillon Office & Warehouse, Hutchinson, Ks. 1 ,100,000 - Atlas Missile Site, Warren A.F.B. , Cheyenne, Wyo. 28,000,000 Estimator - Miscellaneous Projects 2,000,000 Timekeeper - Sedgwick County Courthouse, Wichita, Ks. 6,000,000 — Ideal Cement, Crushing Plant, Ada, Okla 1 ,500,000 • W - < a1 O 00. - 03 U p O' O' L - - <- 0 O'I- >• • n 4- 0 �a ' 0 Sd O O U .- z 4- ...,Z ¢0 O O a< N 1_ o 0 0 O < 00 co Z N 0 O O U O 0 N . co K P L } g 0 Z O O T l m O U I- 3 0 m L cc > 3 L 0 >• 1 <I Co O In 4.0 6 0 L 0 ONo 00 N W 0 0 - q m 'E •CO o w <Z > m c n- } m , U CI- F 1" _ - _ _ - 0 I (C m L Q m d m .L CYO } WC' L L , i- 1- a W� 4t . 2 0 - a > W Z Z an c U 3 6. 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X 0 0 M O•U < W O d > 0 ILL L 0 I- L < 0 0 • wo Z L 4d O:< L 2 0 2 0 I- i- J 2 0 - W 0 < • 0 •o O F O > J^- Z Y Ln 0 0. 0- 0- 0- 20c L K d' Ip 09 C Z L W N J N J U U d Z NO >> > 3d W 410 <10 707 CENTRIC CORPORATION WORK COMPLETE) Page i COMPLETED Glennon Heights School Addition, School District R-1 Arch. Orrie J. Holman $ 133,461. 1963 Warehouse Addition, Jolly Rancher, 5060 Ward Road Arch. Orrie J. Holman $ 39,857. 1963 Office Remodel , Recordak Corporation, 1743 Champa Arch. Owner $ 8, 180. 1963 Bulk Loading Facilities, Skelly Sinclair, 880 E. 96th Ave. Arch. Owner $ 440,000. 1963 Office Building, International Pipe & Ceramic Corp. Arch. Phillips-Carter-Reister $ 47,000. 1964 Bonfils Theater Parking, Colfax & Elizabeth Arch. Phillips-Carter-Reister $ 11,200. 1963 Maria Mitchell Elem. School Dist. 1, Denver, 32nd & Marion Arch. Phillips-Carter-Reister $ 315,761. 1964 Devinny Elem. School , School Dist. R-1, 1755 Welch Circle Arch. Morse-Dlon-Champion $ 475,721. 1964 Arvada Covenant Church, Carr & 69th Place, Arvada Arch. Orrie J. Holman $ 57,730. 1964 U.S. Welding Garage & Elec. Shop, 600 So. Santa Fe Dr. Arch. Austin Siegfried $ 46,062. 1964 Mountair Christian Church, 1390 Benton, Denver Arch. Murrin-Kasch-Kahn $ 92,049. 1965 Boulder Retail Center," 1310 College, Boulder, Colorado Arch. Paul L. Pierson $ 282,549. 1965 Arapahoe County Bank, 5804 So. Datura, Littleton Arch. Theodore L. Kalstrom $ 87,313. 1965 Chapel Center, Fort Carson, Colorado Arch. Corps of Engineers $ 556,318. 1965 Haxtun Community Hospital , Haxtun, Colorado Arch. Murrin-Kasch-Kahn $ 361,301. 1965 Four Ammo Igloos, Fort Carson, Colorado Arch. Corps of Engineers $ 193,888. 1965 Arvada American Legion, Arvada, Colorado Arch. Phillips-Carter-Reister $ 70,658. 1965 Mess Hall, Fort Carson, Colorado Arch. Corps of Engineers $ 118,594. 1965 Airmen's Dormitory, ENT AFB, Colorado Springs Arch. Corps of Engineers $ 361,841. 1965 Greeley Sewage Treatment Plant - Joint Venture with State, Inc. Arch. Parker and Underwood $ 929,500. 1965 Blending Silos Modification, Joint Venture with State, Inc. Ideal Cement Company $ 204,000. 1965 Operations Auxiliary Norad, ENT AFB, Colorado Springs Arch. Corps of Engineers $ 812,203. 1966 Yale Professional Building, 2680 Forest, Denver Arch. Breisford, Childress & Paulin $ 391,810. 1966 '-1 CENTRIC CORPORATION WORK COMPLETED Page 2 COMPLETED Farmers State Bank, Fort Morgan, Colorado Arch. Marvin E. Knedler $ 414,434. 1966 High School Addition, Windsor, Colorado Arch. Claude A. Nash $ 474,486. 1966 Stapleton Parking Structure, Denver, Colorado A Joint Venture with Titan Const. Company Arch. Paul R. Reddy $ 2, 110,000. 1966 Telephone Building, Glenwood Springs, Colorado Arch. Phillips-Carter-Reister $ 200,000. 1966 West Colfax Avenue Bridge, Denver, Colorado Eng. City Engineer — C.S. Lewis $ 106,873. 1966 Addition to Engineering Development Lab Addition Ena. Martin Company, Littleton $ 301,540. 1966 Combat Vehicle Test Track, Pueblo, Colorado Eng. Corps of Engineers $ 325,000. 1966 Railroad Bridge, Fort Carson, Colorado Eng. Corps of Engineers $ 149,987. 1966 Greeley-Fort Collins, Microwave System Arch. Phillips-Carter-Reister $ 57,965. 1966 C. U. Service Building, University of Colorado Arch. J. W. Noaecker, University of Colorado $ 272,693. 1966 Office Remodel , Insurance Exchange Bldg. Partnership Arch. Phillips-Carter-Reister $ 39, 132. 1966 Sigma Nu Fraternity mouse, Mines Sigma Nu, Inc. Arch. Phillips-Carter-Reister $ 141,409. 1966 Genetics Lab. , University of Colorado Arch. James H. Johnson 8 Associates $ 122, 149. 1966 Lake Fork Mobile Home, Lake Fork Development Co. Arch. Phillips-Carter-Reister $ 234, 157. 1966 Climax Molybdenum Arch. Climax Molybdenum $ 79,002. 1966 Office $ Warehouse, U. S. Welding, Scottsbluff Arch. Marvin Sparn $ 47,980. 1966 Grand Junction Telephone Building Arch. R. A. VanDeusen Mountain States Telephone Co. $ 1, 194,358. 1967 Warehouse Addition, Tree Electric Company, Denver Eng. E. W. F. Peterson $ 45,058. 1967 Norlin Library Addition, University of Colorado Arch. J. W. Noaecker $ _ 18,934. 1967 Stadium Remodel, University of Colorado Arch. J. W. Noaecker $ 22,000. 1967 Wulff Process Pilot Plant, Littleton, Colorado Arch. Cameron 8 Jones $ 11,762. 1967 Storke Level Warehouse, Climax Molybdenum _ Arch. American Metals Climax $ 119,292. 1968 Mesa College Maintenance Building, Grand Junction, Colo. Arch. R. A. Van Deusen $ 110,260. 1968 Louden Water Shed, Loveland, Colorado Eng: Colorado State Soil Conservation Board $ 70, 181. 1968 CENTRIC CORPORATION WORK COMPLETED Page 3 COMPLETED Bank of Denver, Denver, Colorado Arch. Marvin Knedler $ 222,076. 1968 North Denver Sewage, Denver, Colorado Arch. Black & Veatch $ 113,700. 1968 Public Service Cherokee Power Plant Track Hopper & Unloading Facility $ 288,058. 1968 Delta Water Reservoir, Delta, Colorado Arch. Nelson-Haley-Patterson & Ouirk $ 174,702. 1968 Mesa County Bridge, Mesa County, Colorado Arch. Meurer-Serafini & Meurer, Inc. $ 114,533. 1968 Telephone Building, Pueblo, Colorado Arch. Berry & More $ 1,910,000. 1968 Sewage Treatment Plant, City of Ft. Collins Arch. J. T. Banner & Associates $ 1, 181,000. 1968 Humanities & Fine Arts Building, N.E. Jr. College, Sterling, Colorado Arch. Murrin-Kasch-Kahn & Associates $ 1,071,000. 1968 Library-Classroom Building, Lamar Jr. College, Lamar, Colorado Arch. Brown & Stranahan $ 820, 138. 1968 John F. Kennedy Childcare Center University of Colorado Medical Center Arch. Hornbein & White Associated $ 472,000. 1968 New Englewood Complex, "Cinderella City" W. R. Grimshaw Company Eng. Sallada & Hansen $ 8,252,660. 1968 Region 6 OCD, Office of Civilian Defense Federal Regional Center, Denver, Colorado Corps of Engineers $ 1 ,311,249. 1968 Longmont Telephone Building Addition Mountain States Telephone Company Arch. Don Hoskins $ 256,367. 1968 First National Tower Building Fort Collins, Colorado Arch. Marvin E. Knedler $ 1, 132,627. 1968 Bears-Bronco Stadium, Denver, City of Denver Arch. Phillips-Carter-Reister $ 2,482, 151. 1968 Water Treatment Plant, Wellington, Kansas Engineer, Wilson & Company $ 563,390. 1969 Princeton Park Apartments, Denver, Colorado Arch. Roland Wilson $ 1, 119, 113. 1969 Peregulation Dam, Broken Bow, Oklahoma Corps of Engineers $ 872,588. 1969 . Long Lines Telephone Building, Longmont, Colorado Arch. A. T. & T. $ 1,141,895. 1969 American Smelting & Refining, Leadville, Colorado Eng. American Smelting & Refining $ 92,200. 1969 • CENTRIC CORPORATION WORK COMPLETED Page 4 COMPLETED Sludge Incineration Facilities, Johnson County, Kansas Eng. Black & Veatch $ 1 ,276,372. 1969 Tactical Equipment Shops, Fort Riley, Kansas Corps of Engineers $ 4,098,934. 1969 Power Plant, Lafayette, Louisiana Joint Venture - Tudor Construction Eng: May Engineering $ 837,000. 1969 Training Facility, Fort Riley, Kansas Corps of Engineers $ 1 ,553, 177. 1969 John W. Pray Water Treatment Plant, Fort Dodge, Iowa Eng: Buell & Winter $ 1,562,590. 1970 Northeast Water Treatment Plant, Abilene, Texas Eng: Parkhill , Smith & Cooper $ 1 ,962,000. 1970 Brackish Water Test Center, Roswell , New Mexico U. S. Department of the Interior $ 1 ,250,000. 1970 Tabor College, Hillsboro, Kansas Arch: Phillips-Carter-Reister $ 650,000. 1970 Buckley Aerospace Data Facility, Phase 1 , Denver, Colo. Corps of Engineers $ 787,420. 1970 McCalls Warehouse & Distributing Center, Manhattan, Ks. Eng: Schwab & Eaton $ 1 ,025,000. 1970 Buckley Aerospace Data Facility, Phase II , Denver Corps of Engineers $ 5,200,000. 1970 A. T. & T. Arizona, Six Sites Eng: Alec Wilson & Associates $ 723,600. 1970 Northside Water Treatment Plant, Westminster, Colo. Eng: Henningson, Durham & Richardson $ 1, 104,900. 1970 Member Cities Reservoirs, Texarkana, Texas Eng: Henningson, Durham & Richardson $ 320,000. 1970 Firing Ranges & Roads, Phase II, Colo. Springs, Colo. Corps of Engineers $ 1,123,325. 1970 Lerner's Warehouse Addition, Denver, Colorado Arch: Ken R. White Company $ 171,287. 1970 U. S. Meat Animal Research Center, Clay Center, Neb. General Services Administration $ 2,275,000. 1970 Civic Center, Abilene, Texas Arch: Boone & Pope $ 2,224,618. 1970 Western Electric, Denver, Colorado Arch: Western Electric Company $ 2, 181,076. 1970 Citadel Shopping Center, Colorado Springs, Colorado Arch: Derwood J. Ouade $ 139,800. 1970 Water Works improvements, Manhattan, Kansas Eng: Black & Veatch $ 2,288,000. 1971 Barker Dam, Nederland, Colorado Public Service Company $ 161,734. 1971 Rocky Mountain Arsenal , Denver, Colorado Corps of Engineers $ 41,946. 1971 CENTRIC CORPORATION WORK COMPLETED Page 5 COMPLETED Digester Revision, Boulder, COlorado Eng: Black & Veatch $ 31,(84. 1971 A.d-F. Technical Building, Buckley ANG Base Corps of Engineers $ 88,300. 1971 Aurora Bridge, Aurora, Colorado Arch: Nelson, Haley, Patterson & Ouirk $ 503,600. 1971 Salina Power Plant, Salina, Oklahoma Arch: W.R. Holway & Associates $ 3,636,997. 1971 Grand Junction Sewage Treatment Plant, Grand Junction Eng: Henningson, Durham & R Ehardson $ 1,198,000. 1971 Eisenhower & Heatherwood Elem. Schools, Boulder Arch: William Heinzman $ 2, 199,603. 1971 United Airlines Training Center, Denver, Colorado Arch: Paul R. Reddy $ 425,641. 1971 Shops & Equipment Buildings, Buckley ANG Base Corps of Engineers $ 1 ,117,087. 1971 F.A.A. Control Tower, Longmont, Colorado Arch: Howard, Needles, Tattman, Bergendoff $ 1,533,893. 1971 Integrated Weapons Training Range, Lowry AFB Corps of Engineers $ 682,600. 1971 Cherry Creek School , Denver, Colorado Arch: Bourn & Dulaney $ 1 ,661,749. 1971 Henderson Mines, AMAX, Empire, Colorado American Metals Climax $ 800,531. 1971 C-5A Hangar, Altus, Oklahoma, Design & Build Corps of Engineers $ 2,636,026. 1971 Pepsi-Cola Plant, Phoenix, Arizona Arch: Sverdrup, Parcel & Associates, Inc. $ 3,238,958. 1972 Ashland Reservoir Cover, Denver, Colorado Eng: Meheen Engineering Company $ 497,853. 1972 Kessler Pump Station, Waterton, Colorado Eng: Black & Veatch $ 1,033,800. 1972 LTV Project, Steamboat Springs, Colorado Arch: Ken R. White Company $ 4,682,000. 1972 Village Creek Sewage Treatment Plant, Fort Worth, Tx. Arch: Freese, Nichols & Endress $ 3,293,033. 1972 Confinement Facility, Fort Carson, Colorado Corps of Engineers $ 1,737,683. 1972 Citadel Plaza, Colorado Springs, Colorado Arch: Derwood J. Ouade $ 686, 145. 1972 Target Stores, Denver, Colorado $ 1,502,997. 1972 Thornton, Colorado $ 1,545,288. 1972 Arch: Larson, McClaren, Inc. Home Supply Watershed, Johnstown, Colorado U.S.D.A. Soil Conservation Service $ 77,484. 1972 Jewish Community Center, Denver, Colorado Arch: Muchow Associates $ 904,079. 1972 CENTRIC CORPORATION WORK COMPLETED Page 6 COMPLETED Greek Orthodox Church, Denver, Colorado Arch: Haller & Larson $ 600, 165. 1972 Dispensary, Lowry AFB, Denver, Colorado Corps of Engineers $ 1,316,587. 1972 Writer's Tower, Denver, Colorado Arch: Stuart A. Ohlson & Associates $ 2,419,096. 1972 Brighton Water Pollution Control Plant, Brighton, Colo. Eng: Henningson, Durham & Richardson $ 860,434. 1972 Cheesman Dam Valve Structure, Deckers, Colorado Eng: Black & Veatch $ 840,267. 1972 Polton Elementary School, Denver, Colorado Arch: William C. Haldeman $ 687, 185. 1972 Amelco Office & Warehouse, Denver, Colorado Arch: Arthur H. Bush & Associates $ 132,335. 1972 Iris Street Booster Station, Boulder, Colorado Eng: Black & Veatch $ 101 ,676. 1972 ADF - Phase IV, Buckley AFB, Colorado Corps of Engineers $ 564, 172. 1972 Boulder Sewage Treatment Plant, Boulder, Colorado Eng: Black & Veatch $ 1,691,270. 1972 New Main Store/Snack Bar, Lowry AFB, Denver Corps of Engineers $ 1 ,395,596. 1973 Pagosa Springs Lodge, Pagosa Springs, Colorado Arch: Haver, Nunn & Nelsen $ 975, 176. 1973 Martin Luther King, Jr. Elem. School , Security, Colo. Arch: John Giusti & Associates $ 652,832. 1973 Peterson Field Chapel, Colorado Springs, Colorado Corps of Engineers $ 776,639. 1973 Lowry AFB Chapel, Denver, Colorado Corps of Engineers $ 853,801. 1973 Greeley Waste Treatment Facility, Greeley, Colorado Eng: Bell , Galyardt & Wells $ 581 ,303. 1973 Englewood Water Storage Reservoir, Englewood, Colo. Eng: Jorgensen & Hendrickson, Inc. $ 557,822. 1973 Spray Dryer Facilities, Rocky Mountain Arsenal Corps of Engineers $ 622,153. 1973 Chambers Road Bridge, Aurora, Colorado Eng: Ken R. White $ 287,408. 1973 Bulk Mail Center, Denver, Colorado Corps of Engineers $ 418,633. 1973 Digester Modifications, Northside Water Treatment Denver, Colorado Eng: Black & Veatch $ 863,357. 1973 Louisville Waste Treatment Plant, Louisville, Colo. Eng: Bruns, Inc. $ 276,011. 1973 Northwest Health Center, Denver, Colorado Arch: Robert R. Engelke $ 346,712. 1973 Five Points Community Center, Denver Colorado Arch: Bertram A. Bruten $ 898,583. 1973 CENTRIC CORPORATION WORK COMPLETED Page 7 COMPLETED Mayflower Tailing Pond Decant Line, Climax, Colorado Arch: American Metals Climax, Inc. $ 138,250. 1973 Commissary, Fort Carson, Colorado Corps of Engineers $ 2,624,875. 1973 Roxborough Waste Water Treatment, Douglas County, Colo. Eng: Wright-McLaughlin $ 184,685. 1973 Tracked Air Cushion Research Vehicle Guideway, Pueblo, Colorado State Highway Department $ 1,757,743. 1973 Auraria Caissons, Denver, Colorado Eng: Zeiler & Gray, Inc. - $ 138,384. 1973 Arapahoe Chemicals, Boulder, Colorado Eng: A. M. Kinney, Inc. $ 800,327. 1973 Flight Indoctrination Facilities, USAF, Colo. Springs Corps of Engineers $ 1 ,931,450. 1974 Box Culvert, State Highway, Colo. Springs Department of Highways $ 208,692. 1974 Arapahoe Chemicals — Foundations, Boulder, Colorado Eng: A.M. Kinney, Inc. $ 178,500. 1974 Recreation Centers, Berkley & Cook Parks Denver, Colorado Arch: DMJM-Phillips Reister Associates $ 426,765. 1974 Fire Station Headquarters Caissons Denver, Colorado Arch: Ken R. White $ 25,400. 1974 Data Processing Facilities Peterson Field, Colorado Springs Corns of Engineers $ 1 ,506,506. 1974 Thornton Water Treatment Plant, Thorton, Colorado Eng: Hennginson, Durham, Richardson $ 1 ,200,000. 1974 Weld County Recreation Building, Greeley, Colorado Arch: CNC/NHPO Architects/Engineers $ 696,245. 1974 Northeast Junior High School , Longmont, Colorado Arch: Wheeler & Lewis $ 2,093,480. 1974 May D & F Store, Denver, Colorado Arch: Ladd & Kelsey $ 2,007,603. 1974 Bell & Norfleet 1 & 2, Denver, Colorado Arch: Bell & Norfleet $ 2,272, 174. 1974 Arapahoe Chemicals, Phase I, Boulder, Colorado Arch: A. M. Kinney, Inc. $ 1,210,000. 1974 Federal Aviation Administration, Longmont, Colorado Arch: F.A.A. $ 153, 100. 1974 Arapahoe Chemicals — Flood Control , Boulder, Colorado Arch: A. M. Kinney, Inc. $ 35,000. 1974 May D & F, Aurora, Colorado Arch: Ladd, Kelsey & Woodard $ 333,000. 1974 Addition to Administration Facilities Peterson Field, Colorado Springs Corps of Engineers $ 1 ,483,280. 1974 CENTRIC CORPORATION WORK COMPLETED Page 8 COMPLETED Bessemer Ditch Arch: USDA Soil Conservation Service $ 229,000 1974 Stearns-Roger Intake Structure, Grand Valley, Colo. Arch: Stearns-Roger, Inc. $ 385,500. 1975 Safeway Steel Erection, Denver, Colorado Arch: Leo Rosenthal ? $ 105,000. 1975 Lincoln Park Housing Renovation Arch: Mlles Lantz $ 3,643,511. 1975 McNichols Sports Arena, Denver, Colorado Arch: Charles S. Sink Contract #5 - Concrete Work; Contract #6 - Roof Truss; Contract #13 - General Trades; Contract #16 Roof Deck; Contract #17 - Finish Work $ 5,542, 139. 1975 Denver Fire Headquarters, Denver, Colorado Arch: Ken R. White Company $ 763,400. 1975 Safeway Structures, Denver, Colorado Arch: Leo Rosenthal ) $ 2,374,000. 1975 Martin Marietta Corporation, Denver, Colorado Arch: Martin Marietta Corp. $ 183,593. 1975 Vehicle Services Facility, Denver, Colorado Arch: Stearns-Roger Fire Training Tower; Police & Fire Station $ 1,589,200. 1975 Auraria Higher Education Center, Denver, Colorado Arch: A5 Denver, Inc. Auraria 10-2 - Bldg. 28 & 43 - Excavation & Caissons; Auraria 10-4 — Bldg. 43 — Slab on Grade; Auraria 10-5 — Curtain wall ; Auraria 10-7-Steel Stairs & Framing; Auraria 10-11 — Finishes Bldg. 28 & 43. $ 3,261,384. 1975 West High School , Denver, Colorado Arch: DMJM Phillips Reister Associates $ 1, 194,400. 1975 Marlott Hotel Meeting Room Addition, Denver, Colorado Arch: J. Arthur Ferrante, AlA $ 151,899. 1975 Arapahoe Chemicals, Inc. , Boulder, Colorado Arch: A. M. Kinney, Inc. Production Building No. 3; Plant Modifications $ 1,995,000. 1975 Rocky Flats Structure, Rocky Flats, Colo. Arch: J. T. Banner & Associates $ 1,208,890. 1975 Johns-Manville World Headquarters #3046, Denver, Colo. Arch: The Architects Collaborative $ 2,998,958. 1975 ERDA CSF, Rocky Flats, Rocky Flats, Colorado Arch: C. F. Braun $ 36,000. 1975 Broadway Viaduct - Proj. M7100(80) , Denver, Colorado Arch: Colorado Dept. of Highways $ 351,052. 1976 Arapahoe Chemicals, Inc. Boulder, Colorado Arch: A.M. Kinney, Inc. Headquarters Building; Pilot Plant; Process Waste Treatment Plant $ 3,230,925. 1976 CENTRIC CORPORATION WORK COMPLETED Page 9 COMPLETED Auraria Higher Education Center, Denver, Colorado Arch: Charles S. Sink Owner: Auraria Higher Education Auraria 40-1 — Site Grading, Caissons Auraria 40-3 - Science Building Auraria 40-6 - Science Bldg. Enclosure $ 1, 178,935. 1976 Marston Lake Conduit No. 15, Denver, Colorado Arch: Denver Water Board SP75-15 Conduit #15 Structures $ 210,898. 1976 RTD, Park & Ride Facility, Denver, Colorado Arch: Dept. of Highways 8-70-I - 70th S. Broadway $ 247,750. 1976 Dry Creek Waste Treatment Plant, Cheyenne WY Arch: J .T. Banner & Assoc. $ 3,290,268. 1976 Auraria Higher Education Center, Denver CO Arch: McOg Architects Owner: Auraria Higher Education Auraria 25-3 - Foundations Auraria 53-7 - Communication Distribution Auraria 25-4 - Finishes $ 4,126,094. 1976 Climax Truck Shop, Climax CO Arch: Stearns-Roger, Inc. $ 2,478,900. 1976 Champa Street Bridge, Denver CO Arch: Colo. Dept. of Highways $ 597,945. 1976 23rd St. Bridge Railing, Denver CO Arch: Colo. Dept. of Highways $ 546,545. 1976 RTD, Park & Facility, Denver CO Arch: Bertram A. Bruton 1-25 & Hampden $ 225,967. 1976 Broadway Box, Denver CO Arch: Colo. Dept. of Highways $ 256,333. 1976 Dillon Drive Bridge, Pueblo, Colorado Arch: Charles Kober Associates Owner: Pueblo Mall Limited $ 366,239. 1976 Marriott Hotel Remodel Work, Denver CO Arch: Jorgensen & Hendrickson $ 185, 112. 1976 Comanche Plant Raw Water Pumo Station, Pueblo CO Arch: Black & Veatch $ - 17,359. 1976 Kingsborough Check Dam, Aurora CO Arch: City of Aurora $ 51,092. 1976 Weld Co. Services Complex, Greeley CO Arch: CNC/NHPO $ 214,400. 1976 State Office Bldg. Utilities #1, Denver CO Arch: Stearns-Roger, Inc. $ 99,075. 1976 Denver Square Office Tower, Phase 1, Denver CO Arch: Skidmore, Owings & Merrill $ 51,780. 1976 Pear Creek Outlet Works, DACW45-74-C-0170 Arch: Corns of Engineers Owner: U. S. Army District, Omaha $ 4, 100, 164. 1976 CENTRIC CORPORATION WORK COMPLETED Page 10 COMPLETED Harold D. Roberts Tunnel , Park, Colorado Arch: Black & Veatch Owner: City & County of Denver $ 155,400. 1976 Zimmerman Architectural Metals, Denver, Colorado Owner & Arch: Zimmerman $ 14,000. 1976 Mountain Bell Service Center, Denver, Colorado Arch: Rogers-Nagel-Langhart Owner: Mountain Bell Company $ 5,061 ,328. 1976 Henderson Mine Gatehouse, Empire, Colorado Arch: Stearns-Roger Owner: Climax Molybdenum Company $ 411,070. 1976 Bowen Engineering — Fan Modifications, Denver, CO. Arch: Bowen Engineering Owner: Rocky Mountain Arsenal $ 24,380. 1976 Target Store Mechanical Screen, Arvada, Colorado Arch: Larson McLaren Owner: Target Stores, Inc. $ 17,075. 1976 Target Store T & M. Arvada, Colorado Owner/Arch: Traget Stores, Inc. $ 25,253. 1976 Jenkins Residence, Hiwan, Colorado Arch: McOG Architects Owner: Page Jenkins Confidential 1976 El Paso Community College — Caissons, Fort Carson Arch: Clifford S. Nakata & Assoc. Owner: State Board of Comm. Colleges & Education $ 123,400. 1976 Indian Nation Turnpike, Henryetta, Oklahoma Arch: H. E. Bailey Engineering Co. Owner: Oklahoma Turnpike Authority $ 191,953. 1976 Shell Chemical Incineration, Rocky Mtn. Arsenal Arch/Owner: Shell Chemical Company $ 1,938,000. 1976 State Office Building Utilities, No. 2, Denver, CO Arch: Stearns-Roger, Inc. Owner: State of Colorado, Building Division $ 69,990. 1976 Erie Antenna Tower Foundation, Erie, CO Arch/Owner: Kline Iron & Steel Co, Columbia, SC $ 81, 100. 1976 Connection To Penstock, Estes Park, CO Arch: DMJM Phillips-Relster Owner: Rocky Mountain Metro Recreation $ 63,133. 1976 Auraria Higher Education Center, Denver, CO Arch: Childress/Paulin Architects/Planners Owner: Auraria Higher Education Auraria 90-22 - Site Improvements $ 91,030. 1976 Wastewater Treatment Facility, Fort Collins, CO Arch: Black & Veatch Owner: City of Fort Collins $ 8,844,853. 1977 Yale/Jewell Elem Schools, Aurora, CO Arch: J.D. Anderson & Associates Owner: Adams/Arapahoe School District Steel Erection, Concrete, Masonry $ 430,850. 1977 CENTRIC CORPORATION WORK COMPLETED Pace 11 COMPLETED Prospect Point Coal Handling Facility, Rock Springs, WY Arch: KKBNA Owner: Rocky Mountain Energy Company $ 613,600. 1977 CF&I Precipitator & Boosters, Pueblo, CO Arch/Owner: CF&I Corporation $ 302,507. 1977 CF&I Sturgeon, Pueblo, CO Arch/Owner: CF&I Corporation $ 122,716. 1977 Burlington Cartage & Foundations, Burlington, CO Arch: General Electric Company Owner: Tri State Transmission & Gen. Assoc. - $ 205,758. 1977 Alamosa Turbine Generator & Storage Alamosa, CO Arch: General Electric Company Owner: Public Service Company $ 18,725. 1977 Handy Dam & Irrigation, Big Thompson Canyon Arch: Bruns, Inc. Owner: Handy Ditch Company $ 185,400. 1977 Auraria Higher Education Center, Denver, CO Arch: Stearns-Roger, Inc. Owner: Auraria Higher Education Auraria 50-5 - Site Development $ 521 ,777. 1977 Auraria Higher Education Center, Denver, CO Arch: McOG Architects Owner: Auraria Higher Education Auraria 25-10 - Interiors $ 737,635. 1977 Englewood/Littleton Waste Treatment Fac. Arch: Henningson, Durham & Richardson Owner: Cities of Englewood & Littleton $20,215,730. 1977 Arapahoe Community College, Littleton, CO Arch: More, Combs & Burch Owner: State of Colorado $ 547,011. 1977 Aurora Target, Aurora, CO Arch: The Wold Association Owner: Dayton Hudson Corporation $ 470,000. 1977 Alamosa Schedule "A", Alamosa, CO Arch: General Electric Co. Owner: Public Service Co. $ 140,508. 1977 Wheatland Stack Foundation, Wheatland, WY Arch: Burns & McDonnell Owner: Missouri Basin Power $ _117,400. 1977 Vail Bridges 1-70-2(58) 191, Vail, CO Arch: Colo. Dept. of Highways Owner: Colo. Dept. of Highways $ 1, 167,244. 1977 Weir Gulch Drainage, Denver, CO Arch: Gingery Associates Owner: City & County of Denver $ 710,000. 1977 Burlington, Schedule "A", Burlington, CO Arch: General Electric Company Owner: Tri State Transmission $ 500,000. 1977 CENTRIC CORPORATION WORK COMPLETED page 12 COMPLETED Centennial Bridge, Proj. 76-091, Denver CO Arch: Wright-McLaughlin Eng. Owner: City & County of Denver $ 69,496. 1977 Gerald Gentleman Site Work, Sutherland NB Arch: Stearns-Roger, Inc. Owner: Nebraska Public Power $ 284,247. 1977 Hillside & Gore Creek Structure, Vail CO Arch: Colo. Dept. of Highways Owner: Colo. Dept. of Highways $ 5,555, 158. 1977 Stack Emission Control , Pueblo CO Arch: Corps of Engineers Owner: U.S. Army District, Omaha NB $ 941 ,218. 1977 VAil Bridge Polk Creek, Vail CO Arch: Colo. Dept. of Highways Owner: Colo. Dept. of Highways $ 2,298,521. 1977 Vail Ped. Overpass Bridge, Eagle County CO Arch: Colo. Dept. of Highways Owner: Colo. Dept. of Highways $ 424,800. 1977 Boecon Structures, Craig CO Arch: Boecon Owner: Colo. Ute Electric Assoc. $ 626,729. 1977 Climax - Hammermill Crushing Facility, Climax CO Arch: Al Hark & Associates Owner: Climax Molybdenum $ 1 ,256,383. 1977 Otis Test Tract, Aurora CO Arch: Otis - TTD Owner: Otis - TTD $ 140,450. 1977 Northside Water Treatment Plant, Pueblo, CO Arch: Black & Veatch Owner: Board of Waterworks $ 7,551 ,010. 1978 Union Carbide, Littleton, CO Arch: Union Carbide Corp. Owner: Union Carbide Corp $ 465,747. 1978 Zuni Whitewater Bypass Arch: Wright-McLaughlin Eng. Owner: City & County of Denver $ 94,000. 1978 Adams City High School Demo. Commerce City, CO Arch: William Biurock & Partners Owner: Adams County School District 1114 $ 14,300. 1978 Cherry Creek High School 103, Aurora CO Arch: Muchow, Haller & Larsen Owner: Cherry Creek School Dist. #5 $ 1 ,057, 113. 1978 General Motors Railroad Bridge, Oklahoma City OK - Arch: Morrison-Knudson Co. Inc. Owner: Oklahoma Industries Authority $ 365,665. 1978 Climax Heavy Metals Bldg. , Climax CO Arch: Climax Molybdenum Co. Owner: Climax Molybdenum Co. $ 798,880. - 1978 . Rockwool Boiler House, Pueblo CO Arch: Crescent Engineering Owner: Rockwool Industries $ 32,000. 1978 Storage Technology Corp. , Louisville CO Arch: Storage Tech. Corp. Owner: Storage Tech. Corp. $ 61 ,600. 1973 CENTRIC CORPORATION WORK COMPLETED Page 13 COMPLETED Gross Dam Outlet Works, Boulder County CO Arch: Black F. Veatch Consulting Engineers Owner: Denver Water Board $ 1 , 185,174 1978 Tulsa Bridges, Tulsa OK Arch: Okla. Dept. of Highways Owner: State of Oklahoma $ 2,614,228 1978 Arapahoe Chem. Plant #3 So. , Boulder CO Arch: A. M. Kinney Owner: Arapahoe Chemicals, Inc. $ 1,311,612 1978 Climax Hammermill Improvements, Climax CO Arch: Climax Molybdenum Co. Owner: Climax Molybdenum Co. $ 30,000 1978 Arapahoe Chem. Plant #2 So. , Boulder CO Arch: A. M. Kinney Owner: Arapahoe Chemicals, Inc. $ 77,731 1978 Missouri Basin Power Plant, Wheatland WY Arch: Burns 8 McDonnell Owner: Missouri Basin Power $ 4,821,856 1978 General Motors Assembly Plant, 1st Floor Slab 8 Fndtns. , Plenum Area Structural Concrete, Okla. City OK Arch: Oklahoma Industries Auth. Owner: Oklahoma Industries Auth. $14, 192,523 1978 G. M. Support Facility at Assembly Plant, Okla. City OK Arch: Oklahoma Industries Auth. Owner: Oklahoma Industries Auth. $ 624,611 1978 Carbon Coal Maintenance Facility, Gallup NM Arch: Roberts & Schaefer Co. Owner: Carbon Coal Co. $ 1,017,017 1978 Martin Drake Water Treatment Plant, Colorado Springs CO Arch: Lutz, Daily 8 Brain Owner: City of Colorado Springs $ 2,184,836 1978 Martin Drake Baghouse, Colorado Springs CO Arch: Lutz, Daily 8 Brain Owner: City of Colorado Springs $ 622,625 1978 Gates Pedestrian Bridge, Denver CO Arch: Meheen Engineering Co _ Owner: Gates Rubber Company $ 125,775 1978 Wheatland Coal Silos, Wheatland WY Arch: Burns 8 McDonnell Owner: Basin Electric Power Coop. $ 3,876,278 1978 CENTRIC CORPORATION Pace 14 WORK COMPLETED COMPLETED Wheatland Pulverizer Fndtns., Unit #3, Wheatland WY Arch: Burns & McDonnell Owner: Basin Electric Power Coop $ 224,800 1978 Wheatland Precipitator Fndtns. , Wheatland WY Arch: Burns & McDonnell Owner: Basin Electric Power Coop $ 1,636,171 1978 Rockwool Production Line, Pueblo CO Arch: Crescent Engineering CO. Owner: Rockwool Industries $ 1,631,711 Johnson Wells Pump House, Wheatland WY - Arch: Banner & Associates Owner: Basin Electric Power Coop $ 224,500 1978 Plant #1 50, Boulder, CO Arch: Arapahoe Chemicals, Inc. Owner: Arapahoe Chemicals, Inc. $ 319,185 1979 Plant #3 NO, Boulder, CO Arch: Arapahoe Chemicals; Inc. Owner: Arapahoe Chemicals, Inc. $ 100,000 1979 Tank Farm, Boulder, CO Arch: Arapahoe Chemicals, Inc. Owner: Arapahoe Chemicals, Inc. $ 87,228 1979 Provo WWTP, Provo, Utah Arch: Horrocks & Carrollo Engr. Owner: Provo City Corporation $16,771 ,548 1979 Warehouse, Boulder, CO Arch: Arapahoe Chemicals, Inc. Owner: Arapahoe Chemicals, Inc. $ 350,000 1979 Carbon Coal Site Preparation, Gallup, NM Arch: Roberts & Schaefer Co. Owner: Carbon Coal Co. $ 891 ,675 1979 20th Street Viaduct Arch: Colo. Highway Dept. Owner: Colo. Highway Dept. $ 794,649 1979 Carbon Coal Water Dist. System, Gallup, NM Arch: Roberts & Schaefer Co. Owner: Carbon Coal Co. $ 304,094 1979 Cobe Laboratories Misc. Remodel , Denver, CO Arch: Cobe Laboratories, Inc. Onner: Cobe Laboratories, Inc. $ 850,000 1979 CENTRIC CORPORATION Page 15 WORK COMPLETED COMPLETED Retro Fuel Facility, Denver Fed. Center Arch: General Services Administration . Owner: General Services Administration $ 3,139, 187 1979. Riverside Baptist Church Arch: HWH Associates, Inc. Owner: Cinderella City Real Estate $ 3,166,672 1979 Erie Air Park Subdivision, Erie, CO . Arch: Robinson Surveying & Engr. Co. Owner: Erie Air Park $ 52,000 1979 Marriott Parking Garage Arch: Jorgensen & Hendrickson $ 1 ,276,049 Owner: Marriott Corporation 1979 Marriott Hotel Addition Arch: Jorgensen & Hendrickson $ 2,638,980 Owner: Marriott Corporation 1979 Cherry Creek Townhouse Remodel Arch: Western International Hotels Owner: Western International Hotels $ 623, 172 1979 Target Store - Fort Collins, Colorado Arch: The Wold Associates Owner: Dayton Hudson Properties $ 1 ,258,028 1979 Fairview High School Root Repair Arch: Simpson, Gumpertz & Heger - Owner: Boulder Valley School Dist. $ 92,816 1979 Fort Collins, Colorado Waste Water Treatment Facilities • Arch: Black & Veatch Owner: City of Fort Collins, Colorado $ 8,973,904 1979 Westland Mali Renovations Arch: Seracuse Lawlor Owner: May Stores Shopping Centers, Inc. $ 1 ,117,834 1979 Blue River Sewage Treatment Plant Arch: Wright-McLaughlin Engineers Owner: Dillon-S1lverthorne Joint Sewer Authority $ 1 ,949,073 1979 Arapahoe Chemicals, Inc. 1978 T & M Arch: Arapahoe Chemicals, Inc: Owner: Arapahoe Chemicals, Inc. $ 331 ,496 1979 Page 16 CENTRIC CORPORATION WORK COMPLETED COMPLETED Erie Air Park Arch: Robinson Engineering Owner: Erie Air Park $ 50,659 1979 Arapahoe Chemicals, Inc. D. L. Acid Arch: Arapahoe Chemicals, Inc. Owner: Arapahoe Chemicals, Inc. $ 174,529 1979 Arapahoe Chemicals, Inc. Gen. Requirements Arch: Arapahoe Chemicals, Inc. Owner: Arapahoe Chemicals, Inc. $ 101,508 1979 Arapahoe Chemicals, Inc. Misc. Firm Price Arch: Arapahoe Chemicals, Inc. Owner: Arapahoe Chemicals, Inc. $ 375,083 1979 Arapahoe Chemicals, Inc. , T-2 Pilot Plant Arch: Arapahoe Chemicals, Inc. Owner: Arapahoe Chemicals, Inc. $ 134,000 1980 Vail Wastewater Treatment Plant Improvements Arch: M & I , Inc. Owner: Town of Vail $ 1,062,714 1979 Arapahoe Chemicals, Inc. #3 So. Reactor Additions Arch: Arapahoe Chemicals, Inc. Owner: Arapahoe Chemicals, Inc. $ 106,236 1979 Arapahoe Chemicals, Inc. , Cyclo Cracker Arch: Arapahoe Chemicals, Inc. Owner: Arapahoe Chemicals, Inc. $ 56,273 1979 GRDA Contract 59 - Foundations, Process Piping Arch: Holway-United Owner: Grand River Dam Authority $ 3,794,620 1979 GRDA Contract 42 - Circulating Water Lines Arch: Holway United Owner: Grand River Dam Authority $ 1 ,292,948 1979 Azteca Apartments Arch: Harry H. McMichael Owner: Aztec Land 8 Development $ 3,248,471 1979 RTD Park 'N Ride Arch: RTD Owner: RTD $ 933,500 1979 Pepsi Cola Remodel Work Arch: Pepsi Cola Bottling Company Owner: Pepsi Cola Bottling Company $ 168,469 1980 CENTRIC CORPORATION Page 17 WORK COMPLETED COMPLETED Chiletti Corner Arch: Tinney & Associates Owner: Midwest Foods, Inc. $ 217, 168 1980 Office/Warehouse Facility, Montbello Arch: Intergroup, Inc. Owner: Bennett & Kahnweiler $ 1,396,000 1980 Gardner-Denver Plant No. 9 Additions Arch: Dickinson Associates, Inc. Owner: Gardner-Denver Co. $ 1 ,012,000 1980 Wheatland Unit #3 Substructures Arch: Burns & McDonnell Owner: Basin Electric Power Coop $ 3, 150,929 1980 GRDA Yard Concrete, Contract #48 Arch: Holway United Owner: Grand River Dam Authority $ 4,238,649 1980 Ryan Plaza I Office Building Arch: Tinney & Associates Owner: Kowalski-Denier Venture I $ 839, 109 1980 Ryan Plaza II Office Building Arch: Tinney & Associates Owner: Associated Investment Co. of El Paso TX $ 860,008 1980 Lyons Cement Plant, T & M Arch: Babcock Construction Company Owner: Martin Marietta $ 3,769 1980 Sears Automotive Addition Arch: Architect-Engineers West, Inc. Owner: Sears, Roebuck & Company 433, 100 1980 Prudential Plaza Office Building Arch: ASME Systems Owner: Prudential Insurance Realty $ 364,344 1980 Quebec I Office Building Arch: Steve Sayler Owner: Quebec Partners $ 1 ,802,500 1980 Quebec II Office Building Arch: Gensler & Associates Owner: Quebec Partners $ 1,730,000 1980 Kaiser Sweetwater Uranium Mine Arch: Kaiser Engineers Owner: Union Oil of California $ 2,433,032 1980 7/23/80 CENTRIC CORPORATION Page 18 WORK COMPLETED COMPLETED Johnson Bros. , Misc. Work Arch: Black & Veatch Owner: Johnson Bros. Const. Co. $ 13,975 1980 CAROL M. ANIELLO BUSINESS EXPERIENCE Residence: 400 S. Lafayette Denver, Colorado 303-778-0423 May 1980 to present: Controller Siler Energy Investments, Inc. 5680 S. Syracuse Circle Suite 420 Denver, Colorado, 80111 Responsibilities: Accounting, management of company records, oil investment partnerships and other related projects January 1975 - May 1980 Business Manager Esperti , Elrod, Katz, Preeo, Peterson, Schmidt, P. C. (Thomas & Esperti , P. C. )821 17th St. , Denver, Colorado Law Firm Responsibilities: General overall management of staff numbering 43 persons Accounting and Billing Control ($2 million a year) September 1966 - May 1972 Accountant and General Manager Shepherd Management Company, Inc. 125 Main Street New Canaan, Connecticut Responsibilities: Management of personal assets, stocks and bonds, and private companies of wealthy family, including trusts set up for family members. BALANCE SHEET BEGINNING OPERATIONS PROJECT 1 ASSETS Current - Irrevocable Letter of Credit 120, 000 Cash - Deposit Escrow 1, 200 Cash - Checking 1, 000 Bond Proceeds Receivable 974, 400 TOTAL CURRENT ASSETS 1, 096, 600 Land - 23 Acres, 99 Year Lease, Airport Zoning, Market Value $1, 252, 350 (See Appraisal) 1 Office Furniture and Equipment 4,477 Proprietary and Patentable Designs and Engineer 1 $1,101, 079 LIABILITIES Current - Accounts Payable - Expenses 7 ,433 - Equipment 3, 527 Escrow Fund Liability 1, 200 12,160 FmHA Guaranteed Bonds Payable 974, 400 TOTAL LIABILITIES 986 , 560 Capital Stock Common Stock, 1000 Shares Authorized, no par 90 Shares Issued - Voting 120, 952 10 Shares Issued - Non Voting 1, 000 Retained Earnings - Deficit (7, 433) 114 , 519 TOTAL LIABILITIES & CAPITAL $1, 101, 079 BALANCE SHEET CLOSING OF LOAN PROJECT 1 ASSETS Current - Cash - Checking $ 63, 210 Bond Proceeds Receivable 974 ,400 Buildings (at cost) 783 , 900 $1, 821, 510 Land - 23 Acres, 99 Year Lease Airport Zoning, Market Value $1, 252, 350 (See Appraisal) 1 Office Furniture & Equipment 4 , 477 Proprietary & Patientable Designs & Engineering 1 4, 479 TOTAL ASSETS $1, 825, 989 LIABILITIES Current - Construction Loan Payable 573, 525 Legal Fees Payable 10, 000 Underwriter ' s Fee Payable 38 , 976 FmHA Fee Payable 8 , 770 631, 271 FmHA Guaranteed Bonds Payable 974 , 400 TOTAL LIABILITIES 1, 605, 671 Capital Stock Common Stock, 1000 Shares Authorized, No Par 90 Shares Issued - Voting 120, 952 10 Shares Issued - Non Voting 1, 000 Retained Earnings 98, 366 220,318 TOTAL LIABILITIES & CAPITAL $1, 825, 989 f L'1 - COUNTY I-liesn1G.A(e Cu. DETAI LE b MoNTNL'✓ C4-.:,,4 t=LOuU - PI FIRZ.T YEAR 71120 -1oenj.L\ IleARLY •-•fTii O1H I H I a 9 11JTAL CAS 1TH Mvwn4 Mown ►JbNru Y fl RbCE IUEU W02KI►.1G Cant rat- ••`` r', 120000 III I � l 'll tM jeArt. itypecers Ts4z''. I2.'spool MAutct MEN T refs (i5� ""'///^^y�) 'spool l.�Jp I. C4) } i !r43' 5 i. a �f 55 Bdu o 3ni r-s COSH <`) j9744o i ! I 1I ICI I'�8, II Cot4sfRucno4J l.n&A.) es) :575,z� I M02TGAGE ['AIJfJ IUT IIJC( g3552? I (20yts, to%) - Pelkf`'? 'I 78601 6 I32, ` )a)7 (3)Ioruts 2:9 III'lI l 15 132� I I��'y7 Tar IC H Ecc tue p7 ; s �2 VI VI trzb III 1 rill (I I % ,, Ttr WSN d'IseozsCA . cOusf2 -nota • I I aUlwlnY3 MAmj*.c.s (E.CilhICIL I SuRvE ors t BALI IL Act). kis l/Q b GPvD I r.>G/nsniti.T/TtSXI W Y I I� , II � 4 V.I G2 P, CON3r2 Ill I h E>/MAkrC1I I I ` aKY I , ADVERT151taG CEuE2aL O€ei64-1'J6 = ILGe../,apP2atStu-5 II PeeM Ir r'...ot-)D dPP. F _� a D u � I l c� � �� Tv G r) I I � Bot4D j 74 BkD IaDuE r'cc rtnIA c 7 Lad-uo Let.vz ripe , _(DFt✓ICc • � II I I - _ I � I �I'Ej I 'a4�J i 9J�F-'�?LIXz ?nk.n>C Nv = I ;L i 170 CD�TS I I z1JTEPcsT. Core/ (U#2V` ) i ! n I4' I ' Lbw P2t N�NSr2 7; 7� * I!q� fa21 7 j Gen tS I ! C&Ptro� CxC��nlstaJ�1YE1 �- 1 If s , . �' r,S�?7 J � o EaUi(DMFyT I I I 'kart.C e`s p I Ike '31 t • I;U( , � ' I �I' rr (�F�gvvsFr� I 2 �I � I o ' ossi4 Fin,„/ 1 VIII pi, I ( 3 ►� I 51 ,�Mv�'ivE c�sN ��r/ �� S4;aaSi i IPE?a'2911 ��57� G �' a�� 0_, NOTES TO DETAILED MONTHLY CASH FLOW FIRST YEAR PRO FORMA The total project at Tri County Airport will consist of building 240 units. We are requesting a loan guarantee from Fainers Home Administration so that we may sell County Industrial Revenue Bonds, the purpose of which will be to provide a source of permanent financing (mortgages) for our construction and sale of general aviation hangar facilities. Note (1) Our first request covers "Project 1" which is for 87 units and has an estimated completion time of 6 months or less. Note (2) Each unit will sell for $14,000. See appraisal submitted for substanciation of market value. Note (3) Management fees are collected based on $5 per month per unit and cover general expenses of maintenance for these units. Note (4) The ground on which these units are built has been leased for 99 years. Tri-County Hangar Company will pay out and collect from owners of units 10% of the rental income or equivalent value. Note (5) A 75t loan will be obtained from the bank for contruction. costs. Note (6) The mortgage bond debt is assumed by ADC and passed on to our customers in the form of mortgage financing on our buildings. Note (7) At the end of our first project, we plan to invest profits fran the sale in additional design and engineering plans, patients, and machinery which will bring down our construction costs for future projects planned on other airports. Note (3) The operating costs will be spread out over additional units planned on Tri County Airport and will approximate the management fees being collected. The operating expense for this project is comprised of maintaining a small office on site, staffed, and responsible for collecting rents, making sure the sites are maintained. As more units are built this cost cones down. TRI-COUNTY HANGAR CO, PROTECT 1 SUMMARY FIRST YEAR CONSTRUCTION BOND HANGAR OPERATIONS PHASE PROCEEDS SALES CASH RECEIPTS: Working Capital $121,000 Deposits on Sale of Building (20%) $243,600 Construction Loan 573,525 Hangar Sales, $1,218,000 Less Deposits $ 974,400 Bond Sales Cash $ 974,400 Management Fees 3,045 Interest - 3 Points at Closing 29,232 1viAL CASH RFr'FIVED 124,045 817,125 974,400 1,003,632 CASH DISBURSED: Construction Building Materials 601,750 Surveys 1,000 Building Permits 10,000 Grading/Asphalt/Taxiway 153,150 V.P. Construction Salary 18,000 Sales/Marketing: V.P. Sales Salary 18,000 Advertising 7,830 General Operating: Legal/Appraisals 7,000 Permit/Bond 500 Bond Counsel 10,000 Bond Fee - County (1%) 9,744 Bond Fee Sales - 1st of Denver Underwriter (4%) 38,976 Bond Issue Fee - FmHA (.9%) 8,770 Operating Expenses 33,400 Financing Costs: Interest - Construction 23,089 Bonds (Permanent Mortgage Financing for Sales) 974,400 Principal - Construction 573,525 iviAL CASH EXPENSE 76,474 806,989 1,032,146 573,525 * Cash Contigency Over Incorporated *47,571 *10,136 (57,746) 430,107 22% Contigency (47,571) (10,136) 47,571 10,136 -0- -0- (10,175) 440,243 10,175 (10,175) -0- 430,068 Capital Development, Expansion & Equipment Expenditures 150,000 Available After Phase 1 WORKING CAPITAL FOR NEXT PROJECT 280,068 r TRI-COUNTY HANGAR CO. INCIaMESTAILMENT FIRST YEARS OPERATIONS INCOME: Hangar Sales $1,218,000 Less: Cost of Sales Materials $ 672,685 Labor 82,215 Interest 23,089 Selling Expense 25,830 General and Administrative 29,000 832,819 NET INCOME $ 385,181 Other Revenues: Management Fees 3,045 Mortgage Bond Income 48,558 Mortgage Interest Points 29,232 80,835 $466,016 GENERAL OPERATING EXPENSES: Legal/Appraisal 17,000 Bond Costs 57,990 Office Expense (Including salaries) 22,440 Bond Interest Expense 48,629 146,059 NET INCOME BEFORE TAXES AND APPRECIATION $ 319,957 c TZ-U UN iY HAWIAR OD, BALANCE SHEET END OF FIRST YEAR ASSEib: Current Cash - Checking 283,357 Land - 23 Acres 1 Mortgages Receivable (20 yr.) 966,540 Office Furniture and Equipment 4,477 Construction Equipment 150,000 Proprietary and Patentable Designs & Engineering 1 Total 1,121,019 IUTAL ASSETS 1,404,376 LIABILITIES: FYHA Guaranteed Bonds Payable - 25 Years 969,900 Capital Stock Carton Stock, 1000 Shares Authorized, No Par 90 Shares Issued - Voting 120,952 10 Shares Issued - Non Voting 1,000 312,524 TOTAL EQUITY 434,476 'IUI'AL LIABILITIES & STOCKHOLDERS EQUITY 1,404,376 CO H 0 C CI N OON N .f.' }i d' 01 N r- N in N (� d' CO }) (d co et NN fl N NNN In W O . . . . . . . . . -rl >i N Ol Lfl W LO LO Lfl CO C1 LD [a. 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O 0 d' 0H OOIll Lo 0O O O In t— O oW Id Q) d' N N CO N ri 01 H-I O 01 CO I) N d' to .�' 'yl ONNC0Nd' O in r- H C0 M co M co I H -ii COLo ri Lo If) d' CO OH H N to CO O I)) Cl H rl CO H in 1/40 H 0 t`- o to ri H Hi HI H H 4) C C1 N CD O E. N N E' +t in co co m H N a', C 0 La 0 N N N W O E 0 0 0 0 00 I C B H C +) N +) W ,C o H -H H X -rl }{ N N Id m C O Hi m o +) k m 4J N C Oa 4 O +l Id N b Id C .C b N .C H C > 0 X m C m N E -I O, OH m -H H m -HI d W N co W a a) l ,, -H td C) it }i N C P P b''H C) Hi H U N Hi CO Now P b1 N C Hi 23 N o C N it P ro +) }i e C Cn C +l m it C C H -ri +) -P 4) OA A- +) w OIH +t H -rI C C N al td f--i O O N N 0 We 04 N H +) HHp' 1 a EiH Z C H 2 < 41' z m D P N N Pi co C RENTAL INCOME 20% twin engine 17 units $175 per mo $ 2,975 per mo $ 35,700 per yr 80% single eng. 70 units 150 per mo 10,500 per mo 126,000 per yr TCTAL 87 units $13,475 per mo $161,700 per yr AVERAGE 1 unit $ 155 per mo $ 1,•859 per yr The 20%/80% average mix figure was determined by comparing averages at three surrounding airports. 66% yearly occupancy would allow payment of principal and interest on a 20 year 10% mortgage. Occupancy is estimated to be 100% because of the great demand for hangar units in the metropolitan area. 66% x $161,700 = $106,•722 Yearly payment of principal and interest = $106,255. Hello