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Home My WebLink About920358.tiff RESOLUTION RE: AMENDMENTS TO TENTH STREET INVESTORS INDUSTRIAL DEVELOPMENT REVENUE BOND PROJECT DOCUMENTS AND AUTHORIZE CHAIRMAN TO SIGN NECESSARY DOCUMENTS WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, Weld County, Colorado (the "County") , a body politic and corporate and a political subdivision of the State of Colorado, has previously issued its Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Bonds") in the aggregate principal amount of $2,500,000 pursuant to the terms and provisions of an Indenture of Trust, dated as of July 15, 1982 (the "Original Indenture") , between the County and Wells Fargo Bank, National Association, predecessor trustee to Chemical Trust Company of California, as trustee (the "Trustee") , and Ordinance No. 109 (the "Ordinance") , duly adopted by the Board of County Commissioners (the "Board") of the County on August 11, 1982, and WHEREAS, the proceeds of the Bonds were loaned by the County to Harry Asmus, Sara Asmus, Margaret Ann Clemons, Norman Dean, Bonnie Dean, Tom Rapp, William L. West and Jerry D. Winters (collectively, the "Borrowers") , doing business as Tenth Street Investors pursuant to a Co-Tenants Agreement among the Borrowers, pursuant to the terms of a Loan Agreement, dated as of July 15, 1982 (the "Agreement") , between the County and the Borrowers, to finance the costs of acquiring certain real property located at the corner of Tenth Street and Eleventh Avenue in Greeley, Colorado, and constructing, improving and equipping a commercial office building thereon (collectively, the "Project") , and WHEREAS, to secure the payment of the principal of and interest on the Bonds, the Borrowers provided the Trustee with an Irrevocable Letter of Credit, dated September 2, 1982 (the "Letter of Credit"), issued by Wells Fargo Bank, National Association, a national banking association (the "Bank") , and WHEREAS, to further secure the Bonds and the Borrowers' obligations under the Reimbursement Agreement, dated as of July 15, 1982 (the "Reimbursement Agreement") , between the Bank and the Borrowers, if amounts are drawn upon the Letter of Credit to pay the Bonds, the Borrowers executed and delivered: 1. a Deed of Trust, dated as of July 15, 1982 (the "Deed of Trust") , from the Borrowers to the Public Trustee of Weld County, Colorado, for the benefit of the County and the Bank, granting a first security interest in the Project's realty, fixtures and improvements; 2. a Security Agreement, dated as of July 15, 1982, (the "Security Agreement") , from the Borrowers to the County and the Bank, granting a security interest in all equipment located at the site of the Project and owned by the Borrowers; and 920358 RE: INDUSTRIAL DEVELOPMENT REVENUE BONDS - TENTH STREET INVESTORS PAGE 2 3. an Assignment of Rents, dated as of August 31, 1982 (the "Assignment of Rents") , from the Borrowers to the County and the Bank, assigning all tenant rents received by the Borrowers in connection with the Project. WHEREAS, Section 2.03(D) of the Original Indenture provides that all Bonds registered in the name of Hagerman & Co. , as nominee for the trustee of the Municipal Investment Trust Fund, Twelfth Floating Rate Series, or its successor, and any Bonds held by any other person who exercises the option to have its Bond redeemed, shall be redeemed prior to their maturity on August 15, 1992 at a redemption price equal to 100% of the principal amount of the Bonds so redeemed plus accrued interest to the date fixed for redemption, and WHEREAS, the Bank desires to cancel its Letter of Credit with respect to the Bonds, and WHEREAS, the Borrowers desire to remove the requirement of Section 2.03(D) of the Original Indenture providing that certain Bonds shall be redeemed on August 15, 1992, as described above, and WHEREAS, Sections 11.02 and 11.03 of the Original Indenture provide that the Original Indenture may be amended and supplemented for any reason upon receiving the consent of the Bank, the Borrowers, the Trustee and 100% of the Holders of the Bonds then outstanding, and WHEREAS, the Ordinance authorizes the Chairman of the Board, the Clerk to the Board, Deputy Clerk to the Board, and other proper officials to perform any acts they deem necessary to implement or carry out matters in connection with Bonds authorized by the Ordinance. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the form, terms and provisions of the First Supplemental Indenture of Trust, dated as of April 30, 1992 (the "First Supplemental Indenture") , between the County and the Trustee, as trustee, submitted to this meeting be, and hereby are, approved and the County be, and hereby is, authorized to enter into the First Supplemental Indenture upon receipt by the County of evidence satisfactory to the County Attorney confirming that the Bank, the Borrowers and 100% of the Holders of the Bonds outstanding at such time have consented to the execution and delivery of the First Supplemental Indenture and that the Bank has released its rights, title and interests in the Deed of Trust, the Security Agreement, the Assignment of Rents and all financing statements in connection therewith and with the Bonds. BE IT FURTHER RESOLVED by the Board that the Chairman be, and hereby is, authorized to execute and deliver the First Supplemental Indenture and the Clerk to the Board or Deputy Clerk to the Board be, and hereby is, authorized to attest the First Supplemental Indenture and to affix the seal of the County to the First Supplemental Indenture. The finally executed and delivered First Supplemental Indenture shall be in substantially the form presented to this meeting, with only such changes as are approved by the County Attorney. 920358 RE: INDUSTRIAL DEVELOPMENT REVENUE BONDS - TENTH STREET INVESTORS PAGE 3 BE IT FURTHER RESOLVED by the Board that the Chairman of the Board, the Clerk to the Board, Deputy Clerk to the Board, and other proper officials of the County be, and hereby are, authorized to take all action necessary or reasonably required by the parties to the First Supplemental Indenture to effectuate its provisions and are further authorized to take all action necessary or desirable for carrying out the transactions contemplated by this resolution, including without limitation the execution and delivery of any required certificates or other closing documents. BE IT FURTHER RESOLVED by the Board if any section, paragraph, clause or provision of this resolution shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this resolution. BE IT FURTHER RESOLVED by the Board that all bylaws, orders and resolutions, or parts thereof, inconsistent herewith be, and hereby are, repealed to the extent only of such inconsistency. This repealer shall not be construed as reviving any bylaw, order or resolution or part thereof. BE IT FURTHER RESOLVED by the Board that this resolution shall be in full force and effect upon its passage and approval. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 27th day of April, A.D. , 1992. / /1 BOARD OF COUNTY COMMISSIONERS ATTEST:/�`76 _ ,/17�/9/.;ti WELD COUNTY, COLORADO r�jj((��LL > Weld County Clerk to the Board Geo e Kennedy, Chairman /�///r/er f g Deputy Clerk o the Bo-arAccr Constance L. Harbert, Pro-Tem 7 - i 7 APPROVED AS FORM: C. W. 'r County Attorney r on . Lac W. H. Web er 920358 FIRST SUPPLEMENTAL INDENTURE OF TRUST between WELD COUNTY, COLORADO and CHEMICAL TRUST COMPANY OF CALIFORNIA Dated as of April 30 , 1992 RELATING TO THE ISSUANCE OF $2 , 500 , 000 Weld County, Colorado Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 DRS-NEW/40 `,ate 35 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II EXECUTION OF THIS FIRST SUPPLEMENTAL INDENTURE 3 ARTICLE III AMENDMENTS TO THE ORIGINAL INDENTURE Section 3 . 01 . Amendment to Subsections (D) and (F) of Section 2 . 03 of the Original Indenture 4 Section 3 . 02 . Amendment to Section 2 . 12 of the Original Indenture 4 Section 3 . 03 . Amendment to Section 2 . 13 of the Original Indenture 4 Section 3 . 04 . Amendment to Article III of the Original Indenture 4 Section 3 . 05 . Amendment to Section 4 . 01 of the Original Indenture 13 Section 3 . 06 . Amendment to Section 5 . 01 of the Original Indenture 13 Section 3 . 07 . Amendment to Section 5 . 03 of the Original Indenture 13 Section 3 . 08 . Amendment to Section 8 . 01(e) of the Original Indenture 13 Section 3 . 09 . Amendment to Section 8 . 02(b) of the Original Indenture 13 Section 3 . 10 . Amendment to Subsections (c) and (d) of Section 8 . 02 of the Original Indenture 14 Section 3 . 11 . Amendments to Section 8 . 07 of the Original Indenture 14 Section 3 . 12 . Amendment to Section 8 . 08 of the Original Indenture 14 Section 3 . 13 . Amendment to Section 9 . 01(n) of the Original Indenture 14 Section 3 . 14 . Amendment to Section 9 . 06 of the Original Indenture 14 -i- DRS-NEW/40 ,:+��;-•₹,,d*. .._ Page Section 3 . 15 . Amendments to Section 9 . 07 of the Original Indenture 14 Section 3 . 16 . Amendment to Section 9 . 08 of the Original Indenture 14 Section 3 . 17 . Amendment to Section 10 . 03 of the Original Indenture 14 Section 3 . 18 . Amendment to Section 11 . 03 of the Original Indenture 15 Section 3 . 19 . Amendment to Section 12 . 02 of the Original Indenture is ARTICLE IV MISCELLANEOUS Section 4 . 01 . Reaffirmation 15 Section 4 . 02 . Counterparts 15 EXHIBIT A--Legal Description of Real Property Upon Which the Property is Located A-1 -ii- DRS-NEW/40 FIRST SUPPLEMENTAL INDENTURE OF TRUST THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST, dated as of April 30, 1992 (this "First Supplemental Indenture" ) , between Weld County, Colorado (the "County" ) , a county organized and existing under a home rule charter and the constitution and laws of the State of Colorado (the "State" ) and constituting a political subdivision of the State, and Chemical Trust Company of California, as trustee (the "Trustee" ) , a national banking association duly established, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the United States of America, with its principal office located in Los Angeles , California, amends and supplements the Indenture of Trust, dated as of July 15, 1982 (the "Original Indenture" ) , between the County and Wells Fargo Bank, National Association, predecessor trustee to the Trustee, executed in connection with the issuance by the County of its Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Bonds" ) in the aggregate principal amount of $2, 500 , 000 . WITNESSETH: WHEREAS, the proceeds of the Bonds were loaned to Harry Asmus, Sara Asmus, Margaret Ann Clemons, Norman Dean, Bonnie Dean, Tom Rapp, William L. West and Jerry D. Winters (collectively, the "Borrowers" ) , doing business as Tenth Street Investors pursuant to a Co-Tennants Agreement among the Borrowers, pursuant to the terms of a Loan Agreement, - dated as of July 15 , 1982 (the "Agreement" ) , between the County and the Borrowers, to finance the costs of acquiring certain real property located at the corner of Tenth Street and Eleventh Avenue in Greeley, Colorado, described in Exhibit A hereto and constructing, improving and equipping a commercial office building thereon (collectively, the "Project" ) ; and WHEREAS, to secure the payment of the principal of and interest on the Bonds, the Borrowers provided the Trustee with an Irrevocable Letter of Credit, dated September 2, 1982 (the "Letter of Credit" ) , issued by Wells Fargo Bank, National Association, a national banking association (the "Bank" ) ; and WHEREAS, to further secure the Bonds and the Borrowers ' obligations under the Reimbursement Agreement, dated as of July 15, 1982 (the "Reimbursement Agreement" ) , between the Bank and the Borrowers, if amounts are drawn upon the Letter of Credit to pay the Bonds, the Borrowers executed and delivered (i) a Deed of Trust, dated as of July 15 , 1982 (the "Deed of Trust" ) , from the Borrowers to the Public Trustee of Weld County, Colorado, for the benefit of the County and the Bank, granting a first security interest in the Project ' s DRS-NEW/40 : '; 731 realty, fixtures and improvements, ( ii) a Security Agreement, dated as of July 15, 1982 (the "Security Agreement" ) , from the Borrowers to the County and the Bank, granting a security interest in all equipment located at the site of the Project and owned by the Borrowers and ( iii) an Assignment of Rents , dated as of August 31 , 1982 (the "Assignment of Rents" ) , from the Borrowers to the County and the Bank, assigning all tenant rents received by the Borrowers in connection with the Project; and WHEREAS, Section 2 . 03(D) of the Original Indenture provides that all Bonds registered in the name of Hagerman & Co. , as nominee for the trustee of the Municipal Investment Trust Fund, Twelfth Floating Rate Series, or its successor , and any Bonds held by any other person who exercises the option to have its Bond redeemed, shall be redeemed prior to their maturity on August 15 , 1992 at a redemption price equal to 100% of the principal amount of the Bonds so redeemed plus accrued interest to the date fixed for redemption; and WHEREAS, the Bank desires to cancel its Letter of Credit with respect to the Bonds; and WHEREAS, the Borrowers desire to remove the requirement of Section 2 . 03(D) of the Original Indenture providing that certain Bonds shall be redeemed on August 15, 1992, as described above; and WHEREAS, Sections 11 . 02 and 11 . 03 of the Original Indenture provide that the Original Indenture may be amended and supplemented for any reason upon receiving the consent of the Bank, the Borrowers, the Trustee and 100% of the Holders of the Bonds then Outstanding; and NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: ARTICLE I All capitalized terms used in this First Supplemental Indenture and not defined herein shall have the meanings assigned to them in the Original Indenture. In addition, the following definitions in Article I of the Original Indenture are hereby amended to read as follows : "Bank" means, for the period beginning on the date of issuance of the Bonds through April 30, 1992, Wells Fargo Bank, National Association, a national banking association, and its successors , or any other issuer of a substitute Letter of Credit, and its successors, and thereafter shall have no meaning or legal effect . -2- DRS-NEW/40 "Letter of Credit" means, for the period beginning on the date of issuance of the Bonds through April 30 , 1992, that certain irrevocable Letter of Credit, dated September 2 , 1982, issued by the Bank in favor of the Trustee to secure payment of the Bonds, or any substitute letter of credit as permitted hereunder , and thereafter shall have no meaning or legal effect . "Prime Rate" means the interest rate per annum that Wells Fargo Bank, National Association establishes from time to time by public announcement or by directive to its lending division as the basis for interest charged on business and commercial loans . "Reimbursement Agreement" means, for the period beginning on the date of issuance of the Bonds through April 30, 1992, the Reimbursement Agreement, dated as of July 15, 1982, between the Bank and the Borrowers, and any amendments of supplements thereto, and thereafter shall have no meaning or legal effect . "Trustee" means Chemical Trust Company of California, a trust corporation, and its successors and any corporation resulting from of surviving any consolidation or merger to which it or its successors may be a party, and and successor trustee at the time serving as successor trustee hereunder . ARTICLE II EXECUTION OF THIS FIRST SUPPLEMENTAL INDENTURE Prior to the execution and delivery of this First Supplemental Indenture and release of the Letter of Credit by _ the Trustee, there shall have been filed with or delivered to the Trustee the following: (a) A resolution duly adopted by the County, certified by the County Clerk of the County, authorizing the execution and delivery of this First Supplemental Indenture; (b) A duly executed copy of this First Supplemental Indenture, evidencing the consent of the Bank, the Borrowers and the Holders of 100% of the principal amount of Bonds then Outstanding to its execution and delivery by the Trustee; (c) A duly executed copy of a release of the Bank ' s rights and privileges under the Deed of Trust; -3- DRS-NEW/40 (d) A duly executed copy of a release of the Bank' s rights and privileges under the Security Agreement; (e) A duly executed copy of a release of the Bank ' s rights and privileges under the Assignment of Rents; (f) Duly executed copies of a releases of the Borrowers ' obligations under their respective Continuing Guaranty, dated as of July 15, 1982, between the Bank and the respective Borrowers; (g) A duly executed copy of a release of the Borrowers ' obligations under the Reimbursement Agreement; (h) A duly executed copy of a UCC-3 financing statement releasing the Bank ' s rights and privileges under the UCC-1 financing statement filed in connection with execution of the Security Agreement and the Assignment of Rents; and ( i) A duly executed copy of a UCC-3 financing statement releasing the Bank ' s rights and privileges under the UCC-1 fixture financing statement filed in connection with the issuance of the Bonds . ARTICLE III AMENDMENTS TO THE ORIGINAL INDENTURE Section 3 . 01 . Amendment to Subsections (D) and (F) of Section 2 . 03 of the Original Indenture. Subsections (D) and (F) of Section 2 . 03 of the Original Indenture are hereby deleted in their entirety. Section 3 . 02 . Amendment to Section 2 . 12 of the Original Indenture. Section 2 . 12 of the Original Indenture is hereby deleted in its entirety. Section 3 . 03 . Amendment to Section 2 . 13 of the Original Indenture. Section 2 . 13 of the Original Indenture is hereby deleted in its entirety. Section 3 . 04 . Amendment to Article III of the Original Indenture. Article III of the Original Indenture is hereby amended in its entirety to read as follows : -4- DRS-NEW/40 ARTICLE III FORM OF BOND The Bonds shall be printed or typewritten in substantially the following form set forth below, allowing those executing the Bonds to make insertions and deletions necessary to conform the bond to this Indenture: (Form of Fully Registered Bond) UNITED STATES OF AMERICA WELD COUNTY, COLORADO INDUSTRIAL DEVELOPMENT REVENUE BOND (TENTH STREET INVESTORS PROJECT) SERIES 1982 No . R- $ KNOW ALL PERSONS BY THESE PRESENTS that Weld County, Colorado ( "County" ) , a county organized under the Home Rule Charter for Weld County, Colorado and the constitution and laws of the State of Colorado and constituting a political subdivision thereof, for value received, promises to pay to , or registered assigns, but solely from the source and in the manner hereinafter provided, and upon presentation and surrender hereof at the principal corporate trust office of the Trustee named below, the principal sum of DOLLARS on the fifteenth day of August 2012, and in like manner to pay interest on said sum to the registered holder hereof from the date hereof, at a rate equal to a rate per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) equal to sixty-eight percent (68%) of the interest rate per annum that Wells Fargo Bank, National Association, a national banking association (or in certain instances its successors as provided in the hereinafter defined Indenture) , establishes from time to time by public announcement or by directive to its lending divisions as the basis for interest charged on business and commercial loans (the "Prime Rate" ) in effect at 11 : 59 p.m. (San Francisco, California time) on such day, such interest rate being -5- DRS-NEW/40 adjusted daily with changes in the Prime Rate (provided, however, that the interest rate on this bond for any interest payment period shall never be less than seven percent (7%) per annum and shall never be greater than twenty-five percent (25%) per annum) until said principal sum is paid. Principal of, premium, if any, and interest on this bond are payable in lawful money of the United States of America. Interest is payable on the fifteenth day of each calendar month to the registered holder hereof by check, draft or wire transfer of Federal funds mailed or transferred to the registered holder at his address as it appears on the Bond Register maintained by Chemical Trust Company of California, as trustee, at its principal corporate trust office in Los Angeles, California ( "Trustee" ) , or its successor in trust . For the purpose of computing the amount of interest due on each interest payment date (other than the final interest payment date which is the maturity date of this bond) , the computation date (a "Computation Date" ) shall be as of the date nine days prior to each interest payment date, and the Prime Rate in effect as of a Computation Date shall be used for computing the amount of interest for the nine day period prior to each interest payment date. In the event of a change in the Prime Rate between a Computation Date and the immediately following interest payment date, then an adjustment shall be made in computing the interest payable on the next succeeding interest payment date to reflect such change in the Prime Rate. For the purpose of computing the amount of interest due on the final interest payment date, the Prime Rate in effect on the date nine days prior to the final interest payment date shall be the applicable interest rate for such nine day period. This bond is one of a series of bonds issued by County and designated "Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Bonds" ) , all issued under and equally and ratably secured and entitled to the protection given by an Indenture of Trust, dated as of July 15, 1982 (the "Indenture ' ) between County and Chemical Trust Company of California, as successor trustee to Wells Fargo Bank, National Association (which term includes any successor trustee under the Indenture) , to which Indenture, copies of which are on file in the office of Trustee, including all indentures supplemental thereto and amendatory thereof, reference is hereby made for a statement of the -6- DRS-NEW/40 pp''►► nature and extent of the security, the rights of County, Trustee and the Bondholders, and the terms upon which the Bonds are issued and secured. The Bonds are issued by County for the purpose of financing the acquisition of real property and the construction, equipping and otherwise improving thereon of a commercial office building of approximately 29, 500 square feet at the corner of Tenth Street and Eleventh Avenue in Greeley, Colorado (the "Project" ) by Harry Asmus, Sara Asmus, Margaret Ann Clemons, Norman Dean, Bonnie Dean, Tom Rapp, William L. West and Jerry D. Winters ( "Borrowers" ) , d/b/a Tenth Street Investors pursuant to a Co-Tenants Agreement, and the proceeds of the Bonds are made available to Borrowers for that purpose pursuant to the provisions of a Loan Agreement dated as of July 15, 1982 (the "Agreement" ) , between County and Borrowers, and paying necessary expenses incidental thereto, thereby assisting activities in the public interest and for the public welfare of the residents of County. The Bonds are subject to redemption in whole but not in part, at any time as provided in the Indenture, without premium at one hundred percent ( 100%) of their principal amount plus accrued interest to the redemption date upon the exercise by Borrowers of their option to prepay the amounts payable under the Agreement pursuant to the Agreement prior to the full payment of the Bonds if any of the following events shall have occurred: (a) The Project shall have been materially damaged or destroyed ( i) to such extent that it cannot be reasonably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction; or ( ii) to such extent that Borrowers are thereby prevented, in Borrowers ' judgment, from carrying on normal , economical operations at the Project for a period of six (6) months or more and Borrowers cease carrying on normal , economical operations; or ( iii) to such extent at the cost of restoration thereof would exceed by $250 , 000 the Net Proceeds (as defined in the Indenture) from the insurance required under the Agreement . (b) Title to, or the temporary use for a period of six (6) months or more of all or substantially all of the Project, or such part thereof as shall materially interfere, in Borrowers ' judgment, with the operation of the -7- ORS-NEW/40 Project for the purpose for which the Project is designed, shall have been taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under Governmental Authority as defined in the Indenture ( including such a taking or takings as results in Borrowers being thereby prevented from carrying on normal, economical operations at the Project for a period of six (6) months or more) . (c) Changes which Borrowers cannot reasonably control or overcome in the economic availability of materials, supplies , labor , equipment and other properties and things necessary for the efficient operation of the Project for the purpose contemplated by the Agreement shall have occurred which, in Borrowers ' judgment , render the continued operation of the Project uneconomic for such purposes and Borrowers in fact abandon the Project . (d) As a result of any changes in the Constitution of the State of Colorado or the Constitution of the Untied States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by Borrowers in good faith, the Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purposes of the parties as expressed in the Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on Borrowers in respect to the Project, including, without limitation, the imposition of federal , state or other ad valorem property, income or other taxes not being imposed on the date of the Agreement . The Bonds are subject to mandatory redemption upon a Determination of Taxability (as defined in the Indenture) . Trustee shall immediately call the Bonds for redemption within 60 days, and the Bonds shall be redeemed at a redemption price equal to 103% of the principal amount of the Bonds plus accrued interest to the date fixed for redemption. The Bonds are also subject to redemption prior to their stated maturity, as a whole on any date on or after August 15, 1983 , or in part by lot as selected by Trustee, on any interest payment date on or after -8- DRS-NEW/40 a August 15 , 1983 . In all cases, such redemption shall be at the redemption prices (expressed as percentages of the principal amount) set forth below plus interest accrued thereon to the date fixed for redemption: Redemption Dates Redemption (both dates inclusive) Price August 15 , 1983 to August 14 , 1984 $103 . 00% August 15, 1984 to August 14 , 1985 102 . 50% August 15, 1985 to August 14 , 1986 102 . 00% August 15, 1986 to August 14 , 1987 101 . 50% August 15, 1987 to August 14, 1988 101 . 00% August 15, 1988 to August 14, 1989 100 . 50% August 15 , 1989 and thereafter 100 . 00% The Bonds are also subject to mandatory sinking fund redemption, and shall be redeemed by lot at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, on the following dates and in the following principal amounts : Date Principal Date Principal (August 15) Amount (August 15) Amount 1983 $ 25, 000 1998 $100,000 1984 25, 000 1999 100 , 000 1985 30 , 000 2000 100, 000 1986 35, 000 2001 100, 000 1987 40 , 000 2002 100 ,000 1988 50 , 000 2003 100, 000 1989 60 , 000 2004 100, 000 1990 70, 000 2005 100, 000 1991 80 , 000 2006 100 , 000 1992 90 , 000 2007 100 , 000 1993 100 , 000 2008 100, 000 1994 100, 000 2009 100, 000 1995 100 , 000 2010 100, 000 1996 100 , 000 2011 100 , 000 1997 100 , 000 At the option of Borrowers, to be exercised on or before the forty-fifth (45th) day next preceding any such sinking fund redemption date, County, at the direction of Borrowers , may (a) deliver to Trustee for cancellation Bonds in any aggregate principal amount or (b) receive a credit in respect of its sinking fund redemption obligation for any Bonds which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and canceled by Trustee -9- DRS-NEW/40 and not theretofore applied as a credit against any sinking fund redemption obligation. Each Bond so delivered or previously redeemed shall be credited by Trustee at the principal amount thereof against the obligation of County on the respective sinking fund redemption date and the principal amount of Bonds to be redeemed by operation of such sinking fund on such date shall be accordingly reduced. The Bonds shall be redeemed in whole at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption if a referendum petition with respect to the ordinance under which the Bonds are issued shall be filed pursuant to Section 15-4 of County' s Home Rule Charter on or prior to September 10, 1982. In such event, the Bonds shall be redeemed on the date such petition is filed and without regard to the notice provisions of the Indenture. In case a Bond is of a denomination larger than $5,000 , a portion of such Bond ($5, 000 or any integral multiple thereof) may be redeemed, but the Bonds shall be redeemed only in the principal amount of $5, 000 or any integral multiple thereof, all as provided in the Indenture. This bond and the series of which it forms a part are issued pursuant to and in full compliance with the constitution and laws of the State of Colorado, including County and Municipality Development Revenue Bond Act, Article 3, Title 29, C.R.S. 1973, as amended, and pursuant to an ordinance adopted and approved by the Board of County Commissioners of County, which ordinance authorizes, among other things, the execution and delivery of the Agreement, the Indenture and the Bonds . The Bonds are special , limited obligations of County payable solely from revenues derived from the Agreement and from moneys held by Trustee under the Indenture, and pursuant to the Agreement Borrowers have agreed to make Installment Payments (as defined in the Agreement) , at least sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable. Installment Payments sufficient for said purpose are to be paid to Trustee for the account of County and credited to a Bond Fund as a special trust fund account created pursuant to the Indenture for payment of the Bonds and have been pledged for that purpose. The Bonds are further secured by ( i) a Deed of Trust covering the Project realty and all improvements -10- DRS-NEW/40 Qtr,Thrt,,, r-, P RELEASE OF WELLS FARGO BANK, NATIONAL A I INTEREST IN DEED OF TRUST AND ASSIGNMENT O��FppppRE TS THIS RELEASE OF WELLS FARGO BANK, NATIONAL A'3SOelATTON' S INTEREST IN DEED OF TRUST AND ASSIGNMENT OF RENTS is executed and delivered as of this April 30 , 1992 by Wells Fargo Bank, National Association (the "Bank" ) , as a benefi Knp®( ( Deed of Trust, dated as of July 15, 1982 (the "Deed of Trust" ) from Harry Asmus , Sara Asmus , Margaret Ann Clemons , Norman Dean, Bonnie Dean, Tom Rapp, William L. West and Jerry D. Winters (collectively, the "Borrowers" ) , doing business as Tenth Street Investors pursuant to a Co-Tennants Agreement among the Borrowers, to the Public Trustee of Weld County, Colorado (the "Public Trustee" ) for the benefit of the Bank and Weld County, Colorado (the "County" ) , and as a secured party under an Assignment of Rents , dated August 31 , 1982 (the "Assignment of Rents" ) , from the Borrowers to the Bank and the County. WITNESSETH: WHEREAS, on September 2, 1982, the County issued its Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Bonds" ) in the aggregate principal amount of $2 , 500 , 000 pursuant to the terms and provisions of an Indenture of Trust , dated as of July 15 , 1982 (the "Original Indenture" ) , between the County and Wells Fargo Bank, National Association, predecessor trustee to Chemical Trust Company of California, as trustee (the "Trustee" ) ; and WHEREAS, the proceeds of the Bonds were loaned to the Borrowers pursuant to the terms of a Loan Agreement, dated as of July 15, 1982 (the "Agreement" ) , between the County and the Borrowers, to finance the costs of acquiring certain real property located at the corner of Tenth Street and Eleventh Avenue in Greeley, Colorado, and constructing, improving and equipping a commercial office building thereon (collectively, the "Project" ) ; and WHEREAS, to secure the payment of the principal of and interest on the Bonds , the Borrowers provided the Trustee with an Irrevocable Letter of Credit , dated September 2 , 1982 (the "Letter of Credit" ) , issued by the Bank; and WHEREAS, to further secure the Bonds and the Borrowers ' obligations under the Reimbursement Agreement, dated as of July 15, 1982 (the "Reimbursement Agreement" ) , between the Bank and the Borrowers , if amounts are drawn upon the Letter of Credit to pay the Bonds , the Borrowers executed and delivered the Deed of Trust, granting a first security interest in the Project ' s realty, fixtures and improvements , and the Assignment of Rents, assigning all tenant rents received by the Borrowers in connection with the Project; and WHEREAS, the Deed of Trust was filed in the real estate records of the County at Book 976 , Reception No . 01902558 on September 1, 1982 (F 1632) and the Assignement of Rents was filed in the real estate records of the County at Book 976, Reception No . 01902557 on September 1 , 1982 (F 1630) ; and WHEREAS, the Bank has requested that the Borrowers , the County, the Trustee and the registered owners of 100% of the outstanding principal amount of the Bonds amend the Original Indenture to provide for the cancelation of the Bank ' s Letter of Credit; and WHEREAS, the Borrowers, the County, the Trustee and the registered owners of 100% of the outstanding principal amount of the Bonds have agreed to amend the Original Indenture to provide for the cancelation of the Bank ' s Letter of Credit pursuant to a First Supplemental Indenture of Trust, dated as of April 30 , 1992 (the "First Supplemental Indenture" ) , between the County and the Trustee and consented to by the Borrowers , the Bank and the registered owners of 100% of the outstanding principal amount of the Bonds . NOW, THEREFORE, in consideration for the cancelation of the Bank ' s Letter of Credit, the Bank hereby releases all of its rights, title and interests in the Deed of Trust and the Assignement of Rents and requests that the Public Trustee release the Bank ' s rights , title and interest in the Deed of Trust and the Assignment of Rents . WELLS FARGO BANK, NATIONAL ASSOCIATION By Title: -2- DRS/41 STATE OF CALIFORNIA ] ] ss . COUNTY OF On this day of May 1992, before me, , a Notary Public of said State, duly commissioned and sworn, personally appeared and known to me to be the and of the corporation that executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same . IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. [SEAL] Notary Public for said State My commission expires : My address is : -3- ORS/41 RELEASE OF WELLS FARGO BANK, NATIONAL A A MP' INTEREST IN SECURITY AGREEMENT APR 22 199% THIS RELEASE OF WELLS FARGO BANK, NATIONAL ASSOCIATION' S INTEREST IN SECURITY is executed and delivered as of this April 30 , 1992 by Wells Fargo Bank, National PisgherA*tjpA�rhe "Bank" ) , as secured party under a Security Agr'e�� eRe d ((' as of July 15 , 1982 (the "Security Agreement" ) from Harry Asmus, Sara Asmus , Margaret Ann Clemons , Norman Dean, Bonnie Dean, Tom Rapp, William L . West and Jerry D. Winters (collectively, the "Borrowers" ) , doing business as Tenth Street Investors pursuant to a Co-Tennants Agreement among the Borrowers , to the Bank and to Weld County, Colorado (the "County" ) . WITNESSETH: WHEREAS , on September 2, 1982, the County issued its Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Bonds" ) in the aggregate principal amount of $2 , 500 , 000 pursuant to the terms and provisions of an Indenture of Trust , dated as of July 15 , 1982 (the "Original Indenture" ) , between the County and Wells Fargo Bank, National Association, predecessor trustee to the Chemical Trust Company of California, as trustee (the "Trustee" ) ; and WHEREAS, the proceeds of the Bonds were loaned to the Borrowers pursuant to the terms of a Loan Agreement, dated as of July 15, 1982 (the "Agreement" ) , between the County and the Borrowers , to finance the costs of acquiring certain real property located at the corner of Tenth Street and Eleventh Avenue in Greeley, Colorado, and constructing, improving and equipping a commercial office building thereon (collectively, the "Project" ) ; and WHEREAS, to secure the payment of the principal of and interest on the Bonds, the Borrowers provided the Trustee with an Irrevocable Letter of Credit, dated September 2 , 1982 (the "Letter of Credit" ) , issued by the Bank; and WHEREAS, to further secure the Bonds and the Borrowers ' obligations under the Reimbursement Agreement, dated as of July 15, 1982 (the "Reimbursement Agreement" ) , between the Bank and the Borrowers , if amounts are drawn upon the Letter of Credit to pay the Bonds , the Borrowers executed and delivered the Security Agreement in favor of the County and the Bank, granting a security interest in all equipment located at the site of the Project and owned by the Borrowers; and WHEREAS, the Bank has requested that the Borrowers , the County, the Trustee and the registered owners of 100% of the outstanding principal amount of the Bonds to amend the Original Indenture to provide for the cancelation of the Bank' s Letter of Credit; and WHEREAS, the Borrowers , the County, the Trustee and the registered owners of 100% of the outstanding principal amount of the Bonds have agreed to amend the Original Indenture to provide for the cancelation of the Bank ' s Letter of Credit , pursuant to a First Supplemental Indenture of Trust , dated as of April 30 , 1992 (the "First Supplemental Indenture" ) , between the County and the Trustee and consented to be the Borrowers , the Bank and the registered owners of 100% of the outstanding principal amount of the Bonds . NOW, THEREFORE, in consideration for the cancelation of the Bank' s Letter of Credit, the Bank hereby releases all of its rights, title and interests in the Security Agreement . WELLS FARGO BANK, NATIONAL ASSOCIATION By Title: -2- DRS/41 vaiss r Investment Letter from Purcha April 30 , 1992 APR 22 1991 Weld County, Colorado 915 Tenth Street KUTAK ROCK Greeley, CO 80632 Kutak Rock Suite 2400 707 Seventeenth Street Denver, CO 80202 Mr . Norman Dean Suite 401 1100 Tenth Street Greeley, CO 80631 Weld County, Colorado Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 Ladies and Gentlemen: In connection with my purchase of the above-captioned bonds (the "Bonds" ) in the secondary market , the undersigned purchaser of the Bonds (the "Purchaser" ) hereby acknowledges and represents that ( i) the Purchaser is familiar with Sara R. Asmus, Harry Asmus , Margaret A. Clemons , Bonnie Dean, Norman Dean, Tom Rapp, William L. West and Jerry D . Winters, doing business as Tenth Street Investors pursuant to a Co-Tenants Agreement (collectively, the "Borrower" ) ; ( ii) the Borrower has been furnished certain business and financial information about the Borrower; ( iii) the Borrower has made available to the Purchaser the opportunity to obtain additional information to verify the accuracy of the information supplied and to evaluate the merits and risks of an investment in the Bonds; ( iv) the Purchaser has had the opportunity to ask questions of and receive answers from the Borrower; and (v) the Purchaser has had the opportunity to review the documents exectued in connection with the issuance of the Bonds . The undersigned acknowledges that no trading market now exissts for the Bonds . Accordingly, the Purchaser understands that it may need to bear the risks of this investment for an indefinite time, since any sale prior to the final maturity of the Bonds may not be possible . In any event, the Purchaser represents that it is purchasing the Bonds for investment purposes for its own account , and not with a view to resale . It is understood that the Purchaser has undertaken to verify the accuracy, completeness and truth of any statements made or omitted to be made concerning any of the material facts relating to this transaction, including information regarding the business and financial condition of the Borrrower . The Purchaser has conducted its own investigation to the extent it deemed necessary, including with respect to liens on the properties financed by the Bonds . The Purchaser has been offered an opportunity to have made available to it any and all such information it might request from the Borrower . On this basis , it is agreed that the Purchaser is not relying jon the addressees of this letter or any other party or person to undertake the furnishing or verification of information relating to this transaction. The Purchaser understands the security for the Bonds , and that the Bonds are limited obligations of Weld County, payable solely from payments made by and security provided by the Borrower . In addition, the Purchaser represents that it is not a principal user of the project financed with the proceeds of the Bonds, that it is not a related party to the Borrower or any principal user of the project, and that it is purchasing the Bonds with its own funds and not with funds derived direcxtly or indirectaly from the Borrower . PURCHASER ' aa, STATEMENT OF CHANGE UCC3 OCR 003 THIS DOCUMENT MUST BE TYPED COLORADO UNIFORM COMMERCIAL CODE neaTCR,a,Name ro Actress SECURED PARITIE re See Appendix A attached hereto and Weld County, Colora 9 5 tree , incorporated herein by reference for Greeley, CO 80631 a list of the Debtors Wells Fargo Bank, Natiorpp.RA2lipOion 420 Montgomery San Francisco, California 94163 ORIGINAL FILING NUMBER FOR OFFICE USZONLK 872574799 COMPLETE BELOW FOR COUNTY FILINGS Soak No Page No. _---__-- County _ Original Date Filed TERMINATION: Tne secured party of record no orger claims a security interest under the financing statement. CONTINUATION: The original financing statement is still effective. RELEASE OF COLLATERAL: The secured party of record releases the collateral described below. xil AMENDMENT: The financing statements amended as set forth in the space below. Both debtor and secured party musts gn. TOTAL ASSIGNMENT: The securea party of record has assigned all rights in the original financing statement. e flame and address of the assignee appear below ASS,GNMENT: T^e _ c!red y r+ cc: >> 3s7: -ec.4 -ghts. The name and address of the assignee and a description of the collateral appear below _ 1 .r Federal 3x i a ,:roerls rc =„+„r; Wells Fargo Bank, National Association, which no longer claims a security interest under the financing statement, shall be removed from the financing statement as a secured party thereunder. •'IS�5IGNATUflEI5r SECU E• A TYUESI SIGNATU EIS See Appendix A fo signs + WELD COUNTY, COLORADO By: I WELLS FARGO BANK, NATIONAL ASSOCIATION 22:0759 By: • This is Appendix A to a UCC-3 Financing Statement among the undersigned, as debtors, and Weld County, Colorado, and Wells Fargo Bank, National Association, as secured parties . Name and Signature Address and Social Security Number HARRY ASMUS 4474 Pioneer Drive, Greeley, Colorado 80634 SS# Harry Asmus SARA ASMUS 4474 Pioneer Drive, Greeley, Colorado 80634 SS# Sara Asmus MARGARET CLEMONS 2218 8th Street, Greeley, Colorado 80631 SS# Margaret Clemons NORMAN DEAN 1858 26th Avenue, Greeley, Colorado 80631 SS# Norman Dean BONNIE DEAN 1858 26th Avenue, Greeley, Colorado 80631 SS# Bonnie Dean TOM RAPP 4478 Pioneer Drive, Greeley, Colorado 80634 SS# Tom Rapp WILLIAM L . WEST 1851 15th Avenue, Greeley, Colorado 80631 SS# William L . West JERRY D . WINTERS 1205 48th Avenue, Greeley, Colorado 80631 SS# Jerry D. Winters A-1 .ea Bradford Publishing Co.. 1824-46 Stout Street, Denver.Colorado STATE OF COLORADO UNIFORM COMMERCIAL CODE—FINANCING STATEMENT-COLORADO U.C.C.-I (Rev. 1-78) IMPORTANT—Read instructions on reverse side before filling out form aSiaument is presented for piing pursuant to the Uniform Commercial Code. _-_ 3 For Filing Office:;Dote, Time.Number crd Filing CfEc ap. �I Nvms and Mailing Address: 2. Secured Partyhes)Name and Address: ehibit att“:.' red Weld County, Colorado, 91 co and incorporated Tenth Street, Greeley, dference for a list Colorado 80631 , Wells Far o Borrowers/Debtorsank, National Associatio s Issuer of the Letter o r( ( �T p e(�dit �dated July 15 , 198 , dd ..,r�tnq Statement covers the following types(or 1 ets:si c"p:ap-e�},g-rY Sul t e t, 7t tl;.,C ii collateral is crops.fate:es. -.moer or minerals or other Y"soarl San Fran is Co, •tees m be extracted or accounts resulting from the sale thereof,read 63 ,_n:"onback.) California 94 See Exhibit II , including Schedule A, attached hereto and unincorporated b S. N Party: reference Interesstddroa¢ofWeld aCount , Colorado have been assigned per an Indenture of Trust dated July 15 , 1982 to Wells r,u,lyp applicable. Fargo Bank, National Associ- >s riacncing Statement is to be filed for record in the real estate records. at ion as Trustee aucts of collateral are also covered. cr,ement is signed by the Secured Party instead of the Debtor to perfect a security:merest.0 collateral - �— -- ---- -------- .:ec'e O already subtect to a security interest in another Jurisdiction when it was brought Into this state,or when the debtor's location was changed to -:e box) this state. ❑ which is proceeds at the original collateral described above In which a security interest was perfected; ❑ as to which the filing has lapsed: or - ❑ acquired after a change of name, identity or corporate structure of the debtor. :cly if applicable: ❑ The Debtor is a transmitting utility. WELD COUNTY, COLORADO grrowers See Exhibit I By Signature(s)of Debtor(s) RV f.7e11S FF]rd'ij/r7tie qd p a1 -seed by the Secretary of 5tam and Association as issuer O Letter of . Nita and RecordersAanoct�rucn OT Credit UHA p,M LLi .C. I (REV. I-7a) Authoriz "At'�YGYieR:coo•• mod. • C2 Coo em I_-__.. . 7' _ Exhibit I Name Address /' ..arry ismus 4474 ?ioneer Drive Greeley, Colorado 80634 ---`)(iv J. 7%,‘1r.�,�1 Sara Asmus 4474 Pioneer Drive Greeley, Colorado 80634 T, '\ ..A . \^ ..\.,,L„ Margaret Clemons 2218 8th Street Greeley, Colorado 80631 74e.r2 4-" Norman Dean '_858 266th Avenue � �\ Greeley, Colorado 80631 Bonnie Dean 1858 26th Avenue Q Greeley, Colorado 80631 1t ) Tom R_no / 4478 Pioneer Drive Greeley, Colorado 80634 ' William L. West 1351 25th Avenue JpGreeley, Colorado 80631 /J'rr . Winters 1205 48th Avenue Greeley, Colorado 80631 i O:211 arc, ,w R' Exhibit II All present and after-acquired goods in the nature of machinery and equipment in all of its forms as descri- bed in the Security Agreement dated as of July 15 , 1982 between the Debtors and the Secured Parties , located at or used and located on the land described in Schedule A hereto, together with all rents , profits and income derived from the premises described in the Assignment of Rents dated as of July 15 , 1982 between the Debtor and the Secured Parties , and from the buildings and improvements on the premises on the land described in Schedule A hereto . SCHEDULE A LEGAL DESCRIPTION OF REAL PROPERTY UPON WHICH THE PROJECT IS LOCATED Land in the State of Colorado , County of Weld, described as follows : The N i of Lot 1 and all of Lots 2 and 3 , Block 74 , IN THE CITY OF GREELEY rw•�"rte) v lr'' :�a f INFORMATION AMERICA NETWORK--COLORADO 22-APR-1992 2 DEPARTMENT OF STATE UCC & LIEN INFORMATION--Detail Filing Number! 872574799 Filing Date & Time: 09-02-1982 14: 39 Expiration Date: 03-02-1992 Status: ACTIVE Collateral : EQUIPMENT & MACHINERY OTHER Debtor( s ): CLEMONS, MARGARET 2218 8TH STREET GREELEY, CO Debtor Type' PERSONAL RAPP, TOM 4478 PIONEER DRIVE GREELEY, CO Debtor Type: PERSONAL * ***** Press RETURN for more information / or E to EXIT to summary. ****** INFORMATION AMERICA NETWORK--COLORADO 22-APR-1932 2 DEPARTMENT OF STATE UCC & LIEN INFORMATION--Detail (Continued ) WINTERS, JERRY 0 1205 48TH AVE GREELEY, CO Debtor Type: PERSONAL DEAN, BONNIE 1858 26TH STREET GREELEY, CO Debtor Type: PERSONAL WEST, WILLIAM 1851 25TH AVE GREELEY, CO Debtor Type: PERSONAL ****** Press RETURN for more information / or E to EXIT to summary ****** INFORMATION AMERICA NETWORK--COLORADO 22-APR-1992 2 DEPARTMENT OF STATE UCC & LIEN INFORMATION--Detail (Continued ) ASMUS, SARA 4474 PIONEER DR GREELEY, CO Debtor Type: PERSONAL ASMUS, HARRY 4474 PIONEER DR GREELEY, CO ....,.__' 3.)S Debtor Type: PERSONAL • DEAN, NORMAN M 1858 26TH AVE GREELEY, CO 80631 Debtor Type: PERSONAL ****** Press RETURN for more information / or E to EXIT to summary ****** INFORMATION AMERICA NETWORK--COLORADO 22-APR-1992 2 DEPARTMENT OF STATE UCC & LIEN INFORMATION--Detail (Continued ) Secured P'arty( ies ): WELD COUNTY CO 915 TENTH ST GREELEY, CO Assignee(s ): WELLS FARGO BANK 420 MONTGOMERY STREET SAN FRANCISCO, CA 94163 Filing Date & Time Filing History 06-01-87 8:30 Amendment No: 972994427 Type: CONTINUATION Status: ACTIVE NuMber=More Info RETURN=Summary 0=Order Copy N=New Search E=Exit UCC3 OCR 003 THIS DOCUMENT MUST BE TYPED STATEMENT OF CHANGE COLOR 0 FAL COOE DEBTOR(S)Name arc:4darees 'Ec:P ED' - '� Weld County, Col dot See Appendix A attached hereto and 915 Tenth Street incorporated herein by reference for Greeley, CO 80631 APR 2 2 1992 a list of the Debtors Wells Fargo Bank, National Association 420 Montgomery San Francisco, Cai4 Td K NOOK ORIGINAL FILING NUMBER FOR OFFICE USE ONLY COMPLETE BELOW FOR COUNTY FILINGS ^.p. _ 112 Page No. _fIDL76R62 Weld-County r-Celesada----- :-"(glnai Date Fled Sept=mher -1982 --- _ TERMINATION: The sec nary ,ec crd -to 'c.ger .::aims a security interest under the financing statement. Cl TN r.N .iii-".:fv: - 7rai fir 's i:":i effective. F.sSE :_ ":.t__,?TEPAL. of ab.:rd releases the collateral described below. :., _ r n the space below. 3oth debtor aro secured GN E ,T: ' ,CO, ._sgnec ail his rights :r the original financing statement. -thew S MC',MENT: - S C C_.2 s rr y �` 'room nas ioscred his nghts. The name and address of the - ne _ r-b cn df he co'.aterai appear below, . _s' st Sac e' Sec arty nLmcerl,yi or Federal Tax I_D. number(s)for all debtors Wells Fargo Bank, National Association, which no longer claims a security interest under the financing statement, shall be removed from the financing statement as a secured party thereunder. 'Il Check only if applicable: This Statement is to be filed for record in the real estate records. ORIGINAL SIGNATURES REQUESTED ON 2ND COPY IF FILED WITH COUNTY CLERK WELD COUNTY, COLORADO 2T'\0 t1 ^3 See Appendix A for signatures By. wvr.t.c VILACCLIOTIONAT. ASSOCTATTOPL_.. . . . This is Appendix A to a UCC-3 Financing Statement among the undersigned, as debtors, and Weld County, Colorado, and Wells Fargo Bank, National Association, as secured parties . Name and Signature Address and Social Security Number HARRY ASMUS 4474 Pioneer Drive, Greeley, Colorado 80634 SS# Harry Asmus SARA ASMUS 4474 Pioneer Drive, Greeley, Colorado 80634 SS# Sara Asmus MARGARET CLEMONS 2218 8th Street, Greeley, Colorado 80631 SS# Margaret Clemons NORMAN DEAN 1858 26th Avenue, Greeley, Colorado 80631 SS# Norman Dean BONNIE DEAN 1858 26th Avenue, Greeley, Colorado 80631 SS# Bonnie Dean TOM RAPP 4478 Pioneer Drive, Greeley, Colorado 80634 SS# Tom Rapp WILLIAM L. WEST 1851 15th Avenue, Greeley, Colorado 80631 SS# William L . West JERRY D . WINTERS 1205 48th Avenue, Greeley, Colorado 80631 SS# Jerry D. Winters A-1 • 8 0.1 35 REC: I IO1 7 6862 09/t01 /82 i 23 $6 .00 1 /004 F 0784 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO s 0976 REC 0'1902560 09/01 /82 13 : 22 $0 .00 1 /004 F 1730.1 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO Flaa,cinq Statement is presented for filing pursuant to the Uniform Commercial Cod.. J. For Sling Officer(Dote,Time.Number,and Filing Offices ,Woes)Name and Mailing Address: 2. Secured Party(ies)Name and Address: see Exhibit I attached W ld County Colorado 4ereto and incorporated Weld �enth S!reett reference for a list wellsCohy Fargo Bank, 7atioaal Association as Issuer of the Letter of Credit dated Jaly 15, 1002, 448 Moata, n•.ery his Financing Statement covers the following types(or items)oStreet, 7th Floor, Property:(WARNING:U collateral is crops.fixtures,timber,or Can F ancisco minerals or other substances to be extracted or accounts resulttEgCalifornia 54163 trom the sale thereof.read instructions on back.) See Exhibit II, including Schedule A, attached hereto and unincorporated S. Name and address of Assignee of Secured Party: Interest of Weld County, Color by reference. have been assiatned perm an Indenture of must dated July : 1982 to Wells Fargo Bank, -lsckady it applicable. )(This Financing Statement is to be filed for record in the real estate records. National Association as Products of collateral are also covered. • Trustee This Statement is signed by the Secured Party instead of the Debtor to perfect a security interest in collateral ,Please check T. already subject to a security interest in another jurisdiction when it was brought into this state,or when the debtor's location was appropriate box) changed to this state. which is proceeds of the original collateral described above in which a security interest was perfected; 1.7 as to which the tiling has lapsed:or acquired after a change of name. identity or corporate structure of the debtor. ' Check only if applicable:O The Debtor is a transmitting utility. fa= COUNTY. COLORADO Iorrowers See Ehhibit I Signaturels)of Debtor(s) Signature(s)of Secured Partylies) Form approved by the Secretary of State and PURPORTED COPY COLORADO FORM U.C.C. I'.RE'✓ '.-. - 'he County Clerks and Recorders Association es,.oroso PUBLISHING CO. 1' SECURED PARTY COPY j Prr Exhihit Aka/ n Address ,4h' {24 r+'t.a4_ Harr Asmus 4474 Pioneer Drive Greeley, Colorado 80634 Sara Asmus 4474 Pioneer Drive Greeley, Colorado 80634 Margaret Clemons 2218 8th Street Greeley, Colorado 80631 Norman. Dean 1358 26th Avenue Greeley, Colorado 30631 3onn_e Dean 1858 26th Avenue Greeley, Colorado 80631 Tom Pato 4478 Pioneer Drive Greeley, Colorado 80634 L> William L. West 1851 25th Avenue Greeley, Colorado 30631 C": 2 'err°L. Winters 1205 48th Avenue Greeley, Colorado 30631 11 12 1 ' 1 1 Exhibit II All right, title and interest of the Debtors in and to all additions , extensions , improvements , betterments , renewals , substitutes and replacements of and all additions and appurtenances to the property described in Schedule A hereto , or any part thereof , hereafter acquired by the Debtors. The above are or are to become , fixtures on the land described in Schedule A hereto . 1 1 fly-., 'T`_ rigir Schedule A LEGAL DESCRIPTION OF REAL PROPERTY UPON WHICH THE PROJECT IS LOCATED Land in the State of Colorado , County of Weld, described 3g follows : The N1 of Lot 1 and all of Lots 2 and 3 , Block 74 , IN THE CITY OF GREELEY 11 1 ' 1 a;:10359 a UCC3 OCR 003 "1.5 7 3E --V0E0 STATEMENT OF C1-, .0E . JLORA r • `IiA. + r � COr? Weld County, Colorado See Appendix A attached hereto and 915 Tenth Street APR 2 ; 1E- incorporated herein by reference for a Greeley, CO 80631 list of the Debtors Wells Fargo Bank, National Association 420 Montgomery K JTAI( `yfo �„ San Francisco, California 9 976 c 019o0Sti0-- --', - Weld- County, Colorado September 1, 1982 — - -- s ;- • ; ;er : `inancic; e, t _ . • - -? - - Dad .;=•o'N. ..c-- - - -_ - _ - dent d, 3rd 9e. .:red - c--, ,: :r g tInancing statemen?. - _ �.:• .. .°1.... - _ .-.': 33r' ^r reCCrd -as » . •.'d s nits. -re rare arc address of the -c • - , 'a._,al ,pec3r 5alow. `. Secur :, n mber(s,cr °ederal Tax 1 , number(s) for all debtors Wells Fargo Bank, National Association, which no longer claims a security interest under the financing statement, shall be removed from the financing statement as a secured party thereunder. Check only f applicable. - This Statements to oe filed for record in the real estate records. ORIGINAL SIGNATURES REQUESTED ON 2ND COPY IF FILED WITH COUNTY CLERK See Appendix A for signatures WELD COUNTY, COLORADO This is Appendix A to a UCC-3 Financing Statement among the undersigned, as debtors, and Weld County, Colorado, and Wells Fargo Bank, National Association, as secured parties . Name and Signature Address and Social Security Number HARRY ASMUS 4474 Pioneer Drive, Greeley, Colorado 80634 SS# Harry Asmus SARA ASMUS 4474 Pioneer Drive, Greeley, Colorado 80634 SS# Sara Asmus MARGARET CLEMONS 2218 8th Street, Greeley, Colorado 80631 SS# Margaret Clemons NORMAN DEAN 1858 26th Avenue, Greeley, Colorado 80631 SS# Norman Dean BONNIE DEAN 1858 26th Avenue, Greeley, Colorado 80631 SS# Bonnie Dean TOM RAPP 4478 Pioneer Drive, Greeley, Colorado 80634 SS# Tom Rapp WILLIAM L. WEST 1851 15th Avenue, Greeley, Colorado 80631 SS# William L. West JERRY D . WINTERS 1205 48th Avenue, Greeley, Colorado 80631 SS# Jerry D. Winters A-1 lir . B 0135 REC U0176862 09/01 /22 13 : 23 $6.00 1 /004 F 0784 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO B 0976 RE:C 01902560 09/01 /82 13 : 22 $0,00 1 /004 ':. 1730 MARY ANN FE:UERSTEIN CLERK & RECORDER WELD CO, CO - -- e pimping Statement is presented for tiling pursuant to the Uniform Commercial Code. 3. For Filing Officer(Date.Time.Number.and Filing Office): ----pebtorIs)Name and Mailing Address: 2. Secured Partylies)Name and Address: see Exhibit I attached WeldTTCounty Colorado yereto and incorporated Greeleyp Co 80631 b reference for a list Wells Fargo Bank, National of the Borrowers/Debtors Association as Issuer of the Letter of Credit dated -duly 15, 1582, 420 "u.lgowery t This Fia®cing Statement covers the following types(or items)ostreet, 7th Vicar, property:(WARNING:If collateral is crops•fixtures,timber,or Francisco Ain raa s or tersubsttancf,reades to instructions extracted r on or accounts results California 54163 from .) See Exhibit II, including Schedule 5. Name and address of Assignee of Secured Party: A, attached hereto and unincorporated Interest of Weld County, Color by reference. have been assiglned perm an Indenture of Taust dated July : 1982 to Wells Fargo Bank, •hack only if applicable. National Association as X This Financing Statement is to be filed for record in the real estate records. Products of collateral are also covered. 55Tatione i. This Statement is signed by the Secured Party instead of the Debtor to perfect a security interest in collateral Please check C already subject to a security interest in another jurisdiction when it was brought into this state.or when the debtors location was appropriate box) changed to this state. C which is proceeds of the original collateral described above in which a security interest was perfected: C as to which the filing has lapsed:or C acquired after a change of name. identity or corporate structure of the debtor. ' Check only if applicable:C The Debtor is a transmitting utility. Nap COUNTY, COLORADO 3orrowers See Elehibit I . -- Signature(s)of Debtorls) Signature(s)of Secured Partylies) Form approved by the Secretary of State and PURPORTED COPY COLORADO FORM U.C.C. I(REV. I-'E :he County Clerks and Recorders Association BRADFORD PUBLISHING co. '4i SECURED PARTY COPY Exhibit I Name n Address Harry Asmus 4474 Pioneer Drive Greeley, Colorado 80634 - MC-A Sara 4474 Pioneer Drive ` \ Greeley, Colorado 80634 1. \ �� Margaret Clemons 2218 8th Street Greeley, Colorado 80631 214 .4."-/ Norman Dean 1858 26th Avenue Greeley, Colorado 80631 Bonne Dean 1858 26th Avenue _--_-_-- Greeley, Colorado 80631 1 t� Can. Tom Rapp 4478 Pioneer Drive Greeley, Colorado 80634 William L. West 1851 25th Avenue 19i7.1-1- : Greeley, Colorado 80631 errU Winters 1205 48th Avenue Greeley, Colorado 80631 11 12 1 ; 1 -- n._ Sr;tr Ca Exhibit II All right , title and interest of the Debtors in and to all additions , extensions , improvements , betterments , renewals , substitutes and replacements of and all additions and appurtenances to the property described in Schedule A hereto , or any part thereof , hereafter acquired by the Debtors . The above are or are to become, fixtures on the land described in Schedule A hereto . 1 1 Schedule A LEGAL DESCRIPTION OF REAL PROPERTY UPON WHICH THE PROJECT IS LOCATED Land in the State of Colorado , County of Weld, described as follows : The N1 of Lot 1 and all of Lots 2 and 3 , Block 74 , IN THE CITY OF GREELEY 11 1' 1 Ors -q. ..._ 1 _� E 0976 REC 01902 _ s'2 13 : 18 x231 .00 1 /077 ^° F 1653 MARY 4N FEUEKSIEIN CLERK & REC DER WELD CO, CO 8/25/82 INDENTURE OF TRUST between WELD COUNTY, COLORADO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee RELATING TO THE ISSUANCE OF $2, 500, 000 INDUSTRIAL DEVELOPMENT REVENUE BONDS (TENTH STREET INVESTORS PROJECT) SERIES 1982 Dated as of July 15, 1982 PURPORTED COPY 4 INDENTURE OF TRUST TABLE OF CONTENTS (This Table of Contents is not a part of the Indenture of Trust and is only for convenience of reference . ) Page PARTIES 1 GRANTING CLAUSES 2 ARTICLE I DEFINITIONS SECTION 1. 01. Definitions 4 SECTION 1. 02. Reference to County, the Board and Officers 13 SECTION 1.03 . Singular, Plural and References to the Indenture 13 ARTICLE II AUTHORIZATION, SALE AND REDEMPTION OF THE BONDS SECTION 2. 01. Authorization 13 SECTION 2.02. Conditions for Delivery of the Bonds 14 SECTION 2.03 . Prior Redemption 15 A. Extraordinary Optional Redemption 15 B. Extraordinary Mandatory Redemption 17 C. Optional Redemption 17 D. Mandatory Redemption at the Option of the Bondholder 18 E. Mandatory Sinking Fund Redemption 18 F. Mandatory Redemption Upon Bankruptcy of the Bank 20 G. Mandatory Redemption Upon County Referendum 21 ii SECTION 2 .04 . Medium and Place of Payment 21 SECTION 2. 05. Mutilated, Destroyed, Lost and Stolen Bonds 21 SECTION 2.06 . Execution of Bonds 22 SECTION 2. 07. Registration, Transfer and Exchange of Bonds 22 SECTION 2. 08 . Authentication 24 SECTION 2. 09 . Other Unrelated Bond Issues 24 SECTION 2. 10 . Notice of Redemption 24 SECTION 2. 11. Effect of Redemption 25 SECTION 2. 12. Direct Payment 25 SECTION 2. 13 . Notice of Reduction of Stated Amount of Letter of Credit 26 ARTICLE III FORMS OF BONDS AND HOME OFFICE PAYMENT AGREEMENT SECTION 3 . 01 . Bond Forms 26 SECTION 3 .02. Form of Home Office Payment Agreement 40 ARTICLE IV GENERAL COVENANTS SECTION 4 . 01. Payment of Principal, Premium, if Any, and Interest 42 SECTION 4. 02. Performance of Covenants; County 43 SECTION 4 .03 . Recording and Filing 43 SECTION 4 . 04 . Rights Under Agreement 43 ,�...- i iii ARTICLE V REVENUES AND FUNDS ECTION 5.01 . Source of Payment of Bonds 43 ECTION 5. 02. Creation of Bond Fund 43 ECTION 5.03. Payments Into Bond Fund; Payments 1 by Borrower 44 t ECTION 5. 04. Use of Moneys in Bond Fund 44 ECTION 5.05. Custody of Bond Fund 44 ECTION 5.06. Construction Fund 44 ECTION 5. 07. Payments Into the Construction Fund; Disbursements 44 ECTION 5. 08. Completion of the Project 45 ECTION 5.09 . Nonpresentment of Bonds 45 ECTION 5. 10 . Moneys to Be Held in Trust 46 ECTION 5.11. Repayment to Borrower From Bond Fund or Construction Fund 46 CTION 5 . 12. Custody of Separate Trust Fund 46 il ARTICLE VI 1 VESTMENT OF MONEYS 46 1 ARTICLE VII DISCHARGE OF LIEN ECTION 7 . 01. Discharge Upon Payment 47 ECTION 7.02. Provision for Payment 47 ;ECTION 7 .03. Notice of Payment; Miscellaneous 47 ,ECTION 7. 04. Use of Deposit; Amendments 48 i; IP OP iv ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES SECTION 8 .01. Defaults; Events of Default 48 SECTION 8 . 02. Acceleration 49 SECTION 8 . 03 . Additional Remedies and Enforcement of Remedies 50 SECTION 8 .04 . Application of Moneys after Default 51 SECTION 8 .05. Remedies Vested in Trustee 52 SECTION 8. 06. Limitation of County 's Liabilities 52 SECTION 8. 07. Waivers of Events of Default 53 SECTION 8 .08. Letter of Credit 53 ARTICLE IX TRUSTEE SECTION 9 .01. Acceptance of Trusts 55 SECTION 9. 02. Fees, Charges and Expenses of the Trustee 58 SECTION 9 . 03. Notice to Bondholders if Default Occurs 59 SECTION 9. 04 . Successor Trustee 59 SECTION 9. 05. Resignation by Trustee 59 SECTION 9. 06 . Removal of Trustee 59 SECTION 9 . 07 . Appointment of Successor Trustee by Bondholders 60 SECTION 9 . 08 . Concerning Any Successor Trustee 60 C 4. V ARTICLE X SUPPLEMENTAL INDENTURES SECTION 10 .01. Supplemental Indentures Not Requiring Consent of Bondholders 61 SECTION 10 .02. Supplemental Indentures Requiring Consent of Bondholders 61 SECTION 10 .03. Consent of the Bank, Borrowers and Trustee to Supplemental Indentures 63 ARTICLE XI AMENDMENT TO AGREEMENT, DEED OF TRUST, SECURITY AGREEMENT OR ASSIGNMENT OF RENTS SECTION 11. 01. Amendments, etc. , to Agreement, Deed of Trust, Security Agreement or Assignment of Rents Not Requiring Consent of Bondholders 63 SECTION 11. 02. Amendments, etc. , to Agreement, Deed of Trust, Security Agreement or Assignment of Rents Requiring Consent of Bondholders 64 SECTION 11. 03 . Consent of the Bank to Amendments, etc. to Agreement, Deed of Trust, Security Agreement or Assignment of Rents 65 ARTICLE XII MISCELLANEOUS SECTION 12.01. Consents, etc. , of Bondholders 65 SECTION 12. 02. Limitation of Rights 66 SECTION 12. 03. Severability 66 SECTION 12. 04. Notices 66 fl vi SECTION 12. 05. Payments on Saturdays, Sundays and Holidays 67 SECTION 12. 06. Counterparts 67 SECTION 12.07. Applicable Provisions of Law 67 SECTION 12. 08. Captions 67 SECTION 12.09 . Indenture 67 TESTIMONIUM 67 SIGNATURES AND SEALS 67 ACKNOWLEDGMENTS 68 EXHIBIT A - Real Estate Description • INDENTURE OF TRUST THIS INDENTURE OF TRUST (" Indenture" ) , dated as of July 15, 1982, between Weld County, Colorado ("County" ) , a county organized and existing under the Home Rule Charter for Weld County, Colorado and under the constitution and laws of the state of Colorado and constituting a political subdivision thereof, and Wells Fargo Bank, National Association, as trustee ("Trustee" ) , a national banking association duly established, existing and authorized to accept and execute trusts of the character herein set out under and by virtue of the laws of the United States, with its principal office, domicile and post office address in San Francisco , California. WITNESSETH WHEREAS, Harry Asmus, Sara Asmus, Margaret Ann Clemons, Norman Dean, Bonnie Dean, Tom Rapp, William L. West and Jerry D. Winters ("Borrowers" ) d/b/a Tenth Street Investors pursuant to a Co-Tenants Agreement have applied for a loan from County in an amount of $2, 500 , 000, to finance the costs of the acqui- sition of real property and the construction, equipping and otherwise improving thereon of a commercial office building of approximately 29, 500 square feet at the corner of Tenth Street and Eleventh Avenue in Greeley, Colorado (the "Project" ) by Borrowers ; and WHEREAS, County wishes to make such loan to Borrowers ; and WHEREAS, in order to obtain funds to make such loan to Borrowers, County proposes to issue $2, 500, 000 aggregate prin- cipal amount of its Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Bonds") , pursuant to the provisions of this Indenture, and make the proceeds thereof available to .Borrowers for the purpose of financing the cost of the Project; and WHEREAS, simultaneously with the execution of this Inden- ture, Borrowers and County will enter into a Loan Agreement (the "Agreement") which will provide for the application of the proceeds from the sale of the Bonds ; and { 2 WHEREAS, as security for the Bonds, Wells Fargo Bank, National Association, a national banking association (the "Bank" ) , will issue its Irrevocable Letter of Credit, dated the date of issuance of the Bonds (the "Letter of Credit) , in favor of Trustee ; and WHEREAS, as additional security for the Bonds , Borrowers will execute and deliver to the Public Trustee of Weld County, Colorado, for the benefit of County and the Bank, as co-bene- ficiaries, a Deed of Trust (the "Deed of Trust" ) , dated as of the Bonds, July 15, 1982, covering the Project realty, all fixtures and all improvements thereto owned by Borrowers ; and WHEREAS, as additional security for the Bonds, Borrowers will grant a security interest to County and the Bank, pursuant to a Security Agreement dated as of July 15, 1982 (the "Secu- rity Agreement") , in all equipment located on the site of the Project and owned by Borrowers ; and will assign to County and the Bank all tenant rents in connection with the Project pur- suant to an Assignment of Rents dated as of July 15, 1982 (the "Assignment of Rents" ) ; and WHEREAS, by this Indenture County desires to provide for the issuance of the Bonds and for a pledge and assignment of the Agreement, including, but not limited to, the installment payments required thereby, and its rights, title and interests under the Deed of Trust, the Security Agreement and the Assign- ment of Rents to Trustee ; provide for the appointment of Trustee, and set forth the powers, duties and responsibilities of such Trustee ; provide instructions to Trustee with respect to defaults; set forth conditions for amending this Indenture ; and WHEREAS, the execution and delivery of this Indenture and the issuance of the Bonds herein described have been in all respects duly and validly authorized by County. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS, THIS INDENTURE WITNESSETH: GRANTING CLAUSES COUNTY, in consideration of the premises and the accep- tance by Trustee of the trusts hereby created and of the pur- chase and acceptance of the Bonds by the Purchaser thereof, in order to secure the payment of the principal of, premium, if any, and interest on the Bonds according to their tenor and fan{ 7,..__ 11 effect and the performance and observance by County and Bor- rowers of all the covenants expressed or implied herein and in the Bonds, does hereby grant, bargain, sell, convey, confirm, assign, transfer in trust and pledge to Trustee, and to its successors in trust, and to them and their assigns, forever, and grant a security interest in, the following: 1. The proceeds of the Bonds until distributed by Trustee in accordance with the provisions hereof; 2. All rights, title, interest and privileges of County in, to and under the Agreement, including, but not limited to , all installment payments, revenues and income derived by County thereunder (excepting amounts payable to County or rights of County under Sections 4. 3 (b) , 5 . 4, 8 . 2 and 9. 7 of the Agree- ment) , which installment payments, revenues and income are hereby expressly assigned to Trustee ; and 3. The rights, title and interests of County in and to the Deed of Trust, the Security Agreement and the Assignment of Rents and any other real or personal property or interests in real or personal property which may hereafter become subject to the lien or security interest of the Deed of Trust, the Secu- I rity Agreement or the Assignment of Rents, subject in the case of the Deed of Trust to the items shown as exceptions on Exhibit B to the Deed of Trust. 4. All moneys and investments from time to time held in any fund or account established with Trustee under this Inden- ture and any and all other property of every name and nature from time to time hereafter by delivery or by writing of any kind conveyed, mortgaged, pledged, assigned or transferred, as and for additional security hereunder, by County or by anyone on its behalf or with its written consent to the Trustee, which it is hereby authorized to receive at any and all times and to hold and apply the same subject to the terms hereof. TO HAVE AND TO HOLD all the same with all privileges and appurtenances hereby granted, conveyed and assigned, or agreed or intended so to be to Trustee and its successors in said trust and to its assigns forever; PROVIDED, HOWEVER, that if County, its successors or assigns, shall well and truly cause to be paid the principal of the Bonds and the interest due or to become due thereon and the Or premium thereon, if any, or provide fully for payment thereof as herein provided, at the times and in the manner mentioned in the Bonds and the Indenture according to the true intent and meaning thereof and hereof, and shall cause the payments into the funds established under Article V hereof, or shall provide , as permitted hereby, for the payment thereof by causing to be deposited with Trustee sums sufficient for payment of the entire amount due or to become due thereon as herein and there- in provided and County and Borrowers shall well and truly keep, perform and observe all the covenants and conditions pursuant to the terms of this Indenture to be kept, performed and ob- served by them, and shall cause to be paid to Trustee all sums of money due or to become due to it in accordance with the terms and provisions hereof, then, subject to the provisions of Section 8 . 08 hereof or 105 days thereafter, this Indenture and the rights hereby granted shall cease , terminate and be void ; otherwise, this Indenture shall be and remain in full force and effect. UNDER THE PROVISIONS OF County and Municipality Develop- ment Revenue Bond Act, Article 3, Title 29, C.R.S. 1973, as amended (the "Act" ) the Bonds issued pursuant hereto are spe- cial, limited obligations of County payable solely from the revenues pledged to their payment and do not constitute or give rise to a pecuniary liability of County or a charge against its general credit or taxing power and do not constitute the debt or indebtedness of County or a loan of credit thereof within the meaning of any provision or limitation of the Colorado constitution, statutes or County Home Rule Charter. Nothing in the Act, however, impairs the rights of the owner of any of the Bonds issued under this Indenture to enforce the covenants made for the security thereof as provided in this Indenture and in the Act, and by authority of the Act County and Trustee mutual- ly covenant and agree, for the equal and proportionate benefit of all owners of the Bonds, as follows: ARTICLE I DEFINITIONS Section 1. 01. Definitions. In addition to the words and terms defined elsewhere herein, for the purpose of this Inden- ture, unless the context otherwise requires, the following words and phrases shall have the following meanings: "Act" means County and Municipality Development Revenue Bond Act, Article 3, Title 29 , C.R. S. 1973, as amended. 0 - 11, - c) 1 -43 5 "Agreement" means the Loan Agreement, dated the date of this Indenture, between County and Borrowers , and any amend- ments or supplements thereto. "Assignment of Rents" means the Assignment of Rents, dated the date of this Indenture, from Borrowers to County and the Bank, and any amendments or supplements thereto, relating to tenant rents derived from the Project. "Bank" means Wells Fargo Bank, National Association, a national banking association, and its successors, or any other issuer of a substitute Letter of Credit, and its successors. "Board" means the Board of County Commissioners of County. "Bond" or "Bonds" means all Bonds issued by County pur- suant to this Indenture. "Bond Fund" means the fund created in Section 5. 02 hereof. "Bond Payment Date" means, as to payment of interest on the Bonds , September 15 and the 15th day of each month there- after so long as the Bonds are outstanding, and as to payment of principal of the Bonds, August 15 , 2012 or any other date set for redemption, including, but not limited to, mandatory sinking fund redemption. "Bond Ordinance" means the ordinance of County authoriz- ing, inter alia, execution and delivery on behalf of County of this Indenture and the issuance and sale of the Bonds. "Bond Purchase Agreement" means the Bond Purchase Agree- ment relating to the Bonds, dated the date of delivery of the Bonds, among County, Borrowers, the Bank and the Purchaser, including any amendments thereof or supplements thereto. "Bond Register" means the register maintained by Trustee pursuant to Section 2. 07 hereof. "Bondholder" or "Holder" means the holder of any Coupon Bond not registered as to principal (or registered to bearer) , the registered owner of any Coupon Bond registered as to prin- cipal (except to bearer) and the registered owner of any fully registered Bond. ng I II 6 "Borrowers" means (i) Harry Asmus, Sara Asmus, Margaret Ann Clemons, Norman Dean, Bonnie Dean, Tom Rapp, William L. West and Jerry D. Winters, d/b/a Tenth Street Investors pur- suant to a Co-Tenants Agreement, and their successors or as- signs, and (ii) any surviving, resulting or transferree co-ten- ancy, joint venture, partnership, corporation or any other entity or their successors or assigns as permitted by Section 2. 2 (b) of the Agreement. "Borrowers ' Representative" means the person or persons at the time designated to act on behalf of Borrowers by written certificate furnished to County, Trustee, the Bank and the Purchaser containing the specimen signature of such person or persons and signed by Borrowers. Such certificate may desig- nate an alternate or alternates. "Business Day" means any day of the week other than Satur- day, Sunday or a day which shall be in the State of Colorado, California or New York a legal holiday or a day on which Trustee is authorized or obligated by law or executive order to close . "Code" means the Internal Revenue Code of 1954, as amended . "Completion Date" means the date of completion of con- struction of the Project, as that date shall be certified as provided in Section 3. 4 of the Agreement. "Computation Date" means the date on which Trustee com- putes the amount of interest payable on the Bonds on a given Interest Payment Date . "Construction Fund" means the fund created in Section 5.06 hereof. "Cost of Construction" or "Cost of the Project" shall be deemed to include, but shall not be limited to: (a) obligations of Borrowers incurred for labor and materials (including obligations reimburseable to Bor- rowers) for Cost of Construction in connection with the acquisition (includes real and personal property) , con- struction, improving or equipping of the Project, includ- ing reimbursement to Borrowers for all advances and pay- ments made prior to or after delivery of the Bonds ; P?,,-„gip i. r,^- L 7 (b) the cost of performance or other bonds and any and all types of insurance that may be necessary or appro- priate to have in effect during the course of construction of the Project; (c) all costs of engineering and architectural services, including the costs of the Company for test borings, surveys, estimates , plans and specifications and preliminary investigations therefor, and for supervising construction, as well as for the performance of all other duties required by or consequent to the proper construc- tion of the Project; (d) all expenses incurred in connection with the issuance of the Bonds, including, without limitation, compensation and expenses of Trustee and its counsel, County and its counsel, bond counsel, compensation to any financial consultants or underwriters, legal fees and expenses, costs of printing and engraving and recording and filing fees ; (e) all costs which Borrowers shall be required to pay, under the terms of any contract or contracts, for the construction, installation or equipping of the Project; (f) any sums required to reimburse Borrowers for advances made for any of the above items or for any other costs incurred and for work done by Borrowers which are properly chargeable to the capital account of Borrowers for the Project. "County" means Weld County, Colorado, a county organized under the Home Rule Charter for Weld County, Colorado and under the constitution and laws of the State of Colorado and consti- tuting a political subdivision thereof. "County Representative" means the Chairman of the Board of County Commissioners or any other person from time to time designated to act on behalf of County by a written certificate of the Board of County Commissioners furnished to the Pur- chaser, Trustee, the Bank and Borrowers. "Coupon" or "Coupons" mean any of the Coupons issued under this Indenture evidencing installments of interest on the applicable Coupon Bond or Bonds . 1 a 8 "Date of Taxability" means the date , as specified in the determination, ruling, technical advice memorandum or decision referred to under the definition of Determination of Taxability herein, that the interest income on any of the Bonds does not qualify as exempt interest under Section 103 of the Code ("exempt interest" ) . "Deed of Trust" means the Deed of Trust, dated as of the date hereof, relating to the Project wherein Borrowers are trustor, Public Trustee for County is trustee, and the Bank and County are co-beneficiaries, and any amendments or supplements thereto . "Determination of Taxability" means a determination that the interest income on any of the Bonds does not qualify as exempt interest under Section 103 of the Internal Revenue Code of 1954, as amended ( "exempt interest") , which determination shall be deemed to have been made upon the occurrence of the first to occur of the following: (a) the date on which Borrowers determine that the interest income on any of the Bonds does not qualify as exempt interest; or (b) the date on which any change in law or regula- tion becomes effective or on which the Internal Revenue Service has issued any private ruling, technical advice memorandum or any other written communication with or to the effect that the interest income on any of the Bonds does not qualify as exempt interest; or (c) the date on which Borrowers shall receive notice from Trustee in writing that Trustee has been advised by any Holder of any Bond that the Internal Revenue Service has issued a thirty-day letter or other notice which asserts that the interest on such Bond does not qualify as exempt interest; or (d) the issuance of a statement by Borrowers to the effect that they have exceeded or intend to exceed the maximum amount of capital expenditures permitted under Section 103 (b) (6) (D) of the Code ; provided that no Determination of Taxability shall be deemed to have occurred (i) as a result of a determination by Borrowers pursuant to the preceding clause (a) unless supported by a written opinion of independent counsel acceptable to the 9 Trustee that the interest income on the Bonds does not consti- tute exempt interest solely or ( ii) by reason of the Holder thereof being a substantial user of the Project or a related person within the meaning of Section 103 (b) (10) of the Code . "Event of Default" means any occurrence or event specified in and defined by Section 8 .01 hereof. "Event of Taxability" means any event which causes inter- est income on any of the Bonds not to qualify as "exempt inter- est" under Section 103 of the Code . "Governmental Authority" means any nation of government, any state or other political subdivision thereof, and any entity exercising executive, legislative, judicial, regulatory or administratiave functions of or pertaining to government, and any corporation of other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing. "Governmental Obligations" means any of the following which are noncallable, except at the option of the holder thereof: (i) direct general obligations of, or obligations the payment of the principal of and interest on which are uncondi- tionally guaranteed by the United States of America; (ii) bonds, debentures or notes issued by any of the following federal agencies : Banks for Cooperatives , Federal Land Banks , or Federal National Mortgage Association (including participa- tion certificates and Federal Farm Credit Banks Consolidated Systemwide Bonds) ; or (iii) Public Housing Bonds , Temporary Notes , or Preliminary Loan Notes, fully secured by contracts with the United States of America. "Home Office Payment Agreement" means the agreement be- tween the registered owner of any Bond and Trustee substantial- ly in the form set forth in Section 3 .02 hereof. "Independent Counsel" means an attorney duly admitted to practice law before the highest court of any state and who is not a full-time employee of County or Borrowers . "Installment Payment" or "Installment Payments" means any or all payments to be made by Borrowers under Section 4. 2 of the Agreement. "Interest Payment Date" means the date on which interest is due on any of the Bonds. R ris 10 "Letter of Credit" shall mean that certain Irrevocable Letter of Credit dated the date of issuance of the Bonds , issued by the Bank in favor of Trustee to secure payment of the Bonds, or any substitute letter of credit as permitted here- under. "Lien" means any mortgage , pledge , hypothecation, assign- ment, deposit arrangement, encumbrance, lien (statutory or other) , or preference , priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including, without limitation, any conditional sale of other title retention agreement, any financing lease having substan- tially the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commer- cial Code or comparable law of any jurisidiction) . "Loan Term" means the term of the Agreement as specified in Section 12. 1 thereof. "Net Proceeds" when used with respect to any insurance proceeds from policies required by Section 5. 5 of the Agreement or any condemnation award, means the amount remaining after deducting from the gross proceeds thereof all expenses (includ- ing attorneys ' fees) incurred in the collection of such pro- ceeds or award. "Opinion of Counsel" means a written opinion of an attor- ney or firm of attorneys acceptable to the Purchaser and Bor- rowers who (except as otherwise expressly provided herein or in the Agreement) may be either counsel for Borrowers or for the Purchaser. "Outstanding" or "Bonds Outstanding" means, all Bonds which have been executed and delivered by County under this Indenture, except, subject to the provisions of Section 8 . 08 hereof: (a) Bonds theretofore canceled by Trustee or de- livered to Trustee for cancellation, in each case 105 days thereafter; (b) Bonds, 105 days after cash funds for the payment or redemption of which shall have been theretofore depo- sited with Trustee (whether upon or prior to the maturity or redemption date of any such Bonds) , provided that, if such Bonds are to be redeemed prior to the maturity there- of, notice of such redemption shall have been given or arrangements satisfactory to Trustee shall have been made J 11 therefor, or waiver of such notice satisfactory in form to Trustee shall have been filed with Trustee ; and (c) Bonds in lieu of which others have been deliv- ered under Section 2. 05 hereof. "Permitted Investments" means the following, to the extent then permitted by law: (a) Bonds or other obligations of the United States of America; (b) Bonds or other obligations, the payment of the principal and interest of which is unconditionally guar- anteed by the United States of America; (c) Obligations issued or guaranteed as to principal and interest by any agency or person controlled or super- vised by and acting as an instrumentality of the United States of America pursuant to authority granted by the Congress of the United States of America; (d) Obligations issued or guaranteed by any state of the United States of America or any political subdivision of any such state rated "A" or better by Moody ' s Investors Service , Inc. ("Moody' s") or Standard and Poors Corpora- tion ("S&P") ; (e) Prime commercial paper bearing the highest rating for such type of paper by Moody ' s or S&P; (f) Prime finance company paper paper bearing the highest rating for such type of paper by Moody's or S&P; (g) Bankers acceptances drawn on and accepted by commercial banks having a combined capital, surplus, undivided profits and reserves aggregating at least $100, 000, 000 ; (h) Repurchase agreements fully secured by obliga- tions issued or guaranteed as to principal and interest by the United States of America or by any person controlled or supervised by and acting as an instrumentality of the United States of America pursuant to authority granted by the Congress of the United States of America; 12 (i) Certificates of deposit issued by commercial banks having a combined capital, surplus, undivided pro- fits and reserves aggregating at least $100 , 000 , 000 or which are fully collateralized by obligations described in (a) , (b) or (c) above . "Person" means a corporation, association, partnership, organization, business, joint venture, individual, government or political subdivision thereof or a governmental agency, including, without limitation, Borrowers . "Prime Rate" means the interest rate per annum that the Bank establishes from time to time by public announcement or by directive to its lending divisions as the basis for interest charged on business and commercial loans. "Project" means the acquisition of real property and the construction, equipping or otherwise improving thereon of a commercial office building of approximately 29, 500 square feet at the corner of Tenth Street and Eleventh Avenue in Greeley, Colorado by Borrowers and located on the land described more particularly in Exhibit A to this Indenture and the Agreement. "Purchaser" means Merrill Lynch, Pierce, Fenner & Smith Incorporated. "Registrar" or "Bond Registrar" means Trustee . "Reimbursement Agreement" means the Reimbursement Agree- ment, dated as of July 15, 1982, between Borrowers and the Bank, and any amendments or supplements thereto. "Security Agreement" means the Security Agreement, dated as of the date of this Indenture , between Borrowers, County and the Bank, and any amendments or supplements thereto, pertaining to certain equipment located on, in or about the Project. "State" means the State of Colorado. "Trustee" means Wells Fargo Bank, National Association, a national banking association, and its successors and any cor- poration resulting from or surviving any consolidation or merger to which it or its successors may be a party, and any successor trustee at the time serving as successor trustee hereunder. r 13 Section 1. 02. Reference to County, the Board and Officers . Any reference herein to County, to the Board, or to any officers thereof, shall include those succeeding to their functions, duties or responsibilities pursuant to or by operation of law or those who are lawfully performing their functions. Section 1. 03. Singular, Plural and References to the Indenture. Unless the context shall otherwise indicate, words importing the singular shall include the plural, and vice versa, and the terms "herein, " "hereof, " "hereto, " "hereunder" and similar terms, refer to this Indenture and not to particu- lar sections of this Indenture . ARTICLE II AUTHORIZATION, SALE AND REDEMPTION OF THE BONDS Section 2. 01. Authorization. To provide funds for the acquisition, construction, equipping and otherwise improving of the Project, the Board has authorized the issuance of a series of Bonds in the total aggregate principal amount of $2, 500 , 000 . The Bonds hereby authorized to be issued shall be dated July 15, 1982; shall be designated "Weld County, Colorado Indus- trial Development Revenue Bonds (Tenth Street Investors Proj- ect) Series 1982" ; shall be issued in fully registered form without Coupons, in denomination of $5,000 or any integral multiple thereof, or as Coupon Bonds, registrable as to princi- pal only, in the denomination of $5, 000 each; shall mature on August 15, 2012; and shall be payable as to interest commencing on September 15, 1982 and on the 15th day of each calendar month thereafter until the principal of the Bonds shall be paid, unless the Bonds have been redeemed pursuant to Section 2. 03 hereof. Payment of the principal of and interest on the Coupon Bonds shall be made only upon presentation and surrender of the Coupon Bonds or the Coupons representing such interest as the same respectively become due . The Bonds shall bear interest on any given day from the date of the Bonds until paid or discharged as herein provided at a rate equal to a rate per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) equal to sixty-eight percent (68%) of the Prime Rate in effect at 11: 59 p.m. (San Francisco, California time) on such day (provided, however, that the interest rate on the Bonds for any interest payment period shall never be less than seven percent (7%) per annum and shall never be greater than twenty-five percent (25%) per annum) ; and the Bonds shall be issued and sold as hereinafter directed. The Bonds and interest thereon shall be payable solely from the revenues, 0.: F 4 14 receipts and income to be derived by County or Trustee under the Agreement, the Letter of Credit, the Deed of Trust, the Security Agreement, the Assignment of Rents or from other sources as hereinafter provided. Trustee shall notify Borrowers by telephone , telecopy, telex or similar instantaneous means of communication, at or before 4 p.m. (Colorado time) not less than five Business Days preceding each Interest Payment Date of the amount of interest on the Bonds coming due on such Interest Payment Date , in order to enable Borrowers to remit the correct amount as an Install- ment Payment. Any such notice transmitted orally shall be confirmed in writing promptly thereafter by Trustee. For the purpose of computing the amount of interest due on each Interest Payment Date (other than the final Interest Payment Date which is the maturity date of the Bonds) , the computation date (a "Computation Date") shall be as of the date nine days prior to each Interest Payment Date, and the Prime Rate in effect as of a Computation Date shall be used for computing the amount of interest for the nine-day period prior to each Interest Payment Date . In the event of a change in the Prime Rate between a Computation Date and the immediately following Interest Payment Date, then the amount of interest, either more or less, in the event of an increase or decrease in the Prime Rate which would have been payable on the immediately following Interest Payment Date shall be added to or subtracted from interest due on the next succeeding Interest Payment Date. For the purpose of computing the amount of interest due 3n the final Interest Payment Date , the Prime Rate in effect on :he date nine days prior to the final Interest Payment Date 3hall be the applicable interest rate for such nine-day period. All Bonds and Coupons are co-equal and share ratably without preference, priority or distinction as to the source or method of payment and security therefor . Unless County shall otherwise direct, the fully registered Bonds shall be lettered "R" and shall be numbered consecutively from 1 upward, and the Coupon Bonds shall be consecutively numbered from 1 upward. Section 2. 02. Conditions for Delivery of the Bonds. Upon the execution and delivery hereof, County shall cause its appropriate officials to execute and deliver to Trustee , and Trustee shall authenticate, the Bonds and deliver them to or for the account of the Purchaser; provided, however, that prior lr 15 to delivery by Trustee of the Bonds there shall be delivered to Trustee the following: (a) A certified copy of an ordinance of the Board authorizing the execution and delivery on behalf of County of this Indenture, the Agreement, the Bonds and the Bond Purchase Agreement. (b) Executed original counterparts of this Inden- ture, the Agreement, the Deed of Trust, the Security Agreement, the Assignment of Rents, the Letter of Credit and the Bond Purchase Agreement. (c) A request and authorization by County to Trustee to authenticate and deliver the Bonds, describing such Bonds, designating the Purchaser or its nominee to whom such Bonds are to be delivered upon payment therefor and stating the amount to be paid therefor to Trustee for the account of County. (d) All other items required by the Bond Purchase Agreement and this Indenture to be filed with Trustee prior to the authentication and delivery of the Bonds. (e) Such other closing documents as County or Trustee may reasonably specify. Section 2. 03 . Prior Redemption. A. Extraordinary Optional Redemption. The Bonds are subject to redemption in whole but not in part, at any time without premium at one hundred percent (100%) of the principal amount thereof plus accrued interest to the redemption date upon the exercise by Borrowers of their option to prepay the amounts payable under the Agreement pursuant to the Agreement prior to the full payment of the Bonds if any of the following events shall have occurred: (a) The Project shall have been materially damaged or destroyed ( i) to such extent that it cannot be reason- ably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction; or (ii) to such extent that Borrowers are thereby prevented, in Borrowers ' judgment, from carrying on normal, economical operations at the Project for a period of six (6) months or more and Borrowers cease carrying on normal, economical operations ; or (iii) to such extent that the cost of restoration thereof would 16 exceed by $250 , 000 the Net Proceeds from the insurance required under the Agreement. (b) Title to, or the temporary use for a period of six (6) months or more of, all or substantially all of the Project, or such part thereof as shall materially inter- fere, in Borrowers ' judgment, with the operation of the Project for the purpose for which the Project is designed, shall have been taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under Governmental Authority (including such a taking or takings as results in Bor- rowers being thereby prevented from carrying on normal, economical operations at the Project for a period of six (6) months or more) . (c) Changes which Borrowers cannot reasonably con- trol or overcome in the economic availability of mate- rials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Proj- ect for the purpose contemplated by the Agreement shall have occurred, or technological or other changes shall have occurred which, in Borrowers ' judgment, render the continued operation of the Project uneconomic for such purposes and Borrowers in fact abandon the Project. (d) As a result of any changes in the Constitution of the State of Colorado or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree, judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by Borrowers in good faith, the Agreement shall have become void or unenforceable or impossible of perfor- mance in accordance with the intent and purposes of the parties as expressed in the Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on Borrowers in respect to the Project, including, without limitation, the imposition of federal, state or other ad valorem property, income or other taxes not being imposed on the date of the Agreement. In the case of any of the above events stated in this Section 2 . 03A, Borrowers, if they exercise their right to request redemption of the Bonds, must do so within 30 days after such event. Any Net Proceeds of insurance recoveries or condemna- tion awards held or thereafter received by Trustee to be used for redemption of the Bonds shall be placed in the Bond Fund 17 ch redemption. Upon receiving actual notice of the ence of any one or more of the events specified in sub- aphs (a) , (b) , (c) or (d) above, Trustee shall commence tion of the Bonds upon receipt of: (i) a certificate of Borrowers that Borrowers are prepared to pay the Bondholders sums sufficient to redeem the Bonds ; and (ii) a certificate executed by Borrowers ' Repre- sentative finding that any one or more of the events specified in subparagraphs (a) , (b) , (c) and (d) above have occurred, that the Bonds should be called for redemption and specifying the redemption date , which shall be a date not less than 45 nor more than 90 days after the date of such certificate . s. Extraordinary Mandatory Redemption. The Bonds are .t to mandatory redemption upon a Determination of Tax- :y. Trustee shall immediately call the Bonds for redemp- +ithin 60 days, and the Bonds shall be redeemed at a )tion price equal to 103% of the principal amount of the plus accrued interest to the date fixed for redemption. 0vtional Redemption. The Bonds are subject to re- .on prior to their stated maturity, as a whole on any date after August 15, 1983, or in part by lot as selected by le, on any interest payment date on or after August 15, )rovided, however, that any partial redemption shall on serest payment date shall be in the amount of $50, 000 or :egral multiple thereof. In all cases, such redemption )e at the redemption prices (expressed as percentages of _ncipal amount) set forth below plus interest accrued i to the date fixed for redemption: Redemption Dates Redemption (both dates inclusive) Price August 15, 1983 to August 14, 1984 103 . 00% \ugust 15, 1984 to August 14, 1985 102. 50% \ugust 15, 1985 to August 14, 1986 102. 00% august 15, 1986 to August 14, 1987 101. 50% 4ugust 15, 1987 to August 14, 1988 101. 00% Sugust 15 , 1988 to August 14, 1989 100 . 50% .ugust 15, 1989 and thereafter 100. 00% 18 D. Mandatory Redemption at the Option of the Bond- holder . Any Bond registered in the name of Hagerman & Co. , as nominee for the trustee of the Municipal Investment Trust Fund, Twelfth Floating Rate Series , or its successor trustee, shall be redeemed prior to maturity on August 15, 1992, at a redemp- tion price equal to 100% of the principal amount of the Bond so redeemed plus accrued interest to the date fixed for redemp- tion; and any Bond held by any other person shall be redeemed upon the exercise by any Bondholder of the option to have his or her Bond so redeemed pursuant to the following paragraph. In order to exercise such option, the Bondholder (other than Hagerman & Co. or its successor as described above) shall give Trustee notice of the exercise of such option not later than June 1, 1992 . Such notice shall be given by registered or certified mail. Trustee shall thereafter give written notice of such requested redemption to County and Borrowers, and the Bonds so requested to be redeemed shall be subject to redemption on August 15 , 1992 without further action or notice and without regard to the provisions of Section 2. 10 hereof. Any requested redemption pursuant to this Section shall survive the transfer or exchange of any Bond after the requested redemption. E. Mandatory Sinking Fund Redemption. As and for a sinking fund for the redemption of the Bonds, County shall deposit in the Bond Fund from revenues pledged to the payment of the Bonds, on or before August 15, 1983, and on or before each August 15 thereafter to and including August 15 , 2011, a sum which, together with other moneys available therefor in the Bond Fund, is sufficient to redeem the following principal amount of Bonds on the following dates, and Bonds shall be redeemed on such dates and in such amounts at a redemption price equal to the principal amount thereof plus accrued inter- est to the date of redemption: C,,,,-;43 "- IP 19 Date Principal Date Principal (August 15) Amount (August 15) Amount 1983 $ 25, 000 1998 $100, 000 1984 25, 000 1999 100, 000 1985 30, 000 2000 100, 000 1986 35, 000 2001 100, 000 1987 40, 000 2002 100, 000 1988 50, 000 2003 100 , 000 1989 60, 000 2004 100, 000 1990 70, 000 2005 100, 000 1991 80, 000 2006 100, 000 1992 90, 000 2007 100, 000 1993 100, 000 2008 100, 000 1994 100, 000 2009 100, 000 1995 100, 000 2010 100, 000 1996 100, 000 2011 100, 000 1997 100, 000 On or before the thirtieth (30th) day prior to each such sinking fund payment date, Trustee shall proceed to call, by lot from all then outstanding Bonds, the amount of Bonds re- quired to be redeemed as set forth above. At the option of Borrowers, to be exercised on or before the forty-fifth (45th) day next preceding any such sinking fund redemption date, County, at the direction of Borrowers, may (a) deliver to Trustee for cancellation Bonds in any aggregate principal amount or (b) receive a credit in respect of its sinking fund redemption obligation for any Bonds, which prior to said date have been redeemed (otherwise than through the operation of the sinking fund) and canceled by Trustee and not theretofore applied as a credit against any sinking fund redemption obliga- tion. Each Bond so delivered or previously redeemed shall be credited by Trustee at the principal amount thereof against the obligation of County on the respective sinking fund redemption date and the principal amount of Bonds to be redeemed by opera- tion of such sinking fund on such date shall be accordingly reduced. County, at the direction of Borrowers, will on or before the forty-fifth (45th) day next preceding each sinking fund redemption date furnish Trustee with its certificate if the provisions of (a) and (b) of the preceding paragraph are to be availed of with respect to such sinking fund payment, which certificate shall indicate the extent to which such provisions will be applied. 20 In case a Bond is of a denomination larger than $5, 000, a portion of such Bond ($5, 000 or any integral multiple thereof) may be redeemed, but the Bonds shall be redeemed pursuant to this Section only in the principal amount of $5, 000 or any integral multiple thereof except as otherwise provided herein. If Bonds are to be redeemed in part, each $5, 000 of any Bond shall be treated as a separate Bond for purposes of redemption by lot. F. Mandatory Redemption Upon Bankruptcy of the Bank . The Bonds shall be redeemed in whole at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption as soon as practic- able but not later than the 210th day after the occurrence of an Act of Bankruptcy (as defined in the Letter of Credit) of the Bank, if within 180 days of the occurrence of an Act of Bankruptcy of the Bank a Substitute Letter of Credit (as here- inafter defined) has not been issued to Trustee as hereinafter provided. If an Act of Bankruptcy of the Bank shall have occurred, another letter of credit (the "Substitute Letter of Credit") substantially identical in form and substance to the Letter of Credit originally issued and, together with any letter of credit or reimbursement agreement relating thereto (which agreement shall be substantially similar in form and substance to the Reimbursement Agreement) , reasonably accept- able to Trustee may be substituted for the Letter of Credit originally issued if, contemporaneously with such issuance , Trustee shall receive an Opinion of Counsel in form and sub- stance satisfactory to Trustee (and substantially similar in content with respect to the Substitute Letter of Credit as those opinions originally rendered with respect to the Letter of Credit originally issued) to the effect that the Substitute Letter of Credit is the valid, binding and enforceable obliga- tion of the bank issuing it and that payments on the Bonds out of the proceeds of a drawing on the Substitute Letter of Credit will not constitute voidable preferences under the Federal Bankruptcy Code or other applicable laws and regulations. The Bank issuing the Substitute Letter of Credit shall agree in writing to send annual audited financial statements to each Holder of any of the Bonds. The Substitute Letter of Credit shall be issued by a bank whose debt obligations (or the debt obligations of its holding company parent) , as of a date no more than 45 days prior to the issuance of the Substitute Letter of Credit, shall have been rated in either of the two highest rating categories by either Standard & Poor ' s Corpora- tion or Moody' s Investors Services, Inc. or any successor of such corporation (currently "AA" and "Aa, " respectively) . 4 3 21 G. Mandatory Redemption Upon County Referendum. The Bonds shall be redeemed in whole at a redemption price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption if a referendum petition with respect to the Bond Ordinance shall be filed pursuant to Sec- tion 15-4 of County' s Home Rule Charter on or prior to Septem- oer 10, 1982. In such event, the Bonds shall be redeemed on the date such petition is filed and without regard to the notice provisions of Section 2. 10 hereof. Section 2.04. Medium and Place of Payment. The principal of, premium, if any, and interest on the Bonds shall be payable in any coin or currency which, on the respective dates of payment of the principal, premium and interest, is legal tender for the payment of debts due the United States of America. Interest on the Bonds shall be payable, at the option of the Holders, upon written instruction to Trustee, by check, draft or wire transfer of Federal funds. Principal shall be payable when due, either at maturity or upon redemption pursuant to Section 2. 03 hereof, upon surrender of the Bonds to be paid at the principal office of Trustee, provided that redemption of any portion of the principal of the Bonds may be made pursuant to a Home Office Payment Agreement. The Holder of any Bond may enter into a Home Office Pay- ment Agreement between such Holder and Trustee if such agree- ment provides that such Holder shall covenant and agree to make appropriate endorsements on such Bond reflecting redemption of ortions of the principal of such Bond, and that payment of nterest on the amount of principal so redeemed shall cease to ccrue after such redemption date, prior to any transfer of uch Bond. Such Home Office Payment Agreement may also contain }revisions for redemption payments by wire transfer as. provided .n Section 2. 12. Notwithstanding the above, payment of the entire remaining unpaid amount of principal of each Bond shall be made only upon surrender thereof at the principal office of Trustee . Section 2. 05. Mutilated, Destroyed, Lost and Stolen Bonds. In case any Bond shall become mutilated, destroyed, lost or stolen, County shall cause to be executed, and Trustee shall authenticate and deliver, a new Bond of like date and tenor in exchange and substitution for any such Bond so muti- lated, destroyed, lost or stolen which new Bond shall have attached thereto Coupons corresponding in all respects to those , if any, on the Bond mutilated, destroyed, lost or sto- len; provided, however, that. the Bond so mutilated shall be 22 cancelled, and, in the case of a Bond which is lost, stolen or destroyed, County and Trustee shall be furnished with an indem- nity bond deemed sufficient and satisfactory by them. Section 2.06. Execution of Bonds . All Bonds shall be executed for and on behalf of County by the Chairman or Vice Chairman of the Board and attested by County Clerk or a Deputy clerk, and the seal of County shall be imprinted or impressed thereon. Such signatures may be either manually, mechanically or photographically reproduced on the Bonds, subject to the laws of the State. Section 2.07. Registration, Transfer and Exchange of Bonds. Title to any Coupon Bond, unless such Bond is regis- tered as to principal other than to bearer in the manner here- inafter provided, and to any interest Coupon shall pass by delivery. County shall cause books for the registration and for the transfer of the Bonds to be kept by Trustee (the Bond Register) , and Trustee is hereby constituted and appointed the Bond Registrar of Issuer with respect to the Bonds. At the option of the bearer, any Coupon Bond may be registered as to principal alone on such books upon presentation thereof to Trustee, which shall make notation of such registration there- on. Any Coupon Bond registered as to principal alone may thereafter be transferred only upon an assignment duly executed by the registered owner or his attorney duly authorized in writing in such form as shall be satisfactory to Trustee, such transfer to be made on such books and endorsed on such Bond by Trustee. Such transfer may be to bearer and thereby transfer- ability by delivery shall be restored, subject, however, to successive registrations and transfers as before. The princi- pal of any Bond registered as to principal alone , unless regis- tered to bearer, shall be payable only to or upon the order of the registered owner or his legal representative , but the Coupons appertaining to any Coupon Bond registered as to prin- cipal alone shall remain payable to bearer notwithstanding such registration. Upon surrender for transfer of any fully regis- tered Bond without Coupons at the principal corporate trust office of Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing, County shall execute and Trustee shall authenticate and deliver in the name of the transferee or transferees a new fully registered Bond or Bonds without Coupons for a like aggregate principal amount. 23 Fully registered Bonds without Coupons may be exchanged at the principal corporate trust office of Trustee for a like aggregate principal amount of Coupon Bonds, or for a like aggregate principal amount of fully registered Bonds without Coupons of other authorized denominations, and Coupon Bonds may be exchanged at the principal corporate trust office of Trustee for a like aggregate principal amount of fully registered Bonds without Coupons of authorized denominations. All Coupon Bonds surrendered for exchange and delivered in exchange shall have attached thereto all unmatured Coupons appertaining thereto (together with any matured Coupons in Default appertaining thereto) , and Trustee shall hold such unmatured Coupon Bonds in safekeeping. County shall execute and Trustee shall authenti- cate and deliver Bonds which the Bondholder making the exchange is entitled to receive, bearing numbers not contemporaneously then outstanding. The execution by County of any fully regis- tered Bond without Coupons of any denomination shall constitute full and due authorization of such denomination, and Trustee shall thereby be authorized to authenticate and deliver such registered Bond. Trustee shall not be required to transfer or exchange any fully registered Bond or Coupon Bond registered as to principal ' alone during the period of five (5) Business Days next preced- ing any Interest Payment Date of such Bond nor to transfer or exchange any Bond after the first publication or the mailing of notice calling such Bond or portion thereof for redemption has been given as herein provided, nor during the period of five (5) Business Days next preceding the giving of such notice of redemption. As to any Coupon Bond registered as to principal alone (other than to bearer) or as to any fully registered Bond, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes , and payment of or on account of the principal of any such Coupon Bond registered as to principal alone or payment of either principal or interest on any fully registered Bond without Coupons shall be made only to or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. County and Trustee may deem and treat the bearer of any Coupon Bond which shall not at the time be regis- tered as to principal (or which shall be registered to bearer) , and the bearer of any Coupon appertaining to any Coupon Bond, whether such Bond shall be registered as to principal or not, 24 as the absolute owner of such Bond or Coupon, as the case may be , whether such Bond or Coupon shall be overdue or not, for the purpose of receiving payment thereof and for all other purposes whatsoever, and neither County nor Trustee shall be affected by any notice to the contrary. All Bonds delivered for transfer or exchange shall be dated by Trustee as of the last Interest Payment Date to which interest has been paid or made available for payment. Upon surrender for transfer of any Bond, Trustee shall cause the transfer of such Bond to be noted in the Bond Register and shall inscribe on the certificate on the reverse side of the Bond the name of the designated trans- feree or transferrees. In each case, Trustee shall require the payment by the Bondholder requesting exchange or transfer only of any tax or other governmental charge required to be paid with respect to such exchange or transfer. Section 2. 08. Authentication. No Bond shall be valid or obligatory for any purpose or entitled to any benefit under this Indenture unless and until a certificate of authentication of such Bond, substantially in the form set forth in Article III hereof, shall have been duly executed by an authorized representative of Trustee . Certificates of authentication on different Bonds need not be signed by the same representative . The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Indenture. Section 2. 09. Other Unrelated Bond Issues . Prior to the issuance of the Bonds, County has issued bonds in connection with the financing of other projects and in the future may issue bonds in connection with the financing of other projects (said bonds together with any bonds issued by County between the date of this Indenture and the issuance of the Bonds shall be referred to herein as the "Other Bonds") . Other Bonds shall be protected and all funds pledged or assigned for the payment of the Other Bonds will not be used for payment of principal, premium, if any, or interest on the Bonds. Additionally, any pledge , mortgage or assignment made in connection with the Bonds shall be protected and all funds pledged or assigned for the payment of the Bonds shall not be used for the payment of principal, premium or interest on the Other Bonds. Section 2. 10. Notice of Redemption. Notice of redemption of any Bonds shall be given by Trustee by publication once in a newspaper or financial journal of general circulation in New CA. ^:.mow] 44 25 York, New York on a date not less than thirty nor more than sixty days prior to the redemption date, and by first class mail, postage prepaid, mailed not less than thirty nor more than sixty days prior to the redemption date , to each regis- tered owner of the Bonds to be redeemed, at his or her last address appearing on the Bond Register ; provided, however, that if all Bonds are at the time fully registered or registered as to principal, no such notice by publication shall be required. No defect in or failure to give such mailed notice of redemp- tion shall affect the validity of the proceedings for the redemption of any Bond not affected by such defect or failure . All notices of redemption shall state the redemption date and redemption price, the place at which the Bonds are to be sur- rendered for payment, which shall be the office of Trustee, and that on the redemption date the redemption price will become due and payable on each such Bond and interest thereon shall cease to accrue on and after such time . If less than all Outstanding Bonds are to be redeemed, the Bonds to be redeemed shall be identified by reference to the serial numbers borne by such Bonds . If because of the temporary or permanent suspen- sion of the publication or general circulation of any newspaper or financial journal or for any other reason it is impossible or impracticable to publish such notice of call for redemption in the manner herein provided, then such publication in lieu thereof as shall be determined by Trustee shall constitute a sufficient publication of notice . Section 2 .11. Effect of Redemption. Notice of redemption having been given in accordance with Section 2. 10 hereof, any Bond so to be redeemed shall be due and payable on the redemp- tion date and at the redemption price specified in the notice of redemption and (assuming there is on deposit with the Trustee funds sufficient to effect such redemption) on and after such date such Bond shall cease to bear interest. Upon surrender of any such Bond so called for redemption, subject to Sections 2. 04 and 2. 12 hereof, such Bond shall be paid at the redemption price specified in the notice of redemption . Inter- est due on or prior to any redemption date shall continue to be payable to the Holder of any Bond, according to its terms and in the manner provided for in Sections 2. 01 and 2. 04 hereof . If any Bond called for redemption shall not be paid upon sur- render thereof or pursuant to a Home Office Payment Agreement for redemption, the Bond shall continue to bear interest until paid at the rate specified in the Bond. Section 2. 12. Direct Payment. Notwithstanding any of the provisions of the Bonds or any other provision of this Inden- ture, in the case of any Bond registered in the name of, or OP 26 held by, the Purchaser or its nominee, or any subsequent Holder of ten percent (10%) or more of the unpaid principal amount of outstanding Bonds who has given written notice to Trustee requesting that the provisions of this Section apply to such holder, Trustee shall pay the principal (provided a Home Office Payment Agreement is in force for making endorsements on the table of prepayments set forth on the Bonds) of the Bonds, except upon the final maturity thereof and premium, if any, and interest thereon, without any presentment thereof, directly to such Purchaser or to such subsequent holder at such address as such Purchaser or such subsequent holder may from time to time designate in writing to Trustee in accordance with the provi- sions of the Home Office Payment Agreement. Section 2.13 . Notice of Reduction of Stated Amount of Letter of Credit. One hundred five days following each payment of principal on the Bonds, and provided there has been no Act of Bankruptcy (as defined in the Letter of Credit) within said 105-day period, Trustee shall notify the Bank of the amount of the reduction of the Stated Amount (as defined in the Letter of Credit) . The amount of the reduction shall be determined in accordance with the criteria set forth in the form of certificate attached as Exhibit 1 to the Letter of Credit. ARTICLE III FORMS OF BONDS AND HOME OFFICE PAYMENT AGREEMENT Section 3 . 01. Bond Forms. The Bonds shall be printed or typewritten in substantially the form set forth below, allowing those executing the Bonds to make insertions and deletions necessary to conform the Bonds to this Indenture and the Bond Purchase Agreement: t I 27 (Form of Fully Registered Bond) UNITED STATES OF AMERICA WELD COUNTY, COLORADO INDUSTRIAL DEVELOPMENT REVENUE BOND (TENTH STREET INVESTORS PROJECT) SERIES 1982 No. R- $ [1] KNOW ALL PERSONS BY THESE PRESENTS that Weld County, Colorado ("County") , a county organized under the Home Rule Charter for Weld County, Colorado and the constitution and laws of the State of Colorado and constituting a political subdivi- sion thereof, for value received, promises to pay to or registered assigns, but solely from the source and in the manner hereinafter provided, and upon presentation and surren- der hereof at the principal corporate trust office of the Trustee named below, the principal sum of DOLLARS on the fifteenth day of August 2012, and in like manner to pay interest on said sum to the registered holder hereof from the date hereof, at a rate equal to a rate per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) equal to sixty-eight percent (68%) of the interest rate per annum that Wells Fargo Bank, National Association, a national banking association (or in certain instances its successors as provided in the hereinafter defined Indenture) , establishes from time to time by public announcement or by directive to its lending divisions as the basis for interest charged on business and commercial loans (the "Prime Rate") in effect at 11: 59 p.m. (San Francisco , California time) on such day, such interest rate being adjusted daily with changes in the Prime Rate (pro- vided, however, that the interest rate on this bond for any interest payment period shall never be less than seven percent (7%) per annum and shall never be greater than twenty-five percent (25%) per annum) until said principal sum is paid. Principal of, premium, if any, and interest on this bond are payable in lawful money of the United States of America. Interest is payable on the fifteenth day of each calendar month to the registered holder hereof by check, draft or wire trans- fer of Federal funds mailed or transferred to the registered holder at his address as it appears on the Bond Register main- 28 tained by Wells Fargo Bank, National Association, as trustee, at its principal corporate trust office in San Francisco, California ("Trustee" ) , or its successor in trust. [2] For the purpose of computing the amount of interest due on each interest payment date (other than the final inter- est payment date which is the maturity date of this bond) , the computation date (a "Computation Date") shall be as of the date nine days prior to each interest payment date, and the Prime Rate in effect as of a Computation Date shall be used for computing the amount of interest for the nine day period prior to each interest payment date. In the event of a change in the Prime Rate between a Computation Date and the immediately following interest payment date, then an adjustment shall be made in computing the interest payable on the next succeeding interest payment date to reflect such change in the Prime Rate . For the purpose of computing the amount of interest due on the final interest payment date, the Prime Rate in effect on the date nine days prior to the final interest payment date shall be the applicable interest rate for such nine day period. [3] This bond is one of a series of bonds issued by County and designated "Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Bonds") , all issued under and equally and ratably secured and entitled to the protection given by an Indenture of Trust, dated as of July 15, 1982 (the "Indenture" ) between County and Trustee (which term includes any successor trustee under the Indenture) , to which Indenture, copies of which are on file in the office of Trustee, including all indentures supplemental thereto and amendatory thereof, reference is hereby made for a statement of the nature and extent of the security, the rights of County, Trustee and the Bondholders, and the terms upon which the Bonds are issued and secured. The Bonds are issued by County for the purpose of financing the acquisition of real property and the construction, equipping and otherwise improving thereon of a commercial office building of approximately 29, 500 square feet at the corner of Tenth Street and Eleventh Avenue in Greeley, Colorado (the "Project" ) by Harry Asmus, Sara Asmus, Margaret Ann Clemons, Norman Dean, Bonnie Dean, Tom Rapp, William L. West and Jerry D. Winters ("Borrowers" ) , d/b/a Tenth Street Investors pursuant to a Co-Tenants Agreement, and the proceeds of the Bonds are made available to Borrowers for that purpose pursuant to the provisions of a Loan Agreement dated as of July 15 , 1982 (the "Agreement") , between County and Borrowers, and paying necessary expenses incidental thereto, thereby assisting activities in the public interest and for the public welfare of the residents of County. 1 1 ,. 29 [4] The Bonds are subject to redemption in whole but not in part, at any time as provided in the Indenture, without premium at one hundred percent (100%) of their principal amount plus accrued interest to the redemption date upon the exercise by Borrowers of their option to prepay the amounts payable under the Agreement pursuant to the Agreement prior to the full payment of the Bonds if any of the following events shall have occurred: (a) The Project shall have been materially damaged or destroyed (i) to such extent that it cannot be reason- ably restored within a period of six (6) months to the condition thereof immediately preceding such damage or destruction; or (ii) to such extent that Borrowers are thereby prevented, in Borrowers ' judgment, from carrying on normal, economical operations at the Project for a period of six (6) months or more and Borrowers cease carrying on normal, economical operations; or (iii) to such extent that the cost of restoration thereof would exceed by $250,000 the Net Proceeds (as defined in the Indenture) from the insurance required under the Agreement. (b) Title to, or the temporary use for a period of six (6) months or more of all or substantially all of the Project, or such part thereof as shall materially inter- fere, in Borrowers' judgment, with the operation of the Project for the purpose for which the Project is designed, shall have been taken under the exercise of the power of eminent domain by any governmental body or by any person, firm or corporation acting under Governmental Authority as defined in the Indenture ( including such a taking or takings as results in Borrowers being thereby prevented from carrying on normal, economical operations at the Project for a period of six (6) months or more) . (c) Changes which Borrowers cannot reasonably con- trol or overcome in the economic availability of mate- rials, supplies, labor, equipment and other properties and things necessary for the efficient operation of the Proj- ect for the purpose contemplated by the Agreement shall have occurred which, in Borrowers ' judgment, render the continued operation of the Project uneconomic for such purposes and Borrowers in fact abandon the Project. (d) As a result of any changes in the Constitution of the State of Colorado or the Constitution of the United States of America or of legislative or administrative action (whether state or federal) or by final decree , 30 judgment or order of any court or administrative body (whether state or federal) entered after the contest thereof by Borrowers in good faith, the Agreement shall have become void or unenforceable or impossible of perfor- mance in accordance with the intent and purposes of the parties as expressed in the Agreement, or unreasonable burdens or excessive liabilities shall have been imposed on Borrowers in respect to the Project, including, without limitation, the imposition of federal, state or other ad valorem property, income or other taxes not being imposed on the date of the Agreement. [5] The Bonds are subject to mandatory redemption upon a Determination of Taxability (as defined in the Indenture) . Trustee shall immediately call the Bonds for redemption within 60 days, and the Bonds shall be redeemed at a redemption price equal to 103% of the principal amount of the Bonds plus accrued interest to the date fixed for redemption. [61 The Bonds are also subject to redemption prior to their stated maturity, as a whole on any date on or after August 15, 1983 , or in part by lot as selected by Trustee, on any interest payment date on or after August 15, 1983 . In all cases , such redemption shall be at the redemption prices (expressed as percentages of the principal amount) set forth below plus interest accrued thereon to the date fixed for redemption: Redemption Dates Redemption (both dates inclusive) Price August 15 , 1983 to August 14 , 1984 103 . 00% August 15, 1984 to August 14, 1985 102 . 50% August 15, 1985 to August 14, 1986 102.00% August 15, 1986 to August 14, 1987 101. 50% August 15, 1987 to August 14, 1988 101. 00% August 15, 1988 to August 14, 1989 100. 50% August 15, 1989 and thereafter 100 . 00% [71 Any Bond registered in the name of Hagerman & Co. as nominee for the trustee of the Municipal Investment Trust Fund, Twelfth Floating Rate Series, or its successor trustee, shall be redeemed prior to maturity on August 15 , 1992, at a redemption price equal to 100% of the principal amount of the Bond so redeemed plus accrued interest to the date fixed for redemption; and any Bond held by any other person shall be redeemed upon the exercise by any Bondholder of the option to have his or her Bond so redeemed. In order to exercise such ETfj. 4 4 31 option, the Bondholder (other than Hagerman & Co. or its successor as described above) shall give Trustee notice of the exercise of such option not later than June 1, 1992 . Such notice shall be given by the registered or certified mail. Trustee shall thereafter give written notice of such requested redemption to County and Borrowers, and the Bonds so requested to be redeemed shall be subject to redemption on August 15, 1992 without further action or notice. Any such requested redemption shall survive the transfer or exchange of any Bonds, including this bond, after the requested redemption. [8) The Bonds are also subject to mandatory sinking fund redemption, and shall be redeemed by lot at a redemption price equal to the principal amount thereof plus accrued interest to the date of redemption, on the following dates and in the following principal amounts : Date Principal Date Principal (August 15) Amount (August 15) Amount 1983 $ 25, 000 1998 $100, 000 1984 25, 000 1999 100, 000 1985 30, 000 2000 100 , 000 1986 35, 000 2001 100, 000 1987 40, 000 2002 100 , 000 1988 50, 000 2003 100, 000 1989 60, 000 2004 100, 000 1990 70, 000 2005 100, 000 1991 80,000 2006 100 , 000 1992 90, 000 2007 100, 000 1993 100, 000 2008 100, 000 1994 100, 000 2009 100, 000 1995 100, 000 2010 100 , 000 1996 100,000 2011 100, 000 1997 100, 000 At the option of Borrowers, to be exercised on or before the forty-fifth (45th) day next preceding any such sinking fund redemption date, County, at the direction of Borrowers, may (a) deliver to Trustee for cancellation Bonds in any aggregate principal amount or (b) receive a credit in respect of its sinking fund redemption obligation for any Bonds which prior to said date have been redeemed (otherwise than through the opera- tion of the sinking fund) and canceled by Trustee and not theretofore applied as a credit against any sinking fund re- demption obligation. Each Bond so delivered or previously redeemed shall be credited by Trustee at the principal amount �,, 0 :fr 32 thereof against the obligation of County on the respective sinking fund redemption date and the principal amount of Bonds to be redeemed by operation of such sinking fund on such date shall be accordingly reduced. [9] The Bonds shall also be redeemed in whole at a re- demption price equal to 100% of the principal amount thereof plus accrued interest to the date fixed for redemption as soon as practicable but not later than the 210th day after the occurrence of an Act of Bankruptcy (as defined in the Letter of Credit) of the Bank as hereinafter defined, if, within 180 days of the occurrence of an Act of Bankruptcy of the Bank, a Sub- stitute Letter of Credit (as defined in the Indenture) has not been issued to Trustee as provided in the Indenture . [ 10] The Bonds shall be redeemed in whole at a redemption price equal to 100% of the principal amount thereof plus ac- crued interest to the date fixed for redemption if a referendum petition with respect to the ordinance under which the Bonds are issued shall be filed pursuant to Section 15-4 of County ' s Home Rule Charter on or prior to September 10 , 1982. In such event, the Bonds shall be redeemed on the date such petition is filed and without regard to the notice provisions of the Inden- ture . [11] In case a Bond is of a denomination larger than $5, 000, a portion of such Bond ($5, 000 or any integral multiple thereof) may be redeemed, but the Bonds shall be redeemed only in the principal amount of $5, 000 or any integral multiple thereof, all as provided in the Indenture. [12] This bond and the series of which it forms a part are issued pursuant to and in full compliance with the constitution and laws of the State of Colorado, including County and Munici- pality Development Revenue Bond Act, Article 3, Title 29, C.R.S. 1973, as amended, and pursuant to an ordinance adopted and approved by the Board of County Commissioners of County, which ordinance authorizes, among other things, the execution and delivery of the Agreement, the Indenture and the Bonds. The Bonds are special, limited obligations of County payable solely from revenues derived from the Agreement and from moneys held by Trustee under the Indenture, and pursuant to the Agree- ment Borrowers have agreed to make Installment Payments (as defined in the Agreement) , at least sufficient to pay the principal of, premium, if any, and interest on the Bonds as the same become due and payable . Installment Payments sufficient for said purpose are to be paid to Trustee for the account of County and credited to a Bond Fund as a special trust fund Stn; _ 3 L Sr 33 account created pursuant to the Indenture for payment of the Bonds and have been pledged for that purpose . The Bonds are further secured by (i) an Irrevocable Letter of Credit dated the date of issuance of the Bonds , issued by Wells Fargo Bank, National Association, a national banking association in favor of Trustee in an aggregate amount not exceeding $2,809 , 375 of which $2, 500, 000 shall be in respect of the principal amount of the Bonds, $75, 000 shall be with respect to any premium payable on the Bonds in case of redemption upon a Determination of Taxability and $234, 375 shall be in respect of up to 135 days of accrued interest on the Bonds, and dated the date of the issuance of the Bonds, (ii) a Deed of Trust covering the Proj- ect realty and all improvements thereon which constitute a part of the Project, (iii) a security interest in personal property forming a part of the Project and owned by Borrowers, and (iv) an assignment of tenant rents with respect to the Project. [13] AS MORE FULLY PROVIDED IN THE INDENTURE, THE BONDS DO NOT CONSTITUTE THE DEBT OR INDEBTEDNESS OF COUNTY OR ANY POLIT- ICAL SUBDIVISION OF THE STATE OF COLORADO WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE STATE CONSTITUTION, STATUTES OR HOME RULE CHARTER OF WELD COUNTY, AND SHALL NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF COUNTY OR ANY POLITI- CAL SUBDIVISION OF THE STATE OF COLORADO OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS. NEITHER WELD COUNTY, THE STATE OF COLORADO NOR ANY POLITICAL SUBDIVISION THEREOF SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR FOR THE PER- FORMANCE OF ANY PLEDGE, MORTGAGE, OBLIGATION OR AGREEMENT UNDERTAKEN BY COUNTY, NOR SHALL ANY OF COUNTY'S AGREEMENTS OR OBLIGATIONS BE CONSTRUED TO CONSTITUTE AN INDEBTEDNESS OF THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHAT- SOEVER OF THE STATE OF COLORADO. [14] The holder of this bond shall have no right to en- force the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default or event of default under the Indenture , or to institute, appear in or defend any suit or other proceed- ings with respect thereto, except as provided in the Inden- ture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all Bonds issued thereunder and then outstanding may become or may be declared due and payable before the stated maturity thereof , together with interest accrued thereon. Modifications 34 or alterations of the Indenture, or of any indenture supplemen- tal thereto , may be made only to the extent and in the circum- stances permitted by the Indenture . [15] The Bonds are issuable as coupon Bonds registrable as to principal only, in the denomination of $5, 000 each, and as fully registered Bonds, without coupons, in any denomination which is an integral multiple of $5, 000 . Subject to the limi- tations and upon payment of the charges provided for in the Indenture, Bonds may be exchanged for a like aggregate princi- pal amount of Bonds of other authorized denominations or types . [16] This bond is transferable by the registered holder hereof upon surrender of this bond for transfer at the office of Trustee, duly endorsed or accompanied by a written instru- ment of transfer in form satisfactory to Trustee and executed by the registered holder hereof or his attorney duly authorized in writing. Thereupon County shall execute and Trustee shall authenticate and deliver, in exchange for this bond, one or more new fully registered bonds in the name of the transferee , of an authorized denomination, in aggregate principal amount equal to the principal amount of this bond. [17] No officer or agent of County shall be individually or personally liable for payment of the Bonds or the interest thereon or be subject to any personal liability or accountabil- ity by reason of the issuance thereof. [18] IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this bond do exist, have happened and have been performed in due time, form and manner as re- quired by law. [19] This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by Trustee . [20] IN WITNESS WHEREOF, Weld County, Colorado, by its Board of County Commissioners, has caused this bond to be executed in its name by the signature of the Chairman of the Board of County Commissioners and to be attested and sealed by a i 35 County Clerk, and has caused this bond to be dated as of • [SEAL] WELD COUNTY, COLORADO Attest: Chairman Clerk TRUSTEE 'S CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the series designated therein and issued under the provisions of the within-mentioned Indenture . WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By Authorized Officer (Form for Transfer of Fully Registered Bond) FOR VALUE RECEIVED, , the under- signed, hereby sells, assigns and transfers unto (Tax Indentification or Social Security No. ) the within Bond and all rights thereunder, and hereby irrevocably consti- tutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever . (1 a 1 36 (Form of Coupon Bond) UNITED STATES OF AMERICA WELD COUNTY, COLORADO INDUSTRIAL DEVELOPMENT REVENUE BOND (TENTH STREET INVESTORS PROJECT) SERIES 1982 No. $5, 000 . 00 [1] KNOW ALL PERSONS BY THESE PRESENTS that Weld County, Colorado ("County") , a county organized under the Home Rule Charter for Weld County, Colorado and the constitution and laws of the State of Colorado and constituting a political subdivi- sion thereof, for value received, promises to pay but solely from the source and in the manner hereinafter provided, to bearer or, if this bond be registered, to the order of the registered owner hereof, upon surrender hereof at the principal corporate trust office of Trustee named below, the principal sum of Five Thousand Dollars on the fifteenth day of August 2012, and in like manner to pay interest on said sum from the date hereof, at a rate equal to a rate per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) equal to sixty-eight percent (68%) of the interest rate per annum that Wells Fargo Bank, National Association, a national banking association (or in certain instances its successors as provided in the hereinafter defined Indenture) , establishes from time to time by public announcement or by directive to its lending divisions as the basis for interest charged on business and commercial loans (the "Prime Rate") in effect at 11: 59 p.m. (San Francisco, California time) on such day, such interest rate being adjusted daily with changes in the Prime Rate (pro- vided, however, that the interest rate on this bond for any interest payment period shall never be less than seven percent (7%) per annum and shall never be greater than twenty-five percent (25%) per annum) until said principal sum is paid . Principal of, premium, if any, and interest on this bond are payable in lawful money of the United States of America at the principal corporate trust office of Wells Fargo Bank, National Association, as trustee, in the City of San Francisco, Califor- nia or its successor in trust ("Trustee" ) , or the duly desig- nated office of any successor trustee or any paying agents appointed under the Indenture (as defined hereinafter) . Inter- est is payable on the fifteenth day of each month. 37 [INSERT MORE PARAGRAPHS 2 THROUGH 15 INCLUSIVE FROM THE FULLY REGISTERED BOND FORM] [16] This bond and appurtenant coupons are fully nego- tiable, but this bond may be registered as to payment of prin- cipal on the registration books of County in the principal corporate trust office of Trustee in accordance with the provi- sions endorsed on the reverse side hereof and as set forth in the Indenture. If registered, this bond is transferable as to principal in the name of the holder on the Bond Register of County maintained by Trustee and as set forth in the Inden- ture. The principal of this bond, if registered, unless regis- tered to bearer, shall be payable only to the registered owner or his legal representative . Interest accruing on this bond will be paid only on presentation and surrender of the attached interest coupons as they respectively become due, and registra- tion of this bond as to principal as aforesaid will not affect the transferability by delivery of such coupons. [INSERT HERE PARAGRAPHS 17 AND 18 FROM THE FULLY REGISTERED BOND FORM] [19] This Bond and the coupons appertaining hereto shall not be valid or become obligatory for any purpose or be en- titled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by Trustee . ( 20] IN WITNESS WHEREOF, Weld County, Colorado, by its Board of County Commissioners, has caused this bond to be executed in its name by the signature of the Chairman of the Board of County Commissioners and to be attested and sealed by County Clerk , and has caused the interest coupons attached hereto to be executed by the facsimile signatures of said officers as of July 15, 1982. [SEAL] WELD COUNTY, COLORADO Attest: Chairman Clerk or tka 1! 1 38 TRUSTEE ' S CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the series designated therein and issued under the provisions of the within-mentioned indenture. WELLS FARGO BANK, NATIONAL ASSOCIATION By Authorized Officer (Form of Interest Coupon) No. $ On the fifteenth day of Weld County, Colorado (unless the bond to which this coupon appertains shall have been duly called for previous redemption) will pay from the source and as designated in the bond in lawful money of the United States of America to bearer, subject to the provisions of the within-mentioned Indenture of Trust and upon presenta- tion and surrender of this coupon at the principal corporate trust office of Wells Fargo Bank, National Association, as trustee, in San Francisco, California, or its successor in trust, or any paying agents, at a rate equal to a rate per annum (calculated on the basis of a 360-day year consisting of twelve 30-day months) equal to sixty-eight percent (68%) of the interest rate per annum that Wells Fargo Bank, National Asso- ciation, a national banking association (or in certain in- stances its successors as provided in the hereinafter defined Indenture) , establishes from time to time by public announce- ment or by directive to its lending divisions as the basis for interest charged on business and commercial loans (the "Prime Rate") in effect at 11: 59 p.m. (San Francisco, California time) on such day, such interest rate being adjusted daily with changes in the Prime Rate (provided, however, that the interest rate on this bond for any interest payment period shall never be less than seven percent (7%) per annum and shall never be greater than twenty-five percent (25%) per annum) , as provided in and being monthly interest then due on its Industrial Devel- opment Revenue Bond (Tenth Street Investors Project) Series 1982, dated July 15, 1982, numbered . For the purpose of computing such interest due (other than the final interest payment date which is the maturity date of this bond) , the computation date (a "Computation Date" ) shall be as of the date nine days prior to each interest payment date, and the Prime Rate in effect as of a Computation Date shall be used for 9 39 computing the amount of interest for the nine day period prior to each interest payment date . In the event of a change in the prime Rate between a Computation Date and the immediately following interest payment date, then an adjustment shall be made in computing the interest payable on the next succeeding interest payment date to reflect such change in the Prime Rate. For the purpose of computing the amount of interest due on the final interest payment date, the Prime Rate in effect on the date nine days prior to the final interest payment date shall be the applicable interest rate for such nine day period . WELD COUNTY, COLORADO Attest: By [Facsimile] By (Facsimile] Chairman Clerk (Form of Registration) PROVISION FOR REGISTRATION The within bond may be registered in the name of the holder on books kept by Trustee, such registration being noted hereon by Trustee in the registration blank below, and no transfer shall be valid unless made on said books at the re- quest of the registered holder or attorney duly authorized, and such transfer is similarly noted in the registration blank below. Name of Registered Date of Authorized Owner Registration Signature J "II di 40 Section 3 . 02. Form of Home Office Payment Agreement. The Home Office Payment Agreement shall be printed or typewritten in substantially the form set forth below, allowing those executing such agreement to make insertions and deletions as necessary to provide for redemption of portions of the princi- pal of the Bonds and interest on the amount of principal so redeemed in accordance with the provisions of Section 2. 04 hereof. HOME OFFICE PAYMENT AGREEMENT Wells Fargo Bank, National Association San Francisco, California Attention : Corporate Trust Department Ladies and Gentlemen: The undersigned has purchased $ aggregate princi- pal amount of Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 (the "Bonds") of Weld County, Colorado ( "County") , which Bonds are issued under and secured by the Indenture of Trust dated as of July 15, 1982 (the "Indenture") , between County and you, as Trustee . The Bonds so being purchased by the undersigned are evidenced by , in fully registered form, in the princi- pal amount of $ payable to 1 . In accordance with the provisions of Section 2. 04 of the Indenture, you are hereby requested to pay all amounts payable to or its nominee with respect to any fully registered Bonds from time to time held by or it nominee (without any presentment thereof and without any notation by Trustee of such payment being made thereon) by crediting by bank wire transfer or bank check, in immediately available Federal funds, the bank account of shown below, marked for the attention as there indicated; notices of all such payments are to be made at the address therefor specified in paragraph 2 below. It is under- stood that, subject to the availability to you of appropriate funds, such bank wire transfers or bank checks will be made not 41 later than 2: 00 p.m. New York time on each date a payment or redemption in respect of the Bonds is due . covenants and agrees to forthwith endorse on all registered Bonds owned by it prior to any sale, encumbering or other disposition thereof, in an appropriate place thereon, a nota- tion of each principal redemption and interest payment in respect of such Bonds received by it pursuant to this request. Notwithstanding the above, payment of the entire remaining unpaid amount of principal of each Bond shall be made only upon surrender thereof at the principal office of Trustee . Address for Payments: 2. All notices given or required to be given to or its nominee as a holder of a registerededBond uniair the provisions of the Indenture (including, without limitation, notices of or with respect to payments of princi- pal, interest and premium, if any, on the Bonds) shall, unless and until shall otherwise notify you in writ- ing, be mailed to the following address : 3. Notwithstanding any other provision of this agree- ment, County, the Bank (as defined in the Indenture) , Borrowers (as defined in the Indenture) and Trustee can conclusively rely upon the records of Trustee as to all principal payments and redemptions made on the Bonds and the amount or amounts remain- ing unpaid on the Bonds. Dated: , • By Its The undersigned, as Trustee under the above-mentioned Indenture, hereby acknowledges receipt of the foregoing request 43' I it 42 and agrees to make payments and to mail notices as and in the manner indicated in said requests. WELLS FARGO BANK, NATIONAL ASSOCIATION, Trustee as afore- said By Its Dated: ARTICLE IV GENERAL COVENANTS Section 4 . 01. Payment of Principal, Premium, if Any, and Interest. County covenants that it will promptly cause to be paid, solely from the sources, herein specified, the principal of, premium, if any, and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in said Bonds according to the true intent and meaning thereof. The principal, premium, if any, and interest on the Bonds (except interest paid from the proceeds from the sale of the Bonds and any principal, premium or inter- est paid from the amounts paid by the Bank pursuant to the Letter of Credit and any amounts recoverable under the Deed of Trust, the Security Agreement and the Assignment of Rents) are payable solely from the payments provided therefor in the Agreement and as otherwise provided herein, which amounts are hereby specifically pledged to the payment thereof in the manner and to the extent herein specified, and nothing in the Bonds or in this Indenture shall be construed as pledging any other funds or assets of County. The Bonds shall never consti- tute the debt or indebtedness of County or any political sub- division of the State within the meaning of any provision or limitation of the State constitution, statutes or Home Rule Charter of Weld County, and shall not constitute nor give rise to a pecuniary liability of County or any political subdivision of the State or a charge against their general credit or taxing powers. Neither the State , County nor any political subdivi- sion of the State shall in any event be liable for the payment of the principal of, any premium, if any, or interest on any of the Bonds or for the performance of any pledge , obligation or agreement undertaken by Borrowers under the Agreement or County under the Agreement or this Indenture or any documents relating thereto. 0 /I 1 1, it 43 Section 4. 02. Performance of Covenants; County. County covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions con- tained in this Indenture and in any and every Bond executed and delivered hereunder and in all of its proceedings pertaining hereto. Section 4. 03. Recording and Filing. If applicable , Trustee will cause this Indenture and all supplements hereto , and such continuation statements as may be required to be filed or recorded from time to time, as well as such other instru- ments as may be required from time to time to be kept, to be recorded and filed in such manner and in such places as may from time to time be required by law in order to preserve and protect fully the security of the Holders of the Bonds, and to take or cause to be taken any and all other action necessary to perfect the security interest created by this Indenture . Section 4.04. Rights Under Agreement. The Agreement, a duly executed counterpart of which has been filed with Trustee , sets forth the covenants and obligations of County and Bor- rowers, including provisions that, except as provided herein or therein, subsequent to the issuance of Bonds and prior to their payment in full, the Agreement may not be effectively amended, changed, modified, altered or terminated without the written consent of the Holders of one hundred percent (100%) of the aggregate principal amount of the Bonds then outstanding, and reference is hereby made to the same for a detailed statement of said covenants and obligations of Borrowers thereunder. ARTICLE V REVENUES AND FUNDS Section 5. 01. Source of Payment of Bonds. The Bonds herein authorized and all payments by County hereunder are not general obligations of County but are special, limited obliga- tions payable solely from the revenues , receipts and income to be derived by County under the Agreement, the Deed of Trust, the Security Agreement, the Assignment of Rents, the Letter of Credit and other amounts derived from the Project and as autho- rized by the Act and provided herein. Section 5. 02. Creation of Bond Fund. There is hereby created by County and ordered established with Trustee a trust fund to be designated "The Weld County Industrial Development Revenue Bond Fund, Tenth Street Investors Project, " which shall 44 be used for the deposit of moneys therein and for the payment of amounts therefrom as may be permitted or required by the Agreement or hereby. Section 5.03. Payments Into Bond Fund; Payments by Bor- rowers. There shall be deposited into the Bond Fund the sums indicated in Section 3. 2 (a) of the Agreement. In addition, there shall be deposited into the Bond Fund, as and when re- ceived, (i) any amount in the Construction Fund, described in Section 5 . 06 below, directed to be paid into the Bond Fund in accordance with the provisions of Section 3 . 4 of the Agreement; and (ii) all other moneys received by Trustee under and pur- suant to any of the provisions of the Agreement or this Inden- ture, which are required or which are accompanied by directions that such moneys are to be paid into the Bond Fund, or which are paid or received under the Deed of Trust, the Security Agreement, the Assignment of Rents or the Letter of Credit (except for money to be held in escrow pursuant to Section 8 . 08 hereof) . Section 5. 04. Use of Moneys in Bond Fund. Except as provided in Section 5. 11 hereof, any moneys in the Bond Fund . shall be used solely for the payment of the principal of, premium, if any, and interest on the Bonds and for the redemp- tion of the Bonds prior to maturity. Section 5. 05. Custody of Bond Fund. The Bond Fund shall be in the custody of Trustee but in the name of County, and County hereby authorizes and directs Trustee to withdraw, to the extent necessary, sufficient funds from the Bond Fund to pay the principal of and premium, if any, and interest on the Bonds as the same become due and payable, which authorization and direction Trustee hereby accepts . Section 5.06. Construction Fund. There is hereby created and established with Trustee a trust fund in the name of County to be designated "The Weld County Industrial Development Reve- nue Bond Construction Fund, Tenth Street Investors Project, " which shall be expended in accordance with the provisions of the Agreement. Section 5.07. Payments Into the Construction Fund ; Dis- bursements. The balance of the proceeds of the issuance and delivery of the Bonds remaining after the deduction, if any, provided by the first sentence of Section 5. 03 hereof has been made , shall be deposited in the Construction Fund. Trustee covenants and agrees to take all necessary and appropriate action promptly in approving and making disbursements from the 45 Construction Fund in accordance with provisions of the Agree- ment. Trustee is hereby authorized and directed to make each disbursement required by the provisions of the Agreement. Trustee shall keep and maintain adequate records pertaining to the Construction Fund and all disbursements therefrom, and after the Project has been completed and a certificate of payment of all costs is or has been filed as provided in Sec- tion 5. 08 hereof, Trustee shall file an accounting thereof with Borrowers. Section 5.08. Completion of the Project. The completion of the Project and payment or provision made for payment of all Costs of Construction shall be evidenced by the filing with Trustee of the certificate required by Section 3.4 (a) of the Agreement. As soon as practicable and in any event not more than sixty days from the date of the certificate referred to in the preceding sentence any balance remaining in the Construc- tion Fund (except amounts Borrowers shall have directed Trustee to retain for any Cost of Construction not then due and pay- able) shall, without further authorization but subject to Section 3. 4 (b) of the Agreement, be deposited in the Bond Fund by Trustee . All moneys transferred to the Bond Fund in accor- dance with the preceding sentence of this Section 5. 08 shall be used by Trustee to redeem Bonds at the earliest redemption date permitted herein. Section 5. 09. Nonpresentment of Bonds . In the event any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity, or at the date fixed for redemption thereof, or otherwise, if funds sufficient to pay any such Bond shall have been made available to Trustee for the benefit of the Holder or Holders thereof, all liability of County to the Holder thereof for the payment of such Bond shall forthwith cease, terminate and be completely discharged, and thereupon it shall be the duty of Trustee to hold such funds, without liability for additional interest thereon, for the benefit of the Holder of such Bond who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature on his part under this Indenture or on, or with respect to, such Bond ; provided, however, that after six years and one day, or such different period provided by law in the event the applicable statute of limitations is modified, from the date the last Bond has matured or was called for redemption, all moneys held hereunder by Trustee shall be transferred to Bor- rowers, all right, title and interest hereunder of Trustee and the Bondholders shall cease and this Indenture shall thereupon have no further effect and shall be deemed repealed and the Bondholders shall look solely to Borrowers for their right, if any, to payment of the Bonds. 46 Section 5. 10 . Moneys to Be Held in Trust. All moneys required to be deposited with or paid to Trustee for the ac- count of any fund referred to in any provision of this Inden- ture or the Agreement shall be held by Trustee in trust, and except for moneys deposited with or paid to Trustee for the redemption of Bonds, notice of the redemption of which has been duly given, if required, shall, while held by Trustee, consti- tute part of the trust estate and be subject to the lien and security interest created hereby. Section 5. 11. Repayment to Borrowers From Bond Fund or Construction Fund . Any amounts remaining in the Bond Fund or Construction Fund 105 days after payment in full of the prin- cipal of, premium, if any, and interest on the Bonds, the fees, charges and expenses of Trustee and all other amounts required to be paid hereunder shall be paid immediately to Borrowers. Section 5 . 12. Custody of Separate Trust Fund. The Trustee is authorized and directed to hold all Net Proceeds from any insurance proceeds or condemnation awards and disburse such proceeds in accordance with Section 6. 2 of the Agreement. If Borrowers request that any portion of such Net Proceeds be applied to redeem Bonds, Trustee agrees to take and cause to be taken the necessary steps to redeem the Bonds as provided in Section 2. 03A hereof. ARTICLE VI INVESTMENT OF MONEYS Any moneys held as part of the Bond Fund, the Construction Fund or any other fund, except the special escrow account provided for in Section 8 . 08 (d) hereof, shall be invested and reinvested by Trustee, at the request of and as directed in writing by Borrowers ' Representative, in Permitted Invest- ments . Trustee may make any and all such investments through its own bond department or the bond department of any bank or trust company under common control with Trustee . All such investments shall at all times be a part of the fund (the Construction Fund, the Bond Fund or such other fund, as the case may be) from which the moneys used to acquire such invest- ments came, and all income and profits on such investments shall be credited to, and losses thereon shall be charged against, such fund. J D 47 ARTICLE VII DISCHARGE OF LIEN Section 7 . 01. Discharge Upon Payment. Subject to the provisions of Section 8. 08 hereof, if County shall cause to be paid, or there shall otherwise be paid or provision for payment made, to the Holders of the Bonds, the principal and premium, if any, and interest due or to become due thereon at the times and in the manner stipulated therein or herein, and if County shall cause to be paid all sums of money due or to become due according to the provisions hereof, then 105 days thereafter these presents and the estate and rights hereby granted, to- gether with all obligations of County hereunder, shall cease, terminate and be void. Section 7.02. Provision for Payment. Subject to the provisions of Section 8. 08 hereof, any Bond shall be deemed to be paid within the meaning of this Article VII and for all purposes of this Indenture when, subject to the requirements of Section 7.03, (a) payment of the principal of and premium, if any, on such Bond, plus interest thereon to the due date there- of (whether such due date is by reason of maturity or upon redemption as provided herein) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided by irrevocably depositing with Trustee, in trust and irrevocably set aside exclusively for such payment, moneys and/or Governmental Obligations sufficient after giving effect to interest on such Governmental Obligation to make such payment, (b) 105 days have elapsed since payment pursuant to the preceding subsection was made, and (c) all necessary and proper fees, compensation and expenses of Trustee pertaining to the Bonds with respect to which such deposit is made shall have been paid or the payment thereof provided for to the satisfaction of Trustee. At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, it shall no longer be secured by or entitled to the benefits of this Inden- ture, except for the purposes of any such payment from such moneys. Section 7. 03. Notice of Payment; Miscellaneous. No deposit under Section 7. 02 (a) (ii) hereof shall be deemed a payment of such Bonds as aforesaid until Trustee, on behalf of County, shall have given Holders of the Bonds, in form satis- factory to Trustee, notice : 1 I; 48 (a) stating the date when the principal, interest and premium, if any, of each such Bond is to be paid, whether at maturity or on a redemption date (which may be any redemption date permitted by this Indenture) ; and (b) stating that the deposit required by Section 7. 02 (a) ( ii) has been made and that said Bonds are deemed to have been paid in accordance with this Article VII. No such notice will be given by Trustee if a portion of the Bonds are to be redeemed prior to maturity unless Trustee has received irrevocable instructions to redeem such Bonds on specified redemption dates. For purposes of Section 7. 02 (a) ( ii) hereof, it shall be j assumed that the Bonds will bear interest at the maximum rate of interest allowable hereunder from the date of such deposit to the date fixed for redemption or to the maturity date, as the case may be. In addition, no such deposit shall be made unless Trustee is delivered an opinion of nationally recognized bond counsel to the effect that such deposit and the investment thereof will not cause interest on the Bonds to become subject to federal income taxation. Section 7 . 04 . Use of Deposit; Amendments. (a) Notwithstanding any provision of any other Article of this Indenture which may be contrary to the provisions of this Article, all moneys set aside and held in trust pursuant to the provisions of this Article for the payment of Bonds ( including interest and premium thereon, if any) shall be applied to and used solely for the payment of the Bonds ( including interest and premium thereof, if any) and for no other purpose . (b) Anything in Article X hereof to the contrary notwithstanding, no amendment to the provisions of this Article shall be made without the consent of the Holders of the Bonds affected thereby. ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES Section 8. 01. Defaults; Events of Default. Each of the following is hereby declared an "Event of Default" hereunder : t V 49 (a) Failure to pay in full any interest upon any Bond or the principal of and premium, if any, on any Bond when due, whether at maturity, upon redemption, by declar- ation or otherwise pursuant to the terms hereof or in the Bonds, or an Event of Default under Section 9 .1 (a) of the Agreement; (b) Any Event of Default under the Agreement not referred to in (a) above ; (c) County shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or here- after in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall fail generally to pay its debts as they become due , or shall take any action to authorize any of the foregoing ; (d) An involuntary case or other proceeding shall be commenced against County seeking liquidation, reorganiza- tion or other relief with respect to it or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property; or (e) Notice has been received by Trustee from the Bank of an Event of Default as defined in the Reimburse- ment Agreement, the Deed of Trust, the Security Agreement or the Assignment of Rents. Section 8.02. Acceleration . (a) Upon the occurrence of an Event of Default pursuant to Section 8. 01 (a) or (e) hereof, Trustee shall, by notice to the Bank, Borrowers and County, declare the principal of, and premium, if any, on all Bonds then outstanding and interest accrued thereon immediately due and payable . Upon the occurrence of an Event of Default pursuant to Section 8 . 01 (c) or 8 . 01 (d) hereof, or pursuant to Section 8. 01 (b) hereof due to an 50 Event of Default described in Section 9 .1 (c) or 9 . 1 (d) of the Agreement, the principal and interest on the Bonds shall be immediately due and payable and no declaration of acceleration by Trustee shall be necessary. In both such instances there shall be due and payable on the Bonds an amount equal to the total principal amount of all such Bonds, the premium, if any, on the Bonds plus all interest accrued thereon. Upon the occurrence of such Event of Default, Trustee shall make a draw upon the Letter of Credit as provided in Section 8. 08 . (b) Upon the occurrence of an Event of Default pursuant to Section 8. 01 (b) hereof (except as otherwise provided in (a) above with respect to certain of such Events of Default) , Trustee may, and upon receipt of written notice from the holder or holders of fifteen percent (15%) of the principal amount of the Bonds Out- standing shall, by notice to the Bank, Borrowers and County, declare the principal of and premium, if any, on all Bonds then outstanding and the interest accrued there- on immediately due and payable . In the event of such declaration, there shall be due and payable on the Bonds an amount equal to the total principal amount, of all such Bonds, the premium, if any, on the Bonds plus all interest accrued thereon to the date the Bonds were declared due and payable and Trustee shall make a draw upon the Letter of Credit to the extent allowed under the Letter of Credit and as provided in Section 8. 08 hereof. (c) Following payment of the full amount drawn upon the Letter of Credit being honored, then Trustee shall assign, without representation or warranty of any nature, all its right, title and interest as Trustee in and to the Agreement, the Deed of Trust, the Security Agreement and the Assignment of Rents to the Bank, if the Bank so re- quests. (d) If for any reason the Bank fails to honor a draw upon the Letter of Credit, then Trustee shall take all actions available to Trustee at law or in equity against the Bank and Borrowers. Section 8. 03. Additional Remedies and Enforcement of Remedies. In addition to other rights of Trustee hereunder, Trustee may proceed forthwith to protect and enforce its rights and the rights of the Bondholders hereunder and under the Act and the Bonds by such suits, actions or proceedings as Trustee , being advised by .counsel, shall deem expedient, including, but ' not limited to: 51 (a) Enforcement of the right of the Bondholders to collect and enforce the payment of amounts due or becoming due under the Agreement and collect and enforce any rights in respect to or securing performance under the Agreement; (b) Suit upon all or any part of the Bonds ; (c) Civil action to require any person holding moneys, documents or other property pledged to secure payment of amounts due or to become due on the Bonds to account as if it were a trustee of an express trust for the Holders of the Bonds; (d) Civil action to enjoin any acts or things, which may be unlawful or in violation of the rights of the Holders of Bonds; and (e) Enforcement of any other right of the Bond- holders conferred by law or hereby or by the Deed of Trust, the Security Agreement, the Assignment of Rents. Section 8 . 04. Application of Moneys After Default. During the continuance of an Event of Default all moneys re- ceived by Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses and advances incurred or made by Trustee with respect thereto, be deposited in the Bond Fund, and applied as to the payment of the princi- pal and interest, premium, if any, then due and unpaid upon the Bonds without preference or priority of principal over interest or of interest over principal, or of any installment of inter- est over any other installment of interest, or of any Bond over any other Bond, ratably, according to the amounts due respec- tively for principal and interest, to the persons entitled thereto without any discrimination or preference, provided, however, that any amounts received pursuant to the Letter of Credit and not held in escrow pursuant to Section 8 . 08 hereof, shall be applied solely to the payment of principal, premium, if any, and interest on the Bonds. Trustee shall give notice of the acceleration of the Bonds and of the date set for payment therefor by mailing a notice , by first-class mail, postage prepaid, to each registered Holder at his or her last address appearing on the Bond Register not less than 20 days prior to the date set for redemption. Trustee shall not be required to make payment to the Holder of any Bond until such Bond shall be presented to Trustee for 52 appropriate endorsement of any partial payment (unless there is a Home Office Payment Agreement in effect in the form set forth in Section 3. 02 hereof) or for cancellation if fully paid. Whenever all Bonds and interest thereon have been paid under the provisions of this Section or money is held by Trustee for such payment and all expenses and charges of Trustee have been paid and 105 days have elapsed after payment of the Bonds, any balance remaining shall be paid to the Bank as reimbursement for any drawing on the Letter of Credit. Section 8. 05. Remedies Vested in Trustee. All rights of action (including the right to file proof of claims) hereunder or under any of the Bonds may be enforced by Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceedings relating thereto. Any such suit or proceeding instituted by Trustee may be brought in its name as Trustee without the necessity of joining as plaintiffs or defendants any Holders of the Bonds. Section 8.06. Limitation of County' s Liability. No agreements or provisions contained herein nor any agreement, covenant or undertaking by County contained in any document executed by County in connection with the Project or the issu- ance , sale and delivery of the Bonds shall ever constitute the debt or indebtedness of County or any political subdivision of the State within the meaning of any provision or limitation of the State constitution, statutes or Home Rule Charter for Weld County and shall not give rise to a pecuniary liability of County or any political subdivision of the State or a charge against their general credit or taxing power. No failure of County to comply with any term, covenant or agreement herein or in any document executed by County in connection with the Project, shall subject County to liability for any claim for damages, costs or other financial or pecuniary charge except to the extent that the same can be paid or recovered from the pledged revenues. Nothing herein shall preclude a proper party in interest from seeking and obtaining, to the extent permitted by law, specific performance against County for any failure to comply with any term, condition, covenant or agreement herein; provided that no costs, expenses or other monetary relief shall be recoverable from County except as may be payable from the pledged revenues . 4! 1! 53 Section 8 . 07. Waiver of Events of Default. Unless di- rected to do so by an instrument in writing delivered to Trustee and executed by the Bank and the Holders of not less than 100% in aggregate amount of the Bonds then Outstanding and unless the Bank confirms to Trustee in writing that the Letter of Credit is and shall remain in full force and effect upon and after such waiver, Trustee shall not waive any Event of Default ¢ hereunder or its consequences or rescind any declaration of maturity of principal of and interest on the Bonds or the amounts due under the Agreement. In the case of any such waiver at the written direction of the Holders of all of the Bonds then Outstanding and the Bank or in case any proceeding taken by Trustee on account of any such default shall have been discontinued or abandoned or determined adversely to Trustee or the Bondholders, then and in every such case County, Borrowers, the Bank, Trustee and the Bondholders shall be restored to their former positions and rights hereunder, respectively, but no such waiver shall extend to any subsequent or other default, or impair any right consequent thereon. All waivers under this Indenture shall be in writing and a copy thereof shall be delivered to County and Borrowers. Section 8. 08. Letter of Credit. (a) In the event of any Event of Default under Section 8.01 of this Indenture, and the payment of the Bonds has been accelerated or deemed accelerated pursuant to Section 8.02 hereof, Trustee shall immediately draw on the Letter of Credit, in an amount equal to (i) the amount required in order to provide for the timely payment in full of the principal, interest and premium on the Bonds plus (ii) the aggregate amount of any payments of princi- pal, premium, or interest on the Bonds made within 90 days of (a) the date upon which Trustee is drawing upon the Letter of Credit or (b) the date of any filing of a peti- tion in bankruptcy (or other commencement of a bankruptcy or similar proceeding) by or against Borrowers or County, and shall immediately take such actions and give such notice as may be required to pay the outstanding Bonds entitled to the benefits of such Letter of Credit. (b) If, at any time during the term of the Letter of Credit, a successor Trustee shall be appointed and quali- fied under this Indenture and the Letter of Credit is not transferable to the successor Trustee, the resigning Trustee shall request from the Bank a substitute Letter of O. 0,7 3 54 Credit identical to the prior Letter of Credit but ad- dressed to and running in favor of the successor Trustee for the benefit of the Holders of the series of Bonds secured thereby. If the resigning Trustee fails to make this request, the successor Trustee shall do so before accepting its appointment. Upon issuance of the substi- tute Letter of Credit to the successor Trustee, the prior Letter of Credit shall be returned to the Bank and will be of no further effect. (c) If, within 95 days following final payment in full of the principal, premium, if any, and interest on the Bonds pursuant to the provisions of this Indenture, Trustee has not received a certificate of Borrowers ' Representative stating that no petition in bankruptcy has been filed (and no bankruptcy or similar proceeding has been otherwise initiated) by or against Borrowers or County within 90 days following the date of such payment, Trustee shall forthwith draw on the Letter of Credit in the full amount of principal, premium, if any, and inter- est paid on the Bonds within the period commencing 90 days prior to the date of such payment and ending with the final payment. (d) All amounts drawn by Trustee on the Letter of Credit pursuant to Section 8 . 08 (a) (ii) or (c) shall be deposited by Trustee in a special escrow account and held by Trustee pending (i) receipt by Trustee of a certificate of Borrowers ' Representative stating that no petition in bankruptcy has been filed or bankruptcy or similar pro- ceeding has been otherwise initiated by or against Bor- rowers or County within the 90-day period following the date of the payments on the Bonds with respect to which amounts were drawn under the Letter of Credit, or (ii) the final determination by a bankruptcy court as to whether or not any prior payments made by Trustee constitute a pref- erence . Upon a final determination by the bankruptcy court that the prior payments made on the Bonds to the holders of the Bonds constitute a preference, Trustee shall use the money in the special escrow account to satisfy the claim of Borrowers ' or County' s bankruptcy trustee to the preferential portion of the prior payments made by Trustee to the holders of the Bonds and shall return any amounts remaining in the special escrow account to the issuer of the Letter of Credit. In the event that the bankruptcy court finally determines that the prior payments made by Trustee to the holders of the Bonds do not constitute a preference, or in the event of receipt by t 55 Trustee of a certificate of Borrowers ' Representative stating that no petition in bankruptcy has been filed or bankruptcy or similar proceeding has been otherwise initi- ated by or against Borrowers or County within the 90-day period following the date of the payments on the Bonds with respect to which amounts were drawn under the Letter of Credit, Trustee shall forthwith withdraw from the special escrow account the funds deposited therein, and repay such funds to the issuer of the Letter of Credit for the account of Borrowers. ARTICLE IX TRUSTEE Section 9. 01. Acceptance of Trusts . Trustee hereby accepts the duties imposed upon it by this Indenture, and agrees to perform said duties, but only upon and subject to the following express terms and conditions : (a) Trustee, prior to the occurrence of an event of default and after curing of all events of default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture . In case an event of default has occurred (which has not been cured or waived) Trustee shall exer- cise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in their exercise, as an ordinary prudent trustee would exercise or use under a corporate mortgage . (b) Trustee may execute any of the documents re- ferred to herein and perform any of its duties by or through its attorneys, agents, receivers or employees but shall be answerable for the conduct of the same in accor- dance with the standard specified above, and shall be entitled to advice of counsel concerning its duties here- under, and may in all cases pay such reasonable compensa- tion to all such attorneys, agents, receivers and em- ployees as may reasonably be employed in connection with the trusts hereof. Trustee may act upon an Opinion of Counsel in the exercise of reasonable care. Trustee shall not be responsible for any loss or damage resulting from any action or inaction in good faith in reliance upon such Opinion of Counsel. L 56 (c) Trustee shall not be responsible for any recital herein, or in the Bonds except for those recitals specif- ically concerning Trustee and its powers and the certifi- cate of authentication on the Bonds or for insuring the Project or collecting any insurance moneys, or for the validity of the execution by County of this Indenture or of any supplements hereto or instruments of further assur- ance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, or for the value or title of the Project or any lien waivers with respect to the Project, provided that Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of County or on the part of Borrowers under the Agreement, except as hereinafter set forth; but Trustee may require of County or Borrowers full information and advice as to the performance of the covenants, conditions and agreements aforesaid. (d) Trustee may become the owner of Bonds with the same rights which it would have if not Trustee. (e) Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document believed to be genuine and correct and to have been signed or sent by the proper person or persons. (f) As to the existence or nonexistence of any fact or as to the sufficiency or validity of any instrument, paper or proceeding, Trustee shall be entitled to rely upon a certificate signed by County Representative or Borrowers ' Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a default as provided in Section 8. 01 hereof, shall also be at liberty to accept a similar certificate to the effect that any particular dealing, transaction or action is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. Trustee may accept a certificate of the Clerk of the Board to the effect that an ordinance has been duly adopted by the Board, and is in full force and effect. (g) The permissive right of Trustee to do things enumerated in this Indenture shall not be construed as a duty and it shall not be answerable for other than its gross negligence or willful default. o 57 (h) Except for Borrowers ' failure to make Install- ment Payments to Trustee when due, of which failure Trustee shall be deemed to have notice, and except as provided in Section 10. 01 (m) hereof, Trustee shall not be required to take notice or be deemed to have notice of any . default hereunder except failure by County or Borrowers to file any document required by this Indenture or the Agree- ment to be so filed subsequent to the issuance of the Bonds or except to the extent of actual knowledge by an officer of the Trustee in its corporate trust department, unless Trustee shall be specifically notified in writing of such default by County or by the Holders of at least twenty five percent (25%) in aggregate principal amount of Bonds then outstanding and all notices or other instru- ments required by this Indenture to be delivered to Trustee, must, in order to be effective, be delivered at the principal corporate trust office of Trustee, and in the absence of such notice so delivered Trustee may conclusively assume there is no default except as afore- said. (i) At any and all reasonable times, Trustee and its duly authorized agents, attorneys, experts, engineers, accountants and representatives shall have the right fully to inspect any and all of the property herein conveyed, including all books and records of Borrowers pertaining to the Project and the Bonds. (j) Trustee shall not be required to give any bond or surety in respect of the execution of the said duties and powers or otherwise in respect of the premises. (k) Notwithstanding anything elsewhere in this Indenture with respect to the withdrawal of any cash, the release of any property, or any action whatsoever within the purview of this Indenture, Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinion, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such ac- tion, by Trustee deemed desirable for the purpose of establishing the right of any person to the withdrawal of any cash, or the taking of any other action by Trustee. (1) All moneys received by Trustee shall, until used or applied or invested as herein provided, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by law or hereby. I 58 (m) During the period the Bonds are outstanding, Trustee shall be required to take notice of the filing of a petition in bankruptcy (or the initiation of a bank- ruptcy or other similar proceeding) by or against Bor- rowers or County if Trustee receives notice of such by a certificate of County Representative or by presentation of other evidence satisfactory to it as to the occurrence of such event at Trustee' s address specified in Section 12 . 04 hereof. (n) Except as expressly required herein, Trustee shall neither be required to institute any suit or action or other proceeding, or to take any steps to enforce its rights and expose it to liability, nor shall Trustee be deemed liable for failure to take any such action, unless and until it shall have been indemnified, to its satisfac- tion, against any and all reasonable costs, expenses, outlays, counsel and other fees, other disbursements including its own reasonable fees and against all liabil- ity and damages. Trustee may, nevertheless, begin suit, or appear in and defend suit, or do anything else in its judgment properly to be done by it as Trustee, without prior assurance of indemnity, and in such case Trustee shall be entitled to reimbursement from Borrowers for all reasonable costs, expenses, outlays, counsel and other fees, and other reasonable disbursements including its own fees, and for all liability and damages suffered by Trustee in connection therewith, except for Trustee' s gross negligence, willful misconduct or breach of trust. If Trustee begins, appears in or defends such suit, Trustee shall give reasonably prompt notice of such action to Borrowers, and shall give such notice prior to taking such action if possible. If Borrowers shall fail to make such reimbursement, Trustee may reimburse itself from any surplus moneys, other than moneys paid by a draw under the Letter of Credit, on hand in any fund or account created pursuant hereto; provided, however, that if Trustee shall collect any amounts by exercising the remedies available to it hereunder, Trustee shall have a first claim upon the amount recovered for payment of its reasonable costs, expenses and fees incurred. Section 9 . 02 . Fees, Charges and Expenses of Trustee . Trustee shall be entitled to payment and reimbursement by Borrowers for reasonable fees for its services rendered here- under and all advances, counsel fees and other expenses reason- ably and necessarily made or incurred by Trustee in connection R.i 1 P 59 with such services. Upon an event of default, but only upon an event of default, Trustee shall have a first lien with right of payment on funds, other than funds drawn under the Letter of Credit, held by it pursuant hereto prior to payment on account of principal of and premium, if any, and interest on any Bond for the foregoing fees, charges and expenses incurred by it. Trustee shall be indemnified and held harmless by the Borrowers for certain actions under this Indenture to the extent provided in Section 8. 2 of the Agreement. Section 9. 03. Notice of Bondholders if Default Occurs. If a default occurs, then Borrowers or Trustee, if it has notice thereof, shall promptly give written notice thereof by registered or certified mail to the owner of each Bond as appears on the Bond Register required by the terms of Section 2.07 hereof to be kept at the office of Trustee. Section 9. 04 . Successor Trustee . Any corporation or association into which Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substan- tially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or trans- fer to which it is party, shall be and become successor Trustee hereunder and vested with powers, discretions, immunities, privileges and all other matters as was its predecessor, with- out the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, provided, however, that the Letter of Credit has been transferred to the successor Trustee, anything herein to the contrary notwithstanding. Section 9. 05. Resignation by Trustee. Trustee and any successor Trustee may at any time resign from the agency hereby created by giving thirty days' written notice by registered or certified mail to County, to Borrowers and to the owner of each Bond as appears on the Bond Register required by Section 2. 07 hereof to be kept by Trustee and to the Bank and such resigna- tion shall take effect upon ( i) the appointment of a successor Trustee by the Bondholders or by County, and ( ii) the accept- ance of such appointment by such successor trustee and the transfer of the Letter of Credit to such successor trustee. Section 9. 06. Removal of Trustee. Trustee may be removed at any time by an instrument or concurrent instrument in writ- ing delivered to Trustee, Borrowers, the Bank and to County, and signed by the owners of more than 50% in aggregate princi- pal amount of the Bonds then outstanding; provided, however, that as long as Borrowers are not in default under the Agree- ment, the Deed of Trust, the Security Agreement and the Assign- ment of Rents, no such removal of Trustee shall be effective 1 60 without Borrowers ' consent in writing, which consent shall not be unreasonably withheld. Section 9.07. Appointment of Successor Trustee by Bond- holders. In case Trustee hereunder shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable to acting hereunder , or in case it shall be taken under the control of any public officer or officers or of a receiver appointed by a court, a successor may be appointed by the owners of more than 50% in aggregate principal amount of the Bonds then outstanding by an instrument or concurrent instruments in writing signed by such owners, or by their attorneys in fact fully authorized in writing, a copy of which shall be delivered personally or sent by registered mail to County, Borrowers and the Bank; provided, however, that no such appointment shall be effective unless Borrowers and the Bank shall consent in writing to such ap- pointment, which consent shall not be unreasonably withheld and unless County shall not have objected in writing to such ap- pointment within thirty days of receipt of notice thereof. In case of any such vacancy, County, by an instrument executed by County Representative and attested by its Clerk of the Board, may appoint a temporary trustee to fill such vacancy until a successor trustee shall be appointed by the Bondholders in the manner above provided; and such temporary trustee so appointed by County shall immediately and without further act be super- seded by Trustee appointed by the Bondholders. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank in good standing having a reported capital and surplus of not less than $50, 000, 000 if there be such an institution willing, qualified and able to accept the trust upon the terms hereof. Section 9 . 08. Concerning Any Successor Trustee. Every successor Trustee appointed hereunder shall execute, acknowl- edge and deliver to its or his predecessor and also to County and Borrowers and the Bank an instrument in writing accepting such appointment hereunder, and thereupon such successor , without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such predecessor shall, nevertheless, on the written request of County, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder, and every predecessor Trustee shall deliver all securities and I 1 {w& 61 moneys held by it as Trustee hereunder to its successor. yhould any instrument in writing from County be reasonably required by any successor Trustee for more fully and certainly vesting in such successor the estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any end all such instruments in writing shall, on request, be executed, acknowledged and delivered by, but need not be pre- pared by, County. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments pro- vided for in this Article, shall be filed by the successor Trustee in each office where this Indenture shall have been filed. ARTICLE X SUPPLEMENTAL INDENTURES Section 10. 01. Supplemental Indentures Not Requiring Consent of Bondholders. County and Trustee may, from time to time and at any time, without the consent of, or notice to, any of the Bondholders, and when so required by this Indenture shall, enter into an indenture or indentures supplemental to this Indenture as shall not be inconsistent with the terms and provisions hereof (which supplemental pp indenture or in dentures shall thereafter form a part hereof) , so as to thereby (a) cure any ambiguity or formal defect or omission in this Indenture or in any supplemental indenture, (b) grant to or confer upon Trustee for the benefit of the Bondholders any additional rights, remedies, powers, authority or security that may law- fully be granted to or conferred upon the Bondholders or Trustee, (c) describe or identify more precisely any part of the trust estate or subject to the lien and pledge of this indenture additional revenues, properties or collateral, (d) evidence the appointment of a successor trustee hereunder, (e) make any other change herein which, in the judgment of Trustee, is not to the prejudice of Trustee or the Holders of the Bonds, or (f) preserve the exemption of interest on the Bonds from Federal and State income taxes and the power of County to continue to issue bonds or other obligations (specifically not limited to the Bonds authorized hereby) , the interest income on which is likewise exempt from Federal and State income taxation. Section 10 . 02. Supplemental Indentures Requiring Consent of Bondholders. Exclusive of supplemental indentures covered by Section 10 . 01 hereof and subject to the terms and provisions contained in this Section, and not otherwise , Trustee, upon iI 62 receipt of an instrument evidencing the consent to the below- mentioned supplemental indenture by the Holders of not less than 50% of the aggregate principal amount of the Outstanding Bonds not held by Borrowers or a related person, shall join with County in the execution of such other indenture or inden- tures supplemental hereto as shall be deemed necessary and desirable for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions contained in this Indenture or in any supplemental indenture; provided, however, that nothing herein contained shall permit or be construed as permitting without the consent of the Holders of all the Bonds then Outstanding (a) an exten- sion of the maturity of the principal of or the interest on any Bond issued hereunder, or (b) a reduction in the principal amount of any Bond or redemption premium, if any, or the rate of interest thereon, or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for con- sent to such supplemental indentures, or (e) the creation of any lien ranking prior to or on a parity with the lien of this Indenture on the trust estate or any part thereof, except as expressly permitted, or (f) the depriving of the Holder of any then Outstanding Bonds of the lien hereby created on the trust estate or (g) the modification of any of the provisions of this Section. If at any time County of Borrowers shall request Trustee to enter into any such supplemental indenture for any of the purposes of this Section, Trustee shall, upon being satisfac- torily indemnified by Borrowers with respect to expenses, cause notice of the proposed execution of such supplemental indenture to be published at least twice in a newspaper or financial journal of general circulation in New York, New York, and to be mailed to the Holders of Bonds whose names and addresses are listed in the Bond Register. Such notice shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the principal office of Trustee for inspection by all Bondholders. Trustee shall not, however, be subject to any liability to any Bond- holder by reason of its failure to give such notice, and any such failure shall not affect the vailidity of such supplemen- tal indenture when consented to and approved as provided in this Section. If the Holders of not less than 50% in aggregate principal amount of the Outstanding Bonds, at the time of the execution of any such supplemental indenture, shall have con- sented to and approved the execution thereof as herein pro- vided, no Holder of any Bond shall have any right to object to any of the terms and provisions contained therein, or the c' '7., #0 63 operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain Trustee or County from executing the same or from taking any action pur- suant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. Section 10. 03. Consent of the Bank, Borrowers and Trustee to Supplemental Indentures . Anything herein to the contrary notwithstanding, no supplemental indenture under this Article X shall have become effective unless and until the Bank shall have consented in writing to the execution and delivery of such supplemental indenture (excepting, however, any supplemental indenture entered into for the purpose specified in Section 10. 01 (f) hereof) . Anything herein to the contrary notwith- standing, a supplemental indenture under this Article X which affects any rights of Borrowers shall not become effective unless and until Borrowers shall have consented to the execu- tion and delivery of such supplemental indenture; provided that the consent of Borrowers shall not be required for any supple- mental indenture entered into for the purpose specified in Section 10 . 01 (f) hereof. Trustee shall cause notice of the proposed execution and delivery of any supplemental indenture, together with a copy of the proposed supplemental indenture, to be mailed by certified or registered mail to Borrowers and the Bank. If, in the opinion of Trustee, any supplemental inden- ture provided for in this Article X affects the rights, duties or immunities of Trustee under this Indenture or otherwise , Trustee may, in its discretion, decline to execute such supple- mental indenture, except to the extent that execution thereof may be required in the case of a supplemental indenture entered into under Section 10.01 hereof. Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel as conclusive evidence that any such supple- mental indenture conforms to the requirements of this Indenture. ARTICLE XI AMENDMENT OF AGREEMENT, DEED OF TRUST, SECURITY AGREEMENT OR ASSIGNMENT OF RENTS Section 11. 01. Amendments, Etc. to Agreement, Deed of Trust, Security Agreement or Assignment of Rents Not Requiring Consent of Bondholders. County, Borrowers and Trustee may, without the consent of or notice to the Bondholders, consent to any amendment, change or modification of the Agreement, the 1 64 Deed of Trust, the Security Agreement or the Assignment of Rents which may be required or permitted (i) by the provisions of the Agreement, this Indenture, the Deed of Trust, the Secu- rity Agreement or the Assignment of Rents, (ii) for the purpose of curing any ambiguity or formal defect or omission, ( iii) in connection with additional improvements and additional real property which may be acquired and which constitute a part of the Project, or so as to more precisely identify items of property or substitute, add or release such items pursuant to the Agreement, the Deed of Trust, the Security Agreement or the Assignment of Rents, (iv) in connection with any other change therein which, in the judgment of Trustee, is not to the preju- dice of Trustee or the Holders of the Bonds or (v) to conform the Agreement to an amendment of the Indenture permitted under Section 10. 01 (f) hereof. Section 11 .02. Amendments, Etc. to Agreement, Deed of Trust, Security Agreement or Assignment of Rents Requiring Consent of Bondholders. Except for the amendments, changes or modifications as provided in Section 11. 01 of this Indenture, neither County nor Trustee shall consent to any other amend- ment, change or modification of the Agreement, the Deed of Trust, the Security Agreement or the Assignment of Rents, without issuance of notice and the written approval or consent of the Holders of not less than fifty percent (508) in aggre- gate principal amount of the then Outstanding Bonds not held by Borrowers or any related person , given and procured as in this Section provided. If at any time County and Borrowers shall request the consent of Trustee to any such proposed amendment, change or modification of the Agreement, the Deed of Trust, the Security Agreement or the Assignment of Rents, Trustee shall, upon being satisfactorily indemnified by Borrowers with respect to expenses, cause notice of such proposed amendment, change or modification to be given in the same manner as provided by Section 10 . 02 hereof with respect to supplemental indentures. Such notice shall briefly set forth the nature of such proposed amendment, change or modification and shall state that copies of the instrument embodying the same are on file at the princi- pal office of Trustee for inspection by all Bondholders. Trustee shall not, however, be subject to any liability to any Bondholder by reason of its failure to give such notice , and any such failure shall not affect the validity of such amend- ' ment, change or modification when consented to and approved as provided in this Section. If the Holders of not less than fifty percent (50%) in aggregate principal amount of the Out- standing Bonds not held by Borrowers or any related person at the time of the execution of any such amendment, change or 1 It 65 modification shall have consented to and approved the execution thereof as herein provided, no Holder of any Bond shall have any right to object to any of the terms and provisions con- tained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain Trustee, Borrowers or County from executing the same or from taking any action pursuant to the provisions thereof. Section 11.03. Consent of the Bank to Amendments, Etc. to Agreement, Deed of Trust, Security Agreement or Assignment of Rents. Anything herein to the contrary notwithstanding, no amendment to the Agreement, the Deed of Trust, the Security Agreement or the Assignment of Rents, amending, changing or modifying the same shall become effective unless and until the Bank shall have consented in writing to the execution and delivery of such amendment to the Agreement, the Deed of Trust, the Security Agreement or the Assignment of Rents; provided that the consent of the Bank shall not be required for any amendment to the Agreement entered into for the purpose speci- fied in Section 11. 01 (v) hereof. ARTICLE XII MISCELLANEOUS Section 12. 01. Consents, Etc. , of Bondholders. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Bondholders may be in any number of concurrent documents and may be executed by such Bondholders in person or by agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of Trustee with regard to any action taken by it under such request or other instrument, namely: (a) The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. 66 (b) The fact of ownership of Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of holding the same shall be proved by the registration books of County maintained by Trustee pur- suant to Section 2. 07 hereof. Section 12. 02. Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any person other than the parties hereto, the Bank, Borrowers and the Holders of the Bonds, any legal or equitable right, covenants, conditions and provisions herein contained; this Indenture and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto, the Bank, Borrowers and the Holders of the Bonds as herein provided. Section 12. 03 . Severability. If any provision of this Indenture shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 12. 04. Notices . Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid, or sent by telegram, addressed as follows: if to County, to Weld County, Colorado, 915 Tenth Street, Greeley, Colorado 80631, Attention : County Clerk, with a copy to County Attorney; if to Trustee, to Wells Fargo Bank, National Association, 343 Sansome Street, San Francisco, California 94163 , Attention: Corporate Trust Depart- ment (AU #958) ; if to Borrowers, to them at Suite 201, 936 9th Avenue, Greeley, Colorado 80631, Attention: Kent Hickman; and if to the Bank, to Wells Fargo Bank, National Association, 420 Montgomery Street, 7th Floor, San Francisco, California 94163 , Attention: Correspondent Banking Division (AU #1345) . A duplicate copy of each notice required to be given hereunder by Trustee , County, Borrowers or the Bank shall also be given to the others. County, Borrowers, Trustee or the Bank may designate further or different addresses to which subsequent notices, certificates or other communications shall be sent. it 67 Section 12. 05. Payments Due on Saturdays, Sundays and Holidays. In any case where the due date of any installment of principal or interest on the Bonds or the date fixed for re- demption of any Bonds shall be other than a Business Day, then payment of principal and premium, if any, or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity or the date fixed for redemption, and no interest shall accrue for the period after such date . Section 12. 06. Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 12. 07. Applicable Provisions of Law. This Inden- ture shall be governed by and construed in accordance with the laws of the State . Section 12.08. Captions . The captions or headings in this Indenture are for convenience only and in no way define , limit or describe the scope or intent of any provisions or Sections of this Indenture . Section 12.09 . Indenture. This Indenture shall remain in effect for 105 days after payment in full of the principal of, premium, if any, and interest on the Bonds, subject to the provisions of Article VII hereof and Section 8. 08 hereof . IN WITNESS WHEREOF, Weld County, Colorado has caused this Indenture to be executed in its name and attested by its duly authorized officers, and to evidence its acceptance of the trusts hereby created Wells Fargo Bank, National Association, as Trustee, has caused these presents to be executed in its corporate name and on its behalf by its duly authorized offi- cers, all as of the date first above written. WELD COUNTY, COLORADO [SEAL] Attest: BY / "J r /27c7 -7_(-71C.,airman By 68 [SEAL] WELLS FARGO BA , NATIONAL ASSOCIATIIO Attest: � �� "' M By 2�1/ /�"�� Title: Title : 'kW L r;Ltlt AND 0FICER STATE OF COLORADO ] ss. COUNTY OF WELD The foregoing nst ment was acknowledged before me this t_r day�of 1982, by Q jj,t 7 / ea jj and m n.AP�L!l/c47>4v,_ ) , as Chairman and Clerk , respectively, of Weld County, Colorado, a county and political subdivision. WITNESS my hand and official seal. [SEAL] / j% _ ota ublic for the State of Colorado My commission expires : fi(Jty C2 / My address is : 24W ARLO TVWr. 707 17th Street DIeTS. relords 8nzu2 STATE OF CALIFORNIA CITY AND COUNTY OF ] ss. SAN FRANCISCO Vk On this c,7� day of fLo4.es 1982 , before me , DOREEN S. FERNANDES , a Notary Public of said State , duly commissioned and sworn, personally appeared W. VAN zILE AECI$TANT VICE PRESICHR and M. C.WELCH , known to me to be the ovp J FFrEP and TRUSTCFF:CER of the corporation that executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same . et L 69 IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. [SEAL] / EL( ' �iCLc C� Notary' Public for said State „parie,‘ D0REEN S.FERNANDES ''::: �atMtruwc-Gmmo ' C?�Mr Common(*washes 17.I!p r•'T EXHIBIT A LEGAL DESCRIPTION OF REAL PROPERTY UPON WHICH THE PROJECT IS LOCATED Land in the State of Colorado , County of Weld, described as follows : The N 1/2 of Lot 1 and all of Lots_ 2 and 3 , Block 74 , IN TEE CITY OF GREELEY SUBJECT TO: 1 . Rights or claims of parties in possession not shown by the public records , and 2 . Easements , or claims of easements , not shown by the public record . 1 thereon which constitute a part of the Project, ( ii) a security interest in personal property forming a part of the Project and owned by Borrowers, and ( iii) an assignment of tenant rents with respect to the Project . AS MORE FULLY PROVIDED IN THE INDENTURE, THE BONDS DO NOT CONSTITUTE THE DEBT OR INDEBTEDNESS OF COUNTY OR ANY POLITICAL SUBDIVISION OF THE STATE OF COLORADO WITHIN THE MEANING OF ANY PROVISION OR LIMITATION OF THE STATE CONSTITUTION, STATUTES OR HOME RULE CHARTER OF WELD COUNTY, AND SHALL NOT CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY OF COUNTY OR ANY POLITICAL SUBDIVISION OF THE STATE OF COLORADO OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS. NEITHER WELD COUNTY, THE STATE OF COLORADO NOR ANY POLITICAL SUBDIVISION THEREOF SHALL IN ANY EVENT BE LIABLE FOR THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR INTEREST ON THE BONDS OR FOR THE PERFORMANCE OF ANY PLEDGE, MORTGAGE, OBLIGATION OR AGREEMENT UNDERTAKEN BY COUNTY, NOR SHALL ANY OF COUNTY' S AGREEMENTS OR OBLIGATIONS BE CONSTRUED TO CONSTITUTE AN INDEBTEDNESS OF THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION WHATSOEVER OF THE STATE OF COLORADO. The holder of this bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any default or event of default under the Indenture, or to institute, appear in or defend any suitor other proceedings with respect thereof, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all Bonds issued thereunder and then outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of the Indenture, or of any indenture supplemental thereto, may be made only to the extent and in the circumstances permitted by the Indenture . The Bonds are issuable as fully registered Bonds, without coupons, in any denomination which is an integral multiple of $5, 000 . Subject to the limitations and upon payment of the charges provided for in the Indenture, Bonds may be exchanged for a like aggregate principal amount of Bonds of other authorized denominations or types . -11- DRS-NEW/40 C 20.75s This bond is transferable by the registered holder hereof upon surrender of this bond for transfer at the office of Trustee, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to Trustee and executed by the registered holder hereof or his attorney duly authorized in writing. Thereupon County shall execute and Trustee shall authenticate and deliver, in exchange for this bond, one or more new fully registered bonds in the name of the transferee, of an authorized denomination, in aggregate principal amount equal to the principal amount of this bond. No officer or agent of County shall be individually or personally liable for payment of the Bonds or the interest thereon or be subject to any personal liability or accountability by reason of the issuance thereof . IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this bond do exist, have happened and have been performed in due time, form and manner as required by law. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been signed by Trustee . IN WITNESS WHEREOF, Weld County, Colorado, by its Board of County Commissioners, has caused this bond to be executed in its name by the signature of the Chairman of the Board of County Commissioners and to be attested and sealed by County Clerk, and has caused this bond to be dated as of (SEAL] WELD COUNTY, COLORADO Attest : Chairman Clerk TRUSTEE' S CERTIFICATE OF AUTHENTICATION This bond is one of the Bonds of the series designated therein and issued under the provisions of the within-mentioned Indenture. -12- ORS-NEW/40 (Ye 67' V, .._r_.rG....4.) 3 WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee By Authorized Officer (Form for Transfer of Fully Registered Bond) FOR VALUE RECEIVED], the undersigned, hereby sells, assigns and transfers unto (Tax Identification or Social Security No. ) the within Bond and all rights thereunder , and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises . Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever . Section 3 . 05 . Amendment to Section 4 . 01 of the Original Indenture. The words "and any principal, premium, if any, and interest paid from amounts paid by the Bank pursuant to the Letter of Credit" in the second sentence of Section 4 . 01 of the Original Indenture are hereby deleted. Section 3 . 06 . Amendment to Section 5 . 01 of the Original Indenture . The words " , the Letter of Credit" in Section 4 . 01 of the Original Indenture are hereby deleted. Section 3 . 07. Amendment to Section 5 . 03 of the Original Indenture. The words " , the Assignment of Rents or the Letter of Credit" in the second sentence of Section 5 . 03 of the Original Indenture are hereby replaced with the words " or the Assignment of Rents" . Section 3 . 08. Amendment to Section 8 . 01(e) of the Original Indenture. The words "the Reimbursement Agreement, " in Section 8 . 01(e) of the Original Indenture are hereby deleted. Section 3 . 09 . Amendment to Section 8 . 02(b) of the Original Indenture. The words "and the Trustee shall make a draw upon the Letter of Credit to the extent allowed under -13- DRS-NEW/40 07075s'g, S3 the Letter of Credit and as provided in Section 8 . 08 hereof" in the second sentence of Section 8 . 02(b) of the Original Indenture are hereby deleted. Section 3 . 10 . Amendment to Subsections (c) and (d) of Section 8 . 02 of the Original Indenture. Subsections (c) and (d) of Section 8 . 02 of the Original Indenture are hereby deleted in their entirety. Section 3 . 11 . Amendments to Section 8 . 07 of the Original Indenture. The words "the Bank and" and "and unless the Bank confirms to the Trustee in writing that the Letter of Credit is and shall remain in full force and effect upon and after such waiver" in the first sentence of Section 8 . 07 of the Original Indenture are hereby deleted. The words "and the Bank" and "the Bank, " in the second sentence of Section 8 . 07 of the Original Indenture are hereby deleted. Section 3 . 12 . Amendment to Section 8 . 08 of the Original Indenture . Section 8 . 08 of the Original Indenture is hereby deleted in its entirety. Section 3 . 13 . Amendment to Section 9 . 01(n) of the Original Indenture. The words "other than moneys paid by a draw under the Letter of Credit" in the last sentence of Section 9 . 01(n) of the Original Indenture are hereby deleted. Section 3 . 14 . Amendment to Section 9 . 06 of the Original Indenture . The words " , the Bank" in the first sentence of Section 9 . 06 of the Original Indenture are hereby deleted. Section 3 . 15 . Amendments to Section 9 . 07 of the Original Indenture. The words " , the Borrowers and the Bank" in the first sentence of Section 4 . 01 of the Original Indenture are hereby replaced with the words " and the Borrowers" and the words "and the Bank" appearing subsequent thereto in the first sentence of Section 9 . 07 of the Original Indenture are hereby deleted. Section 3 . 16 . Amendment to Section 9 . 08 of the Original Indenture. The words "and the Bank" in the first sentence of Section 9 . 08 of the Original Indenture are hereby deleted. Section 3 . 17 . Amendment to Section 10 . 03 of the Original Indenture. Section 10 . 03 of the Original Indenture is hereby amended in its entirety to read, after such amendment, as follows : -14- ORS-NEW/40 et - 7; i' Section 10 . 03 . Consent of the Borrowers and Trustee to Supplemental Indentures . Anything herein to the contrary notwithstanding, a supplemental indenture under this Article X which affects any rights of Borrowers shall not become effective unless and until Borrowers shall have consented to the execution and delivery of such supplemental indenture; provided that the consent of Borrowers shall not be required for any supplemental indenture entered into for the purpose specified in Section 10 . 01(f) hereof . Trustee shall cause notice of the proposed execution and delivery of any supplemental indenture, together with a copy of the proposed supplemental indenture, to be mailed by certified or registered mail to Borrowers . If, in the opinion of Trustee, any supplemental indenture provided for in this Article X affects the rights, duties or immunities of Trustee under this Indenture or otherwise, Trustee may, in its discretion, decline to execute such supplemental indenture, except to the extent that execution thereof may be required in the case of a supplemental indenture entered into under Section 10 . 01 hereof . Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel as conclusive evidence that any such supplemental indenture conforms to the requirements of this Indenture. Section 3 . 18 . Amendment to Section 11 . 03 of the Original Indenture. Section 11 . 03 of the Original Indenture is hereby deleted in its entirety. Section 3 . 19 . Amendment to Section 12 . 02 of the Original Indenture. The words " , the Bank" in the first sentence of Section 12 . 02 of the Original Indenture are hereby deleted. ARTICLE IV MISCELLANEOUS Section 4 . 01 . Reaffirmation. Except for the provisions of the Original Indenture amended or otherwise changed hereby, the other covenants , warranties , representations and provisions of the Original Indenture are reaffirmed without change. Section 4 . 02 . Counterparts . This First Supplemental Indenture may be executed in several counterparts , each of which shall be an original and all of which shall constitute but one and the same instrument . -15- DRS-NEW/40 ^„- 'S IN WITNESS WHEREOF, Weld County, Colorado has caused this First Supplemental Indenture to be executed in its name and attested by its duly authorized officers, all as of the date first above written. [SEAL] WELD COUNTY, COLORADO Attest : B airman By �% //' unty lerk -16- DRS-NEW/40 ntr IN WITNESS WHEREOF, to evidence its acceptance of the trusts hereby created, Chemical Trust Company of California, as Trustee, has caused this First Supplemental Indenture to be executed in its corporate name and on its behalf by its duly authorized officers, all as of the date first above written. [SEAL] CHEMICAL TRUST COMPANY OF CALIFORNIA Attest: By Title: By Title: -17- DRS—NEW/40 •�r' c..i;,l �� STATE OF COLORADO ] ] ss . COUNTY OF WELD ] The foregoing instrument was acknowledged before me this _'J'/N dayy of April 1992, by C a\--;‘,"-. V„hedy and - na ld )--), tiles vI,,,,- as Chairman and County Clerk, respectively, of Weld County, Colorado, a county and political subdivision. WITNESS my hand and official seal .[SEAL] �(/ P�u/ .e� No ary Pu 1 fo he State of Colorado ��11 My commission expires : My address is : / \- C= 6) i6)1) ( G' S')" "7/ -18- DRS-NEW/40 STATE OF CALIFORNIA ] ] ss . COUNTY OF On this day of April 1992, before me, , a Notary Public of said State, duly commissioned and sworn, personally appeared and known to me to be the and of the corporation that executed the within instrument on behalf of the corporation therein named, and acknowledged to me that such corporation executed the same. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written. [SEAL] Notary Public for said State My commission expires : My address is : -19F:, +*_.; ORS-NEW/40 "° CONSENT OF THE BORROWERS The undersigned, pursuant to Section 10 . 03 of the Indenture of Trust, dated as of July 15 , 1982 (the "Original Indenture" ) , between Weld County, Colorado (the "County" ) , and Wells Fargo Bank, National Association, which has been succeeded by Chemical Trust Company of California, as trustee (the "Trustee" ) , hereby consent to the amendments made to the Original Indenture pursuant to this First Supplemental Indenture, dated as of April 30 , 1992 (this "First Supplemental Indenture" ) , between the County and the Trustee and to the execution and delivery of this First Supplemental Indenture by the Trustee. Date: April 1992 TENTH STREET INVESTORS By Harry Asmus By Sara Asmus By Margaret Ann Clemons By Norman Dean By Bonnie Dean By Tom Rapp By William L. West By Jerry D. Winters -20- DRS-NEW/40 e--70 CONSENT OF THE BANK The undersigned, as the provider of an irrevocable letter of credit securing the Mesa County, Colorado, Industrial Development Reserve Bonds (Tenth Street Investors Project) Series 1982 (the "Bank" ) , pursuant to Section 10 . 03 of the Indenture of Trust, dated as of July 15, 1982 (the "Original Indenture" ) , between Weld County, Colorado (the "County" ) and Wells Fargo Bank, National Association, which has been succeeded by Chemical Trust Company of California, as trustee (the "Trustee" ) , hereby consents to the amendments made to the Original Indenture pursuant to this First Supplemental Indenture, dated as of April 30 , 1992 (this "First Supplemental Indenture" ) , between the County and the Trustee, and to the execution and delivery of this First Supplemental Indenture by the Trustee. Date: April 1992 WELLS FARGO BANK, NATIONAL ASSOCIATION, as the Bank By Title: -21- o t n cr.r DRS—NEW/40 4- CONSENT OF HOLDERS The undersigned, as the sole registered owner of all of the outstanding Weld County, Colorado, Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 issued by Weld County, Colorado (the "County" ) pursuant to an Indenture of Trust, dated as of July 15, 1982 (the "Original Indenture" ) , between the County and Wells Fargo Bank, National Association, which has been succeeded by Chemical Trust Company of California, as trustee (the "Trustee" ) , hereby consents to the amendments made to the Original Indenture pursuant to this First Supplemental Indenture, dated as of April 30 , 1992 (this "First Supplemental Indenture" ) , between the County and the Trustee, and to the execution and delivery of this First Supplemental Indenture by the Trustee, pursuant to Section 10 . 02 of the Original Indenture. Date: April 1992 [BONDHOLDER] By Title: -22- DRS-NEW/40 EXHIBIT A LEGAL DESCRIPTION OF REAL PROPERTY UPON WHICH THE PROJECT IS LOCATED Land in the State of Colorado, County of Weld, described as follows : The N 1/2 of Lot 1 and all of Lots 2 and 3, Block 74, IN THE CITY OF GREELEY SUBJECT TO: 1 . Rights or claims of parties in possession not shown by the public records , and 2 . Easements , or claims of easements, not shown by the public record. A-1 DRS-NEW/40 Chr^ KUTAK ROCK A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS ATLANTA 2400 ARCO TOWER BATON ROUGE LOS ANGELES 707 SEVENTEENTH STREET NEW YORK DENVER, COLORADO 80202-3424 OKLAHOMA CITY OMAHA (303) 297-2400 PHOENIX FACSIMILE (303) 292-7799 WASHINGTON April 22, 1992 TO THE PERSONS ON THE ATTACHED DISTRIBUTION LIST: $2, 500,000 Weld County, Colorado Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 Ladies and Gentlemen: Enclosed for your review and comment please find our initial drafts of a First Supplemental Indenture of Trust, a Resolution to be passed by Weld County, a Release of Wells Fargo Bank, National Association' s Interest in Deed of Trust and Assignment of Rents, a Release of wells Fargo Bank, National Association' s Interest in Security Agreement, an Investment Letter to be signed by the new bondholder, and three UCC-3 Financing Statements to release Wells Fargo Bank, National Association' s interest in the financing statements filed in at the closing of the above-captioned bonds . I have included a copy of the original Indenture of Trust for your review of the First Supplemental Indenture of Trust . In addition to the above releases, Wells Fargo Bank, National Association (the "Bank") will also need to release the Borrowers, as defined in the Indenture, from their obligations under the Reimbursement Agreement, dated as of July 15, 1982, between the Borrowers and the Bank and from each of the respective Borrowers ' Continuing Guaranties . we will be attempting to get onto Weld County' s agenda for a meeting the week of April 27, 1992 and are attempting to complete this transaction by April 30, 1992; thus, your immediate attention to these documents would be greatly appreciated. Once you have had an opprtunity to review the enclosed documents, please feel free to call with any comments or questions you may have. Very ly yours, Donald R. Stover Enclosures • KUTAK ROCK $2 , 500, 000 Weld County, Colorado Industrial Development Revenue Bonds (Tenth Street Investors Project) Series 1982 BORROWER BOND COUNSEL Mr . Norman Dean Robert D. Irvin, Esq. Suite 401 Donald R. Stover, Esq. 1100 Tenth Street KUTAK ROCK Greeley, CO 80631 2400 Arco Tower 707 17th Street BORROWER COUNSEL Denver, CO 80202 (303) 297-2400 Debra Piazza, Esq. FAX: 292-7799 MONTGOMERY LITTLE YOUNG CAMPBELL & MCGREW, P.C. TRUSTRIr, 5445 DTC Parkway Englewood, CO 80111 Mr . Todd Duncan Trust Officer COUNTY CHEMICAL BANK 2nd Floor Mr . Don Warden 300 South Grand Director of Finance Los Angeles , CA 90017 WELD COUNTY (213) 621-8258 915 10th Street FAX: 617-9046 Greeley, CO 80632 BOND HOLDER COUNTY ATTORNEY Mr . William Siegel Thomas David, Esq. Suite 127 Weld County Attorney 279 South Beverly Drive 915 10th Street Beverly Hills , CA 90212 Greeley, CO 80632 BANK COUNSEL John Rosenthal, Esq. LILLICK & CHARLES Two Embarcadero Center Suite 2700 San Francisco, CA 94111 CIT133 Hello