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HomeMy WebLinkAboutC01-137 ECAT Promissory Notet,_:. Apr-26-O1 05:Olpm From-HOGAN$HARTSON ., _._---- +3038997334 T-688 P.OOZ/006 F-970 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND FIRS NOT BEEN REGISTERED OR OTHERWISE QUALIFIED FOR SALE UNDER THE "BLUE SKY" LAWS AND REGULATIONS OF ANY STATE AND WII.L AS OF THE DATE OF ISSUE CARRY NO RATING FROM ANY RATING SERVICE. THIS NOTE MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT IN MINIMUM DENOMINATIONS OF $100,000. $4,250,000 EAGLE COUNTY AIR TERMINAL CORPORATION PROMISSORY NOTE Per Arnux~n Interest Rate Maturity Date Original Date 10.50% June 1, 2021 May 1, 2001 Registered Owner: EAGLE COUNTY, COLORADO Principal Sum*: FOUR MILLION TWO HUNDRED FIFTY TIdOUSAND DOLLARS EAGLE COUNTY AIR TERMINAL CORPORATION (the "Corporation"), a nonprofit corporation organized under the laws of the State of Colorado, for value received, hereby promises to pay to the Registered Owner (specified above), or registered assigns, the Principal Sum (specified above) on the Maturity Daze (specified above), unless this Note shall have been duly called for prepayment in whole or in part and payment of the prepayment price shall have been duly made or provided for, upon surrender hereof, and to pay the person in whose name this Note is registered on the close of business on the fifteenth day preceding an interest payment date, interest on said principal sum at the per annum Interest Rate (specified above); provided, however, that such Principal Sum and interest thereon shall be payable solely from: (i) proceeds of bonds issued by the Corporation for the purpose of payiung this Note, and (ii) amounts detemuned by the Corporation, i,n its sole discretion, to be available therefor in the Capital Fund created pursuant to the Indenture (as defined below)_ Payments of interest hereunder shall be payable semi-annually on Jame 1 and December 1 in each year, commencing December 1, 2001, at the per annum Interest Rate (specified above), until payment of said principal sum and (to the extent payment of such interest shall be legally enforceable and only as provided below and in the Indenture) on any overdue installment of interest. Interest is computed on the basis of a 360-day year of twelve 30- day months. Failure to make payment of this Note shall not alone be considered an event of default, bur this Note shall continue to bear interest at the Per Annum Interest Rate, without interest on accrued but unpaid interest- T7le Principal Sum shall be the lcsscr of the amount stated above or the amotmt actually advanced by the Bondholder from time to time. '• OE - ry~tr;an : - st 1ti9S6 vY Post-it® Fax Note 7671 , Date 5 Ff p pages 3 To L~S~ From ~ O ~~~ Co./Dept. s~/~ PO RT Co. ~/~~f~ /~G E Phone # Phone # Fax # ~ Z ~~ ~ ~ y7 Fax # Apr-26=01 05:OlPm From-HOGAN&HARTSON +3036997334 T-688 P.003/006 F-970 ~ ~- ~. The Corporation has issued its Airport Terminal Project Revenue Bonds, Series 1996 (the "Series 1996 Bonds"), pursuant to a Trust Indenture dated as of June 1, 1995 (as amended from time to time, the "Indenture"), between the Corporation and U.S. Sank National Association (formerly Coloxado National Bank), to acquixe anal. construct real and personal property, buildings and improvements, including all other work in connection therewith, to provide certain airport terminal facilities. This Note shall be subordinate in all respects to the Corporation's Series 1996 Bonds and any other Bonds or Subordinate Bonds (as defined in the Indenture) issued under the Indenture. No payment shall be made on this Note until payments then due under the lndenture to owners of the Bonds or Subordinate Bonds and additional required deposits to funds and accounts described in the Indenture have been made and until the Corporation has either issued bonds for the payment of this Note or determined, in its sole discretion, that there are moneys available for the payment of this Note in the Capital Pund (as defined in the Indenture). TATS NOTE SHALL NOT BE A DEBT OR INDEBTEDNESS OF EAGLE COUNTY, THE STATE OF COLORADO OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY PROVISION OR LIlYIITATION OF' THE CONSTITUTION OR STATUTES OF THE STATE O)F' COLORADO, -AND SHALL NEVER CONSTITUTE NOR GIVE RISE TO A PECUNIARY LIABILITY Ol~' TAE COUNTY, THE STATE OR ANY POLITICAL SUBDIVISION TFIEREOF OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXIING POWERS. THE CORPORATION HAS NO TAXIING POWER, - No recourse shall be had for the payment of the Principal Sum of this Note, or for any claim based hereon, against any member, officer, agent or employee, past, present or future, of the Corporation or of any successor body, as such, either directly or through the Corporation or any such successor body, under any constitutional provision, statute or rule of law, or by the enforcement of any assessment or by any legal or equitable proceeding or otherwise. THIS NOTE IS SUBJECT TO PREPAYMENT IN WHOLE OR IN PART AT ANX TIME PRIOR TO MATURITY WITHOUT PENALTY AND WITHOUT NOTICE. ANY SUCH REPAYMENT SHALL BE MADE AT A PREPAYMENT PRICE EQUAL TO THE PRINCIPAL AMOUNT PREPAID, WITH INTEREST ACCI2.UED TO THE PREPAYMENT DATE Payment of the Principal Sum under this Note is not secured by the Indenture, or a pledge of any moneys held under the Indenture, or a lien or mortgage on or security interest in any property of the Corporation. This Note is transferable by the registered owner hereof or his duly authorized attorney on the registration books of the Corporation only in rnininnum denominations of $100,000, by a duly executed instrument of transfer in form and with guaranty of signature satisfactory to the Corporation, subject to such reasonable regulations as the Corporation may prescribe, and upon -2- 1\\DE • GSOG3ll3 - q 1 I G97G v2 Apr-26=01 05:Olpm From-HOGAN~HARTSON +3038997334 T-688 P.004/006 F-970 ~ t 5•• payment of any fee, taxes or other governmental charges incident to such transfer. Upon any such transfer a new registered Note ofthe same maturity and in the same aggregate principal amount will be issued to the transferee. The person in whose name this Note is registered shall be deemed the owner hereof for all purposes, and the Corporation shall not be affected by any notice to the contrary. The Registered Owaer agrees that it will duly note on the Schedule hereto all payments of principal made hereon and that it will not transfer or otherwise dispose of this Note unless and until all such notations have been duly made. IN WITNESS WHEREOF, the Corporation has caused this Note to be executed in its name by the manual or facsimile signature of its President or any Vice-President and its corporate seal or a facsimile thereof to be affixed, imprinted, lithographed or reproduced hereon and attested to by the manual or facsimile signature of its Secretary_ EAGLE COYJNTY AXR TERMIlVAL CORPORATION [Sl~:AL Attest• . Secretary ~~ r B ident -3- 1\\Df - GSOtiOl12 - n 11GY1G v2